exv10w3






Exhibit 10.3




AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT




     This Amended and Restated Executive Employment Agreement (“Agreement”) is entered into as of
September 8, 2008 (the “Effective Date”), by and between Patriot Risk Management, Inc. (the
“Company”), a corporation organized under the laws of Delaware, with its principal administrative
office at 401 East Las Olas Boulevard, Suite 1540, Fort Lauderdale, Florida 33301, and Theodore
G. Bryant (“Executive”).



     WHEREAS, the Company and Executive previously entered into an Executive Employment Agreement
on May 9, 2008; and



     WHEREAS, both parties deem it advisable to amend and restate the Agreement as follows.



     NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other
terms and conditions hereinafter provided, the parties hereby agree as follows:




	1.	 	Position and Responsibilities. The Company hereby employs Executive and Executive accepts
employment in the following positions in the following companies:






	 	A.	 	Secretary, Senior Vice-President, and Legal Officer of Patriot Risk Management,
Inc.; and
	 
	 	B.	 	General Counsel, Secretary, and Senior Vice-President of Guarantee Insurance
Group and its subsidiaries.






	 	 	Executive shall have such duties, responsibilities and authority as is commensurate with the
positions set forth above and, in all instances shall report to the Chief Executive Officer
and the Board of Directors of the Company (the “Board”).
	 
	 	 	Executive shall also perform such other duties as may from time to time be assigned to
Executive by the Chairman of the Board or by the Board itself. Executive also agrees to
serve, if elected, as an officer and director of any direct or indirect subsidiary of the
Company (individually, a “Subsidiary” or collectively, the “Subsidiaries”).






	2.	 	Term. The period of Executive’s employment under this Agreement shall commence as of the
Effective Date and shall continue until December 31, 2011 (the “Initial Term”). The Initial
term shall be automatically extended for an additional 12-month period commencing at the end
of the Initial Term, and successively thereafter for additional 12-month periods (each such
period an “Additional Term”), unless either party gives written notice to the other party that
such party does not desire to extend the term of this Agreement. Written notice to not
continue with another Additional Term must be given at least ninety (90) days prior to the end
of the Initial Term or the applicable Additional Term (the Initial Term and any Additional
Terms, if applicable, collectively, the “Employment Term”). In the event a Change in Control
(as defined below) occurs on or after January 1, 2010, the Employment Term shall be extended
and continue in effect until at least the second anniversary of such Change in Control. The
date of expiration of the Employment Term shall be referred to herein as the “Termination
Date.” Upon the Termination Date, Executive shall be deemed to resign from the offices and
positions of




 









 












(i) Secretary, Senior Vice-President, and Legal Officer of Patriot Risk Management, Inc.;
(ii) General Counsel, Secretary, and Senior Vice-President of Guarantee Insurance Group and
its subsidiaries; and (iii) any other office or position with the Company or any Subsidiary.
Executive also shall be deemed to resign from the board of directors of the Company or any
Subsidiary to which he has been appointed or nominated by or on behalf of the Company and
any fiduciary positions with respect to the employee benefit plans of the Company or any
Subsidiary.




	3.	 	Extent of Services. During the Employment Term, Executive shall devote his entire attention
and energy to the business and affairs of the Company and Subsidiaries on a full-time basis
and shall not be engaged in any other business activity, regardless of whether such business
activity is pursued for gain, profit or other pecuniary advantage, that interferes with the
business of the Company, but this shall not be construed as preventing Executive from
investing his assets in such form or manner as will not require any services on the part of
Executive in the operation of the affairs of the companies in which such investments are made
and will not otherwise conflict with the provisions of this Agreement. Executive may devote
reasonable time to activities such as supervision of personal investments and activities
involving professional, charitable, educational, religious, and similar types of activities,
speaking engagements and membership on other boards of directors, provided such activities do
not interfere materially with the business of the Company. The time involved in such
activities will not be treated as vacation time. Executive will be entitled to keep any
amounts paid to him in connection with such activities (e.g., director fees and honoraria).
Full-time, as used above, shall mean a 40-hour work week, or such longer work week as the
Board shall from time to time adopt. Executive agrees to comply in all material respects with
all codes of conduct, personnel policies and procedures applicable to senior executives of the
Company including, without limitation, policies regarding sexual harassment, conflicts of
interest and insider trading.






	4.	 	Compensation.






	 	(a)	 	Salary. During the Employment Term, the Company shall pay Executive an annual
salary of not less than $250,000 (“Annual Salary”), payable in accordance with the
Company’s regular payroll procedures. The Company shall review possible increases in
Executive’s salary on an annual basis with such review occurring not later than March
31st of such year with any such increases subject to the determination of
the Board or the Compensation Committee of the Board. Annual Salary shall not be
decreased without Executive’s prior written consent, and the term “Annual Salary” for
purposes of this Agreement shall refer to base salary annualized, as most recently
increased.
	 
