EXECUTIVE EMPLOYMENT
AGREEMENT
This EXECUTIVE
EMPLOYMENT AGREEMENT (“Agreement”) made as of
January 1, 2006, by and between: Penn Millers Mutual Holding
Company, a Pennsylvania non- stock corporation (the
“MHC”), Penn Millers Holding Corporation, a
Pennsylvania business corporation (the “Holding
Corporation”) and Penn Millers Insurance Company, a
Pennsylvania property and casualty stock insurance company (the
“Insurance Company”) all with offices at 72 North
Franklin Street, Wilkes-Barre, PA 18773-0016. The MHC, the Holding
Corporation and the Insurance Company, and their direct and
indirect subsidiaries, are sometimes referred to collectively
herein as the “Penn Millers System”,
FRANK JOANLANNE,
an individual domiciled at 7 Winding Way, Dallas, PA 18612
(“Executive”).
Executive
currently serves as Senior Vice President. Insurance Company
desires to retain the services of Executive. In reliance upon
various oral and written representations, Insurance Company is
willing to employ Executive and Executive is willing to serve
Insurance Company on the terms and conditions provided in this
Agreement. Accordingly, in consideration of the promises and the
respective covenants and agreements of the parties, and intending
to be legally bound, the parties agree as follows:
1.
Employment . Insurance Company agrees to
employ Executive, and Executive agrees to serve Insurance Company
on the terms and conditions set forth in this Agreement.
2. Term
of Agreement. Executive’s term of employment under
this Agreement shall commence on January 1, 2006
(“Effective Date”) and shall continue for a period of
three (3) years through December 31, 2008. Commencing on
January 1, 2008 and on each January 1 st (“Anniversary Date”) thereafter,
this Agreement shall automatically be renewed for one additional
year beyond the term otherwise established, unless one party
provides written notice to the other party, at least 90 days
in advance of an Anniversary Date, of its intent not to renew this
Agreement for an additional one year term (“Non-Renewal
Notice”). Nothing in this provision shall preclude
termination as otherwise provided or permitted under this
Agreement.
3.
Position and Duties. Executive shall devote
substantially all of his working time to Insurance Company to the
exclusion of any other business activity. Executive shall serve as
Senior Vice President and shall report directly to the President
and CEO of Insurance Company. Executive shall submit such direct
reports as are needed, from time to time, and shall be responsible
for the day-to-day operations as follows: will provide guidance,
direction, training, and support for related staff to assure
business produced by the Insurance Company provides the Insurance
Company with desired profitable results.
The parties
agree that the Company may change Executive’s job description
from time to time, so long as the duties that Company requires
Executive to perform are of an executive or management level
consistent with his background, experience and skills. Insurance
Company reserves the right to re-assign the person or persons to
whom Executive must directly report and said person shall hold a
higher or lateral level of responsibility with Insurance
Company.
4.
Covenant Not to Compete; Nonsolicitation; Confidential
Information.
4.1 During
Executive’s employment with Company and for a two
(2) year period thereafter (the “Restricted
Period”), Executive shall not directly or indirectly, either
for his own account or as an agent, consultant, employee, partner,
officer, director, proprietor, investor (except as an investor
owning less than 5% of the stock of a publicly owned company) or
otherwise, of any person, firm, corporation, or
enterprise:
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a.
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solicit or hire any employees of
Company or induce any of such employees to terminate their
employment relationship with Company; or
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b.
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solicit, induce or attempt to
solicit or induce any customer, supplier or other entity doing
business with the Company to cease doing business with the Company
or, in the case of a customer, to do place agribusiness insurance,
as that term is commonly understood in the industry, with any
competitor of the Company.
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4.2 The
limitations described in Section 4.1 shall be construed to
prohibit Executive during the Restricted Period, or if
Section 7.3.b. applies, the lesser of the Restricted Period or
the period during which Executive continues to receive compensation
under Section 7.3.b. from directly or indirectly owning,
managing, operating, rendering services for (as a consultant or an
advisor) or accepting any employment with (a) Nationwide
Agribusiness Insurance Company, Michigan Millers Insurance Company
or Westfield Insurance Company, (b) the agribusiness insurance
business of any other insurance company, and (c) any other
property and casualty insurance or reinsurance line of business to
the extent that such ownership, management, operating, rendering of
services or employment (and the activities necessarily incident
thereto) have, or could reasonably be expected to have, a material
adverse effect on the Company’s business insurance business
within a one hundred (100) mile radius of Wilkes-Barre,
Pennsylvania.
