AMENDED AND RESTATED AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is made as of the 26th day of September,
2000 (the "Agreement"), by and between Trenwick Group Inc., a Delaware
corporation with a principal place of business in Stamford, Connecticut (the
"Company"), and ((FirstName)) ((LastName))>> of ((Address1))((Address2)),
((City)), ((State)) ((PostalCode))((Country)) ("Executive") and amends and
restates the Agreement, dated as of November 3, 1999, by and between the Company
and the Executive (the "Original Agreement").
WHEREAS, the Executive is a key employee of the Company or one of its
subsidiaries;
WHEREAS, the Company believes that the maintenance of sound management is
essential to protecting and enhancing the business and operations of the Company
and is in the best interests of the Company and its shareholders and recognizes
that the possibility of a change of control raises uncertainty and questions
among its key employees that could result in, or lead to, the loss of such key
employees or their distraction from their duties, all to the detriment of the
Company and its shareholders;
WHEREAS, the Company wishes to assure that it will have the continued dedication
of the Executive as a key employee of the Company or one of its subsidiaries and
the continued availability of the Executive's advice, counsel and services,
notwithstanding the possibility, threat or actual occurrence of a change of
control of the Company, and to induce the Executive to remain as a key employee
of the Company or one of its subsidiaries; and
WHEREAS, the Executive is willing to continue to be employed by the Company or
one of its subsidiaries, taking into consideration the terms and conditions of
this Agreement and, to induce the Company to make the agreements and
undertakings set forth in this Agreement, hereby agrees to the provisions in
Section 5 of this Agreement concerning, among other things, confidentiality,
trade secrets, non-solicitation and non-competition.
NOW, THEREFORE, in consideration of the mutual terms and covenants contained
herein, the receipt and sufficiency of which the parties acknowledge and accept,
the Company and the Executive hereby agree as follows:
1. DEFINITIONS.
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For purposes of this Agreement,
(a) A "Change in Control" shall be deemed to have occurred upon the
earliest to happen of the following:
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(A) The acquisition, in one or more transactions, of beneficial
ownership (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934 (the "Exchange Act") by any person or
entity or any group of persons or entities who constitute a group
(within the meaning of Rule 13d-3 of the Exchange Act), other than
a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or a subsidiary, of any
securities of the Company if, as a result of such acquisition,
such person, entity or group either (i) beneficially owns
(within the meaning of Rule 13d-3 under the Exchange Act),
directly or indirectly, more than 50% of the Company's
outstanding voting securities entitled to vote on a regular basis
for a majority of the members of the Board or (ii) otherwise
has the ability to elect, directly or indirectly, a majority of
the members of the Board;
(B) A change in the composition of the Board such that a majority of
the members of the Board are not Continuing Directors. A
"Continuing Director" means, as of any date of determination, any
member of the Board who (i) was a member of the Board on the date
of this Agreement, or (ii) was nominated and elected to such Board
with the affirmative vote of a majority of the Continuing
Directors who were members of the Board at the time of such
nomination or election; or
(C) The stockholders of the Company approve (i) a merger or
consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at
least 50% of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (ii) a plan of
complete liquidation of the Company or an agreement for the sale
or disposition by the Company (in one or more transactions) of all
or substantially all of the Company's assets.
(b) Cause: "Cause" shall mean: (A) the commission by the Executive of
any felonious act or any other criminal act involving moral turpitude,
dishonesty, theft or unethical business conduct, (B) the willful and
continued failure of the Executive to substantially perform his duties
(other than as a result of incapacity due to physical or mental
injury or illness) which duties the Executive has been directed in
writing to perform by the Board; (C) willful misconduct or gross
negligence by the Executive in the performance of the Executive's
duties, or (D) the failure of the Executive to comply with the policies
or procedures of the Company. No action or failure to act by the
Executive shall be considered "willful" if it is determined by the
Board to have been done by the Executive in good faith and with the
reasonable belief that the Executive's action or omission is in the
best interest of the Company.
