THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This Third Amendment to the Employment Agreement between Chartwell Re
Corporation and Xxxxxxx X. Xxxxx is entered into as of December 31, 1997.
RECITALS
A. Chartwell Re Corporation (the "Company") entered into an Employment
Agreement (the "Agreement") with Xxxxxxx X. Xxxxx (the "Executive") dated
January 1, 1994; and
B. The Agreement set forth the terms and conditions of the Executive's
employment with the Company.
NOW THEREFORE, the Company and Executive hereby consent to amend the Agreement
as follows:
1. The term of the Agreement is hereby extended from December 31, 1997 to
December 31, 1998.
2. Section 5(c) shall be deleted and the following shall be inserted in its
place:
"(c) Insurance Benefits. The Company shall provide the
Executive with (i) disability and health insurance benefits (including
dependent coverage) pursuant to the terms of the Company's health and
disability plans, (ii) supplemental long term disability insurance
coverage equal to 60% of the Executive's annual base salary in effect
hereunder and (iii) term life insurance coverage equal to equal to
$1,000,000 (one million dollars)."
3. The first paragraph of Section 8(e) shall be deleted and the following
shall be inserted in its place:
"Notwithstanding any other provisions in this Agreement, if
during the two year period following a "Change of Control" of the
Company, the Executive's employment with the Company shall terminate as
a result of:
(i) the termination of the Executive's employment by the
Company (including a failure by the Company to extend the
Term) other than for Disability or Cause, or
(ii) the Executive's termination for Good Reason,
the Company shall pay to the Executive, within five (5) days following
the Date of Termination, the compensation set forth in Section 8(d)(i)
plus (in lieu of the compensation set forth in Sections 8(d)(ii) and
(iii)) a lump sum payment equal to the sum of (A) three (3) times the
Executive's Base Salary (at the greater of the rate in effect as of the
Change of Control or the Date of Termination), (B) an amount equal to
the annual bonus paid to the Executive for the fiscal year immediately
preceding the Change of Control or the Date of Termination, whichever
is greater, but only to the extent payment of such amount does not
subject the Executive to any Excise Tax (as defined below) in
connection therewith and (C) the amount needed by the Executive to
purchase benefits equivalent to those provided to the Executive
pursuant to Section 5(c) as of the Date of Termination for a period of
two (2) years from the Date of Termination."
4. The address for notices, demands and all other communications to the
Executive set forth in Section 11 of the Agreement shall be deleted and
the following address shall be inserted in its place:
"16 Xxxxxx Xxxx
Xxxxxxxx, XX 00000"
5. The address for notices, demands and all other communications to the
Company set forth in Section 11 of the Agreement shall be deleted and
the following address shall be inserted in its place:
"Four Stamford Plaza
000 Xxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: General Counsel"
Chartwell Re Corporation
/s/ Xxxxxxx X. Xxxxx By:/s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxx Xxxxxxxx X. Xxxxxxx
Senior Vice President,
General Counsel and Secretary
