This
Consulting Agreement (hereinafter referred to as the
“Agreement”) is effective October, 1, 2008, by and
among Meadowbrook Insurance Group, Inc.
(“Meadowbrook”), Meadowbrook, Inc., (hereinafter
referred to as the “Company”), and Merton J. Segal
(hereinafter referred to as the
“Consultant”).
WHEREAS ,
the Company and the Consultant desire to set forth their respective
rights and obligations in connection with the certain consulting
services of the Consultant;
NOW
THEREFORE , in consideration of the premises and of the mutual
covenants, agreements and understandings contained herein, the
parties hereto agree as follows:
1.
Retention . The Company agrees to retain the Consultant
during the Term (as such term is hereinafter defined in
Section 5 below) and the Consultant hereby accepts such
engagement by the Company, subject to the terms and conditions
hereinafter set forth herein. This Agreement establishes the terms
of Consultant’s retention and any payment(s) to which the
Consultant is entitled during the Term. The Company and the
Consultant retain the right to terminate this Agreement for the
reasons described in Section 5 below.
2.
Responsibilities and Duties . The Consultant shall be
retained as a consultant with such responsibilities and duties as
prescribed by the President & Chief Executive Officer of the
Company. These duties may include services, which are intended to
assist the Company with the development, creation and maintenance
of the following; (1) agent relationships between the Company
and its agency-force relating to the Company’s insurance
programs; (2) client relationships of the Company’s
agency division relating to life, annuities, health, property,
automobile and general liability insurance; (3) fee for
service relationships of the Company relating to the providing of
marketing, underwriting, loss control and claims services; and
(4) new programs, products, agent relationships and clients
for the Company’s agency division(s). In addition, the
Consultant will assist the Company with the supervision of the
Company’s investment advisor and compliance with the
Company’s Investment Policy Guidelines. The Consultant may
attend designated seminars relating to investment strategies for
insurance companies. The Consultant may assist the Company with
development and maintenance of the Company’s brand and market
identity, as well as represent it at designated insurance industry
conference(s).
3.
Compensation . In consideration of the performance of such
services by the Consultant, the Company will pay the Consultant the
following:
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(A)
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Consulting Fee.
The Consulting Fee (the
”Fee”) shall be as follows: (1) For the period
October 1, 2008 – September 30, 2009, Consultant
shall be
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receive a Fee of $266,000;
(2) For the period of October 1, 2009 – September
30, 2010, Consultant shall receive a Fee of $216,000; and
(3) For the period of October 1, 2010 –
September 30, 2011, Consultant shall receive a Fee of
$166,000. The Fee shall be paid in monthly installments and in
advance.
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4. Other
Benefits . The Consultant shall not be entitled to any other
benefits of the Company during the Term. Consultant shall provide
his own health, dental, life, disability, workers compensation and
other similar type benefits.
5.
Consulting Term . The period of the Consultant’s
retention by the Company under this Agreement (the
“Term”) shall commence on October 1, 2008 and
terminate on September 30, 2011, or such earlier date upon the
occurrence of any of the following events:
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(A)
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the
death or retirement of the Consultant;
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(B)
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the
Consultant’s Disability. For purposes of this Agreement,
“Disability” shall mean a physical or mental condition
of the Consultant that prevents him from performing the consulting
services described above as determined by the President & CEO
and the Board of Directors of the Company.
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(C)
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a
mutual written agreement between the Company and the Consultant
agreeing to an early termination date; or
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(D)
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termination of this Agreement by the
President & CEO and Board of Directors of the Company for
“Cause,” which shall mean: (1) fraud, malfeasance
or willful misconduct on the part of the Consultant;
(2) violation of Section 7 of this Agreement;
(3) conduct by the Consultant that would be materially
injurious to the Company; or (4) revocation, suspension, or
termination of the Consultant’s insurance license.
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In the event
this Agreement terminates for any of the reasons set forth in
Section 5(A) – (D), the Consultant shall only be paid
the Fee through the date of his death, retirement, Disability, the
date this Agreem
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