Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), dated as of November 12, 2006, is by and
between Tower Group, Inc., a Delaware corporation (the "Company"), and Patrick
J. Haveron (the "Executive").
WITNESSETH THAT
WHEREAS, the Executive and the Company wish to enter into a written agreement
setting forth the terms and conditions of the Executive's employment with the
Company; and
WHEREAS, this Agreement is the entire agreement between the parties concerning
the subject matter hereof and supersedes all prior agreements concerning the
same subject.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the Company and the Executive hereby agree as follows:
1.
TERM.
(A)
TERM OF EMPLOYMENT.
(I)
THE COMPANY SHALL EMPLOY THE EXECUTIVE, AND THE EXECUTIVE SHALL
SERVE THE COMPANY, ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS
AGREEMENT, COMMENCING ON THE DATE THE STOCK PURCHASE AGREEMENT BY AND AMONG
CERTAIN NAMED SELLERS THEREIN, PRESERVER GROUP, INC. AND TOWER GROUP, INC.
CLOSES (THE "EFFECTIVE DATE") AND, UNLESS SOONER TERMINATED PURSUANT TO SECTION
4, CONTINUING UNTIL THE DATE THAT IS THE (2) TWO-YEAR ANNIVERSARY OF THE
EFFECTIVE DATE OR SUCH LATER DATE AS PROVIDED IN SUBSECTION 1(A)(II) BELOW (THE
"TERM OF EMPLOYMENT").
(II)
THE TERM OF EMPLOYMENT SHALL BE EXTENDED AUTOMATICALLY FOR ONE
ADDITIONAL YEAR ON THE LAST DAY BEFORE THE SECOND ANNIVERSARY OF THE EFFECTIVE
DATE AND FOR ONE ADDITIONAL YEAR ON EACH ANNIVERSARY THEREAFTER UNLESS AND UNTIL
EITHER PARTY GIVES WRITTEN NOTICE TO THE OTHER NOT TO EXTEND THIS AGREEMENT AT
LEAST ONE YEAR BEFORE SUCH EXTENSION WOULD BE EFFECTUATED.
(B)
TERM OF THE AGREEMENT.
THIS AGREEMENT SHALL BECOME EFFECTIVE ON
THE EFFECTIVE DATE AND SHALL CONTINUE IN EFFECT THROUGHOUT THE TERM OF
EMPLOYMENT; PROVIDED, HOWEVER, THE RESTRICTIVE COVENANTS CONTAINED IN SECTION 10
OF THIS AGREEMENT AND, AS APPLICABLE, THE COMPANY'S AND THE EXECUTIVE'S
OBLIGATIONS UNDER THE OTHER PROVISIONS OF THIS AGREEMENT SHALL SURVIVE THE TERM
OF EMPLOYMENT AND SHALL CONTINUE IN EFFECT THROUGH THE PERIODS PROVIDED THEREIN
AND/OR UNTIL THE COMPANY'S AND/OR THE EXECUTIVE'S OBLIGATIONS, AS APPLICABLE,
THEREUNDER ARE SATISFIED.
2.
POSITION AND DUTIES.
(A)
POSITIONS, DUTIES, AND RESPONSIBILITIES.
THE EXECUTIVE SHALL
SERVE AS THE SENIOR VICE PRESIDENT, CHIEF OPERATING OFFICER OF THE COMPANY WITH
SUCH DUTIES AND RESPONSIBILITIES AS
are customarily assigned to the Chief Operating Officer, and suchother duties
and responsibilities not inconsistent therewith as may from time to time be
assigned to him by the Chief Executive Officer (the "CEO") of the Company.
The
Executive shall report solely to the CEO unless the CEO or the Board of
Directors of the Company (the "Board") determines otherwise.
The Executive
agrees to serve without additional compensation in such capacities (including,
without limitation, as an employee or director) with Company affiliates as the
CEO or the Board may in its discretion prescribe; provided, that upon
termination of the Executive's employment with the Company, any employment,
board membership or other service relationship with such affiliate shall
automatically terminate unless otherwise determined by the parties hereto.
(B)
TIME