EXHIBIT 10.28
AGREEMENT
THIS AGREEMENT is made as of the 3rd day of November, 1999 (the "Agreement"), by
and between Trenwick Group Inc., a Delaware corporation with a principal place
of business in Stamford, Connecticut (the "Company"), and [ ]
of [ ] ("Executive").
WHEREAS, the Executive is a key employee of the Company or one of its
subsidiaries;
WHEREAS, the Company believes that the maintenance of sound management is
essential to protecting and enhancing the business and operations of the Company
and is in the best interests of the Company and its shareholders and recognizes
that the possibility of a change of control raises uncertainty and questions
among its key employees that could result in, or lead to, the loss of such key
employees or their distraction from their duties, all to the detriment of the
Company and its shareholders;
WHEREAS, the Company wishes to assure that it will have the continued dedication
of the Executive as a key employee of the Company or one of its subsidiaries and
the continued availability of the Executive's advice, counsel and services,
notwithstanding the possibility, threat or actual occurrence of a change of
control of the Company, and to induce the Executive to remain as a key employee
of the Company or one of its subsidiaries; and
WHEREAS, the Executive is willing to continue to be employed by the Company or
one of its subsidiaries, taking into consideration the terms and conditions of
this Agreement and, to induce the Company to make the agreements and
undertakings set forth in this Agreement, hereby agrees to the provisions in
Section 5 of this Agreement concerning, among other things, confidentiality,
trade secrets, non-solicitation and non-competition.
NOW, THEREFORE, in consideration of the mutual terms and covenants contained
herein, the receipt and sufficiency of which the parties acknowledge and accept,
the Company and the Executive hereby agree as follows:
1. DEFINITIONS.
For purposes of this Agreement,
(a) A "Change in Control" shall be deemed to have occurred upon the earliest to
happen of the following:
(A) The acquisition, in one or more transactions, of beneficial ownership
(within the meaning of Rule 13d-3 under the Securities Exchange Act
of 1934 (the "Exchange Act") by any person or entity or any group of
persons or entities who constitute a group (within the meaning of
Rule 13d-3 of the Exchange Act), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the
Company or a subsidiary, of any securities of the Company if, as a
result of such acquisition, such person, entity or group either (i)
beneficially owns (within the meaning of Rule 13d-3 under the Exchange
Act), directly or indirectly, more than 50 of the Company's
outstanding voting securities entitled to vote on a regular basis
for a majority of the members of the Board or (ii) otherwise has the
ability to elect, directly or indirectly, a majority of the members of
the Board;
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(B) A change in the composition of the Board such that a majority of the
members of the Board are not Continuing Directors. A "Continuing
Director" means, as of any date of determination, any member of the
Board who (i) was a member of the Board on the date of this Agreement,
or (ii) was nominated and elected to such Board with the affirmative
vote of a majority of the Continuing Directors who were members
of the Board at the time of such nomination or election; or
(C) The stockholders of the Company approve (i) a merger or
consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) at least 50% of the total
voting power represented by the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation, or (ii) a plan of complete liquidation of the Company
or an agreement for the sale or disposition by the Company (in
one or more transactions) of all or substantially all of the Company's
assets.
(b) Cause: "Cause" shall mean: (A) the commission by the Executive of
any felonious act or any other criminal act involving moral turpitude,
dishonesty, theft or unethical business conduct, (B) the willful and
continued failure of the Executive to substantially perform his duties
(other than as a result of incapacity due to physical or mental injury
or illness) which duties the Executive has been directed in writing to
perform by the Board; (C) willful misconduct or gross negligence by
the Executive in the performance of the Executive's duties, or (D
the failure of the Executive to comply with the policies o procedures
of the Company. No action or failure to act by the Executive shall be
considered "willful" if it is determined by the Board to have been
done by the Executive in good faith and with the reasonable belief
that the Executive's action or omission is in the best interest of the
Company.
