JAMES RIVER GROUP HOLDINGS, LTD. Clarendon House Hamilton HM 11 BermudaJames River Group Holdings, Ltd. • November 24th, 2014 • Fire, marine & casualty insurance
The purpose of this letter (this “Agreement”) is to confirm that we have agreed to amend and restate as of the Effective Date (as hereinafter defined) our prior agreement with respect to the terms of your continued employment by James River Group Holdings, Ltd. (f/k/a Franklin Holdings (Bermuda), Ltd.), a Bermuda company (the “Company”), which prior agreement was effective October 1, 2012 (the “Prior Agreement”).
FORM OF REGISTRATION RIGHTS AGREEMENT Dated as of December __________, 2014Registration Rights Agreement • November 24th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
FORM OF REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December ______________, 2014, by and among (i) James River Group Holdings, Ltd., a Bermuda company (and any successors in interest thereto, the “Company”); (ii) (a) D. E. Shaw CH-SP Franklin, L.L.C., a Delaware limited liability company, D. E. Shaw CF-SP Franklin, L.L.C., a Delaware limited liability company, and D. E. Shaw Oculus Portfolios, L.L.C., a Delaware limited liability company (collectively, and together with the other members of their Investor Group, the “D. E. Shaw Investors”); and (b) The Goldman Sachs Group, Inc., a Delaware corporation, and Goldman Sachs JRVR Investors Offshore, L.P., a Cayman Islands exempted limited partnership, (collectively, and together with the other members of their Investor Group, the “GS Investors,” and, together with the D. E. Shaw Investors, the “Original Investors”); (iii) the persons identified as “Management Investors” on the signature pages hereto (the “Management Inves
James River Group, Inc. Chapel Hill, NC 27517James River Group Holdings, Ltd. • November 24th, 2014 • Fire, marine & casualty insurance • Virginia
The purpose of this letter (the “Agreement”) is to confirm our agreement with respect to the terms of your employment by James River Group, Inc. (the “Parent Company”) to serve as President and Chief Executive Officer of two subsidiaries of JRG: James River Insurance Company (“JRI”) and James River Management Company, Inc. (“JRMC”) (together, the “Companies”). In consideration of the mutual promises contained in this Agreement, the parties to this Agreement hereby agree as follows:
JAMES RIVER GROUP HOLDINGS, LTD.Restricted Share Award Agreement • November 24th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
This RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date set forth in Schedule A, attached hereto and incorporated herein by reference, is made by and between James River Group Holdings, Ltd., an exempted company registered under the laws of Bermuda (the “Company”), and the Grantee listed in Schedule A.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 24th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November 18, 2014, among (a) James River Group Holdings, Ltd. (f/k/a Franklin Holdings (Bermuda), Ltd.), a Bermuda company (the “Company”), (b) J. Adam Abram (“Executive”) and (c) James River Group, Inc., a Delaware corporation (“James River”), amends and restates as of the Effective Date (as hereinafter defined) the Restated and Amended Employment Agreement, dated and effective as of October 1, 2012 among the parties hereto (the “Prior Agreement”).
JAMES RIVER GROUP HOLDINGS, LTD. 2014 LONG-TERM INCENTIVE PLAN NONQUALIFIED SHARE OPTION AGREEMENTNonqualified Share Option Agreement • November 24th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
This SHARE OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date set forth in Schedule A, attached hereto and incorporated herein by reference, is made by and between James River Group Holdings, Ltd., an exempted company registered under the laws of Bermuda (the “Company”), and the Optionee listed in Schedule A.
CONSULTING AGREEMENTConsulting Agreement • November 24th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
AGREEMENT dated as of November 18, 2014 by and between James River Group Holdings, Ltd., a Bermuda exempted company (the “Company”), and Conifer Group, Inc. (the “Contractor”).
Form of Director and Officer Indemnification AgreementIndemnification Agreement • November 24th, 2014 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance
This Agreement is made as of the [Date] by and between James River Group Holdings, Ltd., a Bermuda exempted company (the “Company”), and [Name] (the “Indemnitee”), a [Director/Officer] of the Company or one subsidiary of the Company.
