Exhibit 10.19
CRM HOLDINGS, LTD.
EMPLOYMENT AGREEMENT FOR ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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CRM HOLDINGS, LTD.
EMPLOYMENT AGREEMENT FOR ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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, without Executive's written consent, of one or more of the following
events (except as a result of a prior termination):
(A) any failure by CRM to perform any material obligation
under, or breach by CRM of any material provision of, this Agreement
that is not cured within 30 days;
(B) a relocation of CRM's corporate offices outside a
50-mile radius of CRM's then corporate offices and which would
increase Executive's commute by 50 miles; or
(C) any failure to secure the agreement of any successor
corporation (or other entity) to CRM to fully assume CRM's obligations
under this Agreement.
(f) Timing of Termination Pay. All Severance Pay and other payments
due Executive hereunder shall be delivered no later than 15 days after the
Termination Date,
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provided that if Executive is deemed to be a "key employee" for purposes of
Internal Revenue Code Section 409A ('CODE SECTION 409A"), such payments shall
not be made to Executive by CRM until 6 months after the Termination Date if
necessary to avoid incurring excise taxes under Code Section 409A.
(g) Mitigation and Offset. Executive has no obligation to mitigate
payments due him pursuant to this Agreement; however, CRM has the right to
deduct any amounts owed to CRM by Executive from payments due to Executive from
CRM.
(h) Release of Employment Claims. As a condition to receipt of the
payments and benefits provided for in this Agreement, Executive agrees to
execute a release, in a form reasonably satisfactory to CRM, releasing any and
all claims arising out of Executive's employment (other than enforcement of this
Agreement, Executive's rights under any of CRM's incentive compensation and
employee benefit plans and programs, and any claim for any tort for personal
injury not arising out of or related to his termination of employment).
11. Confidentiality; Litigation Cooperation; Non-disparagement.
(a) Confidentiality. During the Term and at all times thereafter,
Executive shall not disclose to anyone (except in good faith in the ordinary
course of business to a person who will be advised by Executive to keep such
information confidential) or make use of any CONFIDENTIAL INFORMATION except in
the performance of his duties hereunder or when required to do so by legal
process, by any governmental agency having supervisory authority over the
business of CRM or by any administrative or legislative body (including a
committee thereof) that requires him to divulge, disclose or make accessible
such information. In the event that Executive is so ordered, he shall give
prompt written notice to CRM to allow CRM the opportunity to object to or
otherwise resist such order.
For purposes of this Agreement, "CONFIDENTIAL INFORMATION" shall mean all
information concerning the business of CRM relating to any of their products,
product development, trade secrets, customers, suppliers, finances, and business
plans and strategies. Excluded from the definition of Confidential Information
is information (i) that is or becomes part of the public domain, other than
through the breach of this Agreement by Executive or (ii) regarding CRM's
business or industry properly acquired by Executive in the course of his career
as an executive in CRM's industry and independent of Executive's employment by
CRM. For this purpose, information known or available generally within the trade
or industry of CRM shall be deemed to be known or available to the public.
(b) Non-Disclosure. During the Term and at all times thereafter,
Executive shall not disclose the existence or contents of this Agreement except
as otherwise publicly known and to the extent such disclosure is required by
law, by a governmental agency, or in a document required by law to be filed with
a governmental agency or in connection with enforcement of his rights under this
Agreement. In the event that disclosure is so required, Executive shall give
prompt written notice to CRM to allow CRM the opportunity to object to or
otherwise resist such requirement. This restriction shall not apply to such
disclosure by him to members of his immediate family, his tax, legal or
financial advisors, any lender, or tax authorities, or to potential future
employers to the extent necessary, each of whom shall be
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advised not to disclose such information.
(c) Litigation Cooperation. Executive agrees to cooperate with CRM,
during the Term and thereafter (including following Executive's termination of
employment for any reason), by making himself reasonably available to testify on
behalf of CRM in any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, and to assist CRM, in any such action, suit,
or proceeding, by providing information and meeting and consulting with the
Board or its representatives or counsel, or representatives or counsel to CRM,
as reasonably requested; provided, however, that the same does not materially
interfere with his then current professional activities. CRM agrees to reimburse
Executive, on an after-tax basis, for all expenses actually incurred in
connection with his provision of testimony or assistance.
