EXHIBIT 10.25
EXECUTION COPY
FORM OF EMPLOYEE BENEFITS AND COMPENSATION
MATTERS AGREEMENT
AGREEMENT, dated as of November 1, 2002 (the "Agreement"), by and
between The St. ▇▇▇▇ Companies, Inc. ("St. ▇▇▇▇"), a Minnesota corporation, and
Platinum Underwriters Reinsurance, Inc. ("Platinum US").
WHEREAS, St. ▇▇▇▇ intends, contingent upon the closing of an initial
public offering (the "Public Offering") of the Company's common shares, par
value $0.01 per share and the transactions contemplated in the Formation and
Separation Agreement between St. ▇▇▇▇ and Company (the "Formation Agreement"),
to transfer to Company the majority of its St. ▇▇▇▇ Re division's reinsurance
business; and
WHEREAS, St. ▇▇▇▇ and Platinum US wish to provide for the allocation
of assets and liabilities and certain other matters with respect to employee
benefit plans, executive compensation plans and certain other employee plans and
arrangements in connection with the Public Offering.
NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined in this Agreement, capitalized terms shall
have the meaning as defined in the Formation Agreement. As used in this
Agreement, the following terms shall have the following meanings:
1.1 "Affiliate" of any person or entity means any corporation,
partnership, proprietorship or business entity which, directly or indirectly,
owns or controls, is under common ownership or control with, or is owned or
controlled by, such person or entity.
1.2 "Business Employee" means each employee of St. ▇▇▇▇ Re, Inc. and any
other employee or independent contractor of St. ▇▇▇▇ or its Affiliates who is
dedicated to the conduct of the Business, but excluding any employees or
independent contractors based in the United Kingdom.
1.3 "Closing" shall be as defined in the Formation Agreement.
1.4 "Closing Date" shall be as defined in the Formation Agreement.
1.5 "Code" means the Internal Revenue Code of 1986, as amended.
1.6 "Company" means Platinum Underwriters Holdings, Ltd.
1.7 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
1.8 "Existing Retention Obligations" means those retention obligations of
St. ▇▇▇▇ that have arisen from letter agreements between St. ▇▇▇▇ Companies,
Inc. and Platinum US Transfer Employees listed on Schedule 1.8.
1.9 "Prorated Retention Obligations" means those retention obligations of
St. ▇▇▇▇ and Platinum US that have arisen from letter agreements between
Platinum US and Platinum US Transfer Employees listed on Schedule 1.9 and that
shall be prorated between St. ▇▇▇▇ and Platinum US in accordance with Section
6.7(b).
1.10 "Public Offering Date" means the date of the closing of the Public
Offering.
1.11 "St. ▇▇▇▇ ▇▇▇▇ Balance Plan" means the portion of the St. ▇▇▇▇
Pension Plan that provides for benefit accrual based on the cash balance
formula.
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1.12 "St. ▇▇▇▇ Employee" means each employee of St. ▇▇▇▇ or any of its
Affiliates, including but not limited to the Business Employees.
1.13 "St. ▇▇▇▇ Enhanced Severance Program" means the St. ▇▇▇▇ Companies,
Inc. Enhanced Severance Program.
1.14 "St. ▇▇▇▇ Executive Retirement Plan" means the portion of the St.
▇▇▇▇ SERP that provides benefits which would have been provided under the St.
▇▇▇▇ Pension Plan if not for limitations imposed by the Code.
1.15 "St. ▇▇▇▇ Executive Savings Plan" means the portion of the St. ▇▇▇▇
SERP that provides benefits which would have been provided under the St. ▇▇▇▇
401(k) Plan and the St. ▇▇▇▇ ▇▇▇▇▇ Ownership Plan if not for limitations imposed
by the Code.
1.16 "St. ▇▇▇▇ 401(k) Plan" means the St. ▇▇▇▇ Companies, Inc. Savings
Plus Plan.
1.17 "St. ▇▇▇▇ Global Stock Option Plan" means the St. ▇▇▇▇ Companies Inc.
Global Stock Option Plan.
1.18 "St. ▇▇▇▇ Pension Plan" means the St. ▇▇▇▇ Companies, Inc. Employees'
Retirement Plan.
1.19 "St. ▇▇▇▇ Restricted Shares" means restricted stock granted under the
St. ▇▇▇▇ ▇▇▇▇▇ Incentive Plan.
1.20 "St. ▇▇▇▇ Retiree Health Plan" means the St. ▇▇▇▇ Companies, Inc.
Retiree Health Plan.
1.21 "St. ▇▇▇▇ SERP" means the St. ▇▇▇▇ Companies, Inc. Benefit
Equalization Plan, as amended.
1.22 "St. ▇▇▇▇ ▇▇▇▇▇ Incentive Plan" means the St. ▇▇▇▇ Companies, Inc.,
Amended and Restated 1994 Stock Incentive Plan.
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1.23 "St. ▇▇▇▇ ▇▇▇▇▇ Ownership Plan" means the St. ▇▇▇▇ Companies, Inc.
Stock Ownership Plan.
1.24 "St. ▇▇▇▇ Traditional Plan" means the means the portion of the St.
▇▇▇▇ Pension Plan that provides for benefit accrual based on the original
defined benefit formula provided under the St. ▇▇▇▇ Pension Plan.
1.25 "St. ▇▇▇▇ ▇▇▇▇▇ Options" means stock options granted under the St.
