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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: SCOTTISH RE GROUP LTD | Scottish Holdings, Inc You are currently viewing:
This Employee Retention Agreement involves

SCOTTISH RE GROUP LTD | Scottish Holdings, Inc

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Title: EMPLOYMENT AGREEMENT
Governing Law: New York     Date: 7/11/2008
Industry: Insurance (Life)     Sector: Financial

EMPLOYMENT AGREEMENT, Parties: scottish re group ltd , scottish holdings  inc
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Exhibit 10.66
EMPLOYMENT AGREEMENT
          EMPLOYMENT AGREEMENT (“Agreement”) dated as of January 8, 2008 between Scottish Holdings, Inc. (the “Company”) and Daniel Roth (the “Employee”) (together, the “Parties”).
          WHEREAS, the Parties wish to establish the terms of Employee’s continued employment with the Company.
          Accordingly, the Parties agree as follows:
          1. Employment and Acceptance. The Company shall employ the Employee, and Employee shall accept employment, subject to the terms of this Agreement, on May 1, 2007 (the “Effective Date”).
          2. Term. Subject to earlier termination pursuant to Section 5 of this Agreement, this Agreement and the employment relationship hereunder shall continue from the Effective Date until the second anniversary of the Effective Date and shall renew for one (1) year intervals thereafter unless either party shall have given at least sixty (60) days advanced written notice to the other that it does not wish to extend the Term. As used in this Agreement, the “Term” shall refer to the period beginning on the Effective Date and ending on the date the Employee’s employment terminates in accordance with this Section 2 or Section 5. In the event of the Employee’s termination of employment during the Term, the Company’s obligation to continue to pay all base salary, as adjusted, bonus and other benefits then accrued shall terminate except as may be provided for in Section 5 of this Agreement.
          3. Duties and Title.
               3.1 Title. The Company shall employ the Employee to render exclusive and full-time services to the Company and its subsidiaries. The Employee shall serve in the capacity of Chief Restructuring Officer, and shall report solely and directly to the Chief Executive Officer of the Company. The Employee shall also serve during the Term in executive positions for one or more of the Company’s subsidiaries and affiliates for no additional consideration.
               3.2 Duties. The Employee will have such authority and responsibilities and will perform such executive duties as are customarily performed by a Chief Restructuring Officer of a company in similar lines of business as the Company and its subsidiaries or as may be assigned to Employee by the Chief Executive Officer of the Company. The Employee will devote all his full working-time and attention to the performance of such duties and to the promotion of the business and interests of the Company and its subsidiaries.
               3.3 Location. The Employee shall perform his full-time services to the Company and its subsidiaries in the Company’s Charlotte, NC office; provided that the Employee shall be required to travel as necessary to perform his duties hereunder.
          4. Compensation and Benefits by the Company. As compensation for all services rendered pursuant to this Agreement, the Company shall provide the Employee the following during the Term:

 


 
               4.1 Base Salary. During the Term, the Company will pay to the Employee an annual base salary of $350,000, payable in accordance with the customary payroll practices of the Company. The Employee’s annual base salary shall be reviewed annually and may be increased by the Company at its discretion during the Term. The Employee’s base salary, as increased from time to time shall be referred to herein as “Base Salary”.
               4.2 Bonuses. During the Term, the Employee shall be eligible to receive an annual bonus (“Bonus”) under a plan established by the Company in the amount determined by the Board of Directors of the Company (the “Board”) based upon achievement of performance measures established by the Company and approved by the Board. The Employee’s target bonus shall be 75% of Base Salary (the “Target Bonus”).
               4.3 Participation in Employee Benefit Plans. The Employee shall be entitled during the Term, if and to the extent eligible, to participate in all of the applicable benefit plans of the Company, which may be available to other senior executives of the Company. The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason without the Employee’s consent if such amendment, modification, suspension or termination is consistent with the amendment, modification, suspension or termination for other executives of the Company. Notwithstanding the foregoing, the Employee shall be entitled to 20 days of vacation for the 2007 calendar year, the carry-over of such vacation days shall be in accordance with the vacation policy of the Company.
               4.4 Equity Compensation. During the Term, the Employee shall be eligible to participate in an equity incentive compensation plan established by the Company or an affiliate of the Company (the “Equity Incentive Plan”) pursuant to the terms of the Equity Incentive Plan and any applicable agreements thereunder as determined from time to time by the Board.
               4.5 Expense Reimbursement. During the Term, the Employee shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.
               4.6 Relocation. Should the Employee decide to relocate his primary residence to Charlotte, N.C., the Company shall (a) reimburse the Employee (on a tax neutral grossed up basis) for expenses reasonably incurred by the Employee (not to exceed $75,000 in the aggregate) in connection with such relocation, in accordance with the relocation policies of the Company (the “Relocation Expenses”), and (b) pay to the Employee a one-time relocation bonus of $25,000. In addition, the Company shall provide the Employee with temporary housing and a rental car in Charlotte, N.C. and transportation to Charlotte, N.C. through the earlier of November 30, 2007 or such time as the Employee has relocated his primary residence to Charlotte, N.C. If the Employee has not relocated his primary residence to Charlotte, N.C. by November 30, 2007, the Company shall reimburse the Employee for his temporary housing starting December 1, 2007, such reimbursed amounts not to exceed $75,000 in the aggregate (the “Housing Expenses”). In the event that the Employee relocates his primary residence to Charlotte, N.C. subsequent to December 1, 2007, the Company shall reimburse the Employee for the Relocation Expenses in an amount not to exceed the difference of $75,000 minus the aggregate amount of Housing Expenses reimbursed by the Company. For purposes of

