Executive Employment Agreement - William Reed Moraw




 Exhibit 10.9 
 EXECUTIVE EMPLOYMENT AGREEMENT 
 This Executive Employment Agreement
(hereinafter designated “Agreement”) is made and entered into by and between WILLIAM REED MORAW (hereinafter designated “Employee”), an individual residing in Houston, Texas, and TOWN & COUNTRY
INSURANCE AGENCY, INC. (hereinafter designated “Company” or “T&C” or “Employer”), a Texas corporation and insurance producer business. T&C is a fully owned subsidiary of Encore
Bancshares, Inc. (hereinafter designated “Encore”) and affiliated company of Encore Bank, N.A. 
 AGREEMENT

 WHEREAS, Employer and Employee entered into an Executive Employment Agreement, which was executed on April 7, 2008
(“Original Agreement”); and 
 WHEREAS, Employer and Employee desire to enter into a new Agreement effective
January 1, 2012 which replaces the Original Agreement from January 1, 2012 going forward. 
 NOW, THEREFORE, in
consideration of the covenants hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 

1. Employment. 

(a) Agreement. Subject to the terms and conditions hereinafter stated, Company hereby employs Employee, and Employee hereby
accepts such employment. 
 (b) Term. The term of employment under this Agreement shall commence on
January 1, 2012, and continue to December 31, 2016, unless terminated sooner as provided in the Agreement. After the initial term, the Agreement shall be renewed for additional one (1) year periods unless the Company gives notice to
Employee or Employee gives notice to Company that the Agreement shall not be renewed. 
 (c) Position and Duties of
Employee. Employee shall serve as President of T&C. Employee shall be responsible for meeting the Company’s performance criteria and business projections, and shall perform faithfully and diligently the duties and responsibilities
of his position, including, without limitation, operational responsibility for Company business, including the oversight of sales, marketing, promotion, strategic planning and development. Employee further agrees to perform such duties as are
reasonably designated by the person or persons to whom Employee reports or that are customarily associated with Employee’s position. During the term of this Agreement, Employee shall report to the Chairman and CEO of Encore, Jim
D’Agostino, or his successor, and any other persons designated by Encore. 
 (d) Full-Time Employment. During
the term hereof, the Employee shall devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and to the discharge of his duties and
responsibilities hereunder, except that the Employee may devote a reasonable amount of time to charitable endeavors and to personal business affairs to the extent that such exceptions do not 








 
interfere with the Employee’s responsibilities to the Company and the Company’s Affiliates. As used in this Agreement, “Affiliates” means all persons and entities
directly or indirectly controlling, controlled by or under common control with the Company or Encore, where control may be by management authority, equity interest or otherwise. 

(e) Place of Performance; Facilities. Employee shall perform his job in Houston, Harris County, Texas and shall not have to
render services at another location except on a temporary basis. Employee will undertake such travel as is necessary or advisable to perform Employee’s duties hereunder. 
 2. Compensation and Benefits. 
 (a) Salary. As
compensation for services rendered hereunder, Employee will be entitled to an annual base salary (hereinafter designated “Base Salary”) of two hundred fifty eight thousand seven hundred eighteen dollars ($258,718) payable in equal
bi-monthly installments. Employee will be entitled to receive additional compensation increases to the Base Salary as determined and paid in the Company’s sole and absolute discretion; provided, however, that the Base Salary shall be increased
by at least two percent (2%) annually beginning on January 1, 2013. 
 (b) Annual Bonus. For each calendar year during
the Term, the Company shall pay to Employee an annual bonus (the “Annual Bonus”). The Annual Bonus will be based upon the performance of the Company and will be agreed upon by Employee and the Chairman of Encore and will not exceed
one half of the then current Base Salary. The Annual Bonus for a calendar year, if any, shall be paid in one lump sum in cash with respect to 50% of the amount of such bonus, during the calendar year immediately following the calendar year to which
the Annual Bonus relates, no later than March 31 of such year. The remaining 50% of the amount of the Annual Bonus shall be paid to Employee in the form of restricted shares of the Company’s common stock in the form of an award under the
Encore Bancshares, Inc. 2008 Stock Awards and Incentive Plan or successor stock incentive plans as determined by the Company. Except as otherwise provided herein, Employee shall not receive the Annual Bonus if his employment with the Company
terminates prior to the date on which the Annual Bonus is paid; provided, however, that if the Employee’s employment is terminated after the last day of the calendar year for which the Annual Bonus is calculated but prior to the date on which
the Annual Bonus is paid and either (i) Employee’s employment is terminated pursuant to Section 3(d) (by the Company other than for Cause), or (ii) Employee’s employment is terminated pursuant to Section 3(f) (by
Employee for Good Reason), then the Employee shall be entitled to the full amount of the Annual Bonus for the previous calendar year and a prorated amount of the Annual Bonus for the current calendar year calculated in accordance with Section 3.

