Exhibit 10.6
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of
____________, 2006 (hereinafter referred to as the "First Amendment"), by and
among RAM Holdings Ltd., a Bermuda exempted company ("Holdings"), RAM Holdings
II Ltd., a Bermuda company ("Holdings II" and, together with Holdings,
"Holding"), RAM Reinsurance Company Ltd., a Bermuda company (the "Company"), and
Xxxx Xxxxx Xxxxxxxxx (the "Executive").
WITNESSETH
WHEREAS, Holding, the Company and the Executive have previously
entered into an Employment Agreement, dated as of May 1, 2005 (hereinafter
referred to as the "Employment Agreement"), which provides for the Executive's
employment as the Managing Director for Asset-backed Securities of the Company
for a term ending on April 30, 2006; and
WHEREAS, Holding, the Company and the Executive desire to amend the
terms of the Employment Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt and
adequacy of which are mutually acknowledged, Holding, the Company and the
Executive agree as follows:
1. Amendment to Section 2 of the Employment Agreement. Section 2 of the
Employment Agreement is hereby amended by replacing "April 30, 2006" with
"December 15, 2006."
2. Amendment to Section 4 of the Employment Agreement. Section 4 of the
Employment Agreement is hereby amended by adding the following sentence after
the first sentence thereof, to read in its entirety as follows:
"Notwithstanding the preceding sentence, commencing on [fill in], the
Company shall pay the Executive an annualized Base Salary of $305,400."
3. Amendment to Section 5 of the Employment Agreement. Section 5 of the
Employment Agreement is hereby amended by adding the following sentences after
the second sentence thereof, to read in their entirety as follows:
"Notwithstanding the foregoing, the Executive's target annual incentive
bonus amount for 2006 shall be an amount equal to 105% of her annualized
Base Salary for such year."
The Incentive Award Criteria for the Executive for 2006 are attached hereto
as Exhibit A.
4. Continuing Agreement. Except as expressly amended by this First
Amendment, the Employment Agreement shall continue in full force and effect in
accordance with the provisions thereof. Except as the context may otherwise
require, all references to the "Employment Agreement" of the Executive in any
other agreement or document as between the
Parties shall be deemed references to the Employment Agreement, as amended by
this First Amendment.
5. Governing Law. This First Amendment shall be governed by the laws of the
State of New York, without reference to the principles of conflicts or choice of
law under which the law of any other jurisdiction would apply.
6. Counterparts. This First Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which, when
taken together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this First Amendment
as of the date first set forth above.
RAM HOLDINGS LTD.
By:
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Its: Chairman
RAM HOLDINGS II LTD.
By:
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Its: Chairman
RAM REINSURANCE COMPANY LTD.
By:
------------------------------------
Its: Chairman
EXECUTIVE
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EXHIBIT A
MD STRUCTURED FINANCE
INCENTIVE AWARD CRITERIA 2006
TARGET AWARD 105% OF BASE +/-25% OVERALL
BUSINESS RESULTS (30%)
Operating Income of $36.5MM (1)
XXX of 10% (2)
GROWTH, MARKETING AND BUSINESS DEVELOPMENT (50%) (3)
1. Redesign quarterly strategic market reviews
2. Collaborate with Chief Risk Manager to design and implement nontraditional
channels (e.g. reverse inquiry process) to increase facultative business
3. Structured finance AGP of $5.3MM and 8.0 PI
4. Increase AGP with FGIC, XLCA/FA, Assured and CIFG
RISK MANAGEMENT (20%)
1. Assist in primary company surveillance reviews
2. Provide guidance as requested on reporting matters
3. Assist Chief Risk Manager in sector and transaction reviews
(1) Award will be scaled as follows:
Operating income <$33MM $33MM $36.5MM $40MM
---------------- ------ ----- ------- -----
Award % 0 50 100 150
(2) Award will be scaled as follows:
XXX % <9.0 9 10 11
----- ---- -- --- ---
Award % 0 50 100 150
(3) Committee will determine the award for this category rather than adopt a
scale.
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