EXHIBIT 10.10
EMPLOYMENT AGREEMENT
BY AND BETWEEN
SAGE LIFE ASSURANCE OF AMERICA, INC.
AND
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EFFECTIVE: November 1, 2002
EMPLOYMENT AGREEMENT
TABLE OF CONTENTS
PAGES
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1. EMPLOYMENT........................................................................................ 1
1.1 General Duties and Title...................................................................... 1
1.2 Access of Executive to Audit Committees, Boards of Directors and Auditors..................... 2
1.3 Full-Time Position............................................................................ 2
2. TERM.............................................................................................. 2
3. REMUNERATION...................................................................................... 2
4. WITHHOLDING....................................................................................... 3
5. INSURANCE AND OTHER BENEFIT PLANS................................................................. 3
6. VACATIONS......................................................................................... 3
7. BUSINESS EXPENSES................................................................................. 4
8. INDEMNIFICATION................................................................................... 4
9. TERMINATION OF EMPLOYMENT......................................................................... 5
9.1.A Termination on Expiration of the Initial Term without Offer................................ 5
9.1.B Termination on Expiration of the Initial Term with Offer................................... 6
9.2 Termination by the Company for Cause.......................................................... 7
9.3 Definition of Cause........................................................................... 7
9.4 Determination of For Cause Termination........................................................ 8
9.5 Termination by the Company Without Cause...................................................... 8
9.6 Termination by the Executive for Good Reason.................................................. 9
9.7 Voluntary Termination by the Executive........................................................ 10
9.8 Disability Termination........................................................................ 10
9.9 Termination Due to Executive's Death.......................................................... 10
10. RESTRICTIVE CONVENANTS; CONFIDENTIALITY; OWNERSHIP OF PROCEEDS OF EMPLOYMENT...................... 11
10.1 Solicitation of Employees; Customers; Agents or Representatives etc.......................... 11
10.2 Confidential Records......................................................................... 11
10.3 Ownership of Proceeds of Employment.......................................................... 12
10.4 Survival..................................................................................... 12
10.5 Enforceability; Remedies..................................................................... 12
11. MISCELLANEOUS PROVISIONS.......................................................................... 12
11.1 Severability................................................................................. 12
11.2 Execution in Counterparts.................................................................... 13
11.3 Notices...................................................................................... 13
11.4 Entire Agreement and Subsequent Amendments................................................... 14
11.5 Applicable Law............................................................................... 14
11.6 Headings..................................................................................... 14
11.7 Binding Effect; Successors and Assigns....................................................... 14
11.8 Waiver....................................................................................... 15
11.9 Warranty and Capacity to Contract............................................................ 15
11.10 Arbitration............................................................................... 15
11.11 Remedies.................................................................................. 15
11.12 Survival.................................................................................. 16
Exhibit A - Position Description
Exhibit B - Benefits
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") made and entered into this ______
day of November, 2002 and effective as of the 1st day of November, 2002 (the
"Effective Date") by and between Sage Life Assurance of America, Inc. (the
"Company"), a Delaware life insurance corporation, with its principal offices at
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individual currently residing at ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
("Executive").
WITNESSETH THAT
WHEREAS, the Company desires to employ Executive in accordance with the terms of
this Agreement and Executive desires to be so employed by the Company;
WHEREAS, the parties desire to set forth the employment understanding and terms
and conditions of employment in a written agreement; and Executive wishes to
accept such employment upon the terms and subject to the conditions hereinafter
set forth;
NOW THEREFORE, in consideration of the mutual promises contained herein, the
parties hereto hereby agree as follows:
1. EMPLOYMENT
1.1 General Duties and Title
On the Effective Date, the Company hereby employs Executive with the
title/s designated in Exhibit A (the "Position Description") attached
hereto and forming a part of this Agreement.
Executive's primary responsibilities and duties are as described in
Exhibit A. The primary responsibilities and duties of the Executive may
be altered or amended by the mutual agreement of the Company and the
Executive. Any modifications or alterations to the duties assigned to
the Executive will be consistent with the education, background and
experience of the Executive. Executive shall faithfully and diligently
perform for the Company all such duties. Executive shall report to and
take direction primarily from the Chief Executive Officer and the Board
of Directors of the Company. Executive agrees to act in the capacity of
a member or officer of such boards as he may be appointed without
remuneration other than the remuneration to which Executive is
otherwise entitled under this Agreement.
Services rendered by Executive shall be rendered in accordance with
recognized professional standards and recognized codes of conduct or
ethics. Executive shall further promote and enhance the business
purposes of the Company by entertainment and other means, including
participation in professional organizations and activities, attendance
at insurance or financial industry conventions and seminars, and
membership in insurance or financial industry societies.
