INDEMNIFICATION AGREEMENTIndemnification Agreement • May 25th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
This Indemnification Agreement (this “Agreement”) is entered into as of [ ], 200[ ] by and between GeoVera Insurance Holdings, Ltd., a Bermuda exempted company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
RESTRICTED STOCK AGREEMENT (John MacColl)Restricted Stock Agreement • May 25th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
This RESTRICTED STOCK AGREEMENT (this “Agreement”) is dated as of February 28, 2007, by and between GEOVERA INSURANCE GROUP HOLDINGS, LTD. (formerly known as HFF&L (Cayman) Holdings, Ltd.), a Cayman Islands exempted company (the “Company”), and John MacColl (the “Stockholder”).
GeoVera Insurance Group Holdings, Ltd. Walkers SPV Limited Walker House George Town, Grand Cayman Cayman Islands GeoVera Insurance Holdings, Ltd. Canon’s Court 22 Victoria Street Hamilton HM12 BermudaGeovera Insurance Holdings, Ltd. • May 25th, 2007 • Fire, marine & casualty insurance • New York
GeoVera Insurance Group Holdings, Ltd. Walkers SPV Limited Walker House George Town, Grand Cayman Cayman Islands GeoVera Insurance Holdings, Ltd. Canon’s Court 22 Victoria Street Hamilton HM12 BermudaGeovera Insurance Holdings, Ltd. • May 25th, 2007 • Fire, marine & casualty insurance • New York
Page ARTICLE I DEFINITIONS; GENERAL 1 Section 1.1. Definitions 1 Section 1.2. General Interpretive Principles 4 Section 1.3. Exercise of Rights 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 5 Section 2.1. Representations and Warranties 5 ARTICLE III...Shareholders’ Agreement • May 25th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • New York
This SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made on June , 2007, by and among GeoVera Insurance Holdings, Ltd., a Bermuda company (the “Company”), GeoVera Insurance Group Holdings, Ltd., a Cayman Islands exempted company (“Parent”), and each of the following (hereinafter severally referred to as a “Shareholder” and collectively referred to as the “Shareholders”): (a) Hellman & Friedman Capital Partners V (Cayman), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman)”), Hellman & Friedman Capital Partners V (Cayman Parallel), L.P., a Cayman Islands exempted limited partnership (“HFCP V (Cayman Parallel)”, and together with HFCP V (Cayman), collectively, the “H&F Investors”); (b) Friedman Fleischer & Lowe Capital Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L (Cayman)”), FFL Parallel Fund II (Cayman), L.P., a Cayman Islands exempted limited partnership (“FF&L Parallel”), and FFL Executive Partners II (Cayman), L.P., a Cayman Islan
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 25th, 2007 • Geovera Insurance Holdings, Ltd. • Fire, marine & casualty insurance • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 1, 2006 and amended and restated as of May 1, 2007, by and between GeoVera Holdings, Inc., a Delaware corporation (the “Employer”), and Brian T. Sheekey (the “Employee”).
