AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN ODYSSEY RE HOLDINGS CORP. AND MICHAEL G. WACEK
EXHIBIT 10.37
Effective as of October 1, 2009, the Employment Agreement (together with any amendments, the
“Agreement”) dated as of April 1, 2008, as amended from time to time, by and between ODYSSEY RE
HOLDINGS CORP. (“Employer”), a holding company, incorporated in the State of Delaware, and Xxxxxxx
X. Xxxxx (“Executive”) is hereby amended as follows:
1. The last sentence of Article I, Section 3(c)(ii) of the Agreement is amended and restated
in its entirety to read as follows:
“The foregoing subparagraph (b) shall not apply if the stock of Employer
ceases to be publicly traded (1) as a result of Employer having made a
general assignment for the benefit of creditors, been adjudicated as
bankrupt or insolvent, or having filed a voluntary petition in bankruptcy, a
petition or answer seeking an arrangement with creditors or to take
advantage of any insolvency law or having filed an answer admitting the
material allegations of a petition filed against Employer in bankruptcy or
(2) following the consummation of a transaction or series of transactions
which results in Fairfax Financial Holdings Limited or any of its
subsidiaries acquiring direct or indirect beneficial ownership of all or
substantially all of the outstanding common stock of Employer.
2. All of the other provisions of the Agreement which are not modified hereunder shall remain
in full force and effect. This amendment to the Agreement and the Agreement constitute the full
and entire understanding and agreement between the parties with regard to the subjects hereof and
thereof.
3. This amendment may be executed in one or more counterparts, each of which when executed
shall be deemed an original but all of which together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, Employer and Executive have caused this Amendment to be executed as of
October 1, 2009.
| ODYSSEY RE HOLDINGS CORP. | ||||||
| By: | /s/ Xxxxxx Xxxxxxx | |||||
| Name: Xxxxxx Xxxxxxx | ||||||
| Title: Chief Executive Officer | ||||||
| AGREED AND ACCEPTED | ||||||
| EXECUTIVE | ||||||
| /s/ Xxxxxxx X. Xxxxx | ||||||
| Name: Xxxxxxx X. Xxxxx | ||||||
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