8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1, 2016 (January 26, 2016)

STEWART INFORMATION SERVICES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-02658	74-1677330
(State or other jurisdiction or incorporation or organization)	Commission File Number:	(I.R.S. Employer Identification No.)

1980 Post Oak Blvd., Houston, Texas	77056
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s telephone number, including area code): 713-625-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

Settlement Agreement and General Release

On January 27, 2016, Stewart Information Services Corporation (the “Company”) entered into a Settlement Agreement and General Release with each of Mr. Malcolm S. Morris (“Mr. Morris”), Mrs. Rebecca Ann Morris (“Mrs. Morris”), and Mr. Stewart Morris, Jr., as Trustee of The Malcolm S. Morris Investment Trust (the “Trust”).

The Company and Mr. Morris previously entered into a Split Dollar Agreement, as most recently amended and restated on June 22, 2007 (the “Split Dollar Agreement”), pursuant to which the Company provides a death benefit which is payable to the Trust, which was established by Mr. Morris for the benefit of his family members. During last several years several differences have arisen concerning the level of coverage provided under the Split Dollar Agreement and the payment of certain insurance premiums. Following extensive negotiations with Mr. Morris, the Company and Mr. Morris have agreed to resolve these differences by either (i) paying $1,980,000 to Mr. Morris, which would settle all potential claims associated with this matter and/or Mr. Morris’ employment with the Company, and $10,000 to each of Mrs. Morris and the Trust to settle all potential claims associated with the insurance coverage provided to Mr. Morris by the Company, or (ii) having the Company (A) purchase an insurance policy from an affiliate of Mr. Morris, (B) adopt a new death benefit plan to provide additional life insurance coverage with respect to Mr. Morris, (C) make additional contributions to the acquired insurance policy to increase its funding level, and (D) pay $10,000 to each of Mr. Morris, Mrs. Morris and the Trust, which would settle all potential claims associated with this matter and/or Mr. Morris’ employment with the Company, provided that the total amount paid by the Company shall not exceed $2,000,000.

The description of the Settlement Agreement and General Release contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the Settlement Agreement and General Release, a copy of which is filed herewith as Exhibit 10.1, which is incorporated herein by this reference.

Insurance Agreement

On February 1, 2016, the Company entered into an Insurance Agreement with each of Messrs. Stewart Morris, Jr. (“Mr. Morris, Jr.”) and Maco Fowlkes (“Mr. Fowlkes”), as Trustee of The 2000 Stewart Morris Jr. and Melissa Joy Birdsong Morris Investment Trust, dated September 1, 2000 (the “SMJ Trust”).

The Company and Mr. Morris, Jr. previously entered into a Split Dollar Agreement, as most recently amended and restated on June 22, 2007 (the “SMJ Split Dollar Agreement”), pursuant to which the Company provides a death benefit which is payable to the SMJ Trust which was established by Mr. Morris, Jr. for the benefit of his family members. Mr. Morris, Jr. has asked the Company to permit him to revise the death benefit payable under the SMJ Split Dollar Agreement to provide a benefit payable to his spouse if he predeceases her, which would replace some or all of the benefit that is payable to his heirs upon the death of both Mr. Morris, Jr. and his spouse. The Company has agreed to permit Mr. Morris, Jr. to make this change to his insurance coverage, provided that the annual expense of maintaining such coverage does not increase by more than $25,000 per year. In addition, the Company has agreed that Mr. Morris, Jr. and Mr. Fowlkes may propose changes to the SMJ Split Dollar Agreement and the associated insurance policy held by the SMJ Trust which would change the form of insurance coverage and/or the beneficiaries of that coverage, provided that the total annual expense of maintaining such coverage does not increase by more than $25,000 per year. If Mr. Morris, Jr. and Mr. Fowlkes make either of those changes to the SMJ Split Dollar Agreement and the insurance coverage provided pursuant to such agreement, Mr. Morris, Jr. has agreed to release any and all potential claims associated with his employment with the Company.

The description of the Insurance Agreement contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the Insurance Agreement, a copy of which is filed herewith as Exhibit 10.2, which is incorporated herein by this reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 26, 2016, the Company entered into employment agreements, effective January 1, 2017, with each of Messrs. Morris, Jr. and Morris in their capacities as the Company’s non-operational executives (collectively, the “Agreements” and, each, an “Agreement”). The material terms of the Agreements are summarized below:

Term:

The term of each Agreement is three (3) years, effective January 1, 2017.

Compensation and Benefits:

Pursuant to the terms of their respective Agreements, Messrs. Morris, Jr. and Morris are entitled to receive annual salaries of not less than $164,000 per year, subject to increase if the compensation paid to members of the Board of Directors of the Company (the “Board”) increases in future years, plus customary vacation, medical, dental and life insurance benefits and reimbursement of certain qualified business expenses by the Company.

Payments Upon Qualifying Termination:

Pursuant to the terms of their respective Agreements, Messrs. Morris, Jr. and Morris are entitled to receive certain benefits upon the termination of their employment under certain circumstances. In the event of the Company’s termination of their employment upon death during the term, Messrs. Morris Jr. and Morris are each entitled to receive as payment to their estates (A) any portion of their then-current salary in effect accrued as of the Date of Termination (as defined in the Agreements) but unpaid, (B) reimbursement of certain qualified business expenses by the Company and (C) any unused paid vacation accrued as of the Date of Termination (the “Accrued Amounts”). In the event of (i) the Company’s termination of their employment for “Cause” (as defined in the Agreements) during the term, (ii) their voluntary termination of employment during the term, or (iii) the Company’s termination of their employment upon Permanent Disability (as defined in the Agreements) during the term, the Company’s obligation to Mr. Morris, Jr. and Mr. Morris shall be limited solely to the payment of the Accrued Amounts.

The Agreements also include non-competition and non-solicitation covenants by Messrs. Morris, Jr. and Morris for a twelve (12)-month period following termination of their employment with the Company for any reason.

The Agreements will terminate, and be null and void, if either (i) each of the transactions contemplated by that certain Exchange Agreement, dated as of January 26, 2016, does not occur prior to December 31, 2016, or (ii) the employment of Mr. Morris, Jr., or Mr. Morris, as applicable, terminates prior to January 1, 2017.

The descriptions of the Agreements contained in this Current Report on Form 8-K are qualified in their entirety by reference to the complete text of the Agreements, copies of which are filed herewith as Exhibits 10.3 and 10.4, respectively, which are incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Settlement Agreement and General Release dated January 27, 2016, by and between Malcolm S. Morris, Rebecca Ann Morris, Stewart Morris, Jr., as Trustee of The Malcolm S. Morris Investment Trust, and Stewart Information Services Corporation
10.2	Insurance Agreement, effective February 1, 2016, by and between Stewart Morris, Jr., Maco Fowlkes, as Trustee of The 2000 Stewart Morris Jr. and Melissa Joy Birdsong Morris Investment Trust dated September 1, 2000, and Stewart Information Services Corporation
10.3	Employment Agreement, effective January 1, 2017, by and between Stewart Information Services Corporation and Stewart Morris, Jr.
10.4	Employment Agreement, effective January 1, 2017, by and between Stewart Information Services Corporation and Malcolm S. Morris

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: February 1, 2016	STEWART INFORMATION SERVICES CORPORATION
	By:	/s/ J. Allen Berryman
	Name:	J. Allen Berryman
	Title:	Chief Financial Officer, Executive Vice President, Secretary and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Settlement Agreement and General Release, dated January 27, 2016, by and between Malcolm S. Morris, Rebecca Ann Morris, Stewart Morris Jr., as Trustee of The Malcolm S. Morris Investment Trust, and Stewart Information Services Corporation
10.2	Insurance Agreement, effective February 1, 2016, by and between Stewart Morris, Jr., Maco Fowlkes, as Trustee of The 2000 Stewart Morris Jr. and Melissa Joy Birdsong Morris Investment Trust dated September 1, 2000, and Stewart Information Services Corporation
10.3	Employment Agreement, effective January 1, 2017, by and between Stewart Information Services Corporation and Stewart Morris, Jr.
10.4	Employment Agreement, effective January 1, 2017, by and between Stewart Information Services Corporation and Malcolm S. Morris

EX-10.1

Exhibit 10.1

EXECUTION COPY

SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Settlement Agreement and General Release (the “Agreement”) is made and entered into by and between Malcolm S. Morris (“Mr. Morris”), Rebecca Ann Morris (“Mrs. Morris”), Stewart Morris Jr., as Trustee of The Malcolm S. Morris Investment Trust (the “Trust”), and Stewart Information Services Corporation (the “Corporation”) (collectively “the Parties”).

WHEREAS, Mr. Morris and the Corporation are parties to a Split Dollar Agreement, as most recently amended and restated on June 22, 2007 (the “Split Dollar Agreement”);

WHEREAS, the terms of the Split Dollar Agreement require the Corporation to (i) pay insurance premiums with respect to one or more life insurance policies, which policies are owned by the Trust and are subject to a collateral assignment to the Corporation to secure certain repayments rights from the Trust to the Corporation, and (ii) to fund the policies in the amount necessary to cause such policies to remain in effect with the stated death benefit amount under such policies;

WHEREAS, during the period between June 28, 2007 and November 5, 2012, the Trust owned a life insurance policy issued by American General Life Insurance Company (Policy Number VL1017119V) which provided “second-to-die” life insurance based on the lives of Mr. Morris and Mrs. Morris and had a death benefit equal to $10,000,000 (the “2007 Policy”), which policy was subject to the Split Dollar Agreement and subject to a separate collateral assignment from the Trust to the Corporation;

WHEREAS, on November 5, 2012, the Trust exchanged the 2007 Policy for a new life insurance policy, also issued by American General Life Insurance Company (Policy Number A70023768L), which had a face amount equal to $1,400,000 (“2012 Replacement Policy”), which policy is subject to the Split Dollar Agreement and a separate collateral assignment from the Trust to the Corporation;

WHEREAS, the Parties agree that the Corporation has previously paid $1,353,248 in insurance premiums under the terms of the Split Dollar Agreement, including a contribution of $220,747 in contributed gains from the surrender of one or more prior policies, which amount will be paid from the Trust to the Corporation at such time as any death benefit is paid on insurance policy or policies that are then subject to the terms of such agreement are surrendered;

WHEREAS, Mr. Morris, Mrs. Morris and the Trustee believe that the Corporation has a legal obligation to provide second-to-die life insurance coverage upon the lives of Mr. and Mrs. Morris, payable to the Trust, with a death benefit equal to $10,000,000 and Mr. Morris has made demand upon the Corporation to reimburse him for the cost of maintaining an insurance policy to provide such coverage;

WHEREAS, on November 6, 2012, The Morris 2012 Childrens Trust (the “2012 Trust”) purchased a second-to-die insurance policy (Policy Number UM0058985L) on the lives of Mr. and Mrs. Morris with a death benefit equal to $10,000,000 (the “Personal Policy”), to provide the insurance coverage not provided after the exchange of the 2007 Policy for the 2012 Policy and Mr. Morris has made demand upon the Corporation to pay all past, current and future premiums on the Personal Policy;

WHEREAS, the Corporation has disputed any claim that it is obligated to provide life insurance coverage on the lives of Mr. and Mrs. Morris, whether payable to the Trust or any other party, other than insurance coverage required under the terms of the Split Dollar Agreement as funded by the 2012 Replacement Policy;

WHEREAS, the Corporation has agreed to acquire the Personal Policy from the 2012 Trust at a price to be determined by the Corporation and Mr. Morris, and the Corporation and Mr. Morris shall use their best efforts to effectuate such purchase;

WHEREAS, if the Corporation acquires the Personal Policy, the Corporation and Mr. Morris also will entered into the Malcolm S. Morris 2016 Insurance Agreement (the “2016 Agreement”), pursuant to which the Corporation will provide life insurance coverage to Mr. Morris in an initial amount equal to $8,300,000, subject to certain future reductions in coverage amount, the obligation under which shall be satisfied by a portion of the proceeds from the Personal Policy; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged, the Parties agree as follows:

1. SETTLEMENT OF INSURANCE DISPUTE. The Parties (a) agree and ratify the terms of the Split Dollar Agreement, as amended, but agree that it is solely applicable with respect to the 2012 Replacement Policy (currently $1,700,000), (b) agree that, as of January 1, 2016, the amount owed to the Company under the Split Dollar Agreement is $1,353,248, which amount may change in the future based on any payments made on the 2012 Replacement Policy and/or changes in its value, (c) agree that the terms of the Split Dollar Agreement cannot be modified without the consent of both Mr. Morris and the Corporation, (d) agree that the 2012 Replacement Policy is subject to a collateral assignment agreement and cannot be modified without the Corporation’s written consent, (e) agree that the 2012 Replacement Policy represents the only form of death benefit (other than (i) the standard life insurance benefits and welfare benefits provided to non-executive employees of the Corporation, and (ii) life insurance benefits provided under the 2012 Agreement), insurance benefit or other deferred compensation payment (other than amounts payable under the terms of the Salary Deferred Compensation Agreement between Mr. Morris and the Corporation originally dated March 10, 1986 (the “Deferred Compensation Agreement”)) payable to any of Mr. Morris, Mrs. Morris or the Trust, and (f) agree that, except as expressly stated in this Agreement, the Corporation has no obligations with respect to the Personal Policy. Furthermore, the Parties agree (x) that irrespective of any past reporting practices, the Corporation shall report the tax benefits associated with the 2012 Replacement Policy and the Split Dollar Agreement in accordance with applicable split dollar regulations applicable to non-grandfathered split dollar arrangements; (y) that in the event Mr. Morris is still an SEC reporting executive and/or a Director of the Corporation at any time when the Corporation is required to pay an annual premium on the 2012 Replacement Policy under the terms of the Split Dollar Agreement, then notwithstanding the provisions of the Split Dollar Agreement, the Corporation may pay as compensation to Mr. Morris an amount equal to such premium in lieu of direct payment of the premium, along with an amount necessary to account

for the income tax aspects of such payment, so that Mr. Morris nets (after income tax) an amount equal to the premium, and none of the parties shall have any claim against the Corporation for this departure from the requirements otherwise contained in such Split Dollar Agreement; and (z) the Corporation shall report any imputed income to Mr. Morris arising from the 2016 Agreement in accordance with applicable tax regulations applicable to employer provided life insurance arrangements. If the Corporation makes a payment to Mr. Morris pursuant to clause (ii) of the preceding sentence, and if Mr. Morris does not contribute such amount to the Trust for use to fund the required premium payment, then Mr. Morris, Mrs. Morris and the Trustee hereby agree that the Corporation shall not be liable for any damages which result from any resulting lapse of the 2012 Replacement Policy. In addition, if Mr. Morris and/or the Trustee thereafter permit the Replacement Policy to lapse, Mr. Morris and the Trustee each hereby acknowledge and agree that the Corporation would be harmed by that action and the Corporation would have a claim for all of its corresponding losses against each of Mr. Morris and the Trustee. Except as provided in this Paragraph, none of the Parties is making claim to any obligation to provide insurance, or to amend, alter or supplement the Split Dollar Agreement.

