Employment Agreement dated 11/1/2002 for Robert E. White, Jr.


    Exhibit
      10.14(a)

    


    FPIC
      INSURANCE GROUP, INC.

    


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement is made and entered into as of the 1st day of November
      2002
      by and between FPIC Insurance Group, Inc., a Florida corporation, with its
      principal place of business at 225 Water Street, Suite 1400, Jacksonville,
      Florida 32202 (hereinafter referred to as “Employer”), and Robert E. White, Jr.,
      200 E. Kari Court, Jacksonville, Florida 32259 (hereinafter referred to as
      “Employee”).

    


    WITNESSETH:

    


    WHEREAS,
      Employer desires to retain the services of Employee as the President of First
      Professionals Insurance Company, Inc. (“First Professionals”), a subsidiary of
      Employer and Employee desires to perform such services for Employer on the
      terms
      and conditions set forth herein; and

    


    WHEREAS,
      Employee represents and Employer acknowledges that Employee is fully qualified,
      without the benefit of any further training or experience, to perform the
      responsibilities and duties, with commensurate authorities, of the position
      of
      President of First Professionals; and

    


    WHEREAS,
      Employee agrees to devote Employee’s full time and business effort, attention
      and energies to the diligent performance of Employee’s duties
      hereunder.

    


    NOW,
      THEREFORE, Employer and Employee, intending to be legally bound, covenant and
      agree as follows:

    


    1.   Terms
      of Employment.

    


    
      	 	
              (a)

            	
              Employee's
                employment hereunder shall be for an initial term beginning November
                1,
                2002 and ending December 31, 2004, which term shall be extended for
                an
                additional twelve months at the end of each twelve month period,
                commencing with the twelve month period ending December 31, 2003,
                upon
                Employer's Board of Directors (from time to time herein referred
                to as the
                "Board”), or a committee thereof, giving notice to Employee prior to the
                end of such twelve month period that it wishes to extend this Employment
                Agreement for an additional twelve month
                period.

            


    

    


    
      	 	
              (b)

            	
              In
                the event Employer does not give notice to Employee prior to the
                end of
                any twelve month period, commencing with the twelve month period
                ending
                December 31, 2003, that it wishes to extend this Employment Agreement
                as
                specified in subparagraph 1(a) above, Employee may voluntarily terminate
                Employee’s employment under this Employment Agreement by thereafter giving
                at least ninety (90) days written notice to Employer. Following the
                effective date of such voluntary termination, Employee shall continue
                to
                receive Employee’s annual salary, payable as immediately prior to
                

            


    

    


    
      
        
        

      

      
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              termination,
                plus all benefits to which Employee is then entitled under subparagraph
                2(e) below, for the balance of the term of this Employment Agreement;
                provided, that if Employer is unable to continue to provide any such
                benefits to Employee at substantially the same cost it would incur
                were
                Employee still employed by Employer (the “Benefit Cost”), Employer shall
                have the right to pay Employee the Benefit Cost of such benefits
                in lieu
                of continuing to provide such benefits to Employee. It is provided,
                however, if Employee directly or indirectly engages in or acts as
                an
                employee of or consultant for any trade or occupation that is in
                competition with Employer, such salary and benefits shall thereupon
                terminate.

            


    

     

    
      	 	
              (c)

            	
              The
                duties of Employee shall be as determined by the Board in accordance
                with
                this Employment Agreement and the By-Laws of Employer in effect from
                time
                to time. Without limiting the generality of the foregoing, Employee
                shall
                report to and advise the Board regarding the management and operation
                of
                Employer's business. Employee agrees to devote Employee’s full time
                business efforts, attention and energies to the diligent performance
                of
                Employee’s duties hereunder and will not, during the term hereof, accept
                employment, full or part-time, from any other person, firm, corporation,
                governmental agency or other entity that, in the reasonable opinion
                of the
                Board, would conflict with or detract from Employee’s capable performance
                of such duties, provided, however, Employee may devote reasonable
                amounts
                of time to activities of a public service, civic, or not-for-profit
                nature.

