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Chief Financial Officer Employment Agreement

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Exhibit 10(xi)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (" Agreement" ) effective as of November 17, 2003 (the " Effective Date" ), and as amended June 1, 2004, is between Investors Title Insurance Company, a North Carolina corporation (the " Company" ), and James A. Fine, Jr. (" Executive" ).

RECITALS:

WHEREAS, Executive is presently the Executive Vice President, Treasurer and Chief Financial Officer of the Company and has made and is expected to continue to make major contributions to the profitability, growth and financial strength of the Company; and

WHEREAS, the Company desired to secure the services of the Executive for the future;

NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties hereto agree as follows:

1. Employment . The Company shall employ Executive, and Executive accepts continued employment with the Company, upon the terms and conditions set forth in this Agreement. The term of this Agreement shall be for a period of five (5) years beginning on the date hereof, and shall on the first day of each calendar month, unless either party gives written notice to the other party at least thirty (30) days prior to such date of intent not to extend this Agreement, be extended one (1) additional month so that at all times the term of this Agreement shall be for a period of five (5) years unless earlier terminated as provided in paragraph 4 hereof (the " Employment Period" ).

2. Position and Duties .

(a) During the Employment Period, Executive shall serve as the Executive Vice President, Treasurer and Chief Financial Officer of the Company or in such other similar position as the Executive and the Board shall agree upon and, subject to the management of the business and affairs of the Company at the direction of the Board of Directors of the Company (the " Board" ), shall have the normal duties, responsibilities and authority of an executive serving in such position.

(b) Executive shall report to the Chief Executive Officer.

(c) During the Employment Period, Executive shall devote his best efforts and his full business time and attention (except for participation in charitable and civic endeavors and management of Executive' s personal investments and business interests, provided such activities do not have more than a de minimis effect on Executive' s performance of his duties under this Agreement) to the business and affairs of the Company, its parent, subsidiaries and affiliates. Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner.

(d) Executive shall perform his duties and responsibilities principally in the Chapel Hill, North Carolina area and shall not be required to travel outside that area any more extensively than Executive has done in the recent past in the ordinary course of the business of the Company.

3. Compensation and Benefits .

(a) Salary . The Company agrees to pay Executive a salary during the Employment Period in installments based on the Company' s practices as may be in effect from time to time. Executive' s initial salary shall be at the rate of Two Hundred Seven Thousand and No/100 Dollars ($207,000.00) per year, as may be increased from time to time (the " Base Salary" ), provided, however, that if there is a Change in Control (as hereafter defined), the Executive' s Base Salary as then in effect shall double effective at the time the Change in Control becomes effective. Executive' s Base Salary shall be reviewed by the Compensation Committee of the Board (the " Compensation Committee" ) and shall be increased, but not decreased, from time to time at least in an amount as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of the Company and its affiliated companies. As used in this Agreement, the term " affiliated companies" shall include any company controlled by, controlling or under common control with the Company.

(b) Bonuses . Executive will be entitled to such cash bonuses as the Board may determine, in its sole discretion, from time to time (" Bonus Compensation" ).

(c) Expense Reimbursement . The Company shall reimburse Executive for all reasonable expenses incurred by Executive during the Employment Period in the course of performing his duties under this Agreement that are consistent with the Company' s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company' s requirements applicable generally with respect to reporting and documentation of such expenses.

(d) Nonqualified Supplemental Retirement Benefit Plan . During the Employment Period and within ten (10) days after each calendar quarter, the Company shall make a contribution on the Executive' s behalf to a Nonqualified Supplemental Retirement Benefit Plan in an amount equal to twenty-two percent (22%) of the Executive' s Base Salary and Bonus Compensation paid during such calendar quarter. If the Employment Period is terminated, for any reason whatsoever, prior to a contribution being made for twenty (20) calendar quarters, then in such event the Company shall make a lump sum contribution to the plan equal to the number of calendar quarters less than twenty (20), using as a base for determining such amount twenty two percent (22%) of the Executive' s Base Salary and Bonus Compensation for the twelve (12) months preceding the termination of employment.

(e) Compensation for Serving on Board . Executive shall be entitled to no extra compensation for serving on the Company' s or its affiliated companies' Boards of Directors.

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(f) Vacation and Sick Leave . Executive shall be entitled annually to thirty (30) days of paid vacation and to unlimited sick leave, provided the Employment Period is subject to termination for disability as provided under paragraph 4(b). The vacation leave shall be cumulative; provided, however, that Executive shall not be compensated for any unused vacation leave.

(g) Other Benefits . Executive shall be entitled during the Employment Period to participate, on the same basis as other executives of the Company, in such other benefits for which substantially all of the executives of the Company are from time to time generally eligible, as determined from time to time by the Board.

4. Employment Period .


(a)

The Employment Period shall continue until terminated as provided in subsection (b) below.


(b)

The Employment Period shall end upon the first to occur of any of the following events:


(i) Executive' s death;


(ii) the Company' s termination of Executive' s employment on account of Executive' s having become unable (as determined by the Board in good faith) to perform regularly Executive' s duties hereunder by reason of illness or incapacity for a period of more than one hundred eighty (180) consecutive days, plus accrued vacation days (" Termination for Disability" );


(iii) the Company' s termination of Executive' s employment for Cause (" Termination for Cause" );


(iv) the Company' s termination of Executive' s employment other than pursuant to subsections (b)(ii) or (iii) above (" Termination without Cause" ) by means of advance written notice of at least sixty (60) days.


(v) Executive' s termination of his employment for Good Reason by means of advance written notice to the Company at least thirty (30) days prior to the effective date of such termination (" Termination by Executive for Good Reason" );


(vi) Executive' s retirement at any time following his 50th birthday, upon written notice to the Company of at least six (6) months (" Retirement" );


(vii) Executive' s termination of his employment within thirty (30) days following a Change in Control by written notice to the Company.


(c)

For purposes of this Agreement, " Cause" shall mean:

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(i) the Executive' s conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude;


(ii) the commission by Executive of a fraud against the Company or any of its parent, subsidiaries or affiliates for which he is convicted;


(iii) gross negligence or willful misconduct by Executive with respect to the Company or any of its parent, subsidiaries or affiliates which causes material detriment to the Company or any of its parent, subsidiaries or affiliates;


(iv) the falsification or manipulation of any records of the Company or any of its parent, subsidiaries or affiliates;


(v) repudiation of this Agreement by Executive or Executive' s abandonment of employment with the Company or any of its parent, subsidiaries or affiliates;


(vi) breach by Executive of any of the agreements in paragraphs 6 and 7 hereof prior to the end of the Employment Period;


(vii) failure or refusal of Executive to perform his duties with the Company or any of its parent, subsidiaries or affiliates or to implement or follow the policies or directions of the Board within thirty (30) days after a written demand for performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive has not performed his duties or failed to implement or follow the policies or directions of the Board.


(d)

For purposes of this Agreement,


(i) " Good Reason" shall mean any breach by the Company of this Agreement that is material and that is not cured within thirty (30) days after written notice thereof to the Company from Executive;


(ii) " Change in Control" shall be deemed to have occurred upon the occurrence of any of the following events:


(A) Any " person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the " Exchange Act" )), other than Executive or his affiliates or immediate family members, is or becomes the " beneficial owner" (as defined in Rule l3d-3 under the Exchange Act), directly or indirectly, of securities of the Company, or its parent, Investors Title Company, representing 50% or more of the combined voting power of the Company' s or Investors Title Company' s outstanding securities then entitled ordinarily (and apart from rights accruing under special circumstances) to vote for the election of directors; or

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(B) Individuals who are " Continuing Directors" (as
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