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1.2 Access of Executive to Audit Committees, Boards of Directors and
Auditors
For the purpose of fulfillment of Executive's responsibilities to the
Company and to those companies in addition to the Company, including
Sage Insurance Group, Inc. ("SIGI") for which Executive is directed to
perform any services, directly or indirectly, at all times during the
Term of Employment, Executive shall have direct access to and contact
with (i) each member of the Audit Committee of each such company, (ii)
each member of the Board of Directors of the each such company and
(iii) Ernst & Young, LLP and any other auditing or accounting firm that
has performed or is performing external or internal audit services to
the Company, SIGI and/or any other company for which Executive is
directed to perform any services, directly or indirectly, including any
consulting organization currently or formerly affiliated with any such
auditing or accounting firm.
1.3 Full-Time Position
Executive during the Term will devote Executive's best efforts,
attention and skills to the business and affairs of the Company on a
full-time basis, and shall devote all of Executive's business time and
effort to the performance of the duties hereunder.
2. TERM
The employment of Executive hereunder shall commence on the Effective
Date and shall continue until April 30, 2003 or such earlier date as
this Agreement is terminated as provided in Section 9 hereof.
3. REMUNERATION
The Company (or an affiliate acting on behalf of the Company) will pay
to Executive as compensation for services to be rendered under Section
1 hereof, the following amounts:
(a) Base Salary
A base salary ("Base Salary") of Ten Thousand Dollars
($10,000) per week to be paid weekly at the end of each week
from the Effective Date hereof through and until April 30,
2003 (the "Term"). If Executive's employment by the Company
continues beyond the term hereof as provided for in Section
9.1.B, the Base Salary shall be as agreed by the parties,
payable semi-monthly in accordance with the Company's payroll
policies for its executive officers and reviewable annually in
March of each year, commencing with the first review being
conducted for the performance period beginning on May 1, 2003
and terminating March 31, 2004.
(b) Living Expenses
The Company shall provide the Executive with appropriate
living quarters in or proximate to Stamford, Connecticut,
meals, and use of an automobile for the Initial Term. Weekly
travel between Stamford, Connecticut and the Executive's
residence in Houston, Texas will be paid for by the Company.
Living expenses
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payable by the Company shall not exceed $8,500 per month,
cumulatively, during the Term. The Company requires the
full-time presence of Executive in Stamford, Connecticut for
the convenience of the Company. While the parties believe such
living expenses will not be deemed taxable income of the
Executive, if to any extent such living expenses are or become
taxable to Executive, the Company shall gross up the Base
Salary payable to Executive to equalize the value of such
living expenses had they not been taxable to Executive.
4. WITHHOLDING
Executive agrees that the Company shall withhold from any and all
payments required to be made to Executive pursuant to this Agreement
all actual or potential Federal, State, local and/or other taxes the
Company determines are required or potentially will be required, to be
withheld in accordance with applicable statutes and/or regulations from
time to time in effect.
5. INSURANCE AND OTHER BENEFIT PLANS
Executive shall be entitled during the period of employment with the
Company, to participate in (i) the life insurance and disability
insurance plans available to executives of the Company, including such
accidental death or other benefits as may be provided under such plans,
and (ii) the health and dental and vision plans available to officers
(and their immediate families) of the Company, or at the election of
Executive, Executive may purchase individual family health and dental
coverage for which the costs will be reimbursed by the Company in an
amount not to exceed that otherwise paid by the Company under its own
benefit plan, and (iii) such other employee benefit plans, including
all employee welfare benefit plans and employee pension benefit plans,
that currently are or will be made generally available to executives
and salaried employees of the Company. Descriptions of the current
benefit plans are set forth in Exhibit B. Participation by or inclusion
of the Executive in any benefit plan maintained by the Company shall be
provided only to the extent that the Executive is eligible under the
terms and conditions of the applicable plan and, if required pursuant
to the plan, the Executive meets any insurance underwriting or other
conditions validly required by the provider or carrier of the plan or
the contracts, policies, or other terms of eligibility or participation
issued in connection with the plan.
6. VACATIONS
Executive shall be entitled to be absent from Executive's duties with
the Company by reason of vacation and personal days for such periods as
are consistent on a pro rata basis with the policy of the Company with
respect to executive officers generally, which policy is more fully
described in Exhibit B. In addition, the Executive shall be entitled to
such national and religious holidays as generally approved by the
Company.
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7. BUSINESS EXPENSES
The Company recognizes that, in connection with Executive's performance
of his duties, functions and responsibilities hereunder, Executive will
incur certain reasonable and necessary expenses. The Company agrees to
promptly reimburse Executive for all such reasonable business expenses,
which are incurred solely in connection with the Company's business,
upon the presentation of statements setting forth the nature and amount
of such expenses in reasonable detail, in accordance with the Company's
generally applicable guidelines and procedures from time to time.
To the extent that it is subsequently determined by the Company, using
reasonable standards generally applicable to executive officers in like
capacities, that any expense reimbursed by the Company to the Executive
is not a reasonable or necessary business expense of the Company, and
such determination is based upon false, misleading, incorrect or
inadequate documentation supplied by the Executive, the Executive shall
be liable to the Company for the amount of such excess reimbursement.
