EQUITY PACKAGE: 200,000 UNGL SHARES AND STOCK OPTIONS: Until the earlier to occur of the consummation of the IPO and February 29, 2004, the Executive will have the opportunity to purchase up to 33,333 shares of stock at the IPO price, to be fully...Employment Agreement • November 26th, 2003 • United National Group LTD • Fire, marine & casualty insurance
Contract Type FiledNovember 26th, 2003 Company IndustryWe are very pleased to offer you ("Executive") the opportunity to join United National Group, Ltd. as Chief Executive Officer, as further outlined in the term sheet below:
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
Contract Type FiledMarch 16th, 2005 Company Industry Jurisdiction
EXHIBIT 10.1 AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • November 26th, 2003 • United National Group LTD • Fire, marine & casualty insurance • Delaware
Contract Type FiledNovember 26th, 2003 Company Industry Jurisdiction
EXHIBIT 10.6Employment Agreement • October 28th, 2003 • United National Group LTD • Fire, marine & casualty insurance • Pennsylvania
Contract Type FiledOctober 28th, 2003 Company Industry Jurisdiction
FOX PAINE & COMPANY, LLC 950 Tower Lane Suite 1150 Foster City, California 94404United National Group LTD • October 28th, 2003 • Fire, marine & casualty insurance • New York
Company FiledOctober 28th, 2003 Industry JurisdictionWe 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
EXHIBIT 2.1 AMENDED AND RESTATED INVESTMENT AGREEMENTInvestment Agreement • October 28th, 2003 • United National Group LTD • Fire, marine & casualty insurance • New York
Contract Type FiledOctober 28th, 2003 Company Industry Jurisdiction
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
Contract Type FiledDecember 15th, 2003 Company Industry Jurisdiction
EXHIBIT 10.9Employment Agreement • October 28th, 2003 • United National Group LTD • Fire, marine & casualty insurance • Pennsylvania
Contract Type FiledOctober 28th, 2003 Company Industry Jurisdiction
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2005 • United America Indemnity, LTD • Fire, marine & casualty insurance
Contract Type FiledMarch 16th, 2005 Company Industry
DATED AS OFStock Purchase Agreement • October 15th, 2004 • United National Group LTD • Fire, marine & casualty insurance • Pennsylvania
Contract Type FiledOctober 15th, 2004 Company Industry Jurisdiction
RECITAL:Executive Employment Agreement • March 16th, 2005 • United America Indemnity, LTD • Fire, marine & casualty insurance • Pennsylvania
Contract Type FiledMarch 16th, 2005 Company Industry Jurisdiction
DATED AS OFStock Purchase Agreement • October 15th, 2004 • United National Group LTD • Fire, marine & casualty insurance • Pennsylvania
Contract Type FiledOctober 15th, 2004 Company Industry Jurisdiction
EXHIBIT 10.22 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2005 • United America Indemnity, LTD • Fire, marine & casualty insurance
Contract Type FiledMarch 16th, 2005 Company Industry
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...United National Group LTD • November 26th, 2003 • Fire, marine & casualty insurance • Delaware
Company FiledNovember 26th, 2003 Industry Jurisdiction
DATED AS OFManagement Shareholders' Agreement • October 28th, 2003 • United National Group LTD • Fire, marine & casualty insurance • Delaware
Contract Type FiledOctober 28th, 2003 Company Industry Jurisdiction
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 12th, 2005 • United America Indemnity, LTD • Fire, marine & casualty insurance • Pennsylvania
Contract Type FiledApril 12th, 2005 Company Industry JurisdictionTHIS 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
Contract Type FiledMarch 16th, 2010 Company IndustryTHIS 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”).
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 12th, 2006 • United America Indemnity, LTD • Fire, marine & casualty insurance
Contract Type FiledJanuary 12th, 2006 Company IndustryWHEREAS, 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”);
Larry A. Frakes President and Chief Operating Officer United America Indemnity, Ltd.Time Vesting Share Option Agreement • May 10th, 2007 • United America Indemnity, LTD • Fire, marine & casualty insurance • New York
Contract Type FiledMay 10th, 2007 Company Industry JurisdictionThis document sets forth the agreement between Larry A. Frakes (“Executive”) and United America Indemnity, Ltd. (the “Company”) regarding all matters relating to Executive’s employment by the Company, but shall constitute the legally binding agreement of Executive and the Company (the “Agreement”) if and only if it (1) is 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 Chief Executive Officer (the “CEO”), and (ii) is 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 • May 10th, 2006 • United America Indemnity, LTD • Fire, marine & casualty insurance
Contract Type FiledMay 10th, 2006 Company IndustryWHEREAS, 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
Contract Type FiledMarch 17th, 2009 Company IndustryTHIS 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 INDEMNITYUnited America Indemnity, LTD • May 3rd, 2005 • Fire, marine & casualty insurance
Company FiledMay 3rd, 2005 IndustryThis 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
Contract Type FiledMarch 30th, 2004 Company Industry JurisdictionAMENDED 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”).
Larry A. Frakes President and Chief Executive Officer United America Indemnity, Ltd. Amended and Restated Employment Agreement RECITALSPerformance Vesting Share Option Agreement • February 8th, 2008 • United America Indemnity, LTD • Fire, marine & casualty insurance • New York
Contract Type FiledFebruary 8th, 2008 Company Industry JurisdictionThe 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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 17th, 2006 • United America Indemnity, LTD • Fire, marine & casualty insurance
Contract Type FiledMay 17th, 2006 Company IndustryTHIS 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]United America Indemnity, LTD • March 17th, 2005 • Fire, marine & casualty insurance
Company FiledMarch 17th, 2005 IndustryOn 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
Contract Type FiledJune 1st, 2006 Company IndustryWe 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.
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...Employment Agreement • March 16th, 2005 • United America Indemnity, LTD • Fire, marine & casualty insurance • York
Contract Type FiledMarch 16th, 2005 Company Industry JurisdictionIf 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 NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • April 20th, 2006 • United America Indemnity, LTD • Fire, marine & casualty insurance
Contract Type FiledApril 20th, 2006 Company IndustryAmendment 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
Contract Type FiledAugust 17th, 2009 Company IndustryOn 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
Contract Type FiledNovember 30th, 2007 Company Industry JurisdictionTHIS 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 PAGESShareholders Agreement • March 30th, 2004 • United National Group LTD • Fire, marine & casualty insurance • Delaware
Contract Type FiledMarch 30th, 2004 Company Industry JurisdictionAMENDED 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
Contract Type FiledMarch 16th, 2010 Company IndustryTHIS 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”).
Note and Guarantee AgreementUnited America Indemnity, LTD • July 21st, 2005 • Fire, marine & casualty insurance • New York
Company FiledJuly 21st, 2005 Industry Jurisdiction
Wind River Insurance Company, Ltd. Canon’s Court 22 Victoria Street Hamilton, BermudaUnited America Indemnity, LTD • October 18th, 2005 • Fire, marine & casualty insurance • Pennsylvania
Company FiledOctober 18th, 2005 Industry JurisdictionSet 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”).