	 	(b)	 	Bonus. During the Employment Term, Executive shall be eligible to receive an
annual bonus in an amount determined by the Compensation Committee or the Board,
pursuant to a bonus plan that may then be in effect or otherwise, subject to the
attainment of such goals as the Compensation or Committee the Board shall establish and
communicate to Executive within the first ninety (90) days of such fiscal year. It is
the intent of the Company that any annual bonus shall be paid no later than 2 1/2 months
following the end of the calendar year (or, if later, the




2









 






	 	 	 	Company’s tax year) in which or within which the applicable fiscal year ends and as
subject to approval by the Board of Directors. Within thirty (30) days following
the successful completion of the Company’s initial public offering as planned,
Executive shall receive a one-time cash bonus of $50,000, which shall be separate,
distinct from, and in addition to any annual bonus set forth and described in this
section.






	 	(c)	 	Business Expenses. During the Employment Term, Executive shall be entitled to
prompt reimbursement for all reasonable expenses incurred by him in furtherance of the
business of the Company in connection with Executive’s performance of his duties
hereunder, in accordance with the policies and procedures established for executive
officers of the Company, and provided Executive properly accounts for such expenses.
	 
	 	(d)	 	Club Expenses. During the Employment Term, the Company shall pay the
initiation fee for Executive to become a full member of Weston Hills Country Club (full
membership to include golf, tennis, fitness, and social facilities) subject to approval
by the Compensation Committee of the Board whose approval shall not be withheld
unreasonably or delayed. The Company shall also provide Executive with a gross-up
payment so that such initiation fee payment (and any gross-up payment) does not result
in Executive incurring any net expenses for taxes associated with such payment. The
Company shall pay all annual or other periodic fees and dues for Executive to remain a
member of such club. If Executive resigns from employment without Good Reason (as
defined below), within one year of the Effective Date, any amount paid by the Company
for the initiation fee referenced above shall be reimbursed by the Executive to the
Company.
	 
	 	(e)	 	Vacation. During the Employment Term, Executive will be provided four weeks of
vacation per calendar year, prorated based on date of hire, with additional weeks in
accordance with the anniversary dates pursuant to the Company’s vacation policy.
	 
	 	(f)	 	Automobile Allowance. During the Employment Term, the Company shall pay or
provide Executive an automobile allowance of $1,000 per month, the amount of which
shall be a gross-up payment such that payment of the allowance does not result in
Executive incurring any net expense for taxes associated with such allowance.
	 
	 	(g)	 	Long Term Incentive and Equity Compensation. During the Employment Term,
Executive shall be entitled to participate in, and receive awards under, any long-term
incentive plan (whether payable in cash, equity or otherwise) maintained by the Company
in which other senior executives of the Company participate, in the discretion of the
Compensation Committee of the Board. In addition, Executive shall receive equity in
the following amounts upon the following events. All option grants and stock awards
shall be upon such terms as may be set forth in the stock option plan and accompanying
stock option agreement pursuant to which such options will be granted, and such terms
to




3









 






	 	 	 	include a three (3) year vesting period, ten (10) year duration, and a 90 day period
to exercise vested options upon termination of Executive’s employment with the
Company for reasons other than Cause (as defined below). In connection with the
Company’s initial public offering, and subject to Board approval, Executive shall
receive a grant of 70,000 stock options concurrent with the initial public offering,
with an exercise price equal to the initial public offering price set by the Company
and its underwriters.






	 	(h)	 	Other Benefits. During the Employment Term, Executive shall be entitled to
participate in all benefit plans offered by the Company including, without limitation,
medical, dental, short-term and long-term disability, life, pension, profit sharing and
nonqualified deferred compensation arrangements, as the Board may determine in its
discretion on the same basis as other executives of the Company, subject in all cases
to the respective terms of such plans. The Company reserves the right to modify,
suspend or discontinue any and all of the plans, practices, policies and programs at
any time without recourse by the Executive, so long as the Company takes such action
generally with respect to all other similarly situated executive officers.






	5.	 	Termination.






	 	(a)	 	Death. This Agreement and Executive’s employment hereunder shall terminate
immediately upon Executive’s death.
	 
	 	(b)	 	Disability. To the extent permitted by law, if Executive is (i) unable to
engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months, (ii) by
reason of any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not less than
twelve (12) months, receiving income replacement benefits for a period of not less than
three months under the Company’s disability or health plan, or (iii) determined to be
totally disabled by the Social Security Administration, then upon at least 60 days’
prior written notice to Executive, if such is consistent with applicable law, Executive
shall be considered disabled for purposes of this Agreement and the Company may
terminate this Agreement and Executive’s employment hereunder, unless, within that
notice period, Executive shall have resumed performance of the essential functions of
his positions, with or without reasonable accommodation.
	 
	 	(c)	 	Termination by the Company.