8. INDEMNIFICATION
The Company agrees to defend and indemnify the Executive against all
liabilities and expenses, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, together with
counsel fees in each case reasonably incurred in connection with the
defense, disposition or investigation of any action, suit, claim or
other proceeding, whether civil, criminal or regulatory, in which
Executive may be involved or with which he may be threatened during the
Employment Term or thereafter, in each case to the extent incurred by
reason of his serving or having served (a) as an executive, consultant
or officer of the Company, SIGI and/or any subsidiary or affiliate of
either of them (collectively the "Group"), or (b) at its request as a
consultant, Executive, officer or in any other capacity for the
performance of services by the Executive to any organization within or
without the Group. The Company shall use its best efforts to purchase
or cause the purchase and maintenance in force during the Employment
Term and at least one year thereafter directors and officers' liability
insurance for the benefit of Executive and others with policy limits
and other terms no less favorable to the insured than those currently
in effect.
The Company shall be obligated to pay the claims or expenses of the
Executive required under this Section 8, including defense cost,
directly to the third party to whom payment is due and owing, without
the necessity of the Executive making such payment and seeking
reimbursement from the Company.
The Company shall not indemnify the Executive if a determination shall
be made that the Executive, (i) failed to act in good faith or not in a
manner the Executive reasonably believed to be in or not opposed to the
best interests of the Company or (ii) with respect to any criminal
action or proceeding, had reasonable cause to believe that the
Executive's conduct was unlawful at the time thereof, as follows:
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(a) A committee of the independent members of the Board of
Directors of the Company shall first make a preliminary
written determination to the Company and the Executive.
(b) Within ten (10) business days of Executive's receipt of the
preliminary determination described above, Executive shall
either (i) accept such preliminary determination, in which
event such determination shall be final and binding upon the
parties or (ii) reject the preliminary determination.
(c) If the Executive shall reject the preliminary determination
described above, the parties shall submit the matter to
arbitration pursuant to Section 11.10 of this Agreement.
Anything in the preceding paragraph to the contrary notwithstanding,
the Company shall defend and indemnify the Executive as provided by
this Section 8 unless and until there shall be a final determination
that the Company is not required to do so. In the event of any such
final determination, the Executive shall reimburse the Company within
sixty (60) days from demand therefor such amounts as the Company shall
have expended to defend and indemnify the Executive against matters
found to be outside the scope of the Company's obligations under this
Section 8.
The provisions of this Section 8 shall survive the termination or
expiration of Executive's employment under this Agreement irrespective
of the reason for such termination.
9. TERMINATION OF EMPLOYMENT
9.1.A Termination on Expiration of the Initial Term without Offer
If upon the expiration of this Agreement, the Company has not offered
the Executive in writing an employment agreement providing at least
those basic terms set forth in Section 9.1.B, this Agreement shall
terminate.
In the event that Executive's employment is so terminated or altered
under this Section 9.1.A, Executive shall be entitled to receive:
(a) Payments for twenty six (26) weeks of the current Base Salary, paid
in accordance with the executive officer payroll policy of the
Company at the time of termination;
(b) Accrued vacation and personal days; and
(c) Accrued business expenses pursuant to Section 7 not previously
reimbursed.
In addition to the above payments if permitted under the appropriate
plan documentation and if allowed by law, all health, dental and life
insurance coverage provided to executive under the Executive benefit
plans will be extended for such period as the Company is obligated to
make Base Salary payments to Executive in terms of this Section or, if
longer, as required by otherwise applicable law, unless
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Executive becomes covered by other employer plans. If coverage
extensions are not permitted by law or under the plans, the Company
shall pay to the Executive periodic bonuses equal to the insurance
premium cost, which would have been required as if the Executive were
covered under the plan.
9.1.B. Termination on Expiration of the Initial Term with Offer
If upon the expiration of this Agreement, the Company has offered the
Executive in writing an employment agreement providing at least the
basic terms set forth below and Executive declines to accept such
offer, this Agreement shall terminate.
In the event that Executive's employment is so terminated under this
Section, Executive shall be entitled to receive:
a) Accrued vacation and personal days; and
b) Accrued business expenses pursuant to Section 7 not previously
reimbursed.
In addition to the above payments if permitted under the appropriate
plan documentation and if allowed by law, all health, dental and life
insurance coverage provided to executive under the Executive benefit
plans will be extended for such period as the Company is obligated to
make Base Salary payments to Executive in terms of this Section or, if
longer, as required by otherwise applicable law, unless Executive
becomes covered by other employer plans. If coverage extensions are not
permitted by law or under the plans, the Company shall pay to the
Executive periodic bonuses equal to the insurance premium cost, which
would have been required as if the Executive were covered under the
plan.
The minimum basic terms for an offer of employment agreement pursuant
to this Section 9.1 B shall be as follows:
(i) A term of not less than one year commencing May 1, 2003.
(ii) Base Salary at the rate of not less than $300,000 per annum
payable pursuant to the Company's payroll policies for
executive officers.
