WITNESSETH:Indemnification Agreement • November 12th, 2004 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New Jersey
PROFORMANCE INSURANCE COMPANY EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this ____ day of October, 2004 by and between Proformance Insurance Company, a New Jersey corporation (the "Company"), and Peter A. Cappello, Jr....Employment Agreement • November 12th, 2004 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New Jersey
EXHIBIT C March 9, 2008 The Board of Directors National Atlantic Holdings Corporation 4 Paragon Way Freehold, New Jersey 07728 Members of the Board of Directors: We understand that National Atlantic Holdings Corporation ("NAHC") proposes to enter into...Agreement and Plan of Merger • April 17th, 2008 • National Atlantic Holdings Corp • Fire, marine & casualty insurance
6,650,000 Shares (a) Common Stock (No Par Value Per Share)Underwriting Agreement • May 24th, 2005 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New York
6,650,000 Shares(a) Common Stock (No Par Value Per Share)Underwriting Agreement • January 14th, 2005 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New York
B-1Voting Agreement • May 23rd, 2008 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New Jersey
EXHIBIT A AGREEMENT AND PLAN OF MERGER Dated as of March 13, 2008Merger Agreement • April 17th, 2008 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New York
AGENCY AGREEMENTAgency Agreement • January 14th, 2005 • National Atlantic Holdings Corp • Fire, marine & casualty insurance
This Agreement is effective / / , between (the “Agent”) having an address at: and THE PROFORMANCE INSURANCE COMPANY, Freehold New Jersey, 07728 (the “Company”).
AGREEMENT ---------Commutation and Release Agreement • January 14th, 2005 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New Jersey
December 7, 2004 Dan R. Carmichael President and Chief Executive Officer The Ohio Casualty Insurance Company Ohio Casualty of New Jersey, Inc. 9450 Seward Road Fairfield, OH 45014 Re: Letter Agreement Dear Mr. Carmichael:Letter Agreement • January 14th, 2005 • National Atlantic Holdings Corp • Fire, marine & casualty insurance
Reference is hereby made to the letter agreement (the “Letter Agreement”), dated as of July 7, 2004, by and among National Atlantic Holdings Corporation (“NAHC”), Proformance Insurance Company (“Proformance”), The Ohio Casualty Insurance Company (“OCIC”) and Ohio Casualty of New Jersey, Inc. (“OCNJ”). Defined terms used herein shall have the meanings ascribed thereto in the Letter Agreement.
NEW JERSEY PERSONAL AUTOMOBILE INSURANCE PLAN LIMITED ASSIGNMENT DISTRIBUTION (LAD) AGREEMENT BETWEEN AUTOONE INSURANCE COMPANY (LAD CARRIER) AND PROFORMANCE INSURANCE COMPANY (BUY-OUT COMPANY)Limited Assignment Distribution Agreement • July 30th, 2004 • National Atlantic Holdings Corp
Subject to approval by the Personal Automobile Insurance Plan (PAIP or Plan) Governing Committee, and subject to payments specified below, AutoOne Insurance Company (formerly known as General Assurance Company (LAD Carrier) agrees to assume the assignment obligation of the Proformance Insurance Company (Buy-Out Company) only with respect to the recently acquired Sentry Insurance A Mutual Company and Metropolitan Property and Casualty Insurance Company (formerly US Fidelity & Guaranty Co.) books of business (Defined Assignment Obligations). The LAD Carrier and Buy-Out Company agree further that:
NATIONAL ATLANTIC HOLDINGS CORPORATION NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • September 23rd, 2005 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New Jersey
This Agreement, effective as of September 19, 2005, by and between National Atlantic Holdings Corporation, a corporation organized under the laws of the State of New Jersey (the “Company”), and the Estate of Frank P. Campion (the “Optionee”).
REPLACEMENT CARRIER AGREEMENTReplacement Carrier Agreement • July 30th, 2004 • National Atlantic Holdings Corp • New Jersey
This Replacement Carrier Agreement (“Agreement”) is entered into this the 8th day of December, 2003, by Metropolitan Property and Casualty Insurance Company (“Met P&C”), a Rhode Island domestic property and casualty insurance company with offices at 700 Quaker Lane, Warwick, Rhode Island 02887 and Proformance Insurance Company (“Proformance”), a New Jersey domestic property and casualty insurance company with offices at 4 Paragon Way, Freehold, New Jersey 07728, and Proformance’s parent, National Atlantic Holdings Corp. (“NAHC”), a New Jersey insurance holding company corporation with offices at the same address.
NATIONAL ATLANTIC HOLDINGS CORPORATION EMPLOYEE STOCK OPTION AGREEMENTEmployee Stock Option Agreement • September 23rd, 2005 • National Atlantic Holdings Corp • Fire, marine & casualty insurance
This Agreement, made this of by and between National Atlantic Holdings Corporation, a corporation organized under the laws of the State of New Jersey (the “Company”), and (the “Optionee”).
