EXHIBIT 10.10
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of July 20,
1998, is made and entered by and between Scottish Life Holdings, Ltd., a Cayman
Islands company (the "Company"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the "Executive").
WITNESSETH:
----------
WHEREAS, the Executive has agreed to serve as Senior Vice President
and Chief Insurance Officer of the Company and is expected to make major
contributions to the short- and long-term profitability, growth and financial
strength of the Company;
WHEREAS, the Company is currently contemplating the offer and sale of
ordinary shares of the Company to the public (the "Offering");
WHEREAS, the Company wishes to assure itself of both present and
future continuation of management in light of the Offering and subsequent to the
Offering; and
WHEREAS, the Company wishes to employ the Executive and the Executive
is willing to be employed by the Company, both on the terms and subject to the
conditions set forth in this Agreement.
NOW, THEREFORE, the Company and the Executive agree as follows:
1. Certain Defined Terms. In addition to terms defined elsewhere herein,
---------------------
the following terms have the following meanings when used in this Agreement with
initial capital letters:
(a) "Base Pay" means the Executive's annual base salary rate as in
effect from time to time, as set forth in Section 5(a).
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means that the Executive shall have committed any of the
following:
(i) an intentional act of fraud, embezzlement or theft in
connection with his duties or in the course of his employment with the
Company or any Subsidiary;
(ii) intentional wrongful damage to any material property of the
Company or any Subsidiary;
(iii) intentional wrongful disclosure of secret processes or
confidential information of the Company or any Subsidiary; or
(iv) conviction of a felony or other crime involving moral
turpitude;
and any such act shall have been materially harmful to the Company. For
purposes of this Agreement, no act or failure to act on the part of the
Executive shall be deemed "intentional" if it was due primarily to an error
in judgment or negligence, but shall be deemed "intentional" only if done
or omitted to be done by the Executive not in good faith and without
reasonable belief that his action or omission was in the best interest of
the Company. Notwithstanding the foregoing, the Executive shall not be
deemed to have been terminated for "Cause" hereunder unless and until there
shall have been delivered to the Executive a copy of a resolution duly
adopted by the affirmative vote of not less than two-thirds of the Board
then in office at a meeting of the Board called and held for such purpose,
after reasonable notice to the Executive and an opportunity for the
Executive, together with his counsel (if the Executive chooses to have
counsel present at such meeting), to be heard before the Board, finding
that, in the good faith opinion of the Board, the Executive had committed
an act constituting "Cause" as herein defined and specifying the
particulars thereof in detail. Nothing herein will limit the right of the
Executive or his beneficiaries to contest the validity or propriety of any
such determination.
(d) "Change in Control" means the occurrence of any of the following
events:
(i) the Company is merged or consolidated or reorganized into or
with another corporation or other legal person, and as a result of such
merger, consolidation or reorganization less than a majority of the
combined voting power of the then-outstanding securities of such
corporation or person immediately after such transaction are held in the
aggregate by the holders of Ordinary Shares immediately prior to such
transaction;
(ii) the Company sells or otherwise transfers all or
substantially all of its assets to any other corporation or other legal
person, and less than a majority of the combined voting power of the then-
outstanding securities of such corporation or person immediately after such
sale or transfer is held in the aggregate by the holders of Ordinary Shares
immediately prior to such sale or transfer;
(iii) the Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule, form or
report or item therein) that a change in control of the Company has or may
have occurred or will or may occur in the future pursuant to any then-
existing contract or transaction; or
(iv) if during any period of two consecutive years, individuals
who at the beginning of any such period constitute the Directors cease for
any reason to constitute at least a majority thereof, unless the election,
or the nomination for election by the Company's shareholders, of each
Director first elected during such period was approved by a vote of at
least two-thirds of the Directors then still in office who were Directors
at the beginning of any such period.