4.3
Confidentiality . Executive agrees that he will not at any
time during the Term of this Agreement (as determined under
Section 2 hereof) or at any time thereafter for any reason, in
any fashion, form or manner, either directly or indirectly,
divulge, disclose or communicate to any person, firm, corporation
or other business entity, in any manner whatsoever, any
confidential information or trade secrets concerning the business
of Company, including, without limiting the generality of the
foregoing, any customer lists or other customer identifying
information, the techniques, methods or systems of the
Company’s operation or management, any information regarding
its financial matters, or any other material information concerning
the business of Company, its manner of operation, its plan or other
material data. The provisions of this Section 4.3 shall not
apply to (i) information that is public knowledge other than
as a result of disclosure by the Executive in breach of this
Section 4.3; (ii) information disseminated by
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Company to
third parties in the ordinary course of business;
(iii) information lawfully received by the Executive from a
third party who, based upon inquiry by the Executive, is not bound
by a confidential relationship to Company, or (iv) information
disclosed under a requirement of law or as directed by applicable
legal authority having jurisdiction over the Executive.
4.4 Although
Executive and Company consider the restrictions contained in
Sections 4.1, 4.2 and 4.3 to be the minimum restriction
reasonable for the purposes of preserving Company’s goodwill
and other proprietary rights, if a final determination is made by a
court that the time or territory, or any other restriction
contained in Sections 4.1, 4.2 and 4.3 is an unreasonable or
otherwise unenforceable restriction against Executive, the
provisions of Sections 4.1, 4.2 and 4.3 will not be rendered
void, but will be deemed amended to apply as to such maximum time
and territory and to such other extent as the court may determine
to be reasonable.
4.5 Executive
agrees that this Covenant may be assigned by Company, as needed, to
effect its purpose and intent and that Company’s Assignee
shall be entitled to the full benefit of the restrictions enjoyed
by Company under the terms of this Covenant.
5.
Compensation and Related Matters.
5.1 Base
Compensation. During the period of Executive’s
employment, Insurance Company shall pay to him annual base
compensation of $181,324.41 (“Base Compensation”). The
Board of Directors of Insurance Company shall periodically review
Executive’s employment performance, in accordance with
policies generally in effect from time to time, for possible merit
or cost-of-living increases in such Base Compensation. Except for a
reduction which is proportionate to an Insurance Company
company-wide reduction in executive or senior management pay, not
including eliminated positions or unfilled positions, the annual
Base Compensation paid to Executive in any calendar year shall not
be less than the annual Base Compensation paid to him in the
immediately preceding calendar year. The frequency and manner of
payment of such Base Compensation shall be in accordance with
Insurance Company’s executive payroll practices, as in effect
from time to time. Nothing in this Agreement shall be construed as
precluding Executive from entering into any salary reduction or
deferral plan or arrangement during the term of this Agreement.
During the initial calendar year of this Agreement, the amount set
forth in the first sentence of this subsection shall be pro rated
to reflect the portion of such calendar year which follows the
Effective Date.
5.2 Incentive
Compensation. During the period of Executive’s employment
with Insurance Company, he shall be eligible to participate in any
incentive plans or programs such as stock programs, options
programs, long term cash plans, etc., that may be developed from
time to time for Insurance Company. Actual participation will be at
the sole and final determination of the Board of Directors of
Insurance Company.
5.3
Supplemental Executive Retirement Plan. Executive shall be
entitled to participate in the Penn Millers System’s
Supplemental Executive Retirement Plan (the “SERP”) in
accordance with the terms of that Plan as they may be amended from
time to time.
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5.4 Employee
Benefit Plans and Other Plans or Arrangements. Executive shall
be entitled to participate in any Penn Millers System benefit or
incentive plans on the same basis as other executive officers of
Insurance Company. Insurance Company may provide Executive with
those perquisites that are reasonable and customary for similar
positions.
5.5
Expenses . During the period of Executive’s employment
hereunder, he shall be entitled to receive reimbursement for
reasonable and necessary expenses related to the business of
Insurance Company, in accordance with the general policies and
procedures established by insurance Company.
5.6 Annual
Stipend . Executive shall be entitled to receive, in lieu of
any other reimbursement for or payment of country club or social
club membership fees, dues or other fees and any automobile
allowance, an annual reimbursement allowance of $10,000 for 2006,
and thereafter as determined by the Insurance Company’s Board
of Directors. This annual reimbursement allowance will be paid
quarterly, in arrears, provided that Executive provides the
Insurance Company with such verification of his actual expenses
paid for the purposes described above or similar purposes as
approved by the Board in its discretion, as the Insurance Company
shall reasonably request. For purposes of any Company benefit plan,
including, without limitation, retirement (including the SERP),
life insurance, accidental death or dismemberment insurance,
disability insurance or incentive compensation purposes, the annual
stipend payable under this section shall not be considered wages or
other compensation.
6.
Termination for Cause.
6.1 In
General . Insurance Company shall be entitled to terminate
Executive’s employment for Cause in any of the following
circumstances:
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Breach of his fiduciary duty or his
duty of loyalty
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Material dishonesty
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