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EXHIBIT 10(a)
SEVERANCE AGREEMENT
This Severance Agreement is by and between Professionals Group, Inc., a Michigan
corporation ("Professionals Group") and Victor T. Adamo ("Adamo").
WITNESSETH:
WHEREAS, pursuant to an Assumption Agreement dated August 30, 1996 (the
"Assumption Agreement"), Professionals Group assumed and agreed to perform all
of the obligations of PICOM Insurance Company pursuant to the Key Employee
Retention Plan dated July 1, 1996 (the "Plan"); and,
WHEREAS, Adamo is the CEO of Professionals Group and a designated key
executive covered by the Plan; and,
WHEREAS, the Compensation Committee of Professionals Group resolved on
March 2, 2000, as follows: "The two year severance arrangement now applicable to
the CEO under the Key Employee Retention Plan only in the event of a change of
control shall be amended to apply to the CEO whether or not there is a change of
control."
WHEREAS, the actions of the Compensation Committee were adopted and
ratified by the Board of Directors of Professionals Group on March 4, 2000; and,
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WHEREAS, this Severance Agreement is made and entered into pursuant to
the authorization of the Compensation Committee and Board of Directors as set
forth above.
NOW THEREFORE, for valuable consideration, the receipt of which is
hereby acknowledged including, but not limited to, Adamo's continuing service as
CEO of Professionals Group, the parties agree as follows:
1. A copy of the Plan and Assumption Agreement are attached to this
Severance Agreement as Exhibit A; and, the terms and conditions of the Plan and
Assumption Agreement are incorporated into this Severance Agreement by
reference.
2. This Severance Agreement supplements the Plan with respect to Adamo
in the event of a Qualifying Termination where there is no Change in Control.
The Plan remains in effect with respect to Adamo in the event that there is a
Qualifying Termination following a Change in Control.
3. For the purposes of this Severance Agreement, the following language
shall be added to section 5.1:
5.1 NO CHANGE IN CONTROL: Adamo shall be entitled to receive from the
Company Severance Benefits as described in Section 5.3 herein, if
Adamo's employment with the Company shall end for any reason specified
in Section 5.2 herein as being a Qualifying Termination. Adamo shall
not be entitled to receive Severance Benefits if employment with the
Company ends due to death, Disability, retirement, or to a voluntary
termination without Good Reason - No Change of Control or due to an
involuntary termination by the Company for Cause.
4. For the purposes of this Severance Agreement, the following language
shall be added to section 5.2:
5.2 NO CHANGE IN CONTROL: The occurrence of any one or more of the
following events shall be considered a Qualifying Termination, for
purposes of triggering the payment of Severance Benefits, as provided
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in Section 5.1 herein:
(a) A successor company fails or refuses to assume the
Company's obligations under this Severance Agreement;
(b) The Company or any successor company breaches any of
the provisions of this Severance Agreement;
(c) A termination of Adamo's employment with the Company
for reasons other then (i) death, Disability, or
retirement, or (ii) an involuntary termination by the
Company for cause; or
(d) A voluntary termination of employment with the
Company by Adamo for Good Reason - No Change of
Control.
5. For the purposes of this Severance Agreement, a new definition "Good
Reason - No Change of Control" shall be added as follows:
"GOOD REASON - NO CHANGE IN CONTROL" means, without Adamo's express
written consent, the occurrence of any one or more of the following:
(i) The assignment of Adamo to duties inconsistent with
his authority, duties, responsibilities, and status
(including offices, titles, and reporting
requirements) as President and CEO of the Company, or
a substantial reduction or significant alteration in
the nature or status of Adamo's authority, duties, or
responsibilities from those in effect as of the date
of this Severance Agreement, other than an
insubstantial and inadvertent act that is remedied by
the Company promptly after receipt of notice thereof
given by Adamo;
(ii) The Company's requiring Adamo to be based at a
location in excess of fifty (50) miles from Okemos,
Michigan;
(iii) A reduction by the Company in Adamo's Base Salary as
in effect on the date hereof or as the same shall be
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increased from time to time;
(iv) The failure of the Company to provide to Adamo, at a
level commensurate with Adamo's position, all
incentive compensation opportunities and employee
benefits that are provided to other senior executives
of the Company; and
(v) Any purported termination by the Company of Adamo's
employment that is not effected pursuant to a Notice
of Termination satisfying the requirements of Section
5.7 herein, and for purposes of this Plan, no such
purported termination shall be effective.