(iii) Living Expenses for the months of May, June and July 2003 as
set forth in Section 3 (b) herein.
(iv) The reasonable costs of Executive and his immediate family
relocating from Houston, Texas to the greater Stamford,
Connecticut area including, but not limited to (a) the real
estate brokerage commission, legal and other expenses of
selling Executive's home in Houston, Texas; (b) the costs of
packing, transporting and, if appropriate, and storage of the
furniture, furnishings and belongings of Executive and his
family, including automobiles, until a new permanent residence
is available for occupation; (c) the costs associated with the
purchase of a new home including loan origination fees, legal
expenses, title insurance, surveys and inspection reporting
costs of home purchase but excluding discount points on
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mortgage financing; (d) the duplicate costs of housing in the
event that a new home is purchased in the greater Stamford
area prior to the house in Houston being sold; and (e) the
fees of professional relocation facilitators to assist
Executive with locating suitable residence in or around
Stamford, Connecticut and related services.
(v) The aggregate of the costs under (iii) and (iv) of this
Section 9.1.B., paid or reimbursed to Executive shall not
exceed the sum of (a) $129,000 and (b) the difference, if any,
between $51,000 and the Executive's total living expenses paid
by the Company pursuant to Section 3 (b), together with such
additional amount necessary to gross up the Base Salary
payable to Executive to equal the taxes payable by Executive
on those portions of Company paid expenses that are taxable to
the Executive arising from the aforementioned sections.
(vi) Provisions substantially equivalent to Section 1.1, 1.2, 4, 5,
6, 7, 8, 9.2, 9.3, 9.4, 9.5, 9.6, 9.7, 9.8, 9.9, 10, 11,
Exhibit A and Exhibit B hereof and the entitlement of the
Executive to participate in the Company's Short and Long Term
Incentive Bonus Plans subject to all terms, conditions and
qualifications thereof.
9.2 Termination by the Company for Cause
In the event that Executive is removed from office by the Company for
cause (as hereinafter defined), the employment of Executive under this
Agreement shall terminate and Executive shall be entitled to receive
only the Base Salary for the period to the date of such removal.
No other or further payment of benefits under this Agreement will be
due upon Termination for Cause, except as required by law, or under the
Company's insurance and other employee benefit plans and the procedures
referred to in Sections 5 and 7.
9.3 Definition of Cause
For purposes of this Agreement, the term "cause" shall mean (i) any
willful material neglect by Executive, or material failure by Executive
to perform the duties and responsibilities of the Executive's office or
offices (other than any such failures resulting from Executive's
incapacity due to illness or injury), or (ii) any malfeasance or gross
misconduct by Executive in connection with the performance of any of
the duties or responsibilities or otherwise which would, in the view of
a reasonable person, be materially prejudicial to the interests of the
Company or any of its affiliates if Executive were retained in the
respective office or offices, including without limitation, conviction
of a felony, or (iii) actual indictment for, or formal admission to a
felony or crime of moral turpitude, dishonesty, breach of trust or
unethical business conduct or any crime involving the Company, or (iv)
repeated material failure to adhere to the policies and directions of
the Board of Directors, or failure to devote all of Executive's
business time and efforts to the business of the Company and the duties
and responsibilities hereunder, and with respect to subparts(i) or (ii)
or (iv) of this Section 9.3, there has been a failure to cure such
breach or a failure to modify
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Executive's conduct within 30 days of receiving written notice of such
breach specifying the factual reasons supporting the proposed dismissal
for cause.
9.4 Determination of For Cause Termination
A determination of a for cause termination shall be made by the Company
as follows:
(a) The Chief Executive Officer and/or the Chairman of the Company
shall first make a preliminary determination that the Executive
should be reviewed for discharge for cause. The Company will not be
required to provide any preliminary notice to the Executive of its
intention to investigate the possible discharge of the Executive
for cause.
(b) After investigating the circumstances surrounding the possible for
cause termination of the Executive, the Company, through its Chief
Executive Officer, may immediately relieve or suspend the Executive
by providing notice to the Executive. Upon notice of the
suspension, the Executive shall immediately vacate the premises and
remove all personal property from the premises of the Company. The
Company shall have the absolute right to review any and all
material in the possession of the Executive on the Company premises
to determine those items, which are proprietary to the Company.
After sorting the appropriate items, all personal items shall be
delivered to the Executive at the location designation reasonably
selected by the Executive.
(c) After concluding its investigation, the Company, through the Chief
Executive Officer and/or the Chairman of the Company, shall make a
determination whether the Executive should be discharged for cause.
The determination for discharge for cause shall be timely
communicated in writing, to the Executive.
9.5 Termination by the Company Without Cause
The Company expressly reserves the right to terminate the employment,
or materially reduce the responsibilities, of Executive at any time for
no reason or for any reason.
In the event that Executive's employment is so terminated or altered
under this Section, Executive shall be entitled to receive:
(a) Payments for twenty six (26) weeks of the current Base Salary, paid
in accordance with the executive officer payroll policy of the
Company at the time of termination;
(b) Accrued vacation and personal days; and
(c) Accrued business expenses pursuant to Section 7 not previously
reimbursed.