▇▇▇▇ ▇▇▇▇▇ Incentive Plan and the St. ▇▇▇▇ Global Stock Option Plan.
1.26 "Transfer Date" shall be defined in Article II hereof.
1.27 "Platinum US 401(k) Plan" shall have the meaning set forth in Section
3.1 hereof.
1.28 "Platinum US Transfer Employee" means each Business Employee who
becomes an employee of Platinum US in accordance with Article II hereof.
ARTICLE II
EMPLOYMENT
St. ▇▇▇▇ and Platinum US shall use their reasonable best efforts so that,
effective on the day immediately following the Closing Date (the "Transfer
Date"), the Business Employees listed on Schedule 2 become employees of Platinum
US.
ARTICLE III
RETIREMENT PLANS
3.1 Platinum US 401(k) Plan.
(a) In General. As soon as practicable on or after the Transfer
Date, Platinum US shall establish a defined contribution plan that includes a
qualified cash or deferred arrangement within the meaning of Section 401(k) of
the Code (the "Platinum US 401(k) Plan") for the benefit of the Platinum US
Transfer Employees and shall take, or cause to be taken, all
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necessary and appropriate action to allow each eligible Platinum US Transfer
Employee to participate in the Platinum US 401(k) Plan.
(b) Service Credit. The employment of each Platinum US Transfer
Employee with St. ▇▇▇▇ or any of its Affiliates shall be treated as employment
with Platinum US for purposes of eligibility and vesting under the Platinum US
401(k) Plan to the extent such employees were credited with such employment
under the St. ▇▇▇▇ 401(k) Plan.
(c) Rollover. Provided that the parties are reasonably satisfied,
consistent with the regulations under Section 401(a)(31) of the Code, that the
other party's applicable plan meets the requirements for qualification under
Section 401(a) of the Code, Platinum US shall cause the Platinum US 401(k) Plan
to accept the rollover of "eligible rollover distributions" (as defined in
Section 401(a)(31) of the Code) (including outstanding Platinum US Transfer
Employee loans, but excluding distributions of St. ▇▇▇▇ common stock) from the
St. ▇▇▇▇ 401(k) Plan and the St. ▇▇▇▇ ▇▇▇▇▇ Ownership Plan with respect to
Platinum US Transfer Employees in accordance with Platinum US's rollover
procedures. St. ▇▇▇▇ shall have no liability with respect to the St. ▇▇▇▇ 401(k)
Plan or the St. ▇▇▇▇ ▇▇▇▇▇ Ownership Plan account balances of Platinum US
Transfer Employees that are rolled over to the Platinum US 401(k) Plan, other
than any liabilities that arise out of any act or omission of St. ▇▇▇▇ or any of
its Affiliates prior to the rollover.
3.2 St. ▇▇▇▇ 401(k) Plan.
(a) In General. St. ▇▇▇▇ has previously established the St. ▇▇▇▇
401(k) Plan and the St. ▇▇▇▇ ▇▇▇▇▇ Ownership Plan for the benefit of the St.
▇▇▇▇ Employees.
(b) Matching Contributions. St. ▇▇▇▇ shall contribute or credit (as
applicable) to the St. ▇▇▇▇ 401(k) Plan, the St. ▇▇▇▇ Executive Savings Plan and
St. ▇▇▇▇ ▇▇▇▇▇
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Ownership Plan, for the account of each Platinum US Transfer Employee who is a
participant in the St. ▇▇▇▇ 401(k) Plan, the St. ▇▇▇▇ Executive Savings Plan or
the St. ▇▇▇▇ ▇▇▇▇▇ Ownership Plan immediately prior to the Transfer Date,
employer matching contributions or credits (as applicable) under the St. ▇▇▇▇
401(k) Plan, the St. ▇▇▇▇ Executive Savings Plan and the St. ▇▇▇▇ ▇▇▇▇▇
Ownership Plan through the Transfer Date based on such Platinum US Transfer
Employee's contribution through the Transfer Date. St. ▇▇▇▇ shall make such
employer matching contributions and credits at the same time it makes such
contributions and credits under the terms of the applicable plan or such earlier
date as determined by St. ▇▇▇▇. St. ▇▇▇▇ agrees that to the extent the terms of
the St. ▇▇▇▇ 401(k) Plan, the St. ▇▇▇▇ Executive Savings Plan or St. ▇▇▇▇ ▇▇▇▇▇
Ownership Plan require a participant to be employed with St. ▇▇▇▇ on the
applicable matching contribution date, each Platinum US Transfer Employee shall
be deemed to be in the employ of St. ▇▇▇▇ as of such date. The account balances
for matching contributions of all Platinum US Transfer Employees under the St.
▇▇▇▇ 401(k) Plan, the St. ▇▇▇▇ Executive Savings Plan and the St. ▇▇▇▇ ▇▇▇▇▇
Ownership Plan will fully vest upon the Transfer Date.
(c) Performance Shares. Performance Shares held for the account of
each Platinum US Transfer Employee who is a participant in the St. ▇▇▇▇ ▇▇▇▇▇
Ownership Plan immediately prior to the Transfer Date will fully vest upon the
Transfer Date. Platinum US Transfer Employees will not be eligible to receive
Performance Share allocations under the St. ▇▇▇▇ ▇▇▇▇▇ Ownership Plan for 2002.
3.3 St. ▇▇▇▇ Pension Plan.
(a) In General. St. ▇▇▇▇ has previously established the St. ▇▇▇▇
Pension Plan for the benefit of the St. ▇▇▇▇ Employees.