2. SETTLEMENT PAYMENT. In consideration for the agreements and releases Mr. Morris, Mrs. Morris and the Trustee have made in this Agreement, the Corporation promises to pay to Mr. Morris the sum of Ten Thousand and No/100 Dollars ($10,000), Mrs. Morris the sum of Ten Thousand and No/100 Dollars ($10,000), and the Trustee the sum of Ten Thousand and No/100 Dollars($10,000) (the “Settlement Payment”), made payable to Mr. Morris, Mrs. Morris and the Trustee, as applicable, within eight (8) days following after the expiration of the thirty (30) day period designated in Section 13 below. The Corporation shall issue any and all required tax statements with respect to such payments.

3. RELEASE OF THE CORPORATION BY MR. MORRIS, MRS. MORRIS AND THE TRUST. In consideration for the Settlement Payment and the other promises the Corporation has made in this Agreement, (i) Mr. Morris, Mrs. Morris, and the Trustee, each for himself, herself or as Trustee of the Trust, and for all and each of his/her and the Trust’s assigns, agents, attorneys, representatives, spouse, heirs, executors and administrators, does covenant not to sue, and does fully release and forever discharge the Corporation, and all and each of its respective current, predecessor and successor firms, parents, subsidiaries, and affiliated companies, and all and each of their present and former owners, officers, directors, principals, managers, members, partners, shareholders, employees, insurers, plan administrators, fiduciaries of benefit plans, attorneys and agents, and all and each of their respective assigns, agents and representatives (hereinafter referred to as the “the Corporation Releasees”), of and from any and all actions, causes of actions, liabilities, suits, debts, sums of money, accounts, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, under contract, tort or quasi-contract, state or federal, at law or in equity, whether based on federal, state or local statute, common law, or any other source, whether known or unknown, asserted or unasserted, suspected or unsuspected, which have been or could have been asserted with respect to the provision of life insurance benefits to the Trust. This waiver, release and discharge includes, but is not limited to: (a) claims based on any express or implied contract, promissory estoppel, or other agreement or representation or theory of liability, which may have been alleged to exist between any of Mr. Morris, Mrs. Morris, or the Trust and the Corporation Releasees, regarding the provision of life insurance benefits payable to Mr. Morris, Mrs. Morris or the Trust, any claims that the Corporation violated the terms of the Split

Dollar Agreement or any similar agreement with Mr. Morris, Mrs. Morris or the Trust, or Mr. Morris’ employment; (b) claims arising under federal, state, or local laws regarding employment or prohibiting employment discrimination such as, without limitation, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, Section 1981 of the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Health Insurance and Portability Accountability Act of 1996 (“HIPAA”), the Genetic Information Non-Discrimination Act, the Americans with Disabilities Act Amendments Act (“ADAAA”), the Texas Labor Code, the Texas Payday Law, and any similar federal, state or local laws and regulations; (c) claims for personal injury, harm, or other damages (whether intentional or unintentional including, without limitation, negligence, defamation, misrepresentation, fraud, intentional or negligent infliction of emotional distress and/or mental anguish, assault, battery, invasion of privacy, negligent hiring, training, supervision and retention, tortious interference with contract, detrimental reliance, promissory estoppel, and other such claims); (d) claims for wages or any other compensation; and (e) claims for benefits including, without limitation, those arising under the Employee Retirement Income Security Act. Each of Mr. Morris, Mrs. Morris and the Trust agree not to file or become a party to a lawsuit to assert any such claims released by this Agreement. If any of Mr. Morris, Mrs. Morris or the Trust breaches this Agreement by suing any of the Corporation Releasees, each of Mr. Morris, Mrs. Morris and the Trust understand that the Corporation Releasees will be able to apply for and receive an injunction to restrain any violation of this Section 2 and agrees that Mr. Morris, Mrs. Morris or the Trust, as applicable, will be required to pay the Corporation Releasees’ legal costs and expenses, including reasonable attorneys’ fees, associated with defending against such lawsuit and enforcing this Agreement.

Nothing in this Agreement shall be construed to restrict or prevent Mr. Morris, Mrs. Morris or the Trustee from filing a charge or claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission, the National Labor Relations Board (“NLRB”), Securities and Exchange Commission (“SEC”), or any other local, state or federal administrative agency or from participating in an investigation conducted by such administrative agency. This Agreement does not impose any condition precedent, any penalty or any other limitation adversely affecting the right to file a charge or complaint, including a challenge to the validity of this Agreement, with the EEOC, NLRB, SEC or any other federal, state or local agency, or to participate in any investigation or proceeding conducted by the EEOC, NLRB, SEC or other federal, state or local agency. However, Mr. Morris, Mrs. Morris and the Trustee understand and recognize that even if a charge is filed by any of them or on their behalf with an administrative agency, they will not be entitled to any damages relating to any event which occurred prior to their execution of this Agreement.

4. ADEA WAIVER AND ACKNOWLEDGEMENTS AND MANNER OF GIVING NOTICE UNDER THIS AGREEMENT. Mr. Morris, Mrs. Morris and the Trustee acknowledge and agree that, by signing this Agreement, they are waiving any and all rights or claims, if any, under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and the Older Workers Benefit Protection Act (“OWBPA”), which are based on matters occurring before signing this Agreement. Mr. Morris, Mrs. Morris and the Trustee further acknowledge and agree that:

(a) The release is part of an agreement between the Parties that is written in a manner calculated to be understood by Mr. Morris, Mrs. Morris and the Trustee and that they in fact each understand the terms, conditions and effect of this Agreement;

(b) This Agreement refers to rights or claims arising under the ADEA and OWBPA;

(c) Mr. Morris, Mrs. Morris and the Trustee do not waive rights or claims under the ADEA or OWBPA that may arise after the date this Agreement is executed;

(d) In return for signing this Agreement, Mr. Morris, Mrs. Morris and the Trustee will receive consideration beyond that to which they were already entitled to receive before signing this Agreement;

(e) Mr. Morris, Mrs. Morris and the Trustee are advised to consult with an attorney before signing this Agreement and have done so to the extent of their choosing;

(f) Nothing in this Agreement prevents or precludes a challenge or seeking a determination in good faith of the validity of this waiver under the ADEA or OWBPA, nor does it impose any condition precedent or penalty for doing so, unless specifically authorized by federal law;

(g) Mr. Morris, Mrs. Morris and the Trustee have twenty-one (21) days to review and consider and sign this Agreement, but they need not take the entire period if not desired; and

(h) NOTICE: Notice of acceptance or decline of this Agreement by Mr. Morris, Mrs. Morris and the Trustee should be made to Chairman, Board of Directors at 1980 Post Oak Blvd., 8^th Floor Houston, Texas 77056. Mr. Morris, Mrs. Morris and the Trustee have seven (7) days following the date of signing the Agreement in which to revoke the Agreement in writing by providing a notice of revocation as stated above. All notices should be given in person or through a mail delivery service that provides a receipt of delivery. This Agreement will not be effective or enforceable until this seven (7) day period has expired. If this Agreement is revoked by one or more of Mr. Morris, Mrs. Morris or the Trustee, as permitted by this Section 4(i), this Agreement shall be void ab initio and the Parties agree that statement herein shall be used as evidence or recited as fact by any person whether or not a party hereto.

5. TAXES. Each of Mr. Morris, Mrs. Morris and the Trustee on behalf of the Trust agrees that they are solely responsible for all taxes owed, if any, with respect to the Settlement Payment, and they each agree to indemnify and hold harmless the Corporation for any taxes or tax penalties for which the Parties may be liable regarding the payments made to or for any of Mr. Morris, Mrs. Morris or the Trustee, on behalf of the Trust, under this Agreement. Mr. Morris, Mrs. Morris and the Trustee each acknowledge that the Corporation and its counsel have not made any representations to him or her regarding his or her tax liability, if any, for the payments described in this Agreement, or related in any manner to the agreements provided for herein.

6. CONFIDENTIALITY. Each of Mr. Morris, Mrs. Morris and the Trustee agrees that the negotiations leading to this Agreement, the amount of the Settlement Payment, and the terms of this Agreement (collectively, “Confidential Settlement Information”) will be forever treated as confidential, and that confidentiality is a material term of this Agreement. To any inquiries about a dispute between the Parties, each of Mr. Morris, Mrs. Morris and the Trustee will respond only that the matter has been resolved. Each of Mr. Morris, Mrs. Morris and the Trustee will not disclose Confidential Settlement Information to anyone at any time, except Mr. Morris and the Trustee may disclose the terms of this Agreement to their accountants, attorneys and tax advisors on the condition that they agree to be bound by the confidentiality obligations herein. In the event any of Mr. Morris, Mrs. Morris or the Trustee are served with a demand or compulsory process requiring the disclosure of this Agreement, or any of its terms, he or his attorney will provide the Corporation, or its counsel, with written notice of such demand or compulsory process as soon as possible and in all events within five (5) business days of its receipt. Thereafter, the Corporation will be permitted to take any action necessary to prevent the disclosure of such information or to obtain a protective order or other relief. Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit Mr. Morris from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the Company of any reporting described in clause (i).

7. NON-ADMISSION OF LIABILITY. The Parties enter into this Agreement expressly disavowing fault, liability and wrongdoing, liability at all times having been denied.

8. NO ORAL MODIFICATION. This Agreement may not be modified orally.

9. NO ORAL WAIVER. No breach of any provision hereof can be waived by any of the Parties unless such waiver is in writing. Waiver of any one breach by one of the Parties will not be deemed to be a waiver of any other breach of the same or any other provision hereof.

10. VOLUNTARY AGREEMENT. Each of the Parties has been represented or has been given the opportunity to be represented by counsel of his/its choice in connection with the negotiation and execution of this Agreement. The Parties acknowledge that this Agreement is written in a manner calculated to be understood by them, and in fact the Parties do understand the terms, conditions and effect of this Agreement. Each of the Parties has relied solely upon his/its own judgment, belief and knowledge, and/or the advice and recommendation of his/its own independently selected counsel, concerning the nature, extent and duration of his/its rights and claims, and that he/it has not been influenced to any extent whatsoever in executing this document by any representations or statements except those expressly contained or referred to herein. Each of the Parties executes this Agreement voluntarily and of his/her/its own free will, without coercion or duress to do so.

11. GOVERNING LAW. This Agreement will be governed by the substantive laws of the State of Texas without regard to conflicts of law principles. Any dispute under this Agreement shall be filed in the courts of Harris County, Texas and the Parties waive all objections to such forum or venue, except if such other forum is required by applicable law.

12. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter covered by this Agreement. Except as set forth herein, nothing in this Agreement is intended to limit the rights of Mr. Morris or the Trustee under the terms of the Split Dollar Agreement (as described in this Agreement) or the rights of Mr. Morris under (i) the terms of the Deferred Compensation Agreement (under which the Company has previously satisfied, and will continue to satisfy, its payment obligations), (ii) any of the Company’s welfare benefit plans, including the Company’s life insurance plan for employees, (iii) the 2016 Agreement, (iv) the Employment Agreement between Mr. Morris and the Company dated February 21, 2013 or (iv) the Employment Agreement between Mr. Morris and the Company dated January 26, 2016, effective January 1, 2017.

13. ALTERNATIVE PAYMENT. Mr. Morris and the Corporation shall use commercially reasonable efforts to reach agreement regarding the terms and conditions of, and all of the documentation with respect to, each of (i) the Corporation’s purchase of the Personal Policy from Mr. Morris or the 2012 Trust, as applicable, and (ii) the 2016 Agreement, within thirty (30) days of the date of this Agreement. If Mr. Morris and the Corporation do not reach agreement regarding terms, conditions and documentation of the transactions described in the preceding sentence, the Corporation shall be permitted to tender to Mr. Morris the amount of $1,980,000 in full settlement of all of his claims, as described in this Agreement, which amount shall replace the payment of Ten Thousand and No/100 Dollars ($10,000) that otherwise would be to Mr. Morris under this Agreement’s terms, as provided in Section 2 above. If the Corporation elects to make the increased cash settlement payment to Mr. Morris, as described in this Section 13, it shall not be obligated to (x) purchase the Personal Policy, (y) establish the 2016 Agreement, or (z) pay any insurance benefits with respect to the 2016 Agreement. Any amounts paid pursuant to this Section shall be paid at the time that amounts are payable under Section 2 above.

