Common use of Duties and Status Clause in Contracts

Duties and Status. (a) The Executive will serve as the Company’s Chief Executive Officer during the Employment Period, and the Executive accepts such employment, on the terms set forth in this Agreement. The Executive shall also serve as Chief Executive Officer of Bowhead Underwriting Services, Inc. (“BUSI”), Bowhead Insurance Company Inc. and Bowhead Specialty Underwriters Inc. Notwithstanding the foregoing, the Company shall be the sole employer of Executive during the Employment Period, with compensation under Section 3 being paid, and employee benefits under Section 4 being provided, by BUSI. The Executive shall serve as a member of the board of directors of the Company (the “Board”) without additional compensation therefor and shall report to the Board. Further, the Executive shall (i) serve on the boards of directors of Bowhead Insurance Company Inc., Bowhead Specialty Underwriters Inc. and other Subsidiaries of Bowhead Holdings and (ii) hold such corporate officer titles and positions of Bowhead Holdings, the Company and its Subsidiaries, as may be required under other agreements or reasonably requested by the Board in its sole discretion. The Executive agrees to resign from the boards of all other positions with all entities affiliated with Bowhead Holdings and its Subsidiaries, including the Company, as of the last day of the Employment Period. (b) As Chief Executive Officer, the Executive shall have all rights, powers, privileges and duties for a position in an organization of the size and nature of the Company and its Subsidiaries (collectively, the “Bowhead Group”) subject to direction by the Board. The Executive shall exercise the scope of his authority in good faith and in a manner consistent with industry standards and reasonably calculated to achieve material compliance with the laws, regulations, policies, procedures and contracts applicable to the business of the Bowhead Group. Nothing in this Agreement shall prohibit Executive from reasonably delegating parts of the responsibilities set forth in or contemplated by this Section 2(b) to other employees of the Bowhead Group. (c) The Executive shall devote substantially all of his business time and efforts to the business of the Bowhead Group, it being understood and agreed that the Executive shall be permitted to: (i) serve on up to two other boards of directors (or advisory committee) of a corporation, limited liability company or other entity, (ii) serve on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engage in a reasonable number of charitable activities and community affairs, and/or (iv) manage his personal investments and affairs (including those of his parents, spouse and children); provided, however, that the Executive may only engage in the activities set forth in this Section 2(c) so long as such engagement does not conflict or materially interfere with the effective discharge of his duties and responsibilities hereunder, create a conflict of interest, violate any provision of Section 9 of this Agreement or cause any reputational damage to the Company as reasonably determined by the Board. Currently Xx. Xxxxx is a member of the board of directors of MCC Theater. The Executive shall notify the Board at least ten (10) days in advance of commencing any additional services that are described in this Section 2(c). (d) The Executive shall principally perform his duties under this Agreement in New York City.

Duties and Status. (a) The Company hereby engages Executive will serve as the Company’s Chief Executive Officer during a full-time executive employee for the Employment Period, and the Executive accepts such employment, on the terms set forth in this Employment Agreement. The Executive shall also serve as President and Chief Executive Officer of Bowhead Underwriting Servicesthe Company and CapSpecialty, Inc. (“BUSICapSpecialty”)) and, Bowhead Insurance Company Inc. and Bowhead Specialty Underwriters Inc. Notwithstanding the foregoingprior to an IPO, the Company shall be the sole employer of Executive during the Employment Period, with compensation under Section 3 being paid, and employee benefits under Section 4 being provided, by BUSI. The Executive shall serve as a member and Chairman of the board Board of directors Directors of the Company CapSpecialty (the “Board”) (such service on the Board to be performed without additional compensation therefor and compensation). Following an IPO, CapSpecialty shall report nominate Executive as a member of the Board at each annual meeting of the shareholders of CapSpecialty during the Employment Period at which Executive’s seat is up for re-election and, if re-elected, Executive shall continue to serve as the Chairman of