Exhibit 10.3
THIS AGREEMENT is made the 1st day of September One Thousand Nine Hundred and
Ninety Seven between Stirling Xxxxx Xxxxx Holdings Limited whose registered
office is situate Xxxxxxxx Xxxx, 0xx Xxxxx, 00 Xxxxxxxx Xxxxxx, Xxxxxxxx XX0
Xxxxxxx (hereinafter called the "Company") of the one part and Xxxxxxxx Xxxxx
(hereinafter called the "Managing Director Reinsurance") of the other part.
IN this Agreement the following expressions have the following meanings:
"The Board" means the Directors of the Company present at a meeting of the
Directors or of a committee of the Directors duly convened and held.
"Subsidiary" means any company which for the time being is a subsidiary
company (as such expression is defined by Section 86 of The Companies Act
1981 of Bermuda) of the Company.
"Associated Company" means; any company which for the time being is a
holding company (as such expression is defined by Section 86 of The
Companies Act 1981 of Bermuda) of the Company or any subsidiary of any such
holding company.
WHEREBY IT IS AGREED as follows:
1. TERM OF APPOINTMENT
The executive shall serve the Company as its Managing Director Reinsurance
subject to clauses 12 and 13 hereof for the period of three years from 1st
September 1997 ("the initial term") and thereafter unless and until his
employment shall at any time be terminated in accordance with clauses 12 or
13 or by either party giving to the other not less than 12 months prior
written notice of termination expiring on or after the expiry of the
initial term.
2. POWERS AND DUTIES
(A) The Managing Director Reinsurance shall exercise such powers and perform
such duties (not being duties inappropriate to his status) in relation to
the business of the Company or any Associated Company as may from time to
time be reasonably vested in or assigned to him by the Company. The
Managing Director Reinsurance shall comply with all reasonable directions
from, and all regulations of the Company. The Managing Director Reinsurance
shall be entitled to bind the Company in accordance with the policies of
the Board and the shareholders agreement between the Company and Xxxxxxx
Xxxxx (as defined in the Shareholders Agreement) in respect of such matters
as shall from time to time be necessary for him to carry out his duties and
represent the Company in its day to day dealings.
(B) The Managing Director Reinsurance shall work such hours as may reasonably
be required for the proper performance of his duties, whether or not within
normal working hours and shall devote the whole of his time, attention and
abilities during those hours to carrying out his duties in a proper, loyal
and diligent manner.
(C) The Managing Director Reinsurance's normal place of work shall be at the
offices of the Company in Bermuda unless otherwise approved by the Board
of Directors.
(D) The Managing Director Reinsurance shall travel to such places in such
manner and on such occasions as the Company may from time to time
reasonably require for the proper performance of his duties hereunder.
(E) The Company shall be under no obligation to vest in or assign to the
Managing Director Reinsurance any powers or duties or to provide any work
for the Managing Director Reinsurance and the Company may at any time or
from time to time in circumstances in which it reasonably believes that the
Managing Director Reinsurance is guilty of misconduct or in breach of this
Agreement in order that the circumstances giving rise to that belief may be
investigated suspend the Managing Director Reinsurance from the performance
of his duties or exclude him from any premises of the Company subject to
the Company giving him its reason in writing for so doing. No such
suspension or exclusion shall continue for more than 28 days. Salary will
not cease to be payable by reason of such suspension or exclusion.
(F) Should the Company suspend or exclude the Managing Director Reinsurance
under Clause 3(E) of this Agreement the period of such suspension shall be
deducted from the one year periods referred to in clauses 9(A) and 10(B)
hereof.
3. SALARY
(A) The Managing Director Reinsurance shall be paid monthly in arrears for his
services during his employment a salary (which shall a accrue from day to
day) at the rate of US $375,000 per annum or at such higher rate or rates
as the Board may from time to time determine and notify to the Managing
Director Reinsurance in writing.
(B) The Managing Director Reinsurance shall also be paid such annual bonuses as
the Board may from time to time determine.
(C) The Company shall review the salary payable under this Agreement in
December of each year with a view to increasing it, but shall not be
obliged to increase it.