(c) Good Reason: "Good Reason" shall mean any of the following events
provided that it occurred within ninety (90) days prior to the date the
Executive gives notice pursuant to Section 2(c) of this Agreement:
(A) The position or responsibilities of the Executive are
significantly reduced (including, without limitation, the
elimination of his position, a change in the reporting
responsibilities of his position, a substantial reduction in
the size of the Company or other substantial change in the
character or scope of the Company's operations), or the Executive
is assigned without his written consent to any duties inconsistent
with his position with the Company immediately prior to such
assignment or the status and stature of those with whom the
Executive is asked to work or the position, authority,
responsibility or type of work or the working conditions under
which the Executive is assigned is inconsistent with, not
comparable to, or reduced in status or altered in nature from the
Executive's position immediately preceding the Change in Control;
(B) The annual incentive compensation opportunity provided to the
Executive is eliminated or significantly reduced, the Executive's
participation level is reduced or the manner of assessing actual
performance is changed in a manner that results in the Executive
earning significantly less annual incentive compensation for a
given period than he or she would have for the same period absent
such change;
(C) The Executive's aggregate level of benefits under the Company's
benefit plans is significantly reduced;
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(D) The Company fails to provide the Executive with benefits and
perquisites which are substantially similar in the aggregate to
those to which the Executive is entitled under the Company's
benefit plans in which the Executive was participating immediately
prior to the Change in Control, or fails to provide the Executive
with directors' or officers' insurance, as applicable, at least at
the level maintained immediately prior to the Change in Control;
(E) The Executive is required to change his regular work location to a
location that requires the Executive to commute a distance more
than 50 miles further from the Executive's principal place of
employment existing at the time of the Change in Control; or
(F) The Company fails to pay the Executive any amount otherwise vested
and due hereunder or under any plan or policy of the Company, or
fails to comply with any other provision of or perform any of its
other obligations under this Agreement.
(d) Date of Termination: "Date of Termination" shall mean (A) if the
Executive's employment is terminated by the Executive's death, the
date of the Executive's death, or by reason of the Executive's
Disability, the date all of the conditions to constitute a Disability
have occurred, (B) if the Executive's active employment is terminated
by the Company pursuant to Section 2(b), whether or not for Cause,
the date specified in the Notice of Termination, and (C) if the
Executive's active employment is terminated by the Executive pursuant
to Section 2(c) whether or not for Good Reason, the date which is
ten (10) business days after the date of receipt of the Executive's
notice of intention to terminate or such other date as may be agreed
by Executive and the Board. If Executive's active employment shall
be terminated pursuant to Section 2, Executive shall, following the
Date of Termination enter into a period of "Post Employment" to the
extent that he or she is entitled to benefits under this Agreement.
(e) Protected Period: "Protected Period" shall mean the two year period
after the occurrence, during the term of this Agreement, of a Change in
Control.
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(f) Disability: "Disability" shall have the same meaning as set forth in
the Company's long-term disability insurance policy providing
disability insurance for the Executive, as the same shall exist from
time to time.
(g) Notice of Termination: "Notice of Termination" shall mean written
notice of the termination of the Executive's active employment with the
Company either delivered to the Executive by the Company pursuant to
Section 2(b) or delivered to the Company by the Executive pursuant to
Section 2(c).
2. TERMINATION.
(a) Change in Control. The Executive shall be entitled to the benefits
provided in Section 3 hereof upon any termination of his active
employment with the Company and its subsidiaries within a Protected
Period, except a termination of active employment (i) because of his
death, (ii) because of a Disability, (iii) by the Company or its
subsidiaries for Cause, or (iv) by the Executive other than for Good
Reason. No amounts shall be payable under this Agreement if the
Executive's employment terminates outside of a Protected Period.
(b) Termination by Company. Any termination by the Board of the Executive's
active employment must, in order to be effective, be preceded by a
written Notice of Termination to the Executive indicating the Date of
Termination and the reasons therefor and, if the termination is for
Cause, the specific provision of Section 1(b) relied upon and setting
forth in reasonable detail the facts and circumstances supporting
termination for Cause. Nothing herein shall bar the Executive from
contesting the basis for his termination under this Section 2(b).