	 	(i)	 	Termination for Cause. The Company may terminate this
Agreement and Executive’s employment hereunder at any time for Cause. As used
herein, “Cause” shall mean:






	 	(A)	 	a material breach by Executive of Executive’s
duties and obligations hereunder, including but not limited to gross




4









 






	 	 	 	negligence in the performance of his duties and responsibilities, or
the willful failure to follow the Board’s directions, in each case,
which has caused or is likely to cause material injury to the
reputation or business of the Company; provided, however, that Cause
shall not exist unless the Company has provided Executive with
written notice setting forth the existence of the non-performance,
failure or breach and Executive shall not have cured same within
thirty (30) days after receiving such notice;






	 	(B)	 	willful misconduct by Executive that, in the
reasonable determination of the Board, has caused or is likely to cause
material injury to the reputation or business of the Company;
	 
	 	(C)	 	any criminal act of fraud, material
misappropriation or other material dishonesty by Executive; or
	 
	 	(D)	 	Executive’s conviction of a felony, but
specifically excluding any conviction based on vicarious liability
(with “vicarious liability” meaning liability based on acts of the
Company for which the Executive is charged solely as a result of his
service with the Company and in which he was not directly involved and
did not have prior knowledge of such actions or intended actions).






	 	 	 	Executive shall be considered to have been discharged for Cause if the
Company determines within 30 days after his resignation or discharge that
discharge for Cause was warranted. In the event of termination for Cause,
the Company shall be obligated to pay Executive only Executive’s salary up
to the date of termination and any earned but unpaid bonus with respect to
any calendar year ended prior to the date of termination. For purposes of
this Agreement, no act or failure to act on the Executive’s part shall be
considered “willful” unless it is done, or omitted to be done, by him in bad
faith or without reasonable belief that his action or omission was in the
best interests of the Company or a Subsidiary. Any act or failure to act
based upon authority given pursuant to a resolution duly adopted by the
Board or based upon the advice of counsel for the Company or a Subsidiary
shall be conclusively presumed to be done, or omitted to be done, in good
faith and in the best interests of the Company or a Subsidiary.
	 
	 	(ii)	 	Termination Without Cause. Notwithstanding anything contained
herein to the contrary, the Company also may terminate this Agreement and
Executive’s employment hereunder for reason other than death, Disability or
Cause upon no less than 60 days’ prior written notice to Executive. The
Company shall be deemed to have terminated this Agreement without Cause in the
event that this Agreement is terminated as a result of the Company’s giving
notice of non-renewal prior to the end of the Initial Term or any Additional
term as provided in Section 2 above.




5









 












	 	(d)	 	Termination by Executive Without Good Reason. Executive may terminate this
Agreement and his employment hereunder for any reason whatsoever, upon no less than 60
days’ prior written notice to the Company.
	 
	 	(e)	 	Termination by Executive For Good Reason. If Executive resigns for Good
Reason, then Executive’s termination shall be treated as a termination by the Company
without Cause pursuant to Section 5(c)(ii) hereof. As used herein, a resignation for
“Good Reason” shall mean a resignation by Executive within ninety (90) days following
the initial existence of one or more of the following conditions arising without
Executive’s consent:






	 	(i)	 	A material reduction in Executive’s Annual Salary;
	 
	 	(ii)	 	A material diminution in Executive’s authority, duties, or
responsibilities;
	 
	 	(iii)	 	A relocation of Executive’s principal place of employment by
more than fifty (50) miles from its location at the Effective Date of this
Agreement; or
	 
	 	(iv)	 	Any other action or inaction that constitutes a material breach
by the Company of this Agreement;






	 	 	 	Provided, however, that Good Reason shall not exist unless Executive has provided
the Company with a written notice setting forth the reason(s) for the existence of
Good Reason within ninety (90) days of the initial existence of the condition(s),
and the Company has not cured the reason(s) for the existence of Good Reason within
thirty (30) days after receiving such notice.
	 
	 	(f)	 	Payments Upon Termination.






	 	(i)	 	Termination of Employment for any Reason: The following
payments will be made upon Executive’s termination of employment for any
reason:






	 	(A)	 	Earned but unpaid Annual Salary through the
date of termination.
	 
	 	(B)	 	Bonus and all other forms of incentive
compensation earned but unpaid at the time of termination for which the
performance measurement period has ended and the performance goals
attained (if applicable).
	 
	 	(C)	 	Accrued but unpaid vacation.
	 
	 	(D)	 	Amounts payable under any of the Company’s
employee benefit plans in accordance with the terms of those plans.
	 
	 	(E)	 	Unreimbursed expenses incurred by Executive on
the Company’s behalf.






	 	(ii)	 	Termination by Company without Cause or by Executive for Good
Reason. In the event that the Company terminates this Agreement




6









 






	 	 	 	without Cause or the Executive terminates this Agreement for Good Reason,
Executive shall be entitled to receive (x) a lump sum severance payment
equal to Executive’s Annual Salary at the time of termination (or, if
greater, Annual Salary prior to the occurrence of Good Reason) plus
Executives Average Annual Bonus, and (y) continuation of Company-provided
group health plan coverage, at the same level and cost applicable to
Executive immediately prior to employment termination, until the second
anniversary of the employment termination (the “Severance Benefits”).