14. PARAGRAPH HEADINGS. The paragraph headings in this Agreement are for convenience and reference only and shall not be otherwise considered in the interpretation hereof.

15. EXECUTION; EFFECTIVE DATE. This Agreement may be executed in counterparts, each of which will be deemed an original and shall be deemed duly executed upon the signing of the counterparts by the Parties and shall be effective on such date.

Dated: January 26, 2016	/s/ Malcolm S. Morris
	MALCOLM S. MORRIS
Dated: January 26, 2016	/s/ Rebecca Ann Morris
	REBECCA ANN MORRIS

	THE MALCOLM MORRIS INVESTMENT TRUST
Dated: January 27, 2016	By:	/s/ Stewart Morris, Jr., Trustee
		Stewart Morris, Jr. Trustee
Dated: January 27, 2016	STEWART INFORMATION SERVICES CORPORATION
	By:	/s/ John Killea
		John Killea
	Its:	Chief Legal Officer

EX-10.2

Exhibit 10.2

EXECUTION COPY

INSURANCE AGREEMENT

This Insurance Agreement (the “Agreement”) is made and entered into by and between Stewart Morris, Jr. (“Mr. Morris”), Maco Fowlkes, as Trustee of The 2000 Stewart Morris Jr. and Melissa Joy Birdsong Morris Investment Trust dated September 1, 2000 (the “Trust”), and Stewart Information Services Corporation (the “Corporation”) (collectively “the Parties”).

WHEREAS, Mr. Morris and the Corporation are parties to a Split Dollar Agreement, as most recently amended and restated on August 24, 2007 (the “Split Dollar Agreement”);

WHEREAS, the terms of the Split Dollar Agreement require the Corporation to pay insurance premiums with respect to one or more life insurance policies, which policies are owned by the Trust and are subject to a collateral assignment to the Corporation to secure certain repayments rights from the Trust to the Corporation;

WHEREAS, the terms of the Split Dollar Agreement require the Corporation to fund the policies in the amount necessary to cause such policies (i) to remain in effect, and (ii) to maintain the stated death benefit amount under such policies;

WHEREAS, on August 24, 2007, the Trust acquired a life insurance policy issued by American General Life Insurance Company (Policy Number VL1018013V) which provides “second to die” life insurance based on the lives of Mr. Morris and Melissa Joy Birdsong Morris (“Mrs. Morris”) and has a death benefit equal to $10,000,000 (the “2007 Policy”), which policy was subject to the Split Dollar Agreement and subject to a separate collateral assignment from the Trust to the Corporation;

WHEREAS, the Parties agree that the Corporation has previously paid $951,026 in insurance premiums under the terms of the Split Dollar Agreement, including a contribution of $161,535 in contributed gains from the surrender of one or more prior policies, which amount will be paid from the Trust to the Corporation at such time as any death benefit is paid on insurance policy or policies that are then subject to the terms of such agreement;

WHEREAS, Mr. Morris and the Trustee desire to change the terms and conditions of the life insurance benefits provided under the Split Dollar Agreement by exchanging the 2007 Policy for one or more new insurance policies on the life or Mr. Morris and/or Mr. Morris and Mrs. Morris (individually or collectively, the “Replacement Policy”), or modifying the 2007 Policy, which may include a reduction in the total life insurance benefit to be provided under the Split Dollar Agreement;

WHEREAS, the Corporation has agreed to consent to an exchange by the Trustee of the 2007 Policy for the Replacement Policy, provided that the total annual cost of maintaining insurance coverage under the Replacement Policy may not be not more than $25,000 greater than the total annual cost of maintaining insurance coverage under the terms of the 2007 Policy;

WHEREAS, the Corporation has agreed that Mr. Morris and the Trustee may propose an alternate transaction which modifies the terms of the Split Dollar Agreement and the 2007 Policy, and which may include the acquisition by the Trust of one or more new life insurance policies on the life of Mr. Morris or Mr. and Mrs. Morris, provided that the total annual cost of maintaining insurance coverage under the 2007 Policy and any new insurance policies may not be more than $25,000 greater than the total annual cost of maintaining insurance coverage under the terms of the 2007 Policy;

WHEREAS, as a condition to the Corporation’s approval of any future change in the life insurance coverage provided under the Split Dollar Agreement, Mr. Morris has agreed to execute a release of any and all employment-related claims he may have against the Corporation, which release will be executed and effective at the time such future change occurs;

WHEREAS, the Parties have each determined independently, and after consultation with their respective counsel, that it is desirable and beneficial to execute this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged, the Parties agree as follows:

1. AGREEMENT REGARDING POLICY EXCHANGE. The Parties to this Agreement hereby agree to the following.

(a) Mr. Morris and the Trust may elect to make no changes to the 2007 Policy. In such instance, the terms of the Split Dollar Agreement and the 2007 Policy shall not be changed by this Agreement.

(b) Mr. Morris and The Trust may propose to the Corporation that the Trust may exchange the 2007 Policy for the Replacement Policy (which, for the avoidance of doubt, may be one or more new life insurance policies on the life of Mr. Morris or both Mr. Morris and Mrs. Morris), provided that the following conditions are satisfied: (i) the Corporation shall be provided with a funding projection which identifies the period of time that the 2007 Policy will remain in force without any additional payments of insurance premiums by the Corporation or the Trust; (ii) the Corporation shall be provided with a funding projection which identifies the period of time that the 2007 Policy would remain in force if (x) an amount equal to $25,000 is deducted from the policy’s cash value on each policy anniversary date, and (y) there are no additional premium payments by the Corporation or the Trust; (iii) the Corporation shall be provided with a funding projection which identifies the period of time that the Replacement Policy would remain in force without any additional payments of insurance premiums by the Corporation or the Trust; and (iv) at such time as all of the cash value of the Replacement Policy has been expended, the annual expense to the Corporation to maintain the Replacement Policy shall be projected to not exceed the current expense (determined based on the assumptions in clause (ii) above) by more than $25,000 per year.

(c) Mr. Morris and the Trust may propose changes to the 2007 Policy and the Split Dollar Agreement which revise the form of insurance coverage and/or the beneficiaries of such coverage (including, but not limited to modifications to reduce the death benefit amount payable to the Trust under the 2007 Policy and/or the acquisition by the Trust of a new insurance policy or policies on the life of Mr. Morris or both Mr. and Mrs. Morris). Any proposal under this Section 1(c) shall be subject to good faith negotiation by the Parties provided, however, that

(i) such proposal shall not require the current expenditure of any additional funds by the Corporation, and (ii) the estimated annual insurance expense under such proposal may not exceed the estimated cost of continuing to maintain the 2007 Policy, as calculated in Section 1(b)(ii), by more than $25,000 per year. The Parties hereby agree that the terms of any proposal may include a future modification to the terms of the 2007 Policy and that the effective date of such modification may be on or after the date that the Trust will not incur a material expense (such as any surrender cost or penalty) as a result of the modification. Any proposal made by Mr. Morris and the Trust under this Section 1(c) shall be subject to negotiation with the Corporation and approval by both Parties of the terms and conditions of (i) the proposed transaction, and (ii) any documentation required to implement the transaction.

(d) As a condition to any change in the terms of the Split Dollar Agreement; any change in the 2007 Policy, including any exchange, modification or termination of such policy; or any acquisition by the Trust of new insurance coverage on the life of Mr. Morris which is funded by the cash value of the 2007 Policy, Mr. Morris shall execute a written release of any and all claims he has against the Corporation, the terms of which release are attached hereto as Exhibit A. Any release executed pursuant to this Section 1(d) shall include any and all claims incurred up to the date such release is executed.

(e) The Parties hereby agree that (i) the Corporation shall have the right to review and approve the yield, mortality, actuarial and all other assumptions (the “Actuarial Assumptions”) used by Mr. Morris and the Trust to prepare any proposals under this Section 1, and engage a separate insurance agent or advisor to review and approve the Actuarial Assumptions, (ii) any Actuarial Assumptions contained in any one projection prepared by Mr. Morris and the Trustee shall be applied consistently to all such projections prepared pursuant to this Section 1, and (iii) any Actuarial Assumptions must be reasonable and consistent with all applicable actuarial rules and insurance underwriting standards. In addition, the financial health of the issuer of any new insurance must be comparable to the financial health of the issuer of the 2007 Policy.

(f) As a condition to any exchange, modification, cancellation or other form of change with respect to the 2007 Policy pursuant to this Section 1, and any change to the terms of the Split Dollar Agreement, the Company shall receive full consent and releases to the terms of this Agreement and the structure of any such exchange, modification, cancellation or other change, which signed by the Trustee and each adult current, remainder or contingent remainder beneficiary of the Trust, on his or her own behalf and by virtual representation of his or her minor children (if applicable) and any unborn or undetermined beneficiaries of such Trust.

(g) Mr. Morris and the Trustee may propose a transaction under Section 1(b) or 1(c) at any time up until June 30, 2016, which proposal shall include draft copies of any documentation that the Corporation would be asked to execute in connection with such transaction. The Corporation shall have not less than thirty (30) days to review the terms of any transaction proposed under this Agreement. Notwithstanding any provision of this Agreement, any transaction entered into pursuant to Section 1(b) or 1(c) above shall be completed not later than August 31, 2016.

2. AGREEMENT REGARDING REPORTING AND FUNDING. The Parties agree (i) that irrespective of any past reporting practices, the Corporation shall report the tax benefits associated with the 2007 Policy, the Replacement Policy and the Split Dollar Agreement

in accordance with applicable split dollar regulations applicable to non-grandfathered split dollar arrangements, and (ii) that in the event Mr. Morris is still an SEC reporting executive and/or a Director of the Corporation at any time when the Corporation is required to pay an annual premium on the 2007 Policy or the Replacement Policy under the terms of the Split Dollar Agreement, then notwithstanding the provisions of the Split Dollar Agreement, the Corporation may pay as compensation to Mr. Morris an amount equal to such premium in lieu of direct payment of the premium, along with an amount necessary to account for the income tax aspects of such payment, so that Mr. Morris nets (after income tax) an amount equal to the premium, and none of the parties shall have any claim against the Corporation for this departure from the requirements otherwise contained in such Split Dollar Agreement. If the Corporation makes a payment to Mr. Morris pursuant to the preceding sentence, and if Mr. Morris does not contribute such amount to the Trust for use to fund the required premium payment, then Mr. Morris and the Trustee hereby agree that the Corporation shall not be liable for any damages which result from any resulting lapse of the 2007 Policy or the Replacement Policy. In addition, if Mr. Morris and/or the Trustee thereafter permit the 2007 or the Replacement Policy (as applicable) to lapse, Mr. Morris and the Trustee each hereby acknowledge and agree that the Corporation would be harmed by that action and the Corporation would have a claim for all of its corresponding losses against each of Mr. Morris and the Trustee.

3. ADDITIONAL INSURANCE. Except as expressly provided in the Split Dollar Agreement, the Corporation does not have any obligation to provide any other form of insurance coverage to Mr. Morris (other than the standard life insurance benefits and welfare benefits provided to non-executive employees of the Corporation) and none of the Parties is making claim to any obligation to provide insurance, or to amend, alter or supplement the Split Dollar Agreement.

4. CONFIDENTIALITY. Mr. Morris agrees that the negotiations leading to this Agreement, the terms of this Agreement and any future negotiations pursuant to this Agreement (collectively, “Confidential Information”) will be forever treated as confidential, and that confidentiality is a material term of this Agreement. To any inquiries about this Agreement, Mr. Morris will decline to provide a response. Mr. Morris will not disclose Confidential Information to anyone at any time, except Mr. Morris may disclose the terms of this Agreement to his accountants, attorneys and tax advisors on the condition that they agree to be bound by the confidentiality obligations herein. In the event Mr. Morris is served with a demand or compulsory process requiring the disclosure of this Agreement, or any of its terms, he or his attorney will provide the Corporation, or its counsel, with written notice of such demand or compulsory process as soon as possible and in all events within five (5) business days of its receipt. Thereafter, the Corporation will be permitted to take any action necessary to prevent the disclosure of such information or to obtain a protective order or other relief. Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit Mr. Morris from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the Corporation of any reporting described in clause (i).

5. NON-ADMISSION OF LIABILITY. The Parties enter into this Agreement expressly disavowing fault, liability and wrongdoing, liability at all times having been denied.

6. NO ORAL MODIFICATION. This Agreement may not be modified orally.

7. NO ORAL WAIVER. No breach of any provision hereof can be waived by any of the Parties unless such waiver is in writing. Waiver of any one breach by one of the Parties will not be deemed to be a waiver of any other breach of the same or any other provision hereof.

8. VOLUNTARY AGREEMENT. Each of the Parties has been represented or has been given the opportunity to be represented by counsel of his/its choice in connection with the negotiation and execution of this Agreement. The Parties acknowledge that this Agreement is written in a manner calculated to be understood by them, and in fact the Parties do understand the terms, conditions and effect of this Agreement. Each of the Parties has relied solely upon his/its own judgment, belief and knowledge, and/or the advice and recommendation of his/its own independently selected counsel, concerning the nature, extent and duration of his/its rights and claims, and that he/it has not been influenced to any extent whatsoever in executing this document by any representations or statements except those expressly contained or referred to herein. Each of the Parties executes this Agreement voluntarily and of his/her/its own free will, without coercion or duress to do so.

