EXHIBIT 10.5
FORM OF EMPLOYEE BENEFITS AND COMPENSATION
MATTERS AGREEMENT
AGREEMENT, dated as of [October ___], 2002 (the "Agreement"),
by and between The St. Xxxx Companies, Inc. ("St. Xxxx"), a Minnesota
corporation, and Platinum Underwriters Reinsurance, Inc. ("Platinum US").
WHEREAS, St. Xxxx intends, contingent upon the closing of an
initial public offering (the "PUBLIC OFFERING") of the Company's common shares,
par value $0.01 per share and the transactions contemplated in the Formation and
Separation Agreement between St. Xxxx and Company (the "Formation Agreement"),
to transfer to Company the majority of its St. Xxxx Re division's reinsurance
business; and
WHEREAS, St. Xxxx and Platinum US wish to provide for the
allocation of assets and liabilities and certain other matters with respect to
employee benefit plans, executive compensation plans and certain other employee
plans and arrangements in connection with the Public Offering.
NOW, THEREFORE, in consideration of the covenants and
agreements set forth herein, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined in this Agreement, capitalized terms
shall have the meaning as defined in the Formation Agreement. As used in this
Agreement, the following terms shall have the following meanings:
1.1 "Affiliate" of any person or entity means any corporation,
partnership, proprietorship or business entity which, directly or indirectly,
owns or controls, is under common ownership or control with, or is owned or
controlled by, such person or entity.
1.2 "Business Employee" means each employee of St. Xxxx Re, Inc. and
any other employee or independent contractor of St. Xxxx or its Affiliates who
is dedicated to the conduct of the Business, but excluding any employees or
independent contractors based in the United Kingdom.
1.3 "Closing" shall be as defined in the Formation Agreement.
1.4 "Closing Date" shall be as defined in the Formation Agreement.
1.5 "Code" means the Internal Revenue Code of 1986, as amended.
1.6 "Company" means Platinum Underwriters Holdings, Ltd.
1.7 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
1.8 "Existing Retention Obligations" means those retention
obligations of St. Xxxx that have arisen from letter agreements between St. Xxxx
Companies, Inc. and Platinum US Transfer Employees listed on Schedule 1.8.
1.9 "Prorated Retention Obligations" means those retention
obligations of St. Xxxx and Platinum US that have arisen from letter agreements
between [St. Xxxx Companies, Inc.][Platinum US] and Platinum US Transfer
Employees listed on Schedule 1.9 and that shall be prorated between St. Xxxx and
Platinum US in accordance with Section 6.7(b). [ENTITY NAME TO BE CONFIRMED.]
1.10 "Public Offering Date" means the date of the closing of the
Public Offering.
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1.11 "St. Xxxx Xxxx Balance Plan" means the portion of the St. Xxxx
Pension Plan that provides for benefit accrual based on the cash balance
formula.
1.12 "St. Xxxx Employee" means each employee of St. Xxxx or any of
its Affiliates, including but not limited to the Business Employees.
1.13 "St. Xxxx Enhanced Severance Program" means the St. Xxxx
Companies, Inc. Enhanced Severance Program.
1.14 "St. Xxxx Executive Retirement Plan" means the portion of the
St. Xxxx SERP that provides benefits which would have been provided under the
St. Xxxx Pension Plan if not for limitations imposed by the Code.
1.15 "St. Xxxx Executive Savings Plan" means the portion of the St.
Xxxx SERP that provides benefits which would have been provided under the St.
Xxxx 401(k) Plan and the St. Xxxx Xxxxx Ownership Plan if not for limitations
imposed by the Code.
1.16 "St. Xxxx 401(k) Plan" means the St. Xxxx Companies, Inc.
Savings Plus Plan.
1.17 "St. Xxxx Global Stock Option Plan" means the St. Xxxx
Companies Inc. Global Stock Option Plan.
1.18 "St. Xxxx Pension Plan" means the St. Xxxx Companies, Inc.
Employees' Retirement Plan.
1.19 "St. Xxxx Restricted Shares" means restricted stock granted
under the St. Xxxx Xxxxx Incentive Plan.
1.20 "St. Xxxx Retiree Health Plan" means the St. Xxxx Companies,
Inc. Retiree Health Plan.