	 	(A)	 	If the Company is obligated by law (including the
WARN Act or any similar state or foreign law) to pay Executive severance
pay, a termination indemnity, notice pay, or the like, then the amount of
such legally required pay shall reduce the Severance Benefits hereunder.
	 
	 	(B)	 	Notwithstanding anything herein to the contrary,
the payment of any Severance Benefits hereunder to Executive shall be
subject to the execution by Executive (and failure to revoke) of a
general release of the Company and its affiliates of any and all claims
under this Agreement or related to or arising out of Executive’s
employment hereunder, in the form attached hereto as Exhibit A.
	 
	 	(C)	 	For purposes of this Agreement, “Average Annual
Bonus” means the average bonus for the three (3) fiscal years preceding
the termination of employment.






	 	(iii)	 	Termination Due to Disability. In the event that Executive
employment terminates due to his Disability, the Company shall continue paying
Executive’s Base Salary until the third anniversary of such termination;
provided that, the payments made by the Company under this paragraph shall be
reduced, dollar-for-dollar, by the payment made to Executive under any
long-term disability plan, policy or program provided or contributed to by the
Company.
	 
	 	(iv)	 	Nonduplication of Benefits. If Executive receives the
Severance Benefits under this Section 5, he shall not be entitled to also
receive the Change in Control Compensation under Section 6 hereof.
	 
	 	(v)	 	General Release. Notwithstanding anything herein to the
contrary, the payment of any Severance Benefits under this Section 5 shall be
subject to the execution by Executive (and failure to revoke) of a general
release of the Company and its affiliates of any and all claims under this
Agreement or related to or arising out of Executive’s employment hereunder in
the form attached hereto as Exhibit A.




7









 












	6.	 	Change in Control.






	 	(a)	 	Change in Control Severance Compensation. If within twelve months following a
Change in Control (as defined below) Executive’s employment with the Company is
terminated by the Company without Cause or Executive resigns for Good Reason, then
Executive shall be entitled to receive from the Company (x) a lump sum severance
payment equal to Executive’s Annual Salary at the time of termination (or, if greater,
Annual Salary prior to the occurrence of Good Reason) plus Executives Average Annual
Bonus, and (y) continuation of Company-provided group health plan coverage, at the same
level and cost applicable to Executive immediately prior to employment termination, for
twenty-four (24) months following the employment termination (the “Change in Control
Compensation”). Subject to Section 10 hereof, the cash portion of the Change in
Control Compensation shall be payable in a single lump sum payment within ten (10) days
following the date of termination. The Executive shall be entitled to the Change in
Control Compensation if, within six (6) months prior to the Change in Control, at the
request or direction of a participant in a potential acquisition, the Company
terminates the Executive’s employment without Cause or causes a condition constituting
Good Reason.
	 
	 	(b)	 	Change in Control. For purposes of this Agreement, “Change in Control” shall
mean the occurrence of any of the following events:






	 	(i)	 	The date any one person, or more than one “person” acting as a
group, acquires (or has acquired during the twelve-month period ending on the
date of the most recent acquisition by such person(s)) ownership of common
stock possessing 50% or more of the total voting power of the common stock of
the Company;
	 
	 	(ii)	 	Individuals who at any time during the term of this Agreement
constitute the board of directors of the Company (the “Incumbent Board”) cease
for any reason to constitute at least a majority thereof, provided that any
person becoming a director subsequent to the date hereof whose election or
nomination for election was approved by a vote of at least three-quarters of
the directors comprising the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is named as
a nominee for director, without objection to such nomination) shall be, for
purposes of this clause (ii) considered as though such person were a member of
the Incumbent Board;
	 
	 	(iii)	 	Any consolidation or merger to which the Company is a party,
if following such consolidation or merger, stockholders of the Company
immediately prior to such consolidation or merger shall not beneficially own
securities representing at least 51% of the combined voting power of the
outstanding voting securities of the surviving or continuing corporation; or




8









 






	 	(iv)	 	Any sale, lease, exchange or other transfer (in one transaction
or in a series of related transactions) of all, or substantially all, of the
assets of the Company, other than to an entity (or entities) of which the
Company or the stockholders of the Company immediately prior to such
transaction beneficially own securities representing at least 51% of the
combined voting power of the outstanding voting securities.






	 	(c)	 	Nonduplication of Benefits. If Executive receives any Change in Control
Compensation under this Section 6, he shall not be entitled to receive any Severance
Benefits under Section 5(c)(ii) or 5(e) hereof.
	 
	 	(d)	 	General Release. Notwithstanding anything herein to the contrary, the payment
of any Change in Control Compensation hereunder to Executive shall be subject to the
execution by Executive (and failure to revoke) of a general release and hold harmless
of the Company and its affiliates of any and all claims under this Agreement or related
to or arising out of Executive’s employment hereunder, in the form attached hereto as
Exhibit A.