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this Section 4.6, the Employee shall not be deemed to have relocated his primary residence to Charlotte, N.C. until such date on which (i) he has sold his previous primary residence in New York City or (ii) he has purchased a new primary residence in Charlotte, N.C.
          5. Termination of Employment.
              5.1 By the Company for Cause or by the Employee or Due to Death. If: (i) the Employee’s employment terminates due to his death; (ii) the Company terminates the Employee’s employment with the Company for Cause (as defined below) or (iii) the Employee terminates his employment for any reason, the Employee, or the Employee’s legal representatives (as appropriate), shall be entitled to receive the following (the “Accrued Benefits”):
                    (a) the Employee’s accrued but unpaid Base Salary and benefits set forth in Section 4.3, if any, to the date of termination;
                    (b) the unpaid portion of the Bonus, if any, relating to the calendar year prior to the calendar year of the Employee’s death, termination by the Company for Cause or by the Employee, payable in accordance with Section 4.2; and
                    (c) expenses reimbursable under Section 4.5 incurred but not yet reimbursed to the Employee to the date of termination.
               For the purposes of this Agreement, “Cause” means, as determined by the Board (or its designee), with respect to conduct during the Employee’s employment with the Company, whether or not committed during the Term, (i) commission of a felony by Employee; (ii) acts of dishonesty by Employee resulting or intending to result in personal gain or enrichment at the expense of the Company or its subsidiaries; (iii) Employee’s material breach of his obligations under this Agreement; (iv) conduct by Employee in connection with his duties hereunder that is fraudulent, unlawful or grossly negligent; (v) engaging in personal conduct by Employee (including but not limited to employee harassment or discrimination, the use or possession at work of any illegal controlled substance) which seriously discredits or damages the Company or its subsidiaries; (vi) contravention of specific lawful direction from the person or entity to whom the Employee reports or continuing inattention to or continuing failure to adequately perform the duties to be performed by Employee under the terms of Section 3.2 of this Agreement or (vii) breach of the Employee’s covenants set forth in Section 6 below before termination of employment; provided, that, the Employee shall have fifteen (15) days after notice from the Company to cure the deficiency leading to the Cause determination (except with respect to (i) above), if curable. A termination for “Cause” shall be effective immediately (or on such other date set forth by the Company).
               5.2 By the Company Without Cause or due to Disability. If during the Term the Company terminates Employee’s employment without Cause (which may be done at any time without prior notice) or due to the Employee’s Disability (as defined below), upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company, the Employee shall be entitled to receive:
               (a) the Accrued Benefits;

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               (b) an amount equal to the sum of the Employee’s Base Salary and Target Bonus, payable in a lump sum, less standard income and payroll tax withholding and other authorized deductions; and
               (c) reimbursement of the employer portion of the cost (consistent with the Company’s policy for active employees) of continuation coverage of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for twelve (12) months or such earlier date that the Employee is covered under another group health plan, subject to the terms of the plans and applicable law.
          The Company shall have no obligation to provide the benefits set forth above in the event that Employee breaches the provisions of Section 6.
          For the purposes of this Agreement, “Disability” means a determination by the Company in accordance with applicable law that as a result of a physical or mental injury or illness, the Employee is unable to perform the essential functions of his job with or without reasonable accommodation for a period of (i) ninety (90) consecutive days; or (ii) one hundred eighty (180) days in any one (1) year period.
               5.3 No Mitigation; No Offset. The Employee shall be under no obligation to seek other employment after his termination of employment with the Company and the obligations of the Company to the Employee which arise upon the termination of his employment pursuant to this Section 5 shall not be subject to mitigation or offset.
               5.4 Removal from any Boards and Position. If the Employee’s employment is terminated for any reason under this Agreement, he shall be deemed to resign (i) if a member, from the Board or board of directors of any subsidiary of the Company or any other board to which he has been appointed or nominated by or on behalf of the Company and (ii) from any position with the Company or any subsidiary of the Company, including, but not limited to, as an officer of the Company and any of its subsidiaries.
               5.5 Nondisparagement. The Employee agrees that he will not at any time (whether during or after the Term) publish or communicate to any person or entity any Disparaging (as defined below) remarks, comments or statements concerning the Company, its parents, subsidiaries an

 
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