Exhibit 10.15


 


CHANGE OF CONTROL SEVERANCE AGREEMENT


 


THIS AGREEMENT between
The Hagerty Group, Inc., a Michigan corporation, and affiliated and related entities ("Company",), and Frederick J. Turcotte
("Executive") is effective as of July 7, 2008. Capitalized terms shall have the meanings set forth in the Definitions
on the attached Exhibit A.


 


In consideration
of Executive accepting employment with the Company and other good and valuable consideration, the parties agree as follows:


 


 1. Benefits Upon Qualified Termination Resulting From a Change of Control.




 


		1.1	Executive
                                            shall be entitled to the following benefits upon a Qualified Termination as a result of a
                                            Change in Control:



 


		(a)	Continuation
                                            of the Executive's Base Salary for one year from the Date of a Qualified Termination, payable
                                            on a monthly basis, at the rate in effect immediately prior to the Date of Qualified Termination;
                                            and



 


		(b)	Within
                                            one year following the Date of a Qualified Termination, the Company shall pay to Executive
                                            the following in a lump sum:



 


		(i)	an
                                            amount equal to fifty percent (50%) of the "Target Bonus" under the Company's Annual
                                            Incentive Plan or any other annual incentive plan which is applicable to Executive for the
                                            fiscal year in which the Change in Control occurs. ; and



 


		(ii)	if
                                            Executive is a participant in the Executive Incentive Plan at the time of a Qualified Termination
                                            resulting from a Change in Control, all amounts earned but not yet paid for plan years prior
                                            to the year in which a Qualified Termination occurs plus fifty percent (50%) of the target
                                            amount for the plan year in which a Qualified Termination occurs.



 


		1.2	Coordination
                                            With Certain Tax Rules.



 


		(a)	Notwithstanding
                                            any other provision of this Agreement, in the event that the Company undergoes a Change in
                                            Ownership or Control (as defined below), the Company shall not be obligated to provide to
                                            Executive a portion of any "Contingent Compensation Payments" that Executive would
                                            otherwise be entitled to receive to the extent necessary to eliminate any "excess parachute
                                            payments" (as defined in Section 280G(b)(1) of the Internal Revenue Code of
                                            1986, as amended (the "Code")) for Executive. For purposes of this Section 1.2,
                                            the Contingent Compensation Payments so eliminated shall be referred to as the "Eliminated
                                            Payments" and the aggregate amount (determined in accordance with Proposed Treasury
                                            Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation
                                            Payments so eliminated shall be referred to as the "Eliminated Amount."



 






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		(b)	For
                                            purposes of this Section 1.2, the following terms shall have the following respective
                                            meanings:



 


		(i)	"Change
                                            in Ownership or Control" shall mean a change in the ownership or effective control of
                                            the Company or in the ownership of a substantial portion of the assets of the Company determined
                                            in accordance with Section 280G(b)(2) of the Code.



 


		(ii)	"Contingent
                                            Compensation Payments" shall mean any payment (or benefit) in the nature of compensation
                                            that is made or made available (under this Agreement or otherwise) to a "disqualified
                                            individual" (as defined in Section 280G(c) of the Code) and that is contingent
                                            (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership
                                            or Control of the Company.



 


		(c)	Any
                                            payments or other benefits otherwise due to the Executive following a Qualified Termination
                                            resulting from a Change in Ownership or Control that could be characterized (as reasonably
                                            determined by the Company) as Contingent Compensation Payments shall not be made until the
                                            determination, pursuant to this Section 1.2(c), of which Contingent Compensation Payments
                                            shall be treated as Eliminated Payments.



 


			Within
                                            30 days after each date on which the Executive first becomes entitled to receive (whether
                                            or not then due) a Contingent Compensation Payment relating to such Change in Ownership or
                                            Control, the Company shall determine and notify Executive (with reasonable detail regarding
                                            the basis for its determinations) (i) which of such payments and benefits constitute
                                            Contingent Compensation Payments and (ii) the Eliminated Amount. Within 30 days after
                                            delivery of such notice to Executive, Executive shall notify the Company which Contingent
                                            Compensation Payments, or portions thereof (the aggregate amount of which, determined in
                                            accordance with Proposed Treasury Regulation Section 1.280G-1, QIA-30 or any
                                            successor provision, shall be equal to the Eliminated Amount), shall be treated as Eliminated
                                            Payments.