	7.	 	Tax and Other Restrictions. Notwithstanding anything herein to the contrary:






	 	(a)	 	Excess Parachute Payments. In the event that payment of any amount under this
Agreement, including, but not limited to, any Severance Payment under Section 5(c)(ii)
or 5(e) or Change in Control Compensation under Section 6, would cause Executive to be
the recipient of an excess parachute payment within the meaning of Code Section
280G(b), the amount of the payments to be made to Executive pursuant to this Agreement
shall be reduced to an amount equal to 299% of Executive’s “base amount” within the
meaning of Code Section 280G. The manner in which such reduction occurs, including the
items of payment and amounts thereof to be reduced, shall be determined by the Company.
	 
	 	(b)	 	Payments in Excess of $1 Million. If any payment hereunder, including but not
limited to, a Severance Payment under Section 5(c)(ii) or 5(e) or Change in Control
Compensation under Section 6, would not be deductible by the Company for federal income
tax purposes by reason of Code Section 162(m), or any similar or successor statute
(excluding Code Section 280G), such payment shall be deferred and the amount thereof
shall be paid to Executive at the earliest time that such payment shall be deductible
by the Company.






	8.	 	Covenants of the Executive and the Company.






	 	(a)	 	Nonsolicitation. During the Employment Term and for a period of one year
thereafter, Executive shall not, directly or indirectly, (i) employ, solicit for
employment or otherwise contract for the services of any individual who is or was an
employee of the Company or any of its Subsidiaries during the Employment Term; (ii)
otherwise induce or attempt to induce any employee of the Company or its Subsidiaries
to leave the employ of the Company or such Subsidiary, or in any way knowingly
interfere with the relationship between the Company or any such Subsidiary and any
employee respectively thereof, provided, however, that this




9









 






	 	 	 	clause (ii) shall not prohibit the activities described in the preceding clause (i)
following termination of the Employment Term with respect to any individual who was
not an employee of the Company or its Subsidiaries during the Employment Term; or
(iii) induce or attempt to induce any customer, supplier, broker, agent, licensee or
other business relation of the Company or any Subsidiary of the Company to cease
doing business with the Company or such Subsidiary, or interfere in any way with the
relationship between any such customer, supplier, broker, agent, licensee or
business relation and the Company or any subsidiary thereof.






	 	(b)	 	Nondisclosure. For the Employment Term and thereafter, (i) Executive shall not
divulge, transmit or otherwise disclose (except as legally compelled by court order,
and then only to the extent required, after prompt notice to the Company’s Chief
Executive Officer and Chief Legal Officer of any such order), directly or indirectly,
other than in the regular and proper course of business of the Company and its
Subsidiaries, any confidential knowledge or information with respect to the operations
or finances of the Company or any of its Subsidiaries or with respect to confidential
or secret processes, methods, services, techniques, reinsurance arrangements, customers
or plans with respect to the Company or its Subsidiaries and (ii) Executive will not
use, directly or indirectly, any confidential information for the benefit of anyone
other than the Company and its Subsidiaries; provided, however, that Executive has no
obligation, express or implied, to refrain from using or disclosing to others any
knowledge or information which is or hereafter shall become available to the general
public other than through disclosure by Executive, or as requested by regulatory bodies
or as required by judicial courts. All new processes, techniques, know-how, methods,
inventions, plans, products, patents and devices developed, made or invented by
Executive, alone or with others, while an employee of the Company which are related to
the business of the Company and its Subsidiaries shall be and become the sole property
of the Company, unless released in writing by the Board, and Executive hereby assigns
any and all rights therein or thereto to the Company.
	 
	 	(c)	 	Nondisparagement. During the Employment Term and thereafter, Executive shall
not take any action to disparage or criticize the Company or its Subsidiaries or their
respective employees, directors, owners or customers or to engage in any other action
that injures or hinders the business relationships of the Company or its Subsidiaries.
During the Employment Term and thereafter, the Company shall not take any action to
disparage or criticize Executive to any third parties. Nothing contained in this
Section 8(c) shall preclude either Executive or the Company from (i) making truthful
statements or disclosures that are required by applicable law, regulation or legal
process or (ii) enforcing their respective rights under this Agreement.
	 
	 	(d)	 	Noncompetition. In consideration of the payment to Executive of the Severance
payments pursuant to Section 5(c)(ii) or 5(e) or Change in Control Compensation
pursuant to Section 6, Executive hereby agrees that, from and after the




10









 






	 	 	 	Termination Date, and for twelve (12) months thereafter, Executive shall not
participate as a partner, joint venturer, proprietor, shareholder, employee or
consultant, or have any other direct or indirect financial interest (other than a
less than 10% interest in a corporation whose shares are regularly traded on a
national securities exchange or in the over-the-counter market), including, without
limitation, the interest of a creditor in any form, in, or in connection with, any
business competing directly or indirectly with the business of the Company and its
Subsidiaries in any geographic area where the Company and its Subsidiaries are
actively engaged in conducting business as of the Termination Date. The purpose of
this restrictive covenant is to protect the Company’s trade secrets and other
confidential information, including, without limitation, its business plans,
processes and customer information.