(d) Non-Disparagement. Executive agrees that, during the Term and
thereafter (including following Executive's termination of employment for any
reason) he will not make statements or representations, or otherwise
communicate, directly or indirectly, in writing, orally, or otherwise, or take
any action which may, directly or indirectly, disparage CRM or their respective
officers, directors, employees, advisors, businesses or reputations. CRM agrees
that, during the Term and thereafter (including following Executive's
termination of employment for any reason), CRM will not make statements or
representations, or otherwise communicate, directly or indirectly, in writing,
orally, or otherwise, or take any action which may directly or indirectly,
disparage Executive, his business or reputation. However, nothing in this
Agreement shall preclude either of Executive or CRM from making truthful
statements or disclosures required by applicable law, regulation or legal
process.
12. Non-competition.
(a) During the Restriction Period (as defined in Section 12(b) below),
Executive shall not engage in Competition with CRM or any Subsidiary.
"COMPETITION" shall mean engaging in any activity, directly or indirectly,
except as provided below, for a Competitor of CRM, whether as an employee,
consultant, principal, agent, officer, director, partner, shareholder (except as
a less than one percent shareholder of a publicly traded company) or otherwise.
A "COMPETITOR" shall mean any corporation or other entity which competes with
the business conducted by CRM, as determined on the date of termination of
Executive's employment. If Executive commences employment or becomes a
consultant, principal, agent, officer, director, partner, or shareholder of any
entity that is not a Competitor at the time Executive initially becomes employed
or becomes a consultant, principal, agent, officer, director, partner, or
shareholder of the entity, future activities of such entity shall not result in
a violation of this provision unless (x) such activities were contemplated by
Executive at the time Executive initially became employed or becomes a
consultant, principal, agent, officer, director, partner, or shareholder of the
entity or (y) Executive commences directly or indirectly overseeing or managing
the activities of an entity which becomes a Competitor during the Restriction
Period, which activities are competitive with the activities of CRM. Executive
shall not be deemed indirectly overseeing or managing the activities of such
Competitor which are competitive with the activities of CRM so long as he does
not regularly participate in discussions with regard to the conduct of the
competing business.
(b) For the purposes of this Section 12, "RESTRICTION PERIOD' shall
mean the period beginning with the Effective Date and ending 12 months following
the Termination
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Date.
13. Non-solicitation.
During the period beginning with the Effective Date and ending 12 months
following the Termination Date, Executive shall not induce employees of CRM to
terminate their employment, nor shall Executive solicit or encourage any of
CRM's customers, or any corporation or other entity in a joint venture
relationship (directly or indirectly) with CRM, to terminate or diminish their
relationship with CRM or to violate any agreement with any of them. During such
period, Executive shall not hire, either directly or through any employee, agent
or representative, any employee of CRM or any person who was employed by CRM
within 180 days of such hiring.
14. Remedies.
If Executive breaches any of the provisions contained in Sections 11, 12 or
13 above, CRM (a) subject to Section 15, shall have the right to immediately
terminate all payments and benefits due under this Agreement and (b) shall have
the right to seek injunctive relief. Executive acknowledges that such a breach
of Sections 11, 12 or 13 would cause irreparable injury and that money damages
would not provide an adequate remedy for CRM; provided, however, the foregoing
shall not prevent Executive from contesting the issuance of any such injunction
on the ground that no violation or threatened violation of Section 11, 12 or 13
has occurred.
15. Resolution of Disputes.
Any controversy or claim arising out of or relating to this Agreement or
any breach or asserted breach hereof or questioning the validity and binding
effect hereof arising under or in connection with this Agreement, (other than
seeking injunctive relief under Section 14), shall be resolved by binding
arbitration, to be held at an office closest to CRM's principal offices in
accordance with the rules and procedures of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. Pending the resolution of any
arbitration or court proceeding, CRM shall continue payment of all amounts and
benefits due Executive under this Agreement. All costs and expenses of any
arbitration or court proceeding (including fees and disbursements of counsel)
shall be borne by the respective party incurring such costs and expenses, but
CRM shall reimburse Executive for such reasonable costs and expenses in the
event he substantially prevails in such arbitration or court proceeding.
