This Consulting
Agreement (this “Agreement’’) is made effective
as of May 21, 2008 (the “Effective Date”) and is
entered into this 16th day of June 2008 by and between George
R. Trumbull., whose address is 15 Shadowbrook, West Simsbury, CT
06092 (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 was formerly the chairman of the Board of Directors and
the chief executive officer of the Company, and is currently a
member of the Company’s Board of Directors;
WHEREAS, the
Consultant was until the Effective Dated engaged as the Chairman of
the Board of Directors pursuant to an Employment Agreement between
the Consultant and the Company dated January 10, 2008 and effective
January 1, 2008 (the “Employment
Agreement”);
WHEREAS, the
Consultant and the Company desire to terminate the Employment
Agreement;
WHEREAS, the
Company acknowledges Consultant’s long history with and
experience in the insurance industry and his skills as an advisor
and seasoned executive,
WHEREAS, the
Company desires to engage the Consultant to provide services beyond
those which would be expected of a member of the Board of Directors
to assist the Chairman of the Board of Directors and the President
an Chief Executive Officer of the Company in connection with Board
and operational matters and in providing them 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. The
Employment Agreement is hereby novated and is of no further force
and effect and neither the Company nor the Consultant shall have
any obligation to the other thereunder, except that the Company
agrees that the grant of 5,000 Restricted Share Units awarded in
connection with the Employment Agreement shall vest on the
Effective Date and that it shall issue to the Consultant an
unrestricted share certificate for 5,000 shares of the
Company’s common stock.
3. Services.
The Consultant’s primary role is to assist the Chairman of
the Board of Directors as he may request in connection with Board
matters, and to assist the President and Chief Executive Officer of
the Company as he may request in connection with various issues
that may arise in the Company’s operating and risk bearing
subsidiaries (the “Services”).
