EXHIBIT 10.20
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), dated as of
November 8, 2004, is made by and among SeaBright Insurance Company f/k/a Xxxxxx
Employers Insurance Company, an Illinois domiciled insurance company
("Employer"), and Xxxx X. Xxxxxxxxxxx ("Executive").
RECITALS
WHEREAS, the parties entered into that certain Employment Agreement
between Employer and Executive, dated as of September 30, 2003 (the
"Agreement");
WHEREAS, the Board of Directors of the Employer has approved an
increase in the annual bonus target amount set forth in Section 3(b) of the
Agreement; and
WHEREAS, the parties desire to amend the Agreement to reflect the
increased annual bonus target amount;
NOW, THEREFORE, in consideration of the foregoing recitals, which shall
constitute a part of this Amendment, and the mutual promises contained in this
Amendment, and intending to be legally bound thereby, the parties agree as
follows:
1. Effective as of January 1, 2004, the Agreement is hereby amended by
deleting Section 3(b) in its entirety and replacing such section with the
following:
"Executive will be eligible to receive an annual bonus in a target
amount equal to 65% of his Base Salary for each calendar year (or
portion thereof) during the Period of Employment based upon achievement
by Executive and achievement by Employer of performance criteria and
other goals established by the Board (after consultation with
Executive) on an annual basis prior to commencement of each calendar
year or as soon as reasonably practicable thereafter. The bonus payable
in respect of any given year (or portion thereof) during the Period of
Employment shall be paid within 30 days following the delivery of
Employer's annual audited statutory financial statements for such year.
The target amount of Executive's bonus as set forth above will be
reviewed for market and performance adjustments within thirty (30) days
of the beginning of each calendar year during the Period of Employment
by the Board and may be adjusted after such review in the Board's sole
discretion."
2. All other sections, paragraphs, provisions, and clauses in the
Agreement not so modified remain in full force and effect as originally written.
3. Certain capitalized terms not defined herein shall have the meanings
given to such terms in the Agreement.
4. This Amendment may be executed in one or more counterparts, each of
which is an original, but all of which together constitute one and the same
instrument.
5. This Amendment shall be governed by and construed in accordance with
the law of the State of Washington.
* * * * *
The parties have duly executed this Amendment as of the date first
written above.
SEABRIGHT INSURANCE COMPANY
f/k/a/ XXXXXX EMPLOYERS
INSURANCE COMPANY
By: /s/ Xxxxxxx Gergasko
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Name: Xxxxxxx Gergasko
Its: Executive Vice President
/s/ Xxxx X. Xxxxxxxxxxx
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XXXX X. XXXXXXXXXXX
