1. This
Separation Agreement (“ Agreement ”), dated as
of May 5, 2009, is by and between Frank J. Bramanti (“
Executive ”) and HCC Insurance Holdings, Inc., a
Delaware corporation (“ Company ”).
2. The
Company currently employs Executive as its Chief Executive Officer
(“CEO”) pursuant to an Amended and Restated Employment
Agreement entered into on December 19, 2008, but effective as
of January 1, 2007 (the “ Employment Agreement
”). Executive also serves as a director of the Company and
certain of the Company’s wholly owned subsidiaries. All
references in this Agreement to the Company shall be deemed to
include, unless the context otherwise requires, all of the
subsidiaries of the Company. Executive hereby resigns from his
position as CEO effective as of May 5, 2009 and resigns from
all of his other positions as an officer of the Company and each of
its subsidiaries effective as of May 18, 2009 (the “
Effective Date ”). Executive hereby also resigns as a
director of each of the Company’s subsidiaries as of the
Effective Date, but shall remain a director of the Company until
such time as his term as a director ends and he is not re-elected.
Beginning on the Effective Date and for so long as he continues to
serve as a Director, Executive shall be compensated as an outside
director.
3. The
parties agree that Executive has received all sums owing to him by
the Company pursuant to the Employment Agreement for salary and
benefits accruing through the Effective Date except for:
(a) payment for accrued but unused vacation; (b) expenses
for which he is entitled to reimbursement; and (c) salary
payments arising after April 30, 2009. Executive hereby waives
payment for accrued but unused vacation to which he may be
entitled. In consideration for the terms of this Agreement, within
five days of the Effective Date, the Company shall pay Executive an
amount in cash equal to $1,000,000 plus salary payments accrued
from the date hereof through the Effective Date, less in each case
normal tax and other withholdings, payable in accordance with the
Company’s usual payment procedures. Executive shall submit
requests for reimbursement of unpaid expenses incurred prior to the
Effective Date within 60 days of the Effective Date, for which
the Company shall reimburse him in accordance with its usual policy
with regard to reimbursement of employees.
4. During the
month of May, 2009, the Company shall make one final contribution
to Executive’s Participant’s Account as provided in the
HCC Insurance Holdings, Inc. NonQualified Deferred Compensation
Plan for Frank J. Bramanti (the “ Deferred Compensation
Plan ”). The Effective Date will constitute
“Participant’s Separation From Service” under the
Deferred Compensation Plan and Executive’s rights under the
Deferred Compensation Plan shall thereafter be as provided
therein.
5. Following
the Effective Date, all of Executive’s and the
Company’s obligations under the Employment Agreement that are
performable prior to the Effective Date shall be terminated and of
no further force and effect. In accordance with the terms of the
Employment Agreement, the following agreements shall survive the
termination of the Employment Agreement:
In accordance with
Sectio
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