the Board. FurtherDuring the Employment Period, the Executive shall exercise such authority and perform such executive duties and functions, and discharge such responsibilities, as are reasonably associated with Executive’s position, commensurate with the authority vested in Executive pursuant to this Employment Agreement. Subject to direction (i) serve on prior to an IPO, by the boards Board and by the Chairman of directors the Compensation Committee of Bowhead Insurance Company Inc.the Board (the “Compensation Committee”), Bowhead Specialty Underwriters Inc. and other Subsidiaries of Bowhead Holdings and (ii) hold such corporate officer titles and positions of Bowhead Holdingssubsequent to an IPO, the Company and its Subsidiaries, as may be required under other agreements or reasonably requested by the Board in its sole discretion. The Board, Executive agrees to resign from the boards of all other positions with all entities affiliated with Bowhead Holdings and its Subsidiaries, including shall be primarily responsible for establishing the Company, as ’s business and for the overall management of the last day of the Employment Periodits business activities. (b) As Chief Executive OfficerSubject to Section 2(d) below, during the Executive shall have all rightsEmployment Period, powers, privileges and duties for a position in an organization of the size and nature of the Company and its Subsidiaries (collectively, the “Bowhead Group”) subject to direction by the Board. The Executive shall exercise the scope of his authority in good faith and in a manner consistent with industry standards and reasonably calculated to achieve material compliance with the laws, regulations, policies, procedures and contracts applicable to the business of the Bowhead Group. Nothing in this Agreement shall prohibit Executive from reasonably delegating parts of the responsibilities set forth in or contemplated by this Section 2(b) to other employees of the Bowhead Group. (c) The Executive shall devote substantially all of his full business time and efforts to the business of the Bowhead GroupCompany and its Subsidiaries and accept such additional office or offices to which he may be elected by the Board, it being understood provided that the performance of the duties of such office or offices shall be consistent with the scope of the duties provided for in Section 2(a) hereof. (c) If requested by the Board (or, prior to an IPO, by the Chairman of the Compensation Committee), Executive shall also serve, without additional compensation, as an officer and/or director of any or all of the Subsidiaries of the Company. Upon any termination of Executive’s employment for any reason, except as may otherwise be requested by the Company in writing and agreed that the upon in writing by Executive, Executive shall be permitted to: (i) serve on up deemed to two have resigned from any and all directorships, committee memberships, and any other boards of directors (or advisory committee) of a corporation, limited liability company or other entity, (ii) serve on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engage in a reasonable number of charitable activities and community affairs, and/or (iv) manage his personal investments and affairs (including those of his parents, spouse and children); provided, however, that the positions Executive may only engage in the activities set forth in this Section 2(c) so long as such engagement does not conflict or materially interfere holds with the effective discharge of his duties and responsibilities hereunder, create a conflict of interest, violate Company or any provision of Section 9 of this Agreement or cause any reputational damage to the Company as reasonably determined by the Board. Currently Xx. Xxxxx is a other member of the board Company Group (as defined below) and hereby agrees to execute any documents that the Company (or any member of directors of MCC Theater. The Executive shall notify the Board at least ten (10Company Group) days in advance of commencing any additional services that are described in this Section 2(c)determines necessary to effectuate such resignations. (d) The Nothing in this Employment Agreement shall preclude Executive shall principally perform from devoting reasonable periods of time required for engaging in charitable, religious, civic, community and other activities including, but not limited to, those previously disclosed by Executive by way of conflict of interest disclosures and the like, provided that such activities (x) do not individually or in the aggregate interfere with the performance of his duties under this Agreement in New York Cityhereunder, and (y) are not competitive with the Company, Alleghany or any of their respective Affiliates.