FIRST AMENDMENT TO REPLACEMENT CARRIER AGREEMENTReplacement Carrier Agreement • March 30th, 2006 • National Atlantic Holdings Corp • Fire, marine & casualty insurance
THIS FIRST AMENDMENT TO REPLACEMENT CARRIER AGREEMENT (this “Amendment”) is made and entered into as of June 28, 2005 by and between by Hartford Fire Insurance Company, Hartford Casualty Insurance Company, and Twin City Fire Insurance Company (collectively “Hartford”), and Proformance Insurance Company, (“Proformance”). Capitalized terms used but not defined in this Amendment have the meanings given them in the Replacement Carrier Agreement between Hartford and Proformance dated as of May 6, 2005 (the “Original Agreement”).
NAHC Letterhead]Letter Agreement • April 19th, 2005 • National Atlantic Holdings Corp • Fire, marine & casualty insurance
Reference is hereby made to the letter agreement (the “Letter Agreement”), dated as of July 10, 2004, by and among National Atlantic Holdings Corporation (“NAHC”), Proformance Insurance Company (“Proformance”), The Ohio Casualty Insurance Company (“OCIC”) and Ohio Casualty of New Jersey, Inc. (“OCNJ”). Defined terms used herein shall have the meanings ascribed thereto in the Letter Agreement.
REPLACEMENT CARRIER AGREEMENTReplacement Carrier Agreement • July 30th, 2004 • National Atlantic Holdings Corp • New Jersey
This Replacement Carrier Agreement (“Agreement”) is entered into this 14th day of March, 2003, by Sentry Insurance a Mutual Company, a Wisconsin property and casualty insurance company (“Sentry”) and Proformance Insurance Company, a New Jersey property and casualty insurance company (“PIC”);
NON-COMPETITION AGREEMENTNon-Competition Agreement • July 30th, 2004 • National Atlantic Holdings Corp • Ohio
THIS NON-COMPETITION AGREEMENT (this “Agreement”), made as of the 18th day of December 2001, by and among Ohio Casualty of New Jersey, Inc., an Ohio domestic property and casualty insurance company (“OCNJ”), The Ohio Casualty Insurance Company, an Ohio domestic property and casualty insurance company (“OCIC”), Proformance Insurance Company, a New Jersey domestic property and casualty insurance company (“PIC”), and National Atlantic Holdings Corp., a New Jersey corporation (“NAHC”):
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • July 30th, 2004 • National Atlantic Holdings Corp • New Jersey
This is an Agreement, made December 8, 2003, between Metropolitan Property and Casualty Insurance Company, a Rhode Island stock company with offices at 700 Quaker Lane, Warwick, Rhode Island 02887 (the “Shareholder”) and National Atlantic Holdings Corp., (the “Corporation”), a New Jersey corporation located at 4 Paragon Way, Freehold, New Jersey 07728.
STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Right Award Agreement • March 27th, 2006 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New Jersey
This Award Agreement (this “Agreement”) made as of this day of , 20 , between National Atlantic Holdings Corporation, a New Jersey corporation (the “Company”), and (the “Participant”), is made pursuant to the terms of the National Atlantic Holdings Corporation 2004 Stock and Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
Exhibit 10.23 COMMUTATION AND MUTUAL RELEASE AGREEMENT This COMMUTATION AND MUTUAL RELEASE AGREEMENT (the "Commutation Agreement") is made and effective as of March 26, 2003 by and between Proformance Insurance Company, a New Jersey insurance...Commutation and Mutual Release Agreement • September 14th, 2004 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New York
REPLACEMENT CARRIER AGREEMENTReplacement Carrier Agreement • March 30th, 2006 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New Jersey
This Replacement Carrier Agreement (“Agreement”) is entered into as of the 6th day of May 2005 (the “Effective Date”) by Hartford Fire Insurance Company, Hartford Casualty Insurance Company, and Twin City Fire Insurance Company (collectively “Hartford”), property and casualty insurance companies with offices at Hartford Plaza, Hartford, Connecticut, 06115 and Proformance Insurance Company, (“Proformance”) a New Jersey domestic property and casualty insurance company with offices at 4 Paragon Way, Freehold, New Jersey 07728.
AGENCY AGREEMENTAgency Agreement • July 30th, 2004 • National Atlantic Holdings Corp
This Agreement is effective as of , 2003, between (the “Agent”), having an address at and PROFORMANCE INSURANCE COMPANY, having an address at 4 Paragon Way, Freehold, New Jersey 07728 (the “Company”).
