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Exhibit 10.2
EMPLOYMENT AGREEMENT
EMPLOYMENT
AGREEMENT dated as of January 1, 2004 by and between AMERISAFE,
INC., a Texas corporation (the "Company"), and C. Allen Bradley,
Jr. (the
"Employee").
WITNESSETH:
WHEREAS
the Company desires to induce the Employee to continue in the
employment by the company for the period provided in this
Agreement, and the
Employee is willing to continue such employment with the Company on
a full-time
basis, all in accordance with the terms and conditions set forth
below;
NOW,
THEREFORE, for and in consideration of the premises hereof and
the
mutual covenants contained herein, the parties hereto hereby
covenant and agree
as follows:
1.
Employment.
(a)
The Company
hereby agrees to continue to employ the Employee, and
the Employee hereby accepts such employment with the Company,
for
the period set forth in Section 2 hereof, subject to the terms
and
conditions hereinafter set forth.
(b)
The Employee
affirms and represents that he is under no obligation
to any former employer or other party which is in any way
inconsistent with, or which imposes any restriction upon, the
Employee's employment hereunder with the Company, the employment
of
the Employee by the Company, or the Employee's undertakings
under
this Agreement.
2. Term of
Employment. Unless earlier terminated by the Employee or the
Company as
provided in this Agreement, the term of the Employee's
employment
under this Agreement shall be for a period beginning on January
1, 2004
(the "Effective Date") and ending on the second anniversary of
the
Effective
Date, January 1, 2006, provided, however, that this Agreement
shall
automatically renew for successive one year periods, unless
either
party
shall notify the other in writing not less than thirty (30)
days
prior to
the second anniversary date or any successive anniversary date
that it
does not intend to renew this Agreement. Such period, plus any
annual
renewal periods, or, if the Employee's employment hereunder is
earlier
terminated as provided herein and including termination
pursuant
to Section
9(a)(i)-(v), such shorter period, is sometimes referred to
herein as
the "Employment Term".
3. Duties.
The Employee shall be employed by the Company as a senior
executive
officer and shall endeavor in good faith to competently perform
such
duties as inherent in his/her employment and/or any designated
job
position
and/or as specified by the Company and shall also perform and
discharge
such other employment duties and responsibilities as the Board
of
Directors of the Company shall from time to time reasonably
determine,
not
inconsistent with his/her position as a senior executive officer
with
the
Company. Employee shall also comply with any By-Laws of the
Company,
as
applicable. The Employee shall perform his duties principally at
the
offices of
the Company at 2301
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Highway
190 West, DeRidder, Louisiana, with such travel to such other
locations
from time to time as the Board of Directors of the Company may
reasonably
prescribe. Except as may otherwise be approved in advance by
the Board
of Directors of the Company, and except during vacation periods
and reasonable periods
of absence due to sickness, personal injury or
other
disability, the Employee shall devote his full time during
normal
business
hours throughout the Employment Term to the services required
of
him
hereunder; provided that the foregoing shall not prohibit the
Employee
from
engaging in reasonable charitable and community activities. The
Employee
shall render his business services exclusively to the Company
and
its
subsidiaries during the Employment Term and shall use his good
faith
efforts,
judgment and energy to improve and advance the business and
interests
of the Company and its subsidiaries in a manner consistent with
the duties
of his position.
4.
Conflicts of Interest and Compliance. Employee shall not engage in
any
conflict
of interest and/or take any actions or engage in any conduct
which is
contrary to the exclusive interests of the Company. Employee
shall
comply with all applicable laws and regulations (federal, state
and/or
local) and shall comply with all applicable directives, orders
and
regulations of any governmental agency or regulatory body
including
federal,
state and local agencies and bodies. Employee shall also comply
with all
policies and procedures of the Company and directives of the
Board of
Directors. Employee understands, acknowledges and agrees that
he/she may
hold a position of trust and that fiduciary duties and
responsibilities may apply under applicable law and that these
duties and
responsibilities may be continuing in nature, even after separation
from
employment. Employee agrees to fully and faithfully perform and
discharge
all such
duties, responsibilities and obligations.
5. EEO
Compliance. Employee shall not engage in any conduct which
constitutes
an
unlawful employment practice or which violates any laws or
regulations
(federal,
state and/or local) prohibiting discrimination, harassment
and/or
retaliation. Employee acknowledges that the Company is an Equal
Opportunity Employer and prohibits all forms of unlawful
discrimination in
the terms
and conditions of employment and prohibits all forms of
harassment, including sexual harassment.
6. Salary
and Bonus.
(a)
Salary. As
compensation for the services to be performed by the
Employee hereunder during the Employment Term, the Company shall
pay
the Employee a base salary at the annual rate of not less than
Two
Hundred Seventy-Five Thousand Dollars ($275,000.00) (said
amount,
together with any increases thereto as may be determined from
time
to time by the Compensation Committee of the Board of Directors
of
the Company in
its sole discretion, being hereinafter referred to as
"Salary"). Any Salary payable hereunder shall be paid in
regular
intervals in accordance with the Company's payroll practices
from
time to time in effect, but in no event less than monthly.
(b)
Bonus. The
Employee shall be eligible to receive bonus compensation
from the Company in respect of each fiscal year (or portion
thereof)
occurring during the
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Employment Term in amounts, if any, as may be determined by the
Compensation Committee of the Board of Directors of the Company
in
its sole discretion on the basis of performance-based criteria to
be
established from time to time by such Committee in its sole
discretion.
