BROWN & BROWN,
INC.
EMPLOYMENT
AGREEMENT
THIS
EMPLOYMENT AGREEMENT is
entered into by and between BROWN & BROWN, INC. ,
hereinafter called the "Company," and J. HYATT BROWN ,
hereinafter called "Employee," effective July 1, 2009.
BACKGROUND
Employee is the
Chairman of the Company. Employee previously also served
as Chief Executive Officer of the Company, until Employee’s
retirement from that position effective July 1,
2009. The Company desires to continue to obtain the
benefit of services by the Employee, and the Employee desires to
continue to render services to the Company.
Accordingly, in
consideration of the mutual covenants and representations set forth
below, the Company and Employee agree as follows:
TERMS
1.
Definitions . "Company" means Brown & Brown,
Inc. and with respect to paragraph 9, hereof, also means its
subsidiaries, affiliated companies and any company operated or
supervised by the Company, as well as any successor entity formed
by merger or acquisition, including any company that may acquire a
majority of the stock of Brown & Brown,
Inc. "Employee" means J. Hyatt Brown and with respect to
paragraph 10 hereof also means any company or business in which
Employee has a controlling or managing interest.
2.
Employment. The Company hereby employs or continues to
employ Employee upon the terms and conditions set forth in this
Agreement.
3.
Term . The term of the Agreement shall be
continuous until terminated by either party as provided
herein. This Agreement supersedes all prior employment
agreements or arrangements existing as between the Company and the
Employee.
4.
Extent of Duties . At the time of execution of
this Agreement, Employee shall be continuing to serve as Chairman
of the Board of the Company and shall also be employed to render
assistance with acquisitions and recruitment. Employee
shall perform the duties associated with such position and shall
commit such of his time and effort required in completing and
fulfilling those duties and responsibilities commensurate with and
like in amount to the time committed by the Employee in fulfilling
the same as of the execution hereof. During the term of his
employment under this Agreement, Employee shall not directly or
indirectly engage in the insurance business in any of its phases,
either as a broker, agent, solicitor, consultant or participant, in
any manner or in any firm or corporation engaged in the business of
insurance or re-insurance, except for account of the Company or as
agreed by the Company.
5.
Compensation. During the term of this Agreement,
Employee shall be compensated in such amount as is mutually agreed
upon between Company and Employee. The Employee shall participate
in and receive comparable benefits as are provided by the Company
to its other personnel from time to time.
6.
Termination . This Agreement may be
terminated:
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by mutual
consent of the Company and Employee;
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by Employee
upon thirty (30) days written notice to the Company; or
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by the Company
upon thirty (30) days written notice to Employee.
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Termination of
Employee's employment under this Agreement shall not release either
Employee or the Company from obligations hereunder arising or
accruing through the date of such termination nor from the
post-termination provisions of this
Agreement. Termination may be without cause and no cause
need be stated in notice of termination. On notice of
termination of or by the Employee, the Company has the power to
suspend the Employee from all duties on the date notice is given,
and to immediately require return of all Confidential Information
as described in the Agreement.
7.
Confidential Information; Non-Piracy Covenants
. (a) Employee recognizes and acknowledges
that the Confidential Information (as hereafter defined)
constitutes valuable, secret, special, and unique assets of
Company. Employee covenants and agrees that, during the
term of this Agreement and following termination (whether voluntary
or involuntary), he or she will not disclose the Confidential
Information to any person, firm, corporation, association, or other
entity for any reason or purpose without the express written
approval of Company and will not use the Confidential Information
except in Company's business. It is expressly understood
and agreed that the Confidential Information is the property of
Company and must be immediately returned to Company upon demand
therefor. The term Confidential Information includes
each, every, and all written documentation related to Company or
its business that is not public information, whether furnished by
Company or compiled by Employee, including but not limited
to: (1) lists of the Company's customers,
companies, accounts and rec