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(b) Platinum US Transfer Employees' Accrued Benefits. Each Platinum
US Transfer Employee who is a participant in the St. ▇▇▇▇ Pension Plan as of the
Transfer Date and who is (i) within two years of satisfying the minimum
retirement eligibility requirements of the St. ▇▇▇▇ Pension Plan (i.e. being 55
years of age and having 10 years of service or being 62 years of age with one
year of service credit) or (ii) is at least 50 years old and has a minimum of 20
years of credited service under the St. ▇▇▇▇ Pension Plan, shall receive
additional age and service credit under the St. ▇▇▇▇ Pension Plan for service
provided to Platinum US and its Affiliates following the Transfer Date as if
such service had been with St. ▇▇▇▇ in an amount equal to only the amount of
additional age and service credit each such Platinum US Transfer Employee needs
to meet the minimum retirement eligibility requirements under the St. ▇▇▇▇
Pension Plan. Provided that the parties are reasonably satisfied, consistent
with the regulations under Section 401(a)(31) of the Code, that the other
party's applicable plan meets the requirements for qualification under Section
401(a) of the Code, Platinum US shall cause the Platinum US 401(k) Plan to
accept the rollover of "eligible rollover distributions" (as defined in Section
401(a)(31) of the Code), including amounts credited for retiree medical under
the St. ▇▇▇▇ ▇▇▇▇ Balance Plan, from the St. ▇▇▇▇ Pension Plan with respect to
Platinum US Transfer Employees in accordance with Platinum US's rollover
procedures.
3.4 St. ▇▇▇▇ Retiree Health Plan. Each Platinum US Transfer Employee
who is (i) within two years of satisfying the minimum eligibility requirements
for retiree health or life insurance benefits in accordance of the terms of the
St. ▇▇▇▇ Retiree Health Plan, or (ii) is at least 50 years old and has a minimum
of 20 years of credited service under the St. Retiree Health Plan shall receive
additional age and service credit under the St. ▇▇▇▇ Retiree Health Plan for
service provided to Platinum US and its Affiliates following the Transfer Date
as if such service had
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been with St. ▇▇▇▇ in an amount equal to only the amount of additional age and
service credit each such Platinum US Transfer Employee needs to meet the minimum
eligibility requirements under the St. ▇▇▇▇ Retiree Health Plan. Upon retirement
from Platinum US and its Affiliates, each such Platinum US Transfer Employee who
is eligible to receive retiree health and life insurance benefits under the St.
▇▇▇▇ Retiree Health Plan shall receive such benefits, if any, in accordance with
the terms of the St. ▇▇▇▇ Retiree Health Plan as in effect for St. ▇▇▇▇
Employees as of the date of such employee's retirement from Platinum US and its
Affiliates. Nothing in this Section 3.4 shall limit the ability of St. ▇▇▇▇ to
amend, suspends or terminate the St. ▇▇▇▇ Retiree Health Plan.
ARTICLE IV
SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS
4.1 St. ▇▇▇▇ SERP.
(a) In General. St. ▇▇▇▇ has previously established the St. ▇▇▇▇
SERP for the benefit of certain employees of St. ▇▇▇▇.
(b) Additional Age and Service Credit. Each Platinum US Transfer
Employee who is a participant in the St. ▇▇▇▇ Executive Retirement Plan as of
the Transfer Date and who is (i) within two years of satisfying the minimum
retirement eligibility requirements of the St. ▇▇▇▇ SERP or (ii) is at least 50
years old and has a minimum of 20 years of credited service under the St. ▇▇▇▇
SERP shall receive additional age and service credit under the St. ▇▇▇▇
Executive Retirement Plan for service provided to Platinum US and its Affiliates
following the Transfer Date as if such service had been with St. ▇▇▇▇ in an
amount equal to only the amount of additional age and service credit each such
Platinum US Transfer Employee needs to meet the minimum retirement eligibility
requirements under the St. ▇▇▇▇ Executive Retirement Plan.
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(c) Platinum US Transfer Employees' Vested Benefits. Each Platinum
US Transfer Employee who is a participant in the St. ▇▇▇▇ SERP as of the
Transfer Date shall receive a payout of such employee's vested St. ▇▇▇▇ SERP
benefit in accordance with the terms of the St. ▇▇▇▇ SERP.
ARTICLE V
ST. ▇▇▇▇ ▇▇▇▇▇ INCENTIVE PLAN AND ST. ▇▇▇▇ GLOBAL STOCK OPTION PLAN
5.1 Transfer of Employment. For purposes of the St. ▇▇▇▇ ▇▇▇▇▇ Incentive
Plan and the St. ▇▇▇▇ Global Stock Option Plan, transfer of a Platinum US
Transfer Employee's employment from St. ▇▇▇▇ to Platinum US shall constitute a
termination of employment without Cause (as such term is defined in the relevant
stock option plan) as of the Transfer Date.