9. GOVERNING LAW. This Agreement will be governed by the substantive laws of the State of Texas without regard to conflicts of law principles. Any dispute under this Agreement shall be filed in the courts of Harris County, Texas and the Parties waive all objections to such forum or venue, except if such other forum is required by applicable law.

10. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter covered by this Agreement. Except as set forth herein, nothing in this Agreement is intended to limit the rights of Mr. Morris or the Trustee under the terms of the Split Dollar Agreement (as described in this Agreement) or the rights of Mr. Morris under the terms of the Deferred Compensation Agreement, any company welfare benefit plan, including the Corporation’s life insurance plan for employees, or the Employment Agreement between Mr. Morris and the Corporation dated February 21, 2013 or the Employment Agreement between Mr. Morris and the Corporation dated January 26, 2016, effective January 1, 2017.

11. PARAGRAPH HEADINGS. The paragraph headings in this Agreement are for convenience and reference only and shall not be otherwise considered in the interpretation hereof.

12. EXECUTION; EFFECTIVE DATE. This Agreement may be executed in counterparts, each of which will be deemed an original and shall be deemed duly executed upon the signing of the counterparts by the Parties and shall be effective on such date.

Dated: February 1, 2016	/s/ Stewart Morris, Jr.
	STEWART MORRIS, JR.

	THE STEWART MORRIS JR. AND MELISSA JOY BIRDSONG MORRIS INVESTMENT TRUST
Dated: February 1, 2016	By:	/s/ Maco Fowlkes
		Maco Fowlkes, Trustee

	STEWART INFORMATION SERVICES CORPORATION
Dated: February 1, 2016	By:	/s/ John Killea
		John Killea
	Its:	Chief Legal Officer

Exhibit A

Sample Release Language

Any future agreement between Mr. Morris and the Corporation shall include the following provisions regarding the release by Mr. Morris of claims against the Corporation.

Section         . RELEASE OF THE CORPORATION BY MR. MORRIS. In consideration for the agreements contained in Item             above and the other promises the Corporation has made in this Agreement, (i) Mr. Morris, for himself and for all and each of his assigns, agents, attorneys, representatives, spouse, heirs, executors and administrators, does covenant not to sue, and does fully release and forever discharge the Corporation, and all and each of its respective current, predecessor and successor firms, parents, subsidiaries, and affiliated companies, and all and each of their present and former owners, officers, directors, principals, managers, members, partners, shareholders, employees, insurers, plan administrators, fiduciaries of benefit plans, attorneys and agents, and all and each of their respective assigns, agents and representatives (hereinafter referred to as the “the Corporation Releasees”), of and from any and all actions, causes of actions, liabilities, suits, debts, sums of money, accounts, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, claims and demands whatsoever, under contract, tort or quasi-contract, state or federal, at law or in equity, whether based on federal, state or local statute, common law, or any other source, whether known or unknown, asserted or unasserted, suspected or unsuspected, which have been or could have been asserted with respect to the provision of life insurance benefits to the Trust or Mr. Morris’ employment. This waiver, release and discharge includes, but is not limited to: (a) claims based on any express or implied contract, promissory estoppel, or other agreement or representation or theory of liability, which may have been alleged to exist between any of Mr. Morris and the Corporation Releasees, regarding the provision of life insurance benefits payable to Mr. Morris; (b) claims arising under federal, state, or local laws regarding employment or prohibiting employment discrimination such as, without limitation, Title VII of the Civil Rights Act of 1964, the Equal Pay Act, Section 1981 of the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Health Insurance and Portability Accountability Act of 1996 (“HIPAA”), the Genetic Information Non-Discrimination Act, the Americans with Disabilities Act Amendments Act (“ADAAA”), the Texas Labor Code, the Texas Payday Law, and any similar federal, state or local laws and regulations; (c) claims for personal injury, harm, or other damages (whether intentional or unintentional including, without limitation, negligence, defamation, misrepresentation, fraud, intentional or negligent infliction of emotional distress and/or mental anguish, assault, battery, invasion of privacy, negligent hiring, training, supervision and retention, tortious interference with contract, detrimental reliance, promissory estoppel, and other such claims); (d) claims for wages or any other compensation, and (e) claims for benefits including, without limitation, those arising under the Employee Retirement Income Security Act. Mr. Morris agrees not to file or become a party to a lawsuit to assert any such claims released by this Agreement. If Mr. Morris breaches this Agreement by suing any of the Corporation Releasees, Mr. Morris understands that the Corporation Releasees will be able to apply for and receive an injunction to restrain any violation of this Section          and agrees that Mr. Morris will

be required to pay the Corporation Releasees’ legal costs and expenses, including reasonable attorneys’ fees, associated with defending against such lawsuit and enforcing this Agreement.

Nothing in this Agreement shall be construed to restrict or prevent Mr. Morris from filing a charge or claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission, the National Labor Relations Board (“NLRB”), Securities and Exchange Commission (“SEC”), or any other local, state or federal administrative agency or from participating in an investigation conducted by such administrative agency. This Agreement does not impose any condition precedent, any penalty or any other limitation adversely affecting the right to file a charge or complaint, including a challenge to the validity of this Agreement, with the EEOC, NLRB, SEC or any other federal, state or local agency, or to participate in any investigation or proceeding conducted by the EEOC, NLRB, SEC or other federal, state or local agency. However, Mr. Morris understands and recognizes that even if a charge is filed by him or on his behalf with an administrative agency, he will not be entitled to any damages relating to any event which occurred prior to his execution of this Agreement.

Section         . ADEA WAIVER AND ACKNOWLEDGEMENTS AND MANNER OF GIVING NOTICE UNDER THIS AGREEMENT. Mr. Morris acknowledges and agrees that, by signing this Agreement, he is waiving any and all rights or claims, if any, under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and the Older Workers Benefit Protection Act (“OWBPA”), which are based on matters occurring before signing this Agreement. Mr. Morris further acknowledges and agrees that:

(a) The release is part of an agreement between the Parties that is written in a manner calculated to be understood by Mr. Morris and that he in fact understands the terms, conditions and effect of this Agreement;

(b) This Agreement refers to rights or claims arising under the ADEA and OWBPA;

(c) Mr. Morris does not waive rights or claims under the ADEA or OWBPA that may arise after the date this Agreement is executed;

(d) In return for signing this Agreement, Mr. Morris will receive consideration beyond that to which he was already entitled to receive before signing this Agreement;

(f) Mr. Morris is advised to consult with an attorney before signing this Agreement and has done so to the extent of his choosing;

(g) Nothing in this Agreement prevents or precludes a challenge or seeking a determination in good faith of the validity of this waiver under the ADEA or OWBPA, nor does it impose any condition precedent or penalty for doing so, unless specifically authorized by federal law;

(h) Mr. Morris has twenty-one (21) days to review and consider and sign this Agreement, but he need not take the entire period if not desired; and

(i) NOTICE: Notice of acceptance or decline of this Agreement by Mr. Morris should be made to Chairman, Board of Directors at 1980 Post Oak Blvd., 8^th Floor Houston, Texas 77056. Mr. Morris has seven (7) days following the date of signing the Agreement in which to revoke the Agreement in writing by providing a notice of revocation as stated above. All notices should be given in person or through a mail delivery service that provides a receipt of delivery. This Agreement will not be effective or enforceable until this seven (7) day period has expired.

EX-10.3

Exhibit 10.3

EXECUTION COPY

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 1, 2017 (the “Effective Date”), by and between Stewart Information Services Corp. (the “Company”), and Stewart Morris, Jr. (“Mr. Morris”).

The parties agree as follows:

1. Employment, Duties and Acceptance.

1.1 Term of Employment by the Company. The Company hereby agrees to employ Mr. Morris for a term commencing on the Effective Date and expiring on December 31, 2019 unless earlier terminated as provided in Section 4. In the event Mr. Morris is not a duly elected member of the Company’s Board of Directors (the “Board”), this Agreement shall continue unless otherwise terminated in accordance herewith.

1.2 Duties. During the Term, Mr. Morris shall, as an employee of the Company, serve on the Board, so long as Mr. Morris is duly elected to the Board. In addition, Mr. Morris shall perform such advisory services for the Company with such non-operational duties and responsibilities as may be assigned by the Chief Executive Officer (“CEO”) of the Company, which Mr. Morris will make reasonable efforts to perform.

1.2.1 Fiduciary Duty. Mr. Morris acknowledges and agrees that he owes a fiduciary duty to the Company and further agrees to make full disclosure to the Company of all business opportunities pertaining to the Company’s business and shall not act for his own benefit concerning the subject matter of his fiduciary relationship.

1.2.2 Compliance. Mr. Morris agrees that he will not take any action intentionally in violation of United States laws or other laws applicable to his employment, including, but not limited to the Securities Exchange Act of 1934.

1.3 Acceptance of Employment. Mr. Morris hereby accepts such employment and shall render the services and perform the duties described above and will conduct such duties in a non-operational capacity.

2. Compensation and Other Benefits.

2.1 Annual Salary. The Company shall pay to Mr. Morris an annual salary at a rate of One Hundred Sixty Four Thousand Dollars ($164,000) per year (the “Annual Salary”). The Annual Salary shall be payable in accordance with the payroll policies of the Company as from time to time in effect, but in no event less frequently than twice each month, less such deductions as shall be required to be withheld by applicable law and regulations and less any voluntary deductions. Following each annual shareholder’s meeting the Compensation Committee of the Board shall review the average board compensation paid to all outside directors excluding the Chairman. If such amount increases from the amount paid during the prior fiscal year, then the amount paid to Mr. Morris under this Agreement shall be increased, on a prospective basis only, by an equivalent amount, as determined in good faith by the Compensation Committee.

2.2 Vacation Policy. Mr. Morris shall be entitled to four (4) weeks of paid vacation during each calendar year of the Term which shall accrue in accordance with Company policy. Days spent for board meetings or charitable work will not be counted toward vacation time.

2.3 Participation in Employee Benefit Plans. The Company agrees to permit Mr. Morris during the Term to participate in any group health plan, life insurance plan, disability insurance plan, qualified retirement plan, or other so called “fringe benefits” of the Company (collectively, “Benefits”), under the same terms and conditions as apply to other employees of the Company. Mr. Morris shall cooperate with the Company in applying for such coverage, including submitting to a physical exam and providing all relevant health and personal data. The Company shall not make any changes in any plans or arrangements provided pursuant to this Section 2.3 which would adversely affect Mr. Morris’s right to benefits thereunder unless such changes occur pursuant to a program applicable to other employees of the Company and which does not result in a proportionally greater reduction in the rights and benefits him.

2.4 General Business Expenses. The Company shall pay or reimburse Mr. Morris for all business expenses reasonably and necessarily incurred by him during the Term in his performance of services as requested by the CEO under this Agreement. Such payment shall be made upon presentation of such documentation as the Company customarily requires prior to making such payments or reimbursements.

2.5 Office Space and Clerical Support. During the period commencing on the Effective Date and ending on the day Mr. Morris ceases to be an employee of the Company, Mr. Morris will be provided with office space and parking at one of the Company’s office buildings within the Houston metropolitan area, which location shall be reasonably acceptable to Mr. Morris. Mr. Morris also will be provided with administrative support from a personal assistant with respect to (i) services provided under this Agreement, (ii) service on various boards, (iii) community service, and (iv) charitable activities, provided that such services and activities are not determined by the Company’s CEO to be detrimental to, or competitive with the Company’s business. During any period in which Malcolm S. Morris also is a non-operational executive of the Company, this personal assistant shall be shared with Malcolm S. Morris. In addition, Mr. Morris shall have reasonable and limited use of reception and office personnel who otherwise provide services at the location where Mr. Morris’ office is located.

3. Confidentiality and Company Property; Non-Competition and Non-Solicitation.

3.1 Covenants of Mr. Morris. Mr. Morris acknowledges that (i) the Company is currently engaged in the Company Business; (ii) the Company will give Mr. Morris access to trade secrets of, and Confidential Information concerning, the Company in connection with Mr. Morris’s work for the Company; and (iii) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of the Company. For purposes of this Section, the term “Company Business” means the business of providing real estate support services, including, without limitation, title insurance, real estate information services, escrow services and related transaction services.

3.2 Covenants Independent. The covenants of Mr. Morris contained in this Section 3 will be construed as independent of any other provision in this Agreement; and the existence of any claim or cause of action by Mr. Morris against the Company will not constitute a defense to the enforcement by the Company of said covenants. Mr. Morris has been advised to consult with counsel in order to be informed in all respects concerning the reasonableness and propriety of this Section 3 and its provisions with the specific regard to the nature of the business conducted by the Company. Mr. Morris acknowledges that this Section 3 and its provisions are reasonable in all respects.

3.3 Confidentiality. Mr. Morris acknowledges that the Company has a legitimate and continuing proprietary interest in the protection of its Confidential Information and that it has invested substantial sums and will continue to invest substantial sums to develop, maintain and protect Confidential Information. The Company agrees to provide Mr. Morris access to Confidential Information in conjunction with Mr. Morris’s duties. In exchange, as an independent covenant, unless Mr. Morris has obtained the prior written consent of the Company, Mr. Morris agrees not to make any unauthorized use, publication, or disclosure, during or subsequent to Mr. Morris’s employment by the Company, of any Confidential Information generated or acquired by Mr. Morris during the course of Mr. Morris’s employment, except to the extent that the disclosure of such Confidential Information is necessary to fulfill Mr. Morris’s responsibilities as an employee of the Company. Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit Mr. Morris from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the Company of any reporting described in clause (i). For purposes of this Agreement, the term “Confidential Information” means confidential or proprietary information of the Company and its affiliates, including, without limitation, information of a technical and business nature regarding the past, current or anticipated business of the Company and its affiliates that may encompass financial information, financial figures, trade secrets, customer lists, details of client or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans, employee information, organizational charts, new personnel acquisition plans, technical processes, inventions and research projects, ideas, discoveries, inventions, improvements, writings and other works of authorship.

