Heritage Insurance Holdings, Inc. A DELAWARE CORPORATION EMPLOYMENT AGREEMENT

Exhibit 10.1

Heritage Insurance Holdings, Inc.

A DELAWARE CORPORATION

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as on April 28, 2016 by and between HERITAGE INSURANCE HOLDINGS, INC., and its subsidiary companies (collectively, the “Company”), and Steven C. Martindale (the “Executive”).

RECITALS

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 employ Executive as its Chief Financial Officer and Executive accepts such employment and agrees to perform the duties of an executive commensurate with such position, and shall diligently perform all services as may be reasonably designated by the Board and shall exercise such power and authority as is necessary and customary to the performance of such duties and services. The Executive shall devote his services on a fulltime basis to the business and affairs of the Company and the Subsidiaries. The position is located in Clearwater, Florida.

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 the second anniversary 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 five-hundred thousand dollars ($500,000). 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.

2. Annual Bonus. The Executive shall receive an annual cash bonus of up to fifty-thousand ($50,000) or such greater amount as approved by the Board in their sole discretion.

3. 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 and lodging expenses for travel and entertainment. In addition the Executive shall have an auto expense allowance of $900 per month or as set by the Board from time to time.

4. Insurance. During the Employment Term, the Company shall obtain comprehensive major medical, hospitalization and disability insurance coverage, either group or individual, for the Executive and his dependents, and may obtain or may continue in force life (“key man”) insurance on the Executive for the benefit of the Company/Executive (collectively, the “Policies”), which Policies the Company shall keep in effect at its sole expense throughout the Term. The Policies to be provided by the Company shall be on terms as determined by the Board. Within 30 days following any termination of this Agreement, at the Executive’s option, the Company shall assign to the Executive all assignable insurance policies on the life of the Executive then owned by the Company in consideration of the payment by the Executive of the premiums accruing after the date of such termination.

5. Working Facilities. During the Employment Term, the Company shall furnish the Executive with an office,

and such other facilities and services suitable to his position and adequate for the performance of his duties hereunder.

6. Paid Time Off. Executive shall receive up to thirty paid time off (PTO) days every calendar year. Any portion of the unused annual PTO days shall be accrued and will accumulate, and may be used by the Executive at any time during its employment

Section III. Termination.

1. Termination upon Death. If the Executive dies during the Term, this Employment Agreement shall terminate and the Companies shall have no obligation to the Executive other than the payment of any earned but unpaid Base Salary and Annual Bonus, a prorated bonus for the year of termination (as contemplated in Section 2 ), and any unreimbursed expenses (the “Accrued Obligations”). Except for the prorated bonus (which shall be payable after the Annual Bonus is determined as prescribed in Section 2), the Accrued Obligations shall be paid in a lump sum within sixty (60) days of the Executive’s death.

2. Termination upon Disability. If during the Term, the Board of Directors of the Holding Company determines that the Executive has become physically or mentally disabled, whether totally or partially, so that the Executive is unable substantially to perform his services hereunder, even with reasonable accommodation, for: (i) a period of three consecutive months; or (ii) for shorter periods aggregating three months during any twelve-month period, the Company may at any time after the last day of the three consecutive months of disability or the day on which the shorter periods of disability equal an aggregate of three months, by written notice to the Executive, terminate the Term of the Executive’s employment hereunder. In the event of such termination, the Company shall direct that the Executive be paid, in full satisfaction of the obligations of all of the Companies, (a) the Executive’s Base Salary on the date of termination for the shorter of twelve (12) months or the remainder of the Term.

Nothing in this Section shall be deemed to extend the Term.

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3. Termination for Cause. The Company may at any time by written notice to the Executive terminate the Executive’s employment hereunder for “Cause” and the Executive shall have no right to receive any further Compensation, Annual Bonus or Benefits hereunder and The Company shall have no further obligations under this Employment Agreement, on and after the effective date of such notice. For purposes of this Employment Agreement, the term “Cause” shall mean: (i) conviction (or plea of nolo contendere) of the Executive of any crime involving moral turpitude, dishonesty or constituting a felony in the jurisdiction in which committed; (ii) conviction, fine or similar outcome of the Executive of any violation of any regulatory laws applicable to the Companies, their affiliates and their business; (iii) commission by the Executive of any other criminal act against the Companies involving dishonesty or willful misconduct (whether or not a felony and whether or not criminal proceedings are initiated); (iv) the Executive’s continual neglect or refusal to perform the duties of his employment or to follow the lawful and proper directives of the Boards of Directors of any of the Companies (or of the Chairman of the Board of any of the Companies), provided such duties or directives are consistent with this Employment Agreement, and further provided that Executive has failed to cure any purported continual neglect or refusal to perform within thirty (30) days written notice describing such continual neglect or refusal; (v) any willful or intentional act of the Executive committed for the purpose, or having the reasonably foreseeable effect, of injuring the Companies or their affiliates or their business or reputation or of improperly or unlawfully converting for the Executive’s own personal benefit any property of the Companies or their affiliates.

4. Termination without Cause. The Company may at any time terminate the Executive’s employment hereunder without cause, upon ten (30) days’ written notice to the Executive. In the event of such termination by the Holding Company, the Executive shall be entitled to receive: (i) the Accrued Obligations; and (ii) his Base Salary for a period of twelve (12) months. The Accrued Obligations shall be paid in a lump sum within sixty (60) days of the Executive’s termination.

