EXHIBIT
10.9
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT dated as
of June 1, 2005 (the “Effective Date”), by and between
AmTrust North America, Inc., 59 Maiden Lane, 6 th Floor,
New York, New York, a Delaware corporation (the
“Company”) and Christopher M. Longo, an individual
residing at 1269 Gaynelle Avenue, Streetsboro, Ohio 44241
(“Executive”).
WITNESSETH
WHEREAS
, The Company and Executive desire
to enter into this Employment Agreement (the
“Agreement”) in order to set forth the terms and
conditions of Executive’s employment, intending to supersede
any prior employment agreement, written or oral, whether with the
Company or other affiliates.
NOW,
THEREFORE , in
consideration of the mutual covenants and promises contained herein
and other good and valuable consideration, receipt of which is
acknowledged, the parties hereto agree as follows:
1. Duties
and Responsibilities. The duties and responsibilities of
Executive shall be those of a senior executive of the Company as
the same shall be assigned to him, from time to time, by the Board
of Directors of the Company. Executive recognizes that, during the
period of his employment hereunder, he owes an undivided duty of
loyalty to the Company and agrees to devote all of his business
time and attention to the performance of his duties and
responsibilities and to use his best efforts to promote and develop
the business of the Company. Subject to the approval of the Board
of Directors, which shall not be unreasonably withheld, Executive
shall be entitled to serve on corporate, civic, and/or charitable
boards or committees and to otherwise reasonably participate as a
member in community, civic, or similar organizations and the
pursuit of personal investments which do not present any material
conflicts of interest with the Company.
It is the intention of the Company that
Executive shall be appointed as an officer to serve in such
position at the pleasure of the Board of Directors, reporting on a
day-to-day basis directly to the president of Company and the
president of the Company’s parent corporation, AmTrust
Financial Services, Inc. (“AFS”). If elected, Executive
shall serve as a member of the Board of Directors of the Company or
such of its affiliates to which he may be elected, in each case,
without additional compensation.
2.
Employment Period. For a period commencing on the Effective
Date hereof and ending on May 31, 2008 (the “Employment
Period”), the Company hereby employ Executive in
the capacities herein set forth.
Executive agrees, pursuant to the terms hereof, to serve in such
capacities for the Employment Period. This Agreement shall renew
for successive one year periods unless one of the parties provides
written notice to the other more than ninety days prior to end of
the Employment Period or any successive Employment Period that the
party will not renew the Agreement.
3.
Compensation and Benefits.
(a) Salary. The
Company, collectively, shall pay Executive a salary at the rate of
On Hundred Thousand Dollars ($100,000) per annum
(“Salary”) through December 31, 2005, One Hundred
Seventy-Five Thousand Dollars ($175,000) per annum effective
January 1, 2006, Two Hundred Thousand Dollars ($200,000) per annum
effective January 1, 2007 and Two Hundred Fifty Thousand Dollars
($250,000) per annum effective January 1, 2008, payable in
accordance with the Company’ normal payroll process. In the
event of the renewal of this Agreement for a successive Employment
Period, Executive shall be entitled to a salary review annually
commencing on the fourth anniversary of the Effective Date during
the term of this Agreement. Such salary review shall be based
entirely on merit and any salary adjustments shall be determined by
the Board of Directors of the Company solely at its
discretion.
(b) Profit
Bonus. Executive shall receive an annual bonus equal to one percent
(1%) of the profit, as defined herein, of AFS during the Employment
Period or any successive Employment Period (the “Profit
Bonus”). Effective as of the Calendar year ending December
31, 2006, the Profit Bonus shall not exceed one and one-half times
Executive’s then current Salary. For purposes of computing
the Profit Bonus, profits shall mean AFS’ after tax net
income, excluding extraordinary income and all income of AmTrust
Pacific Limited, as determined by AFS’s independent public
accountants whose determination thereof shall be final, binding and
conclusive. The Profit Bonus for each year shall be paid within
sixty (60) days after the completion and issuance of AFS’s
consolidated financial statements for the prior calendar year. The
Profit Bonus shall be payable only if Executive is employed by the
Company on the date that the bonus is payable.
