ADDENDUM TO CONSULTING AGREEMENT
This Addendum is entered into as of the 1st day of January, 1998 by and
between Goran Capital, Inc. ("Goran"), Xxxxxx International Group, Inc. ("SIG"),
Granite Reinsurance Company Ltd. ("Granite Re"), Goran Management Bermuda Ltd.
("Goran Bermuda") and G. Xxxxxx Xxxxxx (the "Chairman") with respect to the
following:
A. The Chairman is the Chairman of the Board of Directors of Goran and SIG
and the Chairman of the Board and President of Granite Re;
B. Granite Re and Goran Bermuda have heretofore entered into that certain
Consulting Agreement dated January 1, 1995 (as amended from time to
time, the "Consulting Agreement") whereby an annual sum of Two Hundred
Fifty Thousand Dollars ($250,000) (the "Annual Sum") is paid by Granite
Re to Goran Bermuda;
C. Granite Re desires to ensure that it continues to receive the benefit
it currently derives from the Consulting Agreement;
D. Goran desires to ensure that its wholly owned subsidiary, Granite Re,
continues to receive the benefit it currently derives from the
Consulting Agreement; and
E. The parties to the Consulting Agreement desire to amend such Consulting
Agreement consistent with the terms contained herein (including, but
not limited to, the provisions of this Addendum dealing with
non-competition) and otherwise ratify and affirm the Consulting
Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Goran, Granite Re, Goran Bermuda
and the Chairman agree as follows:
1. RATIFICATION AND AMENDMENT. Granite Re and Goran Bermuda hereby
reaffirm and modify the Consulting Agreement, and hereby ratify all
existing terms of the Consulting Agreement and also amend the
provisions of the Consulting Agreement to provide that, upon the
occurrence of a Triggering Event (as defined herein), the sum of One
Million Eight Hundred Seventy-Five Thousand Dollars ($1,875,000) (the
"Contract Payment") shall be paid to Goran Bermuda.
2. TRIGGERING EVENT. A Triggering Event shall occur upon the happening of
any of the following events:
a. Granite Re shall fail to pay the Annual Sum; or
b. There shall occur a "Change of Control" with respect to Goran or SIG.
For purposes of this Addendum, a "Change of Control" shall mean the
inability of the Xxxxxx family to cause the election of a majority of
the Board of Directors of Goran or SIG or their respective successors.
In the event of a Change of Control, Goran shall comply with the
provisions of Sections 1 and 8 hereof.
3. PAYMENTS TO SURVIVING SPOUSE. In the event of the death of the Chairman
prior to the satisfaction by Granite Re of the Contract Payment, the
Annual Sum payments and the Contract Payment shall be made to the
Chairman's spouse if she is then surviving, in accordance with the
terms of this Addendum.
4. NONCOMPETITION AGREEMENT. As consideration of Granite Re entering into
this Addendum, Goran Bermuda agrees as follows:
67
a. Goran Bermuda, from and after the date of this Addendum, shall not
compete, in any manner, with Goran or SIG (including the Affiliates of
Goran or SIG, as such term "Affiliates" is defined for purposes of the
Securities Laws of the United States.)
5. MONTHLY INSTALLMENTS. The Annual Sum shall be paid in equal monthly
installments.
6. COUNTERPARTS. This Addendum may be executed in any number of
counterparts, each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.
7. U.S. DOLLARS. The payment of all amounts hereunder shall be made in
United States dollars.
8. LIABILITY. If a Triggering Event shall occur, Goran and SIG shall
become jointly and severally liable with Granite Re for all obligations
pursuant to the Consulting Agreement or this Addendum. Neither the
Consulting Agreement nor this Addendum may be amended, canceled,
terminated or otherwise revised unless same shall be in writing signed
by the parties to the Consulting Agreement.
9. FULL FORCE AND EFFECT. Except as otherwise provided herein, the
Consulting Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the day
and year first set forth above.
"Chairman"
----------------------------------------
G. Xxxxxx Xxxxxx
"Granite Re"
Granite Reinsurance Company Ltd.
By:
-------------------------------------
Xxxxx Xxxxx
"Goran Bermuda"
Goran Management Bermuda Ltd.
By:
-------------------------------------
G. Xxxxxx Xxxxxx
"Goran"
Goran Capital Inc.
By:
-------------------------------------
Xxxx X. Xxxxxx, President and Chief
Executive Officer
68
"SIG"
Xxxxxx International Group, Inc.
By:
-------------------------------------
Xxxx X. Xxxxxx, Chief Executive Officer
69
