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EXHIBIT 10.01
This RESIGNATION AGREEMENT (this "Agreement") is made effective as of
the 31st day of March, 1998 (the "Effective Date") by and between Life Re
Corporation, a Delaware corporation having its principal executive offices at
000 Xxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx (hereinafter referred to,
collectively with its subsidiaries, as the "Company") and Xxxxxx X. Xxxxxxxx
(referred to as the "Executive").
W I T N E S S E T H
WHEREAS, the Executive and the Company entered into an Employment
Agreement, effective as of June 1, 1996 (the "Employment Agreement"); and
WHEREAS, the Executive wishes to terminate his employment with the
Company, subject to the terms and conditions set forth herein.
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
1. DEFINITIONS. Unless defined in this Agreement, terms that are capitalized
will have the meanings set forth in the Employment Agreement.
2. TERMINATION OF EMPLOYMENT.
(A) The Executive hereby voluntarily resigns from and terminates his
employment with the Company, effective as of March 31, 1998 (the "Termination
Date").
(B) Effective as of the Termination Date, the Executive hereby resigns
from all offices and directorships of the Company and its subsidiaries he holds
as of such date.
(C) The Executive and the Company agree that SECTION 9(A) of the
Employment Agreement shall be amended in its entirety to read as follows:
"(a) If the Company terminates the Executive's
employment with the Company during the term of this Agreement
for Disability or any reason other than for Cause or
subsequent to a Change in Control, or if the Executive
terminates his employment with the Company during the term of
this Agreement for Good Reason pursuant to paragraph 8(c)
above, the Company will pay or provide the Executive, as
severance pay or liquidated damages or both:
(i) Base Salary through the Date of
Termination at the rate in effect at the time Notice
of Termination is given, together with any other
amounts payable to the Executive under paragraph 6
above for periods prior to the Date of Termination;
(ii) a lump sum payment, on the eighth
business day after the
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Date of Termination, equal to the sum of (A) the Base
Salary at the rate in effect as of the Date of
Termination from the Date of Termination through
February 28, 1999, and (B) $76,200;
(iii) employee benefits and service credit
for employee benefits and employee benefit accruals
which the Executive would have received under
paragraph 6(f) above if the Executive's employment
had continued under this Agreement until the later of
(i) one year from the Date of Termination or (ii) the
date for the termination of this Agreement provided
in paragraph 3 above;
(iv) all options held by the Executive
become immediately vested and the Executive has the
right to exercise the options at any time from the
Date of Termination until the expiration of such
options as provided in the individual option
agreements; and
(v) any amounts payable under paragraph 20
below."
(D) The Company agrees that in consideration for the resignation of the
Executive, the Company will pay or provide to the Executive the items provided
by SECTION 9(a) of the Employment Agreement, as modified by this Agreement, as
if the Executive's employment was terminated by the Company other than for
Cause. The Executive and the Company agree that for purposes of determining
amounts payable the "Date of Termination" shall be March 31, 1998. The Executive
and the Company agree to waive the requirement for a Notice of Termination as
provided in the Employment Agreement.
(E) The Executive and the Company agree that no other provision of the
Employment Agreement is modified by this Agreement, except as specifically set
forth in this Agreement. All other protections, indemnifications and rights
provided in the Employment Agreement for the Executive, other than the rights
related to continued employment, continue in full force and effect.
(F) The Executive understands and agrees that the payments and benefits
enumerated in this Agreement and the Employment Agreement (as modified by this
Agreement and including payments provided therein for employee benefit plans)
are all that he is or will be entitled to receive from the Company in connection
with his termination of employment, and to the extent that he, or anyone
claiming through him, is or may by entitled to additional payments or benefits
with respect to such termination pursuant to the Employment Agreement, any stock
option agreement, any Company severance pay plan, or any other agreement, plan
or arrangement with or of the Company, such agreement, plan or arrangement is
hereby modified to limit the payment or benefits thereunder to those
contemplated by this Agreement.
(G) The Executive and the Company agree that the Indemnification
Agreement
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between the Executive and the Company, dated August 4, 1992 (the
"Indemnification Agreement"), regarding tax indemnification for the Executive's
purchase of restricted stock, shall remain in force until April 16, 2002,
subject to extensions of the statute of limitations for the Executive's 1998
federal income tax return.
3. RELEASE.
(A) In connection with this Agreement, and in consideration for the
promises of the Company, the Executive agrees to provide a release of all claims
the Executive or anyone claiming through him has or may have against the
Company, in a form acceptable to the parties.
(B) In connection with this Agreement, and in consideration for the
promises of the Executive, the Company, on its behalf and on behalf of its
successors, hereby releases and forever discharges the Executive from any and
all actions, or causes of action, suits, debts, claims, complaints, contracts,
controversies, agreements, promises, damages and demands of any nature
whatsoever, at law or in equity, that the Company ever had, now has, or may have
as of the date of this Agreement, other than claims with respect to acts by the
Executive of willful misconduct which acts (i) are unknown to the Company as of
the date of this Agreement and (ii) have had or are likely to result in
substantial economic damage to the Company.
(C) The Company promises never to file a lawsuit or administrative
complaint asserting any claims that are released in SECTION 3(B) of this
Agreement.
4. NON-DISPARAGEMENT.
(A) The Executive agrees not to disparage the Company, its employees,
directors, stockholders, or officers, so as to affect adversely their business
or reputation.
(B) The Company agrees that the senior executive officers of Life Re
Corporation will not disparage the Executive so as to affect adversely the
Executive's business or reputation.
5. MISCELLANEOUS.
(A) The Executive is responsible for any tax liability associated with
payments provided under this Agreement. The Company has the right to withhold
taxes from such payments to the extent required by law.
