EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement"), is made and entered into as of the
1st day of January, 1997 (the "Effective Date"), by and between Commercial
Guaranty Assurance, Ltd., a Bermuda corporation (referred to herein as the
"Employer"), and Xxxxxxxx X. Xxxxxxxx (the "Employee").
RECITALS
A. The Employer desires to employ the Employee for a specified term; and
B. The Employee is willing to be employed by the Employer upon the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements hereinafter contained, it is covenanted and agreed by
and between the parties hereto as follows:
AGREEMENTS
I. POSITION AND DUTIES. The Employer hereby employs the Employee as
the Vice Chairman and Managing Director of the Employer or in such other
capacity as shall be mutually agreed between the Employee and the Employer.
During the period of the Employee's employment hereunder, the Employee shall
devote the Employee's best efforts and full business time, energy, skills and
attention to the business and affairs of the Employer; provided, however, that
the Employee shall perform on behalf of the Employer and the Employer's ultimate
parent corporation, CGA Group, Ltd. ("CGA Group") in the United States of
America only such duties that are of a ministerial nature and the performance of
which are in compliance with the Operating Guidelines (the "Operating
Guidelines," as such term is defined in the Investment Units Subscription
Agreement dated as of June 4, 1997 by and among CGA Group and the other parties
named therein). The Employee's duties and authority shall consist of and include
all duties and authority customarily performed and held by persons holding
equivalent positions with business organizations similar in nature and size to
the Employer,
as such duties and authority are, subject to the immediately
preceding sentence, reasonably defined, modified and delegated from time to time
by the Board of Directors of the Employer (the "Board") or that person to whom
the Board has delegated such authority. The Employee shall have the powers
necessary to perform the duties assigned to him, and shall be provided such
supporting services, staff, secretarial and other assistance, office space and
accoutrements as shall be reasonably necessary and appropriate in light of such
assigned duties.
II. COMPENSATION. As compensation for the services to
be provided by the Employee, the Employee shall receive the following
compensation and other benefits:
A. BASE SALARY. The Executive shall receive an aggregate
annual minimum base salary ("Base Salary") at the rate of One Hundred Seventy
Five Thousand U.S. Dollars ($175,000.00) payable in installments in accordance
with the regular payroll practices of the Employer; provided that, any amount
paid by CGA Group or CGA Funding, L.P. with respect to the period commencing
after December 31, 1996 and ending prior to May 31, 1997, shall be credited
against the aggregate annual minimum base salary for 1997 payable to the
Employee. Such Base Salary shall be subject to review annually, commencing on
the anniversary of the Effective Date and shall be maintained or increased
during the term hereof in accordance with the Employer's established
compensation policies.
B. BONUSES. The Employee shall receive a one-time sign-on
bonus, payable as promptly as practicable after the date of the execution
hereof, in the amount of One Hundred Fifteen Thousand Dollars ($115,000). The
Employee shall receive a cash bonus, payable within thirty (30) days after the
end of the 1997 calendar year in the amount of not less than One Hundred Seventy
Five Thousand Dollars ($175,000) ("Base Bonus"). The Employee may receive a
discretionary annual cash bonus ("Annual Bonus"), also payable within thirty
(30) days after the end of each subsequent calendar year during which this
Agreement is in effect, which shall be based upon an annual incentive plan
approved by the compensation committee of the board of directors of the
Employer's ultimate parent.
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C. CLUB MEMBERSHIP. The Employee shall be reimbursed for
membership dues at a local country club of his choice, in an amount to be
mutually agreed upon between the Employee and the Employer.
D. REIMBURSEMENT OF EXPENSES. In accordance with the expense
reimbursement policies of the Employer, as promulgated and in effect from time
to time, the Employee shall be reimbursed, upon submission of appropriate
vouchers and supporting documentation, for all travel, entertainment and other
out-of-pocket expenses reasonably and necessarily incurred by the Employee in
the performance of his duties hereunder.
