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Exhibit 10.19
CRM HOLDINGS, LTD.
EMPLOYMENT AGREEMENT FOR ROBERT POLANSKY
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CRM HOLDINGS, LTD.
EMPLOYMENT AGREEMENT FOR ROBERT POLANSKY
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1.
Term..................................................................
1
2. Position, Duties
and Responsibilities................................. 1
3. Base
Salary...........................................................
2
4. Incentive
Awards......................................................
2
5. Long-Term Incentive
Programs.......................................... 2
6. Other
Payments........................................................
2
7. Employee Benefit
Programs............................................. 3
8.
Disability............................................................
3
9. Reimbursement of
Business and Other Expenses.......................... 3
10. Termination of
Employment.............................................
4
11. Confidentiality; Litigation Cooperation;
Non-disparagement............ 6
12.
Non-competition.......................................................
7
13.
Non-solicitation......................................................
7
14.
Remedies..............................................................
8
15. Resolution of
Disputes................................................
8
16.
Indemnification.......................................................
8
17.
Miscellaneous.........................................................
9
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EMPLOYMENT AGREEMENT
AGREEMENT, made and entered into as of the 22nd day of December
2006
("EFFECTIVE DATE") by and between CRM Holdings, Ltd., a Bermuda
company
(together with its subsidiaries from time to time and its
successors and
assigns, "CRM"), and Robert Polansky (the "EXECUTIVE").
WITNESSETH:
WHEREAS, CRM desires to employ Executive and Executive desires to
accept
such employment, pursuant to an agreement embodying the terms of
such employment
(this "AGREEMENT").
NOW,
THEREFORE, in consideration of the premises and mutual
covenants
contained herein and for other good and valuable consideration, the
receipt of
which is mutually acknowledged, CRM and Executive (individually a
"PARTY" and
together the "PARTIES") agree to be bound in accordance with the
terms of this
Agreement.
1.
Term.
The term of Executive's employment under this Agreement shall
commence
on Effective Date and end on the third anniversary of such date
(the "TERM"),
unless terminated earlier in accordance herewith. The Original Term
shall be
automatically renewed for successive one-year terms (the "RENEWAL
TERMS") unless
at least 30 days prior to the expiration of the Original Term or
any Renewal
Term, either Party notifies the other Party in writing that he or
it is electing
to terminate this Agreement at the expiration of the then current
Term. "TERM"
shall mean the Original Term and all Renewal Terms.
2.
Position, Duties and Responsibilities.
(a) Generally. Executive shall serve as SVP-Sales and Product
Development ("SVP") of CRM. In such capacity, Executive shall
report to the
Chief Executive Officer. Executive shall have and perform such
duties,
responsibilities, and authorities as are customary for the top
sales executive
of similar size companies and businesses as CRM, as are consistent
with such
positions and status. Executive shall devote substantially all of
his business
time and attention (except for periods of vacation or absence due
to illness),
and his best efforts, abilities, experience, and talent to the
position of
SVP-Sales and Product Development of CRM.
(b) Other Activities. During the Term, Executive may (i) serve on
the
boards of directors of trade associations and/or charitable
organizations,
provided that Executive shall notify the Chief Executive Officer of
any such
position, (ii) engage in charitable activities and community
affairs, and (iii)
manage personal investments and affairs, provided that such
activities do not
materially interfere with the proper performance of his duties as
SVP-Sales and
Product Development.
(c) Place of Employment. Executive's principal place of
employment
shall be the corporate offices of CRM.
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3.
Base Salary.
Executive shall be paid an annualized salary ("BASE SALARY") of
$250,000 in accordance with CRM's normal pay practices. The Base
Salary shall be
reviewed by the Compensation Committee (the "COMPENSATION
COMMITTEE") of the
Board of Directors (the "BOARD") no less than annually.
4.
Incentive Awards.
Executive shall be eligible to participate in CRM's annual
incentive
compensation plan with a target annual incentive award opportunity
of 40% of
Base Salary ("ANNUAL INCENTIVE"). For the 2007 performance period,
Executive's
Annual Incentive shall be no less than $50,000, provided that he
does not
terminate his employment with CRM voluntarily prior to the date
such bonuses are
paid to CRM executives in 2008.