5.2 Stock Options. All St. ▇▇▇▇ ▇▇▇▇▇ Options held by Platinum US Transfer
Employees that are vested as of the Transfer Date will be exercisable in
accordance with their terms and the relevant stock option plan. All St. ▇▇▇▇
▇▇▇▇▇ Options held by Platinum US Transfer Employees that are unvested as of the
Transfer Date will terminate as of such date; and each such Platinum US Transfer
Employee will be entitled to receive, for each unvested St. ▇▇▇▇ ▇▇▇▇▇ Option
that otherwise would have vested during the period from the Transfer Date
through the second anniversary of the Transfer Date, a cash payment on each date
such St. ▇▇▇▇ ▇▇▇▇▇ Option otherwise would have vested equal to (i) the number
of shares subject to such employee's St. ▇▇▇▇ ▇▇▇▇▇ Options that otherwise would
have vested on such vesting date, multiplied by (ii) the value per share of each
such option, determined based on the excess of the closing price of the St. ▇▇▇▇
common stock on the New York Stock Exchange on the Transfer Date, over the
exercise price of the option, provided such Platinum US Transfer Employee is
still employed by Platinum US or one of its Affiliates as of each such vesting
date. The foregoing cash payments
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shall be made by Platinum US, and St. ▇▇▇▇ shall reimburse Platinum US for the
amounts of such payments within thirty (30) days following written notice from
Platinum US.
5.3 Restricted Shares. The restrictions on all St. ▇▇▇▇ Restricted Shares
held by Platinum US Transfer Employees that otherwise would have lapsed during
the period from the Transfer Date through the first anniversary of the Transfer
Date, shall lapse immediately prior to the Transfer Date. Effective as of the
Transfer Date, all St. ▇▇▇▇ Restricted Shares held by Platinum US Transfer
Employees shall terminate as of such date and shall be of no further force and
effect.
ARTICLE VI
OTHER BENEFITS
6.1 Continuation of Coverage. Effective for the period from the Transfer
Date through December 31, 2002 (the "Continuation Coverage Period"), each
Platinum US Transfer Employee and each other employee of Platinum US hired after
the Transfer Date, together with dependents thereof, shall continue to be
covered by St. Paul's employee welfare and fringe benefit plans listed on
Schedule 6.1 (collectively, "Welfare Plans") on the same basis as if their
employment with Platinum US and its Affiliates was continued employment with St.
▇▇▇▇ (including for purposes of co-payments and deductibles). Effective January
1, 2003, each Platinum US Transfer Employee, together with dependents thereof,
shall cease to be covered by the Welfare Plans and shall be eligible to
participate in Platinum US's employee welfare and fringe benefit plans,
including but not limited to plans, programs, policies and arrangements which
provide medical and dental coverage, life and accident insurance and disability
coverage (collectively, " Platinum US Welfare Plans").
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6.2 Cost Allocation of Continuation Coverage. Platinum US shall be
responsible for the costs of providing continuation coverage to eligible
Platinum US Transfer Employees under the Welfare Plans during the Continuation
Coverage Period (including, but not limited to the costs of providing such
benefits and certain administrative costs) solely in accordance with the terms
of a letter agreement (the "Letter Agreement") to be entered into between St.
▇▇▇▇ and Platinum US as soon as practicable following the date on which the
Formation Agreement is entered into.
6.3 Certain Health Plan Provisions. Any pre-existing condition and
actively at work requirements in any of the Platinum US Welfare Plans that are
medical, dental or health plans shall be waived with respect to eligible
Platinum US Transfer Employees, to the extent such conditions and requirements
were not applicable to each such employee immediately prior to January 1, 2003.
6.4 Vacation. Any earned, but not taken, vacation time and other paid time
off with St. ▇▇▇▇ of each Platinum US Transfer Employee shall become the
responsibility of Platinum US effective as of the Transfer Date, and St. ▇▇▇▇
shall cease to have any liability in respect thereof.
6.5 2002 Bonuses. As soon as practicable following the date that the 2002
annual bonuses, if any, are paid by St. ▇▇▇▇ to St. ▇▇▇▇ Employees (or on or no
later than March 31, 2003 if no such bonuses are paid), St. ▇▇▇▇ shall reimburse
Platinum US an amount equal to the bonus of each Platinum US Transfer Employee
set forth on Annex A (attached hereto), which amounts are prorated for the
period from January 1, 2002 (or, if later, the date of the Platinum US Transfer
Employee's commencement of employment) through the Transfer Date, provided such
Platinum US Transfer Employee is employed by Platinum US on the date that 2002
annual bonuses are (or would have been) paid to St. ▇▇▇▇ Employees.
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6.6 Enhanced Severance Program. Prior to the Transfer Date, Platinum US
shall adopt the St. ▇▇▇▇ Enhanced Severance Program and shall keep such plan in
effect for the benefit of all Platinum US Transferred Employees for the period
from the Transfer Date until ninety (90) days following the Transfer Date. St.
▇▇▇▇ will remain liable for the expense of any Platinum US Transferred Employees
terminated by Platinum US during such 90-day period, in accordance with the
terms of the St. ▇▇▇▇ Enhanced Severance Program and based on each such Platinum
US Transferred Employee's accrued service and salary through the Transfer Date.
St. ▇▇▇▇ shall keep in effect for the period from the Transfer Date until 90
days following the Transfer Date the St. ▇▇▇▇ Enhanced Severance Program for all
Business Employees who do not become Platinum US Transfer Employees.
6.7 Retention Obligations.
(a) St. ▇▇▇▇ agrees to honor all Existing Retention Obligations and
to recognize under the Existing Retention Obligations all service provided to
Platinum US and its Affiliates following the Transfer Date.