 


In the event that Executive fails to
notify the Company pursuant to the preceding sentence on or before the required date, the Contingent Compensation Payments (or portions
thereof) that shall be treated as Eliminated Payments shall be determined by the Company in its absolute discretion.


 


		(d)	The
                                            provisions of this Section 1.2 are intended to apply to any and all payments or benefits
                                            available to Executive under this Agreement or any other agreement or plan of the Company
                                            under which Executive receives Contingent Compensation Payments.



 






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2. Other
Severance Payments; Withholding.




 


2.1 No Duty to Mitigate
Damages. Executive's benefits under this Agreement shall be considered severance pay in consideration of Executive's past service
and Executive's continued service from the date of this Agreement, and Executive's entitlement thereto shall neither be governed by any
duty to mitigate Executive's damages by seeking further employment nor offset by any compensation which Executive may receive from future
employment.


 


2.2 Other
Severance Payments. In the event that Executive has an employment contract or any other agreement with the Company which entitles
Executive to severance payments upon the termination of Executive's employment with the Company, the amount of any such severance payments
shall be deducted from the payments to be made under this Agreement.


 


2.3 Withholding.
Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to Executive shall be subject
to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should
withhold pursuant to any applicable law or regulation.


 


3. Notices. All notices shall be
in writing and shall be deemed given five days after mailing in the continental United States by registered or certified mail, or upon
personal receipt after delivery, telex, telecopy or telegram, to the party entitled thereto at the address stated below or to such changed
address as the addressee may have given by a similar notice:


 


To the Company:


 


Hagerty Insurance Agency, Inc.


141 River's Edge Dr., Suite 200


Traverse City, Michigan 49684


Attention: Timothy
J. Tompkins, General Counsel


 


To Executive:


 


At Executive's home address, as last shown on the records of the Company.


 


4. Severability. In
the event that any provision of this Agreement shall be determined to be invalid or unenforceable, such provision shall be enforceable
in any other jurisdiction in which valid and enforceable and in any event the remaining provisions shall remain in full force and effect
to the fullest extent permitted by law.




 


5. General
Provisions.




 


5.1 Binding Agreement.
This Agreement shall be binding upon and inure to the benefit of the parties and be enforceable by Executive's personal legal representatives
or successors. If Executive dies while any amounts would still be payable to Executive hereunder, benefits would still be provided to
Executive's family hereunder or rights would still be exercisable by Executive hereunder as if Executive had continued to live. Such
amounts shall be paid to Executive's estate, such benefits shall be provided to Executive's family and such rights shall remain exercisable
by Executive's estate in accordance with the terms of this Agreement. This Agreement shall not otherwise be assignable by Executive.


 






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5.2 Successors.
This Agreement shall inure to and be binding upon the Company's successors, including any successor to all or substantially all of
the Company's business and/or assets. The Company will require any successor to all or substantially all of the business and/or assets
of the Company by sale, merger (where the Company is not the surviving corporation), lease or otherwise, by agreement in form and substance
satisfactory to Executive, to assume expressly this Agreement. If the Company shall not obtain such agreement prior to the effective
date of any such succession, Executive shall have all rights resulting from a Qualified Termination by Executive for good reason (as
defined in paragraph (k) of Exhibit A) under this Agreement. This Agreement shall not otherwise be assignable by the Company.


 


5.3 Amendment
or Modification; Waiver. This Agreement may not be amended unless agreed to in writing by Executive and the Company. No waiver by
either party of any breach of this Agreement shall be deemed a waiver of a subsequent breach.


 


5.4 Titles. No provision
of this Agreement is to be construed by reference to the title of any section.


 


5.5 Continued
Employment. This Agreement shall not alter Executive's status as an at-will employee nor give Executive any right of continued employment
or any right to compensation or benefits from the Company except the right specifically stated herein to certain severance and other
benefits, and shall not limit the Company's right to change the terms of or to terminate Executive's employment, with or without Cause,
and with or without notice, at any time.


 


5.6 Termination
of Agreement. This Agreement shall be automatically terminated upon the termination of Executive's employment, whether voluntary
or involuntary, at any time for any reason other than a Qualified Termination.


 


5.7 Prior
Agreement. This Agreement amends and restates and shall supersede and replace any prior change of control severance agreement between
the Company or any of its subsidiaries, or any predecessor, and Executive.


