Exhibit
10.1




BROWN
& BROWN, INC.
 
 EMPLOYMENT
AGREEMENT
 
 THIS EMPLOYMENT AGREEMENT is
entered into by and between BROWN & BROWN, INC.,
hereinafter called the "Company," and J. HYATT BROWN, hereinafter
called "Employee," effective July 1, 2009.
 
 BACKGROUND
 
 Employee is the Chairman of the
Company.  Employee previously also served as Chief Executive Officer
of the Company, until Employee’s retirement from that position effective July 1,
2009.  The Company desires to continue to obtain the benefit of
services by the Employee, and the Employee desires to continue to render
services to the Company.
 
 Accordingly, in consideration of the
mutual covenants and representations set forth below, the Company and Employee
agree as follows:
 
 TERMS
 
 1.           Definitions.  "Company"
means Brown & Brown, Inc. and with respect to paragraph 9, hereof, also
means its subsidiaries, affiliated companies and any company operated or
supervised by the Company, as well as any successor entity formed by merger or
acquisition, including any company that may acquire a majority of the stock of
Brown & Brown, Inc.  "Employee" means J. Hyatt Brown and with
respect to paragraph 10 hereof also means any company or business in which
Employee has a controlling or managing interest.
 
 2.           Employment. The
Company hereby employs or continues to employ Employee upon the terms and
conditions set forth in this Agreement.
 
 3.           Term.  The
term of the Agreement shall be continuous until terminated by either party as
provided herein.  This Agreement supersedes all prior employment
agreements or arrangements existing as between the Company and the
Employee.
 
 4.           Extent of
Duties.  At the time of execution of this Agreement, Employee
shall be continuing to serve as Chairman of the Board of the Company and shall
also be employed to render assistance with acquisitions and
recruitment.  Employee shall perform the duties associated with such
position and shall commit such of his time and effort required in completing and
fulfilling those duties and responsibilities commensurate with and like in
amount to the time committed by the Employee in fulfilling the same as of the
execution hereof. During the term of his employment under this Agreement,
Employee shall not directly or indirectly engage in the insurance business in
any of its phases, either as a broker, agent, solicitor, consultant or
participant, in any manner or in any firm or corporation engaged in the business
of insurance or re-insurance, except for account of the Company or as agreed by
the Company.
  
  5. Compensation.  During
the term of this Agreement, Employee shall be compensated in such amount as is
mutually agreed upon between Company and Employee. The Employee shall
participate in and receive comparable benefits as are provided by the Company to
its other personnel from time to time.
 
 6.           Termination.  This
Agreement may be terminated:
 
 (a)
              by
      mutual consent of the Company and
Employee;
 
 (b)
              by
      Employee upon thirty (30) days written notice to the Company;
      or
 
 (c)
              by
      the Company upon thirty (30) days written notice to
    Employee.
 
 Termination of Employee's employment
under this Agreement shall not release either Employee or the Company from
obligations hereunder arising or accruing through the date of such termination
nor from the post-termination provisions of this
Agreement.  Termination may be without cause and no cause need be
stated in notice of termination.  On notice of termination of or by
the Employee, the Company has the power to suspend the Employee from all duties
on the date notice is given, and to immediately require return of all
Confidential Information as described in the Agreement.
 
 7.           Confidential Information;
Non-Piracy Covenants.  (a)  Employee recognizes and
acknowledges that the Confidential Information (as hereafter defined)
constitutes valuable, secret, special, and unique assets of
Company.  Employee covenants and agrees that, during the term of this
Agreement and following termination (whether voluntary or involuntary), he or
she will not disclose the Confidential Information to any person, firm,
corporation, association, or other entity for any reason or purpose without the
express written approval of Company and will not use the Confidential
Information except in Company's business.  It is expressly understood
and agreed that the Confidential Information is the property of Company and must
be immediately returned to Company upon demand therefor.  The term
Confidential Information includes each, every, and all written documentation
related to Company or its business that is not public information, whether
furnished by Company or compiled by Employee, including but not limited
to:  (1)  lists of the Company's customers, companies,
accounts and records pertaining thereto; (2)  customer lists, prospect
lists, policy forms, and/or rating information, expiration dates, information on
risk characteristics, information concerning insurance markets for large or
unusual risks, and all types of written information customarily used by Company
or available to the Employee; (3)  information related to any of
Company's programs and marketing strategies; (4)  information known to
Employee but not reduced to written or recorded form; (5) underwriting
information received from customers; and (6) Employee's recollection of
Confidential Information.
 
