August 14, 2009Letter Agreement • August 21st, 2009 • Penn Millers Holding Corp • Fire, marine & casualty insurance • Pennsylvania
It is with great pleasure that we extend an offer setting forth the following terms for your continued employment with PMMHC Corporation, (the “MHC”), Penn Millers Holding Corporation (the “Holding Corporation”), and Penn Millers Insurance Company, (the “Insurance Company”) (the Holding Corporation and the Insurance Company are sometimes referred to collectively or individually, as the context requires, as the “Company,” and the MHC, the Holding Corporation, and the Insurance Company, and their direct and indirect subsidiaries, are sometimes referred to collectively as the “Penn Millers System”).
PENN MILLERS HOLDING CORPORATION Up to 6,772,221 Shares COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT September 9, 2009Agency Agreement • September 11th, 2009 • Penn Millers Holding Corp • Fire, marine & casualty insurance • Pennsylvania
Penn Millers Holding Corporation, a Pennsylvania corporation (“HoldCo”), Penn Millers Mutual Holding Company, a Pennsylvania mutual insurance holding company (in both mutual and converted stock form, “PMMHC”), PMHC Corp., a Pennsylvania corporation (“PMHC”), and Penn Millers Insurance Company, a Pennsylvania corporation (“PMIC,” and together with HoldCo, PMMHC and PMHC, the “Primary Parties”), hereby confirm, jointly and severally, their agreement (the “Agreement”) with Griffin Financial Group, LLC (the “Agent”), as follows:
AGREEMENT AND PLAN OF MERGER among ACE AMERICAN INSURANCE COMPANY, PANTHER ACQUISITION CORP. and PENN MILLERS HOLDING CORPORATION dated as of September 7, 2011Agreement and Plan of Merger • September 9th, 2011 • Penn Millers Holding Corp • Fire, marine & casualty insurance • Pennsylvania
AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2011 (this “Agreement”), among ACE AMERICAN INSURANCE COMPANY, a Pennsylvania domestic stock insurance company (“Parent”), PANTHER ACQUISITION CORP., a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and PENN MILLERS HOLDING CORPORATION, a Pennsylvania corporation (the “Company”).
PENN MILLERS STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT FOR INCENTIVE STOCK OPTION BETWEEN PENN MILLERS HOLDING CORPORATION AND (the Optionholder)Stock Option Agreement • May 14th, 2010 • Penn Millers Holding Corp • Fire, marine & casualty insurance
PENN MILLERS STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT FOR NONQUALIFIED STOCK OPTION FOR NON-MANAGEMENT DIRECTORS BETWEEN PENN MILLERS HOLDING CORPORATION AND (the Optionholder)Nonqualified Stock Option Agreement • May 14th, 2010 • Penn Millers Holding Corp • Fire, marine & casualty insurance
PENN MILLERS STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT FOR NONQUALIFIED STOCK OPTION FOR NON-MANAGEMENT DIRECTORS BETWEEN PENN MILLERS HOLDING CORPORATION AND (the Optionholder)Nonqualified Stock Option Agreement • August 12th, 2011 • Penn Millers Holding Corp • Fire, marine & casualty insurance
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 21st, 2009 • Penn Millers Holding Corp • Fire, marine & casualty insurance • Pennsylvania
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 14th day of August 2009, by and between PMMHC CORPORATION, a Pennsylvania business corporation (the “MHC”), PENN MILLERS HOLDING CORPORATION, a Pennsylvania business corporation (the “Holding Corporation”), and PENN MILLERS INSURANCE COMPANY, a Pennsylvania property and casualty stock insurance company (the “Insurance Company”) (the Holding Corporation and the Insurance Company herein shall be referred to as the “Company,” collectively or each of them individually, as the context so requires) all with offices at 72 North Franklin Street, Wilkes-Barre, PA 18773-0016 (the MHC, the Holding Corporation, and the Insurance Company, and their direct and indirect subsidiaries, are sometimes referred to collectively herein as the “Penn Millers System”), and DOUGLAS GAUDET, an adult individual residing at 325 Bulford Road, Shavertown, PA 18798 (“Executive”).
UMBRELLA QUOTA SHARE REINSURANCE CONTRACT EFFECTIVE JANUARY 1, 2009 issued to PENN MILLERS INSURANCE COMPANY AMERICAN MILLERS INSURANCE COMPANY WILKES BARRE, PENNSYLVANIA (hereinafter called the “Company”) by PARTNER REINSURANCE COMPANY OF THE U.S....Umbrella Quota Share Reinsurance Contract • April 30th, 2009 • Penn Millers Holding Corp • Fire, marine & casualty insurance
Under the terms of this Contract the above Reinsurer agrees to assume severally and not jointly with other participants
August 14, 2009Employment Agreement • August 21st, 2009 • Penn Millers Holding Corp • Fire, marine & casualty insurance • Pennsylvania
It is with great pleasure that we extend an offer setting forth the following terms for your continued employment with PMMHC Corporation, (the “MHC”), Penn Millers Holding Corporation (the “Holding Corporation”), and Penn Millers Insurance Company, (the “Insurance Company”) (the Holding Corporation and the Insurance Company are sometimes referred to collectively or individually, as the context requires, as the “Company,” and the MHC, the Holding Corporation, and the Insurance Company, and their direct and indirect subsidiaries, are sometimes referred to collectively as the “Penn Millers System”).