(b) St. ▇▇▇▇ and Platinum US agree to honor the Prorated Retention
Obligations on a pro rata basis as follows: (i) St. ▇▇▇▇ shall assume and be
liable for the portion of each Prorated Retention Obligation in an amount equal
to the product of (A) the amount of each such Prorated Retention Obligation and
(B) a fraction, the numerator of which is the number of days from the date such
Prorated Retention Obligation was entered into through the Transfer Date and the
denominator of which is the number of days from the date such Prorated Retention
Obligation was entered into through July 1, 2004, and (ii) Platinum US shall
assume and be liable for the portion of each Prorated Retention Obligation in an
amount equal to the product of (A) the amount of each such Prorated Retention
Obligation and (B) a fraction, the
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numerator of which is the number of days from the Transfer Date through July 1,
2004 and the denominator of which is the number of days from the date such
Prorated Retention Obligation was entered into through July 1, 2004. St. ▇▇▇▇
will reimburse Platinum US for St. Paul's portion of the Prorated Retention
Obligation within 10 business days of its receipt of notice from Platinum US
that the Prorated Retention Obligation amounts have been paid.
6.8 Payroll Services. Effective for the period from the Transfer Date
through December 31, 2002, St. ▇▇▇▇ shall provide Platinum US with payroll
processing, payroll deduction, tax withholding, and year end tax reporting for
the Platinum US Transfer Employees and Platinum US shall be responsible for all
costs of such services in accordance with the terms of the Letter Agreement and
the Master Services Agreement.
6.9 Withholding. St. ▇▇▇▇ and Platinum US shall individually and
collectively make commercially reasonable efforts to avoid unnecessary
duplicated federal, state or local payroll and other withholding taxes with
respect to the Platinum US Transfer Employees for 2002.
ARTICLE VII
MISCELLANEOUS
7.1 Certain Aspects. Nothing in this Agreement shall be treated as, or
deemed to affect any employee benefit plan of St. Paul's subsidiaries
incorporated outside of the United States.
7.2 Entire Agreement. This Agreement shall constitute the entire agreement
between the parties with respect to the subject matter hereof and shall
supersede all previous negotiations, discussions, agreements and understandings
with respect to such subject matter.
7.3 Employee Liabilities.
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(a) Except as otherwise provided herein, St. ▇▇▇▇ shall retain all
liabilities with respect to any employee benefit plan, program, policy or
arrangement maintained by St. ▇▇▇▇ for the benefit of the Business Employees
(including the Platinum US Transferred Employees), any other liabilities of any
nature whatsoever relating to the Business Employees (including the Platinum US
Transfer Employees) that relate to the periods prior to and including the
Transfer Date, and any other liabilities of any nature whatsoever relating to
the Business Employees who do not become Platinum US Transferred Employees that
relate to any period before or after the Transfer Date. Except as otherwise
provided herein, St. ▇▇▇▇ shall be responsible for any payment of (whether of
severance pay or otherwise), acceleration of, forgiveness of indebtedness owing
from, vesting of, distribution of, or increase in or obligation to fund, any
compensation or benefits with respect to any Business Employee (including
Platinum US Transfer Employees) under any employee benefit plan, program, policy
or arrangement maintained by St. ▇▇▇▇ or its Affiliates as a result of the
execution of, consummation of, and performance of the transactions contemplated
in, the Formation Agreement (including the Public Offering or the Closing)
(either alone or upon the occurrence of any additional or subsequent events).
(b) Except as specifically provided in this Agreement, Platinum US
shall be responsible for any liabilities relating to the Platinum US Transfer
Employees which are incurred after the Transfer Date.
7.4 Dispute Resolution.
(a) Mandatory Arbitration. The parties hereto shall promptly submit
any dispute, claim, or controversy arising out of or relating to this Agreement
and/or the provision of services hereunder, including effect, validity, breach,
interpretation, performance, or
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enforcement (collectively, a "Dispute") to binding arbitration in New York, New
York at the offices of Judicial Arbitration and Mediation Services, Inc.
("JAMS") before an arbitrator (the "Arbitrator") in accordance with JAMS'
Comprehensive Arbitration Rules and Procedures and the Federal Arbitration Act,
9 U.S.C. Sections 1 et seq. The Arbitrator shall be a former judge selected from
JAMS' pool of neutrals. The parties agree that, except as otherwise provided
herein respecting temporary or preliminary injunctive relief, binding
arbitration shall be the sole means of resolving any Dispute. Judgment on any
award of the Arbitrators may be entered by any court of competent jurisdiction.
(b) Costs. The costs of the arbitration proceeding and any
proceeding in court to confirm or to vacate any arbitration award or to obtain
temporary or preliminary injunctive relief as provided in paragraph (c) below,
as applicable (including, without limitation, actual attorneys' fees and costs),
shall be borne by the unsuccessful party and shall be awarded as part of the
Arbitrator's decision, unless the Arbitrator shall otherwise allocate such costs
in such decision.
(c) Injunctive Relief. The parties hereto may seek or obtain
temporary or preliminary injunctive relief in a court for any breach or
threatened breach of any provision hereof pending the hearing before and
determination of the Arbitrator. St. ▇▇▇▇ hereby agrees that it shall continue
to provide, or cause its Affiliates to provide, any and all services hereunder
pending the hearing before and determination of the Arbitrator, it being agreed
and understood that the failure to so provide may cause irreparable harm to
Platinum and its Affiliates and that the putative breaching party has assumed
all of the commercial risks associated with such breach or threatened breach of
any provision hereof by such party.
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(d) Courts. The parties agree that the State and Federal courts in
The City of New York shall have jurisdiction for purposes of enforcement of
their agreement to submit Disputes to arbitration and of any award of the
Arbitrator.