(D) The Managing Director Reinsurance shall not be entitled to any other salary
or fees as an ordinary executive director or employee of the Company or of
any Associated Company and the Managing Director Reinsurance hereby waives
any entitlement or right which he might otherwise have to any such salary
or fees.
-page 3-
(E) In addition to public holidays the Managing Director Reinsurance will be
entitled to 25 days holiday in every calendar year to be taken at such time
or times as may be approved by the Board. If the Managing Director
Reinsurance has less than 12 months service during the calendar year, this
holiday entitlement is to be calculated on a pro rata basis. Unless and
until his employment under this Agreement shall be determined under any
provision thereof salary will continue to payable during holidays. Holidays
not taken during any calendar year or by the determination of his
employment under this Agreement will be lost. Upon determination of his
employment other than pursuant to clauses 13 (iii) and (vii) hereof, the
Managing Director Reinsurance will be entitled to pay in lieu of holiday
accrued but not taken. If, upon the termination of his employment with the
Company, the Managing Director Reinsurance has taken more days holiday than
he is entitled to, the Company shall be entitled to make appropriate
deduction from any final payment of salary.
(F) Subject to production, if requested, of medical certificates satisfactory
to the Company, remuneration will not cease to be payable by reason only of
the Managing Director Reinsurance's incapacity for work due to sickness or
accident (unless and until his employment under this Agreement shall be
terminated under any provision thereof).
4. CAR
The Company shall during the term of this agreement provide the Managing
Director Reinsurance with a motor car which shall be replaced once every 3
years or 40,000 miles whichever is the sooner of a type approved by the
Company but which shall be consistent with his position as Managing
Director Reinsurance Officer of the Company. The Company shall pay for
maintenance and repairs, taxation and insurance for the aforementioned car.
5. OTHER BENEFITS
(A) The Company shall pay the appropriate premiums in respect of the Managing
Director Reinsurance and his family for such medical insurance schemes to
which the Company may subscribe from time to time.
(B) The Managing Director Reinsurance shall be entitled to be a member of the
Company Pension Scheme and if he joins benefits shall be provided for and
in respect of him thereunder in accordance with the plan for the time being
in force. If the Managing Director Reinsurance so elects the Company shall
pay sums equivalent to that which would be payable into a Company pension
scheme (8% of his basic salary) into an alternative personal pension scheme
for the benefit of the Managing Director Reinsurance.
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(C) The Company shall maintain Personal Accident Insurance and Permanent Total
Disability Coverage in respect of the Managing Director Reinsurance for the
sum of four (4) times his annual salary the beneficiaries of which shall be
directed from time to time by the Managing Director Reinsurance.
6. EXPENSES
The Company will reimburse the Managing Director Reinsurance against
production of receipts if requested, all reasonable travelling, hotel and
other out-of-pocket expenses properly incurred by him in the performance of
his duties under this Agreement.
7. INVENTIONS AND IMPROVEMENTS
(A) It shall be part of the normal duties of the Managing Director Reinsurance
at all times:
(i) to consider in what manner and by what new methods or devices the
products, services, processes, equipment or systems of the Company,
or any Associated Company, with which he is concerned or for which he
is responsible might be improved; and
(ii) ensure that the Board is given details of any invention or
improvement which he may from time to time make or discover in the
course of his duties; and
(iii) to further the interests of the Company's undertaking with regard
thereto.
The Company shall be entitled free of charge to the sole ownership of
any such invention or improvement and to the exclusive use thereof.
(B) The Managing Director Reinsurance shall not either during his employment or
thereafter exploit or assist others to exploit any invention or improvement
which he may from time to time make or discover in the course of his duties
or (unless the same shall become public knowledge) make public or disclose
any such invention or improvement or give any information in respect of it
except to the Company or as it may direct.