1.21 "St. Xxxx SERP" means the St. Xxxx Companies, Inc. Benefit
Equalization Plan, as amended.
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1.22 "St. Xxxx Xxxxx Incentive Plan" means the St. Xxxx Companies,
Inc., Amended and Restated 1994 Stock Incentive Plan.
1.23 "St. Xxxx Xxxxx Ownership Plan" means the St. Xxxx Companies,
Inc. Stock Ownership Plan.
1.24 "St. Xxxx Traditional Plan" means the means the portion of the
St. Xxxx Pension Plan that provides for benefit accrual based on the original
defined benefit formula provided under the St. Xxxx Pension Plan.
1.25 "St. Xxxx Xxxxx Options" means stock options granted under the
St. Xxxx Xxxxx Incentive Plan and the St. Xxxx Global Stock Option Plan.
1.26 "Transfer Date" shall be defined in Article II hereof.
1.27 "Platinum US 401(k) Plan" shall have the meaning set forth in
Section 3.1 hereof.
1.28 "Platinum US Transfer Employee" means each Business Employee
who becomes an employee of Platinum US in accordance with Article II hereof.
ARTICLE II
EMPLOYMENT
St. Xxxx and Platinum US shall use their reasonable best
efforts so that, effective on the day immediately following the Closing Date
(the "Transfer Date"), the Business Employees listed on Schedule 2 become
employees of Platinum US.
ARTICLE III
RETIREMENT PLANS
3.1 PLATINUM US 401(K) PLAN.
(a) IN GENERAL. As soon as practicable on or after the
Transfer Date, Platinum US shall establish a defined contribution plan that
includes a qualified cash or deferred
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arrangement within the meaning of Section 401(k) of the Code (the "Platinum US
401(k) Plan") for the benefit of the Platinum US Transfer Employees and shall
take, or cause to be taken, all necessary and appropriate action to allow each
eligible Platinum US Transfer Employee to participate in the Platinum US 401(k)
Plan.
(b) SERVICE CREDIT. The employment of each Platinum US Transfer
Employee with St. Xxxx or any of its Affiliates shall be treated as employment
with Platinum US for purposes of eligibility and vesting under the Platinum US
401(k) Plan to the extent such employees were credited with such employment
under the St. Xxxx 401(k) Plan.
(c) ROLLOVER. Provided that the parties are reasonably satisfied,
consistent with the regulations under Section 401(a)(31) of the Code, that the
other party's applicable plan meets the requirements for qualification under
Section 401(a) of the Code, Platinum US shall cause the Platinum US 401(k) Plan
to accept the rollover of "eligible rollover distributions" (as defined in
Section 401(a)(31) of the Code) (including outstanding Platinum US Transfer
Employee loans, but excluding distributions of St. Xxxx common stock) from the
St. Xxxx 401(k) Plan and the St. Xxxx Xxxxx Ownership Plan with respect to
Platinum US Transfer Employees in accordance with Platinum US's rollover
procedures. St. Xxxx shall have no liability with respect to the St. Xxxx 401(k)
Plan or the St. Xxxx Xxxxx Ownership Plan account balances of Platinum US
Transfer Employees that are rolled over to the Platinum US 401(k) Plan, other
than any liabilities that arise out of any act or omission of St. Xxxx or any of
its Affiliates prior to the rollover.
3.2 ST. XXXX 401(K) PLAN.
(a) IN GENERAL. St. Xxxx has previously established the St. Xxxx
401(k) Plan and the St. Xxxx Xxxxx Ownership Plan for the benefit of the St.
Xxxx Employees.
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(b) MATCHING CONTRIBUTIONS. St. Xxxx shall contribute to the St.
Xxxx 401(k) Plan, the St. Xxxx Executive Savings Plan and St. Xxxx Xxxxx
Ownership Plan, for the account of each Platinum US Transfer Employee who is
a participant in the St. Xxxx 401(k) Plan, the St. Xxxx Executive Savings
Plan or the St. Xxxx Xxxxx Ownership Plan immediately prior to the Transfer
Date, employer matching contributions under the St. Xxxx 401(k) Plan, the St.
Xxxx Executive Savings Plan and the St. Xxxx Xxxxx Ownership Plan through the
Transfer Date. The account balances for matching contributions of all
Platinum US Transfer Employees under the St. Xxxx 401(k) Plan, the St. Xxxx
Executive Savings Plan and the St. Xxxx Xxxxx Ownership Plan will fully vest
upon the Transfer Date.