 (c) Commissions. Employee shall receive commissions (“Commissions”) on business produced by
Employee as follows: (i) 25% commission on all renewal business produced by Employee, and (ii) additional 20% commission on new business produced by Employee (new business is considered new policies written, not increased premium on policies
already in force). Commissions shall be paid promptly upon receipt of premiums by the Company. 

  
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 (d) Automobile Allowance. During the term of Employee’s employment
hereunder, the Company shall pay to Employee a monthly automobile allowance of $1000. 
 (e) Business Expenses.
During the term of Employee’s employment hereunder, subject to such policies regarding expenses and expense reimbursement as may be adopted from time to time by the Company and compliance therewith by the Employee, the Company shall pay or
reimburse the Employee for all reasonable business expenses incurred or paid by the Employee in the performance of his duties, with limits and other restrictions on such expenses as may be set by the Company and further subject to such reasonable
substantiation and documentation as may be specified by the Company from time to time. The amount of expenses eligible for reimbursement during a particular calendar year shall not affect the expenses eligible for reimbursement during any other
calendar year or be affected by the expenses incurred in any other calendar year. Any reimbursements pursuant to this paragraph shall be made no later than the last day of the calendar year immediately following the calendar year in which Employee
incurs such expenses. To the extent that Employee does not timely submit the proper substantiation and documentation to allow the Company to pay the reimbursement by the time set forth in the preceding sentence, such amounts shall not be reimbursed.
Employee’s right to reimbursement under this paragraph shall not be subject to liquidation or exchange for another benefit. 
 (f) Other Benefits. Employee shall be entitled to participate in each plan established to provide benefits to employees of the Company, as described in the employee handbook that will be
provided by the Company to Employee; provided, however, that Employee will be subject to the eligibility criteria established for such plans, and Employee shall receive benefits thereunder based on the terms of each plan. Employee’s eligibility
and benefit level shall be determined separately for each plan and all determinations shall be made by the parties charged with responsibility for such determinations in the plan. 
 3. Termination. Notwithstanding anything to the contrary contained in this Agreement, the Employee’s employment hereunder may be terminated during the term of this Agreement as follows:

 (a) Death. In the event of the Employee’s death during the term hereof, the Employee’s employment
shall immediately and automatically terminate. In such event, the Company shall pay to the Employee’s designated beneficiary or, if no beneficiary has been designated by the Employee, to his estate: (i) any earned and unpaid Base Salary,
prorated through the date of the Employee’s death; (ii) the Annual Bonus to which the Employee would have been entitled under Section 2 hereof, based on the Company’s net income for the calendar year in which the Employee’s
death occurs, prorated to the date of the Employee’s death; (iii) Commissions in accordance with Section 2(c), and (iv) reimbursement in accordance with Section 2(f) for any business expenses for which the Employee has not
yet been reimbursed. The earned and unpaid Base Salary shall be paid upon the next regularly scheduled bi-monthly payday after Employee’s death. The Annual Bonus shall be paid in the calendar year immediately following the calendar year in
which Employee dies, no later than March 31, and shall be paid entirely in cash, with no right to restricted shares of the Company’s common stock. The Commissions shall be paid in accordance with Section 2(c). 