(c) Good Reason: "Good Reason" shall mean any of the following events
provided that it occurred within ninety (90) days prior to the date the
Executive gives notice pursuant to Section 2(c) of this Agreement:
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(A) The position or responsibilities of the Executive are
significantly reduced (including, without limitation, the
elimination of his position, a change in the reporting
responsibilities of his position, a substantial reduction in the
size of the Company or other substantial change in the character
or scope of the Company's operations), or the Executive is
assigned without his written consent to any duties inconsistent
with his position with the Company immediately prior to such
assignment or the status and stature of those with whom the
Executive is asked to work or the position, authority,
responsibility or type of work or the working conditions under
which the Executive is assigned is inconsistent with, not
comparable to, or reduced in status or altered in nature from the
Executive's position immediately preceding the Change in Control;
(B) The annual incentive compensation opportunity provided to the
Executive is eliminated or significantly reduced, the
Executive's participation level is reduced or the manner of
assessing actual performance is changed in a manner that results
in the Executive earning significantly less annual incentive
compensation for a given period than he or she would have for the
same period absent such change;
(C) The Executive's aggregate level of benefits under the Company's
benefit plans is significantly reduced;
(D) The Company fails to provide the Executive with benefits and
perquisites which are substantially similar in the aggregate to
those to which the Executive is entitled under the Company's
benefit plans in which the Executive was participating immediately
prior to the Change in Control, or fails to provide the Executive
with directors' or officers' insurance, as applicable, at least at
the level maintained immediately prior to the Change in Control;
(E) The Executive is required to change his regular work location to a
location that requires the Executive to commute a distance more
than 50 miles further from the Executive's principal place of
employment existing at the time of the Change in Control; or
(F) The Company fails to pay the Executive any amount otherwise vested
and due hereunder or under any plan or policy of the Company, or
fails to comply with any other provision of or perform any of its
other obligations under this Agreement.
(d) Date of Termination: "Date of Termination" shall mean (A) if the
Executive's employment is terminated by the Executive's death, the date
of the Executive's death, or by reason of the Executive's Disability,
the date all of the conditions to constitute a Disability have
occurred, (B) if the Executive's active employment is terminated by the
Company pursuant to Section 2(b), whether or not for Cause, the date
specified in the Notice of Termination, and (C) if the Executive's
active employment is terminated by the Executive pursuant to Section
2(c) whether or not for Good Reason, the date which is ten (10)
business days after the date of receipt of the Executive's notice of
intention to terminate or such other date as may be agreed by Executive
and the Board.
(e) Protected Period: "Protected Period" shall mean the two year period
after the occurrence, during the term of this Agreement, of a Change in
Control.
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(f) Disability: "Disability" shall have the same meaning as set forth in
the Company's long-term disability insurance policy providing
disability insurance for the Executive, as the same shall exist from
time to time.
(g) Notice of Termination: "Notice of Termination" shall mean written
notice of the termination of the Executive's active employment with the
Company either delivered to the Executive by the Company pursuant to
Section 2(b) or delivered to the Company by the Executive pursuant to
Section 2(c).
2. TERMINATION.
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(a) Change in Control. The Executive shall be entitled to the benefits
provided in Section 3 hereof upon any termination of his active
employment with the Company and its subsidiaries within a Protected
Period, except a termination of active employment (i) because of his
death, (ii) because of a Disability, (iii) by the Company or its
subsidiaries for Cause, or (iv) by the Executive other than for Good
Reason. No amounts shall be payable under this Agreement if the
Executive's employment terminates outside of a Protected Period.
(b) Termination by Company. Any termination by the Board of the Executive's
active employment must, in order to be effective, be preceded by a
written Notice of Termination to the Executive indicating the Date of
Termination and the reasons therefor and, if the termination is for
Cause, the specific provision of Section 1(b) relied upon and setting
forth in reasonable detail the facts and circumstances supporting
termination for Cause. Nothing herein shall bar the Executive from
contesting the basis for his termination under this Section 2(b).
