1
EXHIBIT 10(14)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of ______________, 2000, by and between CNA
SURETY CORPORATION a Delaware corporation ("the Company"), and Xxxxx X. Xxxx
("the Executive").
WITNESSETH:
WHEREAS, the Company wishes to continue to employ the Executive and the
Company and the Executive desires to enter into an agreement embodying the terms
of such employment (the "Agreement'); and
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the Company and the Executive hereby agree as follows:
1. EMPLOYMENT.
a. AGREEMENT TO EMPLOY. Upon the terms and subject to the conditions of
this Agreement, the Company hereby agrees to continue to employ
Executive and Executive hereby agrees to employment by the Company.
b. TERM OF EMPLOYMENT. Except as provided in Paragraph 5(a), the Company
shall employ Executive for the period commencing on January 1, 2000
(the "Commencement Date") and ending on December 31, 2001. The period
during which Executive is employed pursuant to this Agreement and any
extensions set forth in Paragraph 1(c) of this Agreement shall be
referred to as the "Employment Period."
c. RENEWAL. Upon expiration of the original term of this Agreement set
forth in Paragraph 1(b) of this Agreement, this Agreement shall renew
automatically for one (1) additional one (1) year term unless the
Company or the Executive provides the other thirty days written
notice that the Agreement will not be renewed.
2. POSITION AND DUTIES.
a. POSITION. During the Employment Period, Executive shall serve as Vice
President, International Surety of the Company or in such other
position or positions in the Company and/or in any of its
subsidiaries as he and the Company shall mutually agree. In addition,
Executive shall serve in such other position or positions with the
Company and its subsidiaries commensurate with his position and
experience as the Board of Directors of the Company (the "Board")
shall from time to time specify.
2
CNA Surety Corporation
Employment Agreement -
Page -2-
b. DUTIES. During the Employment Period, Executive shall have the
duties, responsibilities, and obligations as the Board shall from
time to time specify. Executive shall devote his full time to the
services required of him hereunder, except for vacation time and
reasonable periods of absence due to sickness, personal injury or
other disability, and shall use his best efforts, judgment, skill and
energy to perform such services in a manner consonant with the duties
of his position and to improve and advance the business and interests
of the Company and its subsidiaries. Nothing contained herein shall
preclude Executive from (i) serving on the board of directors of any
business corporation with the consent of the Board or (ii) serving on
the Board of, or working for, any charitable or community
organization.
c. LOCATION. Subject to normal business travel, Executive shall perform
his service hereunder in, and shall not be required to change his
place of residence from, the Atlanta metropolitan area.
3. COMPENSATION.
a. BASE SALARY. During the Employment Period, the Company shall pay
Executive an annual base salary of $180,000 per year, payable in
bi-weekly installments. The President shall annually review
Executive's base salary in light of competitive practices and the
performance of Executive and the Company, and may, in his discretion,
increase such base salary by an amount he determines to be
appropriate. Any such increase shall not reduce or limit any other
obligation of the Company hereunder. Executive's base salary as set
forth above or as may be increased from time to time and shall not be
reduced without the mutual written consent of the Company and the
Executive. Executive's base salary as defined in this paragraph may
be referred to hereinafter as "Base Salary."
b. ANNUAL BONUS. For each calendar year ending during the Employment
Period, Executive may earn an annual bonus based on the achievement
of target levels of performance achieved during the calendar year.
During the first quarter of each year during the term of this
Agreement, the President in his sole discretion shall determine the
targets and the bonus percentage ("Bonus Target") for which the
Executive shall be eligible, which bonus percentages shall range from
0% to 70% of the Executive's Base Salary based upon the performance
targets determined by the President. The actual bonus, if any,
payable for any such year shall be determined solely by
3
CNA Surety Corporation
Employment Agreement -
Page -3-
the President based upon the performance of the Company and/or
Executive against the targets with a 35% target for "good
performance."
c. LONG-TERM INCENTIVE COMPENSATION. During the term of the Employment
Period, Executive shall participate in all of the Company's existing
and future long-term incentive compensation programs for key
executives at a level commensurate with his position at the Company
and consistent with the Company's then current policies and
practices, as determined by the President. Long-term Incentive
Compensation shall be determined by the President in accordance with
the terms of the Company's Long-Term Incentive Compensation Plan.
d. STOCK OPTIONS. The Executive shall be eligible for additional grants
of stock options under the terms and conditions of the Stock Option
Plan dated February 24, 1997.
