CONTRACT OF EMPLOYMENT
BETWEEN:
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(1)
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Allied World
Assurance Company (Europe) Limited registered as an overseas
company at 22 Billiter Street, 3 rd Floor — West,
London EC3M 2SS, United Kingdom (the “Company" );
and
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(2) Mr John Redmond, 22 The Paddocks,
Weybridge, Surrey KT13 9RL
This Contract of Employment (the
“Agreement” ) sets out the terms and conditions
of your employment with the Company at the 1st of
January 2007. From this date hereof, the following terms and
conditions of permanent employment shall supersede any prior terms
and conditions of permanent employment between you and Allied World
Assurance Company (Europe) Limited and Allied World Assurance
Company Holdings, Ltd or any of its subsidiaries; it is the only
legally binding agreement between the parties relating to your
employment by the Company or any Group Company (as defined
below).
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1.
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Definitions
and Interpretation
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1.1
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In this
Agreement, “Group Company” shall mean any
undertaking (other than the Company) which from time to time is the
Company’s subsidiary or its ultimate holding company or is a
subsidiary of the Company’s ultimate holding company. The
words “subsidiary” and “holding
company” shall have the meanings attributed to them by
the Companies Act 1985, as amended, and “ultimate holding
company” shall mean a holding company which is not also a
subsidiary.
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2.
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Commencement
and Continuous Employment
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2.1
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Your start date
with the Company was the 2 nd July 2002 (the
“Commencement Date" ).
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2.2
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Your employment
with the Company shall continue (subject to the provisions of this
Agreement) until terminated by either party giving to the other not
less than three months’ notice in writing.
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2.3
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Except as
otherwise provided in clause 2.1 above, no employment with a
previous employer counts as part of your period of continuous
employment with the Company and therefore your continuous
employment begins on the Commencement Date.
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3.1
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You shall be
employed as the President of Allied World Assurance Company
(Reinsurance) Limited and Allied World Assurance Company (Europe)
Limited or in such other capacity of a like status on the terms set
out in this Agreement.
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3.2
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You shall carry
out your duties in a proper, loyal and efficient manner and use
your best endeavours to promote the interests and reputation of the
Company and any Group Company. You shall carry out your duties in a
competent manner.
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3.3
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The Company
reserves the right to require you to perform other duties
consistent with your position, including, if so required, acting as
a director of the Company or any Group Company.
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3.4
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You shall at
all times keep the Board of Directors of the Company (the
“Board” ) promptly and fully informed (in
writing if so requested) of your conduct of the business or affairs
of the Company and any Group Company and provide such explanations
of your conduct as the Board may require.
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Your
normal place of work is 22 Billiter Street, 3 rd Floor
— West, London EC3M 2SS or such other location in the United
Kingdom as may be required by the Company. The Company may from
time to time require you to undertake any travel as may be
necessary for the proper performance of your duties.
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5.
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Working on
Behalf of Other Group Companies
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As
part of this Agreement the Company may require you to perform your
duties on behalf of other Group Companies without any entitlement
to additional remuneration.
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6.
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Changes to
Your Terms of Employment
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6.1
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The Company
reserves the right to make changes to your terms and conditions of
employment.
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6.2
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You will be
notified of minor changes by way of notice to all employees and any
such changes will take effect from the date of notice.
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6.3
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You will be
given not less than one month’s notice of any significant
changes to your terms and conditions of employment. Such changes
will take effect within one month of such notice.
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7.1
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Your salary is
£177.376 per annum payable monthly in arrears on the 25
th day of each month. Payment of salary for an
incomplete monthly period of service is calculated on the basis of
annual salary divided by 260 (the total number of working days in a
calendar year) and multiplied by the number of actual days worked
in the period.
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7.2
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You will
receive no additional payment for any overtime worked.
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(a)
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You will be
eligible for a discretionary annual bonus which will be
approved by the Company, and will be based on individual and
Company
performance. In the first and last years of employment bonuses will
be
pro–rated according to the length of time you have been
employed from the
Commencement Date.
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(b)
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Bonuses, where
appropriate, are only payable if the individual has not resigned
and has not received or given notice of termination at the date the
bonus is paid.