 


5.8 Governing
Law and Forum. The validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State
of Michigan, and any dispute arising herefrom shall be heard in State or Federal Court in Michigan.


 


5.9 General
Release. Notwithstanding anything herein to the contrary, the payment of any compensation under this Agreement to Executive shall
be subject to the execution by Executive (and failure to revoke) of a general release and hold harmless of the Company and its affiliates
of any and all claims under this Agreement or related to or arising out of Executive's employment hereunder, in a form and manner satisfactory
to the Company and Executive.


  






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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the day and year first above written.


 





	HAGERTY INSURANCE AGENCY, INC.	 EXECUTIVE
	 	 
	Name:	 	Name:	 
	Title:
	 	 	 
	Date:	_______________,2008	Date:	_______________,2008



 


 


 






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EXHIBIT A


 


Definitions


 


The following terms as used in this Agreement
shall have the following meanings:


 


(a)   "Base Salary"
shall mean Executive's annual base salary, exclusive of any bonus or other benefits Executive may receive.


 


(b)   "Cause"
shall mean (i) dishonesty, (ii) conviction of a felony, (iii) gross neglect of duties (other than as a result of Incapacity,
Disability or death), or (iv) conflict of interest; provided that for purposes of clauses (iii) or (iv) any such gross
neglect or conflict shall continue for 30 days after the Company gives written notice to Executive requesting the cessation of such gross
neglect or conflict, as the case may be.




 


(c)   "Change of Control"
shall mean the




 


		(i)	consummation
                                            of a transaction or the occurrence of any event which results in the shareholders of the
                                            Company selling more than 50% of the issued and outstanding shares of each class of voting
                                            securities or interests of Company to an unrelated third party; or



 


		(ii)	consummation
                                            of a reorganization, merger or consolidation involving the Company or a sale or other disposition
                                            of all or substantially all of the assets of the Company (a "Business Combination"),
                                            in each case, unless, immediately following such Business Combination, (a) all or substantially
                                            all of the individuals and entities who were the beneficial owners, respectively, of the
                                            voting securities of the Company immediately prior to such Business Combination beneficially
                                            own, directly or indirectly, an aggregate of 50% or more of, respectively, the then-outstanding
                                            shares of common stock and the combined voting power of the then-outstanding voting securities
                                            of the corporation resulting from such Business Combination (which shall include, without
                                            limitation, a corporation which as a result of such transaction owns the Company or all or
                                            substantially all of the Company's assets either directly or through one or more subsidiaries)
                                            in substantially the same proportions as their ownership, immediately prior to such Business
                                            Combination, of the outstanding Company Common Stock and Outstanding Company Voting Securities,
                                            as the case may be, or (b) no Person (excluding any corporation resulting from such
                                            Business Combination or any employee benefit plan (or related trust) of the Company or such
                                            corporation resulting from such Business Combination) beneficially owns, directly or indirectly,
                                            20% or more of, respectively, the then outstanding shares of common stock of the corporation
                                            resulting from such Business Combination, or the combined voting power of the then-outstanding
                                            voting securities of such corporation.



 


A Change of Control shall not mean
any (i) reorganization or reconstitution of any or all of the Company affiliated entities amongst the current shareholders or their
family members which results in a transfer of any or all of such entities to any other Hagerty family member members or related entity
or entities; or (ii) a purchase by an entity in which Executive has any ownership interest.


 






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(d)   "Date of Qualified Termination"
shall mean the date on which Executive's employment is terminated.


 


(e)   "Good
Reason" shall mean the voluntary termination by Executive of Executive's employment after the occurrence without Executive's
express written consent of any of the events described below on or before the last business day of the twelfth (121h) month
following a Change of Control, provided that Executive gives notice to the Company within a period not to exceed thirty (30) days of
the initial existence of the condition and the situation remains unremedied thirty (30) days after such notice:


 


		(i)	material
                                            diminution of Executive's authority, duties, and responsibilities; and



 


		(ii)	material
                                            diminution in Executive's overall compensation.



 


(f)   "Qualified Termination"
shall mean the termination of Executive's employment within twelve (12) months of a Change of Control and as a result of such Change
of Control (1) by the Company other than for Cause, or (2) by Executive for Good Reason.


 






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