E. MOVING AND INTERIM LIVING EXPENSES. The Employer shall pay
all reasonable expenses related to the relocation to Bermuda from New York City
of the Employee, including packing and shipping the Employee's entire household
and all furniture, belongings and effects. If the Employer's relocation to
Bermuda entails the sale of Employee's primary residence in the U.S. and such
sale occurs within (12) months of the relocation of the Employee's family, the
Employer shall reimburse the Employee for real estate brokerage fees incurred in
such sale up to a maximum of seven percent (7%) of the sale price, together with
all closing costs, including reasonable attorney's fees. In addition, the
Employer shall pay the temporary living expenses of the Employee in Bermuda, in
accommodations commensurate with the Employee's position, for up to three (3)
months. Such expenses shall be reasonable and commensurate with the Employee's
position. The Employer shall also, upon termination of the Employee's employment
hereunder, pay all expenses related to the relocation of Employee and Employee's
family to the U.S. location of Employee's choice, including packing and shipping
Employee's effects, furniture and personal belongings.
F. HOUSING ALLOWANCE. The Employer shall pay the Employee a
housing allowance each month during the term of Employee's employment hereunder,
in an amount equal to the Employee's actual monthly housing rental expense not
to exceed the Maximum Monthly Allowance (as hereinafter defined), plus electric
utility costs; provided however, that such allowance shall not be paid during
any month in which the Employee is receiving
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temporary living expenses pursuant to Section 2(e) above. As used herein, the
term "Maximum Monthly Allowance" shall mean Ten Thousand U.S. Dollars (U.S.
$10,000) plus 50% (fifty percent) of the Employee's actual monthly housing
rental expense over U.S. $10,000 up to U.S. $16,000 (it being understood that
the Maximum Monthly Allowance payable by the Employer shall in no event exceed
Thirteen Thousand U.S. Dollars (U.S. $13,000)).
G. SCHOOLING EXPENSES. {Intentionally Omitted].
H. OTHER BENEFITS. The Employee shall be entitled to all
benefits specifically established for him by the Board or a committee thereof
and, when and to the extent he is eligible therefor, to participate in all plans
and benefits generally accorded to employees of the Employer, under the subject
to all of the terms thereof, including, but not limited to, as applicable,
pension, profit-sharing, supplemental retirement, incentive compensation ,
bonus, disability income, split-dollar life insurance, group life, medical and
hospitalization insurance, and similar or comparable plans, and also to
perquisites extended to similarly situated senior employees. Additionally, the
Employer shall obtain for the benefit of the Employee's estate a term life
insurance policy with a value of two times the Employee's base salary as
presented in paragraph 2(a).
I. VACATIONS. The Employee shall be entitled to an annual
vacation in accordance with the operative vacation policy of the Employer in
effect from time to time, which vacation shall be taken at a time or times
mutually agreeable to the Employee and the Employer. In addition, each calendar
year the Company shall reimburse Employee for round-trip coach airfare for one
trip to the U.S. for the Employee and each member of his immediate family.
J. FULL BENEFIT OF ALLOWANCES. If any of the compensation and
benefits provided in paragraphs (e) through (f), the last sentence of paragraph
(i), and paragraphs (l), (m) and (n) shall be deemed taxable to the Employee in
the U.S., the Employer shall pay to the Employee that additional amount
necessary to "gross-up" the payment in question and fully subsidize any U.S. tax
consequences to the Employee.
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K. WITHHOLDING. The Employer shall be entitled to withhold,
from amounts payable to the Employee hereunder, any federal, state or local
withholding or other taxes or charges which it is from time to time required to
withhold.
L. IMMIGRATION AND WORK PERMITS. The Employer shall be
responsible for and will pay all expenses related to obtaining all ordinary and
necessary immigration and work permit approvals on Employee's behalf with
respect to his employment in Bermuda. The Employee shall cooperate with the
Employer in obtaining such approvals.
M. TAX ASSISTANCE. The Employer shall provide the Employee
with reasonable expatriates tax assistance, provided by the independent
accountants and tax counsel regularly engaged by the Employer.
N. AUTOMOBILE EXPENSE. The Employee shall receive from
Employer a monthly auto expense assistance in the amount of $750.
III. TERM AND TERMINATION
A. BASIC TERM. The Employee's employment under this Agreement
shall be for a term of two (2) years commencing as of the Effective Date and
shall automatically extend for one (1) additional year commending on the second
anniversary of the Effective Date and on each anniversary thereafter, unless
terminated by either party effective as of the last day of the then current
Agreement term by written notice to the effect delivered to the other not less
than one hundred twenty (120) days prior to the anniversary of such Effective
Date.
