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JOSEPH D. SCOLLO EMPLOYMENT AGREEMENT

Executive Employment Agreement

JOSEPH D. SCOLLO EMPLOYMENT AGREEMENT | Document Parties: AMERICAN SAFETY INSURANCE SERVICES, INC You are currently viewing:
This Executive Employment Agreement involves

AMERICAN SAFETY INSURANCE SERVICES, INC

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Title: JOSEPH D. SCOLLO EMPLOYMENT AGREEMENT
Governing Law: Georgia     Date: 3/21/2005
Industry: Insurance (Prop. and Casualty)     Sector: Financial

JOSEPH D. SCOLLO EMPLOYMENT AGREEMENT, Parties: american safety insurance services  inc
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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:

  (i)   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;

  (ii)   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

  (iii)   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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