  
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 (b) Disability. 

(i) The Company may terminate the Employee’s employment hereunder, upon notice to the Employee, in the event of
excessive absenteeism or the Employee’s disability from performing the essential requirements of the job with or without reasonable accommodation. In such event, the Company shall pay the Employee the following: (a) any earned and unpaid
Base Salary, prorated through the date of termination; (b) the Annual Bonus to which the Employee would have been entitled under Section 2 hereof, based on the Company’s net income for the calendar year in which the termination
occurs, prorated to the date of termination; (c) Commissions in accordance with Section 2(c); and (d) reimbursement in accordance with Section 2(f) for any business expenses for which the Employee has not yet been reimbursed. The
earned and unpaid Base Salary shall be paid upon the next regularly scheduled bi-monthly payday after the date of Employee’s termination of employment. The Annual Bonus compensation shall be paid in the calendar year immediately following the
calendar year in which the termination occurs, no later than March 31, and shall be paid entirely in cash, with no right to restricted shares of the Company’s common stock. The Commissions shall be paid in accordance with
Section 2(c). 
 (ii) If any question shall arise as to whether during any period the Employee is disabled
through any illness, injury, accident or condition of either a physical or psychological nature so as to be unable to perform the essential requirements of the job, the Employee may, and at the request of the Company shall, submit to a medical
examination by a physician selected by the Company to whom the Employee or his duly appointed guardian, if any, has no reasonable objection to determine whether the Employee is so disabled, and such determination shall for purposes of this Agreement
be conclusive of the issue. If such question shall arise and the Employee shall fail to submit to such a medical examination, the Company’s determination of the issue shall be binding on the Employee. 

(c) By the Company for Cause. The Company may terminate the Employee’s employment hereunder for Cause at any time upon
notice to the Employee. The following shall constitute Cause for termination: 
 (i) neglect in the performance
of the Employee’s duties and responsibilities to the Company and its Affiliates; provided, however, that Employee shall not be terminated unless the Company has provided Employee with 30 days advance written notice describing the neglect of
Employee and Employee fails to cure such neglect within such 30 day period; or 
 (ii) the engaging of the
Employee in the misappropriation of funds, properties or assets of the Company or any of its Affiliates, intentional tort(s), fraud or other dishonesty with respect to the Company or any of its Affiliates, or other misconduct that is reasonably
likely to be harmful to the business interests or reputation of the Company or any of its Affiliates; or 

  
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 (iii) drug or alcohol abuse; or 

(iv) the Employee’s conviction of a crime constituting a felony, including the entry of a plea of guilty or no
contest by the Employee to a charge of a crime constituting a felony; or 
 (v) breach by the Employee of this
Agreement (other than Section 7 or 8); provided, however, that Employee shall not be terminated unless the Company has provided Employee with 30 days advance written notice describing the breach and Employee fails to cure such breach within
such 30 day period; or 
 (vi) breach by the Employee of the restrictive covenants contained in Section 7 or
8 hereof. 
 Upon the giving of notice of termination of the Employee’s employment hereunder for Cause, the Company shall have no further
obligation or liability to the Employee nor to his beneficiary or estate, other than for Base Salary earned and unpaid to the date of termination and reimbursement in accordance with Section 2(f) for any business expenses for which the Employee
has not yet been reimbursed. The earned and unpaid Base Salary shall be paid within six (6) calendar days of the date of Employee’s termination of employment. 