            




    2.   Compensation
      and Expenses.
      Employer shall pay, or provide, and Employee shall accept as full consideration
      for the services to be rendered hereunder, and as a reimbursement or provision
      for expenses incurred by Employee, the following:

    


    
      	 	
              (a)

            	
              An
                annual salary of $225,000 payable in twenty-four (24) equal payments
                during each annual period of this Employment Agreement; provided,
                however,
                that effective January 1 of each year beginning in 2003, Employee’s annual
                compensation shall be increased in accordance with the provision
                for
                salary increases set forth in paragraph (b) below. Employee's minimum
                total compensation, which in no event may be reduced in whole or
                in part,
                shall be the annual salary at the rate of compensation received by
                Employee for any given period of time or at the time of Employee's
                termination.

            


    

    


    
      	 	
              (b)

            	
              Annual
                performance reviews will determine annual salary increases to which
                Employee becomes entitled, effective January 1, 2003, based upon
                Employer's then current Compensation
                Program.

            


    

    


    
      	 	
              (c)

            	
              Incentive
                compensation payable with respect to each year beginning with the
                year
                2002 based on Employee's individual performance and the performance
                of
                Employer for such year pursuant to Employer's then current Executive
                Incentive Compensation Program.

            


    

    


    
      
        
        

      

      
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              (d)

            	
              Any
                additional compensation payable by resolution of the Board for outstanding
                performance.

            


    

    


    
      	 	
              (e)

            	
              Such
                benefits as may be made available from time to time to senior management
                employees of Employer, but at no time less than: (i) an automobile
                lease
                of $750 per month and (ii) initiation fees, dues and assessments
                of
                membership in a club of Employee’s choice, as reasonably approved by
                Employer's Board or an appropriate committee
                thereof.

            


    

    


    3.   Expenses.
      Employer agrees to reimburse Employee for ordinary and necessary expenses
      incurred by Employee in performing services for Employer pursuant to the terms
      of this Employment Agreement, in accordance with established corporate policies
      and legal requirements.

    


    4.   Termination.
      Unless the employment of Employee previously has been terminated pursuant to
      subparagraph 1(b), this Employment Agreement may be terminated in the manner
      set
      forth in subparagraphs (a) through (f) below.

     

    
      	 	
              (a)

            	
              Voluntary Termination by Employee.

               

              Employee
                may terminate this Employment Agreement at any time by giving at
                least
                ninety (90) days written notice to Employer, with no further obligation
                on
                Employer's part under this Agreement after the effective date of
                such
                termination.

            


    

     

    
      	 	
              (b)

            	
              Voluntary Termination by Employer.

               

              Employer
                may terminate this Employment Agreement at any time
                for any reason sufficient to it, by act of its Board. Such termination
                shall be immediately effective. Following such voluntary termination,
                Employee shall continue to receive Employee’s annual salary, payable as
                immediately prior to termination, together with any benefits accrued
                to
                the date of termination, plus all benefits to which Employee is then
                entitled under subparagraph 2(e) above, for the balance of the then
                current Employment Agreement; provided, that if the Employer is unable
                to
                continue to provide any such benefits to Employee at substantially
                the
                Benefit Cost, Employer shall have the right to pay Employee the Benefit
                Cost of such benefits in lieu of continuing to provide such benefits
                to
                Employee. It is provided, however, if Employee directly or indirectly
                engages in or acts as an employee of or consultant for any trade
                or
                occupation that is in competition with Employer, such salary and
                benefits
                shall thereupon terminate.

            


    

     

    
      	 	
              (c)

            	
              Permanent Disability of Employee.