3.4 Company Property. All memoranda, notes, lists, records, and other documents or papers (and all copies thereof) relating to the Company and its affiliates, including such items stored in computer memories, microfiche or by any other means, made or compiled by or on behalf of Mr. Morris in connection with Mr. Morris’s employment, or made available to Mr. Morris shall be the property of the Company, and shall be delivered to the Company promptly upon the termination of Mr. Morris’s employment with the Company or at any other time upon the Company’s request; provided, however, that Mr. Morris’s address books, diaries, non-Company files, subject to review by the Company’s CEO, and chronological correspondence files and rolodex files (including digital formats) shall be deemed to be property of Mr. Morris (except to the extent any of the foregoing contain Confidential Information).

3.5 Original Material. Mr. Morris agrees that any inventions, discoveries, improvements, ideas, concepts or original works of authorship relating directly to the Company Business, including without limitation information of a technical or business nature such as ideas, discoveries, inventions, trade secrets, know-how, writings and other works of authorship, computer programs, financial figures, marketing plans, customer lists and data, business plans or methods and the like, which relate in any manner to the actual or anticipated business or the actual or anticipated areas of business of the Company and its divisions and affiliates, whether or not protectable by patent or copyright, that have been originated, developed or reduced to practice by Mr. Morris alone or jointly with others and relating to the business of the Company (including each of its subsidiaries and affiliates) during Mr. Morris’s employment with the Company shall be the property of and belong exclusively to the Company. Mr. Morris shall promptly and fully disclose to the Company the origination or development by Mr. Morris of any such material and shall provide the Company with any information that it may reasonably request about such material. Either during or subsequent to Mr. Morris’s employment, upon the request and at the expense of the Company or its nominee, and for no remuneration in addition to that due Mr. Morris pursuant to Mr. Morris’s employment by the Company, but at no expense to Mr. Morris, Mr. Morris agrees to execute, acknowledge, and deliver to the Company or its attorneys any and all instruments which, in the judgment of the Company or its attorneys, may be necessary or desirable to secure or maintain for the benefit of the Company adequate patent, copyright, and other property rights in the United States and foreign countries with respect to any such inventions, improvements, ideas, concepts, or original works of authorship embraced within this Agreement.

3.6 Non-Competition during Employment. Mr. Morris agrees that during his employment with the Company he will not compete with the Company by engaging in the Company Business or in the conception, design, development, production, marketing, or servicing of any product or service that is substantially similar to the products or services which the Company provides, and that he will not work for (in any capacity), assist, or became affiliated with as an owner, partner, or otherwise, either directly or indirectly, any individual or business which engages in the Company Business or offers or performs services, or offers or provides products substantially similar to the services and products provided by the Company, provided, however, he may invest in title agencies that do business with the Company.

3.7 Conflicts of Interest. Mr. Morris agrees that during his employment with the Company he will not engage, either directly or indirectly, in any activity which might adversely affect the Company or its affiliates or pose a conflict of interest. Mr. Morris further agrees to disclose to the Company any other facts of which Mr. Morris becomes aware which might in Mr. Morris’s good faith judgment reasonably be expected to involve or give rise to a conflict of Interest or potential conflict of interest.

3.8 Non-Competition. In consideration of the Company’s promise to provide Mr. Morris with the Confidential Information, Mr. Morris hereby agrees that during the 12-month period immediately following the Date of Termination (the “Restricted Period”) Mr. Morris shall not in the United States directly or indirectly (i) engage in as principal, consultant, or employee in any segment of a business of a company, partnership, firm or other entity that is one of the top five title insurance underwriters in the United States, as determined by annual gross revenues from title insurance underwriting (a “Designated Competitor”), or (ii) hold an interest (except as a holder of less than a 5% interest in a publicly traded entity) in a company, partnership, firm or other entity that directly or indirectly that is a Designated Competitor.

3.9 Non-Solicitation of Customers. Mr. Morris will refrain during the Restricted Period from, directly or indirectly, diverting, taking, soliciting and/or accepting on Mr. Morris’s own behalf or on the behalf of another person or entity competing with the Company, the business of any past or present customer of the Company, its divisions and/or affiliates, or any identified prospective or potential customer of the Company, its divisions and/or affiliates, whose identity became known to Mr. Morris through Mr. Morris’s employment by the Company if such action would have a material financial impact on the Company.

3.10 Non-Solicitation of Employees of the Company and its Affiliates. Mr. Morris will refrain during the Restricted Period from, directly or indirectly, inducing or attempting to influence any employee of the Company, its divisions and/or affiliates or any person who was employed by the Company, its divisions and/or affiliates in the twelve (12) months immediately preceding the Termination Date to terminate their employment with the Company, its divisions and/or affiliates or to become employed or engaged in work for another employer or entity.

3.11 Rights and Remedies Upon Breach. If Mr. Morris breaches any of the provisions contained in this Section 3 (the “Restrictive Covenants”), the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity, including, without limitation, recovery of money damages and termination of this Agreement:

3.11.1 Specific Performance. The right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company.

3.11.2 Accounting. The right and remedy to require Mr. Morris to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Mr. Morris as the result of any action constituting a breach of the Restrictive Covenants.

3.11.3 Tolling of Restrictive Periods. If Mr. Morris violates any of the restrictions contained in this Section 3, the Restrictive Period shall be suspended and will not run in favor of Mr. Morris until such time as Mr. Morris cures the violation to the satisfaction of the Company.

3.11.4 Remedies for Violation of Non-Competition or Confidentiality Provisions. Mr. Morris acknowledges and agrees that: (i) the skills, experience and contacts of Mr. Morris are of a special, unique, unusual and extraordinary character which give them a peculiar value; (ii) because of the business of the Company, the restrictions agreed to by Mr. Morris as to time and area contained in this Section 3 are reasonable; and (iii) the injury suffered by the Company by a violation of Section 3 will be difficult to calculate in damages in an action at law and damages cannot fully compensate the Company for any violation of any obligation or covenant in Section 3. Mr. Morris’s compliance with Section 3 is a condition precedent to the Company’s obligation to make payments of any nature to Mr. Morris.

3.11.5 Materiality and Conditionality of Section 3. The covenants contained in this Section 3 are material to this Agreement. Mr. Morris’s agreement to strictly comply with Section 3 is a precondition for Mr. Morris’s receipt of payments of any nature under this Agreement. Whether or not Section 3 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court or other constituted legal authority of competent jurisdiction, upon any violation of this Section 3 or any portion thereof, or upon a finding that a violation would have occurred if such Section 3 or any portion thereof were enforceable, Mr. Morris and the Company agree that the Company shall have no obligation to make any further payments to Mr. Morris under this Agreement.

3.12 Severability, Modification of Covenants. The Restrictive Covenants shall survive the termination or expiration of this Agreement, and in the event any of the Restrictive Covenants shall be held by any court to be effective in any particular area or jurisdiction only if said Restrictive Covenant is modified to be limited in its duration or scope, then, at the sole option of the Company, the provisions of Section 3.12 may be deemed to have been triggered, and the rights, liabilities and obligations set forth therein shall apply. In the event Company does not elect to trigger application of Section 3.12, then the court shall have such authority to so reform the covenants and the parties hereto shall consider such covenants and/or other provisions of this Section 3 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of such court and, as to all other jurisdictions, the covenants contained herein shall remain in full force and effect as originally written. Should any court hold that the covenants in this Section 3 are void and otherwise unenforceable in a particular area or jurisdiction, then notwithstanding the foregoing provisions of this Section 3.13, the provisions of Section 3.12 shall be applicable and the rights, liabilities and obligations of the parties set forth therein shall apply. Alternatively, at the sole option of the Company, the Company may consider such covenants to be amended and modified so as to eliminate therefrom the particular area or jurisdictions as to which such covenants are so held void or otherwise unenforceable and, as to all other areas and jurisdictions covered herein, the covenants contained herein shall remain in full force and effect as originally written.

4. Termination.

4.1 Date of Termination. As used in this Agreement, “Date of Termination” means (i) if Mr. Morris’s employment is terminated by the Company for Cause, the date of receipt of the notice of termination or any later date specified therein within ninety (90) days of such notice, as the case may be; (ii) if Mr. Morris’s employment is terminated by him pursuant to Section 4.4, the effective date of such termination pursuant to Section 4.4; (iii) if Mr. Morris’s employment is terminated by reason of death, the date of his death; (iv) if Mr. Morris’s employment is terminated by the Company due to Permanent Disability, the date ninety (90) days after the Company’s written notice to Mr. Morris; or (v) the termination date of the Agreement as set forth in Section 1.1.

4.2 Termination Upon Death. If Mr. Morris dies during the Term, this Agreement shall terminate; provided, however, that in any such event, the Company shall pay to his estate (i) any portion of the Annual Salary accrued as of the Date of Termination but unpaid; (ii) any expenses with respect to which Mr. Morris is entitled to reimbursement pursuant to this Agreement and (iii) any unused paid vacation accrued as of the Date of Termination, which shall be paid in a lump sum within thirty (30) days of the Date of Termination (collectively, the “Accrued Amounts”). The Company shall have no obligation to make any payments with respect to Mr. Morris for periods that would have occurred after the Date of Termination.

4.3 Termination with Cause. The Company has the right, at any time during the Term, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate Mr. Morris’s employment under this Agreement and discharge him with Cause. If such right is exercised, the Company’s obligation to Mr. Morris shall be limited solely to the payment of the Accrued Amounts (at the same time and in the same manner as set forth in Section 4.2). The Company shall have no obligation to make any payments with respect to Mr. Morris for periods that would have occurred after the Date of Termination.

4.3.1 Definition of Cause. As used in this Agreement, the term “Cause” shall mean, in the good faith determination of the Board, any: (A) willful failure to substantially perform duties with the Company (other than by reason of Permanent Disability), after a written demand for substantial performance is delivered to Mr. Morris that specifically identifies the manner in which the Company believes that Mr. Morris has not substantially performed such duties, and Mr. Morris has failed to remedy the situation within thirty (30) days of such written notice from the Company; (B) Gross negligence in the performance of his duties; (C) Conviction of, or plea of guilty to any felony or any crime involving moral turpitude or the personal enrichment of Mr. Morris at the substantive expense of the Company; (D) Willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, including without limitation Mr. Morris’s breach of fiduciary duties owed to the Company; (E) Willful violation of any material provision of the Company’s Code of Business Conduct and Ethics; (F) Willful violation of any of the material covenants contained in Section 3, as applicable; (G) Act of dishonesty resulting in or intending to result in personal gain at the expense of the Company; or (H) Engaging in any material act that is intended or may be reasonably expected to harm the reputation, business prospects, or operations of the Company.

4.3.2 Notice to Cure. Mr. Morris may not be terminated for Cause unless and until there has been delivered to him written notice from the Board supplying the particulars of his acts or omissions that the Board believes constitute Cause and a reasonable period of time (not less than thirty (30) days) has been given to Mr. Morris after such notice to cure the same.

4.4 Voluntary Termination. Mr. Morris has the right, at any time during the Term, subject to all of the provisions hereof, exercisable by serving notice of at least ninety (90) days, effective on or after the date of service of such notice as specified therein, to voluntarily terminate his employment under this Agreement. The provisions of Section 3 remain in full force and effect upon Voluntary Termination. If Mr. Morris elects to voluntarily terminate his employment, the Company’s obligation to Mr. Morris shall be limited solely to the payment of the Accrued Amounts (at the same time and in the same manner as set forth in Section 4.2).

4.5 Termination upon Permanent Disability. If during the Term Mr. Morris suffers a Permanent Disability, the Company may, by written notice to Mr. Morris, terminate his employment hereunder. Upon the Company’s termination of Mr. Morris’s employment by reason of his Disability, the Company’s obligation to Mr. Morris shall be limited solely to the payment of the Accrued Amounts (at the same time and in the same manner as set forth in Section 4.2). The Company shall have no obligation to make any payments with respect to Mr. Morris for periods that would have occurred after the Date of Termination. For purposes of this Agreement, “Permanent Disability” means a physical or mental disability as defined by the Company’s Long-Term Disability Plan, as in effect from time to time, which causes Mr. Morris to be unable to continue to act as a member of the Board or perform his duties as an employee.

4.6 Resignation of Employment and Positions. Upon termination of this Agreement, Mr. Morris shall be deemed to have voluntarily and permanently resigned from (i) any and all positions with the Company other than his position as a duly-elected Director of Company, (ii) each position as an officer or director of any of the Company’s affiliates or subsidiaries, and (iii) unless otherwise to in writing between Mr. Morris and the Company, his employment with the Company. If Mr. Morris wishes to resign as a Director of the Company, he shall do so by first giving a separate written notice to the Company and to the Chairman of the Board of his intent to resign as a Director of the Company.

5. Other Provisions.

5.1 Section 409A.

5.1.1 Separation from Service. Notwithstanding anything to the contrary in this Agreement, with respect to any amounts payable to Mr. Morris under this Agreement in connection with a termination of his employment that would be considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code (hereafter “Code”), in no event shall a termination of employment be considered to have occurred under this Agreement unless such termination constitutes Mr. Morris’s “separation from service” with the Company as such term is defined in Treasury Regulation Section 1.409A-1(h), and any successor provision thereto (“Separation from Service”).