B. VOLUNTARY TERMINATION BY EMPLOYEE. The Employee may voluntarily
terminate this Agreement, at any time, by written notice to that effect
delivered to the Employer not less than thirty (30) days prior to the effective
date of Employee's voluntary termination. Upon Employee's voluntary termination,
Employee shall have no obligations to the Employer other than as provided for in
Sections 4 and 5 hereof, together with an obligation to
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provide Employee's reasonable transitional assistance to the Employer for a
period of not more than thirty (30) days in connection with matters for which
the Employee was responsible during the term of this Agreement and which were
not concluded prior to Employee's voluntary termination. Upon Employee's
voluntary termination, no Annual Bonus (or Base Bonus, if applicable) for the
year in which such termination occurs shall be payable to the Employee and no
further payments of any kind shall be due hereunder, except for compensation and
benefits accrued as of the date of such termination, and except that Employer
shall pay all expenses related to the relocation of Employee and Employee's
family to the U.S. location of Employee's choice, including packing and shipping
Employee's household effects, furniture and personal belongings.
C. PREMATURE TERMINATION WITHOUT CAUSE AND
CONSTRUCTIVE TERMINATION.
1. In the event of the termination of the Employee's
employment under this Agreement prior to the last day of the then current
term, either (A) by the Employer for any reason other than a termination
in accordance with the provisions of paragraph 3(d), 3(e) or 3(f) or (B)
by the Employee by written notice to the Employer given within thirty (30)
days of Constructive Discharge (as hereinafter defined) effective as of
thirty (30) days after such notice, then the Employer shall: (A) pay the
Employee the greater of (x) the Base Salary the Employee would have
received had he remained employed through the end of the then current term
of the Agreement and (y) six (6) months of Base Salary; (B) pay the
Employee, if such termination occurs in the 1997 calendar year, the Base
Bonus; (C) continue to provide coverage for the Employee under the medical
benefit program maintained by the Employer through the remainder of the
term of the Agreement (if permitted to do so under such program), and (D)
pay all expenses related to the relocation of Employee and Employee's
family to the U.S. location of Employee's choice, including packing and
shipping Employee's household effects, furniture and personal belongings.
The benefits provided in paragraphs 2(f), 2(m) and 2(n) shall continue for
3 months; provided, however, that such continuation shall not
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include any expenses for temporary housing or accommodation in the U.S.
The benefits described in paragraphs 2(c) and 2(i) shall not continue
following termination under this paragraph 3(c).
2. Payments to the Employee under this paragraph 3(c) will be
made in accordance with the regular payroll practices of the Employer
during the remaining term of this Agreement or, at the election of the
Employer, such payments may be made in a lump sum.
3. For purposes of this Agreement, the Employee shall be
deemed "Constructively Discharged" if the Employer changes the primary
employment location of the Employee to a place other than Bermuda without
the express written consent of the Employee.
D. TERMINATION FOR CAUSE. Notwithstanding any other provision
of this Agreement, in the event of the termination of the Employee's employment
under this Agreement for cause, no Annual Bonus (or Base Bonus, if applicable)
for the year in which such termination occurs shall be payable to the Employee
and no further payments shall be due hereunder except for compensation or
benefits accrued as of the date of such termination, and except that Employer
shall pay all expenses related to the relocation of Employee and Employee's
family to the U.S. location of Employee's choice, including packing and shipping
Employee's household effects, furniture and personal belongings. For purposes of
this Agreement, "cause" shall mean: (i) a material violation by the Employer, in
which the Employee materially and directly participated, of any law or
regulation respecting the business of the Employer or any affiliate, other than
a material violation which is a direct result of the operation of the Employer
and/or its affiliates in accordance with the Operating Guidelines; (ii) the
Employee being found guilty by a court of competent jurisdiction or a plea of
guilty or nolo contendre to a charge of (A) any felony or (B) an act of
dishonesty in connection with the performance of his duties for the Employer; or
(iii) the willful or negligent failure of the Employee to perform his duties
hereunder in any material respect.