 (b)           For
a period of three (3) years following termination of Employment (whether
voluntary or involuntary), Employee specifically agrees not to solicit, accept,
nor service, directly or indirectly, as insurance solicitor, insurance agent,
insurance broker, insurance wholesaler, managing general agent, consultant, or
otherwise, for Employee's accounts or the accounts of any other agent, or
broker, or insurer, either as officer, director, stockholder, owner, partner,
employee, promoter, consultant, manager, or otherwise, any insurance or bond
business of any kind or character from any person, firm, corporation, or other
entity, that is a customer or account of the Company during the term of this
Agreement or from any prospective customer or account to whom the Company made
proposals while Employee was employed by Company.  Should a court of
competent jurisdiction declare any of the covenants set forth in this paragraph
unenforceable due to an unreasonable restriction of duration, geographical area
or otherwise, each of the parties hereto agrees that such court shall be
empowered to rewrite or reform any such covenant and shall grant Company
injunctive relief reasonably necessary to protect its interest.
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  (c)           Employee
agrees that Company shall have the right to communicate the terms of this
Agreement to any third parties, including but not limited to, any past, present
or prospective employer of Employee.  Employee waives any right to
assert any claim for damages against Company or any officer, employee or agent
of Company arising from disclosure of the terms of this paragraph.
 
 (d)           In
the event of the breach or threatened breach of the provisions of this
paragraph, Company shall be entitled to injunctive relief as well as any other
applicable remedies at law or in equity.
 
 8.           Organizing Competitive
Businesses; Soliciting Company Employees.  Employee agrees that
so long as he is working for Company he will not undertake the planning or
organizing of any business activity competitive with the work he
performs.  Employee acknowledges that the Company has made a
significant investment in developing and training a competent work
force.  Employee agrees that he will not, for a period of two (2)
years following termination of employment with Company, directly or indirectly,
solicit any of the Company's employees to work for Employee or any other
competitive company.
 
 9.           Protection of Company
Property.  All records, files manuals, lists of customers,
blanks, forms, materials, supplies, computer programs and other materials
furnished to the Employee by the Company, used by him on its behalf, or
generated or obtained by him during the course of his employment, shall be and
remain the property of Company.  Employee shall be deemed the bailee
thereof for the use and benefit of Company and shall safely keep and preserve
such property, except as consumed in the normal business operations of
Company.  Employee acknowledges that this property is confidential and
is not readily accessible to Company's competitors.  Upon termination
of employment hereunder, the Employee shall immediately deliver to Company or
its authorized representative all such property, including all copies, remaining
in the Employee's possession or control.
 
 10.         Attorney Fees and
Expenses.   The Company shall pay all legal fees and
related expenses (including the costs of experts, evidence and counsel) incurred
by the Employee as they become due as a result of the Employee seeking to obtain
or enforce any right or benefit provided by this Agreement or by any other plan
or arrangement maintained by the Company under which the Employee is or may be
entitled to receive benefits.
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  11.         Successors and
Assigns.
 
 (a)           This
Agreement shall be binding upon and shall inure to the benefit of the Company,
its successors and assigns and the Company shall require any successor or assign
to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform it if no such
succession or assignment had taken place. The term “Company” as used herein
shall include such successors and assigns.  The term “successors and
assigns” as used herein shall mean a corporation or other entity acquiring all
or substantially all the assets and business of the Company (including this
Agreement) whether by operation of law or otherwise.
 
 (b)           Neither
this Agreement nor any right or interest hereunder shall be assignable or
transferable by the Employee, his beneficiaries or legal representatives, except
by will or by the laws of descent and distribution.  This Agreement
shall inure to the benefit of and be enforceable by the Employee’s legal
personal representative.
 
 12.         Notices.  Any
notices required or permitted to be given under this Agreement shall be
sufficient in writing and if sent by Certified Mail to:
 
 Employee at:
 
 220 South Ridgewood
Avenue
 Daytona Beach,
Florida  32115
 
 and to the Company at:
 
 3101 W. Martin Luther King, Jr. Blvd.,
Ste. 400
 Tampa,
Florida  33607
 Attn:  Chief Corporate
Counsel
 
 or such
other address as either shall give to the other in writing for this
purpose.
 
 13.         Waiver of
Breach.  The waiver of either party of a breach of any
provision of the Agreement shall not operate or be construed as a waiver of any
subsequent breach by the other party.
 
 14.         Entire
Agreement.  This instrument contains the entire Agreement of
the parties.  All contracts entered into which are dated prior to this
Agreement are considered null and void.  Employee agrees that no
verbal or other statement; inducement or representation relied upon by Employee
for the execution of this Agreement has been made to Employee which is not
contained in this Agreement.  This Agreement may not be changed orally
but only by an agreement in writing signed by the party against whom enforcement
of any waiver, change, modification, extension or discharge is
south.  A waiver by Company of any condition or term in this Agreement
shall not be construed to have any effect on the remaining terms and conditions
nor shall said waiver, if any, be construed as permanent or binding for the
future.
 
 15.         Florida Law to Govern;
Venue. This Agreement shall be governed by and construed according to the
laws of the State of Florida without giving effect to the conflict of law
principles thereof.  Any action brought by any party relating to this
Agreement shall be brought and maintained in a court of competent jurisdiction
in Volusia County, Florida.
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  IN WITNESS WHEREOF, the
parties have executed this Agreement effective as of the date first set forth
above.
 
 
 WITNESSES:/s/
      J. Hyatt BrownJ.
      HYATT BROWNas
      to EmployeeWITNESSES:
                              
                              BROWN
      & BROWN, INC.By:
                              /s/
      Jim HendersonJim
      HendersonVice
      Chairman andChief
      Operations Officeras
      to Brown & Brown
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