7.5 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without applying or giving
effect to provisions relating to conflict of laws.
7.6 Notices. All notices and other communications hereunder shall be in
writing, shall reference this Agreement and shall be hand delivered or mailed by
registered or certified mail (return receipt requested) or sent by any means of
electronic message transmission with delivery confirmed (by voice or otherwise)
to the parties at the following addresses (or at such other addresses for a
party as shall be specified by like notice) and will be deemed given on the date
on which such notice is received:
To St. ▇▇▇▇:
The St. ▇▇▇▇ Companies, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
To Platinum US:
The address of Platinum US's principal place of business
Attention: Corporate Secretary
7.7 Amendments. This Agreement may not be modified or amended except by an
agreement in writing signed by the parties.
7.8 Successors and Assigns. Neither party may assign its rights or
delegate any of its duties or obligations under this Agreement without the prior
written consent of the other party.
16
This Agreement and all of the provisions hereof shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns.
7.9 No Third Party Beneficiaries. This Agreement is solely for the benefit
of the parties hereto and their respective subsidiaries and should not be deemed
to confer upon third parties any remedy, claim, liability, reimbursement, claim
of action or other right in excess of those existing without reference to this
Agreement.
7.10 Titles and Headings. Titles and headings to sections herein are
inserted for the convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.
7.11 Enforceability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render such
provision unenforceable in any other jurisdiction.
7.12 Access to Information. Platinum US and St. ▇▇▇▇ shall provide each
other with access to information reasonably necessary in order to carry out the
provisions of this Agreement (including premium reconciliation for billing and
collections). As of the Transfer Date, St. ▇▇▇▇ shall transfer to Platinum US
originals or copies of all personnel files, records and reports in respect of
the Platinum US Transfer Employees, whether in hard copy, electronic format,
magnetic or other media. The parties agree that they shall be joint owners of
the information and records relating to the Platinum US Transfer Employees,
whether they have originals or copies of the various components thereof.
17
7.13 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
18
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the date
first hereinabove written.
THE ST. ▇▇▇▇ COMPANIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------------------
Title: Executive Vice President and Chief Financial Officer
PLATINUM UNDERWRITERS REINSURANCE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Underwriting Officer
19
SCHEDULE 1.8
EXISTING RETENTION OBLIGATIONS
PAYMENT ELIGIBLE TO RECEIVE PAYMENT ELIGIBLE TO RECEIVE
IF EMPLOYED BY ST. ▇▇▇▇ RE IF EMPLOYED BY ST. ▇▇▇▇ RE
OR PLATINUM US OR PLATINUM US
NAME OF EMPLOYEE THROUGH JUNE 1, 2002 THROUGH JUNE 1, 2003
---------------- --------------------------- ---------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ $50,000 $50,000
▇▇▇▇▇▇ ▇▇▇▇▇▇ $50,000 $50,000
▇▇▇▇ ▇▇▇▇▇▇ $50,000 $50,000
▇▇▇ ▇▇▇▇ $50,000 $50,000
▇▇▇▇▇ ▇▇▇▇▇ $50,000 $50,000
▇▇ ▇▇▇▇▇▇ $50,000 $50,000
▇▇▇▇▇ Marine $50,000 $50,000
H. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $50,000 $50,000
Eleni Kourou $50,000 $50,000
▇▇▇▇▇▇▇ ▇▇▇▇▇ $50,000 $50,000
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $50,000 $50,000
▇▇▇▇▇ ▇▇▇ $50,000 $50,000
20
SCHEDULE 1.9
PRORATED RETENTION OBLIGATIONS
Platinum U.S. Employees
Retention Schedule
NAME JOB TITLE RETENTION $ DATE
---- --------- ----------- ----
▇▇▇▇▇,▇▇▇▇▇▇▇▇ UNDERWRITING OFFICER $39,000 7/1/04
▇▇▇▇▇▇▇-JR,▇▇▇▇▇▇ ▇. VICE PRESIDENT $29,750 7/1/04
▇▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇▇ ▇▇ PROJECT MANAGER $17,205 7/1/04
▇▇▇▇▇▇,▇▇▇▇ ▇ ▇▇ VICE PRESIDENT $225,000 7/1/04
