AMERICAN PHYSICIANS CAPITAL INC
EXECUTIVE EMPLOYMENT AGREEMENT
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<TYPE>EX-10.25
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<FILENAME>k74285exv10w25.txt
<DESCRIPTION>EXECUTIVE EMPLOYMENT AGREEMENT
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                                                                   Exhibit 10.25

                         EXECUTIVE EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made and entered into between American Physicians
Assurance Corporation, (the Employer or sometimes referred to below as APAC),
its successors, assigns, affiliates, and related companies, and Kevin Clinton
(the Executive), sometimes collectively referred to as the Parties.

         The Employer desires to employ the Executive in accordance with the
terms and conditions of this Agreement and Executive desires to be so employed
by Employer.

         NOW, THEREFORE, in consideration of the following mutual covenants and
promises and other valuable consideration, the receipt and sufficiency of which
is expressly acknowledged, the Parties agree as follows:

         1. EMPLOYMENT. The Employer employs Executive and Executive accepts
such employment, in accordance with the following terms and conditions. This
Agreement supersedes any prior employment agreements between APAC, its present
or former affiliates or subsidiaries, and Executive.

         2. TERM. The term of this Agreement shall commence on date signed and
continue, unless terminated under Paragraph 7, for a term of one (1) year.
Thereafter, it shall renew automatically for an additional one (1) year term
unless replaced, or unless terminated in accordance with paragraph 7, below.

         3. DUTIES AND RESPONSIBILITIES. At the commencement of this Agreement,
Executive is employed by APAC in the position of Executive Vice President and
Chief Operating Officer. Executive is designated senior executive staff status
within APAC. As such, Executives duties may be changed from time to time to
other duties at a comparable level, and APAC may change or amend Executive's
position and titles, but Executive shall at all times remain a member of APAC's
senior executive staff while employed by APAC. In addition to duties, positions,
or titles held with APAC, Executive may be given other such responsibilities for
APAC's affiliate companies as further described in Paragraph 9, below. Executive
will devote his or her best efforts and full working time to the performance of
the duties of Executive's position and will not engage in any other employment
during the term of this agreement.

         4. COMPENSATION AND INCENTIVE COMPENSATION. APAC has previously agreed
to pay Executive an initial annual base salary for the year 2002 of $320,000,
payable in accordance with APAC's normal payroll practices. APAC may in its
discretion grant Executive greater or additional compensation. Without imposing
a legal obligation on itself to grant increases, APAC acknowledges that it shall
review Executive's performance and compensation annually and may in its
discretion award Executive such increases determined to be fair and reasonable
considering Executive's performance and the overall profitability of APAC and
its affiliates, taking into account as appropriate any changes in the cost of
living and in federal and state tax. Under no circumstances shall Executive's
base salary be reduced during the term of this Agreement. Executive will be
eligible to participate in any short-term incentive plan adopted for senior
executive staff. Executive will also be eligible to participate in long-term
incentive plans as a member of senior executive staff.

         5. EMPLOYMENT BENEFITS. During employment, Executive will receive the
same perquisites and fringe benefits afforded to those designated as senior
executive staff, subject to the terms of APAC benefit plans.

         6. BUSINESS EXPENSES. APAC shall pay or reimburse Executive promptly,
upon presentation of appropriate vouchers, for all necessary business travel and
entertainment expenses reasonably incurred by Executive in connection with
APAC's business in accordance with company policy.

         7. TERMINATION AND SEVERANCE PAY. APAC or Executive may otherwise
terminate Executive's employment as provided below. Health benefits will
terminate when employment terminates subject to Executive's legal rights to
continue or convert coverage, and as may further be provided below and in
policies of insurance.




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         (a)      TERMINATION OF EMPLOYMENT WITHOUT SEVERANCE PAY AND BENEFITS

                  (1)      RESIGNATION OF EXECUTIVE. Except as provided in
                           Paragraph 7(b)(2)(b) below, in the event of
                           Executive's resignation Executive's compensation and
                           benefits terminate when employment terminates.

                  (2)      TERMINATION BY APAC WITH CAUSE. If Executive's
                           employment is terminated by APAC for cause as defined
                           below, Executive shall be given written notice of
                           termination, specifying with particularity the basis
                           for termination; and Executive shall not in such case
                           have to be given an opportunity to cure the basis for
                           such cause. Termination will be deemed to be for
                           cause if Executive is dismissed for dishonesty, or
                           for intentional commission of a wrongful or illegal
                           act, or for breach of this Agreement, or failure to
                           perform the duties of Executive's position in a
                           competent and conscientious manner. The Executive's
                           compensation and benefits shall terminate as of the
                           date specified in the written notice.

