Exhibit 10.1
Agreement
This Agreement is made by and between the undersigned parties as of
this 31st day of March, 2005.
A. WHEREAS, JG Trident II, LLC ("Xxxxxxxxx LLC"), of which Xxxxxxx X.
Xxxxxxxxx ("Xxxxxxxxx") is the sole member, was a general partner of
Trident Capital II, L.P. ("Trident II") and Xxxxxxxxx was a limited
partner of Trident II;
B. WHEREAS, the terms and conditions of Trident II are contained in the
Trident Capital II, L.P. Amended and Restated Limited Partnership
Agreement dated December 2, 1999 (the "Trident II Limited Partnership
Agreement");
C. WHEREAS, Xxxxxxxxx'x employment with Xxxxx & McLennan Companies, Inc.
("MMC") terminated on October 25, 2004;
D. WHEREAS, Xxxxxxxxx and MMC entered into an Agreement dated November 9,
2004 (the "Standstill Agreement") providing, in part, that "[i]f we do
not otherwise reach agreement as to the characterization of the
termination of Xx. Xxxxxxxxx'x employment and his rights under MMC's
compensation programs and any plan, program or agreement maintained by
any of MMC's subsidiaries or affiliates, we have agreed that both
parties will be free to maintain their respective positions with regard
to Xx. Xxxxxxxxx'x termination";
E. WHEREAS, by letter dated January 26, 2005 (the "January 26 Letter"),
Xxxxxxxxx stated that "the undersigned, JG Trident II, LLC and Xxxxxxx
X. Xxxxxxxxx, hereby voluntarily terminate their status as a Partner"
of Trident II;
F. WHEREAS, by letter dated February 15, 2005 (the "February 15 Letter"),
Xxxx Xxxxxxx, counsel for the MMC outside directors, wrote to Xxxxxxx
X. Xxxxxxx, Esq., counsel for Xxxxxxxxx, confirming receipt of the
January 26 letter and further stating that "[t]his letter will also
confirm our mutual understanding that Xxxxxxxxx'x resignation from
Trident Capital II, L.P. does not affect the Standstill Agreement
between Xxxxxxxxx and Xxxxx dated November 9, 2004, which remains in
effect in accordance with its terms";
G. WHEREAS, MMC proposes to enter into certain transactions (the "Proposed
Transactions"), one of which would have the effect of converting its
indirect subsidiary Xxxxx & XxXxxxxx XX I, Inc. ("GP I") from a general
partner to a limited partner in Trident II;
H. WHEREAS, the parties hereto wish to allow the Proposed Transactions to
be consummated without prejudicing or diminishing the rights of either
party with regard to the characterization and consequence of the
termination of the partnership interests in Trident II of Xxxxxxxxx LLC
and Xxxxxxxxx (the "Xxxxxxxxx Partnership Interests") as contemplated
in the Standstill Agreement;
NOW, THEREFORE, in consideration of the mutual agreements herein and
other consideration, the receipt and sufficiency of which are conclusively
acknowledged, the undersigned parties agree as follows:
1. The characterization of Xxxxxxxxx'x termination of the Xxxxxxxxx'x
Partnership Interests as being a "voluntary termination" in accordance
with Section 9.1(a)(iii) of the Trident II Limited Partnership
Agreement or an "involuntary termination (either with or without
"Cause") in accordance with Section 9.1(a)(ii)(A) of the Trident II
Limited Partnership Agreement shall not be determined until the
characterization of the termination of Xxxxxxxxx'x employment with MMC
is finally determined, either through agreement or through judicial
process.
2. Neither the conversion of GP I from a general to a limited partner of
Trident II nor any other aspect of the Proposed Transactions will
foreclose or otherwise prejudice the right of any party to take any
position with regard to the proper characterization and the
consequences of the termination of the Xxxxxxxxx Partnership Interests.
In particular, notwithstanding such conversion and the other aspects of
the Proposed Transactions, (a) Xxxxxxxxx and Xxxxxxxxx LLC will retain
the right to argue that the termination of the Xxxxxxxxx Partnership
Interests was a voluntary termination under Section 9.1(a)(iii) of the
Trident II Limited Partnership Agreement, and (b) MMC and its
affiliates and subsidiaries will retain the right to argue that the
Xxxxxxxxx Partnership Interests were involuntarily terminated by GP I
for Cause under Section 9.1(a)(ii)(A) of the Trident II Limited
Partnership Agreement.
3. The interpretation and enforcement of this Agreement shall be governed
by the substantive law of New York, without regard to conflicts-of-law
principles.
AGREED TO:
Xxxxx & McLennan Companies, Inc. JG Trident II, LLC
By /s/ Xxxxx X. Xxxxxxx By /s/ Xxxxxxx X. Xxxxxxxxx
------------------------- -------------------------
Xxxxx Xxxxxxx Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
(in his personal capacity)
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