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Exhibit 10.5
CONSULTING AGREEMENT
This Consulting Agreement (this
"Agreement’’) is made as of March 22, 2007 by and
between William D. Shaw, Jr., whose address is 340 Old Church Road,
Greenwich, CT 06830 (the "Consultant") and NYMAGIC, INC., a New
York corporation, with its principal office located at 919 Third
Avenue, 10 th Floor, New York NY 10022 (the "Company").
WHEREAS, the Consultant is a
member of the Company’s Board of Directors and its Vice
Chairman;
WHEREAS, the Company acknowledges
Consultant’s skills and experience as an investment advisor
and seasoned executive,
WHEREAS, the Company desires to
engage the Consultant to provide services beyond those which would
be expected of the Vice Chairman of the Board of Directors to
assist the Company in communicating and explaining its investment
strategy to the investor community and in providing it managerial
advice and counsel; and,
WHEREAS, the Consultant is willing
to provide the services the Company requires on the terms and
conditions set forth herein:
NOW THEREFORE, for valuable
consideration, the adequacy of which is hereby acknowledged, the
Consultant and the Company agree as follows:
1. Recitals. The foregoing
recitals are incorporated herein and constitute a part of this
Agreement.
2. Services. The
Consultant’s primary role is to ensure that the
Company’s asset management strategy is communicated to and
understood by the investor community. More specifically, from time
to time during the term of this Agreement, the Consultant shall
provide the following services to the Company:
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Participate in meetings with rating agencies e.g.
A.M. Best Company, Standard & Poor’s and Fitch
Ratings;
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Participate in meetings and answer inquiries from
analysts who cover the Company’s stock;
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Meet with and respond to inquiries from large
investors in the Company’s stock or debt;
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Participate in quarterly earnings calls and other
investor calls;
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Participate in the Company’s investor road
shows; and,
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Represent the Company at industry conferences,
e.g. those held by Conning Capital, Keefe, Bruyette, Woods, Ferris
Baker Watts and others.
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In addition, the
Consultant shall attend the meetings of, and provide advice and
counsel to, the Company’s management committee and to the
Company’s Chairman and President and Chief Executive Officer
as requested by them (the services enumerated above, together with
attending the meetings of, and providing advice and counsel to, the
Company’s
management committee and its Chairman and President and Chief
Executive Officer, the "Services").
The Consultant shall devote as
much time to the Services as is reasonably necessary to achieve the
objectives contemplated by this Agreement.
3. Compensation. The Company
will compensate the Consultant for the Services by paying him an
annualized fee of $100,000 payable in four equal quarterly payments
of $25,000, the first of which shall be on the date hereof, and
thereafter one, each at the end of June, September and December. In
addition, the Company may pay the C
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