(c) Termination by Executive. Any termination by the Executive of his
active employment for Good Reason must, in order to be effective, be
preceded by a written Notice of Termination to the Company indicating
the specific provision of Section 1(c) relied upon and setting forth in
reasonable detail the facts and circumstances supporting the
termination under the provision so indicated. After receipt of such
Notice of Termination, the Company shall have ten (10) business days
from the date of receipt of such Notice of Termination to cure the
event described therein, and upon cure thereof by the Company to the
Executive's reasonable satisfaction, such event shall no longer
constitute "Good Reason" for purposes of this Agreement.
3. COMPENSATION AND BENEFITS: POST EMPLOYMENT.
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(a) Change in Control. If, within a Protected Period, the Executive's
employment by the Company and its subsidiaries shall be terminated (i) by
the Company and its subsidiaries other than for Cause and other than
because of a Disability or death, or (ii) by the Executive for Good Reason,
the Executive shall be entitled to the benefits provided for below:
(A) Base Salary -The Executive shall continue, to receive his base
salary for two (2) years after the Date of Termination, payable in
installments on the Company's normal payroll dates. For this
purpose, base salary shall be the current base salary of the
Executive at the Date of Termination or at the base salary at any
time in the last twelve months, if higher.
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(B) Bonus - The Executive shall receive a full year annual performance
bonus for the calendar year in which severance occurs equal to the
latest performance bonus paid or the average of last 2 performance
bonuses paid, whichever is greater. Such payment will be made at
the same time that bonus consideration and payments for other
senior executives for the same performance period are made.
(C) Car Allowance - The Executive shall continue to receive a car
allowance for two (2) years after the Date of Termination. The
amount of such car allowance shall equal the amount, if any, being
received by the Executive immediately prior to the Date of
Termination.
(D) Medical & Dental, 401(k), Pension Plans and Supplemental Pension
Plans - The Executive shall continue to be treated as a
participant in all such plans in which the Executive shall have
been a participant on the date of the Notice of Termination, based
on then applicable and corresponding elections and contribution
rates, for the 2-year period commencing on the Executive's Date of
Termination. If such plans do not permit the Executives continued
participation, the tax-adjusted value the Executive would have
received shall be determined and paid by the Company (outside of
the plans). The Executive shall be allowed to change the
Executive's payment election under the terms of such Supplemental
Benefit Plan at the Executive's Date of Termination.
(E) Life & Disability Insurance - The Company shall continue to pay
the premium related to the Executive's life insurance and
long-term disability insurance for the 2-year period commencing on
the Executive's Date of Termination.
(F) Benefits - The Executive shall be paid or be provided such other
benefits for which the Executive is otherwise eligible, if any,
under the terms of any employee benefit, incentive, option, stock
award or other plans or programs of the Company in which he may
be, or may have been, a participant and any unused vacation time.
All awards made to the Executive under such employee benefit,
incentive, option, stock award or other plans or programs shall
immediately vest and be payable and all restrictions shall lapse.
If such plans do not permit the Executive's continued
participation or immediate vesting, the tax-adjusted value the
Executive would have received shall be determined and paid by the
Company (outside of the plans).
(b) Other: This Agreement shall not be considered a "change of control or
an employment agreement" for the purposes of the Trenwick Group Inc.
Merger Severance Policy adopted in connection with the merger of the
Company and Chartwell Re Corporation (the "Merger Severance Policy");
provided, however, if there is a Change of Control under this Agreement
and the Executive is entitled to benefits under Section 3(a) of this
Agreement, then the Executive shall not be covered by, or entitled to
any benefits under, the Merger Severance Policy.
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4. REDUCTION OF PAYMENT.