2
Notwithstanding the foregoing provisions of Paragraph (iii) above, a
"Change in Control" shall not be deemed to have occurred for purposes of
this Agreement (i) by reason of any action taken by the Company, including
changes in beneficial ownership of equity securities of the Company, in
connection with the Offering; (ii) solely because (A) the Company; (B) a
Subsidiary; or (C) any Company-sponsored employee stock ownership plan or
other employee benefit plan of the Company either files or becomes
obligated to file a report or proxy statement under or in response to
Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor
schedule, form or report or item therein) under the Act, disclosing
beneficial ownership by it of shares, or because the Company reports that a
change of control of the Company has or may have occurred or will or may
occur in the future by reason of such beneficial ownership; or (iii) solely
because of a change in control of any Subsidiary other than Scottish Life
Assurance (Cayman) Ltd.
(e) "Competitive Activity" means the Executive's participation,
without the written consent of an officer of the Company, in the management of
any business enterprise if such enterprise engages in substantial and direct
competition with the Company. "Competitive Activity" will not include the mere
ownership of securities in any such enterprise and the exercise of rights
appurtenant thereto.
(f) "Employee Benefits" means the perquisites, benefits and service
credit for benefits as provided under any and all employee retirement income and
welfare benefit policies, plans, programs or arrangements in which senior
officers of the Company are entitled to participate, including without
limitation any stock option, performance share, performance unit, stock
purchase, stock appreciation, savings, pension, supplemental executive
retirement, or other retirement income or welfare benefit, deferred
compensation, incentive compensation, group or other life, health,
medical/hospital or other insurance (whether funded by actual insurance or self-
insured by the Company or a Subsidiary), disability, salary continuation,
expense reimbursement and other employee benefit policies, plans, programs or
arrangements that may now exist or may be adopted hereafter by the Company or a
Subsidiary.
(g) "Incentive Pay" means an annual bonus, incentive or other payment
of compensation, in addition to Base Pay, made or to be made in regard to
services rendered in any year or other period pursuant to any bonus, incentive,
profit-sharing, performance, discretionary pay or similar agreement, policy,
plan, program or arrangement (whether or not funded) of the Company or a
Subsidiary, or any successor thereto.
(h) "Ordinary Shares" means the ordinary shares, par value $.01 per
share, of the Company.
(i) "Retirement Plans" means the retirement income, supplemental
executive retirement, excess benefits and retiree medical, life and similar
benefit plans providing retirement perquisites, benefits and service credit for
benefits for senior officers of the Company now existing or hereafter adopted.
(j) "Subsidiary" means an entity in which the Company directly or
indirectly beneficially owns 50% or more of the outstanding Voting Stock.
3
(k) "Term" means the period commencing as of the date of this
Agreement and expiring on the third anniversary of this Agreement; provided,
--------
however, that commencing on the third anniversary of the date of this Agreement
-------
and each anniversary thereafter, the term of this Agreement will automatically
be extended for an additional one year unless, not later than 90 days before any
such anniversary date, the Company or the Executive shall have given written
notice that it or the Executive, as the case may be, does not wish to have the
Term extended.
(l) "Termination Date" means the date on which the Executive's
employment is terminated (the effective date of which shall be the date of
termination, or such other date that may be specified by the Executive if the
termination is pursuant to Section 6(b)).
(m) "Voting Stock" means securities entitled to vote generally in the
election of directors.
2. Employment. The Company hereby agrees to employ the Executive, and
----------
the Executive hereby agrees to be employed with the Company for the Term, upon
the terms and conditions herein set forth.
3. Positions and Duties.
--------------------
(a) During the Term, the Executive will serve in the position of
Senior Vice President and Chief Insurance Officer of the Company, or such other
position as may be agreed upon by the Company and the Executive, and will have
such duties, functions, responsibilities and authority as are (i) consistent
with the Executive's position as the Company's Senior Vice President and Chief
Insurance Officer; or (ii) assigned to his office in the Company's bylaws; or
(iii) reasonably assigned to him by the Board. The Executive will report
directly to the Chief Executive Officer of the Company.