In addition to the above payments if permitted under the appropriate
plan documentation and if allowed by law, all health, dental and life
insurance coverage provided to Executive under the Executive benefit
plans will be extended for such period as the Company is obligated to
make Base Salary payments to Executive in terms of this Section, or, if
longer, as required by otherwise applicable law, unless
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Executive becomes covered by other employer plans. If coverage
extensions are not permitted by law or under the plans, the Company
shall pay to the Executive periodic bonuses equal to the insurance
premium cost, which would have been required as if the Executive were
covered under the plan.
Any unvested employer contributions attributable to Executive under any
pension plan, shall be accelerated and deemed vested as of the date of
termination of employment without cause. If the acceleration of vesting
is not permitted by law or under the terms of the plan, the Company
shall, in lieu of accelerated vesting, pay a bonus to the Executive in
the amount of the account forfeiture under the plan.
9.6 Termination by the Executive for Good Reason.
Termination by the Executive for Good Reason shall mean termination of
the Executive's employment by the Executive as a result of (i) the
assignment to the Executive of any duties inconsistent in any
substantial respect with the Executive's position, authority or
responsibility or any substantial change in any such position,
authority or responsibility including title; (ii) any failure by the
Company to comply with the terms of this Agreement or any other term of
the Executive's employment (other than any insubstantial or inadvertent
failure remedied promptly after receipt of notice from the Executive);
(iii) any failure by the Company to diligently implement such policies,
programs and systems as Executive, with the concurrence of the
Company's auditors and the Company's Audit Committee, determines are
necessary to prevent or correct "material weakness", as such term is
used in auditing standards, in the financial and internal controls of
the Company, its subsidiary, SIGI and any subsidiary, parent or
affiliates of any of them for which the Executive is requested to
perform any services hereunder, provided such failure is not
attributable to the actions, inactions or other terms defined under
"cause" above, by the Executive; (iv) any material reduction in salary
or other compensation provided herein; (v) a requirement that the
Executive be based at an office located more than 50 miles from the
City of Stamford, Connecticut; (vi) any failure by the Company to
obtain the assumption and agreement of any successor to perform this
Agreement as contemplated herein.
In the event that Executive's employment is so terminated or altered
under this Section, Executive shall be entitled to receive:
(a) Payments for twenty six (26) weeks of the current Base Salary, paid
in accordance with the executive officer payroll policy at the time
of termination;
(b) Accrued vacation and personal days; and
(c) Accrued business expenses pursuant to Section 7 not previously
reimbursed.
In addition to the above payments if permitted under the appropriate
plan documentation and if allowed by law, all health, dental and life
insurance coverage provided to Executive under the Executive benefit
plans will be extended for such period as the Company is obligated to
make weekly Base Salary payments to Executive in terms of this Section,
or, if longer, as required by otherwise applicable
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law, unless Executive becomes covered by other employer plans. If
coverage extensions are not permitted by law or under the plans, the
Company shall pay to the Executive periodic bonuses equal to the
insurance premium cost, which would have been required as if the
Executive were covered under the plan.
9.7 Voluntary Termination by the Executive
Executive shall be entitled, with not less than one (1) month's written
notice, to voluntarily terminate employment with the Company. If
Executive elects such termination, Executive shall be entitled to
receive the Executive's monthly Base Salary defined under Section 3 and
benefits defined under Section 5 until the end of such notice period.
Executive shall also be entitled to exercise any vested rights under
Sections 5 and 6.
Even though the Executive is required to give not less than one (1)
month's advance written notice, the Company shall have the option to
require that the Executive discontinue service on behalf of the Company
at any time upon receipt of advance written notice of the Executive's
election to terminate; provided, however, that in such event the
Company shall be required to continue the Base Salary and benefit
payments through the one (1) month notice period.
9.8 Disability Termination
The Executive's employment shall terminate if the Executive becomes so
disabled as to be unable to substantially perform the services of
character contemplated by this Agreement, and such disability continues
for a period of ninety (90) consecutive days. The Executive's
employment shall terminate at the conclusion of the 90-consecutive day
disability. In such event, the Executive shall be entitled to receive
the Executive's Base Salary defined under Section 3 and benefits
defined under Section 5 until the end of the 90-consecutive day
disability period. Executive shall also be entitled to exercise any
vested rights under Sections 5 and 6.
For purposes of this Agreement the term "disability" or "disabled"
shall mean a physical or mental condition resulting in a bodily injury
or disease or mental disorder which renders the Executive incapable of
engaging in substantial gainful activity of the character contemplated
by this Agreement and which can be expected to be of a long and
continued duration. The disability of the Executive shall be determined
by the Board based upon competent medical authority. The determination
of a disability may be made by the Board independent of such
determination being made under any other disability insurance plan
sponsored or funded by the Company.