(c) Termination by Executive. Any termination by the Executive of his
active employment for Good Reason must, in order to be effective, be
preceded by a written Notice of Termination to the Company indicating
the specific provision of Section 1(c) relied upon and setting forth in
reasonable detail he facts and circumstances supporting the
termination under the provision so indicated. After receipt of such
Notice of Termination, the Company shall have ten (10) business days
from the date of receipt of such Notice of Termination to cure the
event described therein, and upon cure thereof by the Company to the
Executive's reasonable satisfaction, such event shall no longer
constitute "Good Reason" for purposes of this Agreement.
3. COMPENSATION AND BENEFITS: POST EMPLOYMENT.
(a) Change in Control. If, within a Protected Period, the Executive's
employment by the Company and its subsidiaries shall be terminated (i)
by the Company and its subsidiaries other than for Cause and other
than because of a Disability or death, or (ii) by the Executive for
Good Reason, the Executive shall be entitled to the benefits provided
for below:
(A) Base Salary -The Executive shall continue, during Post Employment,
to receive base salary for two (2) years after the Date of
Termination, payable in installments on the Company's normal
payroll dates. For this purpose, base salary shall be the current
base salary of the Executive at the Date of Termination or at the
base salary at any time in the last twelve months, if higher.
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(B) Bonus - The Executive shall receive a full year annual performance
bonus for the calendar year in which severance occurs equal to the
latest performance bonus paid or the average of last 2 performance
bonuses paid, whichever is greater. Such payment will be made at
the same time that bonus consideration and payments for other
senior executives for the same performance period are made.
(C) Car Allowance - The Executive shall continue, during Post
Employment, to receive a car allowance for two (2) years after the
Date of Termination. The amount of such car allowance shall equal
the amount, if any, being received by the Executive immediately
prior to the Date of Termination.
(D) Medical & Dental, 401(k), Pension Plans and Supplemental Pension
Plans - The Executive shall continue to be treated as a
participant in all such plans in which the Executive shall have
been a participant on the date of the Notice of Termination, based
on then applicable and corresponding elections and contribution
rates, for the 2-year period commencing on the Executive's Date
of Termination. If such plans do not permit the Executives
continued participation, the tax-adjusted value the Executive
would have received shall be determined and paid by the Company
(outside of the plans). The Executive shall be allowed to change
the Executive's payment election under the terms of such
Supplemental Benefit Plan at the Executive's Date of Termination.
(E) Life & Disability Insurance - The Company shall continue to pay
the premium related to the Executive's life insurance and
long-term disability insurance for the 2-year period commencing on
the Executive's Date of Termination.
(F) Benefits - The Executive shall be paid or be provided such other
benefits for which the Executive is otherwise eligible, if any,
under the terms of any employee benefit, incentive, option, stock
award or other plans or programs of the Company in which he may
be, or may have been, a participant and any unused vacation time.
All awards made to the Executive under such employee benefit,
incentive, option, stock award or other plans or programs shall
immediately vest and be payable and all restrictions shall lapse.
If such plans do not permit the Executive's continued
participation or immediate vesting, the tax-adjusted value the
Executive would have received shall be determined and paid by the
Company (outside of the plans).
(b) Other: This Agreement shall not be considered a "change of control or
an employment agreement" for the purposes of the Trenwick Group Inc.
Merger Severance Policy adopted in connection with the merger of the
Company and Chartwell Re Corporation (the "Merger Severance Policy");
provided, however, if there is a Change of Control under this Agreement
and the Executive is entitled to benefits under Section 3(a) of this
Agreement, then the Executive shall not be covered by, or entitled to
any benefits under, the Merger Severance Policy.
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4. REDUCTION OF PAYMENT.
