EXHIBIT 10.19 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), made as of the 14th day of October, 2004, effective on the Effective Date (as defined herein), between Penn-America Group, Inc. and its insurance subsidiaries (the "Company" or...Executive Employment Agreement • March 16th, 2005 • United America Indemnity, LTD • Fire, marine & casualty insurance • Pennsylvania
EXHIBIT 10.1 AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • November 26th, 2003 • United National Group LTD • Fire, marine & casualty insurance • Delaware
EXHIBIT 1.1 UNITED NATIONAL GROUP, LTD. (a Cayman Islands company) 9,750,000 Class A Common Shares PURCHASE AGREEMENT Dated: December , 2003Purchase Agreement • December 15th, 2003 • United National Group LTD • Fire, marine & casualty insurance • New York
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2005 • United America Indemnity, LTD • Fire, marine & casualty insurance
EXHIBIT 2.1 AMENDED AND RESTATED INVESTMENT AGREEMENTInvestment Agreement • October 28th, 2003 • United National Group LTD • Fire, marine & casualty insurance • New York
RECITAL:Executive Employment Agreement • March 16th, 2005 • United America Indemnity, LTD • Fire, marine & casualty insurance • Pennsylvania
EXHIBIT 10.6Executive Employment Agreement • October 28th, 2003 • United National Group LTD • Fire, marine & casualty insurance • Pennsylvania
DATED AS OFStock Purchase Agreement • October 15th, 2004 • United National Group LTD • Fire, marine & casualty insurance • Pennsylvania
FOX PAINE & COMPANY, LLC 950 Tower Lane Suite 1150 Foster City, California 94404Management Agreement • October 28th, 2003 • United National Group LTD • Fire, marine & casualty insurance • New York
We refer to the Amended and Restated Investment Agreement, dated as of September 5, 2003 (the "Investment Agreement"), by and among U.N. Holdings (Cayman), Ltd., an exempted company formed with limited liability under the laws of the Cayman Islands, Vigilant International, Ltd., an exempted company formed with limited liability under the laws of the Cayman Islands (the "Company"), U.N. Holdings II, Inc., a Delaware corporation, U.N. Holdings LLC, a Delaware limited liability company, U.N. Holdings Inc., a Delaware corporation, Wind River Investment Corporation, a Delaware corporation ("Wind River"), and those Trusts listed on Schedule A thereto. As a result of transactions contemplated by the Investment Agreement, Fox Paine Capital Fund II International, L.P., a Cayman Islands exempted limited partnership (collectively with its affiliates, the "Funds"), will acquire indirect beneficial ownership of a majority of Common Shares (as defined in the Investment Agreement) and Preferred Share
DATED AS OFStock Purchase Agreement • October 15th, 2004 • United National Group LTD • Fire, marine & casualty insurance • Pennsylvania
DATED AS OFManagement Shareholders' Agreement • October 28th, 2003 • United National Group LTD • Fire, marine & casualty insurance • Delaware
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 12th, 2005 • United America Indemnity, LTD • Fire, marine & casualty insurance • Pennsylvania
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, dated as of the 1st day of January, 2005, is between United National Insurance Company, a Pennsylvania corporation with its principal offices in Bala Cynwyd, PA (the “Company”) and Richard S. March, an individual residing at 41 Charles Lane, Cherry Hill, NJ 08003 (the “Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2010 • United America Indemnity, LTD • Fire, marine & casualty insurance
THIS EXECUTIVE EMPLOYMENT AGREEMENT, dated as of the 8th day of December, 2009, is between United America Indemnity, Ltd., a Cayman Islands corporation (the “Company” or “UAI”) and Thomas M. McGeehan, an individual residing at 572 Saratoga Road, King of Prussia (the “Executive”).