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E. TERMINATION UPON DEATH. If the Employee dies during the term of
this Agreement, payment of any accrued compensation due to the Employee at the
time of death including the bonus payable with respect to the prior calendar
year if death occurs prior to payment of such bonus, shall be made to such
beneficiary as the Employee may designate in writing, or failing such
designation, to the executor, administrator or other representative of his
estate (provided, however, that the Employee's Base Bonus or Annual Bonus
payable with respect to the calendar year in which such termination occurs (with
such Annual Bonus calculated based on the bonus(es) payable to the Employee with
respect to the immediately preceding year) shall be payable on a pro rata basis
to the date of the Employee's death). Such payments shall be in addition to any
other death benefits of the Employer for the benefit of the Employee and in full
settlement and satisfaction of all payments provided for in this Agreement,
except for benefits provided for in sections 2(e) through 2(f) and 2(j) through
2(n), which shall continue for 3 months following the Employee's death. In
addition, Employer shall pay all expenses related to the relocation of
Employee's family to the single U.S. location of their choice, including packing
and shipping their household effects, furniture and personal belongings.
F. TERMINATION UPON DISABILITY. The Employer may terminate the
Employee's employment after the Employee is determined to be disabled under the
then current Employer program if such a program exists at the time the Employee
is disabled. If no such program exists, the Employee will be considered disabled
if the Employee suffers an illness or injury of a potentially permanent nature
which results in the Employee's inability to substantially perform his duties
hereunder as determined by the board of directors of the Employer's ultimate
parent for a period of either six (6) consecutive months, or one hundred and
twenty (120) business days within a consecutive twelve (12) month period. If the
Employer terminates the Employee after it is determined that the Employee is
disabled, the Employer shall pay the Employee the compensation accrued through
the date of the Employee's termination of employment including the bonus payable
with respect to the prior calendar year if the termination occurs prior to
payment of such bonus (provided, however, that the Employee's Base Bonus or
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Annual Bonus payable with respect to the calendar year in which such termination
occurs (with such Annual Bonus calculated based on the bonus(es) payable to
Employee with respect to the immediately preceding year) shall be payable on a
pro rata basis to the date of the Employee's termination). In the event of a
dispute regarding the Employee's disability, each party shall choose a physician
who together will choose a third physician to make a final determination. The
Employee shall be entitled to the compensation and benefits provided for under
this Agreement for any period during the term of this Agreement and prior to the
establishment of the Employee's disability. Notwithstanding anything contained
in this Agreement to the contrary, until the date specified in a notice of
termination relating to the Employee's disability, the Employee shall be
entitled to return to his position with the Employer as set forth in this
Agreement, in which event no disability of the Employee will be deemed to have
occurred. In the event of a termination of the Employee under this paragraph
Employer shall pay all expenses related to the relocation of Employee and
Employee's family to the U.S. location of Employee's choice, including packing
and shipping Employee's household effects, furniture and personal belongings.
IV. CONFIDENTIALITY AND LOYALTY. The Employee acknowledges that
during the course of the Employee's employment, the Employee will produce and
have access to material, records, data, trade secrets and information not
generally available to the public regarding the Employer and its subsidiaries
and affiliates (collectively, "Confidential Information"). Accordingly, during
and subsequent to termination of this Agreement, the Employee shall hold in
confidence and not directly or indirectly disclose, use, copy or make lists of
any such Confidential Information, except to the extent that such information is
or thereafter becomes lawfully available from public sources, or such disclosure
is authorized in writing by the Employer, required by a law or any competent
administrative agency or judicial authority, or otherwise as reasonably
necessary or appropriate in connection with the Employee's performance of the
employee's duties hereunder. All records, files, documents and other materials
or copies thereof relating to the Employer's business which the Employee shall
prepare or use shall be
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and remain the sole property of the Employer, shall not be removed from the
Employer's premises without its written consent other than in the ordinary
course of business, and shall be promptly returned to the Employer upon
termination of the Employee's employment hereunder. The Employee agrees to abide
by the Employer's reasonable policies, as in effect from time to time,
respecting avoidance of interests conflicting with those of the Employer.
