Exhibit 10.1
CONSULTING SERVICES AGREEMENT
CONSULTING SERVICES AGREEMENT, made and entered into as of the 28th day of
May, 2003 by and among PXRE GROUP LTD., a Bermuda company (together with its
successors and assigns permitted under this Consulting Services Agreement, the
"Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Consultant").
W I T N E S S E T H:
WHEREAS, the Consultant currently is the Chairman of the Board of
Directors (the "Board"), the Chief Executive Officer and an employee of the
Company; and
WHEREAS, the Company and the Consultant desire to have the Consultant
cease to serve as the Chief Executive Officer and an employee of the Company,
continue to serve as the non-executive Chairman of the Board, commence service
as a consultant to the Company and, in such capacity, serve as the Chairman of
the Underwriting Committees of the Company's operating subsidiaries; and
WHEREAS, the Company desires to enter into a consulting services
agreement to set forth the terms of such services (this "Agreement"); and
WHEREAS, the Consultant desires to enter into this Agreement and to
perform such services, subject to the terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Consultant (individually a
"Party" and together the "Parties") agree as follows:
1. CONSULTING SERVICES AND DUTIES
1.1. General. The Company hereby accepts the resignation and
retirement of the Consultant as Chief Executive Officer and an employee of the
Company and hereby agrees to retain the services of the Consultant as a
consultant, and the Consultant hereby agrees to serve the Company as a
consultant and, in such capacity and for so long as requested or directed by
the Company's Board of Directors, as non-executive Chairman of the Board and
Chairman of each of the Underwriting Committees of the Company's operating
subsidiaries, commencing as of June 30, 2003 (the "Effective Date") upon the
terms and subject to the conditions herein contained. The Consultant agrees to
serve the Company faithfully and to the best of his ability under the
direction of the Board, and to perform such services as are reasonably
requested, such services to include, but not be limited to, the following: (i)
Acting as Chairman of the Underwriting Committees of the Company's reinsurance
subsidiaries; (ii) Active involvement in
the design and maintenance of the Company's underwriting and risk selection
processes and procedures; (iii) Attendance in Bermuda at a substantial portion
of all subsidiary underwriting committee meetings during the peak January 1,
April 1 and July 1 renewal periods; and (iv) Advising senior management on
strategic policy matters.
Except as may otherwise be approved in advance by the Board, and
except during reasonable periods of absence due to sickness, personal injury
or other disability, the Consultant shall devote such amount of his working
time throughout his period of consulting services with the Company as may
reasonably be required of him under this Agreement. The Consultant shall use
his best efforts, judgment and energy to improve and advance the business,
reputation and interests of the Company in a manner consistent with the duties
of his positions.
1.2. Term of Consulting Services. The Consultant's services under
this Agreement shall commence as of the Effective Date and shall terminate on
the earlier of June 30, 2005 and the date of termination of the Consultant's
consulting services pursuant to Section 4 or 5 hereof. The period commencing
on the Effective Date and terminating 24 months thereafter is referred to as
the "24 Month Term", and the period commencing on the Effective Date and
terminating as contemplated by the immediately preceding sentence is
hereinafter referred to as the "Consulting Services Term".
1.3. Chairmanship of the Board. During the Consulting Services Term,
the Company shall cause the Consultant to continue to be nominated for
membership on, and the Chairmanship of, the Board, and shall use its best
efforts to ensure that the Consultant continues to be elected to such
position; provided, however, the Consultant shall serve as non-executive
Chairman of the Board at the pleasure of and in the discretion of the Board.
The Consultant hereby agrees that at such time as the Consultant, for whatever
reason, ceases to provide consulting services hereunder, the Consultant shall
be deemed immediately to have tendered his resignation as non-executive
Chairman of the Board, and the Board to have accepted such resignation;
provided, however, such resignation shall not affect the obligation of the
Company to pay to the Consultant the full amount that would be owed to the
Consultant under the provisions of Section 2 of this Agreement.
2. COMPENSATION
2.1. Chairmanship Fee. From the Effective Date through the end of
the 24 Month Term, the Consultant shall be entitled to receive a fee for his
services as Chairman of the Board ("Chairmanship Fee") at a rate of US$50,000
per annum, payable in accordance with the Company's Board payment practices.