               

              If
                Employee has been, for substantially all the normal working days
                during
                three (3) consecutive months, unable to perform Employee’s
                responsibilities and duties and to exercise Employee’s authorities in a
                satisfactory manner due to mental or physical disability, then Employee
                may be deemed “permanently disabled," and Employee's employment may be
                terminated at 

            


    

     

    
      
        
        

      

      
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              the
                election of the Board. Any determination of permanent
                disability made by Employer shall be final and conclusive. In the
                event
                that Employer deems Employee “permanently disabled," Employee shall be
                entitled to receive the unpaid balance of Employee’s annual salary,
                together with other accrued benefits pursuant to subparagraph 2(e)
                above
                to the date of the determination of being permanently disabled, payable
                as
                immediately prior to termination for the remaining term of this Employment
                Agreement, less any amount received by Employee under any
                Employer-provided long term disability coverage and/or program; provided,
                that if Employer is unable to continue to provide any such benefits
                to
                Employee at substantially the Benefit Cost, Employer shall have the
                right
                to pay Employee the Benefit Cost of such benefits in lieu of continuing
                to
                provide such benefits to Employee. It is provided, however, if Employee
                directly or indirectly engages in or acts as an employee of or consultant
                for any trade or occupation that is in competition with Employer,
                such
                salary and benefits shall thereupon
                terminate.

            


    

     

    
      	 	
              (d)

            	
              Death
                of Employee.

               

              This
                Employment Agreement shall terminate on the date of
                Employee's death, and Employer shall pay, in a lump sum, to the estate
                or
                personal representative of Employee the unpaid balance of Employee’s
                annual salary, together with other accrued benefits under subparagraph
                2(e) above, to the date of death.

            


    

     

    
      	 	
              (e)

            	
              Termination for Cause.

               

              Employer's
                Board may terminate this Agreement for Cause (as defined below),
                but only
                after a written notice specifying the Cause has been submitted to
                Employee. Employee shall be granted a reasonable opportunity to respond
                to
                the notice, in writing, and in an appearance before the Board. A
                determination by the Board to terminate this Agreement for Cause
                may be
                made at a meeting of the Board at which a quorum is present and by
                a vote
                of at least a majority of the entire then current membership of the
                Board.
                If Employer terminates this Employment Agreement for Cause under
                this
                subparagraph, Employer shall not be obligated to make any further
                payments
                or provide any further benefits under this Employment Agreement other
                than
                amounts accrued at the time of such termination. “Cause” for the purposes
                of this Agreement consists of the following:

              
                 

                (i)    Employee's
                  commission of dishonest acts, fraud, misappropriation, or embezzlement
                  affecting Employer;

                 

                (ii)   Employee's
                  commission of any felony under state or federal law; or

                 

                (iii)   the
                  failure or refusal of Employee to comply with any reasonable lawful
                  policy, directive or instruction of the Board, consistent with
                  subparagraph l(c) hereof.

              

            


    

     

    
      
        
        

      

      
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              (f)

            	
              Constructive
                Discharge.
                Employee may terminate this Employment Agreement in the event of
                Constructive Discharge (as defined below) by providing written notice
                to
                Employer within three months after the occurrence of such event,
                specifying the event relied upon for a Constructive Discharge.
                "Constructive Discharge" shall mean any (i) material change by Employer
                of
                Employee's position to an inferior position from that in effect on
                the
                date of this Agreement, (ii) assignment, reassignment, or relocation
                by
                Employer of Employee without Employee's consent to another place
                of
                employment more than 50 miles from Employee's current place of employment,
                (iii) liquidation, dissolution, consolidation or merger of Employer,
                or
                transfer of all or substantially all of its assets, other than a
                transaction or series of transactions in which the resulting or surviving
                transferee entity has, in the aggregate, a net worth at least equal
                to
                that of Employer immediately before such transaction and expressly
                assumes
                this Agreement and all obligations and undertakings of Employer hereunder,
                or (iv) reduction in Employee's base salary or target bonus opportunity.
                Following termination of Employee's employment in the event of a
                Constructive Discharge, Employee shall continue to receive Employee’s
                annual salary, payable as immediately prior to termination, plus
                all
                benefits to which Employee is then entitled under subparagraph 2(e)
                above,
                for the balance of this Agreement; provided, that if Employer is
                unable to
                continue to provide any such benefits to Employee at substantially
                the
                Benefit Cost, Employer shall have the right to pay Employee the Benefit
                Cost of such benefits in lieu of continuing to provide such benefits
                to
                Employee. It is provided, however, if Employee directly or indirectly
                engages in or acts as an employee of or consultant for any trade
                or
                occupation that is in competition with Employer, such salary and
                benefits
                shall thereupon terminate. Employer and Employee, upon mutual agreement,
                may waive any of the foregoing provisions that would otherwise constitute
                a Constructive Discharge. Within ten days of receiving such written
                notice
                from Employee, Employer may cure the event that constitutes a Constructive
                Discharge.

