Exhibit 10.3
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
This Amended and Restated Employment
Agreement is made as of the 31st day of December, 2008, between
Markel Corporation (the “Company”), and Steven A.
Markel (“Executive”).
The parties agree as
follows:
1. Employment and Duties .
The Company employs the Executive as Vice Chairman and, subject to
his election by the shareholders, a member of the Board of
Directors of the Company. The Executive agrees to devote full time
and attention during normal business hours to the business of the
Company and its subsidiaries and affiliates and to perform duties
normally and properly incident to his position and such further
duties as may be assigned to him by the Board of Directors of the
Company. The duties to be performed by the Executive under this
Agreement shall be primarily performed by him in the Richmond,
Virginia metropolitan area, provided, however, that the Executive
shall travel to the extent reasonably necessary to perform his
duties hereunder. The Executive shall not be required to reside or
maintain a residence outside of the Richmond metropolitan
area.
2. Term . The Company employs
the Executive, and the Executive agrees to serve the Company, for a
term of one year from the date of this Agreement. The term of this
Agreement shall automatically be extended for additional terms of
one year, unless either party notifies the other in writing at
least 90 days before the expiration of the term of this Agreement
that it does not wish to extend the term. If the Company notifies
the Executive that it does not wish to extend the term of this
Agreement, the Company shall be deemed to have terminated the
Executive’s employment without cause, and the Executive shall
be entitled to the benefits specified in Section 7 of this
Agreement. If the Executive notifies the Company that the Executive
does not wish to extend the term of this Agreement, the Executive
shall be deemed to have voluntarily left the employ of the Company
and the Company’s obligations to the Executive under this
Agreement shall terminate.
3. Salary . During the term
of this Agreement, the Executive’s base salary shall be not
less than $600,000.00 per year, which sum shall be payable in
bi-weekly installments. The Executive shall be entitled to
participate in the Company’s bonus program and the Company
agrees to review the Executive’s salary no less frequently
than annually. In the
event of an increase in salary or the payment of
a bonus, the other terms and conditions of this Agreement shall
remain in full force and effect. The salary in effect at any given
time is sometimes referred to in this Agreement as “Base
Salary.” There shall be withheld from all amounts due the
Executive such federal and state income taxes, FICA and other
amounts as may be required to be withheld under applicable
law.
4. Other Benefits . During
the term of this Agreement, the Executive shall be entitled to
(i) participate in such employee benefit plans and programs as
are generally available to other officers of the Company who hold
positions of similar responsibility to those of the Executive
(provided, however, that nothing in this Agreement shall entitle
the Executive to participate in the Company’s 401(k) plan
following the termination of his employment for any reason),
(ii) reimbursement, in accordance with policies and procedures
established by the Company from time to time, for all items of
expense reasonably and necessarily incurred by the Executive on
behalf of the Company, (iii) such holidays as are generally
available to employees of the Company, and (iv) five
(5) weeks of annual vacation leave, which shall be
non-cumulative and not subject to compensation if not
taken.
5. Termination by Death or
Disability .
(a) Should the Executive die during
the term of employment, the Company shall be obligated to pay any
salary and benefits to which the Executive may be entitled until
the end of the bi-weekly payroll period in which the death occurs,
and the Company shall pay to the Executive’s personal
representatives amounts equal to and payable at the same time as
the installments of Base Salary theretofore regularly paid to the
Executive for a period of twelve months beginning as of the date of
death.
(b) Should the Executive be unable
to perform substantially all duties of employment for 90
consecutive days because of a physical or mental disability, the
Company shall then have the right to terminate the
Executive’s employment by giving the Executive 30 days
written notice. After the date of termination, the Company shall
pay to the Executive or the Executive’s personal
representatives amounts equal to and payable at the same time as
the installments of Base Salary theretofore regularly paid to the
Executive for a period of twelve months beginning as of the date of
termination.
A condition of disability under this
Agreement shall be determined by the Board of Directors on the
basis of (i) the Executive being unable to engage in any
substantial gainful
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activity by reason of any medically determinable
physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not
less than twelve months, or (ii) the Executive, by reason of
any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a
continuous period of not less than twelve months, receiving income
replacement benefits for a period of not less than three months
under an accident and health plan covering employees of the
Company.
6. Termination for Cause .
The Company, by action of its Board of Directors, may at any time
elect to terminate its obligations under this Agreement for
“cause” and remove the Executive from employment.
Termination for cause shall be made upon 30 days written notice,
and upon expiration of the 30-day notice period, all obligations of
the Company to the Executive under this Agreement shall
cease.
For purposes of this Agreement
“cause” shall be only the following:
(a) continued and deliberate neglect
by the Executive, after receipt of notice thereof, of employment
duties other than as a result of the Executive’s physical or
mental disability;
(b) willful misconduct of the
Executive in connection with the performance of his duties,
including by way of example but not limitation, misappropriation of
funds or property of the Company; securing or attempting to secure
personally any profit in connection with any transaction entered
into on behalf of the Company or violation of any code of conduct
or standards of ethics applicable to employees of the
Company;
(c) conduct by the Executive which
may result in material injury to the reputation of the Company if
the Executive were retained in his position with the Company,
including by way of example but not limitation, commission of a
felony, bankruptcy, insolvency or general assignment for the
benefit of creditors;
(d) active disloyalty such as aiding
a competitor;
(e) the Executive’s inability
to obtain or maintain any required regulatory approvals or
authorizations necessary for the Executive to perform his duties
under the Agreement; or
(f) a breach by the Executive of
Section 8 or 9 of this Agreement.
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7. Other Termination
.
(a) If the Executive resigns or
voluntarily leaves the employ of the Company, the Company’s
obligations to the Executive under this Agreement shall terminate
and the Company shall have no further liability to the Executive
under this Agreement; provided, however, if the Executive
voluntarily leaves the employ of the Company by virtue of the
Company’s failure to comply with any terms of this Agreement,
then the Executive shall be entitled to the identical compensation
and benefits set forth in Section 7
(b) hereof.
(b) The Company, by action of its
Board of Directors, may at any time elect to terminate its
obligations under this Agreement without cause and remove the
Executive from employment on 30 days’ written notice. If the
Company elects to terminate the Executive’s employment
without cause, then the Executive shall be entitled to receive,
subject to compliance by the Executive with the provisions of
Sections 8 and 9 of this Agreement, the Base Salary and benefits
(but not any accrued or pro rata bonus) due under this Agreement
for a period of twenty-four (24) months from the date of
termination. In addition, at the end of the twenty-four
(24) month period the Executive shall be entitled to receive,
subject to compliance by the Executive with the provisions of
Sections 8 and 9 of this Agreement, a lump sum payment equal to
twice the amount of bonus, if any, received by the Executive for
the calendar year preceding the year in which termination
occurs.
8. Confidential Information and
Trade Secrets . As consideration for and to induce the
employment of the Executive by the Company, the Executive agrees
that:
(a) Except to the extent such
information is generally known to the public or in the industry in
which the Company and its subsidiaries and corporate affiliates are
engaged all information relating to or used in the business and
operations of the Company and its subsidiaries and corporate
affiliates (including, without limitation, marketin
