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EXECUTIVE EMPLOYMENT AGREEMENT

Employee Retention Agreement

EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: PENN MILLERS HOLDING CORP | 72 North Franklin Street, Wilkes-Barre, PA | Penn Millers Holding Corporation | Penn Millers Insurance Company | Penn Millers Mutual Holding Company | Penn Millers System | Winding Way, Dallas, PA You are currently viewing:
This Employee Retention Agreement involves

PENN MILLERS HOLDING CORP | 72 North Franklin Street, Wilkes-Barre, PA | Penn Millers Holding Corporation | Penn Millers Insurance Company | Penn Millers Mutual Holding Company | Penn Millers System | Winding Way, Dallas, PA

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: United States Of America     Date: 1/26/2009

EXECUTIVE EMPLOYMENT AGREEMENT, Parties: penn millers holding corp , 72 north franklin street  wilkes-barre  pa , penn millers holding corporation , penn millers insurance company , penn millers mutual holding company , penn millers system , winding way  dallas  pa
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EXHIBIT 10.6

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”,

AND

     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:

 

a.

 

solicit or hire any employees of Company or induce any of such employees to terminate their employment relationship with Company; or

 

 

b.

 

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.

     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:

 

 

Breach of his fiduciary duty or his duty of loyalty

 

 

 

Material dishonesty

 

 
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