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Notwithstanding any other provision of this Agreement or of any other agreement,
understanding or compensation plan, Executive shall not be entitled to receive
any payment which, taking into account all payments, rights and benefits, would
be deemed to be an "excess parachute payment" under Section 280G (of the
Internal Revenue Code of 1986, as amended), and the amount of each payment shall
be reduced to the extent necessary to ensure that the Executive receives no
"parachute payment" in connection with a Change of Control; provided that no
such reduction shall occur to the extent that Executive shall have elected to
defer receipt of payments beyond the end of the two year period following the
Date of Termination and such deferral shall have resulted in the present value
of such payment not constituting an "excess parachute payment". Any such
election by Executive, to be effective for purposes of this Agreement: (a) must
be in irrevocable when made, (b) must be made in a writing delivered to the
Company prior to the occurrence of a Change of Control, (c) must be for a period
not be exceed five years after the two years anniversary of the Executive's Date
of Termination, and (d) must be concurred in by the Company, on the basis of the
advice of its tax advisors, as being both necessary and effective to reduce the
extent to which payments to be made hereunder will constitute an "excess
parachute payment". If, at any future date following the making of a payment
hereunder, it shall have been determined by the IRS that such payment was in
excess of the limits set forth in Section 280G, and such excess shall not have
been caused by a voluntary action of the Executive not required by this
Agreement, then the Executive shall be entitled to receive from the Company, and
the Company shall pay to Executive promptly upon notification to the Company of
such determination, an Excise Tax Adjustment Payment equal to the amount of all
applicable U.S. federal, state and local taxes (computed at the maximum marginal
rates and including interest penalties and any cost of contest or defense and
including any applicable Excise Tax) imposed upon the Excise Tax Adjustment
Payment.
5. PROTECTION OF THE COMPANY'S BUSINESS; CONFIDENTIAL INFORMATION AND
TRADE SECRETS; NON-SOLICITATION; AND NON-COMPETE.
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This Section 5 sets forth rights of the Company and obligations of the Executive
which are mutually acknowledged to be for the protection of the Company and its
successors and assigns and to be reasonable in scope and duration. Executive
acknowledges that the provisions of this Section 5 are not intended to and will
not have the effect of preventing Executive from earning a living. The
provisions of this Section 5 shall be enforceable strictly in accordance with
their terms, notwithstanding any termination of this agreement, whether by the
Company or by the Executive and whether during the period of active employment
or following the Executive's employment with the Company.
(a) Confidential Information; Trade Secrets. During Executive's employment
with the Company, and thereafter for two (2) years, the Executive shall
not (1) disclose, directly or indirectly, any Confidential Information
to anyone outside of the Company or to any employees of the Company not
authorized to receive such information or (2) use any Confidential
Information other than as may be necessary to perform the Executive's
duties at the Company. In no event shall the
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Executive disclose any Confidential Information to, or use any
Confidential Information for the benefit of, any current or future
competitor, supplier or client of the Company, whether on behalf of
Executive, any subsequent employer, or any other person or entity. The
Executive is not, however, prohibited from using the general skills,
knowledge and experience that the Executive has learned or developed in
his position or positions with the Company or with others. The
Executive agrees that his position with the Company creates a
relationship of high trust and confidence with respect to Confidential
Information owned or used by the Company, and its clients or suppliers
that may be learned or developed by him while employed by the Company.
For purposes of this Agreement, the term "Confidential Information"
includes all information that the Company desires to protect and keep
confidential or that the Company is obligated to third parties to keep
confidential, including but not limited to "Trade Secrets" to the full
extent of the definition of that term under state law. It does not
include "general skills, knowledge and experience" as those terms are
defined under applicable state law. Confidential Information includes,
but is not limited to: product information and designs, computer
programs, unpatented inventions, discoveries or improvements;
marketing, sales, organizational, financial, operating, research,
development and business plans; company policies and manuals; sales
forecasts; personnel information (including the identity of the Company
employees, their responsibilities, competence, abilities and
compensation); medical information about employees; information
relating to the Company's agents and brokers; pricing and nonpublic
financial information; current and prospective client lists and
information on clients or their employees; information concerning
planned or pending acquisitions or divestitures; and information
concerning purchases of major equipment or property. Confidential
Information does not include information which (i) is or becomes
publicly available other than as a result of a disclosure by the
Executive in violation of this Agreement, (ii) becomes available to the
Executive on a non-confidential basis from a source other than the
Company or its employees, agents or advisors, provided that such source
is not known by you to be bound by a confidentiality agreement with or
other obligation of secrecy to the Company with respect to such
information, (iii) is independently developed by the Executive or on
the Executive's behalf without violating the terms of this Agreement or
(iv) is required to be disclosed by applicable law, regulation or legal
process.