16. Indemnification.
(a) Company Indemnity. CRM agrees that if Executive is made a party,
or is threatened to be made a party, to any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "PROCEEDING"), by reason of
the fact that he is or was a director, officer or employee of CRM or is or was
serving at the request of CRM as a director, officer, member, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether or not the
basis of such Proceeding is Executive's alleged action in an official capacity
while serving as a
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director, officer, member, employee or agent, Executive shall be indemnified and
held harmless by CRM to the fullest extent legally permitted or authorized by
CRM's by-laws or resolutions of CRM's Board or, if greater, by the laws of the
State of New York against all cost, expense, liability and loss (including,
without limitation, attorney's fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by Executive in connection therewith, and such indemnification shall
continue as to Executive even if he has ceased to be a director, member,
officer, employee or agent of CRM or other entity and shall inure to the benefit
of Executive's heirs, executors and administrators. CRM shall advance to
Executive all reasonable costs and expenses to be incurred by him in connection
with a Proceeding within 20 days after receipt by CRM of a written request for
such advance. Such request shall include an undertaking by Executive to repay
the amount of such advance if it shall ultimately be determined that he is not
entitled to be indemnified against such costs and expenses. The provisions of
this Section 16(a) shall not be deemed exclusive of any other rights of
indemnification to which Executive may be entitled or which may be granted to
him, and it shall be in addition to any rights of indemnification to which he
may be entitled under any policy of insurance.
(b) No Presumption Regarding Standard of Conduct. Neither the failure
of CRM (including its Board, independent legal counsel or shareholders) to have
made a determination prior to the commencement of any proceeding concerning
payment of amounts claimed by Executive under Section 16(a) above that
indemnification of Executive is proper because he has met the applicable
standard of conduct, nor a determination by CRM (including its Board,
independent legal counsel or stockholders) that Executive has not met such
applicable standard of conduct, shall create a presumption that Executive has
not met the applicable standard of conduct.
(c) Liability Insurance. CRM agrees to continue and maintain a
directors and officers' liability insurance policy covering Executive to the
extent CRM provides such coverage for its other executive officers.
17. Miscellaneous.
(a) Other Benefits. Except as specifically provided in this Agreement,
the existence of this Agreement shall not be interpreted to preclude, prohibit
or restrict Executive's participation in any other employee benefit or other
plans or programs in which he currently participates.
(b) Assignability; Binding Nature. This Agreement shall be binding
upon and inure to the benefit of the Parties and their respective successors,
heirs (in the case of Executive) and permitted assigns. No rights or obligations
of CRM under this Agreement may be assigned or transferred by CRM except that
such rights or obligations may be assigned or transferred in connection with the
sale or transfer of all or substantially all of the assets of CRM, provided that
the assignee or transferee is the successor to all or substantially all of the
assets of CRM and such assignee or transferee assumes the liabilities,
obligations and duties of CRM, as contained in this Agreement, either
contractually or as a matter of law. CRM further agrees that, in the event of a
sale or transfer of assets as described in the preceding sentence, it shall take
whatever action it legally can to cause such assignee or transferee to expressly
assume the liabilities, obligations and duties of CRM hereunder. No rights or
obligations of Executive under this Agreement may be assigned or transferred by
Executive
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other than his rights to compensation and benefits, which may be transferred
only by will or operation of law.
(c) Representation. CRM represents and warrants that it is fully
authorized and empowered to enter into this Agreement and that the performance
of its obligations under this Agreement will not violate any agreement between
it and any other person, firm or organization.
(d) Entire Agreement. This Agreement shall become effective as of the
Effective Date. This Agreement contains the entire understanding and agreement
between the Parties concerning the subject matter hereof and, as of the
Effective Date, supersedes all prior agreements, understandings, discussions,
negotiations and undertakings, whether written or oral, between the Parties with
respect thereto.