(B) This Agreement, the Employment Agreement, the Indemnification
Agreement, and various stock options agreements constitute the entire agreement
between the Executive and the Company. The Company has made no promises to the
Executive other than those in this Agreement. This Agreement may not be amended
or terminated except
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by a writing signed by the parties hereto.
(C) This Agreement may not be assigned by either party without the
prior written consent of the other party, except that no consent is necessary
for the Company to assign this Agreement to a corporation succeeding to
substantially all the assets or business of the Company whether by merger,
consolidation, acquisition or otherwise. This Agreement shall be binding upon
the Executive, his heirs and permitted assigns and the Company, its successors
and permitted assigns.
(D) This Agreement shall be governed by the laws of the State of
Connecticut.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date set forth below.
THE COMPANY:
LIFE RE CORPORATION
By: /s/ Xxxxxx X. Xxxxx, Xx.
--------------------------------------
Xxxxxx X. Xxxxx, Xx.
Chairman and Chief Executive Officer
Dated: March 30, 1998
THE EXECUTIVE:
/s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxxx
Dated: March 30, 1998
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RELEASE AND WAIVER
This Release and Waiver (the "Release") is made as of the 31st day of
March, 1998 by and between Xxxxxx X. Xxxxxxxx (the "Executive") and Life Re
Corporation (collectively with its subsidiaries, the "Company").
WHEREAS, the parties set forth their mutual understanding concerning
the termination of the Executive's employment with the Company in the
Resignation Agreement (the "Agreement"), which is hereby incorporated herein;
and
WHEREAS, the certain promises in the Agreement constitute consideration
for execution of this Release by the Executive; and
WHEREAS, in the Agreement the Executive agreed to execute this Release.
NOW THEREFORE, the parties agree to be bound by the following terms:
1. CONSIDERATION. As consideration for the Executive signing this
Release, the Company will make the payments and provide the benefits to the
Executive that are described in the Agreement. The parties agree that the
payments and benefits enumerated in the Agreement that constitute consideration
for the Executive signing this Release are in excess of any payments or benefits
to which the Executive may otherwise be entitled.
2. RELEASE. The Executive, on behalf of himself and his heirs, legal
representatives, estates and successors in interest, hereby releases and forever
discharges the Company from any and all actions, or causes of action, suits,
debts, claims, complaints, contracts, controversies, agreements, promises,
damages and demands of any nature whatsoever, at law or in equity, that the
Executive ever had, now has, or may have as of the date of this Agreement,
including without limitation any claims alleging (i) wrongful discharge, (ii)
discrimination based on race, sex, color, religious creed, marital status,
national origin, ancestry, present or past history of mental disability or
physical disorder, sexual orientation, or age (including rights and claims under
the Age Discrimination in Employment Act), or (iii) breach of any express or
implied contract, or violation of any local, state, or federal law, regulation
or ordinance having any bearing whatsoever on the terms and conditions of the
Executive's employment with the Company.
3. NO FUTURE LAWSUITS, COMPLAINTS OR CLAIMS. The Executive promises
never to file a lawsuit or administrative complaint asserting any claims that
are released in SECTION 2 of this Release.
4. NONRELEASE OF FUTURE CLAIMS. This Release does not waive or release
any rights or claims that the Executive may have under the Age Discrimination in
Employment Act which arise after the effective date of this Release.
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5. PERIOD FOR REVIEW AND CONSIDERATION OF RELEASE. The Executive
confirms that he has twenty-one (21) days to review and consider this release
before signing it. The Executive understands that he may use as much or as
little of this period as he wishes prior to signing.
6. ENCOURAGEMENT TO CONSULT WITH AN ATTORNEY. The Executive is
encouraged, at his own expense, to consult with an attorney before signing this
Release.
7. EXECUTIVE'S RIGHT TO REVOKE RELEASE. The Executive may revoke this
release within seven (7) business days of the date of the Executive's signature.
revocation can be made by delivering a written notice of the revocation to the
Chief Executive Officer of the Company. For this revocation to be effective,
written notice must be received no later than the close of business on the
seventh (7th) business day after the Executive signs this Release. If the
Executive revokes this Release, it shall not be effective or enforceable and the
Executive will not receive the payment and/or benefits described in the
Agreement.
8. SEVERABILITY. The parties agree that the provisions of this Release
are severable and divisible. In the event any portion of this Release is
determined to be illegal or unenforceable, the remaining provisions of this
release shall remain in full force and effect.
9. REMEDIES. In addition to other rights the Company may have, should
the Executive breach any of the terms of this release, including specifically,
but not limited to, the representations and promises contained in SECTION 2, the
Company will have the right to cease any and all payments under the Agreement.
Such action will have no effect on the Release contained herein.
10. EFFECTIVE DATE OF RELEASE. The effective date of this release shall
be seven (7) business days from the date on which this Release is signed and
dated by the Executive.
11. OTHER BENEFITS. Anything herein to the contrary notwithstanding,
this Release shall not affect the Executive's rights under (i) the Resignation
Agreement, including the right to enforce that agreement, (ii) the Employment
Agreement, as amended, dated as of June 1, 1996 between the Company and the
Executive, or (iii) any vested rights under the Company's pension or employee
benefit plans.
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THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS RELEASE,
UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO IT.
IN WITNESS WHEREOF, the parties hereto have executed this Release as of
the date set forth below.
THE COMPANY:
LIFE RE CORPORATION
By: /s/ Xxxxxx X. Xxxxx, Xx.
--------------------------------------
Xxxxxx X. Xxxxx, Xx.
Chairman and Chief Executive Officer
Dated: March 30, 1998
THE EXECUTIVE:
/s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxxx
Dated: March 30, 1998