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(c)
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The Company
reserves the right to change the nature of the bonus, the timing
and amount of payment and the method of calculation. The Company
reserves the right to discontinue the bonus scheme at any time
without notice.
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7.4
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Your salary
will be reviewed annually.
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7.5
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You shall not
be entitled to any fees in respect of your directorship of the
Company or any Group Company.
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Your
normal hours of work are 9:30 a.m. to 5:30 p.m. Monday to Friday
with a lunch break of one hour, which should start between 1:00
p.m. and 2:00 p.m. (for example, 1:30 p.m. to 2:30 p.m.). You may
be required to work outside these hours in the course of performing
your duties without further remuneration. The Company reserves the
right to vary your normal working hours upon reasonable notice to
you.
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9.1
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Your leave
entitlement is 27 working days on full pay in addition to the usual
public holidays in England and Wales.
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9.2
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The holiday
year runs from 1 January to 31 December. Holiday request forms
must be completed, approved by your manager and returned to Human
Resources. Leave entitlement (to a maximum of five days) may only
be carried forward to a subsequent year on an exceptional basis and
with the approval of your manager. Any leave not taken in the
calendar year (or permitted carry forward period) will be
lost.
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9.3
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In the first
year of employment, leave will be on a pro-rata basis to 31
December of the year of joining.
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9.4
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In the year of
termination, holiday entitlement will be pro-rated. The Company may
require you to take any outstanding holiday entitlement in any
calendar year during any notice period.
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9.5
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In the event of
termination, you shall either be entitled to salary in lieu of any
outstanding pro-rata holiday entitlement or be required to repay to
the Company any salary received in respect of holiday taken in
excess of your pro-rata holiday entitlement. Such payment will be
calculated on the basis of 1/260th of your annual salary for each
day of outstanding or excess holiday entitlement, as appropriate.
Where your employment is terminated pursuant to clause 14, you will
only be entitled to such sum as the Company may in its absolute
discretion decide in lieu of holiday not taken at the date your
employment terminates.
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10.1
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If you are
absent from work because of sickness or injury you must:
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10.1.1
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notify your
manager or Human Resources before 10.00 a.m. on the first morning
of absence and inform the Company of your expected date of
return;
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10.1.2
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complete and
return to the Company a self-certification form in respect of the
first seven days (including weekends) of any sickness absence;
and
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10.1.3
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provide the
Company with a medical certificate from your GP or other registered
medical practitioner for periods of sickness absence over seven
days (including weekends) and with medical certificates for each
subsequent week of sickness absence. The Company may, in certain
circumstances, require a certificate from your GP for periods of
sickness of less than 7 days’ duration. You will be
notified if this is required, and, in this case, any fee charged by
your GP will be reimbursed by the Company.
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11.
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Medical
Reports and Pay During Sickness
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11.1
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The Company
may, at any time require you to undergo a medical examination at
the Company’s expense by a medical practitioner nominated by
the Company, the results of which will be disclosed to the
Company.
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11.2
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Provided you
have complied with the procedures referred to in clause 11, you
will be entitled to be paid your full pay for periods of sickness
absence of not more than six months (whether consecutive or not) in
any period of 12 consecutive months. Thereafter you may be paid at
the discretion of the Company. Payments of sick pay will be reduced
by any state sickness benefit you may be entitled to receive and
any payments that you receive under clause 12.4.
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11.3
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During any
prolonged period of sickness absence the Company shall be entitled
at any time to appoint a further employee to carry out your
duties.
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Membership of a Defined Contribution Pension
Plan (the “Pension Plan" ) is available to all
employees who have completed six months’ service with the
Company and is subject to a minimum age of 18. Membership is
subject to the rules of the Pension Plan and the Inland Revenue
limits from time to time. Details of the Pension Plan are available
from Human Resources.
The
Company shall pay premiums to a life assurance scheme selected by
the Company and approved by the Inland Revenue save that the
Company shall not be bound to pay such premiums to the extent that,
and for as long as, in the opinion of the Company, life assurance
at appropriate levels cannot reasonably be obtained for