Notwithstanding any other provision of this Agreement or of any other agreement,
understanding or compensation plan, Executive shall not be entitled to receive
any payment which, taking into account all payments, rights and benefits, would
be deemed to be an "excess parachute payment" under Section 280G (of the
Internal Revenue Code of 1986, as amended), and the amount of each payment shall
be reduced to the extent necessary to ensure that the Executive receives no
"parachute payment" in connection with a Change of Control; provided that no
such reduction shall occur to the extent that Executive shall have elected to
defer receipt of payments beyond the end of the Post Employment and such
deferral shall have resulted in the present value of such payment not
constituting an "excess parachute payment". Any such election by Executive, to
be effective for purposes of this Agreement: (a) must be in irrevocable when
made, (b) must be made in a writing delivered to the Company prior to the
occurrence of a Change of Control, (c) must be for a period not be exceed five
years after the date on which Executive's period of Post Employment would
otherwise end, and (d) must be concurred in by the Company, on the basis of the
advice of its tax advisors, as being both necessary and effective to reduce the
extent to which payments to be made hereunder will constitute an "excess
parachute payment". If, at any future date following the making of a payment
hereunder, it shall have been determined by the IRS that such payment was in
excess of the limits set forth in Section 280G, and such excess shall not have
been caused by a voluntary action of the Executive not required by this
Agreement, then the Executive shall be entitled to receive from the Company, and
the Company shall pay to Executive promptly upon notification to the Company of
such determination, an Excise Tax Adjustment Payment equal to the amount of all
applicable U.S. federal, state and local taxes (computed at the maximum marginal
rates and including interest penalties and any cost of contest or defense and
including any applicable Excise Tax) imposed upon the Excise Tax Adjustment
Payment.
5. PROTECTION OF THE COMPANY'S BUSINESS; CONFIDENTIAL INFORMATION AND
TRADE SECRETS; NON-SOLICITATION; AND NON-COMPETE.
This Section 5 sets forth rights of the Company and obligations of the Executive
which are mutually acknowledged to be for the protection of the Company and its
successors and assigns and to be reasonable in scope and duration. Executive
acknowledges that the provisions of this Section 5 are not intended to and will
not have the effect of preventing Executive from earning a living. The
provisions of this Section 5 shall be enforceable strictly in accordance with
their terms, notwithstanding any termination of this agreement, whether by the
Company or by the Executive and whether during the period of active employment
or during post-employment.
(a) Confidential Information; Trade Secrets. During Executive's active
employment with the Company, and thereafter for two (2) years, the
Executive shall not (1) disclose, directly or indirectly, any
Confidential Information to anyone outside of the Company or to any
employees of the Company not authorized to receive such information
or (2) use any Confidential Information other than as may be necessary
to perform the Executive's duties at the Company. In no event shall
the Executive disclose any Confidential Information to, or use any
Confidential Information for the benefit of, any current or future
competitor, supplier or client of the Company, whether on behalf of
Executive, any subsequent employer, or any other person or entity.
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The Executive is not, however, prohibited from using the general
skills, knowledge and experience that the Executive has learned or
developed in his position or positions with the Company or with
others. The Executive agrees that his position with the Company
creates a relationship of high trust and confidence with respect to
Confidential Information owned or used by the Company, and its clients
or suppliers that may be learned or developed by him while employed by
the Company. For purposes of this Agreement, the term "Confidential
Information" includes all information that the Company desires to
protect and keep confidential or that the Company is obligated to third
parties to keep confidential, including but not limited to "Trade
Secrets" to the full extent of the definition of that term under
state law. It does not include "general skills, knowledge and
experience" as those terms are defined under applicable state law.
Confidential Information includes, but is not limited to: product
information and designs, computer programs, unpatented inventions,
discoveries or improvements; marketing, sales, organizational,
financial, operating, research, development and business plans;
company policies and manuals; sales forecasts; personnel information
(including the identity of the Company employees, their
responsibilities, competence, abilities and compensation); medical
information about employees; information relating to the Company's
agents and brokers; pricing and nonpublic financial information;
current and prospective client lists and information on clients or
their employees; information concerning planned or pending
acquisitions or divestitures; and information concerning purchases of
major equipment or property.
