Exhibit 10.13


AMENDED AND RESTATED

EMPLOYMENT AGREEMENT


AMENDED AND RESTATED
EMPLOYMENT AGREEMENT dated as of August 22, 2005, by and between AmCOMP
INCORPORATED, a Delaware corporation with its principal office at 701 U.S.
Highway One, North Palm Beach, Florida 33408 (the “Company”), and KUMAR
GURSAHANEY, residing at 620 Rosa Court, Palm Beach Gardens, Florida 33410 (the
“Employee”).


W I T N E S S E T H:


WHEREAS, the Company and
the Employee are parties to that certain Employment Agreement dated July 10, 2004
as amended by those certain Letter Agreements dated April 13, 2005 and July 10,
2005 (the “Prior Agreement”);


WHEREAS, the Company and
the Employee desire that this Agreement supercede the Prior Agreement; and


WHEREAS, the Company
desires to employ the Employee for the period provided in this Agreement and
the Employee is willing to accept such employment with the Company on a
full-time basis, all in accordance with the terms and conditions set forth
below.


NOW, THEREFORE, for and
in consideration of the premises hereof and the mutual covenants contained
herein, the parties hereto covenant and agree as follows:


1.             Employment.


(a)           The Company hereby employs the
Employee, and the Employee hereby accepts such employment with the Company, for
the period set forth in Section 2 hereof, all upon the terms and conditions
hereinafter set forth.


(b)           The Employee affirms and represents
that he is under no obligation to any former employer or other party that is in
any way inconsistent with, or that imposes any restriction upon, the Employee’s
acceptance of employment hereunder with the Company, the employment of the
Employee by the Company, or the Employee’s undertakings under this Agreement.


2.             Term of Employment.


(a)           Unless earlier terminated as provided
in this Agreement, the term of the Employee’s employment under this Agreement
shall be for a period beginning on the date hereof and ending on December 31,
2008 (the “Initial Term”).


(b)           The term of the Employee’s employment
under this Agreement shall be automatically renewed for additional one-year
terms (each a “Renewal Term”) upon the expiration of the Initial Term or any
Renewal Term unless the Company or the Employee delivers to the other, at least
90 days prior to the expiration of the Initial Term or the then current Renewal
Term, as the case may be, a written notice specifying that the term of the
Employee’s 


 


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employment will not be
renewed at the end of the Initial Term or such Renewal Term, as the case may
be.  The period from the date hereof
until December 31, 2008 or, in the event that the Employee’s employment
hereunder is earlier terminated as provided herein or renewed as provided in
this Section 2(b), such shorter or longer period, as the case may be, is
hereinafter called the “Employment Term.”


3.             Duties. 
The Employee shall be employed as Chief Financial Officer of the Company
and shall faithfully and competently perform such duties consistent with such
position as the Board of Directors of the Company shall from time to time
determine.  The Employee shall perform
his duties principally at the offices of the Company in North Palm Beach,
Florida, with such travel to such other locations from time to time as the Board
of Directors may reasonably prescribe. 
Except as may otherwise be approved in advance by the Board of Directors
of the Company, and except during vacation periods and reasonable periods of
absence due to sickness, personal injury or other disability or non-profit
public service activities, the Employee shall devote his full time throughout
the Employment Term to the services required of him hereunder.  The Employee shall render his business
services exclusively to the Company and its present and future subsidiaries
(collectively, the “AmCOMP Companies”) during the Employment Term and shall use
his best efforts, judgment and energy to improve and advance the business and
interests of the AmCOMP Companies in a manner consistent with the duties of his
position.


4.             Salary and Bonus. 
As compensation for the complete and satisfactory performance by the
Employee of the services to be performed by him hereunder during the Employment
Term:


(a)           the Company shall pay the Employee a
base salary at the annual rate of $220,000 (such amount, together with any
increases thereto as may be determined from time to time by the Board of
Directors of the Company in its discretion but subject to the provisions of
this Agreement, being hereinafter referred to as “Salary”).  Any Salary payable hereunder shall be paid in
regular intervals in accordance with the Company’s payroll practices from time
to time in effect; and


(b)           the Company shall pay to the Employee
such incentive compensation and bonuses, if any, (i) as the Board of Directors
or the Compensation Committee may determine to award the Employee, and (ii) to
which the Employee may become entitled pursuant to the terms of any incentive
compensation or bonus program, plan or agreement from time to time in effect
and applicable to the Employee.