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2.2. Initial and Base Consulting Fees. On the Effective Date the
Consultant shall be entitled to receive, and the Company shall pay to the
Consultant, an initial consulting fee of $260,000. From the Effective Date
through the end of the Consulting Services Term, the Consultant shall be
entitled to receive, and the Company shall pay to the Consultant, a base
consulting fee for his services as a consultant ("Base Consulting Fee") at a
rate of US$200,000 per annum, payable in each calendar year in 12 equal
monthly installments commencing July 1, 2003.
2.3. Annual Incentive Bonus Plan. Pursuant to, and subject to the
terms of, the Company's Restated Employee Annual Incentive Bonus Plan (the
"Bonus Plan"), the Consultant will be entitled to receive 6/12ths of the Cash
and Restricted Share Bonuses (as defined and calculated under the Bonus Plan)
payable to the Chief Executive Officer under the Bonus Plan with respect to
the 2003 fiscal year, provided that, as a result of the Consultant's
retirement, the Restricted Share Bonus, if any, shall be payable in cash
rather than Restricted Shares (the "Plan Bonus"). In accordance with, and
subject to the terms of, the Bonus Plan, any bonuses payable thereunder shall
be paid to the Consultant no later than February 15, 2004. In addition, the
Company (in recognition that the Consultant's retirement at the Effective Date
disqualifies him from continued participation in the Bonus Plan after the
Effective Date) agrees to pay to the Consultant an amount equal to any Plan
Bonus that may be payable to the Consultant pursuant to the first sentence of
this Section 2.3 which additional amount shall also be payable to the
Consultant no later than February 15, 2004.
2.4. Meeting Fees. From the Effective Date through the Termination
Date, the Consultant shall be entitled to receive all applicable fees
(currently $2,000 per day) for attending meetings of the Board and committees
thereof ("Meeting Fees" and, together with the Consultant's Chairmanship Fee,
Initial Consulting Fee and Base Consulting Fee, "Service Fees"), payable in
accordance with the Company's Board compensation practices.
2.5. Equity Grants. Subject to the provisions of Section 4.2, the
Consultant shall receive a grant of 12,500 restricted shares of the Company
Common Shares, which shares shall vest and become transferable on the second
anniversary of the Effective Date; provided, however, in the event of a Change
of Control of the Company (as hereinafter defined), all such restricted shares
shall thereupon immediately vest and be transferable.
2.6. Severance Plan. The Consultant will not be eligible to
participate in the Company's Amended and Restated Severance Plan.
2.7. Purchase of Shares. On the Effective Date, the Consultant shall
tender 50,000 Common Shares of the Company owned by the Consultant to the
Company, and agrees with the Company that all such Common Shares shall be
purchased by the Company from the Consultant at a price per Common Share equal
to the Fair Market Value thereof. The 50,000 Common Shares to be tendered by
the Consultant for purchase by the Company are described in Appendix A hereto.
The "Fair Market Value" per Common Share to be paid by the Company to the
Consultant shall be equal to the closing price of the Company's Common Shares
as quoted on the New York Stock Exchange on the Effective Date. The Consultant
hereby directs and
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agrees that the proceeds of the sale of his Common Shares to the Company as
herein described shall be assigned to the Company's subsidiary, PXRE
Reinsurance Company, to satisfy or offset, as the case may be, various tax
withholding obligations of PXRE Reinsurance Company incurred in connection
with the Consultant's retirement.
3. BENEFITS AND EXPENSE REIMBURSEMENTS
3.1. In General. During the Consulting Services Term, the Consultant
and his dependents shall not be eligible to receive benefits under the
Company's health, medical, life, disability or other similar plans or benefits
which shall be established by the Company from time to time for, or made
available to, its employees.
3.2. Expenses, Etc.. During the Consulting Services Term, the
Consultant is authorized to incur reasonable business expenses in carrying out
his duties and responsibilities under this Agreement, and the Company shall
reimburse him for all such reasonable business expenses reasonably incurred in
connection with carrying out the business of the Company, subject to and in
accordance with the terms and conditions of the policies applicable to senior
executives of the Company regarding such expenses as in effect from time to
time. In addition, the Company shall continue to provide the Consultant with
the non-exclusive use of the "▇▇▇▇▇▇ Estate" house in Bermuda as well as, on a
non-exclusive basis, two cars, one for use on Bermuda, the other for use in
the U.S.; provided, however, in the case of neither the house nor the cars
shall the house or cars, as the case may be, be any more costly to the Company
to maintain than has previously been the case (ordinary cost increases
excepted).
