Exhibit 10.5
AMENDED AND RESTATED EXECUTIVE
EMPLOYMENT AGREEMENT
This Amended and Restated Employment
Agreement is made as of the day of
,
20 , between Markel Corporation
(“Markel”), and
(“Executive”).
The parties agree as
follows:
1. Employment and Duties .
The Company employs the Executive as
. 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 under 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, 2009. 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
Section 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
$
per year, 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.
A condition of disability under this
Agreement shall be determined by the Board of Directors on the
basis of (i) the Executive being unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than twelve months, or (ii) the Executive, by
reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last
for a continuous period of not less than twelve months, receiving
income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the
Company.
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;
2
(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
Section 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 Section 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 employ of the Company by virtue of the Company’s material
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. The Executive
must provide notice to the Company of the existence of the event
within 90 days of the initial existence of the event constituting
the material failure. The Company shall have 30 days to cure the
condition before the Executive may terminate employment.
(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 months from the date of termination, subject to
Section 18(a).
(c) If the Company elects to
terminate the Executive without cause within twelve months
following a Change in Control or the Executive terminates
employment for Good Reason that occurs within twelve months
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 months from the date of
termination, subject to Section 18(a). In addition, at the end
of the
3
twelve 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 which the
date of termination occurs. For these purposes “Change in
Control” means the occurrence of any of the following
events:
(i) Stock Acquisition . The
acquisition by any individual, entity or group, within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), (a
“Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated u
