Term Sheet for Employment of Arthur Gallagher as General Counsel and Secretary

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Summary

This agreement outlines the employment terms for Arthur Gallagher as General Counsel and Secretary, starting March 24, 2003, for four years. He will report to the CEO, receive a base salary starting at $160,000, and be eligible for bonuses, stock options, and restricted stock. Benefits include participation in company plans, a signing bonus, and vacation. If terminated without cause or after a change of control, Gallagher receives severance pay and accelerated vesting of equity. In case of death or disability, he receives salary, bonus, and vested equity through the termination date.

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EX-10.6 5 exh10_6.htm EXHIBIT 10.6 Exhibit 10.6
Exhibit 10.6

TERM SHEET FOR ARTHUR GALLAGHER


Position
General Counsel and Secretary
   
Term
Four Years, beginning on March 24, 2003
   
Duties
Shall report to the Chief Executive Officer and have duties reasonably assigned by Chief Executive Officer
   
Base Salary
$160,000 for the first year and $175,000 for each year thereafter
   
Bonus
Target Bonus of 30% of Base Salary, with Targets determined by the Compensation Committee and consistent with the Targets established for other executives of the Company
   
Incentive Comp.
10,000 options granted upon execution of agreement and 10,000 additional options granted on each of 1/1/2004 and 1/1/2005. Option shall vest after one year
   
 
8,000 shares of restricted stock issued upon execution of agreement, which shares shall vest 2,000 a year on January 1 of each year.
   
Signing Bonus
$15,000 upon execution of agreement
   
Benefits
Entitled to participate in benefit plans established from time to time (health, medical, 401(k), etc.)
   
 
Reimbursed for cost of COBRA coverage until eligible to participate in medical plan, in the approximate amount of $400 per month
   
Vacation
3 weeks
   
Termination and Severance
Cause - No severance. Base Salary through termination date
 
Without Cause/Following Change of Control - Base Salary and bonus through date of termination, plus one year’s Base Salary and bonus as severance and options and restricted stock vest
 
 
Death and Disability - Base Salary and bonus through date of termination and options and restricted stock vest