AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT SHEET
Exhibit 10.5
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT SHEET
This Amendment, dated and effective as of August 28, 2020 (the “Effective Date”), to the Executive Employment Sheet (the “Agreement”), dated effective as of January 1, 2020, by and between Global Indemnity Limited (“Global Cayman”) and Xxxxxxx Xxxxx (the “Executive”):
WHEREAS, Global Cayman entered into a Scheme of Arrangement and Amalgamation (the “Scheme”) with New CayCo (“New CayCo”) and certain shareholders, which was consummated on the Effective Date and which, together with the subsequent merger (together with the Scheme, the “Reorganization”) of New CayCo with and into Global Indemnity Group, LLC (“Global Delaware”), resulted in the exchange of Global Cayman ordinary shares for Global Delaware common shares on a one-for-one basis, the replacement of Global Cayman by Global Delaware as the ultimate parent holding company of the Global Indemnity group of companies and the assumption by Global Delaware of the obligations of Global Cayman; and
WHEREAS, the Executive, Global Cayman and Global Delaware (the “Parties”) wish to amend the Agreement to reflect such changes that are deemed necessary or appropriate to reflect the consummation of the Reorganization;
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and in the Agreement and for other good and valuable consideration, the receipt of which is mutually acknowledged, effective as of the Effective Date, the Parties hereby agree as follows:
1. The reference to “Global Indemnity PLC” in the section of the Agreement entitled “POSITION, TITLE & REPORTING” shall instead be a reference to “Global Indemnity Group, LLC,” and the reference to “Global Indemnity Reinsurance Company, Ltd.” in the same section shall instead be a reference to “Global Indemnity Services (Bermuda) Limited.”
2. The reference to “Global Indemnity Limited” in the first sentence of the section of the Agreement entitled “ANNUAL BONUS OPPORTUNITY & COMPONENTS” and the reference to “Global Indemnity Ltd.” in the last sentence of the same section shall instead be references to “Global Indemnity Group, LLC,” and the reference to “Global Indemnity Reinsurance Company, Ltd.” in the penultimate sentence of the first paragraph of the same section and the last bullet of the same section shall instead be a reference to “GBLI reinsurance operations.”
3. All other terms and conditions of the Agreement, as so amended, shall remain unchanged and in full force and effect.
4. This Amendment may be executed in several counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument. Facsimile or electronic copies of this Amendment shall be of the same force and effect as the original.
[signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to Executive Employment Sheet as of the Effective Date.
| EXECUTIVE |
| /s/ Xxxxxxx Xxxxx |
| Xxxxxxx Xxxxx |
| GLOBAL INDEMNITY LIMITED |
| /s/ Xxxxxx X. XxXxxxxx |
| Name: Xxxxxx X. XxXxxxxx |
| Title: Chief Financial Officer |
| GLOBAL INDEMNITY GROUP, LLC |
| /s/ Xxxxxx X. XxXxxxxx |
| Name: Xxxxxx X. XxXxxxxx |
| Title: Chief Financial Officer |
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