5.1.2 Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, any severance payments payable to Mr. Morris under this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals). However, to the extent any such payments are treated as “non-qualified deferred compensation” subject to Section 409A of the Code, and if Mr. Morris is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which he is entitled under this Agreement is required in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Mr. Morris’s termination benefits shall not be provided to him prior to the earlier of (i) the expiration of the six-month period measured from the date of Mr. Morris’s Separation from Service or (ii) the date of Mr. Morris’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section shall be paid in a lump sum to Mr. Morris (or his estate). The

determination of whether Mr. Morris is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by Company in accordance with the terms of Section 409A of the Code, and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

5.1.3 Section 409A; Separate Payments. This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (i) the gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or (ii) the interest and additional tax set forth within Section 409A(a)(1)(B) of the Code (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii), each payment that Mr. Morris may be eligible to receive under this Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment.

5.1.4 Certain Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if Mr. Morris is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Mr. Morris has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Mr. Morris from the Company and its affiliates will be one dollar ($1.00) less than three times Mr. Morris’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Mr. Morris shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Mr. Morris (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Mr. Morris’s base amount, then he shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.1.4 shall require the Company to be responsible for, or have any liability or obligation with respect to, Mr. Morris’s excise tax liabilities under Section 4999 of the Code.

5.1.5 In-kind Benefits and Reimbursements. Notwithstanding anything to the contrary in this Agreement or in any Company policy with respect to such payments, in-kind benefits and reimbursements provided under this Agreement during any tax year of Mr. Morris shall not affect in-kind benefits or reimbursements to be provided in any other tax year and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Mr. Morris and, if timely submitted, reimbursement payments shall be made to Mr. Morris as soon as administratively practicable following such submission in accordance with the Company’s policies regarding reimbursements, but in no event later than the last day of Mr. Morris’s taxable year following the taxable year in which the expense was incurred. This Section shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to Mr. Morris.

5.1.6 Mitigation. Mr. Morris shall not be required to mitigate damages with respect to the termination of his employment under this Agreement by seeking other employment or otherwise, and there shall be no offset against amounts due Mr. Morris under this Agreement on account of subsequent employment except as specifically provided in this Agreement. Additionally, amounts owed to Mr. Morris under this Agreement shall not be offset by any claims the Company may have against him, and the Company’s obligation to make the payments provided for in this Agreement, and otherwise to perform its obligations hereunder, shall not be affected by any other circumstances, including, without limitation, any counterclaim, recoupment, defense or other right which the Company may have against Mr. Morris or others.

5.2 Indemnification.

5.2.1 General. The Company agrees that if Mr. Morris is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that Mr. Morris is or was a trustee, director or officer of the Company, or any predecessor to the Company (including any sole proprietorship owned by Mr. Morris) or any of their affiliates or is or was serving at the request of the Company, any predecessor to the Company (including any sole proprietorship owned by Mr. Morris), or any of their affiliates as a trustee, director, officer, member, employee or agent of another corporation or a partnership, joint venture, limited liability company, trust or other enterprise, including, without limitation, service with respect to employee benefit plans, whether or not the basis of such Proceeding is alleged action in an official capacity as a trustee, director, officer, member, employee or agent while serving as a trustee, director, officer, member, employee or agent, Mr. Morris shall be indemnified and held harmless by the Company to the fullest extent authorized by Texas or Delaware law, as the same exists or may hereafter be amended, against all Expenses. For purposes of this Section 6, the term “Expenses” shall include any damages, losses, judgments, liabilities, fines, penalties, excise taxes, settlements, and costs, attorneys’ fees, accountants’ fees, and disbursements and costs of attachment or similar bonds, investigations, and any other expenses incurred in establishing a right to indemnification under this Agreement. Expenses incurred or suffered by Mr. Morris in connection therewith, and such indemnification shall continue as to Mr. Morris even if Mr. Morris has ceased to be an officer, director, trustee or agent, or is no longer employed by the Company and shall inure to the benefit of his heirs, executors and administrators.

5.2.2 Enforcement. If a claim or request under this Section 6 is not paid by the Company or on its behalf, within 30 days after a written claim or request has been received by the Company, Mr. Morris may at any time thereafter bring an arbitration claim against the Company to recover the unpaid amount of the claim or request and if successful in whole or in part, Mr. Morris shall be entitled to be paid also the expenses of prosecuting such suit. All obligations for indemnification hereunder shall be subject to, and paid in accordance with, applicable Texas or Delaware law.

5.2.3 Partial Indemnification. If Mr. Morris is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Mr. Morris for the portion of such Expenses to which Mr. Morris is entitled.

5.2.4 Advances of Expenses. Expenses incurred by Mr. Morris in connection with any Proceeding shall be paid by the Company in advance upon request of Mr. Morris that the Company pay such Expenses, but only in the event that Mr. Morris shall have delivered in writing to the Company (i) an undertaking to reimburse the Company for Expenses with respect to which Mr. Morris is not entitled to indemnification and (ii) a statement of his good faith belief that the standard of conduct necessary for indemnification by the Company has been met.

5.2.5 Notice of Claim. Mr. Morris shall give to the Company notice of any claim made against Mr. Morris for which indemnification will or could be sought under this Agreement. In addition, Mr. Morris shall give the Company such information and cooperation as it may reasonably require and as shall be within Mr. Morris’s power and at such times and places as are convenient for Mr. Morris.

5.2.6 Defense of Claim. With respect to any Proceeding as to which Mr. Morris notifies the Company of the commencement thereof:

(A) The Company will be entitled to participate therein at its own expense;

(B) Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Mr. Morris, which in the Company’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. Mr. Morris also shall have the right to employ his own counsel in such action, suit or proceeding if Mr. Morris reasonably concludes that failure to do so would involve a conflict of interest between the Company and Mr. Morris, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company; and

(C) The Company shall not be liable to indemnify Mr. Morris under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty that would not be paid directly or indirectly by the Company or limitation on Mr. Morris without Mr. Morris’s written consent. Neither the Company nor Mr. Morris will unreasonably withhold or delay their consent to any proposed settlement.

5.2.7 Non-exclusivity. The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Section 8 shall not be exclusive of any other right which Mr. Morris may have or hereafter may acquire under any statute or certificate of incorporation or by-laws of the Company or any subsidiary, agreement, vote of shareholders or disinterested directors or trustees or otherwise.

5.3 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, sent by courier service, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally or sent by facsimile transmission or, if mailed or sent by courier service, on the date of actual receipt thereof, as follows:

(i) If to the Company, to:

Chairman of the Board

1980 Post Oak Blvd., Suite 800

Houston, Texas 77056

(ii) If to Mr. Morris, to:

8 West Rivercrest

Houston, Texas 77042

Any party may change its address for notice hereunder by notice to the other party hereto.

5.4 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements (including but not limited to prior employment agreements and incentive plans and agreements), written or oral, with respect thereto, however, the terms of any benefit plans shall remain in force and effect, and if any conflict between this agreement and the terms of such plans arises, the terms of the plan shall control. Nothing in this Agreement shall change, suspend, or cause forfeiture of (i) the Split Dollar Agreement between the Company and Mr. Morris, or (ii) the Salary Continuation Agreement between the Company and Mr. Morris. Notwithstanding the preceding, the Employment Agreement between Mr. Morris and the Company, effective as of January 1, 2012, shall remain in full force and effect until December 31, 2016.

5.5 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any waiver on the part of any party of any such right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

5.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas (without giving effect to the choice of law provisions thereof).

5.7 Assignment. This Agreement, and any rights and obligations hereunder, may not be assigned by Mr. Morris but shall be binding upon and assignable by the Company to any successor or assign of the Company whether by merger or purchase of substantially all of the assets of the Company or its affiliates, by law or otherwise. This Agreement shall inure to the benefit of and be enforceable by Mr. Morris’s legal and/or personal representative.

5.8 Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.9 Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

5.10 No Presumption against Interest. This Agreement has been negotiated, drafted, edited and reviewed by the parties and their respective legal counsel, and therefore, no provision arising directly or indirectly here from shall be construed against any party as being drafted by said party.

5.11 No Duty to Mitigate. Mr. Morris shall have no obligation to mitigate damages suffered as a result of termination of his employment with the Company.

5.12 Dispute Resolution. If any dispute arises out of or relates to this Agreement, or the breach thereof, Mr. Morris and the Company agree to promptly negotiate in good faith to resolve such dispute. If the dispute cannot be settled by the parties through negotiation, Mr. Morris and the Company agree to try in good faith to settle the dispute by mediation by a mutually acceptable mediator before resorting to arbitration or any other dispute resolution procedure. If the parties are unable to settle the dispute by mediation as provided in the preceding sentence within thirty (30) days of a written demand for mediation, any claim, controversy or dispute arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration before one (1) arbitrator in accordance with the Employment Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in English and held in Houston, Harris County, Texas, or such other location to which the parties mutually agree, under Texas substantive law and Federal Rules of Civil Procedure and Federal Rules of Evidence. The arbitrator shall among other things determine the validity, scope, interpretation and enforceability of this arbitration clause. The award shall be a reasoned award and rendered within thirty (30) days of the conclusion of the arbitration hearing. The decision of the arbitrator shall be final and binding and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing provisions of this Section, the Company may seek injunctive relief from a court of competent jurisdiction located in Harris County, Texas, in the event of a breach or threatened breach of any covenant contained in Section 3.

5.13 Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns and Mr. Morris and Mr. Morris’s legal representatives.

5.14 Conditions of this Agreement. Notwithstanding Section 1.1 above, if each of the transactions contemplated by the Exchange Agreement dated January 26, 2016 does not occur prior to December 31, 2016, then this Agreement becomes null and void. This Agreement also becomes null and void if Mr. Morris’ employment with the Company terminates prior to January 1 2017.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

EMPLOYEE		COMPANY
		STEWART INFORMATION SERVICES CORP.
By:	/s/ Stewart Morris, Jr.	By:	/s/ Thomas G. Apel
Date: January 27, 2016		Date: January 26, 2016
Name: Stewart Morris, Jr.		Name: Thomas G. Apel Title: Chairman of the Board

EX-10.4

Exhibit 10.4

EXECUTION COPY

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 1, 2017 (the “Effective Date”), by and between Stewart Information Services Corp. (the “Company”), and Malcolm S. Morris (“Mr. Morris”).

The parties agree as follows:

1. Employment, Duties and Acceptance.

1.1 Term of Employment by the Company. The Company hereby agrees to employ Mr. Morris for a term commencing on the Effective Date and expiring on December 31, 2019 unless earlier terminated as provided in Section 4. In the event Mr. Morris is not a duly elected member of the Company’s Board of Directors (the “Board”), this Agreement shall continue unless otherwise terminated in accordance herewith.

1.2 Duties. During the Term, Mr. Morris shall, as an employee of the Company, serve on the Board, so long as Mr. Morris is duly elected to the Board. In addition, Mr. Morris shall perform such advisory services for the Company with such non-operational duties and responsibilities as may be assigned by the Chief Executive Officer (“CEO”) of the Company, which Mr. Morris will make reasonable efforts to perform.

1.2.1 Fiduciary Duty. Mr. Morris acknowledges and agrees that he owes a fiduciary duty to the Company and further agrees to make full disclosure to the Company of all business opportunities pertaining to the Company’s business and shall not act for his own benefit concerning the subject matter of his fiduciary relationship.

1.2.2 Compliance. Mr. Morris agrees that he will not take any action intentionally in violation of United States laws or other laws applicable to his employment, including, but not limited to the Securities Exchange Act of 1934.

1.3 Acceptance of Employment. Mr. Morris hereby accepts such employment and shall render the services and perform the duties described above and will conduct such duties in a non-operational capacity.

2. Compensation and Other Benefits.

2.1 Annual Salary. The Company shall pay to Mr. Morris an annual salary at a rate of One Hundred Sixty Four Thousand Dollars ($164,000) per year (the “Annual Salary”). The Annual Salary shall be payable in accordance with the payroll policies of the Company as from time to time in effect, but in no event less frequently than twice each month, less such deductions as shall be required to be withheld by applicable law and regulations and less any voluntary deductions. Following each annual shareholder’s meeting the Compensation Committee of the Board shall review the average board compensation paid to all outside directors excluding the Chairman. If such amount increases from the amount paid during the prior fiscal year, then the amount paid to Mr. Morris under this Agreement shall be increased, on a prospective basis only, by an equivalent amount, as determined in good faith by the Compensation Committee.

2.2 Vacation Policy. Mr. Morris shall be entitled to four (4) weeks of paid vacation during each calendar year of the Term which shall accrue in accordance with Company policy. Days spent for board meetings or charitable work will not be counted toward vacation time.

2.3 Participation in Employee Benefit Plans. The Company agrees to permit Mr. Morris during the Term to participate in any group health plan, life insurance plan, disability insurance plan, qualified retirement plan, or other so called “fringe benefits” of the Company (collectively, “Benefits”), under the same terms and conditions as apply to other employees of the Company. Mr. Morris shall cooperate with the Company in applying for such coverage, including submitting to a physical exam and providing all relevant health and personal data. The Company shall not make any changes in any plans or arrangements provided pursuant to this Section 2.3 which would adversely affect Mr. Morris’s right to benefits thereunder unless such changes occur pursuant to a program applicable to other employees of the Company and which does not result in a proportionally greater reduction in the rights and benefits him.

