This Consulting
Agreement, dated as of February 24, 2009 (the
“Consulting Agreement”) for consulting services to be
provided by Patrick J. Haveron (the “Consultant”) to
Tower Group, Inc., its parent, subsidiary and affiliated
corporations, and their respective successors and assigns
(collectively, “Tower”).
1. The term
of this Consulting Agreement will be for a period of six
(6) months beginning on March 2, 2009 and ending on
August 28, 2009 (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 the date
hereof (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, provide such
consulting services and make himself reasonably available for such
projects and meetings in connection therewith, during normal
business hours, as Tower shall from time to time request, subject
to Consultant’s other employment and consultancies and other
business pursuits and activities. Tower and Consultant agree and
acknowledge that the level of services reasonably anticipated to be
performed by Consultant is 20 percent or less of the average
level of services performed by Consultant during the 24-month
period immediately preceding February 27, 2009.
3. As
consideration for the provision of the consulting services, Tower
will pay to Consultant the aggregate sum of $85,000.00, payable in
two equal installments on or before March 2, 2009 (or, if
later, on the date this Consulting Agreement becomes effective as
provided in paragraph 1) and August 28, 2009.
4. Nothing in
this Consulting Agreement shall be construed as creating any
partnership, joint venture or agency between Tower and Consultant.
The parties expressly agree and acknowledge that Consultant shall
act solely as an independent contractor hereunder and, as such, is
not authorized to represent or bind Tower to third parties.
Consultant agrees that he will not, without the prior 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, or 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 for or 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 responsibilities of Consultant.
5. Tower
shall indemnify, defend and hold Consultant and his successors,
assigns, heirs, executors, administrators and legal representatives
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
(a) the foregoing responsibilities of Consultant, except to
the extent Consultant has acted with gross negligence or willful
misconduct, and (b) any breach by Tower of its obligations
under paragraph 3.
6. 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’s 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. Tower will reimburse
Consultant for all reasonable expenses incurred by Consultant and
approved in advance by Tower, upon the receipt by Tower of
appropriate supporting documentation acceptable to Tower, in
connection with Consultant’s performance of consulting
services hereunder. For purposes of satisfying Section 409A of
the Internal Revenue Code of 1986, as amended, and
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