Duties and Status. (a) The Effective April 13, 1999, the Corporation hereby engages the Executive will serve as a full-time executive employee for the Company’s Chief Executive Officer during period specified in Section 4 hereof (the "Employment Period"), and the Executive accepts such employment, on the terms and conditions set forth in this Agreement. The Executive shall also serve as Chief Executive Officer of Bowhead Underwriting Services, Inc. (“BUSI”), Bowhead Insurance Company Inc. and Bowhead Specialty Underwriters Inc. Notwithstanding the foregoing, the Company shall be the sole employer of Executive At all times during the Employment Period, with compensation under Section 3 being paid, and employee benefits under Section 4 being provided, by BUSI. The the Executive shall serve hold the offices of Vice President and Chief Operating Officer. During the Employment Period: (i) the Executive shall exercise such authority and perform such executive duties as a member are commensurate with the duties of Vice President and Chief Operating Officer of the board of directors Corporation. During the Employment Period, there shall be no material decrease in the responsibilities and duties of the Company Executive, unless otherwise agreed to in writing by the Corporation and the Executive. (b) During the “Board”) without additional compensation therefor and shall report to the Board. FurtherEmployment Period, the Executive shall (i) serve on the boards of directors of Bowhead Insurance Company Inc., Bowhead Specialty Underwriters Inc. and other Subsidiaries of Bowhead Holdings and (ii) hold such corporate officer titles and positions of Bowhead Holdings, the Company and its Subsidiaries, as may be required under other agreements or reasonably requested by the Board in its sole discretion. The Executive agrees to resign from the boards of devote substantially all other positions with all entities affiliated with Bowhead Holdings and its Subsidiaries, including the Company, as of the last day of the Employment Period. (b) As Chief Executive Officer, the Executive shall have all rights, powers, privileges and duties for a position in an organization of the size and nature of the Company and its Subsidiaries (collectively, the “Bowhead Group”) subject to direction by the Board. The Executive shall exercise the scope of his authority in good faith time and in a manner consistent with industry standards and reasonably calculated to achieve material compliance with the laws, regulations, policies, procedures and contracts applicable efforts to the business of the Bowhead GroupCorporation and its subsidiaries; (ii) not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or corporation which competes or conflicts or interferes with the performance of his duties hereunder in any way; and (iii) accept such additional office or offices with the Corporation or its subsidiaries to which he may be elected by the Board of Directors of the Corporation, provided that the performance of the duties of such office or offices shall be consistent with the scope and nature of the duties provided for in paragraph (a) of this Section 1. 1. Nothing in this Agreement The foregoing shall prohibit not preclude the Executive from reasonably delegating parts devoting a reasonable amount of his time to (i) management of his personal business investments, (ii) civic and charitable affairs, (iii) supervision of his personal investments and (iv) serving on boards of directors of other corporations, provided, in each case, that such activities do not interfere with the performance of the responsibilities set forth in or contemplated by Executive's duties under this Section 2(b) to other employees of the Bowhead GroupAgreement. (c) The Executive shall devote substantially all be required to perform the services and duties provided for in paragraph (a) of his business time and efforts to this Section 1.1 only at the business location of the Bowhead Group, it being understood and agreed that executive offices of the Executive shall be permitted to: (i) serve on up to two other boards of directors (or advisory committee) of a corporation, limited liability company or other entity, (ii) serve on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engage in a reasonable number of charitable activities and community affairs, and/or (iv) manage his personal investments and affairs (including those of his parents, spouse and children); provided, however, that the Executive may only engage Corporation in the activities set forth in this Section 2(c) so long as such engagement does not conflict or materially interfere with the effective discharge of his duties and responsibilities hereunder, create a conflict of interest, violate any provision of Section 9 of this Agreement or cause any reputational damage to the Company as reasonably determined by the Board. Currently Xx. Xxxxx is a member of the board of directors of MCC Theater. The Executive shall notify the Board at least ten (10) days in advance of commencing any additional services that are described in this Section 2(c)Baltimore metropolitan area. (d) The Executive shall principally perform be entitled to vacations, leaves of absence and leaves for illness or temporary disability in accordance with the policies of the Corporation as in effect from time to time, which policies shall not be less favorable than those in effect at the date of this Agreement. Any leave on account of illness or temporary disability which is less than total disability as defined in the Corporation's long-term disability insurance plan ("Total Disability") and which continues for a continuous period of less than 180 consecutive days shall not constitute a breach by the Executive of his duties under this Agreement in New York Cityobligations hereunder.