8. CONFIDENTIALITY
(A) The Managing Director Reinsurance shall not, either during the continuance
of his employment or at any time after its termination:
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(i) disclose to any person, firm or corporation any trade secret of the
Company or any Associated Company or any information concerning the
organization, business affairs, or finances of the Company or any
Associated Company, or any information of which he has knowledge or
ought reasonably to have known, to be confidential, concerning
customers or other persons with which the Company or any Associated
Company has dealings, including but not limited to, any customer
lists, price lists, marketing or sales plans or information, designs,
products or research, which may come to his knowledge during the
course of his employment (except where such disclosure is made in the
proper performance of the Managing Director Reinsurance duties or is
authorized by the Company or is in compliance with the order of a
competent court); or
(ii) use or attempt to use, for his own purposes or those of any other
person, firm, or corporation any such trade secrets or confidential
information in any manner which may injure or cause loss either
directly or indirectly to the Company or any Associated Company.
(B) The provisions of Clause 8 (A) shall continue to apply after the
termination of the Executive's employment without limit in point of time
but shall cease to apply to information or knowledge which may come into
the public domain through no fault of the Executive.
9. NON-SOLICITATION
(A) The Managing Director Reinsurance will not for a period of one year after
the termination of his employment with the Company either personally or by
an agent directly or indirectly;
(i) either on his own account or for any other person, firm or company or
in association with or in the employment of any other person, firm or
company solicit or interfere with or endeavor to entice away from the
Company or any Associated Company any person, firm or company who
within one year prior to or at the date of such termination was a
customer of or in the habit of dealing with the Company or any
Associated Company and with whom the Managing Director Reinsurance had
contact in the course of his employment or
(ii) either on his own account or for any other person, firm or company
solicit or interfere with or endeavor to entice away from the Company
or any Associated Company any person, who, at the date of termination,
was employed in an executive, managerial, technical or sales capacity,
or any person who was a director or consultant of the Company or any
Associated Company at the date of such termination.
-page 6-
(B) The Managing Director Reinsurance will not at any time after the
termination of his employment with the Company either personally or by an
agent directly or indirectly represent himself as being in any way
currently connected with or interested in the business of the Company or
Associated Company.
10. NON-COMPETITION
(A) During his employment the Managing Director Reinsurance shall not unless
otherwise agreed in writing by the Company) undertake any other business or
profession or be or become an employee or agent of any other company, firm
or person or assist or have any financial interest in any other business or
profession or accept a directorship of any Company other than the Company
(except as already disclosed). The Managing Director Reinsurance may,
however, hold or acquire by way of bona fide investment only shares or
other securities of any company which are listed or dealt in on any
recognized Stock Exchange. Unless the Company shall require him not to do
so in any particular case on the ground that such other company is or may
be carrying on a business competing or tending to compete with the business
of the Company or any Associated Company.
(B) The Managing Director Reinsurance will not for a period of one year after
the termination of his employment with the Company either personally or by
an agent directly or indirectly either on his own account or for any other
person, firm or company be engaged in or concerned directly or indirectly
in any executive managerial, technical or advisory capacity in any business
concern (of whatever kind) which is in competition with the business of the
Company or any Associated Company. This clause will not restrain the
Executive from being engaged or concerned, in any business concern in so
far as the Executive's duties, work, activities or service shall consist
solely of:
(i) duties, work, activities or services of a kind with which the
Executive was not concerned or involved in to a material extent during
his employment with the Company or any Associated Company.
11. RETURN OF PAPERS
The Managing Director Reinsurance shall promptly whenever requested by the
Company and in any event upon termination of his employment deliver up to
the Company all lists of clients or customers, correspondence and all other
documents, papers and records which may have been prepared by him or have
come into his possession, or under his custody or control in the course of
his employment, and the Chief Executive Officer shall not be entitled to
and shall not retain any copies thereof. Title and copyright shall vest in
the Company.
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12. DIRECTORSHIP
The removal of the Managing Director Reinsurance of the Company or the
failure of the Company in general meeting to re-elect the Managing Director
Reinsurance as a Director of the Company if under the Articles of
Association for the time being of the Company he shall be obliged to retire
by rotation or otherwise shall terminate his employment under this
Agreement. Such termination shall be taken to be a breach by the Company of
this Agreement unless at the time of removal or failure to re-elect the
Company was entitled to terminate the Managing Director Reinsurance's
employment in accordance with clause 12. The Managing Director Reinsurance
shall not during his employment resign his office as Director of the
Company or Associated Company or do anything which would cause him to be
disqualified from continuing to act as such a Director.
