AMENDMENT TO
EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), dated as of February
7, 2005, is made and entered into by and between Scottish Re Group Limited, a
Cayman Islands, British West Indies company (the "Company") and Xxxxxxx X.
Xxxxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, on February 10, 2003, the Company and Executive executed an employment
agreement (the "Employment Agreement"); and
WHEREAS, on March 29, 2004, the Company and Executive executed an amendment to
the Employment Agreement;
WHEREAS, the Company and Executive desire to amend the Employment Agreement; and
NOW, THEREFORE, in consideration of the agreements and covenants herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto covenant and agree to modify and amend
the Employment Agreement as follows:
Section 4
(a) During the Term, Executive will serve in the position of Chairman of
the Company, or such other position as may be agreed upon by the
Company and the Executive, and will have such duties, functions,
responsibilities and authority as are (i) reasonably assigned to him
by the Board, consistent with Executive's position as the Company's
Chairman or (ii) assigned to his office in the Company's Articles of
Association. Executive will report directly to the Board.
(b) During the Term, Executive will be the Company's full-time employee
and, except as may otherwise be approved in advance in writing by the
Board, and except during vacation periods and reasonable periods of
absence due to sickness, personal injury or other disability,
Executive will devote substantially all of his business time and
attention to the performance of his duties to the Company.
Notwithstanding the foregoing, Executive may (i) subject to the
approval of the Board, serve as a director of a company, provided such
service does not constitute a Competitive Activity, (ii) serve as an
officer, director or otherwise participate in purely educational,
welfare, social, religious and civic organizations, (iii) serve as an
officer, director or trustee of, or otherwise
participate in, any organizations and activities with respect to which
Executive's participation was disclosed to the Company in writing
prior to the date hereof and (iv) manage personal and family
investments.
Section 6
(b) Incentive Bonus. For each calendar year during the Term that begins
after January 1, 2005, the Company shall pay a cash bonus to Executive
based upon pre-established performance goals established by the Board
(the "Incentive Bonus") and consistent with the Executive's duties and
responsibilities outlined in the Employment Agreement and related
amendments. For purposes of calculating the 2004 Incentive Bonus,
Executive's position as Chief Executive Officer will be taken into
consideration with such calculation being consistent with past
practice regarding compensation of executive employees. Any Incentive
Bonus shall be payable at the times and in the manner consistent with
the Company's policies regarding compensation of executive employees.
(i) Office Allowance. The Company hereby agrees to provide Executive a
monthly office allowance not to exceed $5,000 per month. Such office
allowance shall be payable upon the termination of the Dallas office
lease and for use by Executive at his sole discretion during the Term.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first written above.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
SCOTTISH RE GROUP LIMITED
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: EVP General Counsel
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