Exhibit 10.1
HILB ROGAL & HOBBS
COMPANY
Senior Executive
Employment Agreement
With
F. MICHAEL CROWLEY
EMPLOYMENT
AGREEMENT
THIS AGREEMENT, effective the 15th
day of October, 2005, by and between F. Michael Crowley, an
individual residing in the County of Henrico, Virginia (the
“Executive”), and HILB ROGAL & HOBBS COMPANY,
a Virginia corporation with corporate offices located at 4951 Lake
Brook Drive, Suite 500, Glen Allen, Virginia 23060 (the
“Company”).
WHEREAS, the Company has promoted
the Executive to the position of President of the Company and wants
to assure itself of the benefit of the Executive’s services
and experience; and
WHEREAS, the Executive has assumed
the position of President and is willing to continue in the employ
of the Company upon the terms and conditions herein set
forth;
NOW, THEREFORE, in consideration of
the premises and covenants contained herein, and intending to be
legally bound hereby, the parties hereto agree as
follows:
I. Term of Employment .
(A) The term of the employment of
the Executive under this Agreement shall be for the two
(2) year period commencing on October 15, 2005, and
ending on October 31, 2007; provided, however, that commencing
on October 31, 2006 and on each annual anniversary of such
date (such date and each annual anniversary being hereinafter
referred to as the “Renewal Date”) unless previously
terminated, the term of employment shall automatically extend so as
to terminate two (2) years from such Renewal Date, unless
notice that the term of employment will not be extended is given by
either party to the other at least 60 days prior to the Renewal
Date.
(B) Notwithstanding the foregoing
provision (A) of this Section I., the term of employment of
the Executive under this Agreement shall be subject to earlier
termination by:
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(1)
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determination
of disability of the Executive pursuant to Section IV.;
or
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(2)
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dismissal of
the Executive from his position as President, pursuant to
resolution by the Board of Directors of the Company, or failure or
refusal of the Board of Directors to re-elect the Executive to the
position of President;
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(3)
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resignation by
Executive; or
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(4)
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death of the
Executive;
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provided , however, that
(i) in the event of termination for
determination of disability pursuant to Paragraph (1) above,
Section IV. shall apply;
(ii) in the event of termination
pursuant to Paragraph (2) above for “Proper Cause”
(defined in Section V.(A)) or pursuant to Paragraph (3) above
for other than “Good Reason” (defined in Section
VI.(A)), Section V.(B) shall apply;
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(iii)
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in the event of
termination pursuant to Paragraph (2) above without
“Proper Cause” (defined in Section V.(A)) or pursuant
to Paragraph (3) above for “Good Reason” (defined
in Section VI.(A)), Section VI.(B) shall apply;
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(iv)
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in the event of
retirement of the Executive upon the expiration of the term set
forth in Section I.(A), Section VII shall apply; or
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(v)
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in the event of
termination due to the death of the Executive pursuant to Paragraph
(4) above, Section VIII. shall apply.
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II. Services To Be Rendered .
The Company agrees to employ the
Executive as the President of the Company, subject to the terms,
conditions and provisions of this Agreement. The Executive hereby
accepts such employment and agrees that he shall devote the same
degree of skill and diligence in rendering services to the Company
under this Agreement as he applied during his prior employment by
the Company. The Executive agrees that his employment as President
of the Company pursuant to this Agreement is a full time position.
Notwithstanding the foregoing, the Executive may devote a
reasonable amount of his time to serving as an officer and director
of other companies affiliated with the Company; to his personal
investments and business affairs, including service as a director
of unaffiliated companies; and to civic, political and charitable
activities; provided however , the Executive shall
not accept any position as a director of any unaffiliated
for-profit business organization, other than positions presently
held by him, without prior approval of the Board of Directors of
the Company (which approval will not be unreasonably
withheld).
III. Compensation .
In consideration for the services
rendered to the Company under this Agreement, the Company shall pay
and provide to the Executive the following compensation and
benefits:
(A) Salary .
The Company shall pay the Executive
an annual base salary of $440,000, payable in twenty four
semi-monthly installments. This annual base salary shall be
reviewed annually by the Human Resources & Compensation
Committee of the Board of Directors to consider appropriate
increases, but in no event shall the amount of the base salary be
reduced.
(B) Annual Incentive Bonus
.
In addition to the base salary to be
paid to the Executive under Section III.(A), the Executive may also
be entitled to an annual incentive bonus as established and
modified, from time to time, by the Human Resources &
Compensation Committee of the Board of Directors. For purposes of
this Agreement, in calculating any amount which may be due as a
result of a Change of Control or termination without proper cause,
the Executive shall be deemed to have received a bonus of $288,000
on October 15, 2005.
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(C) Ancillary Benefits
.
The Executive shall also be entitled
to vacations, participation in the Company’s Retirement
Savings Plan, Executive Voluntary Deferral Plan and Supplemental
Executive Retirement Plan, sick leave benefits, post-retirement
benefit plan, and all other ancillary benefits provided by the
Company, including, but not limited to, group life, health and
disability insurance coverage, consistent with the compensation
policies and practices of the Company from time to time prevailing
with respect to persons who are executive officers of the
Company.