(c) PERFORMANCE SHARES. Performance Shares held for the account of
each Platinum US Transfer Employee who is a participant in the St. Xxxx Xxxxx
Ownership Plan immediately prior to the Transfer Date will fully vest upon the
Transfer Date. Platinum US Transfer Employees will not be eligible to receive
Performance Share allocations under the St. Xxxx Xxxxx Ownership Plan for 2002.
3.3 ST. XXXX PENSION PLAN.
(a) IN GENERAL. St. Xxxx has previously established the St. Xxxx
Pension Plan for the benefit of the St. Xxxx Employees.
(b) PLATINUM US TRANSFER EMPLOYEES' ACCRUED BENEFITS. Each Platinum
US Transfer Employee who is a participant in the St. Xxxx Pension Plan as of the
Transfer Date and who is (i) within two years of satisfying the minimum
retirement eligibility requirements of the St. Xxxx Pension Plan (i.e. being 55
years of age and having 10 years of service or being 62 years of age with one
year of service credit) or (ii) is at least 50 years old and has a minimum of 20
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years of credited service under the St. Xxxx Pension Plan, shall receive
additional age and service credit under the St. Xxxx Pension Plan for service
provided to Platinum US and its Affiliates following the Transfer Date as if
such service had been with St. Xxxx in an amount equal to only the amount of
additional age and service credit each such Platinum US Transfer Employee needs
to meet the minimum retirement eligibility requirements under the St. Xxxx
Pension Plan. Provided that the parties are reasonably satisfied, consistent
with the regulations under Section 401(a)(31) of the Code, that the other
party's applicable plan meets the requirements for qualification under Section
401(a) of the Code, Platinum US shall cause the Platinum US 401(k) Plan to
accept the rollover of "eligible rollover distributions" (as defined in Section
401(a)(31) of the Code), including amounts credited for retiree medical under
the St. Xxxx Xxxx Balance Plan, from the St. Xxxx Pension Plan with respect to
Platinum US Transfer Employees in accordance with Platinum US's rollover
procedures.
3.4 ST. XXXX RETIREE HEALTH PLAN. Each Platinum US Transfer Employee who
is (i) within two years of satisfying the minimum eligibility requirements for
retiree health or life insurance benefits in accordance of the terms of the St.
Xxxx Retiree Health Plan, or (ii) is at least 50 years old and has a minimum of
20 years of credited service under the St. Retiree Health Plan shall receive
additional age and service credit under the St. Xxxx Retiree Health Plan for
service provided to Platinum US and its Affiliates following the Transfer Date
as if such service had been with St. Xxxx in an amount equal to only the amount
of additional age and service credit each such Platinum US Transfer Employee
needs to meet the minimum eligibility requirements under the St. Xxxx Retiree
Health Plan. Upon retirement from Platinum US and its Affiliates, each such
Platinum US Transfer Employee who is eligible to receive retiree health and life
insurance benefits under the St. Xxxx Retiree Health Plan shall receive such
benefits, if any, in
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accordance with the terms of the St. Xxxx Retiree Health Plan as in effect for
St. Xxxx Employees as of the date of such employee's retirement from Platinum US
and its Affiliates. Nothing in this Section 3.4 shall limit the ability of St.
Xxxx to amend, suspends or terminate the St. Xxxx Retiree Health Plan.
ARTICLE IV
SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS
4.1 St. Xxxx SERP.
(a) IN GENERAL. St. Xxxx has previously established the St. Xxxx
SERP for the benefit of certain employees of St. Xxxx.
(b) ADDITIONAL AGE AND SERVICE CREDIT. Each Platinum US Transfer
Employee who is a participant in the St. Xxxx Executive Retirement Plan as of
the Transfer Date and who is (i) within two years of satisfying the minimum
retirement eligibility requirements of the St. Xxxx SERP or (ii) is at least 50
years old and has a minimum of 20 years of credited service under the St. Xxxx
SERP shall receive additional age and service credit under the St. Xxxx
Executive Retirement Plan for service provided to Platinum US and its Affiliates
following the Transfer Date as if such service had been with St. Xxxx in an
amount equal to only the amount of additional age and service credit each such
Platinum US Transfer Employee needs to meet the minimum retirement eligibility
requirements under the St. Xxxx Executive Retirement Plan.
