Exhibit
10.12


 


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 DEBRA
CERRE-RUEDISILI, residing at 2764 SE Ranch Acres Circle, Jupiter, FL 33478 (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 January 1,
2004 as amended by that certain Letter Agreement dated April 13, 2005 (the
“Prior Agreement”);


WHEREAS, the Company and
Employee desire that this Agreement supersede 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 she 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 (a “Non-Renewal Notice”) specifying
that the term of the Employee’s 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 a senior executive officer of the
Company, shall faithfully and competently perform such duties as are inherent
in such position and shall also perform and discharge such other senior
executive employment duties and responsibilities as the Board of Directors of
the Company shall from time to time reasonably determine.  The Employee shall perform her duties
principally from the Company’s office in Palm Beach County, Florida, with such
travel to such other locations from time to time as the Board of Directors of
the Company 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 her full time throughout
the Employment Term to the services required of 
her  hereunder.  The Employee shall render her business
services exclusively to the Company and its subsidiaries during the Employment
Term and shall use her best efforts, judgment and energy to improve and advance
the business and interests of the Company and its subsidiaries in a manner
consistent with the duties of her position.


4.             Salary and Bonus. 
As compensation for the complete and satisfactory performance by the
Employee of the services to be performed by her hereunder during the Employment
Term, the Company shall pay the Employee a base salary at the annual rate of
$285,000 (such amount, together with any increases thereto as may be determined
from time to time by the Board of Directors or the Compensation Committee of
the Company, being hereinafter referred to as “Salary”).  All Salary payable hereunder shall be paid in
regular intervals in accordance with the Company’s payroll practices from time
to time in effect.  The Company shall
also pay to the Employee such incentive compensation and bonuses, if any, (a)
as the Board of Directors or the Compensation Committee may determine to award
the Employee, and (b) 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 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 30 days’ paid time off
in each calendar year.  The Employee
shall also be entitled to all paid holidays given by the Company to its senior
executive employees;


 


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(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, if any, of shares with respect to which options may
be granted to Employee to be in the sole discretion of the Board of Directors
or the Compensation Committee of the Company;


(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 her 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 Company and any present and future subsidiaries or affiliates
of the Company (collectively with the Company, the “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 Companies but not
made public.  The information and trade
secrets relating to the business of the Companies described hereinabove in this
paragraph (a), whether acquired while Employee was employed on an “at will”
basis or pursuant to this Agreement or any predecessor employment agreement,
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 Companies or
their representatives) that is not known by 
her  to be bound by an obligation
of secrecy or confidentiality to any of the Companies.


(b)           The Employee shall not disclose, use
or make known for her or another’s benefit any Confidential Information or use
such Confidential Information in any way, except as is in the best interests of
the 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 of any
third party’s request for such information, which notice shall include the 


 


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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 Companies, the
Employee or both.


(c)           Upon termination of her 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).


(d)           Without limiting the generality of
Section 11 hereof, the foregoing provisions of this Section 6 shall survive the
expiration or termination of this Agreement and shall be binding upon the
Employee’s heirs, successors and legal representatives.


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
her 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 nolocontendere 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 Companies,
(D) acts or omissions by the Employee that the Employee knew were likely to
damage the business of one or more of the 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 received
written notice of such proposed termination and a reasonable opportunity to
discuss the 


 


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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
Company (and its affiliates) shall not be obligated to make any payments to the
Employee or on her 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
her Salary or the additional compensation payable pursuant to Section 4(c)
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 arrangements or pursuant to Section 5(f) above.


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


(e)           The Company acknowledges that it
would be very difficult and generally impracticable to determine the Employee’s
ability to, or the extent to which she may, mitigate any damages or injuries
that she 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 she shall be entitled to
receive the amount provided in Section 7(c) regardless of any income that she
may receive from other sources following the date she becomes entitled to
receive such amount.


8.             Assignability.


(a)           Neither this Agreement nor any right
or interest hereunder shall be assignable by the Employee or her 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
her death or incapacity.


 


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(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 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 Companies during the six months prior
to the Employee’s termination, to leave the employ of the Companies, or in any
way interfere with the relationship between any of the 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 Companies if such action by  her 
would have a material adverse effect on the business, assets or
financial condition of any of the Companies, or materially interfere with the
relationship between any such person or entity and any of the 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 Companies,
or a person or entity (including, without limitation, the Employee) shall be
deemed to be engaging in competition with one or more of the 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 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 


 


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the foregoing cases in
the State of Florida or any other state of the United States of America in
which any of the 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 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 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; (y) 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 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 Companies, will be
deemed to be an affiliate of the Companies.


(e)           In connection with the foregoing
provisions of this Section 9, the Employee represents that her experience,
capabilities and circumstances are such that such provisions will not
prevent  her  from earning a livelihood.  The Employee further agrees that the limitations
set forth in this Section 9 (including, without limitation, time and
territorial limitations) are reasonable and properly required for the adequate
protection of the current and future businesses of the 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 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 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 Companies and are not
overbroad or unreasonable.  It is
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 and 9 would be inadequate, that the Companies would be irreparably injured by
such breach and that, therefore, the 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.


 


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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 nationally recognized 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.


16.           Entire Agreement; Modifications.  This Agreement, together with that certain
Severance Benefits Agreement dated the date hereof between the Company and the
Employee,  constitutes the entire
agreement of the parties with respect to the subject matter hereof and
supersede all prior agreements, oral and written, between the parties hereto
with respect to the subject matter hereof, including (without limitation) the
Prior Agreement.  This Agreement may be
modified or amended only by an instrument in writing signed by both parties
hereto.


 


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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

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Debra Cerre-Ruedisili

  
	
   

  	
   

  	
  DEBRA CERRE-RUEDISILI

  



 


 


 


 


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