(d) By the Company Other Than for Cause. The Company may terminate the Employee’s employment
hereunder other than for Cause at any time upon 60 days advance written notice to the Employee. In the event of such termination, then, on the 60th day following the effective date of the Employee’s termination, the Company shall pay the Employee a single lump
sum amount equal to the sum of one year’s Base Salary at the rate in effect on the date of termination; provided, however, that the Company’s obligations to make payments hereunder are conditioned on the Employee’s execution of a
general release in favor of the Company in such form as the Company shall specify, and the expiration of any period for revocation of the release prior to the payment date. In addition to the foregoing, the Company shall pay the Employee:
(i) any Base Salary earned and unpaid, prorated through the date of termination; (ii) the Annual Bonus to which the Employee would have been entitled under Section 2 hereof, based on the Company’s net income for the calendar year
in which the termination occurs, prorated to the date of termination; (iii) Commissions in accordance with Section 2(c); and (iv) reimbursements in accordance with Section 2(f) for any business expenses for which the Employee has
not yet been reimbursed. The earned and unpaid Base Salary shall be paid within six (6) calendar days of the date of Employee’s termination of employment. The Annual Bonus shall be paid in the calendar year immediately following the
calendar year in which the termination occurs, no later than March 31, and shall be paid entirely in cash, with no right to restricted shares of the Company’s common stock. The Commissions shall be paid in accordance with
Section 2(c). 
 (e) By the Employee for Other Than Good Reason. The Employee may terminate his employment
hereunder at any time upon 60 days advance written notice to the Company. In the event of termination by the Employee pursuant to this Section 3(e), the Company may elect 

  
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to waive the period of notice, or any portion thereof, and, if the Company so elects, the Company will pay the Employee the Base Salary for the notice period (or for any remaining portion of that
period). Upon termination of the Employee’s employment pursuant to this Section 3(e), the Company shall have no further obligation or liability to the Employee nor to his beneficiary or estate, other than for Base Salary earned and unpaid,
prorated to the date of termination, and reimbursement in accordance with Section 2(f) for any business expenses for which the Employee has not yet been reimbursed. The earned and unpaid Base Salary shall be paid upon the next regularly
scheduled bi-monthly payday after the date of Employee’s termination of employment. 
 (f) By the Employee for Good
Reason. The Employee may terminate his employment hereunder for Good Reason (defined below), provided that the Employee provides written notice to the Company, setting forth in reasonable detail the nature of such Good Reason, within sixty
(60) days of the occurrence of the circumstances giving rise to the Good Reason; the Company fails to cure within forty-five (45) days following its receipt of such notice; and the Employee thereupon gives fifteen (15) days’
written notice of termination. For purposes of this Section 3(f), “Good Reason” shall mean any act or omission identified below to which the Employee does not consent and which does not occur in connection with the replacement
of the Employee during any period of disability or termination of the Employee’s employment for Cause or disability, as provided in this Agreement. The following shall constitute “Good Reason” for termination by the Employee:

 (i) Any (A) failure to designate or redesignate the Employee as, or (B) removal of the Employee from
the position of, President of T&C; or 
 (ii) any substantial, objectively demonstrable failure by the
Company to materially comply with the provisions of Section 2 above. 
 In the event of a termination
by the Employee in accordance with this Section 3(f), then, on the 60th day following the effective date of the Employee’s termination, the Company shall pay the Employee a single lump sum amount equal to one hundred thousand dollars ($100,000.00); provided, however,
that the Company’s obligations to make payments hereunder are conditioned on the Employee’s execution of a general release in favor of the Company in such form as the Company shall specify, and the expiration of any period for revocation
of the release prior to the payment date. In addition to the foregoing, the Company shall pay the Employee: (i) any Base Salary earned and unpaid, prorated through the date of termination, (ii) the Annual Bonus to which the Employee would
have been entitled under Section 2 hereof, based on the Company’s net income for the calendar year in which the termination occurs, prorated to the date of termination, (iii) Commissions in accordance with Section 2(c), and
(iv) reimbursements to the Employee in accordance with Section 2(f) for any business expenses for which the Employee has not yet been reimbursed. The earned and unpaid Base Salary shall be paid upon the next regularly scheduled bi-monthly
payday after the date of Employee’s termination of employment. The Annual Bonus shall be paid in the calendar year immediately following the calendar year in which the termination occurs, no later than March 31, and shall be paid entirely
in cash, with no right to restricted shares of the Company’s common stock. The Commissions shall be paid in accordance with Section 2(c). 