9.9 Termination Due to Executive's Death
This Agreement shall terminate if the Executive shall die, in which
event the Executive's estate or personal representative shall not be
entitled to continue to receive Base Salary payments permitted under
Section 3 or other benefits permitted under this Agreement, other than
the Base Salary for the period until death, benefits payable under the
Company life insurance policies as provided in Exhibit B, and those
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benefit continuation requirement imposed as a matter of law. With
respect to other benefit entitlement under the bonus plan or other
similar plans, the Executive's estate shall only be permitted to such
rights or benefits as otherwise provided in those plan documents.
10. RESTRICTIVE CONVENANTS; CONFIDENTIALITY; OWNERSHIP OF PROCEEDS OF
EMPLOYMENT
10.1 Solicitation of Employees; Customers; Agents or Representatives
etc.
Executive agrees that, during the term of employment hereunder, and for
a period of one (1) year after the Company no longer employs Executive,
Executive shall not, directly or indirectly:
(a) solicit, entice, persuade or induce any individual who is then
or has been within the preceding six-month period, an employee
of the Company or any of its subsidiaries or affiliates, to
terminate his or her employment with the Company or any of its
subsidiaries or affiliates, or to become employed by or enter
into contractual relations with any other individual or
entity, and the Executive shall not approach any such employee
for any such purpose or authorize or knowingly approve the
taking of any such actions by any other individual or entity;
or,
(b) except in accordance with Executive's duties hereunder,
solicit, entice, persuade or induce any individual or entity
which is then, or has within the preceding twelve month period
been, a customer, distributor or supplier, or policy owner,
agent or representative of the Company or its subsidiaries or
affiliates to terminate or materially reduce his, her or its
contractual or other relationship with the Company or any of
its subsidiaries or affiliates, and the Executive shall not
approach any such customer, distributor, supplier, policy
owner, agent or representative for such purpose or authorize
or knowingly approve the taking of any such actions by any
other individual or entity.
10.2 Confidential Records
In the course of employment, Executive will have access to confidential
information, records, data, specifications, and other knowledge owned
by the Company or its subsidiaries or affiliates. Executive agrees that
at no time during or after the term of employment shall the Executive
remove or cause to be removed from the premises of the Company or its
subsidiaries or affiliates, any record, file, memorandum, document,
equipment or like item relating to the business of the Company or its
subsidiaries or affiliates except in furtherance of Executive's duties
hereunder, and immediately following the termination of Executive's
employment hereunder or at any other time at the request of the Board
of Directors, all such records, files, memoranda, documents, equipment
and like items then in Executive's possession will promptly be returned
to the Company. Executive further agrees that, during and after the
term of employment, Executive shall not without the written consent of
the Company or a person authorized thereby, disclose to any person,
other than an employee of the Company its subsidiaries or affiliates or
a person to whom disclosure
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is reasonably necessary or appropriate in connection with the
performance by Executive of duties as an executive of the Company, any
confidential information obtained by Executive while in the employ of
the Company with respect to any business methods, plans, policies,
products and/or personnel of the Company or its subsidiaries or
affiliates, the disclosure, including speaking with the press, of which
would, in the view of a reasonable person, be injurious or damaging to
the business of the Company or its subsidiaries, or affiliates,
provided, however, that confidential information shall not include any
information known generally to the public (other than as a result of
unauthorized disclosure by Executive), or any information of a type not
otherwise considered confidential by persons engaged in the same
business or a business similar to that conducted by the Company.
10.3 Ownership of Proceeds of Employment
Executive acknowledges that the Company shall be the sole owner of all
the fruits and proceeds of the Executive's services hereunder,
including without limitation all ideas, concepts, formats, suggestions,
developments, arrangements, designs, packages, programs, promotions and
other properties relating to the businesses of the Company, which
Executive may create in connection with and during the term of
employment hereunder, free and clear of any claims by the Executive of
any kind or character whatsoever (other than Executive's right to
compensation and benefits hereunder).
10.4 Survival
The provisions of this Section 10 shall survive any termination or
expiration of Executive's employment under this Agreement, irrespective
of the reason therefore.
10.5 Enforceability; Remedies
The parties hereto agree that a breach by Executive of any of the
provisions of Section 10. hereof will cause the Company great and
irreparable injury and damage. By reason of this, Executive
acknowledges that, in the event of a breach by Executive of any of the
provisions of Section 10 hereof, the Company shall be entitled, in
addition and as a supplement to any other rights or remedies it may
have at law, to the remedies of injunction, specific performance and
other equitable relief. This section 10 shall not, however, be
construed as a waiver of any of the rights which the Company may have
for damages or otherwise.