(b) Non-Solicitation. During the Executive's active employment, and
thereafter for two (2) years, the Executive shall not directly or
indirectly solicit any customer or client of the Company or any person
or entity who is a prospect of the Company on the Date of Termination
or induce or encourage any employee of the Company to terminate
employment with the Company or to accept employment with any
competitor, supplier, agent or broker of the Company, nor shall the
Executive cooperate with any others in doing or attempting to do any
of the foregoing. As used herein, the term "solicit, induce or
encourage" includes, but is not limited to, the Executive's (i)
initiating communications with any employee of the Company relating
to possible employment or independent contractor relationship, (ii)
offering bonuses or additional compensation to encourage the Company's
employees to terminate their employment with the Company and accept
employment with a competitor, supplier, client, agent or broker of the
Company, or (iii) referring the Company's employees to personnel
or agents employed by competitors, suppliers, clients, agents or
brokers of the Company (iv) initiating communications with or offering
inducements to any customer or client (or prospect) of the Company
for the purpose of inducing such customer or client to transact
business with a competitor of the Company.
(c) Non-Compete. Until the sixth month after the Date of Termination, and
thereafter during Post Employment and while Executive is entitled to
receive payments pursuant to this Agreement or under any other
agreement or an agreement he or she may have with the Company
(including the Merger Severance Policy), the Executive shall not,
directly or indirectly, as principal, agent, contractor, employee,
employer, partner, shareholder (other than solely as an owner of
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2% or less of the stock of a public corporation) or in any other
capacity engage in or perform any managerial or executive services for
any corporation, partnership, individual or entity, a primary business
of which is competitive with the Company in any of the places where
the Company is doing business in the United States, Canada, Puerto
Rico, or Virgin Islands (the "Territory"). Notwithstanding the
foregoing provisions of this subparagraph, the Executive may accept
employment with a person or entity whose business is diversified and
includes a line of business competitive with the Company; provided
that, prior to such employment, the Company is given reasonable
assurance in writing that the Executive shall not, during such
restricted period, render managerial or executive services, directly
or indirectly, specifically for any line of business of such person or
entity which is competitive with the Company. The Executive
understands and agrees that the Company has sales and operations
facilities throughout the Territory and, therefore, to provide the
Company with reasonable protection, the Executive's obligations under
this subparagraph shall extend throughout the Territory.
(d) Return of Property. Immediately upon the termination of the Executive's
employment with the Company and at any time upon the Company's request,
the Executive shall deliver to the Company all the Company property in
the Executive's possession, custody or control including notebooks,
reports, manuals, programming data, listings and materials, engineering
or patent drawings, patent applications, any other documents, files or
materials which contain, mention or relate to Confidential Information,
and all copies and summaries of such materials whether in written,
mechanical, electromagnetic, analog, digital or any other format or
medium.
(e) Consent to Modifications by the Court. It is the express intention
of the parties to this Agreement that, if it should appear that
any of the terms or covenants of this section are in conflict with any
rule of law or statutory provision of the State of Connecticut or any
other jurisdiction where this Agreement is being enforced, which
conflict would ordinarily render such terms or covenants inoperative
or null and void, the parties request that the courts of such state
modify any such term or covenant so that the intention of the parties
hereto is carried out to as great a degree and extent as the court
deems reasonable in order to conform with any rule of law or statutory
provision regarding restrictive covenants of the State of Connecticut
or of such other jurisdiction.
6. MERGER OR REORGANIZATION.
This Agreement shall not be terminated by the voluntary or involuntary
dissolution of the Company or by any merger or consolidation where the Company
is not the surviving or resulting corporation, or upon any transfer of all or
substantially all of the assets of the Company. In the event of any such merger
or consolidation or transfer of assets, the provisions of this Agreement shall
be binding and shall inure to the benefit of the Executive and the surviving or
resulting entity or the entity to which such assets shall be transferred. The
Company's successor, as the Executive's employer (whether such succession is
direct or indirect, by purchase, merger, consolidation or otherwise, to all or a
substantial portion of the business and/or assets of the Company), assumes and
agrees to perform this Agreement in the same manner and to the same extent as
the Company would be required to perform if no such succession had taken place.