  
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 (g) Change in Control. The Employee may terminate his employment hereunder for
Change in Control, provided that the Employee provides (30) days advance written notice of termination to the Company, within sixty (60) days of Change in Control. 
 A Change of Control means the occurrence hereafter of one of the following events: (I) any “person,” as such term is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act
of 1934, as amended (the “Act”), becomes a “beneficial owner,” as such term is used in Rule 13d-3 promulgated under the Act, of fifty percent (50%) or more of the voting stock of the Company, other than Encore and its
affiliates; (II) the Company adopts any plan of liquidation providing for distribution of all or substantially all of its assets; (III) all or substantially all of the assets or business of the Company is disposed of pursuant to a merger,
consolidation or other transaction (unless the shareholders of the Company immediately prior to such merger, consolidation or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the voting
stock of the Company, all of the voting stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Company); or (IV) the Company combines with another company and is the surviving corporation but,
immediately after the combination, the Company or its shareholders immediately prior to the combination hold, directly or indirectly, fifty percent (50%) or less of the voting stock of the combined company (there being excluded from the number
of shares held by such shareholders, but not from the voting stock of the combined company, any shares received by affiliates of such other company in exchange for stock of such other company). 

In the event of a termination by the Employee in accordance with this Section 3(g), then the Employee shall be entitled to the
following: 
 (i) a lump sum payment in cash equal to two (2) times the Employee’s
Base Salary in effect at the time of termination of employment, plus any accrued but unused paid time off benefit, plus any benefits or awards which pursuant to the terms of any plans have been earned or become payable, but which have not been paid
to the Employee. The amount payable under this paragraph (i) shall be paid on the 60th day following the date of the Employee’s termination of employment, provided that the Employee has executed a general release in favor of the Company in such form as the Company shall specify, and
any period for revocation of the release has expired prior to the payment date; 
 (ii) for a period of two
(2) years after the date of termination of the Employee’s employment, comparable benefits equal in value to each life, health, accident, or disability benefit to which the Employee was entitled (through insurance, direct reimbursement, or
otherwise) and at the same cost to the Employee as immediately before the date of termination of employment. The value and comparability of the foregoing benefits shall be determined individually rather than in the aggregate, and shall be compared
after subtracting applicable income and employment taxes. With respect to all benefits under this paragraph (ii) provided in the form of a reimbursement, the Employee must provide the appropriate documentation in support of the expenses to the
Company no later than November 15 of the calendar year following the calendar year in which the expense was incurred. The reimbursement shall be paid to the Employee by the Company as soon as administratively practicable after receipt of such
documentation, 

  
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but in no event shall reimbursements be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything to the contrary,
to the extent required by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (1) the amount of expenses eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a
calendar year may not affect the expenses eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not subject to
liquidation or exchange for another benefit; 
 (iii) (A) payment of any Base Salary earned and unpaid, prorated
through the date of termination, (B) the Annual Bonus to which the Employee would have been entitled under Section 2 hereof, based on the Company’s net income for the calendar year in which the termination occurs, prorated to the date
of termination, (C) Commissions in accordance with Section 2(c), and (D) reimbursement in accordance with Section 2(f) for any business expenses for which the Employee has not yet been reimbursed. The earned and unpaid Base
Salary shall be paid upon the next regularly scheduled bi-monthly payday after the date of Employee’s termination of employment. The Annual Bonus shall be paid in the calendar year immediately following the calendar year in which the
termination occurs, no later than March 31, and shall be paid entirely in cash, with no right to restricted shares of the Company’s common stock. The Commissions shall be paid in accordance with Section 2(c). 

(h) No Mitigation: No Offset. In the event of any termination of employment, the Employee shall be under no obligation to
seek other employment and there shall be no offset against amounts due him under this Agreement on account of any remuneration attributable to any subsequent employment that he may obtain. 