BOLISLAVSKY,GERMAN $16,050 7/1/04
▇▇▇▇▇▇▇▇,▇▇▇▇ ▇ ▇▇ VICE PRESIDENT $98,850 7/1/04
▇▇▇▇▇▇▇▇▇,▇▇▇▇▇ VICE PRESIDENT $67,500 7/1/04
CELLARS,▇▇▇▇▇ M SR VICE PRESIDENT $100,000 7/1/04
▇▇▇▇▇,▇▇▇▇▇▇ VICE PRESIDENT $29,750 7/1/04
▇▇▇▇▇,▇▇▇▇▇▇ C SENIOR VICE PRESIDENT $78,000 7/1/04
▇▇▇▇▇▇,▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ASSISTANT VICE PRESIDENT $26,875 7/1/04
▇▇▇▇▇▇,▇▇▇▇▇ ▇ VICE PRESIDENT $47,500 7/1/04
▇▇▇▇▇,▇▇▇▇▇▇▇ A EXECUTIVE VICE PRESIDENT $125,000 7/1/04
▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ ▇ VICE PRESIDENT $33,250 7/1/04
▇▇▇▇▇▇▇-III,▇▇▇▇▇ SYSTEMS/TELECOMMUNICATION MGR $15,030 7/1/04
▇▇▇▇▇▇▇▇,▇▇▇▇ ASSISTANT VICE PRESIDENT $65,000 7/1/04
▇▇▇▇▇,▇▇▇▇▇▇▇▇ E AVP-HEALTHCARE UNIT $29,050 7/1/04
▇▇▇▇,▇▇▇▇▇▇▇ ASSISTANT VICE PRESIDENT $23,525 7/1/04
▇▇▇▇▇,▇▇▇▇▇▇ ▇ ▇▇ PROJECT MANAGER $17,220 7/1/04
▇▇▇▇▇,▇▇▇▇ INFO CENTER MANAGER $14,250 7/1/04
▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ J LAN ADMINISTRATOR $12,750 7/1/04
▇▇▇,▇▇▇▇▇ VICE PRESIDENT $29,000 7/1/04
▇▇▇▇▇▇▇▇▇,▇▇▇▇ A VICE PRESIDENT $65,000 7/1/04
▇▇▇▇,▇▇▇▇▇▇▇ ▇▇ VICE PRESIDENT $102,000 7/1/04
HUR,MAN-GYU VICE PRESIDENT $87,500 7/1/04
▇▇▇▇▇▇,▇▇▇▇▇▇▇▇▇ M CONTRACT WORDING OFFICER $45,000 7/1/04
▇▇▇▇▇,▇▇▇▇▇▇ ▇ VICE PRESIDENT $160,000 7/1/04
▇▇▇▇▇▇,▇▇▇▇▇▇ M EXECUTIVE VICE PRESIDENT $125,000 7/1/04
KOUROU,▇▇▇▇▇ ▇▇ VICE PRESIDENT $225,000 7/1/04
LIN,DENGXING PRICING OFFICER $10,400 7/1/04
▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇ J ACTUARIAL OFFICER $49,000 7/1/04
▇▇▇▇▇,▇▇▇▇▇▇▇ C VICE PRESIDENT-FINANCE $70,000 7/1/04
▇▇▇▇▇,▇▇▇ VICE PRESIDENT $87,500 7/1/04
MARINE,▇▇▇▇▇ S SR VICE PRESIDENT $225,000 7/1/04
▇▇▇▇▇▇▇▇,H ▇▇▇▇▇▇▇▇▇ EXECUTIVE VICE PRESIDENT $175,000 7/1/04
▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ P ASSISTANT VICE PRESIDENT $25,000 7/1/04
▇▇▇▇▇,▇▇▇▇▇▇ N ASSISTANT VICE PRESIDENT $30,200 7/1/04
▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇ VICE PRESIDENT-DATA CENTER $70,100 7/1/04
▇▇▇▇▇▇,▇▇▇▇▇▇ ▇▇ VICE PRESIDENT $225,000 7/1/04
▇▇▇▇▇▇▇,▇▇▇▇▇ ▇ ▇▇ VICE PRESIDENT $45,000 7/1/04
▇▇▇▇▇▇▇,▇▇▇▇▇▇ ▇. VICE PRESIDENT $76,250 7/1/04
▇▇▇▇,▇▇▇▇▇▇▇ INFO TECH OFFICER $34,100 7/1/04
▇▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ ▇ EXECUTIVE VICE PRESIDENT $150,000 7/1/04
▇▇▇▇▇▇▇▇▇,▇▇▇▇ ▇ VICE PRESIDENT $42,950 7/1/04
▇▇▇▇▇,▇▇▇▇▇ ▇ ▇▇ VICE PRESIDENT $215,000 7/1/04
▇▇▇▇▇▇▇,▇▇▇ J VICE PRESIDENT $80,000 7/1/04
▇▇▇▇▇▇▇,▇▇▇▇ J EXECUTIVE VICE PRESIDENT $175,000 7/1/04
▇▇▇▇▇▇▇,▇▇▇▇▇ ▇ VICE PRESIDENT $32,000 7/1/04
▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ J SENIOR VICE PRESIDENT $38,625 7/1/04
▇▇▇▇▇▇▇,▇▇▇▇▇ UNDERWRITING OFFICER $18,750 7/1/04
▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ A VICE PRESIDENT-ASST CONTROLLER $70,000 7/1/04
▇▇▇▇▇▇,▇▇▇▇▇▇ F SENIOR VICE PRESIDENT/FS $100,000 7/1/04
▇▇▇▇▇▇,▇▇▇▇▇▇▇ VICE PRESIDENT $28,750 7/1/04
▇▇▇▇▇▇,▇▇▇▇▇▇ ▇ ▇▇ VICE PRESIDENT $93,750 7/1/04
▇▇▇▇▇,▇▇▇▇▇ ▇ ▇▇ VICE PRESIDENT $225,000 7/1/04
▇▇▇▇▇▇▇▇▇,▇▇▇▇▇▇▇ P VICE PRESIDENT $37,250 7/1/04
$4,378,680
SCHEDULE 2
BUSINESS EMPLOYEES
Platinum EE List 10281
LAST NAME FIRST NAME
--------- ----------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇-JR ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ GERMAN
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
CELLARS ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇-III ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
ELSAAYED ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
GRAND ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ MAN-GYU
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Platinum EE List 10281
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
KATTAN ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
KOUROU ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
MARINE ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ CONROY
MERMANISHVILI ▇▇▇
▇▇▇▇▇▇▇▇ H. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ MILARY
ORBES ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
SANTOPAULO ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