4. TERMINATION OF CONSULTING SERVICES
4.1. Termination Without Cause; Resignation for Good Reason.
4.1.1. General. Subject to the provisions of Sections 4.1.2 and
4.1.3, if the Consultant's consulting services are terminated by the Company
without Cause (as defined in Section 4.3), or if the Consultant terminates his
consulting services hereunder for Good Reason (as defined in Section 4.4), the
Company shall pay the Consultant severance pay in an amount equal to the
balance of all Service Fees which would otherwise be payable to the Consultant
under the terms of the Agreement assuming that the Consulting Services Term
were equal in duration to the 24 Month Term. Such severance pay shall be
payable at such intervals as the same would have been paid had the Consultant
remained in the active service of the Company for the balance of the 24 Month
Term (the "Severance Period"); provided, however, if the Consultant terminates
his consulting services hereunder pursuant to Section 4.4(c), then such
severance pay shall be immediately due and payable by the Company to the
Consultant. The Consultant shall have no further right to receive any other
compensation or benefits after such termination or resignation of consulting
services.
4.1.2. Conditions Applicable to the Severance Period. If,
during the Severance Period, the Consultant breaches his obligations under
Section 6 of this Agreement, the
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Company may terminate the Severance Period and cease to make any further
payments or provide any benefits described in Section 4.1.1.
4.1.3. Death During Severance Period. In the event of the
Consultant's death during the Severance Period, all remaining severance pay
due to the Consultant under Section 4.1.1 shall be payable immediately to the
Consultant's designated beneficiary.
4.1.4. Date of Termination. The date of termination of
consulting services without Cause shall be the date specified in a written
notice of termination to the Consultant. The date of resignation for Good
Reason shall be the date specified in the written notice of resignation from
the Consultant to the Company; provided, however, that no such written notice
shall be effective unless the cure period specified in Section 4.4 has expired
without the Company having corrected the event or events subject to cure;
provided further, each of the Company and the Consultant agrees and confirms
that no cure period shall be applicable to a termination for Good Reason
pursuant to Section 4.4(c). If no date of resignation is specified in the
written notice from the Consultant to the Company, the date of termination
shall be the first day following the expiration of such cure period.
4.2. Termination for Cause; Resignation Without Good Reason.
4.2.1. General. If, prior to the expiration of the Consulting
Services Term, the Consultant's consulting services are terminated by the
Company for Cause, or the Consultant resigns from his consulting services
hereunder other than for Good Reason, the Consultant shall be entitled only to
payment of his Service Fees as then in effect through and including the date
of termination or resignation. The Consultant shall have no further right to
receive any other severance, compensation or benefits after such termination
or resignation of consulting services, except as determined in accordance with
the terms of the employee benefit plans or programs of the Company.
4.2.2. Date of Termination. Subject to the proviso to Section
4.3, the date of termination for Cause shall be the date specified in a
written notice of termination to the Consultant. The date of resignation
without Good Reason shall be the date specified in the written notice of
resignation from the Consultant to the Company, or if no date is specified
therein, 10 business days after receipt by the Company of written notice of
resignation from the Consultant.
4.3. Cause. Termination for "Cause" shall mean termination of the
Consultant's consulting services because of: (a) any willful act or omission
that constitutes a material breach by the Consultant of any of his obligations
under this Agreement; (b) the willful and continued failure or refusal of the
Consultant to substantially perform the material duties required of him as
director of, and consultant to, the Company; (c) any willful material
violation by the Consultant of any law or regulation applicable to the
business of the Company or any of its subsidiaries or affiliates, or the
Consultant's conviction of or plea of guilty or nolo contendere to a felony or
a crime involving moral turpitude, or any willful perpetration by the
Consultant of a common law fraud; or (d) any other willful misconduct by the
Consultant that is injurious to
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the financial condition or business reputation of, or is otherwise materially
injurious to, the Company or any of its subsidiaries or affiliates; provided,
however, that if any such Cause relates to the Consultant's obligations under
this Agreement and is susceptible to cure, the Company shall not terminate the
Consultant's consulting services hereunder unless the Company first gives the
Consultant notice of its intention to terminate and of the grounds for such
termination, and the Consultant has not, within 10 business days following
receipt of the notice, cured such Cause. For purposes of this Section 4.3, an
"affiliate" of a person or other entity shall mean a person or other entity
that directly or indirectly controls, is controlled by, or is under common
control with, the person or entity specified.
