Exhibit 10(b)
SEPARATION AGREEMENT
AND
GENERAL RELEASE
THIS AGREEMENT is made as of the 15th day of April, 2002.
BETWEEN:
Overseas Partners Ltd., One Victoria Street, Xxxxxxxx (the "Company")
- and -
Xxx Xxxxxx of 00 Xxxxx Xxxx Xxxx, Xxxxx (the "Executive")
WHEREAS the Executive is employed by the Company; and
WHEREAS the Executive's position with the Company has become redundant and the
Executive's employment with the Company shall end on the date specified herein;
THEREFORE the Company and the Executive agree that:
1) The Executive's employment with the Company will end on April 15th,
2002 (the "Termination Date").
2) Subject to the Executive's compliance with the obligations under this
Agreement, (a) the Company will pay to the Executive within ten (10)
days of the execution of this Agreement by the Executive, the total
cash severance stated in, and calculated in the manner set out in,
Sections 4h) and 5 c) of the employment agreement between the Company
and the Executive dated January 10, 2002 (the "Employment Agreement").
In accordance with Section 5d) of the Employment Agreement, all
outstanding grants of of resticted stock, stock options and stock
appreciation rights previously granted to the Executive by the Company
will automatically become fully vested on the Termination Date. Save
as otherwise provided herein, the provisions of this Agreement shall
not affect the Executive's rights with respect to the restricted stock
grants made pursuant to the Restricted Stock Agreement between the
Executive and Overseas Partners Ltd. dated August 15, 2001 nor with
respect to the option grants pursuant to the
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Option Grant Award Agreement between the Executive and Overseas
Partners Ltd. dated August 15, 2001. The Company also agrees to
continue the health insurance coverage currently provided to the
Executive and his family and/or facilitate such coverage on behalf of
the Executive at the Executive's expense for a period of 3 months
after the Termination Date or until the Executive obtains full-time
employment, whichever is earlier, and to continue the Executive's
housing allowance in accordance with Section 5(c) of the Employment
Agreement .
3)
a) The Executive agrees that without the express written consent of an
executive officer of the Company, including but not limited to the
Company's Chief Executive Officer and Chief Financial Officer, or as
otherwise provided herein, the Executive shall, for a period of two
(2) years from the Termination Date, keep confidential all
"Confidential Information" as defined herein and shall not disclose
such Confidential information to any person. The term "Confidential
Information" means for the purposes hereof (a) all oral, visual,
electronic and/or written information concerning the clients, business
partners, operations, properties, contracts and finance of the Company
and its parent, affiliates and subsidiaries that is non-public,
confidential or proprietary in nature, and, (b) the provisions of this
Agreement and the terms and conditions of the termination of the
Executive's employment with the Company including without limitation,
any payments made or to be made to the Executive in connection
herewith but shall not include information which (i) at the time of
disclosure is generally available to the public (other than as a
result of its disclosure by the Executive), and (ii) was or becomes
available to the Executive on a non-confidential basis from a source
other than the Company its parent, affiliates, subsidiaries or their
advisors or agents provided that the source is not known by the
Executive to be bound by any contractual, legal or fiduciary
obligation of confidentiality to the Company or any other party.
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b) In the event that the Executive is required by law to disclose any
Confidential Information, the Executive will promptly notify the
Company so that the Company may seek an appropriate protective order
and/or waive compliance with the provisions of this Agreement. If, in
the absence of a protective order or other remedy or the receipt by
the Executive of a waiver hereunder, the Executive is compelled to
disclose Confidential Information, the Executive may disclose only
that portion of the Confidential Information that the Executive is
legally required to disclose.
c) The Executive agrees that for a period of two years from the date
hereof, the Executive will not, directly or indirectly, solicit for
employment or hire any employee of the Company or any of its
affiliates, provided however, that this clause will not prevent the
Executive from employing any such person who (i) contacts the
Executive on his or her own initiative without any direct solicitation
by the Executive or (ii) who responds to any general solicitation or
advertisement for employment.
4) The Executive agrees to cooperate with the Company in respect of any
reasonable requests by the Company, made within a reasonable period
after the Termination Date, for information or consultation relating
to any part of the Company's business or transactions in respect of
which the Executive has knowledge or was involved during the period of
the Executive's employment with the Company.
5) The Executive represents and confirms that the Executive has returned
or undertakes to return to the Company on or before the Termination
Date all lists of clients or customers, correspondence and all other
documents, papers and records which may have been prepared by the
Executive or have come into the Executive's possession in the course
of the Executive's employment with the Company, and that the Executive
has not retained and will not retain any copies thereof, without the
written consent of an executive officer of the Company, including but
not limited to the Company's Chief Executive Officer and Chief
Financial Officer.
6)
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(a) Except as provided in this Agreement with respect to payments,
benefits and obligations to be paid or performed after the Termination
Date, the terms of this Agreement are in full and final settlement of
all claims (if any) whether contractual, tortious, statutory or
otherwise, howsoever arising, that the Executive has or may have
against the Company or any Successor Employer (as defined in Overseas
Partners Ltd's Severance Plan (the "Plan")) or any of its associated
companies or their respective shareholders, directors, officers or
employees arising out of or relating to the Executive's employment or
the termination thereof. Except as provided in this Agreement with
respect to payments, benefits and obligations to be paid or performed
after the Termination Date as applicable, the Company has satisfied
all its obligations to the Executive under the Bermuda Employment Act
2000 and the Executive's terms of employment, and the Executive has no
further rights vis a vis the Company or any Successor Employer (as
defined in the Plan).
(b) The Executive shall be entitled to the rights to indemnification set
out in bye-law 30 of the bye-laws of Overseas Partners Re Ltd.
7) The Executive represents and warrants that the Executive has had an
opportunity to obtain independent legal advice from a qualified lawyer
as to the terms and effect of this Agreement.
8) The Executive and the Company each undertakes not to make or publish
any statement or to do any act or thing which it might reasonably be
expected would damage the business, interests or reputation of the
other.
9) In the event that any provision or covenant or portion thereof
contained in this Agreement should be unenforceable or be declared
invalid for any reason whatsoever, such unenforceability or invalidity
shall not affect the enforceability or validity of the remaining
portions of the provisions or covenants and such unenforceable or
invalid portions shall be severable from the remainder of this
Agreement.
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10) This Agreement is governed by the laws of Bermuda and the parties
submit to the jurisdiction of the Bermuda courts.
11) The terms of this Agreement are confidential and the Executive agrees
not to disclose or communicate any details concerning its terms,
except to his or her professional advisors and otherwise as may be
required by law.
12) This Agreement sets out the entire agreement between the Executive and
the Company and supersedes all prior discussions between them or their
advisors and all statements, representations, terms and conditions,
warranties, guarantees, proposals, communications, and understandings
whenever given and whether orally or in writing.
IN WITNESS WHEREOF the parties hereto have set their hands and seals the date
first written above.
SIGNED by ) /s/ Xxxx X. Xxxxxxx
on behalf of the Company ) /s/ Xxxxxxx X. Xxxxxxx
in the presence of: )
SIGNED by the Executive ) /s/ Xxx Xxxxxx
in the presence of: ) /s/ Xxxxxxx X. Xxxxxxx
