EXHIBIT 10(s)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, made this 25th day of July 1994, by
and between SCOR Reinsurance Company, a New York corporation
having its principal place of business at 110 William Street, New
York, New York (the "Company") and John D. Dunn, Jr., an
individual residing at 94 Susan Drive Chatham, New Jersey 07928
(the "Employee").
WHEREAS, Company desires to employ Employee in connection
with its insurance business and operations and Employee desires
to accept such employment on the terms and conditions hereinafter
set forth.
NOW, THEREFORE, upon the premises and conditions set forth
herein the parties hereto mutually agree as follows:
1. Employment.
The Company agrees to employ Employee to serve the Company
as a Senior Vice President, and as manager of its treaty
department, or in such other capacities as the Board of Directors
or executive management of the Company may from time to time
determine, and to perform such services and duties for the
Company and/or its subsidiaries and affiliates as the Company may
determine. Employee agrees to serve the Company in such capacity
and to perform said duties and services faithfully and the best
of his ability; and to devote his full business time and
attention to the performance of his duties hereunder, to the
exclusion of any other business, except charitable, educational
or other public interest purposes.
2. Employment Period.
Employee's employment hereunder shall commence on July 25,
1994 ("Commencement Date"), and shall continue for a period of
two (2) years until July 25, 1996 ("Employment Period"), unless
terminated sooner pursuant to Paragraph 3 below, or extended as
provided herein. At the conclusion of the initial term of the
Employment Period and each period thereafter, the Employment
Period shall be automatically extended for periods of one (1)
year each unless terminated by either party giving written notice
to the other party of its intention to so terminate not less than
three (3) months prior to the expiration of the then-current
Employment Period, whereupon, upon the expiration of such
Employment Period the Employee's employment hereunder and this
Agreement shall terminate.
3. Termination.
(a) If Employee should die during the Employment Period,
the Employment Period and Employee's employment hereunder shall
terminate as of the date of death.
(b) In the event that Employee, by reason of illness or
physical or mental disability shall be unable to perform the
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services required of him hereunder for more than one hundred and
eighty (180) calendar days in the aggregate (excluding infrequent
and temporary absences due to ordinary transitory illness) during
any twelve (12) month period, Employee's employment by Company
shall be terminable by Company and shall terminate at the end of
the month following the month in which Company has given written
notice to Employee of its intention to so terminate because of
disability, but without prejudice to any payments due Employee in
respect of disability. The term "disability" for the purposes of
this Agreement shall have the same meaning as under the short
term disability benefit plan of the Company as in effect at the
time of the Employee's disability.
(c) If Employee's employment hereunder is terminated by the
Company prior to July 25, 1996 for any reason other than pursuant
to subparagraphs (a), (b) and (d) hereof, (subject to compliance
by the Employee with the provisions of Paragraphs 8, 9 and 10
below), as liquidated damages, and/or severance pay, and as
additional consideration for the Employee's undertakings under
Paragraphs 8, 9 and 10 below, the Company shall (i) for the
longer of a period of one (1) year from the date of termination
or the remaining term of the Employment Period, make bi-weekly
payments to the Employee, in an amount equal to the bi-weekly
salary payable to the Employee immediately prior to such
termination, and (ii) use its best efforts to provide for
Employee's continued participation, for the longer of a period of
one (1) year or the remaining term of the Employment Period, but
in no event to exceed eighteen (18) months, in all death, medical
and dental benefit plans of the Company as if Employee were still
employed under this Agreement during such period; provided that
Employee shall continue to pay for participation in such plans
such amounts as would have been payable if his employment had not
been terminated. The payments under this subparagraph 3(c) shall
be in lieu of any compensation or benefits under Paragraph 4
below accruing after the date of such termination or under any
severance plan of the Company.
(d) Employee's employment hereunder may be terminated by
the Company for "good cause" on not less than five (5) days'
prior written notice of termination to Employee. The term "good
cause" shall mean and include: (i) Employee's failure to
substantially perform his duties hereunder for any reason or
failure to devote his full business time to the affairs of the
Company and such failure is not discontinued within a reasonable
period of time, in no event to exceed thirty (30) days, after
Employee recieves written notice from the Company of such
failure; or (ii) Employee's commission of an act or acts of
dishonesty resulting or intended to result directly or indirectly
in gain or personal enrichment at the expense of the Company; or
(iii) if Employee is grossly negligent or engages in misconduct
or insubordination in the performance of his duties hereunder; or
(iv) Employee's breach of his obligations under paragraph 9
below, relating to confidential information; or (v) if Employee
engages in or commits any other serious dereliction of duty not
specified above; or (vi) the willful violation by Employee of any
law or regulation thereunder governing his activities affecting
the performance of his duties hereunder or the violation of any
law or regulation thereunder by the Company by willful action or
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omission for which the Employee is responsible.