2.4 General Business Expenses. The Company shall pay or reimburse Mr. Morris for all business expenses reasonably and necessarily incurred by him during the Term in his performance of services as requested by the CEO under this Agreement. Such payment shall be made upon presentation of such documentation as the Company customarily requires prior to making such payments or reimbursements.

2.5 Office Space and Clerical Support. During the period commencing on the Effective Date and ending on the day Mr. Morris ceases to be an employee of the Company, Mr. Morris will be provided with office space and parking at one of the Company’s office buildings within the Houston metropolitan area, which location shall be reasonably acceptable to Mr. Morris. Mr. Morris also will be provided with administrative support from a personal assistant with respect to (i) services provided under this Agreement, (ii) service on various boards, (iii) community service, and (iv) charitable activities, provided that such services and activities are not determined by the Company’s CEO to be detrimental to, or competitive with, the Company’s business. During any period in which Stewart Morris, Jr. also is a non-operational executive of the Company, this personal assistant shall be shared with Mr. Morris, Jr. In addition, Mr. Morris shall have reasonable and limited use of reception and office personnel who otherwise provide services at the location where Mr. Morris’ office is located.

3. Confidentiality and Company Property; Non-Competition and Non-Solicitation.

3.1 Covenants of Mr. Morris. Mr. Morris acknowledges that (i) the Company is currently engaged in the Company Business; (ii) the Company will give Mr. Morris access to trade secrets of, and Confidential Information concerning, the Company in connection with Mr. Morris’s work for the Company; and (iii) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of the Company. For purposes of this Section, the term “Company Business” means the business of providing real estate support services, including, without limitation, title insurance, real estate information services, escrow services and related transaction services.

3.2 Covenants Independent. The covenants of Mr. Morris contained in this Section 3 will be construed as independent of any other provision in this Agreement; and the existence of any claim or cause of action by Mr. Morris against the Company will not constitute a defense to the enforcement by the Company of said covenants. Mr. Morris has been advised to consult with counsel in order to be informed in all respects concerning the reasonableness and propriety of this Section 3 and its provisions with the specific regard to the nature of the business conducted by the Company. Mr. Morris acknowledges that this Section 3 and its provisions are reasonable in all respects.

3.3 Confidentiality. Mr. Morris acknowledges that the Company has a legitimate and continuing proprietary interest in the protection of its Confidential Information and that it has invested substantial sums and will continue to invest substantial sums to develop, maintain and protect Confidential Information. The Company agrees to provide Mr. Morris access to Confidential Information in conjunction with Mr. Morris’s duties. In exchange, as an independent covenant, unless Mr. Morris has obtained the prior written consent of the Company, Mr. Morris agrees not to make any unauthorized use, publication, or disclosure, during or subsequent to Mr. Morris’s employment by the Company, of any Confidential Information generated or acquired by Mr. Morris during the course of Mr. Morris’s employment, except to the extent that the disclosure of such Confidential Information is necessary to fulfill Mr. Morris’s responsibilities as an employee of the Company. Notwithstanding anything herein to the contrary, nothing in this Agreement shall (i) prohibit Mr. Morris from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the Company of any reporting described in clause (i). For purposes of this Agreement, the term “Confidential Information” means confidential or proprietary information of the Company and its affiliates, including, without limitation, information of a technical and business nature regarding the past, current or anticipated business of the Company and its affiliates that may encompass financial information, financial figures, trade secrets, customer lists, details of client or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans, employee information, organizational charts, new personnel acquisition plans, technical processes, inventions and research projects, ideas, discoveries, inventions, improvements, writings and other works of authorship.

3.4 Company Property. All memoranda, notes, lists, records, and other documents or papers (and all copies thereof) relating to the Company and its affiliates, including such items stored in computer memories, microfiche or by any other means, made or compiled by or on behalf of Mr. Morris in connection with Mr. Morris’s employment, or made available to Mr. Morris shall be the property of the Company, and shall be delivered to the Company promptly upon the termination of Mr. Morris’s employment with the Company or at any other time upon the Company’s request; provided, however, that Mr. Morris’s address books, diaries, non-Company files, subject to review by the Company’s CEO, and chronological correspondence files and rolodex files (including digital formats) shall be deemed to be property of Mr. Morris (except to the extent any of the foregoing contain Confidential Information).

3.5 Original Material. Mr. Morris agrees that any inventions, discoveries, improvements, ideas, concepts or original works of authorship relating directly to the Company Business, including without limitation information of a technical or business nature such as ideas, discoveries, inventions, trade secrets, know-how, writings and other works of authorship, computer programs, financial figures, marketing plans, customer lists and data, business plans or methods and the like, which relate in any manner to the actual or anticipated business or the actual or anticipated areas of business of the Company and its divisions and affiliates, whether or not protectable by patent or copyright, that have been originated, developed or reduced to practice by Mr. Morris alone or jointly with others and relating to the business of the Company (including each of its subsidiaries and affiliates) during Mr. Morris’s employment with the Company shall be the property of and belong exclusively to the Company. Mr. Morris shall promptly and fully disclose to the Company the origination or development by Mr. Morris of any such material and shall provide the Company with any information that it may reasonably request about such material. Either during or subsequent to Mr. Morris’s employment, upon the request and at the expense of the Company or its nominee, and for no remuneration in addition to that due Mr. Morris pursuant to Mr. Morris’s employment by the Company, but at no expense to Mr. Morris, Mr. Morris agrees to execute, acknowledge, and deliver to the Company or its attorneys any and all instruments which, in the judgment of the Company or its attorneys, may be necessary or desirable to secure or maintain for the benefit of the Company adequate patent, copyright, and other property rights in the United States and foreign countries with respect to any such inventions, improvements, ideas, concepts, or original works of authorship embraced within this Agreement.

3.6 Non-Competition during Employment. Mr. Morris agrees that during his employment with the Company he will not compete with the Company by engaging in the Company Business or in the conception, design, development, production, marketing, or servicing of any product or service that is substantially similar to the products or services which the Company provides, and that he will not work for (in any capacity), assist, or became affiliated with as an owner, partner, or otherwise, either directly or indirectly, any individual or business which engages in the Company Business or offers or performs services, or offers or provides products substantially similar to the services and products provided by the Company.

3.7 Conflicts of Interest. Mr. Morris agrees that during his employment with the Company he will not engage, either directly or indirectly, in any activity which might adversely affect the Company or its affiliates or pose a conflict of interest. Mr. Morris further agrees to disclose to the Company any other facts of which Mr. Morris becomes aware which might in Mr. Morris’s good faith judgment reasonably be expected to involve or give rise to a conflict of Interest or potential conflict of interest.

3.8 Non-Competition. In consideration of the Company’s promise to provide Mr. Morris with the Confidential Information, Mr. Morris hereby agrees that during the Term and the 12-month period immediately following the Date of Termination (the “Restricted Period”) Mr. Morris shall not in the United States directly or indirectly (i) engage in as principal, consultant, or employee in any segment of a business of a company, partnership, firm or other entity that is directly competitive with the Company or that engages in the Company Business (ii) hold an interest (except as a holder of less than a 5% interest in a publicly traded entity) in a company, partnership, firm or other entity that directly or indirectly engages in the Company Business.

3.9 Non-Solicitation of Customers. Mr. Morris will refrain during the Restricted Period from, directly or indirectly, diverting, taking, soliciting and/or accepting on Mr. Morris’s own behalf or on the behalf of another person or entity competing with the Company, the business of any past or present customer of the Company, its divisions and/or affiliates, or any identified prospective or potential customer of the Company, its divisions and/or affiliates, whose identity became known to Mr. Morris through Mr. Morris’s employment by the Company.

3.10 Non-Solicitation of Employees of the Company and its Affiliates. Mr. Morris will refrain during the Restricted Period from, directly or indirectly, inducing or attempting to influence any employee of the Company, its divisions and/or affiliates or any person who was employed by the Company, its divisions and/or affiliates in the twelve (12) months immediately preceding the Termination Date to terminate their employment with the Company, its divisions and/or affiliates or to become employed or engaged in work for another employer or entity.

3.11 Rights and Remedies Upon Breach. If Mr. Morris breaches any of the provisions contained in this Section 3 (the “Restrictive Covenants”), the Company shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity, including, without limitation, recovery of money damages and termination of this Agreement:

3.11.1 Specific Performance. The right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company.

3.11.2 Accounting. The right and remedy to require Mr. Morris to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits derived or received by Mr. Morris as the result of any action constituting a breach of the Restrictive Covenants.

3.11.3 Tolling of Restrictive Periods. If Mr. Morris violates any of the restrictions contained in this Section 3, the Restrictive Period shall be suspended and will not run in favor of Mr. Morris until such time as Mr. Morris cures the violation to the satisfaction of the Company.

3.11.4 Remedies for Violation of Non-Competition or Confidentiality Provisions. Mr. Morris acknowledges and agrees that: (i) the skills, experience and contacts of Mr. Morris are of a special, unique, unusual and extraordinary character which give them a peculiar value; (ii) because of the business of the Company, the restrictions agreed to by Mr. Morris as to time and area contained in this Section 3 are reasonable; and (iii) the injury suffered by the Company by a violation of Section 3 will be difficult to calculate in damages in an action at law and damages cannot fully compensate the Company for any violation of any obligation or covenant in Section 3. Mr. Morris’s compliance with Section 3 is a condition precedent to the Company’s obligation to make payments of any nature to Mr. Morris.

3.11.5 Materiality and Conditionality of Section 3. The covenants contained in this Section 3 are material to this Agreement. Mr. Morris’s agreement to strictly comply with Section 3 is a precondition for Mr. Morris’s receipt of payments of any nature under this Agreement. Whether or not Section 3 or any portion thereof has been held or found invalid or unenforceable for any reason whatsoever by a court or other constituted legal authority of competent jurisdiction, upon any violation of this Section 3 or any portion thereof, or upon a finding that a violation would have occurred if such Section 3 or any portion thereof were enforceable, Mr. Morris and the Company agree that the Company shall have no obligation to make any further payments to Mr. Morris under this Agreement.

3.12 Severability, Modification of Covenants. The Restrictive Covenants shall survive the termination or expiration of this Agreement, and in the event any of the Restrictive Covenants shall be held by any court to be effective in any particular area or jurisdiction only if said Restrictive Covenant is modified to be limited in its duration or scope, then, at the sole option of the Company, the provisions of Section 3.12 may be deemed to have been triggered, and the rights, liabilities and obligations set forth therein shall apply. In the event Company does not elect to trigger application of Section 3.12, then the court shall have such authority to so reform the covenants and the parties hereto shall consider such covenants and/or other provisions of this Section 3 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of such court and, as to all other jurisdictions, the covenants contained herein shall remain in full force and effect as originally written. Should any court hold that the covenants in this Section 3 are void and otherwise unenforceable in a particular area or jurisdiction, then notwithstanding the foregoing provisions of this Section 3.13, the provisions of Section 3.12 shall be applicable and the rights, liabilities and obligations of the parties set forth therein shall apply. Alternatively, at the sole option of the Company, the Company may consider such covenants to be amended and modified so as to eliminate therefrom the particular area or jurisdictions as to which such covenants are so held void or otherwise unenforceable and, as to all other areas and jurisdictions covered herein, the covenants contained herein shall remain in full force and effect as originally written.

4. Termination.

4.1 Date of Termination. As used in this Agreement, “Date of Termination” means (i) if Mr. Morris’s employment is terminated by the Company for Cause, the date of receipt of the notice of termination or any later date specified therein within ninety (90) days of such notice, as the case may be; (ii) if Mr. Morris’s employment is terminated by him pursuant to Section 4.4, the effective date of such termination pursuant to Section 4.4; (iii) if Mr. Morris’s employment is terminated by reason of death, the date of his death; (iv) if Mr. Morris’s employment is terminated by the Company due to Permanent Disability, the date ninety (90) days after the Company’s written notice to Mr. Morris; or (v) the termination date of the Agreement as set forth in Section 1.1.

4.2 Termination Upon Death. If Mr. Morris dies during the Term, this Agreement shall terminate; provided, however, that in any such event, the Company shall pay to his estate (i) any portion of the Annual Salary accrued as of the Date of Termination but unpaid; (ii) any expenses with respect to which Mr. Morris is entitled to reimbursement pursuant to this Agreement and (iii) any unused paid vacation accrued as of the Date of Termination, which shall be paid in a lump sum within thirty (30) days of the Date of Termination (collectively, the “Accrued Amounts”). The Company shall have no obligation to make any payments with respect to Mr. Morris for periods that would have occurred after the Date of Termination.

4.3 Termination with Cause. The Company has the right, at any time during the Term, subject to all of the provisions hereof, exercisable by serving notice, effective on or after the date of service of such notice as specified therein, to terminate Mr. Morris’s employment under this Agreement and discharge him with Cause. If such right is exercised, the Company’s obligation to Mr. Morris shall be limited solely to the payment of the Accrued Amounts (at the same time and in the same manner as set forth in Section 4.2). The Company shall have no obligation to make any payments with respect to Mr. Morris for periods that would have occurred after the Date of Termination.