As used in this Agreement, the term "Company" shall mean the Company and any
successor to all or a substantial portion of the Company's business or assets.
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7. ARBITRATION; JURY WAIVER.
Any controversy or claim arising out of or relating to this Agreement, the
breach thereof or the coverage of this arbitration provision shall be settled by
arbitration administered by the American Arbitration Association in accordance
with its Commercial Arbitration Rules in effect on the date of delivery of
demand for arbitration. The arbitration of such issues, including the
determination of the amount of any damages suffered by either party hereto by
reason of the acts or omissions of the other, shall be to the exclusion of any
court. The decision of the arbitrators shall be final and binding on the parties
and their respective heirs, executors, administrators, successors and assigns.
Judgment upon the award rendered by the arbitrators may be entered in any court
having jurisdiction. There shall be three arbitrators, one to be chosen directly
by each party and the third arbitrator to be selected by the two arbitrators so
chosen. The arbitration shall be conducted in Stamford, Connecticut or at such
other location as agreed by the parties. All decisions and awards shall be made
by a majority of the arbitrators. Each party shall pay the fees and expenses of
that party's arbitrator and any representatives, witnesses and all other
expenses related to the presentation of that party's case. The cost of the third
arbitrator, the record or any transcripts, any administrative fees, and all
other fees and costs shall be borne equally by the parties.
By agreeing to arbitration under this Section, the Company and the Executive
understand that they are each waiving any right to a trial by jury and each
party makes that waiver knowingly and voluntarily with full consideration of the
ramifications of such waiver.
Nothing contained herein shall be construed or interpreted to preclude the
Company prior to, or pending the resolution of, any matter subject to
arbitration from seeking injunctive relief in any court for any breach or
threatened breach of any of the Executive's obligations in Section 5 hereof.
8. NON-ASSIGNABILITY.
The obligations of the Executive hereunder are personal and may not be
delegated, assigned or transferred by the Executive in any manner whatsoever,
nor are such obligations subject to involuntary alienation, assignment or
transfer.
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9. AMENDMENT; TERMINATION.
This Agreement contains the entire agreement of the parties. It may not be
changed orally but only by a written agreement executed by the Executive and the
Board that expressly references this Agreement. This Agreement may be terminated
by the Board at any time upon one year's written notice to the Executive,
setting forth the date of termination of this Agreement. Notwithstanding such a
termination of this Agreement, this Agreement shall continue with respect to any
Change of Control that occurs during the term of this Agreement, until the end
of its Protected Period, but shall not apply to any Change of Control that
occurs after the date of termination of this Agreement.
10. NOTICES.
All notices which a party is required or may desire to give to the other party
under or in connection with this Agreement shall be sufficient if given by hand
delivery or by addressing same to the other party as follows:
(a) if to the Executive, to:
[
]
(b) if to the Company, to:
Trenwick Group Inc.
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attn: Secretary
or at such other place as may be designed in writing by like notice. Any notice
shall be deemed to have been delivered when addressed as required herein and
deposited postage prepaid, in the United States Mail.
11. WAIVER; MODIFICATION.
No provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing that expressly
references this Agreement and is signed by the Executive and the Company. The
waiver by either party of any breach by the other party, or of compliance with,
any condition or provision of this Agreement to be performed by such other party
shall not be deemed a waiver of the same provisions or conditions at any other
time, nor shall it be deemed a waiver of any other provisions or conditions at
any time.
12. SEVERABILITY.
The various Sections of this Agreement are severable, and if any Section or an
identifiable part thereof is held to be invalid or unenforceable by any court of
competent jurisdiction, then such invalidity or unenforceability shall not
affect the validity or enforceability of the remaining Sections or identifiable
parts thereof in this Agreement, and the parties hereto agree that the portion
so held invalid, unenforceable or void shall, if possible, be deemed amended or
reduced in scope, or otherwise be stricken from this Agreement, to the extent
required for the purposes of the validity and enforcement hereof.