5.
Restrictive Stock Grant
Executive shall be eligible to receive up to 50% of Base Salary as
an
annual bonus with a targeted annual Restricted Stock Grant equal to
30% of his
Base Salary Amount, dependent on achievement of individual
performance
objectives, company profitability and stock price. The Restricted
Stock Grant
shall be paid in restricted stock upon terms and conditions
contained in the
Company's equity incentive program currently in existence.
6.
Other Payments.
(a) Cash Signing Bonus. Executive shall be entitled to receive
$35,000
in cash ("CASH SIGNING BONUS") within 5 business days of his
initial date of
employment ("INITIAL EMPLOYMENT DATE") with CRM. In the event that
Executive
voluntarily terminates his employment with CRM within 12 months
after the date
he receives the Cash Signing Bonus, he shall repay the entire
amount of the Cash
Signing Bonus to CRM within 10 days after his final day of
employment.
(b) Stock Signing Bonus. Executive shall be entitled to receive
$187,500 in restricted stock of CRM within 5 business days of his
Initial
Employment Date ("STOCK SIGNING BONUS"). (The number of shares
delivered to
Executive shall be determined by the Committee, based upon the
closing price of
the Company's stock as quoted on the NASDAQ national market on the
Initial
Employment Date). The Stock Signing Bonus shall vest in three equal
installments
on the first 3 anniversaries of the Initial Employment Date.
(c) Car Allowance. Executive shall receive a $750 a month car
allowance, to cover the cost of owning, operating, maintaining and
insuring a
motor vehicle of his choosing.
(d) Vacation. As of the Initial Employment Date, Executive shall
be
entitled to five (5) weeks of paid vacation and shall take holidays
in
accordance with CRM's standard holiday schedule as amended from
time to time.
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7.
Employee Benefit Programs.
During the Term, Executive shall be entitled to participate in
CRM's
employee benefit plans and programs as such plans or programs may
be in effect
from time to time, including, without limitation, health, medical
and dental
coverage (together, "WELFARE BENEFITS").
8.
Disability.
(a) If Executive becomes "Disabled" (as defined below) during
the
Term, Executive shall receive 60% of his Base Salary, at the annual
rate in
effect on the commencement date of his eligibility for CRM's
long-term
disability benefits ("COMMENCEMENT DATE") for a period beginning on
the
Commencement Date and ending with the earlier to occur of (A)
Executive's
attainment of age 65, or (B) Executive's commencement of retirement
benefits
from CRM. If Executive ceases to be Disabled 180 days thereafter,
he may elect
to resume such position by written notice to CRM within 15 days
after CRM
delivers its request. If he resumes such position, he shall
thereafter be
entitled to his Base Salary at the annual rate in effect for the
year he resumes
his position and a Pro Rata Annual Incentive (as defined). If he
ceases to be
disabled 180 days thereafter and does not offer to resume his
position in
accordance with the preceding sentence, he shall be treated as if
he voluntarily
terminated his employment as of the date Executive ceases to be
disabled. If
Executive is not offered his position by CRM after he ceases to be
Disabled
during the Term, he shall be treated as if his employment was
terminated without
Cause as of the date Executive ceases to be Disabled.
(b) Executive shall be entitled to a Pro Rata Annual Incentive
assuming Target performance for the year in which the termination
occurs, such
bonuses payable in a lump sum not later than 15 days after the
Commencement
Date. Executive shall not be entitled to any annual incentive award
with respect
to the period following the termination. If Executive recommences
his position
in accordance with Section 8(a), he shall be entitled to a Pro Rata
Annual
Incentive assuming Target performance for the year he resumes such
position.
(c) During the period Executive is Disabled, he shall be treated as
an
employee for purposes of all employee benefits, plans and programs
in which he
was participating on the Commencement Date, except for any annual
salary
increases or any new long-term incentive plan grants during any
Disability
period.
For purposes of this Agreement, "DISABILITY" means Executive's
inability, due to physical, mental, or emotional injury or
limitation, to
substantially perform the usual and customary duties of his
employment, for a
period of 180 consecutive days.