5.             Other Benefits.  During the Employment Term, the Employee
shall:


(a)           be eligible to participate in
employee fringe benefits and pension and/or profit sharing plans that may be
provided by the Company for its senior executive employees in accordance with
the provisions of any such plans, as the same may be in effect from time to
time;


(b)           be eligible to participate in any
medical and health plans or other employee welfare benefit plans that may be
provided by the Company for its senior executive 


 


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employees in accordance
with the provisions of any such plans, as the same may be in effect from time
to time;


(c)           be entitled to five weeks’ paid time
off in respect of each 12-month period during the term of his employment
hereunder.  The Employee shall also be
entitled to all paid holidays given by the Company to its senior executive
employees;


(d)           be eligible for consideration by the
Board of Directors of the Company for awards of stock options under any stock
option plan that may be established by the Company for its and its
subsidiaries’ key employees, the amount of shares with respect to which options
may be granted to the Employee to be in the sole discretion of the Board of
Directors of the Company or the Compensation Committee thereof, subject to the
provisions of this Agreement;


(e)           be entitled to sick leave, sick pay
and disability benefits in accordance with any Company policy that may be
applicable to senior executive employees from time to time; and


(f)            be entitled to reimbursement for all
reasonable and necessary out-of-pocket business expenses incurred by the
Employee in the performance of his duties hereunder in accordance with the
Employee’s existing arrangements with the Company.


6.             Confidential Information.  The Employee hereby covenants, agrees and
acknowledges as follows:


(a)           The Employee has and will have access
to and will participate in the development of or be acquainted with
confidential or proprietary information and trade secrets related to the
business of the AmCOMP Companies, including but not limited to (i) customer
lists; claims histories, adjustments and settlements and related records and
compilations of information; the identity, lists or descriptions of any new
customers, referral sources or organizations; financial statements; cost
reports or other financial information; contract proposals or bidding
information; business plans; training and operations methods and manuals;
personnel records; software programs; reports and correspondence; premium structures;
and management systems policies or procedures, including related forms and
manuals; (ii) information pertaining to future developments such as future
marketing or acquisition plans or ideas, and potential new business locations
and (iii) all other tangible and intangible property that are used in the
business and operations of the AmCOMP Companies but not made public.  The information and trade secrets relating to
the business of the AmCOMP Companies described hereinabove in this paragraph
(a) are hereinafter referred to collectively as the “Confidential Information,”
provided that the term Confidential Information shall not include any
information (x) that is or becomes generally publicly available (other than as
a result of violation of this Agreement by the Employee or the violation of an
agreement of like tenor by any other person or entity) or (y) that the Employee
receives on a nonconfidential basis from a source (other than the AmCOMP
Companies or their representatives) that is not known by him to be bound by an
obligation of secrecy or confidentiality to any of the AmCOMP Companies.


 


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(b)           The Employee shall not disclose, use
or make known for his or another’s benefit any Confidential Information or use
such Confidential Information in any way, except as is in the best interests of
the AmCOMP Companies in the performance of the Employee’s duties under this
Agreement.  The Employee may disclose
Confidential Information when required by a third party and applicable law or
judicial process, but only after providing (i) immediate notice to the Company
at any third party’s request for such information, which notice shall include
the Employee’s intent with respect to such request, and (ii) sufficient opportunity
for the Company to challenge or limit the scope of the disclosure on behalf of
the AmCOMP Companies, the Employee or both.


(c)           Upon termination of his employment
with the Company for any reason, the Employee shall forthwith return to the
Company all Confidential Information in whatever form maintained (including,
without limitation, computer discs and other electronic media).


7.             Termination.


(a)           The Employee’s employment hereunder
shall be terminated upon the occurrence of any of the following:


(i)            the death of the Employee;


(ii)           the Employee’s inability to perform
his duties on account of disability or incapacity for a period of 180 or more
days, whether or not consecutive, within any period of 12 consecutive months;


(iii)          the Company giving written notice, at
any time, to the Employee that the Employee’s employment is being terminated
for “cause” (as defined below); or


(iv)          the Company giving written notice, at
any time, to the Employee that the Employee’s employment is being terminated
other than pursuant to clause (i), (ii) or (iii) above.