(c) PLATINUM US TRANSFER EMPLOYEES' VESTED BENEFITS. Each Platinum
US Transfer Employee who is a participant in the St. Xxxx SERP as of the
Transfer Date shall receive a payout of such employee's vested St. Xxxx SERP
benefit in accordance with the terms of the St. Xxxx SERP.
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ARTICLE V
ST. XXXX XXXXX INCENTIVE PLAN AND ST. XXXX GLOBAL STOCK OPTION PLAN
5.1 TRANSFER OF EMPLOYMENT. For purposes of the St. Xxxx Xxxxx Incentive
Plan and the St. Xxxx Global Stock Option Plan, transfer of a Platinum US
Transfer Employee's employment from St. Xxxx to Platinum US shall constitute a
termination of employment without Cause (as such term is defined in the relevant
stock option plan) as of the Transfer Date.
5.2 STOCK OPTIONS. All St. Xxxx Xxxxx Options held by Platinum US Transfer
Employees that are vested as of the Transfer Date will be exercisable in
accordance with their terms and the relevant stock option plan. All St. Xxxx
Xxxxx Options held by Platinum US Transfer Employees that are unvested as of the
Transfer Date will terminate as of such date; and each such Platinum US Transfer
Employee will be entitled to receive, for each unvested St. Xxxx Xxxxx Option
that otherwise would have vested during the period from the Transfer Date
through the second anniversary of the Transfer Date, a cash payment on each date
such St. Xxxx Xxxxx Option otherwise would have vested equal to (i) the number
of shares subject to such employee's St. Xxxx Xxxxx Options that otherwise would
have vested on such vesting date, multiplied by (ii) the value per share of each
such option, determined based on the excess of the closing price of the St. Xxxx
common stock on the New York Stock Exchange on the Transfer Date, over the
exercise price of the option, provided such Platinum US Transfer Employee is
still employed by Platinum US or one of its Affiliates as of each such vesting
date. The foregoing cash payments shall be made by Platinum US, and St. Xxxx
shall reimburse Platinum US for the amounts of such payments within thirty (30)
days following written notice from Platinum US.
5.3 RESTRICTED SHARES. The restrictions on all St. Xxxx Restricted Shares
held by Platinum US Transfer Employees that otherwise would have lapsed during
the period from the
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Transfer Date through the first anniversary of the Transfer Date, shall lapse
immediately prior to the Transfer Date. Effective as of the Transfer Date, all
St. Xxxx Restricted Shares held by Platinum US Transfer Employees shall
terminate as of such date and shall be of no further force and effect.
ARTICLE VI
OTHER BENEFITS
6.1 CONTINUATION OF COVERAGE. Effective for the period from the Transfer
Date through December 31, 2002 (the "Continuation Coverage Period"), each
Platinum US Transfer Employee and each other employee of Platinum US hired after
the Transfer Date, together with dependents thereof, shall continue to be
covered by St. Paul's employee welfare and fringe benefit plans listed on
Schedule 6.1 (collectively, "Welfare Plans") on the same basis as if their
employment with Platinum US and its Affiliates was continued employment with St.
Xxxx (including for purposes of co-payments and deductibles). Effective January
1, 2003, each Platinum US Transfer Employee, together with dependents thereof,
shall cease to be covered by the Welfare Plans and shall be eligible to
participate in Platinum US's employee welfare and fringe benefit plans,
including but not limited to plans, programs, policies and arrangements which
provide medical and dental coverage, life and accident insurance and disability
coverage (collectively, " Platinum US Welfare Plans").
6.2 COST ALLOCATION OF CONTINUATION COVERAGE. Platinum US shall be
responsible for the costs of providing continuation coverage to eligible
Platinum US Transfer Employees under the Welfare Plans during the Continuation
Coverage Period (including, but not limited to the costs of providing such
benefits and certain administrative costs) solely in accordance with the terms
of a letter agreement (the "Letter Agreement") to be entered into between St.
Xxxx and
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Platinum US as soon as practicable following the date on which the Formation
Agreement is entered into.