(b) Non-Solicitation. During the Executive's employment, and thereafter
for so long as the Executive is being compensated pursuant to Section
3(a)(A) of this Agreement, the Executive shall not directly or
indirectly solicit any customer or client of the Company or any person
or entity who is a prospect of the Company on the Date of
Termination or induce or encourage any employee of the Company to
terminate employment with the Company or to accept employment with any
competitor, supplier, agent or broker of the Company, nor shall the
Executive cooperate with any others in doing or attempting to do any of
the foregoing. As used herein, the term "solicit, induce or encourage"
includes, but is not limited to, the Executive's (i) initiating
communications with any employee of the Company relating to possible
employment or independent contractor relationship, (ii) offering
bonuses or additional compensation to encourage the Company's employees
to terminate their employment with the Company and accept employment
with a competitor, supplier, client, agent or broker of the Company,
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(iii) referring the Company's employees to personnel or agents employed
by competitors, suppliers, clients, agents or brokers of the Company or
(iv) initiating communications with or offering inducements to any
customer or client (or prospect) of the Company for the purpose of
inducing such customer or client to transact business with a competitor
of the Company.
(c) Non-Compete. During the Executive's employment and so long as the
Executive is being compensated pursuant to Section 3(a)(A)
of this Agreement, the Executive shall not, directly or indirectly, as
principal, agent, contractor, employee, employer, partner, shareholder
(other than solely as an owner of 2% or less of the stock of a public
corporation) or in any other capacity engage in or perform any
managerial or executive services for any corporation, partnership,
individual or entity, a primary business of which is competitive with
the Company in any of the places where the Company is doing business in
the United States, Canada, Puerto Rico, or Virgin Islands (the
"Territory"). Notwithstanding the foregoing provisions of this
subparagraph, the Executive may accept employment with a person or
entity whose business is diversified and includes a line of business
competitive with the Company; provided that, prior to such employment,
the Company is given reasonable assurance in writing that the Executive
shall not, during such restricted period, render managerial or
executive services, directly or indirectly, specifically for any line
of business of such person or entity which is competitive with the
Company. The Executive understands and agrees that the Company has
sales and operations facilities throughout the Territory and,
therefore, to provide the Company with reasonable protection, the
Executive's obligations under this subparagraph shall extend throughout
the Territory.
(d) Return of Property. Immediately upon the termination of the Executive's
employment with the Company and at any time upon the Company's request,
the Executive shall deliver to the Company all the Company property in
the Executive's possession, custody or control including notebooks,
reports, manuals, programming data, listings and materials, engineering
or patent drawings, patent applications, any other documents, files or
materials which contain, mention or relate to Confidential Information,
and all copies and summaries of such materials whether in written,
mechanical, electromagnetic, analog, digital or any other format or
medium.
(e) Consent to Modifications by the Court. It is the express intention of
the parties to this Agreement that, if it should appear that any of the
terms or covenants of this section are in conflict with any rule of law
or statutory provision of the State of Connecticut or any other
jurisdiction where this Agreement is being enforced, which conflict
would ordinarily render such terms or covenants inoperative or null and
void, the parties request that the courts of such state modify any such
term or covenant so that the intention of the parties hereto is carried
out to as great a degree and extent as the court deems reasonable in
order to conform with any rule of law or statutory provision regarding
restrictive covenants of the State of Connecticut or of such other
jurisdiction.
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6. MERGER OR REORGANIZATION.
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This Agreement shall not be terminated by the voluntary or involuntary
dissolution of the Company or by any merger or consolidation where the Company
is not the surviving or resulting corporation, or upon any transfer of all or
substantially all of the assets of the Company. In the event of any such merger
or consolidation or transfer of assets, the provisions of this Agreement shall
be binding and shall inure to the benefit of the Executive and the surviving or
resulting entity or the entity to which such assets shall be transferred. The
Company's successor, as the Executive's employer (whether such succession is
direct or indirect, by purchase, merger, consolidation or otherwise, to all or a
substantial portion of the business and/or assets of the Company), assumes and
agrees to perform this Agreement in the same manner and to the same extent as
the Company would be required to perform if no such succession had taken place.