OFFERING MEMORANDUM #102 Share Repurchase AgreementShare Repurchase Agreement • November 12th, 2004 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New Jersey
NEW JERSEY PERSONAL AUTOMOBILE INSURANCE PLAN LIMITED ASSIGNMENT DISTRIBUTION (LAD) AGREEMENT BETWEEN THE CLARENDON NATIONAL INSURANCE COMPANY (LAD CARRIER) AND PROFORMANCE INSURANCE COMPANY (BUY-OUT COMPANY)Limited Assignment Distribution Agreement • July 30th, 2004 • National Atlantic Holdings Corp
Subject to approval by the Personal Automobile Insurance Plan (PAIP or Plan) Governing Committee, and subject to payments specified below, the Clarendon National Insurance Company (LAD Carrier) agrees to assume the assignment obligation of the Proformance Insurance Company (Buy-Out Company) as follows: assignment obligations of the Proformance Insurance business and the acquired Ohio Casualty Company business but excludes the assignment obligations of the recently acquired Sentry, a Mutual Company and Metropolitan Property and Casualty Insurance Company (formerly US Fidelity & Guaranty Co.) books of business (“Defined Assignment Obligations”). The LAD Carrier and Buy-Out Company agree further that:
REPLACEMENT CARRIER AGREEMENT Among OHIO CASUALTY OF NEW JERSEY, INC. And PROFORMANCE INSURANCE COMPANY NATIONAL ATLANTIC HOLDINGS CORP. Dated: December 18, 2001Replacement Carrier Agreement • July 30th, 2004 • National Atlantic Holdings Corp • Ohio
THIS REPLACEMENT CARRIER AGREEMENT (this “Agreement”) is entered into this 18th day of December 2001, among Ohio Casualty of New Jersey, Inc., an Ohio domestic property and casualty insurance company (“OCNJ”), Proformance Insurance Company, a New Jersey domestic property and casualty insurance company (“PIC”), and National Atlantic Holdings Corp., a New Jersey corporation (“NAHC”);
The Proformance Insurance Company LIMITED AGENCY AGREEMENTLimited Agency Agreement • July 30th, 2004 • National Atlantic Holdings Corp
The Company is a New Jersey insurance company authorized to transact property and casualty insurance in the State of New Jersey.
OFFERING MEMORANDUM #102 Share Repurchase AgreementShare Repurchase Agreement • January 14th, 2005 • National Atlantic Holdings Corp • Fire, marine & casualty insurance • New Jersey
NATIONAL ATLANTIC HOLDINGS CORP. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 30th, 2004 • National Atlantic Holdings Corp • New Jersey
This INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of this 18th day of December, 2001 by and among NATIONAL ATLANTIC HOLDINGS CORP., a New Jersey corporation (the “Company”), The OHIO CASUALTY INSURANCE COMPANY, an Ohio corporation (the “Investor”), and JAMES V. GORMAN (the “Stockholder”).
AMENDMENT NATIONAL ATLANTIC HOLDINGS CORPORATION EMPLOYEE STOCK OPTION AGREEMENTEmployee Stock Option Agreement • September 23rd, 2005 • National Atlantic Holdings Corp • Fire, marine & casualty insurance
WHEREAS, National Atlantic Holdings Corporation, a New Jersey corporation (the “Company”), granted (the “Optionee”) a stock option (the “Option”) to purchase [ ] shares of the Company’s Class B Nonvoting Common Stock at an exercise price of $[ ] per share pursuant to an Employee Stock Option Agreement dated June 15, 1995 (the “Agreement”) issued under the Company’s Nonstatutory Stock Option Plan (the “Plan”);
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT DATED: August __, 2006Employment Agreement • September 1st, 2006 • National Atlantic Holdings Corp • Fire, marine & casualty insurance
WHEREAS, National Atlantic Holdings Corporation, a New Jersey corporation (the “Company”)and (the “Executive”) have entered into an employment agreement dated as of (the “Agreement”);
Re: Investor Rights Agreement and the Replacement Carrier AgreementInvestor Rights Agreement • July 30th, 2004 • National Atlantic Holdings Corp • New Jersey
As you know, National Atlantic Holdings Corp. (“NAHC”) is in the process of preparing a registration statement to be filed with the Securities and Exchange Commission relating to an underwritten public offering of not less than $50 million in value of its common stock (the “IPO”). In connection with the IPO, the parties are entering into this letter agreement (this “Letter Agreement”) with respect to certain provisions of the Investor Rights Agreement (the “Investor Rights Agreement”), dated as of December 18, 2001, by and among NAHC, The Ohio Casualty Insurance Company (“OCIC”) and James V. Gorman and the Replacement Carrier Agreement (the “Replacement Carrier Agreement”) among Ohio Casualty of New Jersey, Inc. (“OCNJ”), NAHC and Proformance Insurance Company (“Proformance”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • July 30th, 2004 • National Atlantic Holdings Corp • New Jersey
This is an Agreement, made October 25, 1994, between James V. Gorman, residing at 81 Prescott Place, Freehold, New Jersey, 07728 (the “Shareholder”) and National Atlantic Holdings Corp., (the “Corporation”), a New Jersey corporation located at 225 Madison Avenue, Morristown, New Jersey 07963-1917.
