EXHIBIT 10.24 REINSURANCE AGREEMENT NO. 60-2110-0 QUOTA SHARE REINSURANCE AGREEMENT (hereinafter referred to as the "AGREEMENT") between EMPIRE FIRE AND MARINE INSURANCE COMPANY Omaha, Nebraska EMPIRE INDEMNITY COMPANY Oklahoma City, Oklahoma (herein...Reinsurance Agreement • August 14th, 1997 • First Mercury Financial Corp • Fire, marine & casualty insurance
EXHIBIT 10.22 TRUST AGREEMENTTrust Agreement • March 31st, 1997 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
ARTICLE 1Withdrawal Agreement • November 14th, 1996 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
First Mercury Financial Corporation (a Delaware Corporation) 3,301,260 Shares1 Common Stock ($0.01 par value ) Underwriting AgreementUnderwriting Agreement • June 14th, 2007 • First Mercury Financial Corp • Fire, marine & casualty insurance • New York
First Mercury Financial Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 200,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company and, at the option of the Underwriters, up to an additional 495,189 shares of Common Stock of the Company, and Glencoe Capital, LLC, Jerome M. Shaw, William S. Weaver and Thomas B. Dulapa (collectively, the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 3,101,260 shares of Common Stock of the Company. The aggregate of 3,301,260 shares of Common Stock of the Company to be sold by the Company and the Selling Stockholders are herein referred to as the “Underwritten Shares” and the aggregate of 495,189 shares of Common Stock of the Company to be sold by the Company at the option of the Underwriters are here
First Mercury Financial Corporation (a Delaware Corporation) [•] Shares1 Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • October 17th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • New York
First Mercury Financial Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock.”
FIRST MERCURY FINANCIAL CORPORATION STOCK COMPENSATION PLANStock Compensation Plan • October 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Michigan
AGREEMENT AND PLAN OF MERGER among FAIRFAX FINANCIAL HOLDINGS LIMITED, FAIRFAX INVESTMENTS III USA CORP. and FIRST MERCURY FINANCIAL CORPORATION dated as of October 28, 2010Agreement and Plan of Merger • November 1st, 2010 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 28, 2010 (this “Agreement”), among Fairfax Financial Holdings Limited, a Canadian corporation (“Parent”), Fairfax Investments III USA Corp., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and First Mercury Financial Corporation, a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • November 1st, 2010 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
THIS VOTING AGREEMENT, dated as of October 28, 2010 (this “Agreement”), between Fairfax Financial Holdings Limited, a Canadian corporation (“Parent”), and Jerome M. Shaw (the “Stockholder”), solely in Stockholder’s capacity as an owner of common stock, par value $0.01 per share (“Company Common Stock”) of the Company.
INDENTURE Between FIRST MERCURY FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY AS TRUSTEE Dated as of May 26, 2004 FLOATING RATE JUNIOR SUBORDINATED DEBENTURES DUE 2034Indenture • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • New York
THIS INDENTURE, dated as of May 24, 2004, between First Mercury Financial Corporation, a Delaware corporation (hereinafter sometimes called the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinafter sometimes called the “Trustee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2007 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of this 17th day of October, 2006 by and among First Mercury Financial Corporation, a Delaware corporation (together with any successor thereto, the “Company”), and the stockholders whose names are set forth under the heading “Stockholders” on the signature pages hereto (the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 6th day of November, 2003, by and between FIRST MERCURY FINANCIAL CORPORATION, a Delaware corporation (“Employer”), and RICHARD H. SMITH (“Employee”).
GUARANTEE AGREEMENT by and between FIRST MERCURY FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY Dated as of December 14, 2006Guarantee Agreement • December 19th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of December 14, 2006, is executed and delivered by First Mercury Financial Corporation, a Delaware corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of First Mercury Capital Trust III, a Delaware statutory trust (the “Issuer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
THIS AGREEMENT, made and entered into this 7th day of June, 2004 (“Agreement”), by and between First Mercury Financial Corporation, a Delaware corporation (the “Company”), and Steven Shapiro (“Indemnitee”):
Credit AgreementCredit Agreement • October 17th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Michigan
For purposes of determining the Applicable Margin, the Applicable Margin will be adjusted, if necessary, quarterly as of the 1st day of month following the month in which the Lender receives the financial statements required under Section 5.4(b) for each of the first three fiscal quarters of each fiscal year and under Section 5.4(d) for the last fiscal quarter of each fiscal year, based on the Leverage Ratio as of the most recently ended fiscal quarter of the Company, provided that upon the occurrence and during the continuance of any Event of Default or Default the Applicable Margin shall be as set forth in column III above. As of the Effective Date the Applicable Margin shall be as set forth in column I above.