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • January 26th, 2009 • Penn Millers Holding Corp • Pennsylvania
This Separation and General Release Agreement (hereinafter referred to as “Agreement”) is made this day 10th of November, 2008, by and between FRANK JOANLANNE (hereinafter referred to as “Executive”) and PENN MILLERS INSURANCE COMPANY (“Penn Millers”). Penn Millers, and its subsidiaries and affiliates, past and present, together with their directors, officers, agents, employees, stockholders, representatives, assigns, and successors, past and present, and each of them whether in such capacity, individually or in any other capacity are collectively hereinafter referred to as “Penn Millers Parties”, and such term shall be construed as inclusive of as many of the foregoing entities and individuals as may be applicable.
Re: Letter AgreementEmployment Agreement • February 9th, 2010 • Penn Millers Holding Corp • Fire, marine & casualty insurance • Pennsylvania
It is with great pleasure that we extend an offer setting forth the following terms for your employment with PMMHC Corporation, (the “MHC”), Penn Millers Holding Corporation (the “Holding Corporation”), and Penn Millers Insurance Company, (the “Insurance Company”) (the Holding Corporation and the Insurance Company are sometimes referred to collectively or individually, as the context requires, as the “Company,” and the MHC, the Holding Corporation, and the Insurance Company, and their direct and indirect subsidiaries, are sometimes referred to collectively as the “Penn Millers System”).
PENN MILLERS STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT BETWEEN PENN MILLERS HOLDING CORPORATION AND (the Employee)Restricted Stock Agreement • May 14th, 2010 • Penn Millers Holding Corp • Fire, marine & casualty insurance • Pennsylvania
PROPERTY CATASTROPHE EXCESS OF LOSS REINSURANCE CONTRACT EFFECTIVE JANUARY 1, 2009 between PENN MILLERS INSURANCE COMPANY AMERICAN MILLERS INSURANCE COMPANY WILKES BARRE, PENNSYLVANIA (hereinafter called the “Company”) by THE UNDERWRITERS AT LLOYD’S...Property Catastrophe Excess of Loss Reinsurance Contract • April 30th, 2009 • Penn Millers Holding Corp • Fire, marine & casualty insurance
of the liability described in the attached Contract and, as consideration, the above Reinsurers shall receive the same proportionate share of the premium named therein.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 26th, 2009 • Penn Millers Holding Corp • Pennsylvania
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) made as of January 1, 2006, by and between: Penn Millers Mutual Holding Company, a Pennsylvania non- stock corporation (the “MHC”), Penn Millers Holding Corporation, a Pennsylvania business corporation (the “Holding Corporation”) and Penn Millers Insurance Company, a Pennsylvania property and casualty stock insurance company (the “Insurance Company”) all with offices at 72 North Franklin Street, Wilkes-Barre, PA 18773-0016. The MHC, the Holding Corporation and the Insurance Company, and their direct and indirect subsidiaries, are sometimes referred to collectively herein as the “Penn Millers System”,
PROPERTY EXCESS OF LOSS REINSURANCE CONTRACT EFFECTIVE JANUARY 1, 2009 between PENN MILLERS INSURANCE COMPANY AMERICAN MILLERS INSURANCE COMPANY WILKES-BARRE, PENNSYLVANIA (hereinafter called the “Company”) by THE UNDERWRITERS AT LLOYD’S who are...Property Excess of Loss Reinsurance Contract • April 30th, 2009 • Penn Millers Holding Corp • Fire, marine & casualty insurance
of the liability described in the attached Contract and, as consideration, the above Reinsurers shall receive the same proportionate share of the premium named therein.
PENN MILLERS STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT BETWEEN PENN MILLERS HOLDING CORPORATION AND (the Employee)Restricted Stock Unit Agreement • May 14th, 2010 • Penn Millers Holding Corp • Fire, marine & casualty insurance • Pennsylvania
ESCROW AGREEMENTEscrow Agreement • August 21st, 2009 • Penn Millers Holding Corp • Fire, marine & casualty insurance • Delaware
THIS AGREEMENT (the “Agreement”) is entered into this ___ day of August, 2009, by and between PENN MILLERS HOLDING CORPORATION, a Pennsylvania corporation (“Company”), and CHRISTIANA BANK & TRUST COMPANY, a Delaware banking corporation (the “Escrow Agent”).
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • January 26th, 2009 • Penn Millers Holding Corp • Pennsylvania
This Separation and General Release Agreement (hereinafter referred to as “Agreement”) Is made this 4th day of January, 2008 by and between WILLIAM J. SPENCER, JR. (hereinafter referred to as “Executive’ and EASTERN INSURANCE GROUP (“EIG”), and PENN MILLERS MUTUAL HOLDING COMPANY (“PMMHC”). EIG, PMMHC, Penn Millers Insurance Company, Penn Millers Holding Corporation, Penn Software & Technologies Services, Inc, and their respective subsidiaries and affiliates, past and present, together with their directors, officers, agents, employees, stockholders, representatives, assigns, and successors, past and present, and each of them whether in such capacity, individually or in any other capacity are collectively hereinafter referred to as “Penn Millers”, and such term shall be construed as inclusive of as many of the foregoing entities and individuals as may be applicable.
CASUALTY EXCESS OF LOSS REINSURANCE CONTRACT EFFECTIVE JANUARY 1, 2009 between PENN MILLERS INSURANCE COMPANY AMERICAN MILLERS INSURANCE COMPANY (hereinafter called the “Company”) by THE UNDERWRITERS AT LLOYD’S who are signatories hereto, each for the...Casualty Excess of Loss Reinsurance Contract • April 30th, 2009 • Penn Millers Holding Corp • Fire, marine & casualty insurance
of the liability described in the attached Contract and, as consideration, the above Reinsurers shall receive the same proportionate share of the premium named therein.
