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Exhibit 10.2
SEPARATION AND RELEASE AGREEMENT
This
Separation and Release Agreement (this " Agreement
"), dated as of December 31, 2006, confirms the following
understandings and agreements between Allied World Assurance
Company Holdings, Ltd (the " Company ") and Jordan M.
Gantz (hereinafter referred to as " you " or "
your ").
1.
Employment Status . You have voluntarily terminated your
employment with the Company and its subsidiaries effective on the
close of business on December 31, 2006 (the "
Termination Date "). You hereby confirm your
resignation from any and all positions you held as an employee,
officer or director of the Company or its subsidiaries as of the
Termination Date.
2.
Separation Payments and Benefits .
(a) The
Company agrees to continue to pay your base salary (at a rate of
$425,000 per annum) during the nine (9) month period (the "
Severance Amount " ) immediately following the
Termination Date (the " Severance Period ") in
accordance with the Company’s normal payroll practices. If
the parties agree, you may receive a discounted lump sum payment of
the Severance Amount to be paid by January 31, 2007.
(b) You
will be entitled to continued participation, on the same basis
(including without limitation, cost contributions) as the other
senior executives of the Company or its subsidiaries, in any
medical or dental plan maintained by the Company or its
subsidiaries in which you were participating until the Termination
Date (the " Welfare Plans "). Thereafter, the Company
will pay up to $1000/month to you for benefits equivalent to those
provided under the Welfare Plans through a medical plan provider of
your choice in the State of Arizona until the earlier of
(x) the end of the Severance Period or (y) the date, or
dates, you are eligible to receive benefits under the same type of
plan of a subsequent employer.
(c) You
will be entitled to a cash payment equal to the value of all unused
vacation accrued through the Termination Date calculated in
accordance with the Company’s vacation policy to be paid by
January 31, 2007.
(d) You
will be entitled to receive all benefits, if any, that have accrued
to your benefit through the Termination Date under the employee
benefit plans and programs in which you participated as an employee
of the Company or its subsidiaries in the manner and in accordance
with the terms of such plans and programs. The Company agrees that
the amounts under the Company’s Supplemental Executive
Retirement Plan shall vest fully upon the Termination Date.
(e) All
vested Options shall, in accordance with the terms of the
Company’s Amended and Restated 2001 Employee Stock Option
Plan, remain exercisable for the three (3) month period
following the Termination Date, at which point, any Options not
exercised shall expire.
(f) In
connection with the Leasing Agreement, dated October 31, 2005
(the " Leasing Agreement "), pursuant to which you
lease the premises Why Not, 20 Crown Hill,
Devonshire DV 03 (the " Premises "), you have
notified the Landlord (as defined in the Leasing Agreement), in
writing, of your intention to terminate the Leasing Agreement in
accordance with paragraph 5(d) thereof. The Company will pay the
rent and utility costs relating to the Premises until
December 31, 2006. In connection therewith, you agree to fully
vacate the Premises on or prior to December 31, 2006.
(g) In
connection with your repatriation, the Company will provide you
with an allowance of $100,000 to cover your travel between Bermuda
and your home in the United States, and to cover the various costs
and expenses of shipping your household goods and personal effects
to the United States to be paid by January 31, 2007.
(h) The
Company will continue to arrange and pay for the provision of the
services of the accounting firm, KPMG, in order to prepare your
2006 and 2007 tax returns.
(i) The
Company confirms that you will be entitled to reimbursement by the
Company of the additional tax obligation caused by the U.S. Tax
Increase and Prevention and Reconciliation Act 2005 for 2006 in
accordance with the policy set out by the Company by email on 15
th June 2006 to its
U.S. citizen employees.
(j) The
Company shall promptly reimburse you for any unreimbursed
reasonable business expenses incurred by you in accordance with the
terms of applicable Company policy, subject to your submission of
appropriate documentation to the Company, as may be required by
such policy, within a reasonable time following the date
hereof.
(k) The
Company agrees that to the extent the Company communicates with its
staff or with your prospective employers regarding your separation
from the Company, the substance of any such communication shall be
as set forth in Exhibit A.
(l) From
and after the Termination Date, except for such rights as are
granted by this Agreement, you will no longer be entitled to
receive any further payments, compensation or other monies
(including severance compensation) from the Company or any of its
subsidiaries or to receive any of the benefits or participate in
any benefit plan or program of the Company or any of its
subsidiaries, including without limitation, any salary payment,
bonus payment, severance payment, salary continuation payment,
accrued vacation or unused personal days and expense
reimbursements.
3.
Release .
(a) As
used in this Agreement, the term "claims" will include all claims,
covenants, warranties, promises, undertakings, actions, suits,
causes of action, obligations, debts, accounts, attorneys’
fees, judgments, losses and liabilities, of whatsoever kind or
nature, in law, equity or otherwise.
(b) For
and in consideration of the payments and benefits described in
paragraph 2 above, and other good and valuable consideration, you,
for and on behalf of yourself and your heirs, administrators,
executors and assigns, effective the date hereof, do fully and
forever release, remise and discharge the Company, its direct and
indirect parents, subsidiaries and affiliates, together with their
respective officers, directors, partners, shareholders,
employees
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and agents (collectively, and with the Company, the "
Group ") from any and all claims which you had, may
have had, or now have against the Group, for or by reason of any
matter, cause or thing whatsoever, including any claim arising out
of or attributable to your employment or the termination of your
employment with the Company, including but not limited to claims of
breach of contract, wrongful termination, unjust dismissal,
defamation, libel or slander, or under any federal, state or local
law dealing with discrimination based on age, race, sex, national
origin, handicap, religion, disability or sexual preference. This
release of claims includes, but is not limited to, all claims
arising under the Age Discrimination in Employment Act ("
ADEA "), Title VII of the Civil Rights Act, the
Americans with Disabilities Act, the Civil Rights Act of 1991, the
Family Medical Leave Act, the Equal Pay Act, the New York Human
Rights Law, the New York City Administrative Code, the Employment
Act 2000 of Bermuda, the Human Rights Act 1981 of Bermuda, each as
may be amended from time to time, and all other federal, state and
local labor and anti-discrimination laws, the common law and any
other purported restriction on an employer’s right to
terminate the employment of employees.
(c) You
specifically release all claims relating to your employment and its
termination under ADEA, a United States federal statute that, among
other things, prohibits discrimination on the basis of age in
employment and employee benefit plans.
(d) You
are specifically agreeing to the terms of the release contained in
this paragraph 3 because the Company has agreed to pay you money
and other benefits to which you were not otherwise entitled under
the Company’s policies, and has provided such other good and
valuable consideration as specified herein. The Company has agreed
to provide this money and other benefits because of your agreement
to accept it in full settlement of all possible claims you might
have or ever had, and because of your execution of this
Agreement.
(e) Notwithstanding
any provision of this paragraph 3 to the contrary, by exe
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