As used in this Agreement, the term "Company" shall mean the Company and any
successor to all or a substantial portion of the Company's business or assets.
7. ARBITRATION; JURY WAIVER.
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Any controversy or claim arising out of or relating to this Agreement, the
breach thereof or the coverage of this arbitration provision shall be settled by
arbitration administered by the American Arbitration Association in accordance
with its Commercial Arbitration Rules in effect on the date of delivery of
demand for arbitration. The arbitration of such issues, including the
determination of the amount of any damages suffered by either party hereto by
reason of the acts or omissions of the other, shall be to the exclusion of any
court. The decision of the arbitrators shall be final and binding on the parties
and their respective heirs, executors, administrators, successors and assigns.
Judgment upon the award rendered by the arbitrators may be entered in any court
having jurisdiction. There shall be three arbitrators, one to be chosen directly
by each party and the third arbitrator to be selected by the two arbitrators so
chosen. The arbitration shall be conducted in Stamford, Connecticut or at such
other location as agreed by the parties. All decisions and awards shall be made
by a majority of the arbitrators. Each party shall pay the fees and expenses of
that party's arbitrator and any representatives, witnesses and all other
expenses related to the presentation of that party's case. The cost of the third
arbitrator, the record or any transcripts, any administrative fees, and all
other fees and costs shall be borne equally by the parties.
By agreeing to arbitration under this Section, the Company and the Executive
understand that they are each waiving any right to a trial by jury and each
party makes that waiver knowingly and voluntarily with full consideration of the
ramifications of such waiver.
Nothing contained herein shall be construed or interpreted to preclude the
Company prior to, or pending the resolution of, any matter subject to
arbitration from seeking injunctive relief in any court for any breach or
threatened breach of any of the Executive's obligations in Section 5 hereof.
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8. NON-ASSIGNABILITY.
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The obligations of the Executive hereunder are personal and may not be
delegated, assigned or transferred by the Executive in any manner whatsoever,
nor are such obligations subject to involuntary alienation, assignment or
transfer.
9. AMENDMENT; TERMINATION.
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This Agreement contains the entire agreement of the parties. It may not be
changed orally but only by a written agreement executed by the Executive and the
Board that expressly references this Agreement. This Agreement may be terminated
by the Board at any time upon one year's written notice to the Executive,
setting forth the date of termination of this Agreement. Notwithstanding such a
termination of this Agreement, this Agreement shall continue with respect to any
Change of Control that occurs during the term of this Agreement, until the end
of its Protected Period, but shall not apply to any Change of Control that
occurs after the date of termination of this Agreement.
10. NOTICES.
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All notices which a party is required or may desire to give to the other party
under or in connection with this Agreement shall be sufficient if given by hand
delivery or by addressing same to the other party as follows:
(a) if to the Executive, to:
((Address1))
((Address2))
((City)),((State))((PostalCode))
((Country))
(b) if to the Company, to:
Trenwick Group Inc.
One Canterbury Green
Stamford, CT 06901
Attn: Secretary
or at such other place as may be designed in writing by like notice. Any notice
shall be deemed to have been delivered when addressed as required herein and
deposited postage prepaid, in the United States Mail.
11. WAIVER; MODIFICATION.
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No provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing that expressly
references this Agreement and is signed by the Executive and the Company. The
waiver by either party of any breach by the other party, or of compliance with,
any condition or provision of this Agreement to be performed by such other party
shall not be deemed a waiver of the same provisions or conditions at any other
time, nor shall it be deemed a waiver of any other provisions or conditions at
any time.
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12. SEVERABILITY.