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Platinum EE List 10281
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ 3
SCHEDULE 6.1
WELFARE PLANS
1. The St. ▇▇▇▇ Companies, Inc. Medical Plan
2. The St. ▇▇▇▇ Companies, Inc. Dental Plan
3. The St. ▇▇▇▇ Companies, Inc. Vision Plan
4. The St. ▇▇▇▇ Companies, Inc. Basic Life Insurance and AD&D Insurance
5. The St. ▇▇▇▇ Re Supplemental Life Insurance Plan (Unicare) (subject to
approval of insurance carrier)
6. The St. ▇▇▇▇ Companies, Inc. Short-Term Disability Plan
7. The St. ▇▇▇▇ Companies, Inc. Long-Term Disability Plan
8. The St. ▇▇▇▇ Companies, Inc. Reserve Accounts
9. The St. ▇▇▇▇ Companies, Inc. Group Legal Plan
10. The St. ▇▇▇▇ Companies, Inc. Personal Financial Planning Program
ANNEX A
2002 BONUSES
Name of Employee 2002 St. ▇▇▇▇ Bonus Reimbursements
---------------- ----------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $ 4,946
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ $ 13,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ $ 29,750
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $ 9,558
▇▇▇▇ ▇▇▇▇▇▇ $ 93,750
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $ 2,950
German Bolislavsky $ 8,917
▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ $ 6,125
▇▇▇▇ ▇▇▇▇▇▇▇▇ $ 80,708
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $ 33,750
▇▇▇▇▇ Cellars $ 83,333
▇▇▇▇▇▇ ▇▇▇▇▇ $ 24,792
▇▇▇▇▇▇ ▇▇▇▇▇ $ 45,500
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $ 22,396
▇▇▇▇▇ ▇▇▇▇▇▇ $ 39,583
▇▇▇▇▇▇▇ ▇▇▇▇▇ $104,167
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $ 10,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $ 27,708
▇▇▇▇▇ ▇▇▇▇▇▇▇ $ 8,350
▇▇▇▇ ▇▇▇▇▇▇▇▇ $ 27,083
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ $ 5,292
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ $ 19,367
▇▇▇▇▇▇ ▇▇▇▇▇▇ $650,000
▇▇▇▇▇▇▇ ▇▇▇▇ $ 19,604
▇▇▇▇▇▇ ▇▇▇▇▇ $ 9,567
▇▇▇▇ ▇▇▇▇▇ $ 7,917
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $ 7,083
▇▇▇▇ ▇▇▇▇▇▇ $ 38,542
▇▇▇▇▇ ▇▇▇ $ 24,167
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ $ 27,083
▇▇▇▇▇ Grand $ 7,200
▇▇▇▇▇▇ ▇▇▇▇▇ $ 9,625
▇▇▇▇▇▇▇ ▇▇▇▇ $ 85,000
Man-Gyu Hur $ 51,042
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $ 11,250
▇▇▇▇▇▇ ▇▇▇▇▇ $ 40,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $ 17,950
▇▇▇▇▇▇ ▇▇▇▇▇▇ $104,167
Eleni Kourou $ 93,750
▇▇▇▇▇ ▇▇▇▇▇ $ 17,567
▇▇▇▇▇▇ ▇▇▇ $ 15,660
Name of Employee 2002 St. ▇▇▇▇ Bonus Reimbursements
---------------- ----------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇ $ 13,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ $157,500
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $ 16,667
▇▇▇▇▇▇▇ ▇▇▇▇▇ $ 35,000
▇▇▇ ▇▇▇▇▇ $ 51,042
▇▇▇▇▇ Marine $ 93,750
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $218,750
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $ 20,833
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $ 44,276
▇▇▇▇▇▇▇▇▇ ▇▇▇ $ 29,167
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $ 16,667
▇▇▇▇▇▇ ▇▇▇▇▇ $ 20,133
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $ 35,050
▇▇▇▇▇▇ ▇▇▇▇▇▇ $ 93,750
▇▇▇▇▇▇▇ ▇▇▇▇▇ $285,714
▇▇▇▇▇ ▇▇▇▇▇▇▇ $ 75,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $ 50,833
▇▇▇▇▇▇▇ ▇▇▇▇ $ 34,100
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $125,000
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $157,500
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $ 42,950
▇▇▇▇▇ ▇▇▇▇▇ $ 89,583
Takeshi Sanuki $ 30,417
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $ 16,667
▇▇▇ ▇▇▇▇▇▇▇ $ 40,000
▇▇▇▇ ▇▇▇▇▇▇▇ $218,750
▇▇▇▇▇ ▇▇▇▇▇▇▇ $ 26,667
▇▇▇▇▇▇ ▇▇▇▇▇▇ $ 9,200
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $ 72,083
▇▇▇▇▇▇ ▇▇▇▇▇ $ 13,125
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $ 64,375
▇▇▇▇▇ ▇▇▇▇▇▇▇ $ 9,375
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ $ 8,083
▇▇▇▇▇ ▇▇▇▇▇▇▇ $ 11,050
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ $ 35,000
▇▇▇▇▇▇ ▇▇▇▇▇▇ $ 83,333
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $ 28,750
▇▇▇▇▇▇ ▇▇▇▇▇▇ $ 78,125
▇▇▇▇▇ ▇▇▇▇▇ $ 93,750
▇▇▇▇▇ ▇▇ ▇▇▇▇▇ $ 10,938
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ $ 37,250
25