5. Voluntary Termination by Executive.

a. For Good Reason. The Executive may terminate the Executive’s employment with the Company for Good Reason. “Good Reason” means:

i. Breach of Agreement. The Company’s material breach of this Agreement, which breach has not been cured by the Company within (20) days after receipt of written notice specifying, in reasonable detail, the nature of such breach or failure from Executive.

ii. Non Payment. The failure of the Company to pay any amount due to Executive hereunder, which failure persists for twenty (20) days after written notice of such failure has been received by the Company;

iii. Change of Responsibilities. Any material reduction in Executive’s title or a material reduction in Executive’s duties or responsibilities (unless such reduction is for Cause);

iv. Change of Compensation. Any material adverse change in Executive’s Base Salary (unless such reduction is for Cause) and any material adverse change in Executive’s benefits (other than changes that affect other management Executives of the Company to the same or comparable extent);

v. Change of Location. Any relocation of the premises at which Executive works to a location more than fifty (50) miles from such location, without Executive’s consent.

b. Without Good Reason. The Executive may voluntarily terminate the Executive’s employment with the Company at any time by giving the Company One Hundred and Eighty Days (180) prior written notice of the termination. The Executive shall be paid Employee’s base salary through the last day worked, paid time off (PTO) accrued per policy but not taken, such amounts to be paid in a lump sum within sixty (60) days of the Executive’s termination. The Companies shall have no further obligations toward Employee.

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6. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated by the Company and if terminated for other than for cause, death or disability; or the Executive leaves Voluntarily the Company will compensate by paying the Executive’s base salary plus the equivalent of The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) for eligible benefits to the Executive for the period of the Non-Competition up to twelve (12) months or until such time as the Executive secures other employment; and shall be payable in substantially equal installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes.

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Section IV. Restrictive Covenants

Confidential Information” shall mean any intellectual property, information, or trade secrets (whether or not specifically labeled or identified as “confidential” or “private”), in any form or medium, that is disclosed to, or developed or learned by, the Executive, and that relates to the business plan, underwriting, products, services, research, or development of or by the Company or its Subsidiaries, suppliers, distributors, customers, investors, partners, and/or other business associates, and that has not become publicly known. Confidential Information includes, but is not limited to, the following:

a. Internal business information (including but not limited to information relating to strategy, staffing, financial data, training, marketing, promotional and sales plans and practices, costs, bidding activities and strategies, rate and pricing structures, and accounting and business methods);

b. Identities of, negotiations with, individual requirements of, specific contractual arrangements with, and information about, the Company’s or its Subsidiaries’ suppliers, distributors, customers, investors, partners and/or other business associates, their contact information, and their confidential information;

c. Compilations of data and analyses, underwriting process and parameters, material processes, technical data, specific program information, trade or industrial practices, computer programs, formulae, systems, research, records, reports, manuals, documentation, customer and supplier lists, data and databases relating thereto, and technology and methodology regarding specific projects; and

d. Intellectual Property not generally available to the public, or published by the Company or its Subsidiaries. “Intellectual Property,” or “IP,” shall mean (1) inventions or devices, whether patentable or not; (2) original works of authorship produced by or on behalf of the Company or its Subsidiaries; (3) trade secrets; (4) know-how; (5) customer lists and confidential information; and (6) any other intangible property protectable under federal, state or foreign law. Other examples of Intellectual Property include, but are not limited to, patent applications, patents, copyrighted works, technical data, computer software, knowledge of suppliers or business partnerships, documentation, processes, and methods and results of research.

a. The Executive acknowledges and agrees with the representations of the Company that Confidential Information and IP is proprietary and valuable to the Company, and that any disclosure or unauthorized use thereof may cause irreparable harm and loss to the Company. It is further acknowledged by the Executive that if the general public or competitors (now existing or to be created in the future) learn of these ongoing discussions and negotiations with potential investors and of the growth and development of the Company, the Insurance Entity and other Subsidiaries as a result of the Executive’s failure to comply hereunder, irreparable harm and substantial financial loss may occur to the Company’s, the Insurance Entity or other Subsidiary’s viability and future revenues. The Executive acknowledges and agrees that the knowledge and experience the Executive shall acquire by virtue of employment by the Company during the Employment Term is of a special, unique and extraordinary character and that such position allows the Executive access to Confidential Information and Intellectual Property.

b. The Executive acknowledges and agrees that (a) the nature and periods of restrictions imposed by the covenants contained in this Agreement are fair, reasonable and necessary to protect and preserve for the Company and its Subsidiaries their viability and future revenues; (b) the Company or its Subsidiaries would sustain great and irreparable loss and damage if the Executive were to breach any of such covenants set forth herein; (c) the Company and its Subsidiaries intend to conduct business actively in the entire territory that is the subject of this Agreement (as defined below) and beyond; and (d) the covenants herein set forth are made as an inducement to and have been relied upon by the Company in entering into this Agreement. The Executive acknowledges and agrees this Agreement is binding on the Executive’s heirs, executors, successors, administrators, representatives and agents.

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c. The Executive agrees to receive and to treat Confidential Information and the knowledge of IP on a confidential and restricted basis and to undertake the following additional obligation with respect thereto:

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Section V. Miscellaneous

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