(D) Stock Based
Awards.
The Executive shall receive such
stock option awards each year as determined by the Human
Resources & Compensation Committee of the Board of
Directors in its sole discretion.
IV. Disability .
(A) The term of employment of the
Executive may be terminated at the election of the Company upon the
Board of Director’s receiving evidence that the Executive is
disabled as that term is defined in the Group Long Term Disability
Insurance Certificate and Summary Plan Description for the
Company’s Group Disability Plan.
(B) In the event of such termination
for disability, the Company shall thereupon be relieved of its
obligations to pay any compensation and benefits under Section
III., except for accrued and unpaid items, but shall, in addition,
pay to the Executive such disability compensation as set forth in
any disability plan established by the Company for its executive
officers.
V. Termination for Proper Cause or Without
Good Reason
(A) The occurrence of any of the
following events shall constitute “Proper Cause” for
termination of the employment of the Executive under this
Agreement, at the election of the Board of Directors of the
Company:
(1) the Executive shall voluntarily
resign as a director, officer or employee of the Company or any of
its affiliates without the written consent of the Board of
Directors of the Company;
(2) the Executive shall breach this
Agreement in any material respect and fail to cure such breach
within sixty (60) calendar days after receiving written notice
of such breach from the Company; or
(3) gross misconduct, including
without limitation: (a) the perpetration of a fraud by
Employee upon HRH or any of HRH’s customers; (b) the
embezzlement or theft of money or property by the Executive from
HRH or any of HRH’s customers; or (c) Employee’s
arrest or conviction for a crime involving a felony.
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(4) a breach of HRH’s Code of
Business Conduct and Ethics. A few examples of conduct that may
result in Termination for Cause for a breach of HRH’s
Business Code of Ethics include: (a) a violation of the law or
Company policy, including requesting or directing others to violate
the law or Company policy; (b) the failure to report a known
or suspected violation of Company policy; (c) the failure to
cooperate in an investigation of possible violations of Company
policy; (d) the retaliation against another HRH employee for
reporting a concern or violation; (e) the intentional false
reporting of another officer or employee; (f) the failure to
monitor and oversee compliance with Company policies and applicable
law by subordinates effectively; and (g) the unauthorized
disclosure of confidential information relating to HRH or HRH
employees, vendors or customers;
provided , however , the inability of the
Executive to achieve favorable results of operations shall clearly
not be deemed Proper Cause for termination hereunder.
(B) In the event of termination of
the Executive’s employment by the Company pursuant to Section
I.(B)(2) for Proper Cause or by the Executive pursuant to Section
I.(B)(3) other than for “Good Reason” (defined in
Section VI.(A)), the Company shall thereupon be relieved of its
obligations to pay any compensation and benefits under Section
III., except for accrued and unpaid items.
VI. Termination for Good Reason or Without
Proper Cause .
(A) The occurrence of any of the
following events shall constitute “Good Reason” for
termination of employment by Executive:
(1) the assignment to the Executive
of any duties inconsistent in any respect with the
Executive’s position (including status, offices, titles and
reporting requirements), authority, duties or responsibilities as
contemplated by Section II. of this Agreement, or any other action
by the Company which results in a diminution in such position,
authority, duties or responsibilities, excluding for this purpose
an isolated, insubstantial and inadvertent action not taken in bad
faith and which is remedied by the Company promptly after receipt
of notice thereof given by the Executive; or
(2) any failure by the Company to
comply with any of the provisions of Section III. of this
Agreement, other than an isolated, insubstantial and inadvertent
failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the
Executive; or
(3) the Company’s requiring
the Executive to be principally based at any office or location
other than within the Richmond, Virginia metropolitan
area.
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(B) In the event of termination of
the Executive by the Company pursuant to Section I.(B)(2) without
Proper Cause or by the Executive pursuant to Section I.(B)(3) for
Good Reason, the Company shall thereafter be and remain obligated
to the Executive (or his estate or designated beneficiary) for the
following:
(1) continuation of the compensation
and benefits provided under Section III.(A) and III.(B) and such
benefits under III.(C) as are payable to a terminated employee
until expiration of the term of employment established by Section
I.(A) or for one (1) year, whichever is greater;
(2) immediate full vesting of all
unvested stock options and awards of restricted stock;
and
(3) immediate full vesting of all
benefits in the Company’s Supplemental Executive Retirement
Plan.
(C) In the event of a dispute as to
whether Executive was terminated for or without “Proper
Cause,” or for or without “Good Reason,” or
regarding the amount of compensation Executive is entitled to
receive under this Section VI., the Company shall be obligated to
continue to pay to the Executive (or his estate or designated
beneficiary) all of the compensation and benefits reserved under
this Section VI. until the dispute is resolved by an arbitrator
pursua
