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Exhibit 10.2
CONSULTING AGREEMENT
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This memorandum sets forth the terms and conditions of the
agreement
(hereinafter referred to as "Consulting Agreement") for
consulting services to
be provided by Steven G. Fauth (the "Consultant") to Tower
Group, Inc., its
parent, subsidiary and affiliated corporations, and their
successors and assigns
(collectively, "Tower").
1. The term of this Consulting Agreement will be for a period of
six (6)
months beginning on July 1, 2007 and ending on December 31, 2007
(the "Term").
Notwithstanding anything to the contrary in this Consulting
Agreement, this
Consulting Agreement will be signed contemporaneously with the
Separation
Agreement between Consultant and Tower dated June 30, 2007 (the
"Separation
Agreement"), and this Consulting Agreement will not become
effective unless and
until Consultant has signed and has not revoked (as set forth in
paragraph 16 of
the Separation Agreement) the Separation Agreement.
2. During the Term, Consultant will, as an independent
contractor, make
himself available for all projects and meetings as reasonably
requested by Tower
in order to assist Tower with the transition of its claims and
legal departments
and to provide Tower with technical claims expertise on pending
claims or suits.
Consultant's responsibilities will be limited to matter in which
he worked on
while employed by Tower and is intended only to provide services
for which
Consultant is uniquely qualified due to his prior work for
Tower.
3. As payment for the provision of the consulting services,
Tower will pay
to Consultant the lump sum of $190,378.50 on or before July 1,
2007.
4. Nothing in this Consulting Agreement shall be construed as
creating any
partnership, joint venture or agency between Tower and
Consultant. Consultant
shall act solely as an independent contractor and, as such, is
not authorized to
bind Tower to third parties. Consultant agrees that he will not,
without written
consent of Tower in each instance (1) send any written or
electronic
correspondence on behalf of Tower, or any affiliate of Tower, or
any employee of
Tower, nor use any trade name, trademark, trade device, service
mark, symbol or
any abbreviation, contraction or simulation thereof owned by
Tower or its
affiliates, or (2) represent, directly or indirectly, that
Consultant has any
authority to act on behalf of Tower. Tower shall issue a form
1099 with respect
to the payment made pursuant to paragraph 3 of this Consulting
Agreement.
Neither federal, state, nor local taxes of any kind shall be
withheld or paid by
Tower on behalf of Consultant in connection with the payment
made by Tower under
paragraph 3 hereof. Consultant shall be responsible for
determining the amounts
of and making all such payments. Consultant shall indemnify,
defend and hold
Tower, its officers, directors, agents, employees, contractors
and shareholders
harmless from and against any and all claims, liabilities,
losses, damages,
costs and expenses (including, without limitation, attorneys'
fees and expenses)
arising out of or relating to the foregoing responsibility of
Consultant.
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5. Consultant is not an employee of Tower and, except as
expressly provided
in the Separation Agreement, is not entitled to participate in
any of Tower
employee benefit plans including, but not limited to, any
retirement, pension,
profit sharing, group insurance, health insurance or similar
plans that have
been or may be instituted by Tower for the benefit of its
employees. Consultant
will be responsible for all expenses incurred by him in
connection with his
performance of services under this Consulting Agreement.
6. All proposals, research, records, reports, recommendations,
manuals,
findings, evaluations, forms, reviews, information, data and
written materials
originated or prepared by Consultant for and in the performance
of the
consulting services hereunder shall become the exclusive
property of Tower, and
shall be considered to be works for hire belonging to Tower, and
Consultant
shall relinquish and hereby assigns any and all right, title,
and interest in
and to such material to Tower. Consultant agrees to execute any
and all
documents prepared by Tower and to do any and all other lawful
acts as may be
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