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EXHIBIT 10(4)
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 (this "Amendment") is entered into as of the 20th
day of February, 1997, by and between CAPSURE HOLDINGS CORP., a Delaware
corporation ("Capsure"), and XXXX XXXX XXXXXXXXX, an individual (the
"Employee").
W I T N E S S E T H
WHEREAS, Capsure and the Employee are parties to that certain
Employment Agreement entered into as of September 30, 1995 (the "Employment
Agreement");
WHEREAS, Capsure and the Employee have agreed to amend the Employment
Agreement as provided herein;
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the parties agree as follows:
1. Capsure and the Employee hereby agree that Article Seven, Section A
shall be deleted in its entirety and amended to read as follows:
"A. Compensation: A payment, payable in cash or by bank check
or by wire transfer to the Employee's bank account, within 30
days after the effective date of such termination, equal to
two times the Employee's "Annual Cash Compensation". "Annual
Cash Compensation" as used herein shall mean the total cash
compensation paid to the Employee during the last full
calendar year, as would be required to be disclosed in Item 11
of Capsure's Annual Report on Form 10-K pursuant to the
Securities Exchange Act of 1934 and the rules and regulations
thereunder, as in effect on the date hereof, whether or not
Capsure is then subject to such reporting requirements
(including amounts not required to be disclosed on the basis
of immateriality, but excluding amounts paid pursuant to
pension, retirement or stock option or stock incentive plans
and excluding amounts paid to the Employee in consideration of
Employee's execution and delivery of any non-competition or
similar agreements and further excluding amounts paid to the
Employee as a transaction bonus with respect to the
negotiation or consummation of any transaction involving
Capsure or its subsidiaries). Notwithstanding the foregoing,
Capsure and the Employee agree that this lump sum payment,
payable after termination of the Employee by Capsure as
described above, or payable in the event of termination by the
Employee for good reason (as hereinbefore defined), shall be
paid to the Employee as liquidated damages in lieu of all
obligations of Capsure to the Employee hereunder (other than
the other obligations of Capsure to the Employee specifically
set forth in Article Seven) and any other liability of Capsure
to the Employee, including damage to his reputation, and that
such an amount constitutes a realistic and reasonable
valuation of the damages."
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2. Except as amended herein, the Employment Agreement remains in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this New Agreement
effective February 20 , 1997.
"Capsure" "The Employee"
Capsure Holdings Corp. Xxxx Xxxx Xxxxxxxxx
By: /s/ Xxx Xxxxxxxx By: /s/ Xxxx Xxxx Xxxxxxxxx
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Its: Compensation Committee Chair Xxxx Xxxx Xxxxxxxxx
dated this 20th day of February, 1997 dated this 10th day of February, 1997
at Xxxxxxx, Xxxxxxxx xx Xxxxxxx, Xxxxxxx
Witness: /s/ Xxxxx X. Xxxxxxxxxxx Witness: /s/ Xxxxxxxx X. Xxxxx
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