	 	(e)	 	Return of Company Property. All files, records, correspondence, memoranda,
notes or other documents (including, without limitation, those in computer-readable
form) or property relating or belonging to the Company or its Subsidiaries or
affiliates, whether prepared by Executive or otherwise coming into Executive’s
possession in the course of the performance of his services under this Agreement, shall
be the exclusive property of the Company and shall be delivered to the Company, and not
retained by Executive (including without limitations, any copies thereof), promptly
upon request by the Company and, in any event, within 60 days following the Termination
Date.
	 
	 	(f)	 	Scope. The Company and Executive further acknowledge that the time, scope,
geographic area and other provisions of this Section 8 have been specifically
negotiated by sophisticated commercial parties and agree that all such provisions are
reasonable under the circumstances of the activities contemplated by this Agreement.
In the event that the agreements in this Section 8 shall be determined by any court of
competent jurisdiction to be unenforceable by reason of their extending for too great a
period of time or over too great a geographical area or by reason of their being too
extensive in any other respect, they shall be interpreted to extend only over the
maximum geographical area as to which they may be enforceable and/or to the maximum
extent in all other respect as to which they may be enforceable, all as determined by
such court in such action.
	 
	 	(g)	 	Enforcement. Both parties recognize that the services to be rendered under
this Agreement by Executive are special, unique and of extraordinary character and that
in the event of the breach by Executive or the Company of any of the terms and
conditions of this Section 8 to be performed by each party, then the Company or the
Executive shall be entitled, if it so elects, to institute and prosecute proceedings in
any court of competent jurisdiction, either in law or in equity, to obtain damages for
any breach hereof, or to enforce the specific performance hereof by Executive or the
Company or to enjoin Executive or the Company from performing acts prohibited above
during the period herein covered, but nothing herein contained shall be construed to
prevent such other remedy in the courts as the Company or the Executive may elect to
invoke.




11









 






	 	(h)	 	Other. If Executive competes with the Company or otherwise violates any of the
restrictions contained in this Section 8, the Company shall have no obligation to pay
the Severance Payment or Change of Control Compensation or any remaining installment
thereof to Executive.






	9.	 	Indemnification and Insurance. The Company shall provide Executive (including Executive’s
heirs, executors and administrators), at the Company’s expense, with coverage under a standard
directors’ and officers’ (D&O) liability insurance policy, and shall indemnify Executive (and
Executive’s heirs, executors and administrators) to the fullest extent permitted under
Delaware law against all expenses and liabilities reasonably incurred by Executive in
connection with or arising out of any action, suit or proceeding in which Executive may be
involved by reason of Executive’s having been a director or officer of the Company (whether or
not Executive continues to be a director or officer at the time of incurring such expenses or
liabilities), such expenses and liabilities to include, but not be limited to, judgments,
court costs and attorneys’ fees and the cost of reasonable settlements. The Company shall
cover the Executive under D&O liability insurance both during and, while potential liability
exists, after the term of this Agreement in the same amount and to the same extent as the
Company covers its other officers and directors. In the event the referenced D&O liability
policy is a “wasting” policy in that defense and litigation costs reduce the amount of
insurance available for indemnification purposes, the Company agrees to provide Executive with
full and complete indemnification beyond the coverage limit offered by the D&O policy.






	10.	 	Application of Code Section 409A.






	 	(a)	 	General. To the extent applicable, it is intended that this Agreement comply
with the provisions of Code Section 409A, so as to prevent inclusion in gross income of
any amounts payable or benefits provided hereunder in a taxable year that is prior to
the taxable year or years in which such amounts or benefits would otherwise actually be
distributed, provided or otherwise made available to Executive. This Agreement shall
be construed, administered, and governed in a manner consistent with this intent and
the following provisions of this Section shall control over any contrary provisions of
this Agreement.
	 
	 	(b)	 	Restrictions on Specified Employees. In the event Executive is a “specified
employee” within the meaning of Code Section 409A(a)(2)(B)(i) and delayed payment of
any amount or commencement of any benefit under this Agreement is required to avoid a
prohibited distribution under Code Section 409A(a)(2), then amounts payable in
connection with Executive’s termination of employment will be delayed and paid, with
interest at the short term applicable federal rate as in effect as of the termination
date, in a single lump sum six months thereafter (or if earlier, the date of
Executive’s death); provided, however, that payments to which Executive is entitled
under Sections 5 and 6 of this Agreement need not be delayed under this Section 10(b)
to the extent those payments would comply with the requirements of Treas. Reg.
§1.409A-1(a)(b)(9), which generally requires that such payments not exceed two times
the lesser of (1) Executive’s annualized compensation based on his annual rate of pay
in the year before the date of termination or (2) the Code Section 401(a)(17) limit
applicable to qualified plans




12









 






	 	 	 	during the year of Executive’s date of termination, or would otherwise be payable
without delay without violating Section 409A.