Adamo must provide the Company with written notice no later than 45
calendar days after Adamo knows or should have known that any of the
Good Reason - No Change in Control events as set forth in subsections
(i) - (v) of this definition has occurred. Following the notice, the
Company shall have 45 calendar days to rectify the circumstances
causing the event. If the Company fails to rectify the event within the
45 day period, or if the Company delivers to Adamo written notice
stating that the circumstances cannot, or will not, be rectified, Adamo
shall then have 45 days to proceed under section 5.1 and 5.2 as amended
by this Severance Agreement. Should Adamo fail to provide the required
notice in a timely manner, Good Reason - No Change in Control shall not
be deemed to have occurred as a result of that event.
Adamo's right to terminate employment for Good Reason - No Change in
Control shall not be affected by Adamo's incapacity due to physical or
mental illness. Except as set forth in the preceding paragraph, Adamo's
continued employment shall not constitute consent to, or a waiver of
rights with respect to, any circumstance constituting Good Reason - No
Change in Control herein.
6. In the event that Severance Benefits become payable to Adamo
pursuant to this Severance Agreement, as a condition of receiving the Severance
Benefits, Adamo agrees to provide to the Company with a signed release in the
form attached as Exhibit B to this Agreement.
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To signify their Agreement to the terms of this Severance Agreement,
the parties have executed it as of May 4, 2000.
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Victor T. Adamo
Professionals Group, Inc.
By:
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William H. Woodhams, M.D.,
Chairman
And acknowledged by:
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Annette E. Flood, Secretary
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Exhibit B
RELEASE
Victor T. Adamo ("Adamo") waives, releases, and forever discharges
Professionals Group, Inc.(the "Company") and its direct or indirect
parents, subsidiaries, affiliates and related entities, any
partnerships, joint ventures or other entities involving or related to
the Company or its affiliates, and all present or former employees,
officer, agents, directors, successors, assigns and attorneys of any of
these corporations, persons or entities (all collectively referred to
herein as the "Releasees"); from any and all claims, charges, suits,
causes of action, demands, expenses and compensation whatsoever, known
or unknown, direct or indirect, on account of or growing out of Adamo's
employment with and termination from the Company, or relationship or
termination of such relationship with any of the Releasees; or arising
out of related events occurring through the date that this Release is
executed. This includes, but is not limited to, claims for breach of
any employment contract, handbook or manual; any express or implied
contract; wrongful discharge; any tort; continued employment; loss of
wages or benefits; attorney fees; discrimination arising under any
federal, state, or local civil rights or antidiscrimination statute,
including specifically any claims Adamo may have under the federal Age
Discrimination in Employment Act, as amended, 29 USC ss.ss. 621, et
seq; attorney fees; emotional distress, harassment, defamation,
slander, and all other types of claims or causes of action whatsoever
arising under any other state or federal statute or common law of the
United States.
Adamo does not waive or release any rights or claims (i) that may arise
under the federal Age Discrimination in Employment Act, as amended,
after the date this Release is executed by Adamo; and (ii) that relate
to receipt of Severance Benefits payable to Adamo in connection with
Adamo's termination of employment with the Company.
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Adamo acknowledges that he received this Agreement on ,
2 , that he was advised that this was the company's FINAL OFFER and
that he has been given adequate time to consider the terms of this
Agreement and consult with an attorney if he desires. The Company
agrees that this Agreement will remain available until the close of
business until the earlier of: (1) his rejection of this Agreement; or
(2) twenty-two calendar days following his receipt of this Agreement.
At that time, if Adamo has not yet executed the Agreement, the
Agreement will be revoked. If Adamo executes this Agreement, he shall
have no fewer than eight calendar days following his execution of the
Agreement to revoke it. Any revocation shall be made in writing and
shall be received by the Company's Corporate Counsel, at 2600
Professionals Drive, Box 150, Okemos, Michigan, 48805-0150 on or before
4:30 p.m. on the eighth calendar day after Adamo executed it. This
Agreement shall not become effective or enforceable until the
expiration of the revocation period.
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Date Agreement Accepted Victor T. Adamo
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Date Agreement Accepted By: Professionals Group,
Inc.
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