4. BENEFITS, PERQUISITES AND EXPENSES.
a. BENEFITS. During the Employment Period, to the extent he is eligible
to participate in any welfare or retirement plans now existing or
established hereafter under their generally applicable provisions,
Executive may participate in (i) each welfare benefit plan which may
be sponsored or maintained by the Company, including, without
limitation, each group life, hospitalization, medical, dental,
health, accident or disability insurance or similar plan or program
of the Company, and (ii) each retirement, profit sharing, deferred
compensation or savings plan which may be sponsored or maintained by
the Company. Nothing in this Paragraph 4(a) shall limit the Company's
right to amend or terminate any such plan. Notwithstanding any plan
language to the contrary, Executive shall be eligible for four (4)
weeks' paid vacation, for the year commencing January 1, 2000 and
each subsequent year of the Employment Period.
b. BUSINESS EXPENSES. During the Employment Period, the Company shall
pay or reimburse Executive for all reasonable expenses incurred or
paid by Executive in the performance of Executive's duties hereunder,
upon presentation of expense statements or vouchers and such other
information as the Company may require and in accordance with the
generally applicable policies and procedures of the Company as may be
amended by it from time to time.
4
CNA Surety Corporation
Employment Agreement -
Page -4-
c. ADDITIONAL BENEFITS. In addition to the foregoing, during the
Employment Period, the Executive shall be entitled to reimbursement
from the Corporation for (1) professional tax advice and services and
(2) up to $5,000 per year for financial planning advice and services.
5. TERMINATION OF EMPLOYMENT OR NON RENEWAL OF AGREEMENT.
a. EARLY TERMINATION OF THE EMPLOYMENT PERIOD. Notwithstanding Paragraph
1(b), the Employment Period shall end upon the earliest to occur of
(i) a termination of Executive's employment on account of Executive's
death or Disability, (ii) a Termination for Cause, (iii) a
Termination Without Cause, (iv) a Termination for Good Reason or (v)
Termination for Change in Control.
b. BENEFITS PAYABLE UPON TERMINATION OR NONRENEWAL. Following the early
termination of the Employment Period pursuant to Paragraph 5(a) or
Nonrenewal of this Agreement pursuant to Paragraph 1(c), Executive
(or, in the event of his death, his surviving spouse, if any, his
estate, or such other beneficiary as the Executive may designate by
written notice to the Company) shall be paid compensation in
accordance with the following provisions:
(i) Should the Executive's employment with the Company terminate
for any reason, his Earned Salary and accrued vacation shall
be paid through his last day of employment at the end of the
Company's next regular pay period and Vested Benefits shall
be payable in accordance with their terms. In addition:
(ii) Should the Executive's employment with the Company terminate
for Cause or should the Executive terminate this Agreement
without Good Reason, other than the payments set forth in
Paragraph 5(b)(i) above and any entitlement to any Vested
Benefits, the Company shall have no further obligations to
the Executive;
(iii) Should the Executive's employment with the Company
terminate Without Cause, for Good Reason, for Change of
Control or because of the non- renewal of this Agreement, he
shall be paid the
5
CNA Surety Corporation
Employment Agreement -
Page -5-
Severance Benefit, Additional Benefits,
Vested Benefits and Incentive Compensation. Notwithstanding
anything to the contrary in this Agreement, no Severance
Benefit or Incentive Compensation shall be payable if the
Executive violates the terms and covenants of section 6 of
this Agreement. Moreover, Executive agrees that if he
violates section 6 of this Agreement he shall repay
forthwith the Company any amount of the Severance Benefit or
Incentive Compensation previously paid pursuant to this
Paragraph 5(b)(i). In addition, should the Executive's
employment with the Company terminate due to a Termination
for Change in Control, any stock options Executive shall
have received which are unvested at the time of such
termination shall immediately accelerate and become fully
vested and the exercise period for such options shall be
extended to permit the Executive to exercise such options
during the two year period immediately following the
Executive's termination.
(iv) Should the Executive's employment with Company terminate due
to death or Disability, the Company shall pay the Executive
an amount equal to a pro-rated amount equal to the product
of the Bonus Target for the year in which termination occurs
and a fraction the numerator of which is equal to the number
of days in the calendar year of the Executive's termination
of employment which have elapsed as of the date of such
termination and the denominator of which is 365; plus any
long-term cash Incentive Compensation awards held by the
Executive at the date of his termination, which shall be
payable, if at all, based upon actual Company performance
results (but without regard to any individual performance
criteria) for the applicable pro rata portion of performance
period.
c. TIMING OF PAYMENTS. The payments referred to in Paragraph 5(b) shall
be made as follows: Earned Salary shall be paid in cash in a single
lump sum as soon as practicable, but in no event more than ten
business days, following the end of the Employment Period. Severance
Benefits shall be paid in equal biweekly installments during the two
year period immediately following the Executive's termination.