4.4. Good Reason. For purposes of this Agreement, "Good Reason"
shall mean any of the following (occurring without the Consultant's prior
consent): (a) a decrease in the Consultant's Service Fees, or a failure by the
Company to pay material compensation due and payable to the Consultant in
connection with his consulting services; (b) the failure of the Company to
nominate the Consultant for membership on, or the Chairmanship of, the Board,
or the failure of the Company to use its best efforts to ensure that the
Consultant continues to be elected to such positions, or (c) a Change of
Control of the Company is effected where, for purposes of this Agreement, the
term "Change of Control" shall have the meaning provided to such term in
Section 4.2(c) of the Company's 2002 Officer Incentive Plan, which definition
is incorporated herein by reference.
4.5. General Release by Consultant. Notwithstanding any provision of
this Agreement to the contrary, the Consultant acknowledges and agrees that
the obligation of the Company to pay any compensation and benefits under this
Section 4 is expressly conditioned upon the Consultant's timely execution of
and agreement to be bound by a general release of any and all claims (other
than claims for compensation and benefits payable under this Section 4)
arising out of or relating to the Consultant's consulting services and
termination of consulting services. Such general release shall be made in a
form reasonably satisfactory to the Company and shall run to the Company, its
affiliates, and their respective officers, directors, employees, agents,
successors and assigns.
5. DEATH OR DISABILITY
In the event of termination of the Consultant's consulting services
by reason of death or Permanent Disability (as hereinafter defined), the
Consultant (or his estate, as applicable) shall be entitled to Service Fees
and benefits determined under Sections 2 and 3 through the date of termination
which, in the event of the Consultant's death, shall become immediately due
and payable in full to the Consultant's Estate. Other benefits shall be
determined in accordance with the benefit plans maintained by the Company, and
the Company shall have no further obligation hereunder. For purposes of this
Agreement, "Permanent Disability" means a physical or mental disability or
infirmity of the Consultant that prevents the normal performance of
substantially all his duties as a director of, or consultant to, the Company,
which disability or infirmity shall exist, or in the option of an independent
physician is reasonably likely to exist, for any continuous period of 180
days.
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6. CONFIDENTIALITY
6.1. Confidentiality. The Consultant agrees that during the
Consulting Services Term and thereafter he will not, except in the performance
of his obligations to the Company hereunder or as may otherwise be approved in
advance by the Board, directly or indirectly, disclose or use (except for the
direct benefit of the Company) any confidential information that he may learn
or has leaned by reason of his association with the Company, any client or any
of their respective subsidiaries and affiliates. The term "confidential
information" includes all data, analyses, reports, interpretations, forecasts,
documents and information concerning or otherwise reflecting information and
concerning the Company and its affairs, including, without limitation, with
respect to clients, products, policies, procedures, methodologies, trade
secrets and other intellectual property, systems, personnel, confidential
reports, technical information, financial information, business transactions,
business plans, prospects or opportunities, but shall exclude any portion of
such information that (a) was acquired by the Consultant prior to his
consulting services by, or other association with, the Company, (b) is or
becomes generally available to the public or is generally known in the
industry or industries in which the Company operates, in each case other than
as a result of disclosure by the Consultant in violation of this Section 6.1
or (c) the Consultant is required to disclose under any applicable laws,
regulations or directives of any government agency, tribunal or authority
having jurisdiction in the matter or under subpoena or other process of law.
6.2. Exclusive Property. The Consultant confirms that all
confidential information with respect to the Company is and shall remain the
exclusive property of the Company. All business records, papers and documents
kept or made by the Consultant relating to the business of the Company shall
be and remain the property of the Company, except for such papers customarily
deemed to be the personal copies of the Consultant.