(b) During the Term, the Executive will be the Company's full-time
employee and, except as may otherwise be approved in advance in writing by the
Board, and except during vacation periods and reasonable periods of absence due
to sickness, personal injury or other disability, the Executive will devote
substantially all of his business time and attention to the performance of his
duties to the Company. Notwithstanding the foregoing, the Executive may (i)
subject to the approval of the Board, serve as a director of a company, provided
such service does not constitute a Competitive Act, (ii) serve as an officer,
director or otherwise participate in purely educational, welfare, social,
religious and civic organizations, (iii) serve as an officer, director or
trustee of, or otherwise participate in, any organizations and activities with
respect to which the Executive's participation was disclosed to the Company in
writing prior to the date hereof, and (iv) manage personal and family
investments.
4. Place of Performance. In connection with his employment during the
--------------------
Term, unless otherwise agreed by the Executive, the Executive will be based at
the Company's principal executive offices in the Cayman Islands. The Executive
will undertake normal business travel on behalf of the Company.
4
5. Compensation and Related Matters.
--------------------------------
(a) Annual Base Salary. During the Term, the Company will pay to the
------------------
Executive an annual base salary of not less than US $200,000, which annual base
salary may be increased (but not decreased) from time to time by the Board (or a
duly authorized committee thereof) in its sole discretion, payable at the times
and in the manner consistent with the Company's general policies regarding
compensation of executive employees. The Board may from time to time authorize
such additional compensation to the Executive, in cash or in property, as the
Board may determine in its sole discretion to be appropriate.
(b) Annual Incentive Compensation. If the Board (or a duly authorized
-----------------------------
committee thereof) authorizes any cash incentive compensation or approves any
other management incentive program or arrangement, the Executive will be
eligible to participate in such plan, program or arrangement under the general
terms and conditions applicable to executive and management employees. The
annual cash incentive compensation paid to the Executive will be paid in
accordance with the Company's annual incentive compensation plan. Nothing in
this Section 5(b) will guarantee to the Executive any specific amount of
incentive compensation, or prevent the Board (or a duly authorized committee
thereof) from establishing performance goals and compensation targets applicable
only to the Executive.
(c) Travel and Housing Allowance. During the Term, the Company will
----------------------------
pay an amount not less than $9,000 per month to reimburse the Executive for
housing and personal travel expenses. In addition, the Company shall pay the
airfare for two trips of the Executive and Executive's immediate family from the
Cayman Islands to the United States and return during each year of the Term.
(d) Retirement Account. During the Term, the Company shall fund a
------------------
retirement account for the Executive in an amount not less than 10% of
Executive's Base Pay for each year during the Term. The Company shall provide
for the Executive and his dependents medical and health care benefits as set
forth hereto on Exhibit A.
(e) Executive Benefits. In addition to the compensation described in
------------------
Section (a) and (b), the Company will make available to the Executive and his
eligible dependents, subject to the terms and conditions of the applicable
plans, including without limitation the eligibility rules, participation in all
Company-sponsored employee benefit plans including all employee retirement
income and welfare benefit policies, plans, programs or arrangements in which
senior executives of the Company participate, including any stock option, stock
purchase, stock appreciation, savings, pension, supplemental executive
retirement or other retirement income or welfare benefit, disability, salary
continuation, and any other deferred compensation, incentive compensation, group
and/or executive life, health, medical/hospital or other insurance (whether
funded by actual insurance or self-insured by the Company), expense
reimbursement or other employee benefit policies, plans, programs or
arrangements, including, without limitation, financial counseling services or
any equivalent successor policies, plans, programs or arrangements that may now
exist or be adopted hereafter by the Company.
5
(f) Expenses. In addition to the allowance provided for in Section
--------
4(c), the Company will promptly reimburse the Executive for all business
expenses the Executive incurs in order to perform his duties to the Company
under this Agreement in a manner commensurate with the Executive's position and
level of responsibility with the Company, and in accordance with the Company's
policy regarding substantiation of expenses.