Larry A. Frakes President and Chief Executive Officer United America Indemnity, Ltd. Amended and Restated Employment Agreement RECITALSEmployment Agreement • February 8th, 2008 • United America Indemnity, LTD • Fire, marine & casualty insurance • New York
The Company and Executive wish to amend the Prior Agreement in order to, among other things, provide for the cancellation and regrant of certain stock options previously granted to Executive, and therefore, Executive and the Company intend that the Prior Agreement be amended and restated in its entirety and superseded in all respects by this Amended and Restated Employment Agreement dated as of February 5, 2008 (the “Agreement”), provided that the Agreement is (i) manually executed by Executive and Saul Fox, in his capacity as chairman of the Board of Directors (the “Board”) of the Company (the “Chairman”), and (ii) confirmed by the affirmative vote of a majority of the Board or a Committee acting on behalf of the Board.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 12th, 2006 • United America Indemnity, LTD • Fire, marine & casualty insurance
WHEREAS, United National Insurance Company (the “Company”), a Pennsylvania corporation, is party to an amended and restated executive employment agreement dated as of January 1, 2005 (the “Agreement”) with Richard S. March (the “Executive”);
EXHIBIT 10.17 October 14, 2004 Jon S. Saltzman 420 S. York Road Hatboro, PA 19040 Dear Jon: Reference is made to Executive Employment Agreement dated as of October 14, 2004 (the "Agreement") between you, Penn-America Group, Inc., its insurance...Executive Employment Agreement • March 16th, 2005 • United America Indemnity, LTD • Fire, marine & casualty insurance • York
If the Company terminates Executive's employment on or before the first anniversary date of the Closing, and if it shall be determined that as a result of such termination that any amount or benefit paid or distributed to the Executive pursuant to the Agreement, taken together with any amounts or benefits otherwise paid or distributed to the Executive in connection with the merger contemplated by the Agreement and Plan of Merger ("Merger Agreement"), dated as of the date hereof, by and among United National Group, Ltd., Cheltenham Acquisition Corp., U.N. Holdings II, Inc. (collectively, "UNGL") and the Company (collectively, the "Covered Payments"), would be an "excess parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would thereby subject the Executive to the tax (the "Excise Tax") imposed under Section 4999 of the Code (or any similar tax that may hereafter be imposed), then the Company will reimburse the Executive in an a
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 10th, 2006 • United America Indemnity, LTD • Fire, marine & casualty insurance
WHEREAS, United America Indemnity Group, Inc. (the “Company”) is party to an executive employment agreement dated as of February 15, 2006 (the “Agreement”) with Joseph Morris (the “Executive”);
SUBSCRIPTION AND BACKSTOP AGREEMENTSubscription and Backstop Agreement • March 17th, 2009 • United America Indemnity, LTD • Fire, marine & casualty insurance
THIS SUBSCRIPTION AND BACKSTOP AGREEMENT (this “Agreement”) is entered into as of this 16th day of March, 2009 by and among United America Indemnity, Ltd., a company organized and existing under the laws of the Cayman Islands (the “Company”), U.N. Holdings (Cayman) II, Ltd., a company organized and existing under the laws of the Cayman Islands (“Holdings”), and Fox Paine & Company, LLC, a Delaware limited liability company (the “Management Company”).
UNITED AMERICA INDEMNITYSeparation Agreement • May 3rd, 2005 • United America Indemnity, LTD • Fire, marine & casualty insurance
This agreement sets forth the terms and conditions of our agreement regarding your separation of employment from Penn-America Group, Inc. (the “Company”), United America Indemnity, Ltd. (“UAIL”) and all of their affiliates. Reference is made to the executive employment agreement dated as of October 14, 2004 between you and the Company (the “Employment Agreement”).