	 	(c)	 	Separation from Service. Payments and benefits hereunder upon Executive’s
termination or severance of employment with the Company that constitute deferred
compensation under Code Section 409A payable shall be paid or provided only at the time
of a termination of Executive’s employment which constitutes a “separation from
service” within the meaning of Code Section 409A (subject to a possible six-month delay
pursuant to the subsection (b) above).
	 
	 	(d)	 	Separate Payments. For purposes of Code Section 409A, each payment under this
Agreement shall be treated as a right to a separate payment for purposes of Code
Section 409A.
	 
	 	(e)	 	Reimbursements. All reimbursements and in kind benefits provided under this
Agreement, including, but not limited to, payments under Sections 6, 7 and 9, shall be
made or provided in accordance with the requirements of Code Section 409A, including,
where applicable, the requirement that (i) any reimbursement is for expenses incurred
during Executive’s lifetime (or during a shorter period of time specified in this
Agreement), (ii) the amount of expenses eligible for reimbursement, or in kind benefits
provided, during a calendar year may not affect the expenses eligible for
reimbursement, or in kind benefits to be provided, in any other calendar year, (iii)
the reimbursement of an eligible expense will be made on or before the last day of the
calendar year following the year in which the expense is incurred, and (iv) the right
to reimbursement or in kind benefits is not subject to liquidation or exchange for
another benefit.
	 
	 	(f)	 	References to Code Section 409A. References in this Agreement to Code Section
409A include both that section of the Code itself and any guidance promulgated
thereunder.






	11.	 	Miscellaneous.






	 	(a)	 	Modification. This Agreement may not be modified or amended except by an
instrument in writing signed by the parties hereto.
	 
	 	(b)	 	Waiver. No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision of
this Agreement, except by written instrument of the party charged with such waiver or
estoppel. No such written waiver shall be deemed a continuing waiver unless
specifically stated therein, and each such waiver shall operate only as to the specific
term or condition waived and shall not constitute a waiver of such term or condition
for the future as to any act other than that specifically waived.




13









 






	 	(c)	 	Notices. Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and if sent by registered or certified mail to
Executive or the Company at the address set forth below or to such other address as
they shall notify each other in writing:
	 
	 	 	 	If to the Company:




Patriot Risk Management, Inc.

401 East Las Olas Boulevard, Suite 1540

Fort Lauderdale, Florida 33301





	 	 	 	If to Executive:




To Theodore G. Bryant, at the last mailing address on file with the Company.





	 	(d)	 	Assignment. This Agreement shall be binding upon and inure to the benefit of
the Company and its successors and permitted assigns and Executive and personal
representatives, heirs, legatees and beneficiaries. This Agreement may be assigned by
the Company with the consent of Executive to a fiscally responsible entity that assumes
the obligations set forth herein, but shall not be assignable by Executive.
	 
	 	(e)	 	Applicable Law. This Agreement shall be construed in accordance with the laws
of the State of Florida in every respect, including, without limitation, validity,
interpretation and performance. Any dispute between the parties hereto, arising under
or relating to this Agreement or Executive’s employment with the Company, other than
for an action by the Company for specific performance, injunction or other equitable
remedy to enforce Section 8 hereof shall be settled by an arbitration administered by a
single arbitrator in Fort Lauderdale, Florida. The arbitrator shall be selected upon
mutual agreement of Executive and Company. In the event the parties cannot agree on a
single mediator, each party select one arbitrator and these two arbitrators will select
the third arbitrator who will act as the final arbitrator in the arbitration
proceedings. Discovery, motion practice, and other administrative matters attendant to
the litigation shall be conducted pursuant to the then prevailing discovery and motion
rules in the US District Court for the Southern District of Florida and as interpreted
by the relevant case law. The prevailing party in any such arbitration may be awarded
attorneys’ fees and expenses and judgment upon the award rendered may be entered in any
court having jurisdiction thereof.
	 
	 	(f)	 	Headings. Section headings and numbers herein are included for convenience of
reference only and this Agreement is not to be construed with reference thereto. If
there be any conflict between such numbers and headings and the text hereof, the text
shall control.
	 
	 	(g)	 	Severability. If for any reason any portion of this Agreement shall be held
invalid or unenforceable, it is agreed that the same shall not affect the validity or
enforceability of the remainder hereof. The portion of the Agreement which is




14









 






	 	 	 	not invalid or unenforceable shall be considered enforceable and binding on the
parties and the invalid or unenforceable provision(s), clause(s) or sentence(s)
shall be deemed excised, modified or restricted to the extent necessary to render
the same valid and enforceable and this Agreement shall be construed as if such
invalid or unenforceable provision(s), clause(s), or sentences(s) were omitted. The
provisions of this Section 11(g), as well as Sections 8 and 9 hereof, shall survive
the termination of this Agreement.