(g) Offering Bonus. The Company shall pay the Executive US $75,000 at
--------------
the earlier to occur of (i) the date of the successful consummation of the
Offering or (ii) December 31, 1998.
(h) Relocation Expenses. The Company shall pay all costs and expenses
-------------------
relating to the relocation of Executive and his immediate family to the
Company's principal place of business located in the Cayman Islands, British
West Indies.
(i) Options. The Company shall grant Executive, upon the execution of
-------
this Agreement, an option ("Option") to purchase up to 300,000 Ordinary Shares
of the Company, such Option to be exercisable at the per share price equal to
the Offering price per share and to be governed by the option agreement attached
hereto as Exhibit B; provided, however, that the Option shall be increased, as
provided in Exhibit B hereto, by a number of Ordinary Shares in an amount equal
to 300,000 multiplied by a fraction where the numerator is the number of
Ordinary Shares issued to the underwriters in the Offering to cover the
underwriter's overallotment and the denominator is the number of Ordinary Shares
issued in the Offering excluding the overallotment.
6. Termination Following the Date of this Agreement.
------------------------------------------------
(a) The Executive's employment may be terminated by the Company during
the Term, and the Executive shall be entitled to the severance compensation
provided by Section 7 unless such termination is the result of the occurrence of
one or more of the following events:
(i) The Executive's death;
(ii) If the Executive becomes permanently disabled within the
meaning of, and begins actually to receive disability benefits pursuant to,
the long-term disability plan in effect for, or applicable to, the
Executive; or
(iii) Cause.
If, during the Term, the Executive's employment is terminated by the Company or
any Subsidiary other than pursuant to Section 6(a)(i), 6(a)(ii) or 6(a)(iii),
the Executive will be entitled to the benefits provided by Section 7 hereof.
(b) The Executive may terminate employment with the Company during the
Term with the right to severance compensation as provided in Section 7 upon the
occurrence of one or more of the following events (regardless of whether any
other reason, other than Cause as hereinabove provided, for such termination
exists or has occurred, including without limitation other employment):
6
(i) Failure to elect or reelect or otherwise to maintain the Executive
in the office or the position, or a substantially equivalent office or position,
of or with the Company (or any successor thereto by operation of law of or
otherwise), which the Executive held pursuant to, and upon the date of, this
Agreement.
(ii) (A) A significant adverse change in the nature or scope of the
authorities, powers, functions, responsibilities or duties attached to the
position with the Company which the Executive held pursuant to, and upon the
date of, this Agreement, (B) a reduction in the aggregate of the Executive's
Base Pay received from the Company and any Subsidiary, or (C) the termination or
denial of the Executive's rights to Employee Benefits or a reduction in the
scope or value thereof, unless such reduction is applicable to all employees of
the Company on a pro rata basis, any of which is not remedied by the Company
within 30 calendar days after receipt by the Company of written notice from the
Executive of such change, reduction or termination, as the case may be;
(iii) A determination by the Executive (which determination
will be conclusive and binding upon the parties hereto provided it has been made
in good faith and in all events will be presumed to have been made in good faith
unless otherwise shown by the Company by clear and convincing evidence) that a
change in circumstances has occurred following this Agreement, including,
without limitation, a change in the scope of the business or other activities
for which the Executive was responsible pursuant to, and upon the date of, this
Agreement, which has rendered the Executive substantially unable to carry out,
has substantially hindered the Executive's performance of, or has caused the
Executive to suffer a substantial reduction in, any of the authorities, powers,
functions, responsibilities or duties attached to the position held by the
Executive pursuant to, and upon the date of, this Agreement, which situation is
not remedied within 30 calendar days after written notice to the Company from
the Executive of such determination;
(iv) The liquidation, dissolution, merger, consolidation or
reorganization of the Company or transfer of all or substantially all of its
business and/or assets, unless the successor or successors (by liquidation,
merger, consolidation, reorganization, transfer or otherwise) to which all or
substantially all of its business and/or assets have been transferred (by
operation of law or otherwise) assumed all duties and obligations of the Company
under this Agreement pursuant to Section 12(a);
(v) The Company relocates its principal executive offices (if such
offices are the principal location of Executive's work), or requires the
Executive to have his principal location of work changed, to any location that,
in either case, is other than the Cayman Islands, without his prior written
consent;
(vi) A Change in Control has occurred and Executive, within one year
thereafter, gives the notice of termination of his employment with the Company
contemplated in this Schedule 6(b); or
7
(vii) Without limiting the generality or effect of the foregoing,
any material breach of this Agreement by the Company or any successor thereto
which is not remedied by the Company within 30 calendar days after receipt by
the Company of written notice from the Executive of such breach.