13. TERMINATION OF EMPLOYMENT
If the Managing Director Reinsurance:
(i) shall become incapacitated from any cause whatsoever from efficiently
performing his duties hereunder for twelve (12) consecutive months;
or
(ii) shall be or become of unsound mind or be or become a patient for any
purpose of any (or any part thereof) relating to mental health; or
(iii) shall be or become prohibited by law from being a director; or
(iv) shall be guilty of misconduct or shall commit any serious or
persistent breach of any of his obligations to the Company or any
Associated Company (whether under this Agreement or otherwise); or
(v) shall fail or neglect to comply with any reasonable and lawful orders
given to him by the Company; or
(vi) shall fail, in the reasonable opinion of the Board, to perform his
duties competently (after having received prior written warning of
the shortcomings of his performance) then the Company shall be
entitled by notice in writing to the Managing Director Reinsurance to
terminate forthwith his employment under this Agreement.
(vii) If the employment of the Managing Director Reinsurance shall be
terminated by reason of the liquidation of the Company for the
purpose of amalgamation or reconstruction or as part of any
arrangement for the amalgamation of the undertaking of the Company
not involving liquidation and the Managing Director Reinsurance shall
be offered employment with the amalgamating or reconstructed company
of a status and on terms not less favorable to the Managing Director
Reinsurance
-page 8-
than the terms of this Agreement, the Managing Director Reinsurance
shall have no claim against the Company in respect of the termination
of his employment by the Company hereunder.
Any delay or forbearance by the Company in exercising any right of
termination shall not constitute waiver of it.
14. MISCELLANEOUS
(A) Notwithstanding the termination of this Agreement, the provisions of this
Agreement shall remain in full force and effect insofar as may be necessary
to permit the obligations of the Managing Director Reinsurance hereunder
which are of continuing nature to be enforced against him accordingly.
(B) Notwithstanding that any provision of this Agreement may prove to be
illegal or unenforceable, the remaining provisions of this Agreement shall
remain in full force and effect.
(C) If the Managing Director Reinsurance wishes to obtain redress from any
grievance relating to his employment or is dissatisfied with any
disciplinary step taken by the Company he shall apply in writing setting
out the nature and details of any such grievance or dissatisfaction to the
Board. The steps consequent upon any such application are those normally
taken upon applications of a like nature from executives.
15. NOTICES
Any notice to be given hereunder shall be sufficiently served in the case
of the Managing Director Reinsurance by being delivered either personally
to him or sent by registered post addressed to him at his usual or last
place of abode or in the case of the Company by being delivered at or sent
by registered post addressed to its Registered Office and any such notice
if so posted shall be deemed served on the day following that on which it
was posted.
16. OTHER AGREEMENTS
The Managing Director Reinsurance acknowledges and warrants that save for a
shareholders' agreement ("the Shareholders Agreement") made between the
Management Shareholders (as defined in the Shareholders Agreement) the
Investors (as defined in the Shareholders Agreement) and Stirling Xxxxx
Xxxxx Holdings Limited dated as of January 24, 1996, there are no
agreements or arrangements whether written or oral or implied between the
Company or any Associated Company and the Managing Director Reinsurance
relating to the employment of the Managing Director Reinsurance other than
those expressly set out in this Agreement and that he is not entering into
this Agreement in reliance on any representation not expressly set out
herein.
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17. GOVERNING LAW
This agreement shall be governed by an construed in accordance with Bermuda
Law. Each of the parties hereby irrevocably agrees for the mutual benefit
that the Courts of Bermuda are to have jurisdiction to settle any disputes
which may arise out of or in connection with this Agreement.
Signed /S/ Xxxxxxxx Xxxxx Date 01 September 1997
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Witness /S/ Xxxxxx X. Xxxxxxx Date 30 September 1997
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STIRLING XXXXX XXXXX HOLDINGS LIMITED
/S/ Xxxxxx X. Xxxxx DIRECTOR
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SEAL