The following actions,
failures and events by or affecting the Employee shall constitute “cause” for
termination within the meaning of clause (iii) above: (A) an indictment for or
conviction of the Employee of, or the entering of a plea of nolo contendere by
the Employee with respect to, having committed a felony, (B) use of
controlled substances or alcohol in the workplace or outside of the workplace
in such a manner as impairs or prevents the performance of the Employee’s
duties hereunder or endangers the Employee or any other employee of the Company, (C) acts of dishonesty or moral
turpitude by the Employee that are detrimental to one or more of the AmCOMP
Companies, (D) acts or omissions by the Employee that the Employee knew were
likely to damage the business of one or more of the AmCOMP Companies, (E)
willful and repeated failure of the Employee to perform any material duties
hereunder or gross negligence of the Employee in the performance of such
duties, or (F) failure by the Employee to obey the reasonable and lawful orders
and policies of the Board of Directors that are consistent with the provisions
of this Agreement (provided that, in the case of an indictment described in
clause (A) above, and in the case of clause (B), (C), (D) or (E) above, the
Employee shall have 


 


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received written
notice of such proposed termination and a reasonable opportunity to discuss the
matter with the Board of Directors of the Company, followed by written notice
that the Board of Directors of the Company adheres to its position.


(b)           Notwithstanding anything to the
contrary expressed or implied herein, except as required by applicable law, the
AmCOMP Companies shall not be obligated to make any payments to the Employee or
on his behalf of whatever kind or nature by reason of the termination of the
Employment Term (i) by the Employee (except in the case of the breach of this
Agreement by the Company) or (ii) pursuant to clause (i), (ii) or (iii) of
Section 7(a) above, other than (x) such amounts, if any, of his Salary and
additional compensation payable pursuant to Section 4(b) hereof as shall have
accrued and remained unpaid as of the date of said termination and (y) such
other amounts, if any, that may be then otherwise payable to the Employee
pursuant to the terms of the Company’s benefits plans or pursuant to Section
5(f) hereof.


(c)           If (i) the Company terminates
Employee’s employment hereunder pursuant to clause (iv) of Section 7(a),
whether during the Initial Term or during any continuation of employment
pursuant to Section 2(b) above, or (ii) the Company determines not to renew the
employment of the Employee at the end of the Initial Term or any Renewal Term
as contemplated by Section 2(b) above, the Company shall pay to the Employee in
18 equal monthly installments, on the date in each month corresponding with the
date of termination commencing with the month following termination and
continuing for 17 additional consecutive months thereafter, as severance pay,
an amount equal to one twelfth (1/12th) of the sum of (x) the
Employee’s annual Salary in effect immediately prior to such termination, and
(y) the amount of incentive compensation and bonuses paid to the Employee in
respect of the most recent fiscal year preceding such termination.  In any such event, the Company shall provide
the Employee with the benefits referenced in Section 5(b) hereof through the
end of the 18-month period referenced above.


(d)           In the event of the death of the
Employee at any time when he is entitled to receive payments under Section 7(c)
hereof, such payments shall be made to the estate of the Employee or if the
Employee has designated a beneficiary to receive such payments under Section 8
hereof, to such beneficiary.


(e)           No interest shall accrue on or be
paid with respect to any portion of any payments hereunder.


(f)            The Company acknowledges that it
would be very difficult and generally impracticable to determine the Employee’s
ability to, or the extent to which he may, mitigate any damages or injuries
that he may incur by reason of termination of employment under the
circumstances described in Section 7(c). 
The Company has taken this into account in entering into this Agreement
and, accordingly, the Company acknowledges and agrees that the Employee shall
have no duty to mitigate any such damages and that he shall be entitled to
receive the amount provided in Section 7(c) regardless of any income that he
may receive from other sources following the date he becomes entitled to
receive such amount.


8.             Assignability.


 


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(a)           Neither this Agreement nor any right
or interest hereunder shall be assignable by the Employee or his beneficiaries
or legal representatives without the Company’s prior written consent; provided,
however, that nothing in this Section 8(a) shall preclude the Employee from
designating a beneficiary to receive any benefit payable hereunder upon his
death or incapacity.


(b)           Except as required by law, no right
to receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation or to exclusion, attachment, levy or similar process or to
assignment by operation of law, and any attempt, voluntary or involuntary, to
effect any such action shall be null, void and of no effect.