6.3 CERTAIN HEALTH PLAN PROVISIONS. Any pre-existing condition and
actively at work requirements in any of the Platinum US Welfare Plans that are
medical, dental or health plans shall be waived with respect to eligible
Platinum US Transfer Employees, to the extent such conditions and requirements
were not applicable to each such employee immediately prior to January 1, 2003.
6.4 VACATION. Any earned, but not taken, vacation time and other paid time
off with St. Xxxx of each Platinum US Transfer Employee shall become the
responsibility of Platinum US effective as of the Transfer Date, and St. Xxxx
shall cease to have any liability in respect thereof.
6.5 2002 BONUSES. As soon as practicable following the date that the 2002
annual bonuses, if any, are paid by St. Xxxx to St. Xxxx Employees (or on or no
later than March 31, 2003 if no such bonuses are paid), St. Xxxx shall reimburse
Platinum US an amount equal to the annual bonus each of the Platinum US Transfer
Employees set forth on Annex A (attached hereto) would have been eligible to
receive based on actual St. Xxxx performance based on 100% of 2001 bonus targets
and prorated for the period from January 1, 2002 through the Transfer Date,
provided such Platinum US Transfer Employee is employed by Platinum US on the
date that 2002 annual bonuses are (or would have been) paid to St. Xxxx
Employees.
6.6 ENHANCED SEVERANCE PROGRAM. Prior to the Transfer Date, Platinum US
shall adopt the St. Xxxx Enhanced Severance Program and shall keep such plan in
effect for the benefit of all Platinum US Transferred Employees for the period
from the Transfer Date until ninety (90) days following the Transfer Date. St.
Xxxx will remain liable for the expense of any Platinum US Transferred Employees
terminated by Platinum US during such 90-day period, in accordance
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with the terms of the St. Xxxx Enhanced Severance Program and based on each such
Platinum US Transferred Employee's accrued service and salary through the
Transfer Date. St. Xxxx shall keep in effect for the period from the Transfer
Date until 90 days following the Transfer Date the St. Xxxx Enhanced Severance
Program for all Business Employees who do not become Platinum US Transfer
Employees.
6.7 RETENTION OBLIGATIONS.
(a) St. Xxxx agrees to honor all Existing Retention Obligations and
to recognize under the Existing Retention Obligations all service provided to
Platinum US and its Affiliates following the Transfer Date.
(b) St. Xxxx and Platinum US agree to honor the Prorated Retention
Obligations on a pro rata basis as follows: (i) St. Xxxx shall assume and be
liable for the portion of each Prorated Retention Obligation in an amount equal
to the product of (A) the amount of each such Prorated Retention Obligation and
(B) a fraction, the numerator of which is the number of days from the date such
Prorated Retention Obligation was entered into through the Transfer Date and the
denominator of which is the number of days from the date such Prorated Retention
Obligation was entered into through July 1, 2004, and (ii) Platinum US shall
assume and be liable for the portion of each Prorated Retention Obligation in an
amount equal to the product of (A) the amount of each such Prorated Retention
Obligation and (B) a fraction, the numerator of which is the number of days from
the Transfer Date through July 1, 2004 and the denominator of which is the
number of days from the date such Prorated Retention Obligation was entered into
through July 1, 2004. St. Xxxx will reimburse Platinum US for St. Paul's portion
of the Prorated Retention Obligation within 10 business days of its receipt of
notice from Platinum US that the Prorated Retention Obligation amounts have been
paid.
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6.8 PAYROLL SERVICES. Effective for the period from the Transfer
Date through December 31, 2002, St. Xxxx shall provide Platinum US with payroll
processing, payroll deduction, tax withholding, and year end tax reporting for
the Platinum US Transfer Employees and Platinum US shall be responsible for all
costs of such services in accordance with the terms of the Letter Agreement and
the Master Services Agreement.
6.9 WITHHOLDING. St. Xxxx and Platinum US shall individually and
collectively make commercially reasonable efforts to avoid unnecessary
duplicated federal, state or local payroll and other withholding taxes with
respect to the Platinum US Transfer Employees for 2002.
ARTICLE VII
MISCELLANEOUS
7.1 CERTAIN ASPECTS. Nothing in this Agreement shall be treated as, or
deemed to affect any employee benefit plan of St. Paul's subsidiaries
incorporated outside of the United States.