(i) Post-Agreement Employment. In the event the Employee remains in the employ of the Company or any of its Affiliates
following termination of this Agreement, by the expiration of the term or otherwise, then such employment shall be at will. 

(j) Code Section 409A. 
 (i) Notwithstanding any provision of this Agreement to the contrary, if at the time of the Employee’s termination of employment the Employee is a “specified employee” as defined in
Section 409A of the Code, then to the extent that any amount to which the Employee is entitled in connection with the termination of his employment is subject to Section 409A of the Code, payments of such amounts to which the Employee
would otherwise be entitled during the six (6) month period following the Employee’s termination of employment will be accumulated and paid in a lump sum on the first day of the seventh month after the date of the Employee’s
termination of employment. This paragraph shall apply only to the extent required to avoid the Employee’s incurrence of any additional tax or interest under Section 409A of the Code. 

  
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 (ii) Notwithstanding any provision of this Agreement to the contrary, to the
extent that any payment under the terms of this Agreement would constitute an impermissible acceleration of payments under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, such payments shall be made no
earlier than at such times allowed under Section 409A of the Code. 
 (iii) If any provision of this
Agreement (or of any award of compensation) would cause the Employee to incur any additional tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company or its successor may reform
such provision; provided that it will (i) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A of the Code and (ii) notify and consult with the
Employee regarding such amendments or modifications prior to the effective date of any such change. 
 4. Effect of Termination.

 (a) In the event of termination of the Employee’s employment hereunder, payment by the Company in accordance with the
applicable provision of Section 3 above shall constitute the entire obligation of the Company to the Employee. Except as otherwise expressly provided for in this Agreement, and except for any right that the Employee may have to continue
participation in the Company’s group medical and/or dental plan at his cost under applicable law, the Employee’s participation in the Company’s benefit plans shall terminate pursuant to the terms of the applicable benefit plans based
on the date of termination of the Employee’s employment, without regard to any continuation of Base Salary or other payment to the Employee following such date of termination. 

(b) Provisions of this Agreement shall survive termination of this Agreement, by expiration of the term or otherwise, if so provided
herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation the obligations of the Employee under Sections 7 and 8 hereof. The obligation of the Company to make payments to or on
behalf of the Employee under Section 3 hereof is expressly conditioned upon the Employee’s continued full performance of his obligations under Sections 7 and 8. The Employee recognizes that, except as expressly provided herein, no
compensation is earned after termination of employment. 
 5. Conflicting Agreements. The Employee hereby represents and warrants
that the execution of this Agreement and the performance of his obligations hereunder will not breach or be in conflict with any other agreement to which the Employee is a party or is bound, and that the Employee is not now subject to any covenants
against competition or similar covenants that would affect the performance of his obligations hereunder. The Employee will not disclose to or use on behalf of the Company any proprietary information of a third party without such party’s
consent. 
 6. Withholding. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts
required to be withheld by the Company under applicable law. 

  
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 7. Confidential Information. 