(c) A termination by the Company pursuant to Section 6(a) or by the
Executive pursuant to Section 6(b) will not affect any rights that the Executive
may have pursuant to any agreement, policy, plan, program or arrangement of the
Company or any Subsidiary providing Employee Benefits, which rights shall be
governed by the terms thereof.
7. Severance Compensation.
----------------------
(a) If the Company shall terminate the Executive's employment during
the Term other than pursuant to Section 6(a)(i), 6(a)(ii) or 6(a)(iii), if the
Executive shall terminate his employment pursuant to Section 6(b), or if the
Company shall give Executive written notice not later than 90 days prior to the
third anniversary or any subsequent anniversary of this Agreement of non-renewal
of this Agreement, the Company shall pay to the Executive the amount specified
herein upon the later of (i) five business days after the Termination Date or
date of expiration of this Agreement, as the case may be, and (ii) the effective
date of a release executed by the Executive and the Company in the form attached
hereto as Exhibit C. In lieu of any further payments to the Executive for
periods subsequent to the Termination Date or such expiration date, the Company
shall make a lump sum payment (the "Severance Payment"), in an amount equal to
100% of the sum of (1) the greater of (A) any amounts of Base Pay relating to
the first three years of the Term not paid prior to the Termination Date, and
(B) an amount equal to the aggregate annual Base Pay (at the highest rate in
effect for any year prior to the Termination Date), (2) the aggregate Incentive
Pay (based upon the greatest amount of Incentive Pay paid or payable to the
Executive for any year prior to the Termination Date), and (3) the aggregate
sum of the reasonable transportation expenses for relocating Executive and his
immediate family to the United States.
(b) There shall be no right of set-off or counterclaim in respect of
any claim, debt or obligation against any payment to or benefit for the
Executive provided for in this Agreement.
(c) Without limiting the rights of the Executive at law or in equity,
if the Company fails to make any payment required to be made hereunder on a
timely basis, the Company shall pay interest on the amount thereof at an
annualized rate of interest equal to the then-applicable interest rate
prescribed by the Pension Benefit Guarantee Corporation for benefit valuations
in connection with non-multiemployer pension plan terminations assuming the
immediate commencement of benefit payments.
8. No Mitigation Obligation. The Company hereby acknowledges that it
------------------------
will be difficult and may be impossible for the Executive to find reasonably
comparable employment following the Termination Date and that the non-
competition covenant in Section 9 will further limit the employment
opportunities for the Executive. In addition, the Company acknowledges that its
severance pay plans applicable in general to its salaried employees do not
provide for
8
mitigation, offset or reduction of any severance payment received thereunder.
Accordingly, the payment of the severance compensation by the Company to the
Executive in accordance with the terms of this Agreement is hereby acknowledged
by the Company to be reasonable, and the Executive will not be required to
mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise, nor will any profits, income, earnings or other
benefits from any source whatsoever create any mitigation, offset, reduction or
any other obligation on the part of the Executive hereunder or otherwise.