V. NON-SOLICITATION AND NON-COMPETITION COVENANTS
A. RESTRICTIVE COVENANT. The Employee and the Employer have
jointly reviewed the operations of the Employer and have agreed that the
covenants contained in this Section 5 are an essential ingredient of this
Agreement and are made in consideration for the payment of the amounts described
in Sections 2 and 3 hereof. The Employee hereby agrees that, except with the
express prior written consent of the Employer, for a period of one (1) year
after the termination of the Employee's employment with the Employer, with
respect to clause (i) below, for any reason and, with respect to clause (ii)
below, for any reason other than a termination pursuant to Section 3(c)(the
"Restrictive Period"), the Employee (i) will not (a) solicit employees of the
Employer or of any subsidiary or affiliate of the Employer or (b) solicit
clients or customers of the Employer or of any subsidiary or affiliate of the
Employer in respect of any transaction, matter or business that directly or
indirectly competes with any of the businesses then conducted by the Employer or
any of its subsidiaries or affiliates, and (ii) will not directly or indirectly
compete with the business of the Employer, by directly or indirectly being a
shareholder or partner of or serving as an employee, officer or director of or
consultant to, or in any other capacity with, any person, firm, partnership,
corporation, subsidiary, division, joint venture, trust or other entity, or any
division, subsidiary or separate enterprise of any such entity, which (x) was
created during the term of Employee's employment with the Employer or is
expected to be created within a period of one (1) year after the Employee's
termination of employment with the Employer, and (y) which owns or operates a
business which is either: (A) an insurer or reinsurer of asset backed
securities,
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mortgage backed securities or commercial mortgage backed securities;
or (B) an investment company that is directly or indirectly owned by, affiliated
with, attached to or otherwise related to an insurer or reinsurer of asset
backed securities, mortgage backed securities or commercial mortgage backed
securities; or (C) an investment advisory firm that is directly or indirectly
owned by, affiliated with, attached to or otherwise related to an insurer or
reinsurer of asset backed securities, mortgage backed securities or commercial
mortgage backed securities (the "Restrictive Covenant"). If the Employee
violates the Restrictive Covenant and the Employer brings legal action for
injunctive or other relief, the Employer shall not, as a result of the time
involved in obtaining such relief, be deprived of the benefit of the full period
of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be
deemed to have the duration specified in this paragraph 5(a) computed from the
date the relief is granted but reduced by the time between the period when the
Restrictive Period began to run and the date of the first violation of the
Restrictive Covenant by the Employee. The Restrictive Covenant shall not
prohibit the Employee from owning directly or indirectly capital stock or
similar securities which are listed on a securities exchange or quoted on the
National Association of Securities Dealers Automated Quotation System which do
not represent more than five percent (5%) of the outstanding capital stock of
any business similar to that of the Employer's.
B. REMEDIES FOR BREACH OF RESTRICTIVE COVENANT. The Employee
acknowledges that the restrictions contained in sections 4 and 5 of this
Agreement are reasonable and necessary for the protection of the legitimate
business interests of the Employer, that any violation of these restrictions
would cause substantial injury to the Employer and such interests, that the
Employer would not have entered into this Agreement with the Employee without
receiving the additional consideration offered by the Employee in binding
himself to these restrictions and that such restrictions were a material
inducement to the Employer to enter into this Agreement. In the event of any
violation of these restrictions, the Employer shall be relieved of all further
obligations under this Agreement and shall be entitled to any rights, remedies
or damages available to the Employer under this Agreement or otherwise at law or
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in equity. In addition, in the event of any violation or threatened violation of
these restrictions, the Employer shall be entitled to preliminary and permanent
injunctive relief to prevent or restrain any such violation by the Employee and
any and all persons directly or indirectly acting for the Employee, as the case
may be.
VI. INTEREST IN ASSETS. Neither the Employee nor the Employee's
estate shall acquire hereunder any rights in funds or assets of the Employer,
otherwise than by and through the actual payment of amounts payable hereunder;
nor shall the Employee or the Employee's estate have any power to transfer,
assign, anticipate, hypothecate or otherwise encumber in advance any of said
payments; nor shall any of such payments be subject to seizure for the payment
of any debt, judgment, alimony, separate maintenance or be transferable by
operation of law in the event of bankruptcy, insolvency or otherwise of the
Employee.
VII. GENERAL PROVISIONS.
A. SUCCESSORS; ASSIGNMENT. Neither party hereto may assign his or
its rights or delegate his or its duties under this Agreement without the prior
written consent of the other party; provided, however, that (i) this Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
the Employer upon any sale of all or substantially all of the Employer's assets,
or upon any merger, consolidation or reorganization of the Employer with or into
any other corporation, all as though such successors and assigns of the Employer
and their respective successors and assigns were the Employer; and (ii) this
Agreement shall inure to the benefit of and be binding upon the heirs, assigns
or designees of the Employee to the extent of any payments due to them
hereunder. As used in this Agreement, the term "Employer" shall be deemed to
refer to any such successor or assign of the Employer referred to in the
preceding sentence.
B. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement constitutes
the entire agreement between the parties respecting the subject matter hereof,
and supersedes all prior negotiations, undertakings,
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agreements and arrangements with respect thereto, whether written or oral.
Except as otherwise explicitly provided herein, this Agreement may not be
amended or modified except by written agreement signed by the Employee and the
Employer.
C. ENFORCEMENT AND GOVERNING LAW. The provisions of this
Agreement shall be regarded as divisible and separate; if any of said provisions
should be declared invalid or unenforceable by a court of competent
jurisdiction, the validity and enforceability of the remaining provisions shall
not be affected thereby. This Agreement shall be construed and the legal
relations of the parties hereto shall be determined in accordance with the laws
of the State of New York, without reference to the law regarding conflicts of
law.
D. ARBITRATION. The provisions of paragraph 5(b) shall
supersede the provisions of this paragraph 7(d) in the event of a simultaneous
dispute between the Employer and the Employee so as to afford the Employer with
the remedy of injunctive relief, without the necessity for arbitration. Any
dispute or controversy arising under or in connection with this Agreement or the
Employee's employment by the Employer shall be settled exclusively by
arbitration, conducted by a single arbitrator sitting in New York City, New
York, in accordance with the rules of the American Arbitration Association (the
"AAA") then in effect. The arbitrator shall be selected by mutual agreement
between the Employer and the Employee. However, in the event that the parties
are unable to agree on an arbitrator within a period of one week, the arbitrator
shall be selected by the parties from a list of eleven (11) arbitrators provided
by the AAA, provided that no arbitrator shall be related to or affiliated with
either of the parties. If the parties mutually agree on an arbitrator within ten
(10) days after the list of the proposed arbitrators is received by the parties,
then no later than twenty (20) days after such list is received by the parties,
the parties, or their respective representatives, shall meet at a mutually
convenient location in New York City, New York, or telephonically. At that
meeting, the party who sought arbitration shall eliminate one (1) proposed
arbitrator and then the other party shall eliminate one (1) proposed arbitrator.
The parties shall continue to eliminate names from the list of proposed
arbitrators in this manner until
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each part has eliminated five (5) proposed arbitrators. The remaining arbitrator
shall arbitrate the dispute. Each party shall submit, in writing, the specific
requested action or decision it wishes to take, or make, with respect to the
matter in dispute, and the arbitrator shall be obligated to choose one (1)
party's specific requested action or decision, without being permitted to
effectuate any compromise position. The party whose requested action or decision
is not selected by the arbitrator shall bear the cost of all counsel, experts or
other representatives who are retained by both parties, together with all costs
of the arbitration proceeding, including, without limitation, the fees, costs
and expenses imposed or incurred by the arbitrator. Judgment may be entered on
the arbitrator's award in any court having jurisdiction; provided, however, that
the Employee shall be entitled to seek specific performance of the Employee's
right to be paid through the date of termination during the pendency of any
dispute or controversy arising under or in connection with this Agreement.
E. WAIVER. No waiver be either party at any time of any breach
by the other party of, or compliance with, any condition or provision of this
Agreement to be performed by the other party, shall be deemed a waiver of any
similar or dissimilar provisions or conditions at the same time or any prior or
subsequent time.
F. NOTICES. Notices pursuant to this Agreement shall be in
writing and shall be deemed given when received; and, if mailed, shall be mailed
by United States registered or certified mail, return receipt requested, postage
prepaid; and if to the Employer, addressed to the principal headquarters of the
Employer, attention: Chairman; or, if to the Employee, to the address set forth
below the Employee's signature on this Agreement, or to such other address as
the party to be notified shall have given to the other.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
Commercial Guaranty
Assurance, Ltd. Xxxxxxxx X. Xxxxxxxx
By:/s/ Xxxxxxx X. Price /s/ Xxxxxxxx X. Xxxxxxxx
--------------------- ------------------------
Xxxxxxx X. Price "Coolshanah"
President, CGA 20 Point Shares Road
Group, Ltd. Pembroke HM05
Bermuda
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