7.2 ENTIRE AGREEMENT. This Agreement shall constitute the entire agreement
between the parties with respect to the subject matter hereof and shall
supersede all previous negotiations, discussions, agreements and understandings
with respect to such subject matter.
7.3 Employee Liabilities.
(a) Except as otherwise provided herein, St. Xxxx shall retain all
liabilities with respect to any employee benefit plan, program, policy or
arrangement maintained by St. Xxxx for the benefit of the Business Employees
(including the Platinum US Transferred Employees), any other liabilities of any
nature whatsoever relating to the Business Employees (including the Platinum US
Transfer Employees) that relate to the periods prior to and including the
Transfer Date, and any other liabilities of any nature whatsoever relating to
the Business
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Employees who do not become Platinum US Transferred Employees that relate to any
period before or after the Transfer Date. Except as otherwise provided herein,
St. Xxxx shall be responsible for any payment of (whether of severance pay or
otherwise), acceleration of, forgiveness of indebtedness owing from, vesting of,
distribution of, or increase in or obligation to fund, any compensation or
benefits with respect to any Business Employee (including Platinum US Transfer
Employees) under any employee benefit plan, program, policy or arrangement
maintained by St. Xxxx or its Affiliates as a result of the execution of,
consummation of, and performance of the transactions contemplated in, the
Formation Agreement (including the Public Offering or the Closing) (either alone
or upon the occurrence of any additional or subsequent events).
(b) Except as specifically provided in this Agreement, Platinum US
shall be responsible for any liabilities relating to the Platinum US Transfer
Employees which are incurred after the Transfer Date.
7.4 DISPUTE RESOLUTION.
(a) MANDATORY ARBITRATION. The parties hereto shall promptly submit
any dispute, claim, or controversy arising out of or relating to this Agreement
and/or the provision of services hereunder, including effect, validity, breach,
interpretation, performance, or enforcement (collectively, a "Dispute") to
binding arbitration in New York, New York at the offices of Judicial Arbitration
and Mediation Services, Inc. ("JAMS") before an arbitrator (the "Arbitrator") in
accordance with JAMS' Comprehensive Arbitration Rules and Procedures and the
Federal Arbitration Act, 9 U.S.C. xx.xx. 1 et seq. The Arbitrator shall be a
former judge selected from JAMS' pool of neutrals. The parties agree that,
except as otherwise provided herein respecting temporary or preliminary
injunctive relief, binding arbitration shall be the sole means
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of resolving any Dispute. Judgment on any award of the Arbitrators may be
entered by any court of competent jurisdiction.
(b) COSTS. The costs of the arbitration proceeding and any
proceeding in court to confirm or to vacate any arbitration award or to obtain
temporary or preliminary injunctive relief as provided in paragraph (c) below,
as applicable (including, without limitation, actual attorneys' fees and costs),
shall be borne by the unsuccessful party and shall be awarded as part of the
Arbitrator's decision, unless the Arbitrator shall otherwise allocate such costs
in such decision.
(c) INJUNCTIVE RELIEF. The parties hereto may seek or obtain
temporary or preliminary injunctive relief in a court for any breach or
threatened breach of any provision hereof pending the hearing before and
determination of the Arbitrator. St. Xxxx hereby agrees that it shall continue
to provide, or cause its Affiliates to provide, any and all services hereunder
pending the hearing before and determination of the Arbitrator, it being agreed
and understood that the failure to so provide may cause irreparable harm to
Platinum and its Affiliates and that the putative breaching party has assumed
all of the commercial risks associated with such breach or threatened breach of
any provision hereof by such party.
(d) COURTS. The parties agree that the State and Federal courts in
The City of New York shall have jurisdiction for purposes of enforcement of
their agreement to submit Disputes to arbitration and of any award of the
Arbitrator.
7.5 GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without applying or giving
effect to provisions relating to conflict of laws.
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7.6 NOTICES. All notices and other communications hereunder shall be in
writing, shall reference this Agreement and shall be hand delivered or mailed by
registered or certified mail (return receipt requested) or sent by any means of
electronic message transmission with delivery confirmed (by voice or otherwise)
to the parties at the following addresses (or at such other addresses for a
party as shall be specified by like notice) and will be deemed given on the date
on which such notice is received:
TO ST. XXXX:
The St. Xxxx Companies, Inc.
