Exhibit 10.12.1
AMENDMENT TO SERVICE AGREEMENT
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AMENDMENT TO AGREEMENT, made as of March 16, 1998, by and among The
Xxxxxxxxx Group plc (registered in England under number 1844295) (the "Company")
and Exel Merger Company Ltd. ("Newco") (collectively, the "Entities"), and Xxxx
X. Xxxxxxxxx (the "Executive").
WHEREAS, the Company and the Executive have entered into a Service
Agreement, dated 1st January, 1995 ("Service Agreement"), supplemented by an
Addendum to Service Agreement, dated 9th March, 1995; a letter to amend Service
Agreement, dated 29th September, 1995; a letter to amend Contract of Employment,
dated 13th December, 1995; and a letter on restriction of use of name and non-
competition clause, dated 13th December, 1995; and
WHEREAS, Mid Ocean Limited, EXEL Limited and Newco have entered into
an Agreement and Plan of Amalgamation, dated as of March 16, 1998; and
WHEREAS, the Entities wish to have the Executive continue his
employment with the Company following the consummation of such amalgamation, and
the Executive wishes to continue such employment with the Company.
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NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the Entities and the
Executive hereby agree to amend the Service Agreement as follows:
1. Clause 1.2 of the Service Agreement is hereby amended by deleting
the clause in its entirety, and adding the following in lieu thereof:
The Company shall employ the Executive and the Executive shall
serve the Company and any applicable Group Company (subject to
the provisions of Clause 12) as and from the Commencement Date
unless and until either party shall give to the other not less
than twelve months' written notice; provided, that, except as
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otherwise set forth in this Agreement, such notice shall not
expire before the second anniversary of the consummation of the
amalgamations (the "Transactions") contemplated by the Agreement
and Plan of Amalgamation among Mid Ocean Limited, EXEL Limited
and Exel Merger Company Ltd., dated as of March 16, 1998 (the
"Amalgamation Agreement") (such consummation date, the "Effective
Date" hereunder).
2. Clause 3 of the Service Agreement is hereby amended by adding a
new Clause 3.5 as follows:
As of the Effective Date, the Executive will be awarded a Stock
Option for 40,000 shares of Common Stock of Exel Merger Company
Ltd. (the "Option") pursuant to the terms of the EXEL Limited
1991 Performance Incentive Program (the "Option Plan") at an
exercise price equal to fair market value on the date of grant.
The Option shall vest 33 1/3 per cent per year on each of the
first three anniversaries of the Effective Date, and shall be
subject to
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the terms and conditions generally applicable to options granted under the
Option Plan.
3. A new Clause 21 is hereby added to the Service Agreement to read
as follows:
With respect to 50% of the Executive's unvested stock options and
shares of restricted stock of Mid Ocean Limited outstanding as of
the Effective Date and granted under the Mid Ocean Limited 1993
Long Term Incentive and Share Award Plan, the Executive hereby
waives on a pro rata basis, to the extent applicable, accelerated
exercisability and vesting as a result of the Transactions
(including shareholder approval of the Transactions) and agrees
that such options and restricted stock shall continue to vest
pursuant to their normal schedule; provided, that upon a
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termination of Executive's employment due to Executive's death or
by the Company other than pursuant to Clause 12, the remaining
balance of such options and shares of restricted stock for which
accelerated exercisability or vesting was waived shall become
immediately exercisable and/or vested. The Executive's Restricted
Mid Ocean Ordinary Shares offered under the Restricted Mid Ocean
Ordinary Share Alternative shall be replaced by restricted shares
of Exel Merger Company Ltd. upon the Effective Date pursuant to
the terms and conditions of the Amalgamation Agreement, and all
restrictions applicable to such shares shall otherwise continue.
4. This amendment to the Service Agreement shall take effect as of
the Effective Date, and shall in no event take effect in the event of the
termination and abandonment of the Amalgamation Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this amendment to
the Agreement as of the year and day first above written.
The Xxxxxxxxx Group plc
By: _____________________________
Exel Merger Company Ltd.
By: _____________________________
__________________________________
Xxxx X. Xxxxxxxxx
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