(e) If, during the Employment Period, the Employee's
employment by the Company is terminated by the Company pursuant
to Paragraphs 3(a), (b) or (d) above, or is terminated by the
Employee for any reason, the Employee shall not be entitled to
receive any compensation under Paragraph 4 accruing after the
date of such termination or any payment under subparagraph 3(c)
above, and the Employment Period and this Agreement shall
terminate forthwith upon such termination of employment.
4. Compensation and Benefits.
As compensation for the performance by Employee of his
duties under this Agreement during the Employment Period
including the undertakings set forth in Paragraphs 8 and 9 below,
Company agrees as follows:
(a) The Company shall pay to Employee a salary at the
annual rate of not less than $215,000 payable in equal bi-weekly
installments, subject to periodic review and adjustments to be in
the Company's discretion in accordance with the Company's
customary practices for executive salaries. It is further agreed
that if any change in the Employee's salary occurs during the
term of employment under this Agreement, such change shall not be
construed as a cancellation, amendment or rescission of this
Agreement, and this Agreement shall nevertheless continue in full
force and effect, in accordance with its terms and provisions,
for the full term thereof.
(b) The Company shall, within fifteen (15) days from the
Commencement Date, pay to Employee a one-time bonus of twenty-
five thousand ($25,000) dollars. In addition, commencing as of
January 1, 1995 Employee shall participate in the Company's
current bonus plan in accordance with current practice or, upon
adoption by the Company, in any new bonus plan in accordance with
its terms.
(c) Employee shall participate during the Employment Period
in the Company's Stock Option Plan for Key Employees. At the
first stock option grant date after the commencement of the
Employment Period Employee shall be awarded, subject to approval
of the Compensation Committee of the Board of Directors of the
Company ("Compensation Committee"), a stock option grant of
fifteen thousand (15,000) shares. Nothing in this subparagraph
(c) shall preclude the Company from amending or terminating any
such plan at any time.
(d) As performance based incentive compensation for 1994,
and if Employee achieves certain performance objectives for 1994
as established by the Executive Management of the Company and to
be annexed hereto within 60 days from the Commencement Date,
Employee shall be granted an award which shall not be less than
Fifty Thousand ($50,000) Dollars. Such award shall be payable on
or about March of 1995.
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(e) Employee shall participate in all Company health,
welfare, pension and other employee benefit plans, fringe benefit
plans (including insurance plans and vacation plans or policies)
and all incentive plans in which all other officers of the
Company are eligible to participate during the Employment Period,
subject in all events to the terms and conditions of such plans
as in effect from time to time. Nothing in this subparagraph (e)
shall preclude the Company from amending or terminating any such
plans at any time.
(f) Employee shall be entitled to an automobile to be
leased by the Company for a period of three (3) years for
Employee's business and personal use during the Employment
Period, such lease expense not to exceed $550.00 per month; and
payment or reimbursement for automobile insurance expenses for
such three (3) year period; and to payment or reimbursement of
the annual fees and dues for one country club membership, such
fees and dues not to exceed $3,600 or such other amount as is
specifically approved from time to time by the President of the
Company, and payment or reimbursement of a non-negotiable
proprietary certificate currently in the amount of $4,500
relating to such country club membership and subject to periodic
adjustment as requested by the club; provided that the Company
shall hold such certificate and, in the event of termination of
Employee's employment hereunder, for any reason, Employee will
reimburse the Company for the entire amount of such certificate
and, upon recipt of such reimbursement, the Company shall release
the certificate to Employee.
All compensation payable under this Paragraph 4 will be subject
to such deductions and imputed income as may from time to time be
legally required.
5. Supplemental Retirement Benefit.
In addition to the other compensation and benefits Employee
shall receive pursuant to Paragraph 4 above, the Company shall
provide Employee with a supplemental retirement benefit to be
paid at the earlier of termination of Employee's employment with
or retirement from the Company.
(a) When expressed as a single life annuity commencing on
Employee's Normal Retirement Date, as such term is defined in the
SCOR U.S. Group Pension Plan (the "Qualified Plan"), the
supplemental retirement benefit shall equal the amount in excess
of (x) minus (y) where:
(x) is the aggregate retirement benefits that, when
expressed as a single life annuity commencing on Employee's
Normal Retirement Date, the Employee would have been
entitled to receive under the Qualified Plan, the SCOR U.S.
Group Supplemental Retirement Plan (the "SRP") and under any
and all other defined benefit, target benefit or money
purchase pension plans of the Company, its subsidiaries and
affiliates that may hereafter be applicable to the Employee
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during the Employment Period (collectively, with the
Qualified Plan and the SRP, the "Retirement Plans") if
Employee's employment had commenced on July 25, 1989 (and
had continued without interruption until termination of his
employment hereunder) and the Company had paid him
compensation for the five year period prior to the
Employment Period at an annual rate equal to a total of
$265,000; and,
(y) is the aggregate retirement benefits that, when
expressed as a single life annuity commencing on Employee's
Normal Retirement Date, the Employee in fact is or becomes
entitled to receive under the Retirement Plans.