000 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: General Counsel
TO PLATINUM US:
The address of Platinum US's principal place of business
Attention: Corporate Secretary
7.7 AMENDMENTS. This Agreement may not be modified or amended except by an
agreement in writing signed by the parties.
7.8 SUCCESSORS AND ASSIGNS. Neither party may assign its rights or
delegate any of its duties or obligations under this Agreement without the prior
written consent of the other party. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties and their
respective successors and assigns.
7.9 NO THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit
of the parties hereto and their respective subsidiaries and should not be deemed
to confer upon third parties any remedy, claim, liability, reimbursement, claim
of action or other right in excess of those existing without reference to this
Agreement.
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7.10 TITLES AND HEADINGS. Titles and headings to sections herein are
inserted for the convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.
7.11 ENFORCEABILITY. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render such
provision unenforceable in any other jurisdiction.
Access to Information. Platinum US and St. Xxxx shall provide
each other with access to information reasonably necessary in order to carry out
the provisions of this Agreement (including premium reconciliation for billing
and collections). As of the Transfer Date, St. Xxxx shall transfer to Platinum
US originals or copies of all personnel files, records and reports in respect of
the Platinum US Transfer Employees, whether in hard copy, electronic format,
magnetic or other media. The parties agree that they shall be joint owners of
the information and records relating to the Platinum US Transfer Employees,
whether they have originals or copies of the various components thereof.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officers of the parties hereto as of the date first
hereinabove written.
THE ST. XXXX COMPANIES, INC.
By: ______________________
Title:
PLATINUM UNDERWRITERS REINSURANCE, INC.
By: ______________________
Title:
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SCHEDULE 1.8
EXISTING RETENTION OBLIGATIONS
---------------------------------------- -------------------------------------- --------------------------------------
NAME OF EMPLOYEE PAYMENT ELIGIBLE TO RECEIVE IF PAYMENT ELIGIBLE TO RECEIVE IF
EMPLOYED BY ST. XXXX RE EMPLOYED BY ST. XXXX RE
OR PLATINUM US OR PLATINUM US
THROUGH JUNE 1, 2002 THROUGH JUNE 1, 2003
---------------------------------------- -------------------------------------- --------------------------------------
Xxxxxx Xxxxxx $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
Xxxxxx Xxxxxx $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
Xxxx Xxxxxx $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
Xxx Xxxx $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
Xxxxx Xxxxx $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
Xx Xxxxxx $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
Xxxxx Xxxxxxx $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
Xxxxx Xxxxxxxxxx $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
Xxx Xxxxxxx $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
Xxxxx Marine $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
H. Xxxxxxxxx Xxxxxxxx $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
Eleni Kourou $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
Xxxxxxx Xxxxx $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
Xxxx Xxxxxxxxxx $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
Xxxxx Xxx $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
Xxx Xxxxxxx $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
Xxxxx Xxxxxx $50,000 $50,000
---------------------------------------- -------------------------------------- --------------------------------------
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SCHEDULE 1.9
PRORATED RETENTION OBLIGATIONS
[TO COME]
SCHEDULE 2
BUSINESS EMPLOYEES
The list of Business Employees will be finalized prior to the Public
Offering Date.
SCHEDULE 6.1
WELFARE PLANS
1. The St. Xxxx Companies, Inc. Medical Plan
2. The St. Xxxx Companies, Inc. Dental Plan
3. The St. Xxxx Companies, Inc. Vision Plan
4. The St. Xxxx Companies, Inc. Basic Life Insurance and AD&D Insurance
5. The St. Xxxx Re Supplemental Life Insurance Plan (Unicare) (subject to
approval of insurance carrier)
6. The St. Xxxx Companies, Inc. Short-Term Disability Plan
7. The St. Xxxx Companies, Inc. Long-Term Disability Plan
8. The St. Xxxx Companies, Inc. Reserve Accounts
9. The St. Xxxx Companies, Inc. Group Legal Plan
10. The St. Xxxx Companies, Inc. Personal Financial Planning Program
22
ANNEX A
2002 BONUSES
The list of 2002 bonus targets for Business Employees who are Platinum
US Transfer Employees will be finalized prior to the Public Offering Date.
23