9.             Restrictive Covenants.


(a)           During the Employment Term and, in
the event that the Employee’s employment is terminated for any reason (including
the non-renewal of this Agreement in accordance with Section 2(b) above),
during the 18-month period following such termination, the Employee will not
directly or indirectly (as a director, officer, executive employee, manager,
consultant, independent contractor, advisor or otherwise) engage in competition
with, or own any interest in, perform any services for, participate in or be
connected with any business or organization that engages in competition with
any of the AmCOMP Companies within the meaning of Section 9(d), provided,
however, that the provisions of this Section 9(a) shall not be deemed to
prohibit the Employee’s ownership of not more than 2% of the total shares of
all classes of stock outstanding of any publicly held company.


(b)           In the event that the Employee’s
employment is terminated for any reason (including the non-renewal of this
Agreement in accordance with Section 2(b) above), during the 18-month period
following such termination, the Employee will not directly or indirectly hire,
solicit, retain, compensate or otherwise induce or attempt to induce any person
who is or was an employee of any of the AmCOMP Companies during the six months
prior to the Employee’s termination, to leave the employ of the AmCOMP
Companies, or in any way interfere with the relationship between any of the
AmCOMP Companies and any employee thereof.


(c)           During the Employment Term and, in
the event that the Employee’s employment is terminated for any reason
(including the non-renewal of this Agreement in accordance with Section 2(b)
above), during the 18-month period following such termination, the Employee
will not directly or indirectly hire, engage, send any work to, place orders
with, or in any manner be associated with any supplier, contractor, subcontractor
or other business relation of any of the AmCOMP Companies if such action by the
Employee would have a material adverse effect on the business, assets or
financial condition of any of the AmCOMP Companies, or materially interfere
with the relationship between any such person or entity and any of the AmCOMP
Companies.


(d)           (i) 
For purposes of this Section 9, a person or entity (including, without
limitation, the Employee) shall be deemed to be a competitor of one or more of
the AmCOMP Companies, or a person or entity (including, without limitation, the
Employee) shall 


 


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be deemed to be engaging
in competition with one or more of the AmCOMP Companies, if such person or
entity (A) is a stock or mutual insurance company or an insurance fund engaged
in writing workers’ compensation insurance or any other form of insurance that
is provided or proposed to be provided by any of the AmCOMP Companies at the
time of termination of the Employee’s employment with the Company (any such
form of insurance being hereinafter referred to as the “Specified Insurance”),
(B) is an agency or broker for a stock or mutual insurance company or an
insurance fund engaged in writing any Specified Insurance, or (C) in any way
conducts, operates, carries out or engages in the business of managing any
entity described in clause (A) or (B), in any of the foregoing cases in the
State of Florida or any other state of the United States of America in which
any of the AmCOMP Companies conduct, or are actively investigating the
possibility of conducting, their businesses at the time of termination of the
Employee’s employment with the Company. 
The provisions of this Section 9 shall cease to be applicable to any
state in which the AmCOMP Companies are actively investigating the possibility
of conducting their businesses at the time of termination of Employee’s
employment with the Company, unless within three months after such termination,
the AmCOMP Companies, or any of them, have commenced soliciting prospective
policyholders in such state, and have effectuated any one of the
following:  (x) the opening of an office
in such state; (ii) the hiring of one or more employees to be employed in such
state; or (z) the engagement of one or more agents in such state.


(ii)           For purposes of this Section 9, no
corporation or entity that may be deemed to be an affiliate of the AmCOMP
Companies solely by reason of its being controlled by, or under common control
with, Sam A. Stephens, Welsh, Carson, Anderson & Stowe VII, L.P. or Sprout
Growth II, L.P. or any of their respective affiliates other than the AmCOMP
Companies, will be deemed to be an affiliate of the AmCOMP Companies.


(e)           In connection with the foregoing
provisions of this Section 9, the Employee represents that his experience,
capabilities and circumstances are such that such provisions will not prevent
him from earning a livelihood.  The
Employee further agrees that the limitations set forth in this Section 9 (including,
without limitation, time limitations) are reasonable and properly required for
the adequate protection of the current and future businesses of the AmCOMP
Companies.  It is understood that the
covenants made by the Employee in this Section 9 (and in Section 6 hereof)
shall survive the expiration or termination of this Agreement.