Incentive Compensation shall be payable at the same time as similar
awards are paid to other executives still actively employed by the
Company and participating in the plans under which the awards are
payable. Vested Benefits shall be payable in accordance with the
terms of the plan (including, without limitation, the
6
CNA Surety Corporation
Employment Agreement -
Page -6-
extension of the exercise period of options under any stock option
plan) under which such benefits have been awarded or accrued.
Additional Benefits shall be provided or made available at the times
specified below as to each such Additional Benefit.
d. DEFINITIONS. For purposes of sections 5 and 6, capitalized terms have
the following meanings:
"ADDITIONAL BENEFITS" consists of the following rights and benefits:
except as otherwise provided below, Executive (and, to the extent
applicable, his dependents) will be entitled to continue participation in
all of the Company's health benefit plans (the "Health Plans"), until the
second anniversary of Executive's termination of employment (the "End
Date"); provided that Executive's participation in the Company's Health
Plans shall cease on any earlier date that Executive becomes eligible for
comparable benefits from a subsequent employer. To the extent any such
benefits cannot be provided under the terms of the applicable plan, policy
or program, the Company shall provide a comparable benefit under another
plan or from the Company's general assets. Executive's participation in the
Health Plans will be on the same terms and conditions that would have
applied had Executive continued to be employed by the Company through the
End Date. The Company shall deduct the Executive's cost of the foregoing
benefits from the Executive's Severance Benefit payments at the same
intervals as they were deducted from his Base Salary during the Employment
Period.
"DISABILITY" means "disability" as defined in the Company's Long Term
Disability Plan.
"EARNED SALARY" means any Base Salary earned, but unpaid, for services
rendered to the Company on or prior to the date on which the Employment Period
ends pursuant to Paragraph 5(a) or because of the Nonrenewal of this Agreement
pursuant to Paragraph 1(c).
"INCENTIVE COMPENSATION" consists of the sum of:
(i) a pro-rated amount equal to the product of (A) the "good
performance" level of the Bonus Target for the year in which
termination occurs (the "Deemed Bonus Amount") and a
fraction the numerator of which is equal to the number of
days in the calendar year of Executive's termination of
employment which have elapsed as of the date of such
termination and the denominator of which is 365 ("Pro Rata
Fraction"), if such termination occurs prior to the payment
to Executive by the Company of a performance bonus with
respect to a full calendar year, (B) actual bonus
7
CNA Surety Corporation
Employment Agreement -
Page -7-
paid to Executive by the Company for a full calendar year
prior to such termination (the "Prior Bonus Amount")
multiplied by the Pro Rata Fraction, if such termination
occurs after Executive has received payment by the Company
of a performance bonus with respect to a full calendar year
but prior to the receipt by Executive of performance bonuses
from the Company with respect to two full calendar years,
and (C) average of the actual performance bonuses paid to
Executive by the Company during the two calendar years prior
to the year in which such termination occurs (the "Average
Bonus Amount") multiplied by the Pro Rata Fraction; and
(ii) an amount equal to twice the amount of the Deemed Bonus
Amount, the Actual Bonus Amount or Average Bonus Amount, as
applicable based upon the year in which such termination
occurs; plus
(iii) any long-term cash incentive compensation awards held by
Executive at the date of his termination, which shall be
payable, if at all, based upon actual Company performance
results (but without regard to any individual performance
criteria) for the applicable pro rata portion of performance
period.
"SEVERANCE BENEFIT" means two years Base Salary based upon the Executive's
Base Salary on the date the Executive's employment terminates.
"TERMINATION FOR CHANGE IN CONTROL" means a termination of Executive's
employment by the Company for any reason other than a Termination for Cause at
the sole discretion of the Company within one year following the date upon which
(i) Continental Casualty Company and any affiliates no longer are able
collectively to elect a majority of the Board, (ii) a sale of all or
substantially all of the assets of the Company is consummated or (iii) a merger,
consolidation or other business combination involving the Company and an
unaffiliated third party is consummated in which the Company is not the
surviving corporation.
