Exhibit 10.2
Execution Copy
AMENDED AND RESTATED EXECUTIVE
EMPLOYMENT AGREEMENT
This Amended and Restated Employment
Agreement is made as of the 1st day of May, 2008, between Markel
Corporation (“Markel”), and Paul W. Springman
(“Executive”).
The parties agree as
follows:
1. Employment and Duties .
The Company employs the Executive as President and Chief Operating
Officer. The Executive agrees to devote full time and attention to
the business of Markel and its subsidiaries and affiliates and to
perform duties normally and properly incident to his position and
such further duties as may be assigned to him by the Chief
Executive Officer or Board of Directors of Markel. The duties to be
performed by the Executive under this Agreement shall be primarily
performed by him in the Richmond, Virginia metropolitan area,
provided, however, that the Executive shall travel to the extent
reasonably necessary to perform his duties hereunder.
2. Term . Unless sooner
terminated pursuant to Sections 4, 5 or 6 of this Agreement, the
Company employs the Executive, and the Executive agrees to serve
the Company, for an initial term ending December 31, 2008. The
term of this Agreement shall automatically be extended for
additional terms of one year, unless either party notifies the
other in writing at least 90 days before the expiration of the term
of this Agreement that it does not wish to extend the term. If the
Company notifies the Executive that it does not wish to extend the
term of this Agreement, the Company shall be deemed to have
terminated the Executive’s employment without cause, and the
Executive shall be entitled to the benefits specified in Paragraph
6(b) of this Agreement. If the Executive notifies the Company that
the Executive does not wish to extend the term of this Agreement,
the Executive shall be deemed to have voluntarily left the employ
of the Company and the Company’s obligations to the Executive
under this Agreement shall terminate.
3. Salary and Benefits
.
(a) During the term of this
Agreement, the Company shall pay (or cause to be paid to) the
Executive a salary at a rate of not less than $535,000 per year
(effective May 13, 2008), which sum shall be payable in
bi-weekly installments. The Executive shall be entitled to
participate in the Company’s bonus program and the Company
agrees to review the Executive’s salary no less frequently
than annually. In the event of an increase in salary or
the payment of a bonus, the other terms and
conditions of this Agreement shall remain in full force and effect.
The salary in effect at any given time is sometimes referred to in
this Agreement as “Base Salary.”
(b) During the term of this
Agreement, the Executive shall be entitled to (i) participate
in such employee benefit plans and programs as are generally
available to other officers of the Company who hold positions of
similar responsibility to those of the Executive (provided,
however, that nothing in this Agreement shall entitle the Executive
to participate in the Company’s 401(k) plan following the
termination of his employment for any reason),
(ii) reimbursement, in accordance with policies and procedures
established by the Company from time to time, for all items of
expense reasonably and necessarily incurred by the Executive on
behalf of the Company, (iii) such holidays as are generally
available to employees of the Company, and (iv) annual
vacation leave in accordance with Company policies.
4. Termination by Death or
Disability .
(a) Should the Executive die during
the term of employment, the Company shall be obligated to pay any
salary and benefits to which the Executive may be entitled until
the end of the bi-weekly payroll period in which the death occurs,
and the Company shall pay to the Executive’s personal
representatives amounts equal to and payable at the same time as
the installments of Base Salary theretofore regularly paid to the
Executive for a period of twelve months beginning as of the date of
death.
(b) Should the Executive be unable
to perform substantially all duties of employment required under
this Agreement for 90 consecutive days because of a physical or
mental disability, the Company shall then have the right to
terminate the Executive’s employment by giving the Executive
30 days written notice. After the date of termination, the Company
shall pay to the Executive or the Executive’s personal
representatives amounts equal to and payable at the same time as
the installments of Base Salary theretofore regularly paid to the
Executive for a period of twelve months beginning as of the date of
termination.
The onset of a condition of
disability under this Agreement shall be determined by the Board of
Directors on the basis of (i) a written opinion of a licensed
physician certified in his field of specialization and acceptable
to the Board, or (ii) the receipt of, or entitlement by the
Executive to disability benefits under any insurance policy or
employee benefit plan provided or made available by the Company or
under Federal Social Security laws.
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5. Termination for Cause .
The Company, by action of the Chief Executive Officer or by action
of the Board of Directors, may at any time elect to terminate the
Company’s obligations under this Agreement for
“cause” and remove the Executive from employment.
Termination for cause shall be made upon 30 days’ written
notice, and upon expiration of the 30-day notice period, all
obligations of the Company to the Executive under this Agreement
shall cease.
For purposes of this Agreement
“cause” shall be only the following:
(a) continued and deliberate neglect
by the Executive, after receipt of notice thereof, of employment
duties other than as a result of the Executive’s physical or
mental disability;
(b) willful misconduct of the
Executive in connection with the performance of his duties,
including by way of example but not limitation, misappropriation of
funds or property of the Company; securing or attempting to secure
personally any profit in connection with any transaction entered
into on behalf of the Company or violation of any code of conduct
or standards of ethics applicable to employees of the
Company;
(c) conduct by the Executive which
may result in material injury to the reputation of the Company if
the Executive were retained in his position with the Company,
including by way of example but not limitation, commission of a
felony, bankruptcy, insolvency or general assignment for the
benefit of creditors;
(d) active disloyalty such as aiding
a competitor;
(e) the Executive’s inability
to obtain or maintain any required regulatory approvals or
authorizations necessary for the Executive to perform his duties
under this Agreement; or
(f) a breach by the Executive of
Sections 7 or 8 of this Agreement.
6. Other Termination
.
(a) If the Executive resigns or
voluntarily leaves the employ of the Company, except as set forth
in Paragraph 6(c) below, the Company’s obligations to the
Executive under this Agreement shall terminate and the Company
shall have no further liability to the Executive under this
Agreement; provided, however, if the Executive voluntarily leaves
the
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employ of the Company by virtue of the
Company’s failure to comply with any terms of this Agreement,
then the Executive shall be entitled to the identical compensation
and benefits set forth in Section 6
(b) hereof.
(b) The Company, by action of the
Chief Executive Officer or by action of the Board of Directors, may
at any time elect to terminate the Company’s obligations
under this Agreement without cause and remove the Executive from
employment on 30 days’ written notice. If the Company elects
to terminate the Executive’s employment without cause, then,
except as otherwise provided in Section 6(c) hereof, the
Executive shall be entitled to receive, subject to compliance by
the Executive with the provisions of Sections 7 and 8 of this
Agreement, the Base Salary and benefits (but not any accrued or pro
rata bonus) due under this Agreement for a period of twelve
(12) months from the date of termination.
(c) If the Executive terminates
employment for Good Reason, or the Company terminates the
Executive’s employment without cause, following a Change in
Control then the Executive shall be entitled to receive, subject to
compliance by the Executive with the provisions of Sections 7 and 8
of this Agreement, the Base Salary and benefits (but not any
accrued or pro rata bonus) due under this Agreement for a period of
twelve (12) months from the date of termination. At the end of
the twelve (12) month period, the Executive shall also be
entitled to receive, subject to compliance by the Executive with
the provisions of Sections 7 and 8 of this Agreement, a lump sum
payment equal to the amount of bonus, if any, received by the
Executive for the calendar year preceding the year in wh