6.3. Injunctive Relief. Without intending to limit the remedies
available to the Company, the Consultant acknowledges that a breach of any of
the covenants contained in this Section 6 may result in material and
irreparable injury to the Company and its affiliates and subsidiaries for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of such a
breach or threat thereof, the Company shall be entitled to seek a temporary
restraining order or a preliminary or permanent injunction restraining the
Consultant from engaging in activities prohibited by this Section 6 or such
other relief as may be required specifically to enforce any of the covenants
in this Section 6. If for any reason it is held that the restrictions under
this Section 6 are not reasonable or that consideration therefor is
inadequate, such restrictions shall be interpreted or modified to include as
much of the duration and scope identified in this Section 6 as will render
such restrictions valid and enforceable.
7. PROHIBITED ACTIVITY
7.1. The Consultant covenants and agrees that during the Consulting
Services Term he shall not at any time, without the prior written consent of
the Company, directly or indirectly, whether for his own account or as a
shareholder (other than as permitted by Section
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7.3 below), partner, joint venturer, employee, consultant, lender, advisor,
and/or agent, of any person, firm, corporation, or other entity:
7.1.1. engage in activities or businesses that are
substantially in competition with the Company or any of its affiliates (in
each case for the purposes of this Section 7, the term "Company" shall be
deemed to include any successor entity to the Company) ("Competitive
Activities"), including (A) the provision of reinsurance products and
services, including without limitation property catastrophe reinsurance and
retrocessional coverage, except that if any activities or businesses were not
engaged in by the Company during the period of time that the Consultant was
employed by the Company and are not engaged in by the Company at the time the
Consultant's consulting services to the Company are terminated (collectively
"Permitted Activities"), the Consultant may engage in any Permitted Activities
notwithstanding anything contained in this Agreement, (B) soliciting any
customer or prospective customer of the Company or any of its affiliates to
purchase any products or services of the type provided by the Company or any
of such affiliates, as applicable, from anyone other than the Company or any
of such affiliates, as applicable, and (C) assisting any person or entity in
any way to do, or attempt to do, anything prohibited by clause (A) or (B)
above;
7.1.2. perform any action, activity or course of conduct that
is substantially detrimental to the business of the Company or any of its
affiliates (other than engaging in Permitted Activities) or business
reputation of the Company or any of its affiliates; or
7.1.3. establish any new business that engages in Competitive
Activities.
7.2. The Consultant also covenants and agrees that during the
Consulting Services Term he shall not at any time, without the prior written
consent of the Company, directly or indirectly, whether for his own account or
as a shareholder (other than as permitted by Section 7.3 below), partner,
joint venturer, employee, consultant, lender, advisor, and/or agent, of any
person, firm, corporation, or other entity, solicit, recruit or hire any
persons who are then (or who were during the immediately preceding three
months) employees of the Company or any of its affiliates, or solicit or
encourage any employee of the Company or any of its affiliates to leave the
employment of the Company or any of such affiliates, as applicable.
7.3. Notwithstanding anything to the contrary contained in this
Section 7, the Company hereby agrees that the foregoing covenant shall not be
deemed breached by the Consultant as a result of the ownership by such
Consultant of less than an aggregate of 3% of any class of securities of an
entity engaged, directly or indirectly, in Competitive Activities; provided
that such securities are listed on a national securities exchange or are
quoted on the NASDAQ National Market System.
7.4. The Consultant declares that the foregoing limitations are
reasonable and properly required for the adequate protection of the business
and the goodwill of the Company. In the event any such time limitation is
deemed to be unreasonable by any court of competent
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jurisdiction, the Consultant agrees to the reduction of such time limitation
to such period which such court shall deem reasonable.
7.5. Injunctive Relief. Without intending to limit the remedies
available to the Company, the Consultant acknowledges that a breach of any of
the covenants contained in this Section 7 may result in material and
irreparable injury to the Company and its affiliates and subsidiaries for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of such a
breach or threat thereof, the Company shall be entitled to seek a temporary
restraining order or a preliminary or permanent injunction restraining the
Consultant from engaging in activities prohibited by this Section 7 or such
other relief as may be required specifically to enforce any of the covenants
in this Section 7. If for any reason it is held that the restrictions under
this Section 7 are not reasonable or that consideration therefor is
inadequate, such restrictions shall be interpreted or modified to include as
much of the duration and scope identified in this Section 7 as will render
such restrictions valid and enforceable.
