ADDENDUM TO EMPLOYMENT AGREEMENT
This Addendum is entered into as of the 1st day of January, 1998 by and
between Goran Capital, Inc. ("Goran"), Xxxxxx International Group, Inc. ("SIG"),
Granite Reinsurance Company Ltd. ("Granite Re") and G. Xxxxxx Xxxxxx (the
"Chairman") with respect to the following:
A. The Chairman is the Chairman of the Board of Directors of Goran and
SIG and the Chairman of the Board and President of Granite Re;
B. Granite Re and the Chairman have heretofore entered into that certain
Personal Employment Agreement dated December 31, 1991 (as amended from
time to time, the "Employment Agreement") pursuant to which an annual
sum of One Hundred Fifty Thousand Dollars ($150,000) is paid by
Granite Re to the Chairman (the "Annual Sum");
C. Granite Re desires to ensure that it continues to receive the benefits
enuring to it pursuant to the terms of the Employment Agreement;
D. Goran desires to ensure that its wholly owned subsidiary, Granite Re,
continues to receive the benefits enuring to it pursuant to the terms
of the Employment Agreement; and
E. The parties to the Employment Agreement desire to amend such
Employment Agreement consistent with the terms contained herein
(including, but not limited to, the provisions of this amendment
dealing with non-competition) and otherwise ratify and affirm the
Employment Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Goran, SIG, Granite Re and the
Chairman agree as follows:
1. RATIFICATION AND AMENDMENT. The parties to the Employment Agreement
hereby reaffirm and modify the Employment Agreement and hereby ratify
all existing terms of the Employment Agreement and also amend the
provisions of the Employment Agreement to provide that upon the
occurrence of a Triggering Event (as defined herein), the sum of One
Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) (the
"Contract Payment") shall be paid to the Chairman.
2. TRIGGERING EVENT. A Triggering Event shall occur upon the happening of
any of the following events:
a. Granite Re shall fail to pay the Granite Re Obligation; or
b. There shall occur a "Change of Control" with respect to Goran or
SIG. For purposes of this Addendum, a "Change of Control" shall
mean the inability of the Xxxxxx family to cause the election of
a majority of the Board of Directors of Goran or SIG or their
respective successors. In the event of a Change of Control, Goran
shall comply with the provisions of Sections 1 and 8 hereof.
3. PAYMENTS TO SURVIVING SPOUSE. In the event of the death of the
Chairman prior to the satisfaction by Granite Re of the Contract
Payment, the Annual Sum payments and the Contract Payment shall be
made to the Chairman's spouse if she is then surviving, in accordance
with the terms of this Addendum.
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4. NONCOMPETITION AGREEMENT. As partial consideration of Granite Re
entering into this Addendum, the Chairman agrees as follows:
a. The Chairman, from and after the date of this Addendum, shall not
compete, in any manner, with Goran or SIG (including the
Affiliates of Goran or SIG, as such term "Affiliates" is defined
for purposes of the Securities laws of the United States.)
5. MONTHLY INSTALLMENTS. The Annual Sum shall be paid in equal monthly
installments.
6. U.S. DOLLARS. The payment of all amounts hereunder shall be made in
United State dollars.
7. LIABILITY. If a Triggering Event shall occur, Goran and SIG shall
become jointly and severally liable with Granite Re for all
obligations of Granite Re pursuant to the Employment Agreement or this
Addendum. Neither the Employment Agreement nor this Addendum may be
amended, canceled, terminated or otherwise revised unless same shall
be in writing signed by the parties to the Employment Agreement.
8. COUNTERPARTS. This Addendum may be executed in any number of
counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same
instrument.
9. FULL FORCE AND EFFECT. Except as otherwise provided herein, the
Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the day
and year first set forth above.
"Chairman"
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G. Xxxxxx Xxxxxx
"Granite Re"
Granite Reinsurance Company Ltd.
By:
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Xxxxx Xxxxx
"Goran"
Goran Capital Inc.
By:
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Xxxx X. Xxxxxx, President and Chief
Executive Officer
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"SIG"
Xxxxxx International Group, Inc.
By:
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Xxxx X. Xxxxxx, Chief Executive Officer
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