(c)
Withholding,
Etc. The payment of any Salary and Bonus under this
Section 6, and the payment of any severance pay pursuant to
Section
9 hereof, shall be subject to applicable withholding and
payroll
taxes and such other deductions as may be required under the
Company's employee benefit plans.
7. Other
Benefits.
During the
Employment Term, the Employee shall:
(a)
be eligible to
participate in all employee fringe benefits and
pension and/or profit sharing plans that may be provided by the
Company for its other senior executive officers in accordance
with
the provision of any such plans, as the same may be in effect
from
time to time;
(b)
be eligible to
participate in all medical and health plans or other
employee welfare benefit plans that may be provided by the
company
for its other senior executive officers in accordance with the
provisions of any such plans, as the same be in effect from time
to
time;
(c)
be entitled to
at least 23 vacation/personal days in each calendar
year; the Employee shall also be entitled to all paid holidays
given
by the company to its other senior executive officers;
(d)
be entitled to
sick pay and disability benefits in accordance with
any Company policy that may be applicable to other senior
executive
officers from time to time,
(e)
be entitled to a
car allowance consistent with Company practice as
of the date hereof; and
(f)
be entitled to
reimbursement for all reasonable out-of-pocket
business expenses incurred by the Employee in the performance of
his
duties hereunder in accordance with company policy that may be
applicable to senior executive officers from time to time.
8.
Confidential Information. The Employee hereby covenants, agrees
and
acknowledges as follows:
(a)
The Employee has
and will have access to and will participate in the
development of or be acquainted with confidential or
proprietary
information and trade secrets that directly or indirectly relate
to
the business, prospects, operations and other aspects of the
Company
and any other present or future subsidiaries of the Company
(collectively with the Company, the "Companies"), including but
not
limited to (1) customer lists; the identity, lists or
descriptions
of new or
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prospective customers; financial statements; cost reports or
other
financial information; contract proposals or bidding
information,
business plans; training and operations methods and manuals;
personnel records; software programs; reports and
correspondence;
and management systems, policies or procedures, including
related
forms and manuals; (ii) information pertaining to future
developments such as future marketing or acquisition plans or
ideas;
and
(iii) all other tangible and intangible property, which are
used
in the business and operations of the Companies but not made
public.
The information and trade secrets relating to the business of
the
Companies described hereinabove in this paragraph (a) are
hereinafter referred to collectively as the "Confidential
Information", provided that the term "Confidential Information"
shall not include any information (x) that is or becomes
publicly
available (other than as a result of violation of this Agreement
by
the Employee), or (y) that the Employee receives or received on
a
non-confidential basis from a source (other than the Companies
or
any of their representatives) that is not prohibited from
disclosing
such information by a legal, contractual or fiduciary
obligation
(provided, however that the Employee shall not be deemed to be
in
violation of this clause (y) unless he has actual knowledge of
any
such obligation on the party of any such source).
(b)
The Employee
shall not disclose, use or make known for his or
another's benefit any Confidential Information or use such
Confidential Information in any way except in connection with
the
performance of the Employee's duties under this Agreement. The
Employee may disclose Confidential Information in response to
an
order or subpoena of a court or governmental agency of
competent
jurisdiction and authority provided, however, notice of such
order
or subpoena shall be immediately communicated to the Company
telephonically and in writing so that the Company shall have an
opportunity to intervene and assert its rights to nondisclosure
prior to any response by Employee to such an order or subpoena
and
in such notice, Employee shall advise as to whether or not
he/she
intends to comply with and/or respond to the order and/or
subpoena.
(c)
The Employee
acknowledges and agrees that a remedy at law for any
breach or threatened breach of the provisions of this Section 8
would be inadequate and, therefore, agrees that the Company shall
be
entitled to injunctive relief in addition to any other
available
rights and remedies in case of any such breach or threatened
breach;
provided, however, that nothing contained herein shall be
construed
as prohibiting the Company from pursuing any other rights and
remedies available for any such breach or threatened breach.
(d)
The Employee
agrees that upon termination of his employment with the
company for any reason, the Employee shall promptly return to
the
Company all Confidential Information in his possession in
whatever
form maintained (including, without limitation, computer disks
and
other electronic media).
(e)
The obligations
of the Employee under this Section 8 shall, except
as otherwise provided herein, survive the termination of the
Employment Term and/or the expiration or termination of this
Agreement for a period of five years.
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9.
Termination.
(a)
The Employee's
employment hereunder shall be terminated upon the
occurrence of any of the following:
(i) death of the
Employee;
(ii) the Employee's
inability to perform his duties on account of
disability or incapacity for a period of one hundred eighty
(180) or more days, whether or not consecutive, within any
period of twelve (12) consecutive months;
(iii) a Termination for Cause (as defined herein);
(iv) a Termination
Without Cause (as defined herein); or
(v) termination
of the Employee's employment hereunder by the
Employee at any time other than a termination by the Employee
pursuant to Section 9(a)(iv) hereof (a "Resignation").
The term "Termination for Cause" shall mean a termination of
the Employee's employment hereunder by action of the Board of
Directors of the Company at any time, including during the
Employment Term, as a result of any of the following with
respect to the Employee: (1) indictment or arrest for the
alleged commission of a felony, (2) acts of dishonesty or
moral turpitude which are materially detrimental to the
Companies, (3) acts or omissions which the Employee reasonably
knew were likely to materially damage the business of the
Company, (4) failure by the Employee to obey the reasonable
and lawful orders of the Board of Directors of the Company, or
(5) gross negligence by the Employee in the performance of, or
willful disregard by the Employee of, his obligations
hereunder; provided, however, that prior to an