(e) Amendment or Waiver. No provision in this Agreement may be amended
unless such amendment is agreed to in writing and signed by Executive and an
authorized officer of CRM. Except as set forth herein, no delay or omission to
exercise any right, power or remedy accruing to any Party shall impair any such
right, power or remedy or shall be construed to be a waiver of or an
acquiescence to any breach hereof. No waiver by either Party of any breach by
the other Party of any condition or provision contained in this Agreement to be
performed by such other Party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or subsequent time.
Any waiver must be in writing and signed by Executive or an authorized officer
of CRM, as the case may be.
(f) Severability. In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, in
whole or in part, the remaining provisions of this Agreement shall be unaffected
thereby and shall remain in full force and effect to the fullest extent
permitted by law.
(g) Survivorship. The respective rights and obligations of the Parties
hereunder shall survive any termination of Executive's employment to the extent
necessary to the intended preservation of such rights and obligations.
(h) Beneficiaries/References. Executive shall be entitled, to the
extent permitted under any applicable law, to select and change a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder following
Executive's death by giving CRM written notice thereof. In the event of
Executive's death or a judicial determination of his incompetence, reference in
this Agreement to Executive shall be deemed, where appropriate, to refer to his
beneficiary, estate or other legal representative.
(i) Governing Law/Jurisdiction. This Agreement shall be governed by
and construed and interpreted in accordance with the laws of New York without
reference to principles of conflict of laws. CRM and Executive hereby consent to
the jurisdiction of any or all of the following courts for purposes of resolving
any dispute under this Agreement: (i) the United States District Court for New
York or (ii) any of the courts of the State of New York. CRM and Executive
further agree that any service of process or notice requirements in any such
proceeding shall be satisfied if the rules of such court relating thereto have
been substantially satisfied. CRM and Executive hereby waive, to the fullest
extent permitted by applicable law, any objection which it or he may now or
hereafter have to such jurisdiction and
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any defense of inconvenient forum.
(j) Notices. Any notice given to a Party shall be in writing and shall
be deemed to have been given when delivered personally or sent by certified or
registered mail, postage prepaid, return receipt requested, duly addressed to
the Party concerned at the address indicated below or to such changed address as
such Party may subsequently give such notice of:
If to CRM: CRM Holdings, Ltd.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇
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If to Executive: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
[insert address]
Short Hills, NY 07---
(k) Headings. The headings of the sections contained in this Agreement
are for convenience only and shall not be deemed to control or affect the
meaning or construction of any provision of this Agreement.
(l) Counterparts. This Agreement may be executed in two or more
counterparts.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
CRM HOLDINGS, LTD
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Co-CEO
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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EXHIBIT A
Defined Terms
(a) "Accrued Amounts" has the meaning set forth in Section 10(a).
(b) "Base Salary" has the meaning set forth in Section 3.
(c) "Cause" shall have meaning set forth in Section 10(b).
(d) "Commencement Date" has the meaning set forth in Section 8(a).
(e) "Compensation Committee" has the meaning set forth in Section 3.
(f) "Competitor" or "Competition" has the meaning set forth in Section 12(a).
(g) "Confidential Information" has the meaning set forth in Section 11 (a).
(h) "Disability" has the meaning set forth in Section 8(c).
(i) "Entitlements" has the meaning set forth in Section 10(a).
(j) "Good Reason" has the meaning set forth in Section 10(e).
(k) "Proceeding" has the meaning set forth in Section 16(a).
(l) "Pro Rata Annual Incentive" has the meaning set forth in Section 10(a).
(m) "Restriction Period" has the meaning set forth in Section 12(b).
(n) "Severance Pay" has the meaning set forth in Section 10(d).
(o) "Target" means the target level of performance and associated Annual
Incentive designated by the Compensation Committee with respect to
Executive for that relevant operating period.
(p) "Term" has the meaning set forth in Section 1(a).
(q) "Termination Date" has the meaning set forth in Section 10(a).
(r) "Welfare Benefits" has the meaning set forth in Section 7.
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