NON-COMPETITION AND CONFIDENTIALITY AGREEMENTNon-Competition and Confidentiality Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
This Non-Competition and Confidentiality Agreement the (“Agreement”) is dated August 17, 2005, and is effective as of August 17, 2005 (the “Effective Date”), by and between First Mercury Holdings, Inc., a Delaware corporation (“Holdings”), and Jerome M. Shaw (“Stockholder”).
FIRST MERCURY FINANCIAL CORPORATION SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT MARCH 1, 2004Series a Convertible Preferred Stock Purchase Agreement • October 4th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
STOCK CONTRIBUTION AGREEMENTStock Contribution Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
This Stock Contribution Agreement (this “Agreement”) is entered into as of August 17, 2005, by and among First Mercury Holdings, Inc., a Delaware corporation (“Holdings”), First Mercury Financial Corporation, a Delaware corporation (the “Company”), FMFC Holdings, LLC, a Delaware limited liability company (the “GC-Holdings”), Jerome M. Shaw (“Mr. Shaw”), William S. Weaver (“Mr. Weaver”) each of the individuals set forth under the heading “Managers” on the signature pages hereto (each, a “Manager” and collectively, the “Managers”), and each of the individuals set forth under the heading “Selling Shareholders” on the signature pages hereto (each, a “Selling Shareholder” and collectively, the “Selling Shareholders”). GC-Holdings, Mr. Shaw, Mr. Weaver, the Managers and the Selling Shareholders are sometimes referred to herein as “Contributors”.
EMPLOYMENT AGREEMENTEmployment Agreement • August 27th, 2007 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
This Employment Agreement is made and entered into as of the Effective Date (as defined below) by and between First Mercury Financial Corporation, a Delaware corporation having its principal place of business in Southfield, Michigan (“Company”), and Richard H. Smith, a resident of the State of Michigan (“Executive”).
TERMINATION AGREEMENTTermination Agreement • October 15th, 2008 • First Mercury Financial Corp • Fire, marine & casualty insurance • Michigan
THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of the 9th day of October, by and between First Mercury Financial Corporation, a Delaware corporation (the “Company”), and Jerome M. Shaw (“Consultant”).
STOCKHOLDERS AGREEMENTStockholders Agreement • October 4th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
This Stockholders Agreement (this “Agreement”) is made as of this 17thday of August, 2005 by and among First Mercury Holdings, Inc., a Delaware corporation (together with any successor thereto, the “Company”), the Investors, the Management Common Stockholders and the Additional Common Stockholders (each as defined below).
SERVICES AGREEMENT (Glencoe Capital, LLC)Services Agreement • October 4th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
THIS SERVICES AGREEMENT (this “Agreement”), dated as of May 25, 2005, is made and entered into between FIRST HOME FINANCIAL CORPORATION, a Delaware corporation (the “Company”), and GLENCOE CAPITAL, LLC, an Illinois limited liability company (“Glencoe Capital”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of this 7th day of June, 2004 by and among First Mercury Financial Corporation, a Delaware corporation (together with any successor thereto, the “Company”), and FMFC Holdings, LLC, a Delaware limited liability company (the “Investor”).
STOCK PURCHASE AND REDEMPTION AGREEMENTStock Purchase and Redemption Agreement • October 17th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
This Stock Purchase and Redemption Agreement (the “Agreement”) is entered into as of September 29, 2006, by and between First Mercury Holdings, Inc., a Delaware corporation (the “Company”), and William S. Weaver, an individual (“Seller”). The Company and the Seller are referred to collectively herein as the “Parties.”
CREDIT AGREEMENT DATED AS OF MAY 8, 2006 AMONG FIRST MERCURY FINANCIAL CORPORATION, THE GUARANTORS AND JPMORGAN CHASE BANK, N.A.Credit Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Michigan
For purposes of determining the Applicable Margin, the Applicable Margin will be adjusted, if necessary, quarterly as of the 1st day of month following the month in which the Lender receives the financial statements required under Section 5.4(b) for each of the first three fiscal quarters of each fiscal year and under Section 5.4(d) for the last fiscal quarter of each fiscal year, based on the Leverage Ratio as of the most recently ended fiscal quarter of the Company, provided that upon the occurrence and during the continuance of any Event of Default or Default the Applicable Margin shall be as set forth in column III above. As of the Effective Date the Applicable Margin shall be as set forth in column I above. Notwithstanding the foregoing, if the Company provides cash collateral or marketable securities acceptable to the Lender at a appropriate margin level acceptable to the Lender as collateral for the Advances, the Applicable Margin for the purposes of commitment fees under §2.7(a
GLENCOE MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 4th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
This Glencoe Management Services Agreement (this “Glencoe Services Agreement”), is made and entered into as of June 7, 2004, between First Mercury Financial Corporation, a Delaware corporation (the “Company”), and Glencoe Capital, LLC, an Illinois limited liability company (“Glencoe”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Series A Convertible Preferred Stock Purchase Agreement, dated March 1, 2004 (the “Purchase Agreement”), by and between the Company and FMFC Holdings, LLC, a Delaware limited liability company (the “Investor”).