Duties and Status. (a) The Effective January 11, 1999, the Corporation hereby engages the Executive will serve as a full-time executive employee for the Company’s Chief Executive Officer during period specified in Section 4 hereof (the "Employment Period"), and the Executive accepts such employment, on the terms and conditions set forth in this Agreement. The Executive shall also serve as Chief Executive Officer of Bowhead Underwriting Services, Inc. (“BUSI”), Bowhead Insurance Company Inc. and Bowhead Specialty Underwriters Inc. Notwithstanding the foregoing, the Company shall be the sole employer of Executive At all times during the Employment Period, with compensation under Section 3 being paidthe Executive shall hold the offices of President and Chief Executive Officer, and employee benefits under Section 4 being providedat such time as Xxxxxxx Xxx is no longer a member of the Board of Directors, by BUSI. The and provided that Executive shall then continues to serve as a member of the board Board of directors Directors, Executive shall be elected Chairman of the Company Board, so long as no Change in Control (as hereinafter defined) of the “Board”Corporation shall have occurred. During the Employment Period: (i) without additional compensation therefor the Executive shall exercise such authority and perform such executive duties as are commensurate with the duties of President and Chief Executive Officer of the Corporation, and (ii) the Executive shall report be annually nominated as a director of the Corporation. During the Employment Period, there shall be no material decrease in the responsibilities and duties of the Executive, unless otherwise agreed to in writing by the Board. FurtherCorporation and the Executive. (b) During the Employment Period, the Executive shall (i) serve on the boards of directors of Bowhead Insurance Company Inc., Bowhead Specialty Underwriters Inc. and other Subsidiaries of Bowhead Holdings and (ii) hold such corporate officer titles and positions of Bowhead Holdings, the Company and its Subsidiaries, as may be required under other agreements or reasonably requested by the Board in its sole discretion. The Executive agrees to resign from the boards of devote substantially all other positions with all entities affiliated with Bowhead Holdings and its Subsidiaries, including the Company, as of the last day of the Employment Period. (b) As Chief Executive Officer, the Executive shall have all rights, powers, privileges and duties for a position in an organization of the size and nature of the Company and its Subsidiaries (collectively, the “Bowhead Group”) subject to direction by the Board. The Executive shall exercise the scope of his authority in good faith time and in a manner consistent with industry standards and reasonably calculated to achieve material compliance with the laws, regulations, policies, procedures and contracts applicable efforts to the business of the Bowhead GroupCorporation and its subsidiaries; (ii) not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or corporation which competes or conflicts or interferes with the performance of his duties hereunder in any way; and (iii) accept such additional office or offices with the Corporation or its subsidiaries to which he may be elected by the Board of Directors of the Corporation, provided that the performance of the duties of such office or offices shall be 1. Nothing in this Agreement The foregoing shall prohibit not preclude the Executive from reasonably delegating parts devoting a reasonable amount of his time to (i) management of his personal business investments, (ii) civic and charitable affairs, (iii) supervision of his personal investments and (iv) serving on boards of directors of other corporations, provided, in each case, that such activities do not interfere with the performance of the responsibilities set forth in or contemplated by Executive's duties under this Section 2(b) to other employees of the Bowhead GroupAgreement. (c) The Executive shall devote substantially all be required to perform the services and duties provided for in paragraph (a) of his business time and efforts to this Section 1.1 only at the business location of the Bowhead Group, it being understood and agreed that executive offices of the Executive shall be permitted to: (i) serve on up to two other boards of directors (or advisory committee) of a corporation, limited liability company or other entity, (ii) serve on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engage in a reasonable number of charitable activities and community affairs, and/or (iv) manage his personal investments and affairs (including those of his parents, spouse and children); provided, however, that the Executive may only engage Corporation in the activities set forth in this Section 2(c) so long as such engagement does not conflict or materially interfere with the effective discharge of his duties and responsibilities hereunder, create a conflict of interest, violate any provision of Section 9 of this Agreement or cause any reputational damage to the Company as reasonably determined by the Board. Currently Xx. Xxxxx is a member of the board of directors of MCC Theater. The Executive shall notify the Board at least ten (10) days in advance of commencing any additional services that are described in this Section 2(c)Baltimore metropolitan area. (d) The Executive shall principally perform be entitled to vacations, leaves of absence and leaves for illness or temporary disability in accordance with the policies of the Corporation as in effect from time to time, which policies shall not be less favorable than those in effect at the date of this Agreement. Any leave on account of illness or temporary disability which is less than total disability as defined in the Corporation's long-term disability insurance plan ("Total Disability") and which continues for a continuous period of less than 180 consecutive days shall not constitute a breach by the Executive of his duties under this Agreement in New York Cityobligations hereunder.