11. MISCELLANEOUS PROVISIONS
11.1 Severability
Executive acknowledges and agrees that (i) Executive has had an
opportunity to seek advice of counsel in connection with this agreement
and (ii) the Restrictive Covenants are reasonable in temporal and
geographic scope and in all other respects. If in any jurisdiction any
term or provision hereof is determined to be invalid or unenforceable,
(a) the remaining terms and provisions hereof shall be unimpaired, (b)
any such invalidity or unenforceability in any jurisdiction shall not
invalidate or
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render unenforceable such provision in any other jurisdiction, and the
remaining provisions hereof shall be given full force and effect
without regard to the invalid portions. The Employer and the Executive
intend to and hereby confer jurisdiction to endorse the Restrictive
Covenants upon the Courts of any jurisdiction within the geographical
scope of the covenants.
11.2 Execution in Counterparts
This Agreement may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which shall
be deemed to be an original but all of which taken together shall
constitute one and the same agreement (and all signatures need not
appear on any one counterpart), and this Agreement shall become
effective when one or more counterparts has been signed by each of the
parties hereto and delivered to each of the other parties hereto.
11.3 Notices
Any notice or other communication in connection with this Agreement
shall be deemed to be delivered if in writing (or in the form of a fax)
addressed as provided below and if either (a) actually delivered at
said address, or (b) in the case of a letter, three business days shall
have elapsed after the same shall have been deposited in the US mail,
postage prepaid and registered or certified, and (c) in the case of
fax, one business day shall have elapsed after dispatch.
If to the Company, to it at the following address:
Sage Life Assurance of America, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
FAX (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Chief Executive Officer
with a copy to:
Sage Life Assurance of America, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
FAX (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Secretary
Sage Group Limited, S.A.
▇.▇. ▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
FAX ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Chairman, Sage Life Assurance of America,
Inc.
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or at such other address as the Company shall have specified by written
notice actually received by the addresser.
If to Executive, to Executive at the address provided in the preamble
with a copy to Executive at The Classic, Apt. 11E, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other address as Executive shall
have specified by written notice actually received by the addresser.
11.4 Entire Agreement and Subsequent Amendments
This Agreement constitutes the entire agreement between the Company and
Executive relating to Executive's employment and supersedes all prior
agreements and understandings of the parties hereto, whether oral or
written with respect to the subject matter herein. However, the
consulting agreement relating to services by the Employee to SIGI as
same may have been amended, is not superseded hereby but expressly
continues to apply up to the date hereof and, only upon this Agreement
becoming effective, any such consulting agreement shall hereby be
terminated by the mutual agreement of the parties thereto.
This Agreement may be amended or altered only by the written agreement
of the Company and Executive.
11.5 Applicable Law
This Agreement shall be governed by and construed in accordance with
the laws of the State of Connecticut without regard to principles of
conflict of law.
11.6 Headings
The descriptive headings of the several sections of this Agreement are
inserted for the sole purpose of convenience of reference, and do not
constitute part of this Agreement or in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this
Agreement.
11.7 Binding Effect; Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of:
(a) the Company and its successors and assigns; and
(b) Executive and to the benefit of Executive's heirs, executors,
administrators and legal representatives. Executive's duties
and obligations hereunder are personal and shall not be
assignable or delegable in any manner whatsoever.
The Company may assign the obligations under this Agreement (subject to
a right of recourse by Executive to the Company in the event of any
default under the obligations to Executive hereunder), to an affiliate
or to any intermediate parent of the Company.
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11.8 Waiver
The failure of either of the parties hereto at any time, to enforce any
of the provisions of this agreement shall not be deemed or construed to
be a waiver of any such provision, nor to in any way affect the
validity of this agreement or any provision hereof or the right of
either of the parties hereto, to thereafter enforce each and every
provision of this Agreement. No waiver of any breach of any of the
provisions of this Agreement shall be effective unless set forth in a
written instrument executed by the party against whom or which
enforcement of such waiver is sought, and no waiver of any such breach
shall be construed or deemed to be a waiver of any other or subsequent
breach.
11.9 Warranty and Capacity to Contract
The Company and Executive hereby represent and warrant to the other
that:
(a) they have full power and authority to execute this Agreement, and
to perform their respective obligations hereunder;
(b) such execution, delivery and performance will not (and with the
giving of notice or lapse of time or both would not) result in any
breach of any agreements or other obligations to which Executive or the
Company is otherwise bound; and
(c) this Agreement is a valid binding obligation on Executive and the
Company.
11.10 Arbitration
Except to the extent necessary for Executive or the Company to enforce
rights under Section 8 above or for the Company to enforce its rights
under Section 10 above, any case or controversy arising among the
parties hereto under this Agreement, or the subject matter hereof,
shall be settled by binding arbitration in Stamford, Connecticut under
the then prevailing rules of the American Arbitration Association. The
decision of the arbitrators shall be final and binding and the party
against whom the award is rendered ("the non-prevailing party") shall
be specifically instructed in any such award to pay all reasonable
attorney's fees, disbursements of the prevailing party's legal counsel,
arbitration costs, expenses and filing fees incurred by the prevailing
party in the arbitration proceeding. The American Arbitration
Association shall appoint three (3) arbitrators to preside at the said
arbitration proceeding and the arbitrators will determine in their
decision and award, which is the prevailing party, which is the
non-prevailing party, the amount of the fees and expenses of the
prevailing party and the amount of the arbitration expenses. The
arbitrators will render their award, upon the concurrence of at least
two (2) of their number, no later than thirty (30) days after the
conclusion of the arbitration proceedings. Judgment may be entered on
the award of the arbitrators and may be enforced in any court of
competent jurisdiction.