AMENDED AND RESTATED DEED OF GUARANTYDeed of Guaranty • March 30th, 2004 • United National Group LTD • Fire, marine & casualty insurance • Delaware
AMENDED AND RESTATED DEED OF GUARANTY (this “Amended and Restated Deed”) dated as of November 24, 2003, by and among UNITED NATIONAL GROUP, LTD., an exempted company formed with limited liability under the laws of the Cayman Islands (together with its successors and permitted assigns, the “Guarantor”), in favor of the holders of Senior Notes (as defined below) (together with their successors and permitted assigns, the “Senior Noteholders”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 17th, 2006 • United America Indemnity, LTD • Fire, marine & casualty insurance
THIS EXECUTIVE EMPLOYMENT AGREEMENT dated as of April 1, 2006, between Wind River Insurance Company (Bermuda), Ltd., a Bermuda corporation with its principal offices in Hamilton, Bermuda (the “Company”) and David R. Whiting, an individual residing at 3 Undina Watch Estate, Southampton, Bermuda (the “Executive”).
UAI logo]Chief Executive Officer Agreement • March 17th, 2005 • United America Indemnity, LTD • Fire, marine & casualty insurance
On February 7, 2005, you assumed the position of acting chief executive officer (“ACEO”) of United America Indemnity, Ltd. (including all subsidiaries, “UAI” or “Company”). The Board of Directors of UAI (the “Board”) extends to you its sincere appreciation for your willingness to serve as ACEO and heartily congratulates you on your appointment as ACEO. The purpose of this letter is to memorialize the agreement among the Company and you in respect of your appointment and service as ACEO.
FOX PAINE & COMPANY, LLC 950 Tower Lane Suite 1150 Foster City, California 94404Management Agreement • June 1st, 2006 • United America Indemnity, LTD • Fire, marine & casualty insurance
We refer to the Management Agreement, dated as of September 5, 2003, by and among United America Indemnity, Ltd., formerly Vigilant International, Ltd., an exempted company formed with limited liability under the laws of the Cayman Island (the “Company”), Fox Paine & Company, LLC, a Delaware limited liability company (“Fox Paine”) and Wind River Holdings, L.P., formerly The AMC Group, L.P., a Pennsylvania limited partnership (“Wind River”), whereby the Company contracted for certain services from each of Fox Paine and Wind River (the “Agreement”). Whereas the Company, Fox Paine and Wind River have agreed to amend the Agreement as set forth herein. Capitalized terms used herein, but not otherwise defined shall have the meanings ascribed to them in the Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreements • April 20th, 2006 • United America Indemnity, LTD • Fire, marine & casualty insurance
Amendment No. 1 to the Amended and Restated Shareholders Agreement, dated as of April 10, 2006, by and among United America Indemnity, Ltd., formerly United National Group, Ltd., an exempted company formed with limited liability under the laws of the Cayman Islands (the “Company”), U.N. Holdings (Cayman), Ltd., an exempted company formed with limited liability under the laws of the Cayman Islands (“Holdings”), those co-investment funds listed on the signature pages of this Agreement (the “Co-investment Funds,” and together with Holdings, the “FPC Shareholders”) and those trusts listed on the signature pages of this Agreement (the “Trusts”)
First Amendment to the Amended and Restated Employment Agreement RECITALSEmployment Agreement • August 17th, 2009 • United America Indemnity, LTD • Fire, marine & casualty insurance
On February 5, 2008 the Company and Executive amended the Prior Agreement in order to, among other things, provide for the cancellation and re-grant of certain stock options previously granted to Executive. The Prior Agreement was amended and restated in its entirety and superseded in all respects by an Amended and Restated Employment Agreement dated as of February 5, 2008 (the “Amended and Restated Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 30th, 2007 • United America Indemnity, LTD • Fire, marine & casualty insurance • Pennsylvania
THIS EXECUTIVE EMPLOYMENT AGREEMENT, dated as of the 26th day of November, 2007, is between Diamond State Insurance Company, a Pennsylvania corporation with its principal offices in Bala Cynwyd, PA (the “Company”) and David J. Myers, an individual residing at 1458 Quaker Ridge, West Chester, PA 19380 (the “Executive”).
