Employment Agreement [Amended and Restated] (2015)Full Document 

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Heritage Insurance Holdings, Inc.

A DELAWARE CORPORATION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of November 4, 2015 by and between HERITAGE INSURANCE HOLDINGS, INC., and its subsidiary companies (collectively, the "Company"), and Richard Widdicombe (the "Executive").

RECITALS

1. The Company is engaged in the insurance and financial services industry;

2. The Executive is the President of the Company;

3. The Company and the Executive are parties to an employment agreement, as amended from time to time (the "Prior Agreement"), and now desire to amend and restate the terms of the Prior Agreement to provide for the continued employment of the Executive;

4. The Board of Directors (the "Board") approved the employment of the Executive upon the terms and conditions set forth herein.

NOW, therefore, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the Company and Executive agree as follows:

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereby agree as follows:

Section I. Employment

1. Employment. The Company shall continue to employ Executive as its President. Executive accepts such employment and agrees to perform the services and duties specified herein or as assigned to Executive from time to time by the Board.

2. Term of Employment. The Company shall continue to employ the Executive and the Executive shall continue to serve the Company and its Subsidiaries, on the terms and conditions set forth herein, until December 31, 2020 of the date of this agreement, unless terminated as hereinafter set forth, or as mutually agreed to by the parties (the "Term").

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Section II. Compensation and Benefits

1. Base Salary. During the Employment Term, the Executive shall receive a base salary at the annual rate of $1,750,000 for 2016, which shall be increased as necessary to reflect reasonable cost of living and inflation-based adjustments on January 1st of each calendar year during the Term. The base salary shall be payable in substantially equal installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes, and may be increased by the Board in its discretion.

2. Bonus. The Executive shall receive, as an incentive award under the Heritage Insurance Holdings, Inc. Omnibus Incentive Plan, an incentive bonus of $375,000 for each calendar year beginning in 2016, which shall be paid to Executive within two and a half months following the completion of such year provided that the Company achieves at least $50 million in EBITDA for such year. Executive shall also receive an annual cash bonus under the Company’s EBIDTA bonus in the amount of $375,000 by December 31st of each calendar year during the Term based on the Company’s bonus pool as approved by the Board.

3. Award of Restricted Stock. Executive shall receive a grant of 250,000 restricted shares granted on November 4, 2015 and vesting in equal installments of 50,000 shares on November 4th of each calendar year beginning on the first anniversary of the grant date.

No grant shall occur unless Executive has remained in the continuous full-time employ of the Company through the applicable grant date unless otherwise provided herein. The grant shall be subject to the terms and conditions of the applicable restricted stock award and shall be governed by the Heritage Insurance Holdings, Inc. Omnibus Incentive Plan.

4. Options and Warrants. From time to time, the Company may grant to Executive options or warrants to purchase the Company’s common stock. The Company shall enter into an option or warrant agreement for the issuance of such options or warrants in such event.

5. Expense Reimbursement. During the Employment Term, the Company, upon the submission of supporting documentation by the Executive, and in accordance with Company policies for its executives, shall reimburse the Executive for all expenses actually paid or incurred by the Executive in the course of and pursuant to the business of the Company and the Subsidiaries, including a reasonable car allowance and expenses for travel and entertainment, for which the Executive shall have an expense allowance as set by the Board from time to time.

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