9. Competitive Activity; Confidentiality; Nonsolicitation.
------------------------------------------------------
(a) The Executive acknowledges that during the course of his
employment with the Company the Executive will learn business information
valuable to the Company and will form substantial business relationships with
the Company's clients. To protect the Company's legitimate business interests
in preserving its valuable confidential business information and client
relationships, the Executive shall not without the prior written consent of the
Company, which consent shall not be unreasonably withheld, (i) engage in any
Competitive Activity during the Term and (ii) if the Executive shall have
received or shall be receiving benefits under Section 7, engage in any
Competitive Activity for a period ending on the first anniversary of the
Termination Date or date of expiration of this Agreement, as the case may be.
(b) During the Term, the Company agrees that it will disclose to
Executive its confidential or proprietary information (as defined in this
Section 9(b)) to the extent necessary for Executive to carry out his obligations
to the Company. The Executive hereby acknowledges the Company has a legitimate
business interest in protecting its confidential and proprietary information and
hereby covenants and agrees that he will not, without the prior written consent
of the Company, during the Term or thereafter (i) disclose to any person not
employed by the Company, or use in connection with engaging in competition with
the Company, any confidential or proprietary information of the Company or (ii)
remove, copy or retain in his possession any Company files or records. For
purposes of this Agreement, the term "confidential or proprietary information"
will include all information of any nature and in any form that is owned by the
Company and that is not publicly available (other than by Executive's breach of
this Section 9(b)) or generally known to persons engaged in businesses similar
or related to those of the Company. Confidential or proprietary information will
include, without limitation, the Company's financial matters, customers,
employees, industry contracts, strategic business plans, product development (or
other proprietary product data), marketing plans, and all other secrets and all
other information of a confidential or proprietary nature. For purposes of the
preceding two sentences, the term "Company" will also include any Subsidiary
(collectively, the "Restricted Group"). The foregoing obligations imposed by
this Section 9(b) will not apply (i) during the Term, in the course of the
business of and for the benefit of the Company, (ii) if such confidential or
proprietary information will have become, through no fault of the Executive,
generally known to the public or (iii) if the Executive is required by law to
make disclosure (after giving the Company notice and an opportunity to contest
such requirement).
(c) The Executive hereby covenants and agrees that during the Term and
for one year thereafter Executive will not, without the prior written consent of
the Company, which consent shall not unreasonably be withheld, on behalf of
Executive or on behalf of any person,
9
firm or company, directly or indirectly, attempt to influence, persuade or
induce, or assist any other person in so persuading or inducing, any employee of
the Restricted Group to give up employment or a business relationship with the
Restricted Group.
(d) The Executive agrees that on or before the Termination Date the
Executive shall return all Company property, including without limitation all
credit, identification and similar cards, keys and documents, books, records and
office equipment. The Executive agrees that he shall abide by, through the
Termination Date, the Company's policies and procedures for worldwide business
conduct.
10. Legal Fees and Expenses. It is the intent of the Company that the
-----------------------
Executive not be required to incur legal fees and the related expenses
associated with the interpretation, enforcement or defense of Executive's rights
under this Agreement by litigation or otherwise because the cost and expense
thereof would substantially detract from the benefits intended to be extended to
the Executive hereunder. Accordingly, if it should appear to the Executive that
the Company has failed to comply with any of its obligations under this
Agreement or in the event that the Company or any other person takes or
threatens to take any action to declare this Agreement void or unenforceable, or
institutes any litigation or other action or proceeding designed to deny, or to
recover from, the Executive the benefits provided or intended to be provided to
the Executive hereunder, the Company irrevocably authorizes the Executive from
time to time to retain counsel of Executive's choice, at the expense of the
Company as hereafter provided, to advise and represent the Executive in
connection with any such interpretation, enforcement or defense, including
without limitation the initiation or defense of any litigation or other legal
action, whether by or against the Company or any Director, officer, stockholder
or other person affiliated with the Company, in any jurisdiction. Without
respect to whether the Executive prevails, in whole or in part, in connection
with any of the foregoing, the Company will pay and be solely financially
responsible for any and all attorneys' and related fees and expenses incurred by
the Executive in connection with any of the foregoing.
