TRANSACTION BONUS
TRANSACTION BONUS
Exhibit 10.40
March 3, 2023
Xxxxxx X. Xxxxxxx
Dear Xxx:
As you know, Argo Group International Holdings, Ltd. (together with its successors, the “Company”) has entered into an Agreement and Plan of Merger with Brookfield Reinsurance Ltd., and BNRE Bermuda Merger Sub Ltd. (“Merger Sub”), dated as of February 8, 2023, pursuant to which the Company will merge with Merger Sub and be the surviving entity (the “Merger”).
The Human Resources Committee of the Board of Directors of the Company has determined that it is in the best interest of the Company to grant you a cash bonus opportunity of $1,200,000 (the “Transaction Bonus”), subject to your continued services through the closing of the Merger (the “Closing”) and contingent upon the occurrence of the Closing. The Transaction Bonus opportunity is in lieu of any annual incentive opportunity for 2023, and if earned, will be paid to you no later than the second payroll date following the Closing, subject to any applicable taxes.
This letter agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of law rules.
Accordingly, the parties have executed this letter agreement as of the date first above written.
/s/ Xxxxx Xxxxxxxxx
By: __________________________
Name: Xxxxx Xxxxxxxxx
Title: Chief Administrative Officer
Agreed and Accepted:
/s/ Xxxxxx X. Xxxxxxx
______________________________
Xxxxxx X. Xxxxxxx