            


    

    


    
      	 	
              (g)

            	
              Return
                of Property.
                Upon any termination of this Agreement, Employee shall immediately
                turn
                over to Employer all of Employer's property, both tangible and intangible.
                To the extent that such Employer's property shall constitute a benefit
                to
                Employee under this Agreement, Employee shall receive from Employer
                the
                value of that benefit for the remaining term of this
                Agreement.

            


    

    


    
      	 	
              (h)

            	
              Additional
                Agreements.
                Upon any termination of this Agreement, regardless of the reason
                for
                termination, it is agreed:

               

              (i)   Inducing
                Employees of Employer to Leave.
                Any attempt on the part of Employee to induce others to leave Employer's
                or any of its affiliates’ employ, or any efforts by Employee to interfere
                with Employer's or any of its affiliates’ relationships with other
                employees, would be harmful and damaging to Employer. Employee expressly
                agrees that during the term of this employment and for a period of
                two (2)
                years thereafter, Employee will 

            


    

     

     

    
      
        
        

      

      
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              not,
                in any way, directly or indirectly: (A) induce or attempt to induce
                any
                employee to terminate his or her employment with Employer or any
                affiliate
                of Employer; (B) interfere with or disrupt Employer's or any of its
                affiliates’ relationship with other employees; or (C) solicit, entice,
                take away or employ any person employed by Employer or any affiliate
                of
                Employer.

               

              (ii)   Confidentiality. 
                Employee agrees not to, without
                prior written consent of Employer, divulge to others, or use, for
                Employee’s own benefit or for the benefit of others, any intellectual
                property, trade secrets or confidential or proprietary information
                or data
                of or regarding Employer or any of its affiliates, including without
                limitation, the contents of advertising, customer lists, information
                regarding customers or their customers, programming methods, business
                plans, strategies, financial statements, copyrights, correspondence
                or
                other records of or regarding Employer or any of its affiliates,
                except to
                the extent to which such information is required by law to be disclosed
                to
                others.

               

              (iii)   Remedy.
                Employee acknowledges that Employee will be conversant with Employer's
                affairs, operations, trade secrets, customers, customers' customers
                and
                other proprietary information data; that Employee’s compliance with the
                provisions of this subparagraph (h) is necessary to protect the goodwill
                and other proprietary rights of Employer; and that Employee’s failure to
                comply with the provisions of this subparagraph (h) will result in
                irreparable and continuing damage to Employer for which there will
                be no
                adequate remedy at law. If Employee shall fail to comply with the
                provisions of this subparagraph (h), Employer (and its respective
                successors and assigns) shall be entitled to (A) cease making any
                further
                payments or providing any further benefits to Employee and (B) injunctive
                relief and such other and further relief as may be proper and necessary
                to
                ensure such compliance.

               

              (iv)    Mitigation.
                In no event shall Employee be obligated to seek other employment
                or to
                take other action by way of mitigation of the amounts payable to
                Employee
                under any of the provisions of this
                Agreement.

            


    

     

    5.   Employment
      Security.

    


    
      	 	
              (a)

            	
              If
                Employer suffers from any natural or manmade disaster, work stoppage,
                civil disobedience, act of war, or any other emergency condition
                beyond
                Employee's control, the term of this Employment Agreement shall remain
                in
                full force and effect as if such event had not taken
                place.

