EXHIBIT 10.1
Letter Agreement between ProAssurance and Lynn Kalinowski, dated November 4,
2005.
November 4, 2005
Lynn M. Kalinowski
MEEMIC Insurance Company
691 North Squirrel Road, Suite 100
Auburn Hills, MI 48326
Dear Lynn:
ProAssurance
Corporation ("PRA") and MEEMIC Holdings, Inc. ("Holdings") are
in the process of negotiating a proposed
transaction (the
"Transaction")
that
will involve the sale of all of the stock
of MEEMIC Insurance Company and MEEMIC
Insurance Services Corporation (the "Companies") to Motors Insurance
Company
("Buyer"). Because of your knowledge of and
experience
with the financial
and
business operations of the Companies, PRA and Holdings have requested your
cooperation and assistance in negotiating and effecting the Transaction. In
connection therewith, PRA and Holdings agree to pay you a success fee on
the
following terms and conditions.
Subject to the
conditions herein set
forth, PRA will pay you a success fee
in a total amount equal to two times your
current base salary of
$285,000 per
annum (the "Success Fee") in two
installments with the
first installment in the
amount of $285,000 due promptly after the closing of the Transaction (the
"Closing") and the second installment in the amount of $285,000 due 18
months
following the Closing if you are still
employed by either of the Companies or by
Buyer or its affiliate; provided, however, that the second installment will
become immediately due and payable if you should
become entitled to
severance
compensation under the terms of the Release
and Severance Compensation Agreement
dated June 15, 2001, among you, PRA,
Holdings and MEEMIC
Insurance Company (the
"Severance Agreement"). Notwithstanding the
foregoing, PRA will pay you the full
amount of your Success Fee at Closing if and on the condition that prior to
Closing you agree in writing to terminate your Severance Agreement and to
release the Companies, Holdings, and PRA from their respective obligations
thereunder effective on the date of
Closing.
The obligation
of