EXHIBIT 10.23 ADMINISTRATIVE AND FINANCIAL MANAGEMENT AGREEMENT THIS AGREEMENT is entered into as of the 24th day of December, 1996, by and between First Mercury Insurance Company ("First Mercury"), an Illinois insurance corporation, and Mercury...Administrative and Financial Management Agreement • March 31st, 1997 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
CONSULTING AGREEMENTConsulting Agreement • October 17th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Michigan
THIS CONSULTING AGREEMENT (the “Agreement”) is dated October 17, 2006, by and between First Mercury Financial Corporation, a Delaware corporation (the “Company”), and Jerome M. Shaw (“Consultant”).
CREDIT AGREEMENT DATED AS OF OCTOBER 18, 2006 AMONG FIRST MERCURY FINANCIAL CORPORATION, THE GUARANTORS AND JPMORGAN CHASE BANK, N.A.Credit Agreement • November 14th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Michigan
For purposes of determining the Applicable Margin, the Applicable Margin will be adjusted, if necessary, quarterly as of the 1st day of month following the month in which the Lender receives the financial statements required under Section 5.4(b) for each of the first three fiscal quarters of each fiscal year and under Section 5.4(d) for the last fiscal quarter of each fiscal year, based on the Leverage Ratio as of the most recently ended fiscal quarter of the Company, provided that upon the occurrence and during the continuance of any Event of Default or Default the Applicable Margin shall be as set forth in column III above. As of the Effective Date the Applicable Margin shall be as set forth in column I above.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 14th, 2009 • First Mercury Financial Corp • Fire, marine & casualty insurance • Michigan
This Executive Employment Agreement (this “Agreement”), is made this 10th day of December, 2009 (the “Effective Date”) between First Mercury Financial Corporation (the “Company”) and John A. Marazza (“Executive”).
NON-COMPETITION AND CONFIDENTIALITY AGREEMENTNon-Competition and Confidentiality Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Delaware
This Non-Competition and Confidentiality Agreement the (“Agreement”) is dated June 14, 2004, and is effective as of June 14, 2004 (the “Effective Date”), by and between American Risk Pooling Consultants, Inc., a Michigan corporation (the “Company”), and Jerome M. Shaw (“Stockholder”).
NON-COMPETITION AND CONFIDENTIALITY AGREEMENTNon-Competition and Confidentiality Agreement • August 23rd, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
This Non-Competition and Confidentiality Agreement the (“Agreement”) is dated June 7, 2004, and is effective as of June 7, 2004 (the “Effective Date”), by and between First Financial Corporation, a Delaware corporation (“Holdings”), and Jerome M. Shaw (“Stockholder”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of May 25, 2005, by and between First Mercury Financial Corporation, a Delaware corporation (“Employer”), and Richard H. Smith (“Employee”).
GUARANTEE AGREEMENT by and between FIRST MERCURY FINANCIAL CORPORATION and WILMINGTON TRUST COMPANY Dated as of September 26, 2007Guarantee Agreement • September 27th, 2007 • First Mercury Financial Corp • Fire, marine & casualty insurance • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of September 26, 2007, is executed and delivered by First Mercury Financial Corporation, a Delaware corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of First Mercury Capital Trust IV, a Delaware statutory trust (the “Issuer”).
FIRST MERCURY HOLDINGS, INC. RESTRICTED STOCK GRANT NOTICE AND AGREEMENTRestricted Stock Grant Agreement • October 17th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Michigan
This grant of Restricted Stock is made this 4th day of October 2006 (“Award Date”), by First Mercury Holdings, Inc. (the “Company”) to John A. Marazza (the “Grantee” or “you”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2006 • First Mercury Financial Corp • Fire, marine & casualty insurance • Illinois
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated August 17, 2005 and is effective as of August 17, 2005 (the “Effective Date”), by and between First Mercury Financial Corporation, a Delaware corporation (the “Company”), and Jerome M. Shaw (“Executive”). In satisfaction of a condition to the Stock Contribution Agreement dated as of August 17, 2005 by and among the Company, Executive, First Mercury Holdings, Inc., a Delaware corporation (“Holdings”), FMFC Holdings, LLC, a Delaware limited liability company, and the other signatories thereto, this Agreement amends and restates in its entirety that certain Employment Agreement by and between the Company and the Executive effective as of July 7, 2004.