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13. CHOICE OF LAW.
The parties agree that Connecticut, as the place of contracting and where the
Company has its principal place of business, has a substantial relationship to
this Agreement and so the parties agree that this Agreement shall be governed by
the laws of the State of Connecticut, without reference to any conflict of law
rules.
14. SURVIVAL AND CONTINUATION OF AGREEMENT PROVISIONS.
The termination of the Executive's employment for any reason whatsoever shall
not operate to terminate this Agreement or otherwise adversely affect the
respective continuing rights and obligations of the parties, including those
under Sections 3, 4, 5, 7, 8, 9, 11, 13, 15 and 19 of this Agreement, all of
which shall survive the effective date of such termination of employment in
accordance with their respective terms.
15. RIGHT TO INJUNCTIVE AND OTHER RELIEF; CONSENT TO JURISDICTION.
(a) The Executive acknowledges that the Company will suffer irreparable
harm, not readily susceptible of valuation in monetary damages,
if the Executive breaches any of his obligations in Section 5 of this
Agreement. Accordingly, the Executive agrees that the Company shall be
entitled to injunctive relief against any breach or prospective breach
by the Executive of his obligations in Section 5 in any federal or
state court of competent jurisdiction, and the Executive hereby
submits to the jurisdiction of any such federal or state court in the
State of Connecticut for the purposes of any actions or proceedings
instituted by the Company to obtain such injunctive relief. Nothing
herein shall be construed as prohibiting the Company from pursuing any
other remedies available to the Company for such breach or threatened
breach, including the recovery of damages from the Executive,
(b) In addition to the rights set forth in subsection (a), above,
if Executive breaches any of his obligations under Section 5 the
Company shall be entitled (A) to the recovery of damages arising out
of the breach or threatened breach of his obligations under Section 5
and any expenses or attorney's fees incurred by the Company resulting
from the enforcement of this Agreement; (B) to cease making further
payments to Executive pursuant to clauses (A) through (D) of Section
3(a); (C) to terminate Executive's rights of participation under
clause (E) of Section 3(a); and (D) to the return of any such payments
previously made to the Executive with respect to periods after the
date that the Executive first breached any of his obligations under
this Agreement. This Section 15 shall survive the termination of the
Executive's active employment
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16. ENTIRE AGREEMENT.
This Agreement sets forth the entire agreement between the parties with respect
to the subject matter hereof and supersedes any and all prior agreements between
the Company and the Executive, whether written or oral, relating to any or all
matters covered by, and contained or otherwise dealt with, in this Agreement. No
agreements or representations, oral or otherwise, express or implied, have been
made by either party with respect to the subject matter of this Agreement,
unless set forth expressly in this Agreement.
17. BENEFICIARIES; REFERENCES.
The Executive may select (and change, to the extent permitted under any
applicable law) a beneficiary or beneficiaries to receive any compensation or
benefit payable under this Agreement following the Executive's death, and may
change such election by giving the Company written notice thereof. In the event
of the Executive's death, Disability or a judicial determination of the
Executive's incompetence, all references in this Agreement to the Executive
shall be deemed, where appropriate, to refer to the Executive's named
beneficiary, estate or other legal representative.
18. ACTION OF THE BOARD.
Except for the reference in Section 1(a), any reference in this Agreement to the
Board shall include the Compensation Committee thereof and any officers of the
Company to which the Board or the Compensation Committee thereof has by
resolution delegated any explicit authority or responsibilities with respect to
this Agreement.
19. TAX WITHHOLDINGS.
All payments to the Executive hereunder shall be subject to such withholding of
federal, state and local income and excise taxes and to such employment taxes as
may be reasonably determined by the Company to be required.
IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the date set forth above.
TRENWICK GROUP INC.
By:
----------------------------
Name:
Title:
EXECUTIVE
-------------------------------
12