11.11 Remedies
All remedies hereunder are cumulative, are in addition to any other
remedies provided by law and may be exercised concurrently or
separately, and the exercise of any one remedy shall not be deemed to
be an election of such remedy exclusively or
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to preclude the exercise of any other remedy. No failure or delay in
exercising any right or remedy shall operate as a waiver thereof or
modify the terms of this Agreement.
11.12 Survival
Anything contained in this Agreement to the contrary notwithstanding,
the provisions of Section 8, Section 9, and Section 10 and the other
provisions of this Section 11 (to the extent necessary to effectuate
the survival of Section 11) shall survive termination of this Agreement
and any termination of Executive's contract hereunder.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto as of the date first written above.
Executive: SAGE LIFE ASSURANCE OF AMERICA,
INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------- --------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and CEO
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EXHIBIT A - POSITION DESCRIPTION
TITLES: Chief Financial Officer, Sage Life Assurance of America, Inc.
Chief Financial Officer, Sage Insurance Group, Inc.
REPORTING LINES: CEO, Sage Life Assurance of America, Inc.
CEO, Sage Insurance Group, Inc.
RESPONSIBILITIES AND DUTIES WITH REGARD TO COMPANIES MANAGED BY EXECUTIVE
Responsible for leading and managing the financial function of the above listed
companies and their subsidiaries (the "Sage US Group"), and acting as an advisor
to executive management on financial matters impacting the Sage US Group.
Executive will be responsible for managing the day-to-day financial operations
including planning and budgeting, external and internal financial reporting,
regulatory reporting, treasury and cash management, investment management and
tax aspects of the businesses of the Sage US Group.
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EXHIBIT B - BENEFITS
SAGE INSURANCE GROUP, INC. [SAGE LETTERHEAD]
OFFICER LEVEL
MAJOR MEDICAL provided by Anthem Blue Cross/Blue Shield. Effective 1st of the
month after date of hire. Company pays 75% - employee pays 25%.
DENTAL provided by The Guardian. Effective 1st of the month after date of hire.
Company pays 75% - employee pays 25%.
VISION PLAN provided by Employers Vision Trust. Effective 1st of month after 30
days of employment. Small co-pay on annual eye exams - discounts on lenses,
including contact lenses, discounts on laser surgery - 100% paid by Company.
GROUP TERM LIFE provided by The Guardian. Effective 1st of month after date of
hire - 3x annual compensation to $750,000 - guaranteed issue of first $400,000,
simplified issue of remaining $350,000 - 100% paid by Company.
EXCESS LIFE TO COVER OVER $750,000 - Personal policy paid for by Company (using
standard rates) through Northwestern Mutual Life. Employee is owner.
ACCIDENTAL DEATH AND DISMEMBERMENT provided by The Guardian. Effective 1st of
month after date of hire - 3x annual guaranteed compensation to plan maximum of
$1,000,000 - 100% paid by company.
RETIREMENT PLAN - 10.5% company contribution of base annual salary to IRS cap of
considered compensation ($200,000) (Principal - 17 Investment Options). 10.5%
company contribution on base annual salary in excess IRS compensation cap - paid
into deferred compensation plan (Rabbi trust), investments self directed through
deferred compensation Schwab account. 1 year waiting period - 3 yr. Cliff
vesting.
401(k) SAVINGS - can defer 15% of compensation up to IRS cap of $11,000. -
Employee contributions only (no company match). Immediately eligible upon hire -
(Principal - 17 Investment Options).
SHORT TERM DISABILITY - 90 day salary continuance - paid for by the Company.
LONG TERM DISABILITY provided by The Guardian - 90-day elimination period -
66.67% of monthly compensation to maximum benefit of $12,000 per month - paid
for by the Company
EXCESS LONG TERM DISABILITY - Personal policy to fulfill 66.67% salary which
exceeds $12,000. per month. (Northwestern Mutual Life).
PAID TIME OFF - VP and above receive 27 days per year (2.25 days monthly
accrual) - carry forwards allowed for extended leave or cash out. Must take
minimum of 2 weeks per year.
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HOLIDAYS - 9 paid holidays per annum, following Holiday Schedule of the NYSE.
DISCRETIONARY SHORT TERM INCENTIVE BONUS - At the discretion of the Board of
Directors, Short Term Incentive Bonus payments may be made based on overall
achievement of the company, personal performance and the attainment of personal
goals and objectives.
NYSC MEMBERSHIP - Interested CT employees may participate in annual membership
at New York Sports Club (fitness center) - reduced rate of $50 per month.
PARKING CARD or METRO NORTH TRANSIT DISCOUNT COUPON: Employee's choice, value is
$65. per month.
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