8. MITIGATION
Consultant shall not be required to mitigate the amount of any
payment provided for pursuant to this Agreement by seeking other consulting
services or employment, and shall not be required to mitigate the amount of
any such payment if he does obtain other consulting services or employment.
9. REPRESENTATION
The Company represents and warrants that it is fully authorized and
empowered to enter into this Agreement and that the performance of its
obligations under this Agreement will not violate any agreement between it and
any other person, firm or organization. The Consultant represents and warrants
that no agreement exists between him and any other person, firm or
organization that would be violated by the performance of his obligations
under this Agreement.
10. SEVERABILITY
Each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of
this Agreement is held to be prohibited by or invalid under applicable law,
such provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
11. ASSIGNABILITY
The Company's rights and obligations under this Agreement shall not
be assignable by the Company except as incident to a reorganization, merger or
consolidation, or transfer of all or substantially all the Company's business
and properties (or portion thereof in
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which the Consultant is employed). The Company, subject to the rights of the
Consultant under the provisions of Section 4.4, shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all the business of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had
taken place. Neither this Agreement nor any rights hereunder shall be
assignable or otherwise subject to hypothecation by the Consultant.
12. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement
between the Parties concerning the subject matter hereof and, subject to the
occurrence of the Effective Date, supersedes all prior agreements,
understandings, discussions, negotiations and undertakings, whether written or
oral, between the Parties with respect thereto.
13. WITHHOLDING
The payment of any amount pursuant to this Agreement shall be
subject to applicable withholding and taxes, and such other deductions as may
be required under the Company's employee benefit plans, if any.
14. GOVERNING LAW/JURISDICTION
This Agreement shall be governed by, and construed in accordance
with, the laws of Bermuda without regard to any conflict of law rules that
might apply the laws of any other jurisdiction.
15. AMENDMENT OR WAIVER
No provision in this Agreement may be amended unless such amendment
is agreed to in writing and signed by the Consultant and an officer of the
Company specifically authorized to execute such amendment by the Board. No
waiver by any Party of any breach by another Party of any condition or
provision contained in this Agreement to be performed by such other Party
shall be deemed a waiver of a similar or dissimilar condition or provision at
the same or any prior or subsequent time. Any waiver must be in writing and
signed by the Consultant and an officer of the Company specifically authorized
to execute such waiver by the Board.
16. SURVIVORSHIP
The respective rights and obligations of the Parties hereunder shall
survive any termination of the Consultant's consulting services to the extent
necessary to the intended preservation of such rights and obligations.
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17. BENEFICIARIES/REFERENCES
The Consultant shall be entitled, to the extent permitted under any
applicable law and under the terms of any applicable plan or program, to
select and change a beneficiary or beneficiaries to receive any compensation
or benefit payable hereunder following the Consultant's death by giving the
Company written notice thereof. In the event of the Consultant's death or a
judicial determination of his incompetence, reference in this Agreement to the
Consultant shall be deemed, where appropriate, to refer to his beneficiary,
estate or other legal representative.
18. NOTICES
All notices or communications hereunder shall be in writing,
addressed as follows:
If to the Company:
PXRE Group Ltd.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attn: Chief Executive Officer
If to the Consultant:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
c/o PXRE Group Ltd.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
All such notices shall be conclusively deemed to be received and
shall be effective, (a) if sent by hand delivery or courier service, upon
receipt, (b) if sent by telecopy or facsimile transmission, upon confirmation
of receipt by the sender of such transmission or (c) if sent by registered or
certified mail, on the fifth day after the day on which such notice is mailed.
19. HEADINGS
The headings of the sections contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.
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20. COUNTERPARTS
This Agreement may be executed in two or more counterparts.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first written above.
PXRE GROUP LTD.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
THE CONSULTANT
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Appendix A
LOT NUMBER OF
---- ---------
SHARES
------
Certificate PR1880 10,000
Certificate PR1881 10,000
Certificate PR1882 10,000
1/6/1997 2,958
7/7/1997 346
10/7/1997 23
1/2/1998 3,266
1/5/1998 25
2/13/1998 510
4/6/1998 23
7/6/1998 28
10/7/1998 28
1/6/1999 33
1/22/1999 3,157
2/12/1999 1,246
2/13/1999 489
3/5/2001 1,163
3/5/2001 4,095
3/5/2001 1,418
3/18/2001 456
2/8/2002 736
TOTAL 50,000