10.           Legitimate Business Interests of
the AmCOMP Companies.


(a)           The parties hereto acknowledge and
agree that the matters set forth above in Sections 6 and 9 constitute the
“legitimate business interests” of the AmCOMP Companies within the meaning of
Florida Statutes 542.335 and are hereby conclusively agreed to be legally
sufficient to support such covenants. 
Such “legitimate business interests” include but are not necessarily
limited to trade secrets; valuable confidential business or professional
information that does not legally qualify as trade secrets; substantial
relationships with specific prospective or existing customers or clients;
customer or client good will associated with an ongoing business in a specific
geographic location and a specific marketing area; and extraordinary or
specialized training.  It is further
acknowledged and agreed that all such restrictive covenants set forth above are
reasonably necessary to protect the legitimate business interests of the AmCOMP
Companies and are not overbroad or unreasonable.  It is 


 


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acknowledged and agreed
that the Company is specifically relying upon the foregoing statements in
entering into this Agreement.


(b)           The Employee acknowledges that a
remedy at law for any breach or threatened breach of the provisions of Sections
6 or 9 hereof would be inadequate, that the AmCOMP Companies would be
irreparably injured by such breach and that, therefore, the AmCOMP Companies
shall be entitled to injunctive relief in addition to any other available
rights and remedies in case of any such breach or threatened breach


11.           Binding Effect.  Without limiting or diminishing the effect of
Section 8 hereof, this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, successors, legal
representatives and assigns.


12.           Notices.  All notices that are required or may be given
pursuant to the terms of this Agreement shall be in writing and shall be
sufficient in all respects if given in writing and (i) delivered personally,
(ii) mailed by certified or registered mail, return receipt requested and
postage prepaid, or (iii) sent via a responsible overnight courier, to the
parties at their respective addresses set forth above, or to such other address
or addresses as either party shall have designated in writing to the other
party hereto.  The date of the giving of
such notices delivered personally or by carrier shall be the date of their delivery
and the date of giving of such notices by certified or registered mail shall be
the date five days after the posting of the mail.


13.           Law Governing.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, except that body
of law relating to choice of laws.


14.           Severability.  In the event that any court of competent
jurisdiction shall finally hold that any provision of Section 6 or 9 hereof is
void or constitutes an unreasonable restriction against the Employee, Section 6
or 9, as the case may be, shall not be rendered void, but shall apply with
respect to such extent as such court may judicially determine constitutes a
reasonable restriction under the circumstances, and, in such connection, the
parties hereto authorize any such court to modify or sever any such provision,
including without limitation, any such provision relating to duration and
geographical area, to the extent deemed necessary or appropriate by such court.  If any part of this Agreement other than
Section 6 or 9 is held by a court of competent jurisdiction to be invalid,
illegal or incapable of being enforced in whole or in part by reason of any
rule of law or public policy, such part shall be deemed to be severed from the
remainder of this Agreement for the purpose only of the particular legal
proceedings in question and all other covenants and provisions of this
Agreement shall in every other respect continue in full force and effect and no
covenant or provision shall be deemed dependent upon any other covenant or
provision.


15.           Waiver.  Failure to insist upon strict compliance with
any of the terms, covenants or conditions hereof shall not be deemed a waiver
of such term, covenant or condition, nor shall any waiver or relinquishment of
any right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.


 


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16.           Entire Agreement; Modifications.  This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and
supersedes all prior agreements, oral and written, between the parties hereto
with respect to the subject matter hereof. This Agreement may be modified or
amended only by an instrument in writing signed by both parties hereto.


17.           Survival of Provisions.  Neither the termination of this Agreement,
nor of Executive’s employment hereunder, shall terminate or affect in any
manner any provision of this Agreement that is intended by its terms to survive
such termination, including without limitation, the provisions of Sections 4 to
7 inclusive and Sections 9 and 11 hereof.


18.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


IN WITNESS WHEREOF, the
Company and the Employee have duly executed and delivered this Agreement as of
the day and year first above written.


	
   

  	
  AMCOMP INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Fred R. Lowe

  
	
   

  	
   

  	
  Fred R. Lowe

  
	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Kumar Gursahaney

  
	
   

  	
  KUMAR GURSAHANEY

  



 


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