(a) The Employee acknowledges that the Company and its Affiliates continually develop Confidential Information and that the Employee may
develop Confidential Information for the Company and its Affiliates. Contemporaneously with the execution of this Agreement and prior to Employee’s termination, the Company agrees to provide Employee with access to the Company’s
Confidential Information and the opportunity to develop goodwill and establish rapport with the Company’s customers in a greater quantity and/or expanded nature than may already have been provided to Employee. The Employee will comply with the
policies and procedures of the Company for protecting Confidential Information and shall never use or disclose to any person, corporation or other entity (except as required by applicable law or for the proper performance of his regular duties and
responsibilities for the Company and its Affiliates) any Confidential Information obtained by the Employee incident to his employment or other association with the Company or any of its Affiliates. The Employee understands that this restriction
shall continue to apply after his employment terminates, regardless of the reason for such termination. For purposes of this Agreement, “Confidential Information” means any and all information of the Company and its Affiliates or
concerning the business, clients or affairs of the Company or any of its Affiliates, that is not generally known by others with whom any of them compete or do business, or with whom any of them plan to compete or do business. “Confidential
Information” includes, without limitation, information with respect to Company or its Affiliates as follows: the identity, lists and/or descriptions of any customers or suppliers (including the names of the contact persons associated with
said customers or suppliers); financial statements, cost reports, or other financial information; product or service pricing information; contract proposals and bidding information; business opportunities or policies and procedures developed as part
of a confidential business plan; management production and marketing systems and procedures, including manuals and supplements thereto; any other information related to past, current or potential customers or suppliers, including, but not limited
to, any and all information contained in individual files regarding same. 
 (b) All documents, records, tapes and other media
of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by the Employee, shall be the
sole and exclusive property of the Company and its Affiliates. The Employee shall safeguard all Documents and shall surrender all Documents to the Company at the time his employment terminates, or at such earlier time or times as the Company or its
designee may specify. 
 8. Restricted Activities. The Employee expressly recognizes that the employees, general agents and agents
of the Company and its Affiliates are important and critical aspects of their ability to operate profitably. The Employee, therefore, further agrees that, while he is employed by the Company, other than in the course of performing his duties
hereunder, and for a period of: (i) if the Employee’s employment is terminated pursuant to Section 3(d) (by the Company other than for Cause), one (1) year following termination of his employment, or (ii) if the
Employee’s employment is terminated pursuant to Section 3(f) (by the Employee for Good Reason), no additional time following termination of his employment, or (iii) if the Employee’s employment is terminated for any reason other
than pursuant to either Section 3(d) or Section 3(f), two (2) years following the termination of his employment (the “Non-Competition Period”): 

  
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 (a) Non-Solicitation of Employees. Employee shall not, directly or indirectly:

 (i) hire or solicit for hiring any employee of the Company or any of its Affiliates or seek to persuade any
employee of the Company or any of its Affiliates to discontinue employment; 
 (ii) hire or solicit for hiring
any employee of any general agent of the Company or any of its Affiliates; or 
 (iii) solicit or encourage any
general agent or other independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them. 
 (b) Non-Compete. During the term of his employment the Company shall provide Employee with Confidential Information. To induce the Company to enter this Agreement and as consideration for
the Company’s promise to provide confidential information, Employee agrees that Employee shall not, directly or indirectly, either as an employee, consultant, agent, principal, partner, stockholder, member, manager, corporate officer, director,
or in any other individual or representative capacity, engage or participate in any business that is similar to that of the Company, including, but not limited to, insurance producer business, or that is in direct competition in any manner
whatsoever with the Company within Harris County, Texas and Galveston County, Texas (hereinafter collectively designated the “Restricted Area”). 
 (c) Non-Solicitation of Customers. Employee shall not, directly or indirectly, (i) solicit or negotiate any contract or agreement that constitutes or would constitute engaging in
competition with the Company within the Restricted Area or (ii) solicit, take away, attempt to solicit or take away, or do any act the foreseeable consequences of which would lead to the solicitation or taking away of any marketing prospects,
customers or suppliers of Company within the Restricted Area. 
 9. Enforcement of Covenants. In signing this Agreement, the
Employee gives the Company assurance that he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on him under Sections 7 and 8 hereof. The Employee agrees without reservation that
these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates; that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area; and that these
restraints will not prevent him from obtaining other suitable employment during the Non-Competition Period. The Employee further agrees that, were he to breach any of the covenants contained in Section 7 or 8 hereof, the damage to the Company
and its Affiliates would be irreparable. The Employee therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by
the Employee of any of those covenants, without having to post bond, and that he will not take, and he will not permit anyone else to take on his behalf, any position in a court or any other forum inconsistent with any of his covenants relating to
this Section 9. The Employee and the Company further agree that, in the event that any provision of Section 7 or 8 is 