(c) Special
Bonus. It is understood and agreed that AFS intends to adopt a 2005
Incentive Stock Plan (the “Plan”). Upon such adoption
and based upon a proposed capitalization of thirty million issued
and outstanding shares of common stock, Executive shall be granted
an incentive stock option to purchase under the Plan 300,000 shares
of AFS common stock, subject to the terms and conditions of the
Plan. The number of shares covered by the option shall be adjusted
upward or downward, as the case may be, to an amount equal to one
percent of the issued and outstanding shares of common stock if the
number of said shares is greater or lesser than thirty million. In
the event that AFS, during the term of the option, does not have a
liquidity event, such as an initial public offering, a sale of in
excess of twenty percent (20%) of its outstanding shares to persons
currently not affiliated with AFS or a merger or sale of AFS to a
non-affiliated third party, exercise of the option, in whole or in
part, shall be deferred indefinitely unless and until such event
occurs.
(d) Executive
may also receive other bonus payments determined at the sole
discretion of the Board of Directors (“Discretionary
Bonus”).
(e) Executive
shall also be entitled to the following benefits:
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(i)
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three weeks (3) weeks of paid
vacation for each twelve (12) months of the Employment, or such
greater period as may be approved from time to time by Board of
Directors. Unused vacation time shall not be carried over to any
subsequent calendar year;
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(ii)
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paid holidays and any and all other
work-related leave (whether sick leave or otherwise) as provided to
the Company’ other executive employees; and
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(iii)
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participation in such employee
benefit plans to which executive employees of the Company, their
dependents and beneficiaries generally are entitled during the
Employment Period and, including, without limitation, health
insurance, disability and life insurance, retirement plans and
other present or successor plans and practices of Company for which
executive employees, their dependents and beneficiaries are
eligible.
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4.
Reimbursement of Expenses. The Company recognizes that
Executive, in performing Executive’s functions, duties and
responsibilities under this Agreement, may be required to spend
sums of money in connection with those functions, duties and
responsibilities for the benefit of the Company and, accordingly,
shall reimburse Executive for travel and other out-of-pocket
expenses reasonably and necessarily incurred in the performance of
his functions, duties and responsibilities hereunder upon
submission of written statements and/or bills in accordance with
the regular procedures of the Company in effect from time to
time.
5.
Disability. In the event that Executive shall be unable to
perform because of illness or incapacity, physical or mental, all
the functions, duties and responsibilities to be performed by him
hereunder for a consecutive period of two (2) months or for a total
period of three (3) months during any consecutive twelve (12) month
period, the Company may terminate this Agreement effective on or
after the expiration of such period (the “Disability
Period”) upon five (5) business days’ written notice to
Executive specifying the termination date (the “Disability
Termination Date”). Executive shall be entitled to receive
his Salary and any unreimbursed expenses to the Disability
Termination Date. Disability under this paragraph, shall be
determined by a physician who shall be selected by the Company and
approved by Executive. Such approval shall not be unreasonably
withheld or delayed, and a physician shall be deemed to be approved
unless he or she is disapproved in writing by Executive within ten
(10) days after his or her name is submitted. The Company may
obtain disability income insurance for the benefit of Executive in
such amounts as the Company may determine.
6.
Death. In the event of the death of Executive during the
Employment Period, this Agreement and the employment of Executive
hereunder shall terminate on the date of death of Executive.
Executive’s heirs or legal representatives shall be entitled
to receive his Salary earned to the date of his death and any
unreimbursed expenses.
The Company may discharge Executive for Cause at
any time. Cause for discharge shall include (i) a material breach
of this Agreement by Executive, b