Duties and Status. (a) The Company hereby engages the Executive will serve as the Company’s Chief Executive Officer during a full-time executive employee for the Employment Period, and the Executive accepts such employment, on the terms set forth in this Amended Employment Agreement. The Executive shall also serve as Chief Executive Officer of Bowhead Underwriting Services, Inc. (“BUSI”), Bowhead Insurance Company Inc. and Bowhead Specialty Underwriters Inc. Notwithstanding the foregoing, the Company shall be the sole employer of Executive during the Employment Period, with compensation under Section 3 being paid, and employee benefits under Section 4 being provided, by BUSI. The Executive shall serve as President and Chief Executive Officer of the Company and as a member of the board Board of directors Directors of the Company. During the Employment Period, the Executive shall exercise such authority and perform such executive duties and functions, and discharge such responsibilities, as are reasonably associated with the Executive's position, commensurate with the authority vested in the Executive pursuant to this Amended Employment Agreement. Subject to direction (i) prior to an IPO, by the Board of Directors of the Company (the “Board”"Board of Directors") without additional compensation therefor and shall report by the Chairman of the Compensation Committee of the Board of Directors (the "Compensation Committee") and (ii) subsequent to an IPO, by the Board. FurtherBoard of Directors, the Executive shall (i) serve on the boards of directors of Bowhead Insurance Company Inc., Bowhead Specialty Underwriters Inc. and other Subsidiaries of Bowhead Holdings and (ii) hold such corporate officer titles and positions of Bowhead Holdings, the Company and its Subsidiaries, as may be required under other agreements or reasonably requested by the Board in its sole discretion. The Executive agrees to resign from the boards of all other positions with all entities affiliated with Bowhead Holdings and its Subsidiaries, including primarily responsible for establishing the Company, as 's business and for the overall management of the last day of the Employment Periodits business activities. (b) As Chief Executive OfficerDuring the Employment Period, the Executive shall have all rights, powers, privileges and duties for a position in an organization of the size and nature of the Company and its Subsidiaries (collectively, the “Bowhead Group”) subject to direction by the Board. The Executive shall exercise the scope of devote his authority in good faith and in a manner consistent with industry standards and reasonably calculated to achieve material compliance with the laws, regulations, policies, procedures and contracts applicable to the business of the Bowhead Group. Nothing in this Agreement shall prohibit Executive from reasonably delegating parts of the responsibilities set forth in or contemplated by this Section 2(b) to other employees of the Bowhead Group. (c) The Executive shall devote substantially all of his full business time and efforts to the business of the Bowhead GroupCompany and accept such additional office or offices to which he may be elected by the Board of Directors, it being understood and agreed provided that the performance of the duties of such office or offices shall be consistent with the scope of the duties provided for in Section 2(a) hereof. (c) If requested by the Board of Directors (or, prior to an IPO, by the Chairman of the Compensation Committee), the Executive shall be permitted to: (i) serve on up to two other boards also serve, without additional compensation, as an officer and/or director of directors (any or advisory committee) of a corporation, limited liability company or other entity, (ii) serve on the boards of a reasonable number of trade associations and/or charitable organizations, (iii) engage in a reasonable number of charitable activities and community affairs, and/or (iv) manage his personal investments and affairs (including those of his parents, spouse and children); provided, however, that the Executive may only engage in the activities set forth in this Section 2(c) so long as such engagement does not conflict or materially interfere with the effective discharge of his duties and responsibilities hereunder, create a conflict of interest, violate any provision of Section 9 of this Agreement or cause any reputational damage to the Company as reasonably determined by the Board. Currently Xx. Xxxxx is a member all of the board Subsidiaries of directors of MCC Theater. The Executive shall notify the Board at least ten (10) days in advance of commencing any additional services that are described in this Section 2(c)Company. (d) The Nothing in this Amended Employment Agreement shall preclude the Executive shall principally perform from devoting reasonable periods of time required for engaging in charitable, religious, civic and community activities, provided that such activities do not interfere with his duties under this Agreement in New York Cityhereunder.