  
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determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that
provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of the Employee’s obligations to that
Affiliate under this Agreement, including without limitation pursuant to Sections 7 and 8 hereof. If Employee is found to have breached any promise made in Sections 7 or 8 hereof, the two year period specified in Section 8of the
Agreement shall be extended by the period of time for which Employee was in breach. 
 10. Law Governing. This Agreement and all
issues relating to the validity, interpretation, and performance hereof shall be governed by and interpreted under the laws of the State of Texas. The parties hereby consent to jurisdiction and venue in any court of competent jurisdiction in Harris
County, Texas, or the United States District Court having jurisdiction in Harris County, Texas. 
 11. Notices. Any notice or
request herein required or permitted to be given to any party hereunder shall be given in writing and shall be personally delivered or sent to such party by United States mail at the address set forth below the signature of such party hereto or at
such other address as such party may designate by written communication to the other party in accordance with this Section 11. Each notice given in accordance with this Section 11 shall be deemed to have been given, if personally
delivered, on the date personally delivered, or, if mailed, on the third business day following the day on which it is deposited in the United States mail, certified or registered mail, return receipt requested, with postage prepaid, to the address
last given in accordance with this Section 11. 
 12. Assignment. The Company may assign its rights, duties and obligations
under this Agreement without the approval or consent of the Employee. This Agreement is personal in its nature, thus the Employee may not make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the
prior written consent of the Company. This Agreement shall inure to the benefit of and be binding upon the Company and the Employee, their respective successors, executors, administrators, heirs and permitted assigns. 

13. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of
competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion
and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 
 14. Waiver. No waiver of
any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this
Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. 

  
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 15. Headings. The headings of the Sections of this Agreement have been inserted for
convenience of reference only and shall not be construed or interpreted to restrict or modify any of the terms or provisions hereof. 
 16.
Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of each party hereto and each party’s respective successors, heirs, assigns, and legal representatives. 

17. Company Policies, Regulations, and Guidelines for Employees. The Company may issue policies, rules, regulations, guidelines,
procedures, or other informational material, whether in the form of handbooks, memoranda, or otherwise, relating to its employees. 
 18.
Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral,
relating to the subject matter hereof, unless expressly provided otherwise herein. No amendment, modification, or termination of this Agreement, unless expressly provided otherwise herein, shall be valid unless made in writing and signed by each of
the parties whose rights, duties, or obligations hereunder would in any way be affected by and amendment, modification, or termination. No representations, inducements, or agreements have been made to induce either Employee or Company to enter into
this Agreement which are not expressly set forth herein. This Agreement is the sole source of rights and duties as between Company and Employee relating to the subject matter of this Agreement. 

19. Multiple Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall in such event be
deemed an original, but all of which together shall constitute one and the same instrument. 
 20. No Presumption Regarding
Drafter. Each of the parties hereto acknowledge and agree that the terms and provisions of this Agreement have been negotiated and discussed among the parties, and that this Agreement reflects the parties’ mutual agreement regarding the
subject matter of this Agreement. Because of the nature of such negotiations and discussions, neither of the parties shall be deemed to be the drafter of the Agreement, and therefore no presumption for or against the drafter shall be applicable in
interpreting or enforcing this Agreement. 
 21. Time is of the Essence. Time shall be of the essence of this Agreement whenever
time limits are imposed herein for the performance of any obligation by either the Employee or Company, including the giving of notice. 

  
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 EXECUTED as of the 5th day of January, 2012. 

 

			
	 EMPLOYEE:
  

/s/ William Reed
Moraw                        
 WILLIAM REED MORAW
     6202 Bissell Road

    Manvel, Texas 77578
	  	 EMPLOYER COMPANY:
  

TOWN & COUNTRY INSURANCE AGENCY, INC.
  

By: /s/ James S. D’Agostino, Jr.                

Name: James S. D’Agostino, Jr.                

Title:
Chairman                                        
  
       9 Greenway Plaza, Suite 1000
       Houston, Texas 77046



  
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