EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This
Employment Agreement (the “Agreement”) is entered into
as of the date below first written by and between AMERICAN
SAFETY INSURANCE SERVICES, INC. , a Georgia corporation (the
“Company”) and Joseph D. Scollo, Jr. , a
resident of the State of Georgia (the
“Employee”).
W I T N E S S E T H:
Whereas, the
Company desires to retain the services of the Employee and the
Employee desires to continue to provide his services as Executive
Vice President of the Company according to the provisions set forth
hereinbelow;
Whereas, the
Company and the Employee agree that their mutual best interests can
be best served by entering into this Agreement;
Now ,
Therefore, in consideration of these premises and the mutual
agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
EMPLOYMENT
. The Company hereby employs the Employee
as its Executive Vice President and the Employee hereby accepts
such employment under and subject to the terms and conditions of
this Agreement. The Employee represents and warrants that he has
the right, power and authority to enter into this Agreement and
that he is under no prohibition regarding his performance
hereunder. The Company represents and warrants that it has the
right, power and authority to enter into this Agreement.
2. DUTIES.
(a) The Employee shall competently and
diligently manage the daily operations and perform the normal
duties and responsibilities of the Executive Vice President of the
Company which is engaged in providing insurance management,
insurance and reinsurance underwriting services, loss control
services, marketing to clients, and such other related duties and
responsibilities consistent with the foregoing as may be reasonably
assigned to him from time to time by the President of the Company
(the “President”).
(b) The Employee shall timely report to
the President as may be reasonably requested of the
Employee.
(c) The Employee shall devote his full
time, skills and best efforts to the performance of his duties
hereunder, to the exclusion of all other employment activities,
except as otherwise provided in this Agreement; provided, however,
that the Employee may manage his own passive investments so long as
such management does not interfere materially with the performance
of his duties hereunder.
(d) The Employee shall generally perform
his duties from the offices of the Company, which are currently
located in the metropolitan area of Atlanta, Georgia.
(e) During the term of this Agreement,
the Employee acknowledges that he may also serve as Executive Vice
President of the Company’s corporate parent(s), American
Safety Holdings Corp. (“AS Holdings”) and American
Safety Insurance Holdings, Ltd. (“ASIH”), or
subsidiaries as the parties may mutually agree. The Employee shall
receive no additional cash or equity compensation for acting in
such other capacities.
(f) The Company shall indemnify and hold
harmless the Employee from and against all claims, suits, judgments
and damages (“Losses”) asserted or claimed by
affiliated or unaffiliated third persons or entities, arising out
of the Employee’s good faith efforts to implement the
policies and procedures of the Company (and any other companies or
corporate affiliates pursuant to Paragraph 2(e) hereof).
Notwithstanding the foregoing, however, the Company shall have no
such obligation to indemnify the Employee for any Losses which
arise as a result of any action or failure to act by the Employee
through his gross negligence, willful misconduct or breach of duty
of loyalty in connection with performance of his duties under this
Agreement. The Employee shall not be held responsible or liable to
the Company (and any other companies or corporate affiliates
pursuant to Paragraph 2(e) hereof) for any losses or errors or
omissions arising out of the performance of his duties in
accordance with the policies and procedures of the Company (and any
other companies or corporate affiliates pursuant to Paragraph 2(e)
hereof) as communicated to the Employee from time to time in
writing, except as a result of any action or failure to act by the
Employee through his gross negligence, willful misconduct or breach
of duty of loyalty in connection with the performance of his duties
under this Agreement.
3. COMPENSATION .
(a) In consideration of the services
rendered by the Employee under this Agreement, the Company shall
pay the Employee a salary of $270,000 per year during the first
twelve (12) months of this Agreement, $285,000 per year during the
second twelve (12) months of this Agreement and $300,000 during the
third twelve (12) months of this Agreement, which salary shall be
paid in equal installments in arrears on a twice-monthly
basis.
(b) The Employee shall be entitled to a
car allowance of $750 per month.
(c) The Employee shall be entitled to
receive a bonus annually, as follows:
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(i) |
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the bonus shall be in such amount, up to 75% of the
employee’s annual salary, as may be determined under the
Company Bonus Plan established each year by the Board of Directors
of the Company; |
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(ii) |
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the bonus, as calculated hereinabove, will be calculated on the
results of ASIH and its subsidiaries on a group basis for each
fiscal year ended December 31 in accordance with the formula or
other criteria determined annually by the Board of Directors of the
Company and will be paid by March 15 following the fiscal year to
which the bonus applies; and |
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(iii) |
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except as specifically provided in Section 6 below, no bonus
shall be paid to the Employee following termination of this
Agreement. |
4.
OTHER BENEFITS. The Employee
shall be entitled to the following fringe benefits and any other
such benefits which may be approved by the Board of Directors from
time to time during the term of this Agreement:
(a) Insurance Benefits .
Employee shall be entitled to participate in such major medical
health insurance, accident and long term disability insurance, and
life insurance programs as the Company may from time to time make
available to its senior executive employees. In addition, the
Company may purchase and maintain during the term of this Agreement
at least a $1,000,000 key-man life insurance policy on the Employee
for the benefit of the Company. The Employee agrees to submit to
medical examinations for such insurance and supply such information
as may be required in connection therewith.
(b) Stock Option Programs . The
Employee shall be eligible to participate in all stock option
plans, which the Company may from time to time make available to
the employees of the Company. The Employee shall be entitled to
receive 15% of the total number of options granted each year by the
Board of Directors of the Company to the employees of the Company.
The Employee shall also make recommendations to the Board of
Directors regarding the grant of stock options to other employees
of the Company. All option grants will each vest over a period of
years to be determined, consistent with the terms of the ASI stock
option plan.
(c) Vacation . The Employee
shall be entitled to four (4) weeks of vacation during each fiscal
year period of employment hereunder. The Employee agrees that he
shall schedule such vacation time so as not to materially impair
the performance of the Employee’s duties hereunder. During
the term hereof, up to a maximum of forty (40) hours of unused
vacation time to which Employee shall become entitled in any given
fiscal year may be carried-over to the immediately next succeeding
fiscal year, and such carried-over vacation time may be used within
such immediately next succeeding fiscal year. If such carried-over
vacation time is not used within such immediately next succeeding
fiscal year, such unused vacation time shall not accrue for use in
any subsequent period. Subject to the foregoing sentence, payment
shall be made for accrued and unused vacation time through the date
of termination of this Agreement.
(d) Business Expenses . The
Company shall reimburse the Employee within ten (10) days of
submission of expense statements for all reasonable and necessary
business expenses incurred by the Employee in connection with the
performance of his duties hereunder and the business affairs of the
Company (and any other companies or corporate affiliates pursuant
to Paragraph 2(e) hereof). The Employee will present such expense
reports in compliance with the procedures established by the
Company from time to time.
(e) Retirement Plan . The
Employee shall be able to participate in (i) the Company’s
401(k) profit sharing plan or other retirement plan in accordance
with the terms of any such plan; and (ii) other fringe benefit
plans available to employees of the Company. In addition, the
Company will pay up t
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