                  (3)      DEATH OR DISABILITY OF EMPLOYEE. The Executive's
                           employment shall terminate upon the death or
                           disability of Executive. Disability shall mean the
                           inability of Executive to perform duties with APAC on
                           a full-time basis for one hundred eighty (180) days
                           within any period of three hundred sixty-five (365)
                           consecutive days as a result of Executive's
                           incapacity due to physical or mental illness as
                           certified in writing by a physician mutually selected
                           by Executive and APAC acting in accordance with steps
                           required from any relevant insurer. In the event that
                           Executive's employment is terminated by reason of
                           death or disability, Executive's compensation and
                           benefits shall terminate as of the date of
                           Executive's death or certification of disability.
                           Executive will be eligible for life, health, and
                           disability benefits (but not unvested 401(k) or
                           pension) in accordance with the terms of the APAC
                           benefit plans.

         (b)      TERMINATION OF EMPLOYMENT WITH SEVERANCE PAY AND BENEFITS.

                  (1)      If Executive's employment is terminated for any of
                           the reasons stated below in 7(b)(2) as Qualifying
                           Reasons, Executive shall receive severance pay equal
                           to two (2) years of Executive's then current annual
                           base salary plus one and one half (1 1/2) times
                           Executive's short-term cash bonus paid, or if not yet
                           paid, declared by the board, for the prior calendar
                           year's performance. Executive shall also receive
                           $4,000 to be applied toward disability, life or other
                           insurance coverages that will cease upon termination.
                           For a period of twenty-four (24) months after
                           termination, or until benefits of a subsequent
                           employer are available, whichever is sooner, APAC
                           will pay Executive's COBRA premiums, or, after COBRA
                           expires, premiums for comparable health, dental and
                           vision insurance. The benefits provided in accordance
                           with this paragraph shall be secondary to any
                           comparable benefits available to Executive. In
                           addition to the above, APAC shall provide Executive
                           six (6) months outplacement consultation services
                           following termination, up to $15,000. Benefits under
                           this paragraph 7(b)(1) will be capped at the "excess
                           parachute payment" level as defined in Sec. 280G of
                           the Internal Revenue Code [26 USC Sec. 280G].
                           Benefits are due and payable in full upon
                           termination. Payments due to severance shall be
                           conditioned upon Executive signing a release of
                           claims against APAC in the form and content
                           acceptable to APAC or its relevant affiliates.

                  (2)      QUALIFYING REASONS:



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                           (b)      TERMINATION OF EXECUTIVE'S EMPLOYMENT BY
                                    APAC WITHOUT CAUSE. Executive is terminated
                                    without cause, as cause is defined in
                                    Paragraph 7(a)(2), above.

                           (b)      TERMINATION OF EXECUTIVE'S EMPLOYMENT BY
                                    EXECUTIVE. Executive shall have the right to
                                    terminate this Agreement and trigger
                                    benefits under 7(b)(1) upon written notice
                                    to APAC within sixty (60) days following the
                                    occurrence of one or more of the following
                                    events:

                                    i.      This Agreement is nonrenewed. APAC
                                            will provide Executive with thirty
                                            (30) days' written notice of
                                            nonrenewal.

                                    ii.     Executive is not retained as a
                                            member of the APAC senior executive
                                            staff or in a comparable position
                                            with or on behalf of one or more of
                                            APAC's affiliates.

                                    iii.    APAC acts to materially reduce
                                            Executive's duties and
                                            responsibilities. Executive's duties
                                            and responsibilities shall not be
                                            deemed materially reduced solely by
                                            virtue of the fact that APAC is sold
                                            to, or is combined with, another
                                            entity, provided that Executive
                                            shall continue to have substantially
                                            the same duties with respect to the
                                            new or successor entity.

                                    iv.     APAC reduces Executive's then
                                            current annual base salary, contrary
                                            to Paragraph 4, above.

                                    v.      APAC permanently changes the
                                            geographic location of the
                                            performance of Executive's duties to
                                            an area beyond 40 miles from the
                                            Lansing Area headquarters without
                                            Executive's agreement.

         8. SUCCESSORS AND ASSIGNEES. This Agreement is binding upon and will be
enforceable by APAC and by its successors and assignees of all or substantially
all of its business, and any other corporation into which APAC may be merged or
consolidated. This Agreement, and any rights Executive may have to received
payments, may not be assigned or pledged by Executive.

         9. RELATED COMPANIES. Notwithstanding Paragraph 8, above, APAC may
assign Executive to perform services for other companies that are under common
ownership or control with APAC, and may assign this Agreement to other companies
that are under common ownership or control with APAC. Such assignment may be
made without Executive's consent.