(d) The benefits provided for in this Section 8 are instead of,
and
not in addition to, any benefits provided for by the Company's
long-term
disability policy, for which Executives waives payment upon
complete
satisfaction of the Company's obligations to him under this Section
8.
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9.
Reimbursement of Business and Other Expenses.
Executive is authorized to incur reasonable expenses in carrying
out
his duties and responsibilities under this Agreement, and CRM shall
reimburse
him for all such reasonable business expenses, subject to
documentation in
accordance with CRM's applicable policies.
10.
Termination of Employment.
(a) Death. If Executive dies during the Term or any Renewal
Term,
Executive's estate and/or beneficiaries shall be entitled to (and
their sole
remedies under this Agreement shall be):
(i) Base Salary through the date of Executive's death;
(ii) the balance of any incentive awards earned as of December
31
of the prior year (but not yet paid), (together, with unpaid
Base
Salary, "ACCRUED AMOUNTS");
(iii) Pro Rata Annual Incentive for the year in which the date
of
termination ("TERMINATION DATE") occurs assuming Target
performance
("PRO RATA ANNUAL INCENTIVE"):
(iv) immediate vesting of all unvested and outstanding stock
options, (and the right to exercise all such stock options for
one
year), the removal of any and all restrictions regarding any
restricted stock or deferred stock units, and the vesting and
settlement of
any performance awards at target award levels (together,
"EQUITY ACCELERATION"); and
(v) other or additional benefits then due or earned in
accordance
with applicable plans and programs of CRM ("ENTITLEMENTS").
(b) Termination by CRM for Cause.
(i) In the event CRM terminates Executive's employment for
Cause,
Executive's sole remedies under this Agreement shall be to receive
his
Accrued Amounts and any Entitlements. Executive shall not be
entitled
to receive any Severance Pay (as defined) or Welfare Benefits
continuation, and his equity awards will be settled in accordance
with
the terms and conditions of the applicable grant agreements.
(ii) "CAUSE" shall mean Executive's:
(A) breach of Sections 11, 12 or 13 of this Agreement;
(B) conviction of, or plea of nolo contendre to, any felony,
or any act that is materially and demonstrably injurious to
CRM's
financial condition or reputation;
(C) engaging in conduct constituting gross neglect or
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misconduct in carrying out his duties under this Agreement and that
is
demonstrably injurious to CRM's financial condition or reputation;
or
(D) act or series of acts constituting misconduct resulting
in a restatement of the Company's financial statements due to
material
non-compliance with any financial reporting requirement within
the
meaning of Section 304 of The Sarbanes-Oxley Act of 2002.
(c) Voluntary Termination. In the event of a termination of
employment
by Executive on his own initiative after delivery of 10 business
days advance
written notice, other than a termination due to death or
Disability, or by
Executive for Good Reason, Executive shall be entitled to receive
only his
Accrued Amounts and Entitlements.
(d) Termination by the Company without Cause or by Executive for
Good
Reason. If CRM terminates Executive's employment without Cause
(which
termination shall be effective as of the date specified by CRM in a
written
notice to Executive), other than due to Executive's death or
Disability, or if
Executive terminates his employment for Good Reason (as defined
below),
Executive's sole remedies under this Agreement shall be to
receive:
(i) all Accrued Amounts; (ii) a Pro Rata Annual Incentive for
the
year
in which the Termination Date occurs; (iii) all Entitlements, and
(iv)
continuation of Welfare Benefits for 12 months.
(ii) In addition, Executive shall be entitled to receive
severance pay ("SEVERANCE PAY") in cash equal to the sum of (A) the
Base
Salary amount immediately prior to the Termination Date (unless a
reduction
in
Base Salary is the reason for a Good Reason termination, in which
case,
the
Base salary amount prior to any such reduction), plus (B)
Executive's
Annual Incentive opportunity (assuming Target performance) for the
year in
which the termination occurs.
(e) Certain definitions. For purposes of this Agreement, "GOOD
REASON"
shall mean Executive's termination of his employment with CRM
following the
occurrence, wit