	 	(h)	 	Entire Agreement. This Agreement contains the entire agreement of the parties
with respect to its subject matter and supersedes all previous agreements between the
parties. No officer, employee, or representative of the Company has any authority to
make any representation or promise in connection with this Agreement or the subject
matter thereof that is not contained therein, and Executive represents and warrants he
has not executed this Agreement in reliance upon any such representation or promise.
No modification of this Agreement shall be valid unless made in writing and signed by
the parties hereto.
	 
	 	(i)	 	Waiver of Breach. The waiver by either party of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a waiver of any
subsequent breach by the breaching party.
	 
	 	(j)	 	No Mitigation. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement, and such amounts shall not be
reduced whether or not the Executive obtains other employment.
	 
	 	(k)	 	Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which together shall constitute
one agreement.





     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer and Executive has signed this Agreement all on the day and year first above
written.



	 	 	 	 	 	 	 
	PATRIOT RISK MANAGEMENT, INC.

          a Delaware corporation	 	 	 	EXECUTIVE
	 
	 	 	 	 	 	 
	By:
	 	/s/ Steven M. Mariano	 	 	 	/s/ Theodore G. Bryant
	 

	 	 
	 	 	 	 
	Title:

	 	CEO and Chairman of the Board	 	 	 	Theodore G. Bryant
	 

	 	 	 	 	 	 





15









 






Exhibit A to Executive Employment Agreement




RELEASE AGREEMENT




     THIS
RELEASE AGREEMENT is made and entered into this ___ day of                     ,                      by and
between Patriot Risk Management, Inc. and its subsidiaries (collectively the “Company”) and
                                         (hereinafter “Executive”).



     Executive’s employment with Company terminated on                     ,                     ; and Executive has
voluntarily agreed to the terms of this RELEASE AGREEMENT in exchange for severance benefits under
the Employment Agreement (“Employment Agreement”) to which Executive otherwise would not be
entitled.



     NOW THEREFORE, in consideration for severance benefits provided under the Employment
Agreement, Executive on behalf of himself and his spouse, heirs, executors, administrators,
children, and assigns does hereby fully release and discharge Company, its officers, directors,
employees, agents, subsidiaries and divisions, benefit plans and their administrators, fiduciaries
and insurers, successors, and assigns from any and all claims or demands for wages, back pay, front
pay, attorney’s fees and other sums of money, insurance, benefits, contracts, controversies,
agreements, promises, damages, costs, actions or causes of action and liabilities of any kind or
character whatsoever, whether known or unknown, from the beginning of time to the date of these
presents, relating to his employment or termination of employment from Company, including but not
limited to any claims, actions or causes of action arising under the statutory, common law or other
rules, orders or regulations of the United States or any State or political subdivision thereof
including the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act.



     The Company represents that it is not presently aware of any cause of action that it or any of
the other Company have against Executive as of the date hereof. The Company acknowledges that this
Release granted by Executive will be null and void in the event the Company subsequently brings a
cause of action against Executive.



     Executive acknowledges that Executive’s obligations under Section 9 of the Employment
Agreement shall continue to apply to Executive.



     This Release Agreement supersedes any and all other agreements between Executive and Company
except agreements relating to proprietary or confidential information belonging to Company and
indemnification by the Company. This release does not affect Executive’s right to any benefits to
which Executive may be entitled under any employee benefit plan, program or arrangement sponsored
or provided by Company, including but not limited to the Employment Agreement and the plans,
programs and arrangements referred to therein.



     Executive and Company acknowledge that it is their mutual intent that the Age Discrimination
in Employment Act waiver contained herein fully comply with the Older Workers Benefit Protection
Act. Accordingly, Executive acknowledges and agrees that:




     (a) The Severance benefits exceed the nature and scope of that to which he would
otherwise have been legally entitled to receive.



 









 






     (b) Execution of this Agreement and the Age Discrimination in Employment Act waiver
herein is his knowing and voluntary act;




     (c) He has been advised by Company to consult with his personal attorney regarding the
terms of this Agreement, including the aforementioned waiver;




     (d) He has had at least twenty-one (21) calendar days within which to consider this
Agreement;




     (e) He has the right to revoke this Agreement in full within seven (7) calendar days of
execution and that none of the terms and provisions of this Agreement shall become effective
or be enforceable until such revocation period has expired;




     (f) He has read and fully understands the terms of this Agreement; and




     (g) Nothing contained in this Agreement purports to release any of Executive’s rights
or claims under the Age Discrimination in Employment Act that may arise after the date of
execution.



     IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated above.



	 	 	 	 	 	 	 
	PATRIOT RISK MANAGEMENT, INC.

          a Delaware corporation	 	 	 	EXECUTIVE
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	Steven M. Mariano
	 	 	 	Theodore G. Bryant
	Title:

	 	C.E.O. and Chairman of the Board