4.3.1 Definition of Cause. As used in this Agreement, the term “Cause” shall mean, in the good faith determination of the Board, any: (A) willful failure to substantially perform duties with the Company (other than by reason of Permanent Disability), after a written demand for substantial performance is delivered to Mr. Morris that specifically identifies the manner in which the Company believes that Mr. Morris has not substantially performed such duties, and Mr. Morris has failed to remedy the situation within thirty (30) days of such written notice from the Company; (B) Gross negligence in the performance of his duties; (C) Conviction of, or plea of guilty to any felony or any crime involving moral turpitude or the personal enrichment of Mr. Morris at the substantive expense of the Company; (D) Willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, including without limitation Mr. Morris’s breach of fiduciary duties owed to the Company; (E) Willful violation of any material provision of the Company’s Code of Business Conduct and Ethics; (F) Willful violation of any of the material covenants contained in Section 3, as applicable; (G) Act of dishonesty resulting in or intending to result in personal gain at the expense of the Company; or (H) Engaging in any material act that is intended or may be reasonably expected to harm the reputation, business prospects, or operations of the Company.

4.3.2 Notice to Cure. Mr. Morris may not be terminated for Cause unless and until there has been delivered to him written notice from the Board supplying the particulars of his acts or omissions that the Board believes constitute Cause and a reasonable period of time (not less than thirty (30) days) has been given to Mr. Morris after such notice to cure the same.

4.4 Voluntary Termination. Mr. Morris has the right, at any time during the Term, subject to all of the provisions hereof, exercisable by serving notice of at least ninety (90) days, effective on or after the date of service of such notice as specified therein, to voluntarily terminate his employment under this Agreement. The provisions of Section 3 remain in full force and effect upon Voluntary Termination. If Mr. Morris elects to voluntarily terminate his employment, the Company’s obligation to Mr. Morris shall be limited solely to the payment of the Accrued Amounts (at the same time and in the same manner as set forth in Section 4.2).

4.5 Termination upon Permanent Disability. If during the Term Mr. Morris suffers a Permanent Disability, the Company may, by written notice to Mr. Morris, terminate his employment hereunder. Upon the Company’s termination of Mr. Morris’s employment by reason of his Disability, the Company’s obligation to Mr. Morris shall be limited solely to the payment of the Accrued Amounts (at the same time and in the same manner as set forth in Section 4.2). The Company shall have no obligation to make any payments with respect to Mr. Morris for periods that would have occurred after the Date of Termination. For purposes of this Agreement, “Permanent Disability” means a physical or mental disability as defined by the Company’s Long-Term Disability Plan, as in effect from time to time, which causes Mr. Morris to be unable to continue to act as a member of the Board or perform his duties as an employee.

4.6 Resignation of Employment and Positions. Upon termination of this Agreement, Mr. Morris shall be deemed to have voluntarily and permanently resigned from (i) any and all positions with the Company, other than his position as a duly-elected Director of Company, (ii) each position as an officer or director of any of the Company’s affiliates or subsidiaries, and (iii) unless otherwise to in writing between Mr. Morris and the Company, his employment with the Company. If Mr. Morris wishes to resign as a Director of the Company, he shall do so by first giving a separate written notice to the Company and to the Chairman of the Board of his intent to resign as a Director of the Company.

5. Other Provisions.

5.1 Section 409A.

5.1.1 Separation from Service. Notwithstanding anything to the contrary in this Agreement, with respect to any amounts payable to Mr. Morris under this Agreement in connection with a termination of his employment that would be considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code (hereafter “Code”), in no event shall a termination of employment be considered to have occurred under this Agreement unless such termination constitutes Mr. Morris’s “separation from service” with the Company as such term is defined in Treasury Regulation Section 1.409A-1(h), and any successor provision thereto (“Separation from Service”).

5.1.2 Section 409A Compliance. Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, any severance payments payable to Mr. Morris under this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals). However, to the extent any such payments are treated as “non-qualified deferred compensation” subject to Section 409A of the Code, and if Mr. Morris is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the benefits to which he is entitled under this Agreement is required in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of Mr. Morris’s termination benefits shall not be provided to him prior to the earlier of (i) the expiration of the six-month period measured from the date of Mr. Morris’s Separation from Service or (ii) the date of Mr. Morris’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section shall be paid in a lump sum to Mr. Morris (or his estate). The

determination of whether Mr. Morris is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Separation from Service shall be made by Company in accordance with the terms of Section 409A of the Code, and applicable guidance thereunder (including without limitation Treasury Regulation Section 1.409A-1(i) and any successor provision thereto).

5.1.3 Section 409A; Separate Payments. This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (i) the gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or (ii) the interest and additional tax set forth within Section 409A(a)(1)(B) of the Code (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii), each payment that Mr. Morris may be eligible to receive under this Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment.

5.1.4 Certain Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if Mr. Morris is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Mr. Morris has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Mr. Morris from the Company and its affiliates will be one dollar ($1.00) less than three times Mr. Morris’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Mr. Morris shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Mr. Morris (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Mr. Morris’s base amount, then he shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.1.4 shall require the Company to be responsible for, or have any liability or obligation with respect to, Mr. Morris’s excise tax liabilities under Section 4999 of the Code.

5.1.5 In-kind Benefits and Reimbursements. Notwithstanding anything to the contrary in this Agreement or in any Company policy with respect to such payments, in-kind benefits and reimbursements provided under this Agreement during any tax year of Mr. Morris shall not affect in-kind benefits or reimbursements to be provided in any other tax year and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by Mr. Morris and, if timely submitted, reimbursement payments shall be made to Mr. Morris as soon as administratively practicable following such submission in accordance with the Company’s policies regarding reimbursements, but in no event later than the last day of Mr. Morris’s taxable year following the taxable year in which the expense was incurred. This Section shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to Mr. Morris.

5.1.6 Mitigation. Mr. Morris shall not be required to mitigate damages with respect to the termination of his employment under this Agreement by seeking other employment or otherwise, and there shall be no offset against amounts due Mr. Morris under this Agreement on account of subsequent employment except as specifically provided in this Agreement. Additionally, amounts owed to Mr. Morris under this Agreement shall not be offset by any claims the Company may have against him, and the Company’s obligation to make the payments provided for in this Agreement, and otherwise to perform its obligations hereunder, shall not be affected by any other circumstances, including, without limitation, any counterclaim, recoupment, defense or other right which the Company may have against Mr. Morris or others.

5.2 Indemnification.

5.2.1 General. The Company agrees that if Mr. Morris is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that Mr. Morris is or was a trustee, director or officer of the Company, or any predecessor to the Company (including any sole proprietorship owned by Mr. Morris) or any of their affiliates or is or was serving at the request of the Company, any predecessor to the Company (including any sole proprietorship owned by Mr. Morris), or any of their affiliates as a trustee, director, officer, member, employee or agent of another corporation or a partnership, joint venture, limited liability company, trust or other enterprise, including, without limitation, service with respect to employee benefit plans, whether or not the basis of such Proceeding is alleged action in an official capacity as a trustee, director, officer, member, employee or agent while serving as a trustee, director, officer, member, employee or agent, Mr. Morris shall be indemnified and held harmless by the Company to the fullest extent authorized by Texas or Delaware law, as the same exists or may hereafter be amended, against all Expenses. For purposes of this Section 6, the term “Expenses” shall include any damages, losses, judgments, liabilities, fines, penalties, excise taxes, settlements, and costs, attorneys’ fees, accountants’ fees, and disbursements and costs of attachment or similar bonds, investigations, and any other expenses incurred in establishing a right to indemnification under this Agreement. Expenses incurred or suffered by Mr. Morris in connection therewith, and such indemnification shall continue as to Mr. Morris even if Mr. Morris has ceased to be an officer, director, trustee or agent, or is no longer employed by the Company and shall inure to the benefit of his heirs, executors and administrators.

5.2.2 Enforcement. If a claim or request under this Section 6 is not paid by the Company or on its behalf, within 30 days after a written claim or request has been received by the Company, Mr. Morris may at any time thereafter bring an arbitration claim against the Company to recover the unpaid amount of the claim or request and if successful in whole or in part, Mr. Morris shall be entitled to be paid also the expenses of prosecuting such suit. All obligations for indemnification hereunder shall be subject to, and paid in accordance with, applicable Texas or Delaware law.

5.2.3 Partial Indemnification. If Mr. Morris is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Mr. Morris for the portion of such Expenses to which Mr. Morris is entitled.

5.2.4 Advances of Expenses. Expenses incurred by Mr. Morris in connection with any Proceeding shall be paid by the Company in advance upon request of Mr. Morris that the Company pay such Expenses, but only in the event that Mr. Morris shall have delivered in writing to the Company (i) an undertaking to reimburse the Company for Expenses with respect to which Mr. Morris is not entitled to indemnification and (ii) a statement of his good faith belief that the standard of conduct necessary for indemnification by the Company has been met.

5.2.5 Notice of Claim. Mr. Morris shall give to the Company notice of any claim made against Mr. Morris for which indemnification will or could be sought under this Agreement. In addition, Mr. Morris shall give the Company such information and cooperation as it may reasonably require and as shall be within Mr. Morris’s power and at such times and places as are convenient for Mr. Morris.

5.2.6 Defense of Claim. With respect to any Proceeding as to which Mr. Morris notifies the Company of the commencement thereof:

(A) The Company will be entitled to participate therein at its own expense;

(B) Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Mr. Morris, which in the Company’s sole discretion may be regular counsel to the Company and may be counsel to other officers and directors of the Company or any subsidiary. Mr. Morris also shall have the right to employ his own counsel in such action, suit or proceeding if Mr. Morris reasonably concludes that failure to do so would involve a conflict of interest between the Company and Mr. Morris, and under such circumstances the fees and expenses of such counsel shall be at the expense of the Company; and

(C) The Company shall not be liable to indemnify Mr. Morris under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any penalty that would not be paid directly or indirectly by the Company or limitation on Mr. Morris without Mr. Morris’s written consent. Neither the Company nor Mr. Morris will unreasonably withhold or delay their consent to any proposed settlement.

5.2.7 Non-exclusivity. The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Section 8 shall not be exclusive of any other right which Mr. Morris may have or hereafter may acquire under any statute or certificate of incorporation or by-laws of the Company or any subsidiary, agreement, vote of shareholders or disinterested directors or trustees or otherwise.

5.3 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, sent by courier service, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally or sent by facsimile transmission or, if mailed or sent by courier service, on the date of actual receipt thereof, as follows:

(i) If to the Company, to:

Chairman of the Board

1980 Post Oak Blvd., Suite 800

Houston, Texas 77056

(ii) If to Mr. Morris, to:

3992 Inverness

Houston, Texas 77019

Any party may change its address for notice hereunder by notice to the other party hereto.

5.4 Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements (including but not limited to prior employment agreements and incentive plans and agreements), written or oral, with respect thereto, however, the terms of any benefit plans shall remain in force and effect, and if any conflict between this agreement and the terms of such plans arises, the terms of the plan shall control. Nothing in this Agreement shall change, suspend, or cause forfeiture of (i) the Split Dollar Agreement between the Company and Mr. Morris, or (ii) the Salary Continuation Agreement between the Company and Mr. Morris. Notwithstanding the preceding, the Employment Agreement between Mr. Morris and the Company, effective as of January 1, 2012, shall remain in full force and effect until December 31, 2016.

5.5 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any waiver on the part of any party of any such right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

5.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas (without giving effect to the choice of law provisions thereof).

5.7 Assignment. This Agreement, and any rights and obligations hereunder, may not be assigned by Mr. Morris but shall be binding upon and assignable by the Company to any successor or assign of the Company whether by merger or purchase of substantially all of the assets of the Company or its affiliates, by law or otherwise. This Agreement shall inure to the benefit of and be enforceable by Mr. Morris’s legal and/or personal representative.

5.8 Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.9 Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

5.10 No Presumption against Interest. This Agreement has been negotiated, drafted, edited and reviewed by the parties and their respective legal counsel, and therefore, no provision arising directly or indirectly here from shall be construed against any party as being drafted by said party.

5.11 No Duty to Mitigate. Mr. Morris shall have no obligation to mitigate damages suffered as a result of termination of his employment with the Company.

5.12 Dispute Resolution. If any dispute arises out of or relates to this Agreement, or the breach thereof, Mr. Morris and the Company agree to promptly negotiate in good faith to resolve such dispute. If the dispute cannot be settled by the parties through negotiation, Mr. Morris and the Company agree to try in good faith to settle the dispute by mediation by a mutually acceptable mediator before resorting to arbitration or any other dispute resolution procedure. If the parties are unable to settle the dispute by mediation as provided in the preceding sentence within thirty (30) days of a written demand for mediation, any claim, controversy or dispute arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration before one (1) arbitrator in accordance with the Employment Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in English and held in Houston, Harris County, Texas, or such other location to which the parties mutually agree, under Texas substantive law and Federal Rules of Civil Procedure and Federal Rules of Evidence. The arbitrator shall among other things determine the validity, scope, interpretation and enforceability of this arbitration clause. The award shall be a reasoned award and rendered within thirty (30) days of the conclusion of the arbitration hearing. The decision of the arbitrator shall be final and binding and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing provisions of this Section, the Company may seek injunctive relief from a court of competent jurisdiction located in Harris County, Texas, in the event of a breach or threatened breach of any covenant contained in Section 3.

5.13 Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns and Mr. Morris and Mr. Morris’s legal representatives.

5.14 Conditions of this Agreement. Notwithstanding Section 1.1 above, if each of the transactions contemplated by the Exchange Agreement dated January 26, 2016 does not occur prior to December 31, 2016, then this Agreement becomes null and void. This Agreement also becomes null and void if Mr. Morris’ employment with the Company terminates prior to January 1 2017.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

EMPLOYEE		COMPANY
		STEWART INFORMATION SERVICES CORP.
By:	/s/ Malcolm S. Morris	By:	/s/ Thomas G. Apel
Date: January 26, 2016		Date: January 26, 2016
Name: Malcolm S. Morris		Name: Thomas G. Apel
		Title: Chairman of the Board