         10. CONFIDENTIAL INFORMATION AND TRADE SECRETS. Executive acknowledges
that he or she will be working with or exposed to confidential information and
trade secrets, which are the property of APAC and/or its affiliates. Such
information includes, but is not limited to: client lists and information;
medical data; financial data; sales data; marketing data; policyholder data;
claims data; personnel information; business files; contracts; documents;
business strategies; business opportunities; any and all information pertaining
to potential or actual corporate acquisitions, mergers, consolidations,
conversions, joint ventures, or other similar agreements; computer software,
software codes, and software documentation, and other documents or information
deemed confidential by APAC and so designated to Executive. During and after
employment with APAC, Executive agrees not to share such information with any
person outside of APAC, except upon prior written authorization from APAC
following notice to and approval by its board of directors.

         11. APAC BUSINESS ASSETS. The Parties agree that the business assets of
APAC include information regarding APAC clients, and relationships with APAC
clients, and confidential information and trade secrets of



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APAC, including those items listed in Paragraph 9 above. Executive also agrees
that the work product of Executive produced in the course of employment with
APAC will be the property of APAC and/or its affiliates. Executive agrees that
APAC and/or its affiliates shall own the copyright, patent, and other property
rights in such work product, and that this work product will be work made for
hire for copyright purposes. Upon termination of employment, Executive shall
deliver to APAC all work product, and all confidential information and trade
secrets (including but not limited to the items listed in Paragraph 10), and
Executive shall not retain any copies. If there is any breach or threatened
breach by Executive of the provisions of this paragraph or Paragraph 10, APAC
shall be entitled to injunctive relief against Executive or those persons or
entities with whom Executive is then affiliated, and to reasonable damages,
including reasonable attorneys fees. Such reasonable damages shall include at a
minimum but not exclusively the amount of any benefit which Executive would
receive from disclosing or using the information.

         12. EMPLOYMENT LIMITATION. Executive agrees that for a period of one
(1) year after termination of employment with APAC, Executive will not directly
or indirectly solicit business from or sell any service or product to any
clients of APAC or clients of its affiliates for any types of insurance or other
services or products which are offered by or through APAC or its affiliates.
Clients include current insureds and any persons or entity insured or serviced
for a fee by APAC or its affiliates during the one-year period preceding
termination of Executive's employment. Executive also agrees that for a period
of six (6) months after termination of employment with APAC, Executive will not
accept employment in a similar job capacity with any entity which has a services
contract with APAC or with a company APAC owns or manages, or had such a
relationship with within the six (6) months preceding termination employment.
Executive also expressly agrees that for a period of two (2) years after
termination of employment with APAC, Executive will not directly or indirectly
induce, attempt to induce, or enable or support the inducement of any employee
to depart from or cease employment with APAC or its affiliates, nor will
Executive interfere with or disrupt APAC's or its affiliates relationships with
other employees. If there is any breach or threatened breach of this paragraph,
APAC and its affiliates shall be entitled to injunctive relief against Executive
or those persons or entities with whom Executives is then affiliated, and
reasonable damages, including reasonable attorneys fees.


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         13. ARBITRATION OF DISPUTES. Employee and APAC agree that any
employment-related dispute between them will be submitted for resolution by
arbitration, rather than by litigation. Employee waives the right to submit any
discrimination claims or other employment-related claims in a court proceeding,
and elects instead to submit any such claims to arbitration. This agreement to
resolve disputes through arbitration is not a waiver of any of Employee's
substantive rights or remedies under law, and the arbitrator shall have the
authority to grant any remedy or relief that could be granted in a court
proceeding. The arbitration will be conducted in accordance with the American
Arbitration Associations National Rules for the Resolution of Employment
Disputes. If Employee initiates an arbitration proceeding, APAC will reimburse
Employee for one-half of the initial filing fee. The arbitrator shall also have
the authority to award reimbursement of fees and expenses as part of the remedy,
in accordance with applicable law. Employee and APAC agree that judgment upon
the award rendered by the arbitrator may be entered in any court having proper
jurisdiction.

         14. RESOLUTION OF DISPUTES. This Agreement will be governed by and
interpreted in accordance with the laws of the State of Michigan.

         15. ENTIRE AGREEMENT, ETC. This written contract is the entire
Employment Agreement between the parties, and it supersedes all prior
negotiations, employment interviews, communications, and understandings between
the Parties. There are no other Employment Agreements between the Parties. This
Agreement may only be changed by a written agreement signed by APAC's Chief
Executive Officer, and approved by its Board of Directors. If one or more of the
provisions of this Agreement are held to be unenforceable, the remainder of the
Agreement shall be effective.




                           Dated this 13th day of May, 2002.

EXECUTIVE
                                           AMERICAN PHYSICIANS
                                          ASSURANCE CORPORATION

/s/ R. Kevin Clinton                       /s/William B. Cheeseman
----------------------------              --------------------------------------
R. Kevin Clinton                          President and Chief Executive Officer




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