BROWN & BROWN, INC.
THIS EMPLOYMENT AGREEMENT, dated June 1, 2010 (this “ Agreement ”), is made and entered into by and between
BROWN & BROWN, INC., a Florida corporation (the “ Company ”) and KEN KIRK resident of the State of ARIZONA (the “
1. Definitions . “ Company ” means Brown & Brown, Inc. as well as any successor entity formed by merger or acquisition,
including any company that may acquire a majority of the stock of Brown & Brown, Inc. and, with respect to Sections 8, 9 and
10 hereof, also means its subsidiaries, affiliated companies and any company operated or managed by the Company as of the
time this Agreement is entered into, and as of the time the Agreement is terminated. With respect to Section 9 hereof, “
Employee ” also means any company or business in which Employee has an equity interest or a controlling or managing
2. Employment . The Company hereby employs or continues to employ Employee upon the terms and conditions set forth
in this Agreement.
3. Term . The term of the Agreement shall be continuous until terminated by either party, except that termination shall be
subject to the provisions of Section 7 , below.
4. Extent of Duties . Employee shall work full time for the Company and shall also perform such duties as specified from
time to time by the Company. During the term of Employee’s employment under this Agreement, Employee shall not, directly or
indirectly, engage in the insurance business in any of its phases, either as a broker, agent, solicitor, consultant or participant, in
any manner or in any firm or corporation engaged in the business of insurance or reinsurance, except for the account of the
Company or as directed by the Company. Unless otherwise agreed, Employee shall devote all of Employee’s productive time to
duties outlined in this Section 4 and shall not engage in any other gainful employment without written consent of the Company.
5. Compensation .
(a) If Employee is a Producer, then