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of December 15, 2003 among UNITED NATIONAL GROUP, LTD. and THE SHAREHOLDERS LISTED ON THE SIGNATURE PAGESShareholder Agreement • March 30th, 2004 • United National Group LTD • Fire, marine & casualty insurance • Delaware
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of December 15, 2003, by and among UNITED NATIONAL GROUP, LTD., an exempted company formed with limited liability under the laws of the Cayman Islands (the “Company”), U.N. HOLDINGS (CAYMAN), LTD. (“Holdings”), an exempted company formed with limited liability under the laws of the Cayman Islands, those co-investment funds listed on the signature pages of this Agreement (the “Co-investment Funds,” and together with Holdings, the “FPC Shareholders”) and those trusts listed on the signature pages of this Agreement (the “Trusts,” and together with the FPC Shareholders, the “Shareholders”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2010 • United America Indemnity, LTD • Fire, marine & casualty insurance
THIS EXECUTIVE EMPLOYMENT AGREEMENT, dated as of the 15th day of November, 2009, is between Wind River Reinsurance Company, Ltd., a Bermuda corporation with its principal offices in Hamilton, Bermuda (the “Company”) and Troy W. Santora, an individual residing at Woodbourne Place #7, 27 Woodbourne Avenue, Pembroke HM 08, Bermuda (the “Executive”).
Exhibit 4.2 AMENDED AND RESTATED DEED OF GUARANTY AMENDED AND RESTATED DEED OF GUARANTY (this "Amended and Restated Deed") dated as of November __, 2003, by and among UNITED NATIONAL GROUP, LTD., an exempted company formed with limited liability under...Deed of Guaranty • November 26th, 2003 • United National Group LTD • Fire, marine & casualty insurance • Delaware
Note and Guarantee AgreementNote and Guarantee Agreement • July 21st, 2005 • United America Indemnity, LTD • Fire, marine & casualty insurance • New York
Wind River Insurance Company, Ltd. Canon’s Court 22 Victoria Street Hamilton, BermudaSeparation Agreement • October 18th, 2005 • United America Indemnity, LTD • Fire, marine & casualty insurance • Pennsylvania
Set forth below are the terms and conditions of our agreement (“Agreement”), which is intended to be legally binding, regarding your separation of employment from Wind River Insurance Company, Ltd. (the “Company”) and its affiliates and your resignation from various directorships and related positions. Reference is made to the Second Amended and Restated Employment Agreement dated as of May 4, 2004 between you and Wind River Insurance Company (Bermuda), Ltd. (now Wind River Insurance Company, Ltd.) (the “Prior Agreement”).
Penn Independent Corporation 420 South York Road Hatboro, PA 19040Executive Employment Agreement • November 21st, 2005 • United America Indemnity, LTD • Fire, marine & casualty insurance
Reference is made to the Executive Employment Agreement, as amended (the “Agreement”) entered into as of October 18, 2004 between you and Penn Independent Corporation (the “Company”). This letter further amends the Agreement, effective as of the date hereof, and is intended to be legally binding:
Exhibit 4.1 THIS SENIOR NOTE WAS ISSUED IN A TRANSACTION THAT WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD EXCEPT IN A TRANSACTION REGISTERED UNDER SUCH ACT AND...Senior Note Agreement • November 26th, 2003 • United National Group LTD • Fire, marine & casualty insurance
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2006 • United America Indemnity, LTD • Fire, marine & casualty insurance • Pennsylvania
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, dated as of February 15, 2006 (the “Effective Date”), is between Penn Independent Corporation, a Pennsylvania corporation with its principal offices in Hatboro, PA (the “Company”) and Robert Cohen, an individual residing at 622 Chatsworth Drive, Ambler, PA 19002 (the “Executive”).
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 10th, 2009 • United America Indemnity, LTD • Fire, marine & casualty insurance
This is an Amendment, dated as of July 30, 2008, to an Executive Employment Agreement (also referred to herein as the “Agreement”) signed on June 27, 2008 by the Executive and to be effective as of the 28th day of July 2008 between United National Insurance Company (the “Company”) and J. Scott Reynolds, an individual residing at 20619 Bethel Church Road, Cornelius, NC 28031 (the “Executive”).