            


    

    


    
      	 	
              (b)

            	
              In
                the event of the merger, consolidation or acquisition of Employer
                with or
                by any other corporation, corporations or other business entities,
                the
                sale of Employer or a major portion of its assets, or of its business
                or
                good will or any other corporate reorganization involving Employer,
                this
                Employment Agreement shall be assigned and transferred to the successor
                in
                interest as an asset of Employer and the assignee shall assume Employer’s
                obligations 

            


    

     

     

    
      
        
        

      

      
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              hereunder, and Employee agrees to continue to
                perform
                Employee’s duties and obligations hereunder. Failure to assign this
                Employment Agreement prior to any of the events set forth in this
                subparagraph 5(b) will obligate Employer to fulfill the terms and
                conditions hereof prior to consummating the applicable
                event.

            


    

     

    6.   Arbitration.
      In the case of any dispute or disagreement arising out of or connected with
      this
      Agreement, the parties hereby agree to submit such disputes or disagreements
      to
      the American Arbitration Association within ninety (90) days of such dispute
      or
      disagreement for resolution by a panel of three arbitrators designated by the
      American Arbitration Association. The panel of arbitrators shall be instructed
      to render their decision within one hundred twenty (120) days of the initial
      submission of the dispute or disagreement to them. Any decision or award by
      such
      arbitration panel shall be final and binding, and except in a case of gross
      fraud or misconduct by one or more of the arbitrators, the decision or award
      rendered with respect to such dispute or disagreement shall not be appealable.
      

    


    7.   Miscellaneous.

    


    
      	 	
              (a)

            	
              All
                notices, requests, demands, or other communications hereunder shall
                be in
                writing, and shall be deemed to be duly given when delivered or sent
                by
                registered or certified mail, postage prepaid, to Employee’s last home
                address as provided to and reflected on the records of Employer and
                to
                Employer when personally delivered to Employer’s Secretary or when sent by
                registered or certified mail, postage prepaid, to such
                officer.

            


    

    


    
      	 	
              (b)

            	
              Employer
                hereby agrees that no request, demand or requirement shall be made
                to or
                of Employee that would violate any federal or state law or
                regulations.

            


    

    


    
      	 	
              (c)

            	
              Should
                any valid federal or state law or final determination of any
                administrative agency or court of competent jurisdiction affect any
                provision of this Employment Agreement, the provision so affected
                shall be
                automatically conformed to the law or determination; otherwise, this
                Employment Agreement shall continue in full force and
                effect.

            


    

    


    
      	 	
              (d)

            	
              This
                Employment Agreement is made and entered into in the State of Florida
                and
                its validity and interpretation, and the performance by the parties
                hereto
                of their respective duties and obligations hereunder, shall be governed
                by
                the laws of the State of Florida and of the United States of
                America.

            


    

    


    
      	 	
              (e)

            	
              This
                Employment Agreement constitutes the entire agreement between the
                parties
                respecting the employment of Employee, there being no representations,
                warranties or commitments except as set forth
                herein.

            


    

     

    
      	 	
              (f)

            	
              This
                Employment Agreement may be amended only by an instrument in writing
                executed by the parties hereto.

            


    

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
      as
      of the day and date first set forth above.

    


    


    
      	 	 	 
	Employee:	FPIC
              INSURANCE GROUP, INC.
	 
 	 
 	 
 
	/s/
              Robert E. White, Jr.	By:  	/s/ John
              R. Byers
	
              

              Robert E. White, Jr.	
              
                

                John R. Byers

              President and Chief Executive Officer

            
	 	 




    
      	 	 	 
	 	 
	 
 	 
 	 
 
	/s/
              Lori C. Mackey	  	/s/
              Lori C. Mackey 
	
              

              Witness	
              

              Attest
	 	 




    
      
        
          
          

        

        
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