"TERMINATION FOR CAUSE" means a termination of the Executive's employment
by the Company (A) due to conduct of the Executive, which is determined by the
Board, in its sole discretion, to be to: (i) a willful and continued failure to
perform the material duties of his position, (ii) a fraud against the Company or
(iii) a material breach of any provision of this Agreement which has had (or is
expected to have) a material adverse effect on the business of the Company or
its subsidiaries; or (B) due to the Executive's conviction of a felony.
"TERMINATION FOR GOOD REASON" means a termination of Executive's employment
by Executive within 90 days following (i) a material diminution in Executive's
positions, duties and
8
CNA Surety Corporation
Employment Agreement -
Page -8-
responsibilities from those described in Paragraph 2 hereof, (ii) the removal of
Executive from, or the failure to re-elect Executive as a member of, the Board,
(iii) a reduction in Executive's annual Base Salary, (iv) a material reduction
in the aggregate value of the retirement, profit sharing and welfare benefits
provided to Executive from those in effect as of the Commencement Date (other
than a reduction which is proportionate to the reductions applicable to other
senior executives pursuant to a cost-saving plan that includes all senior
executives). Notwithstanding the foregoing, a termination shall not be treated
as a Termination for Good Reason (i) if Executive shall have consented in
writing to the occurrence of the event giving rise to the claim of Termination
for Good Reason or (ii) unless Executive first shall have delivered a written
notice to the Company within 30 days of his having actual knowledge of the
occurrence of one of such events stating that he intends to terminate his
employment for Good Reason and specifying the factual basis for such
termination, and such event, if capable of being cured, shall not have been
cured within 30 days of the receipt of such notice.
"TERMINATION WITHOUT CAUSE" means any termination of Executive's employment
by the Company other than a Termination for Cause.
"VESTED BENEFITS" means amounts which are vested or which Executive is
otherwise entitled to receive under the terms of or in accordance with any plan
maintained by the Company at or subsequent to the date of his termination
without regard to the performance by Executive of further services or the
resolution of a contingency.
e. FULL DISCHARGE OF COMPANY OBLIGATIONS. In consideration of receiving
any payments or benefits under Section 5 of this Agreement, the
Executive agrees to sign a release in the form attached to this
Agreement as Exhibit A, as a condition precedent to receiving them.
The amounts payable to Executive pursuant to this Section 5 following
termination of his employment (including amounts payable with respect
to Vested Benefits) shall be in full and complete satisfaction of
Executive's rights under this Agreement and any other claims he may
have in respect of his employment by the Company or any of its
subsidiaries. Such amounts shall constitute liquidated damages with
respect to any and all such rights and claims and, upon Executive's
receipt of such amounts, the Company shall be released and discharged
from any and all liability to Executive in connection with this
Agreement or otherwise in connection with Executive's employment with
the Company and its subsidiaries. Nothing in this Paragraph 5(e)
shall be construed to release the Company from any obligation to
indemnify Executive and hold Executive harmless from and against any
claim, loss or cause of action arising from or out of Executive's
performance as an officer, director or employee of the Company or any
of its subsidiaries or in
9
CNA Surety Corporation
Employment Agreement -
Page -9-
any other capacity, including any fiduciary capacity, in which
Executive served at the request of the Company to the maximum extent
permitted by applicable law and the certificate of incorporation and
by-laws of the Company.
6. NONCOMPETITION AND CONFIDENTIALITY.
By and in consideration of the salary, benefits and other consideration,
contained in this Agreement, the adequacy and receipt of which is hereby
acknowledged, the Executive agrees that:
a. NONCOMPETITION. During the Employment Period and during the two year
period (the "Restriction Period") following any termination or
Nonrenewal of the Executive's employment, the Executive shall not
whether as a principal, partner, employee, agent, consultant,
shareholder (other than as a holder, or a member of a group which is
a holder, of not in excess of 1% of the outstanding voting shares of
any publicly traded company) or in any other relationship or
capacity: (i) become associated with any entity that is actively
engaged or takes any steps to plan to be engaged in any geographic
area in the surety business or in any other business which is in
competition with the business in which the Company is engaged or to
the Executive's knowledge is actively considering becoming engaged,
(ii) contact, call upon, solicit business from, sell, or render
services to, any customer or licensed agent of the Company with
respect to any service or product identical or similar to any
services or products provided or sold by the Company, including but
not limited to current products or those under development,
distribution strategy, development of computer software and
administrative systems for administration.
