THIS TERMINATION AGREEMENT (this “
Agreement ”) is made and entered into as of the 9th
day of October, by and between First Mercury Financial Corporation,
a Delaware corporation (the “ Company ”), and
Jerome M. Shaw (“ Consultant ”).
WHEREAS, the Company and Consultant are parties
to that certain Consulting Agreement, dated as of October 17,
2006 (the “ Consulting Agreement ”), pursuant to
which the Company engaged Consultant to provide certain consulting
services to the Company and its subsidiaries as reasonably
requested from time to time by the Company; and
WHEREAS, the Company and Consultant desire to
terminate the Consulting Agreement on the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the
premises, agreements and promises herein contained, the parties
agree as follows:
1.
Obligations by the Company .
(a) Upon execution of this Agreement, the
Company shall pay Consultant $1,053,763.44 in cash by wire transfer
of immediately available funds to an account designated in writing
by Consultant to the Company in full satisfaction of all amounts
owed by the Company to Consultant under the Consulting
Agreement.
(b) Until October 17, 2009,
(i) the Company shall continue to make a Company automobile
available to Consultant; and (ii) Company shall permit
Consultant to continue to participate in the Company’s health
plan, in both cases, on terms consistent with past
practices.
2. Termination of Consulting
Agreement . Effective as of the date hereof, the parties agree
that the Consulting Agreement is hereby terminated and shall be of
no further force or effect. Other than with respect to the
obligations described in Section 1 of this Agreement,
it is expressly agreed that, from and after the date hereof, the
Company and its affiliates shall have no further obligation under,
and Consultant shall have no further rights under, the Consulting
Agreement including, without limitation, any rights to fees,
benefits, severance, perquisites, reimbursements or other
payments.
3. General
Release and Waiver of Claims .
(a) In accordance with and pursuant to
Section 6.3 of the Consulting Agreement, in consideration of
the Company’s payment to Consultant of the amounts described
in Section 1 of this Agreement and of the
Company’s compliance with the Consulting Agreement,
Consultant hereby releases and forever discharges and covenants not
to sue, and by these presents does for his legal representatives,
trustees, beneficiaries, heirs, legatees, executors and
administrators (Consultant and such persons referred to herein,
collectively, as the “ Releasing Parties ”), the
Company and its subsidiaries, shareholders, affiliated entities,
successors and assigns, and its and their respective officers,
directors, employees, equity holders,
agents and
representatives and all of their respective successor and assigns
(each a “ Released Party ” and collectively, the
“ Released Parties ”) of and from any and all
manner of actions, proceedi
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