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The various Sections of this Agreement are severable, and if any Section or an
identifiable part thereof is held to be invalid or unenforceable by any court of
competent jurisdiction, then such invalidity or unenforceability shall not
affect the validity or enforceability of the remaining Sections or identifiable
parts thereof in this Agreement, and the parties hereto agree that the portion
so held invalid, unenforceable or void shall, if possible, be deemed amended or
reduced in scope, or otherwise be stricken from this Agreement, to the extent
required for the purposes of the validity and enforcement hereof.
13. CHOICE OF LAW.
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The parties agree that Connecticut, as the place of contracting and where the
Company has its principal place of business, has a substantial relationship to
this Agreement and so the parties agree that this Agreement shall be governed by
the laws of the State of Connecticut, without reference to any conflict of law
rules.
14. SURVIVAL AND CONTINUATION OF AGREEMENT PROVISIONS.
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The termination of the Executive's employment for any reason whatsoever shall
not operate to terminate this Agreement or otherwise adversely affect the
respective continuing rights and obligations of the parties, including those
under Sections 3, 4, 5, 7, 8, 9, 11, 13, 15 and 19 of this Agreement, all of
which shall survive the effective date of such termination of employment in
accordance with their respective terms.
15. RIGHT TO INJUNCTIVE AND OTHER RELIEF; CONSENT TO JURISDICTION.
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(a) The Executive acknowledges that the Company will suffer irreparable
harm, not readily susceptible of valuation in monetary damages, if the
Executive breaches any of his obligations in Section 5(a) of this
Agreement. Accordingly, the Executive agrees that the Company shall be
entitled to injunctive relief against any breach or prospective breach
by the Executive of his obligations in Section 5(a) in any federal or
state court of competent jurisdiction. Nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies
available to the Company for such breach or threatened breach,
including the recovery of damages from the Executive.
(b) If the Executive breaches any of his obligations under Section 5(b),
(c) or (d) of this Agreement, the Company shall be entitled (A) to
cease making further payments to Executive pursuant to clauses (A)
through (D) of Section 3(a); (B) to terminate Executive's rights of
participation under clauses (E) and (F) of Section 3(a); and (C) to the
return of any such payments previously made to the Executive with
respect to periods after the date that the Executive first breached any
of his obligations under this Agreement.
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(c) The Executive hereby submits to the jurisdiction of any such federal or
state court in the State of Connecticut for the purposes of any actions
or proceedings instituted by the Company in connection with the
Executive's breach of this Agreement. This Section 15 shall survive the
termination of the Executive's employment with the Company.
16. ENTIRE AGREEMENT.
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This Agreement sets forth the entire agreement between the parties with respect
to the subject matter hereof and supersedes any and all prior agreements between
the Company and the Executive, whether written or oral, relating to any or all
matters covered by, and contained or otherwise dealt with, in this Agreement,
including but not limited to the Original Agreement. No agreements or
representations, oral or otherwise, express or implied, have been made by either
party with respect to the subject matter of this Agreement, unless set forth
expressly in this Agreement.
17. BENEFICIARIES; REFERENCES.
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The Executive may select (and change, to the extent permitted under any
applicable law) a beneficiary or beneficiaries to receive any compensation or
benefit payable under this Agreement following the Executive's death, and may
change such election by giving the Company written notice thereof. In the event
of the Executive's death, Disability or a judicial determination of the
Executive's incompetence, all references in this Agreement to the Executive
shall be deemed, where appropriate, to refer to the Executive's named
beneficiary, estate or other legal representative.
18. ACTION OF THE BOARD.
-------------------
Except for the reference in Section 1(a), any reference in this Agreement to the
Board shall include the Compensation Committee thereof and any officers of the
Company to which the Board or the Compensation Committee thereof has by
resolution delegated any explicit authority or responsibilities with respect to
this Agreement.
19. TAX WITHHOLDINGS.
----------------
All payments to the Executive hereunder shall be subject to such withholding of
federal, state and local income and excise taxes and to such employment taxes as
may be reasonably determined by the Company to be required.
12
<PAGE>
IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the date set forth above.
TRENWICK GROUP INC.
By:
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Name:
Title:
EXECUTIVE
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