b. CONFIDENTIALITY. The Executive acknowledges and agrees that all
records (whether written or recorded electronically) including but
not limited to agent and client lists, files, reports, notes,
internal memoranda and manuals relating to the Company's business;
business plans, business processing techniques, systems and methods;
sales processes, sales and training manuals; underwriting procedures
and manuals; budgets; financial statements; compilations; or
summaries of the foregoing, by whomever prepared, and copies or
reproductions of the foregoing, relating to the Company's operations
or activities, or to the operations or activities of any of the
Company's customers, agents, suppliers, vendors, or subsidiary
companies thereof, made or received by the Executive during the
course of his employment with the Company have been, are and shall
remain the sole and exclusive property of
10
CNA Surety Corporation
Employment Agreement -
Page -10-
the Company and were held by the Executive during his employment only
as a trustee for the Company which, at all times, retained ownership
and control of said records.
c. NON-SOLICITATION OF EMPLOYEES. During the Employment Period and the
one year period following any termination or Nonrenewal of
Executive's employment, Executive shall not directly or indirectly
solicit, nor shall any entity with which the Executive is associated
encourage or induce any employee of the Company or any of its
subsidiaries to terminate employment with it, and shall not directly
or indirectly, either individually or as owner, agent, employee,
consultant or otherwise, employ or offer employment to any person who
is or was employed by the Company or a subsidiary thereof unless such
person shall have ceased to be employed by it for a period of at
least six months.
d. COMPANY PROPERTY. Except as expressly provided herein, promptly
following Executive's termination of employment, Executive shall
return to the Company all property of the Company, and all copies
thereof in Executive's possession or under his control.
e. INJUNCTIVE RELIEF AND OTHER REMEDIES WITH RESPECT TO COVENANTS.
Executive acknowledges and agrees that the covenants and obligations
of Executive with respect to noncompetition, nonsolicitation,
confidentiality and Company property, relate to special, unique and
extraordinary matters and that a violation of any of the terms of
such covenants and obligations will cause the Company irreparable
injury for which adequate remedies are not available at law.
Executive acknowledges and agrees that the geographic scope of his
employment with the Company is national, and that the national
geographic and the two year restrictions placed upon him in Paragraph
6 of this Agreement are reasonable and necessary to the preservation
and vitality of the Company's business, reputation, and good will due
to the nature of the Company's business, and given his knowledge and
expertise within the insurance industry and the consideration
provided in this Agreement, that he will be able to earn a
satisfactory livelihood or otherwise provide for his financial
security without violating such restrictions.
Therefore, Executive agrees that the Company shall (i) be entitled to, on
both an interim and final basis, an injunction, restraining order or such other
equitable relief (without the requirement to post bond) restraining Executive
from committing any violation of the covenants and obligations contained in this
section 6 and (ii) have no further obligation to make any payments to Executive
11
CNA Surety Corporation
Employment Agreement -
Page -11-
hereunder following any material violation of the covenants and obligations
contained in this section 6. These remedies are cumulative and are in addition
to any other rights and remedies the Company may have at law or in equity. In
connection with the foregoing provisions of this section 6, Executive represents
that his economic means and circumstances are such that such provisions will not
prevent him from providing for himself and his family on a basis satisfactory to
him.
The Executive and Company agree that section 6 of this Agreement is not
subject to the provisions of Paragraph 7(b). The Executive agrees that in the
event he violates said section 6 he will pay all costs and expenses with respect
to the prosecution or defense of any claim or suit brought by or against the
Company including, but not limited to, reasonable attorneys' fees. The Executive
further agrees that in the event he in any way violates the provisions set forth
in section 6, the Company would suffer irreparable harm for which both
preliminary and final injunctive relief would be an appropriate remedy in
addition to such other relief to which the Company may also be entitled.
f. For purposes of Section 6 of this agreement "the Company" shall
include its subsidiaries.
g. Notwithstanding anything herein to the contrary, should the Executive
terminate the employment period without Good Reason or should the
Company terminate it for Cause, the two year period referred to at
various points in this Section 6 shall be reduced to one year.