11. Withholding of Taxes. The Company may withhold from any amounts
--------------------
payable under this Agreement all federal, state, city or other taxes as the
Company is required to withhold pursuant to any applicable law, regulation or
ruling.
12. Successors and Binding Agreement.
--------------------------------
(a) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation, reorganization or otherwise) to
all or substantially all of the business or assets of the Company, by agreement
in form and substance reasonably satisfactory to the Executive, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent the Company would be required to perform if no such succession had taken
place. This Agreement will be binding upon and inure to the benefit of the
Company and any successor to the Company, including without limitation any
persons acquiring directly or indirectly all or substantially all of the
business or assets of the Company whether by purchase, merger, consolidation,
reorganization or otherwise (and such successor shall thereafter be deemed the
"Company" for the purposes of this Agreement), but will not otherwise be
assignable, transferable or delegable by the Company.
10
(b) This Agreement will inure to the benefit of and be enforceable by
the Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees and legatees.
(c) This Agreement is personal in nature and neither of the parties
hereto shall, without the consent of the other, assign, transfer or delegate
this Agreement or any rights or obligations hereunder except as expressly
provided in Sections 12(a) and 12(b). Without limiting the generality or effect
of the foregoing, the Executive's right to receive payments hereunder will not
be assignable, transferable or delegable, whether by pledge, creation of a
security interest, or otherwise, other than by a transfer by Executive's will or
by the laws of descent and distribution and, in the event of any attempted
assignment or transfer contrary to this Section 12(c), the Company shall have no
liability to pay any amount so attempted to be assigned, transferred or
delegated.
13. Notices. For all purposes of this Agreement, all communications,
-------
including without limitation notices, consents, requests or approvals, required
or permitted to be given hereunder will be in writing and will be deemed to have
been duly given when hand delivered or dispatched by electronic facsimile
transmission (with receipt thereof orally confirmed), or five business days
after having been mailed by, or three business days after having been sent by an
internationally recognized overnight courier service such as FedEx or UPS,
addressed to the Company (to the attention of the Chief Executive Officer of the
Company) at its principal executive office and to the Executive at his principal
residence, or to such other address as any party may have furnished to the other
in writing and in accordance herewith, except that notices of changes of address
shall be effective only upon receipt.
14. Governing Law. The validity, interpretation, construction and
-------------
performance of this Agreement will be governed by and construed in accordance
with the substantive laws of the Cayman Islands, British West Indies, without
giving effect to the principles of conflict of laws.
15. Validity. If any provision of this Agreement or the application of
--------
any provision hereof to any person or circumstances is held invalid,
unenforceable or otherwise illegal, the remainder of this Agreement and the
application of such provision to any other person or circumstances will not be
affected, and the provision so held to be invalid, unenforceable or otherwise
illegal will be reformed to the extent (and only to the extent) necessary to
make it enforceable, valid or legal.
16. Miscellaneous. No provision of this Agreement may be modified, waived
-------------
or discharged unless such waiver, modification or discharge is agreed to in
writing signed by the Executive and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto or compliance with
any condition or provision of this Agreement to be performed by such other party
will be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or representations, oral
or otherwise, expressed or implied with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement. References to Sections are to references to Sections of this
Agreement.
11
17. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same agreement.
18. Entire Agreement. This Agreement sets forth the entire understanding
----------------
between the Company and the Executive, and all oral or written agreements or
representations, express or implied, with respect to the subject matter of this
Agreement are set forth in this Agreement. All prior employment agreements,
understandings and obligations (whether written, oral, express or implied)
between the Company and the Executive are, without further action, terminated as
of the date of this Agreement and are superseded by this Agreement.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
12
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
SCOTTISH LIFE HOLDINGS, LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman of the Board of
Directors and Chief Executive
Officer
13