7. MISCELLANEOUS.
a. SURVIVAL. Paragraphs 5 (relating to early termination), 6 (relating
to noncompetition, nonsolicitation and confidentiality, 7(b)
(relating to arbitration), 7(c) (relating to legal fees) and 7(o)
(relating to governing law) shall survive the termination hereof.
b. ARBITRATION. Except for disputes arising out of or relating to the
provisions of Section 6, any dispute arising out of or relating to
this Agreement, including each and every aspect of the relationship
of the Executive and the Company, shall be resolved by binding
arbitration. The arbitrator shall be a retired federal judge. If the
parties cannot agree on an acceptable arbitrator, the dispute shall
be heard by a panel of three retired judges, one appointed by each of
the parties and the third appointed by the other two arbitrators. The
arbitrator shall hear and decide the dispute not by compromise but
according to law as if sitting in court applying the rules of
evidence. The arbitrator's decision shall be in writing and shall set
forth the facts and law supporting such decision. The arbitration
shall be held in Chicago, Illinois and except as
12
CNA Surety Corporation
Employment Agreement -
Page -12-
otherwise provided in this Paragraph, shall be conducted in
accordance with the Voluntary Labor Arbitration Rules of the American
Arbitration Association then in effect at the time of the
arbitration.
c. BINDING EFFECT. This Agreement shall be binding on, and shall inure
to the benefit of, the Company and any person or entity that succeeds
to the interest of the Company (regardless of whether such succession
does or does not occur by operation of law) by reason of the sale of
all or a portion of the Company's stock, a merger, consolidation or
reorganization involving the Company or, unless the Company otherwise
elects in writing, a sale of the assets of the business of the
Company (or portion thereof) in which Executive performs a majority
of his services. This Agreement shall also inure to the Benefit of
Executive's heirs, executors, administrators and legal
representatives.
d. ASSIGNMENT. Except as provided under Paragraph 7(c), neither this
Agreement nor any of the rights or obligations hereunder shall be
assigned or delegated by any party hereto without the prior written
consent of the other party.
e. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the matters referred to
herein. No other agreement relating to the terms of Executive's
employment by the Company, oral or otherwise, shall be binding
between the parties unless it is in writing and signed by the party
against whom enforcement is sought. There are no promises,
representations, inducements, or statements between the parties other
than those that are expressly contained herein. Executive
acknowledges that he is entering into this Agreement of his own free
will and accord, and with no duress, that he has read this Agreement
and that he understands it and its legal consequences.
f. SEVERABILITY; REFORMATION. In the event that one or more of the
provisions of this Agreement shall become invalid, illegal or
unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not
be affected thereby. In the event that any of the provisions of any
of Paragraphs 6(a), (b) or (c) is not enforceable in accordance with
its terms, Executive and the Company agree that such Paragraph shall
be reformed to make such Paragraph enforceable in a manner which
provides the Company the maximum rights permitted at law.
13
CNA Surety Corporation
Employment Agreement -
Page -13-
g. WAIVER. Waiver by any party hereto of any breach or default by the
other party of any of the terms of this Agreement shall not operate
as a waiver of any other breach or default, whether similar to or
different from the breach or default waived. No waiver of any
provision of this Agreement shall be implied from any course of
dealing between the parties hereto or from any failure by either
party hereto to assert its or his rights hereunder on any occasion or
series of occasions.
h. NOTICES. Any notice required or desired to be delivered under this
Agreement shall be in writing and shall be delivered personally, by
courier service, by registered mail, return receipt requested, or by
telecopy and shall be effective upon actual receipt by the party to
which such notice shall be directed, and shall be addressed as
follows (or to such other address as the party entitled to notice
shall hereafter designate in accordance with the terms hereof):
If to the Company:
CNA Surety Corporation
XXX Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
If to Executive:
The home address of Executive noted on the records of the Company.
i. AMENDMENTS. This Agreement may not be altered, modified or amended
except by a written instrument signed by an authorized representative
of the Company and by the Executive.
j. HEADINGS. Headings to Paragraphs in this Agreement are for the
convenience of the parties only and are not intended to be part of or
to affect the meaning or interpretation hereof.
k. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same instrument.
l. WITHHOLDING. Any payments provided for herein shall subject to
withholding pursuant to applicable Federal, State, and local law then
in effect.
14
CNA Surety Corporation
Employment Agreement -
Page -14-
m. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Delaware, without reference to principles of conflicts or
choice of law under which the law of any other jurisdiction would
apply.
n. SOURCE OF PAYMENT. The payments and benefits provided for herein
other than stock options may, at the option of the Company, be
provided by one or more of its subsidiaries, rather than the Company,
itself.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer and the Executive has hereunto set his hand as of
the day and year first above written.
CNA SURETY CORPORATION EXECUTIVE
By:
------------------------------ ------------------------------
Xxxx X. Xxxxxxxx Xxxxx X. Xxxx