For purposes of this Agreement, the value of any benefit paid
under the Retirement Plans commencing at a time other than the
Employee's Normal Retirement Date or in a form other than a
single life annuity shall be calculated using the mortality and
interest rate assumptions then in use for calculating optional
forms of benefits under the Qualified Plan.
(b) The supplemental retirement benefit provided herein
shall not be forfeitable for any reason other than a termination
of Employee's employment by the Company for "good cause" pursuant
to Paragraph 3(d) above. The Company's obligation to provide
such supplemental retirement benefit shall survive the
termination of this Agreement. No provision of this Paragraph 5
shall prevent the Company from amending or terminating any of the
Retirement Plans at any time.
6. Placement of Insurance.
During the Employment Period, Employee agrees that all
policies of insurance, reinsurance and other related business
solicited by the Employee shall be placed by the Employee only
through such facilities of the Company and its affiliates, as may
be made available by the Company in its discretion. Employee
agrees to comply with Company's manuals, rules, restrictions and
specific underwriting instructions relative thereto. Employee
further agrees not to solicit any other insurance, reinsurance or
related business except for the benefit of the Company. During
the Employment Period, Employee shall not, directly or
indirectly, in any manner solicit, accept or service for or on
behalf of himself or any third party, or divert or cause to be
diverted to any third party, any insurance, reinsurance or
related business. Employee further agrees that, during the
Employment Period, Employee shall not act for the benefit of any
competitor of Company or in any way inconsistent with Company's
best interests.
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7. Ownership of Accounts.
All insurance, reinsurance and related business accounts
produced by Employee during the period of the employment
relationship with Company shall be for the account of Company or
other third parties designated by Company and Employee shall not
acquire nor retain any right, title or interest in said accounts.
All renewals and expirations on all such insurance, reinsurance
business produced, as well as all correspondence, reports, files
and other data relating thereto, shall be and remain the absolute
and exclusive property of Company.
8. Non-Solicitation.
Employee agrees that for a period of one (1) year following
the date of termination of Employee's employment relationship
with Company, by Employee for any reason or by Company pursuant
to Paragraph 3 above, Employee will not, directly or indirectly,
in any capacity whatsoever (either as an employee, officer,
director, shareholder, proprietor, partner, joint venturer,
consultant or otherwise), in any way seek to induce, bring about,
promote, facilitate, or encourage the discontinuance of, or in
any way solicit, sell to, divert, serve, quote rates on, given
proposals on, or accept or receive any insurance or reinsurance
business which Employee personally, alone or in combination with
others, handled, serviced or solicited at any time during the one
(1) year period immediately preceding termination of the
employment relationship. The provisions of this paragraph 8
shall survive the termination of this Agreement.
9. Confidential Information.
Employee acknowledges and recognizes that in the course of
his employment he has had and will continue to have access to
confidential accounts or information of Company relating to
persons, firms and corporations which are customers of Company
during the term of the employment relationship, such confidential
information includes but is not limited to insurance and
reinsurance contract expiration dates, terms, conditions and
rates, and familiarity with customer's risk characteristics.
Employee agrees that he will not, without prior written consent
of Company during the term of employment and for one (1) year
thereafter, except as may be required during the course of his
employment hereunder, directly or indirectly disclose,
communicate, divulge, copy, or make use of any such confidential
information. The provisions of this paragraph 9 shall survive
the termination of this Agreement.
10. Non-Piracy.
Employee agrees that, for a period of one (1) year following
the date of termination of Employee's employment relationship
with Company, by Employee for any reason or by Company pursuant
to Paragraph 3 above, he will not employ, or engage, or seek to
employ, or engage for himself or for others any person who has
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worked for Company during the one (1) year period immediately
preceding the date of any such termination, nor shall he have an
interest in, directly or indirectly, any business entity in any
insurance or related business which shall, with Employee's direct
or indirect participation, employ, or engage or seek to employ
any person who has worked for Company as aforesaid, nor shall he
directly or indirectly urge or attempt to urge, request, advise,
entice or attract any employee of Company to terminate their
employment with Company for any reason or purpose whatsoever.
(a) Employee shall be deemed to have an interest in a
business entity if he owns, directly or indirectly, more than
FIVE PERCENT (5%) of any class of stock of such business entity,
or if he manages, operates, controls, participates in or is
connected, directly or indirectly, with such business entity in
any manner, including without limitation, as a director, officer,
employee, owner, partner, agent, advisor, or consultant.
The provisions of this Paragraph 10 shall survive the
termination of this Agreement.
11. Remedies.
Employee acknowledges that a breach of the agreements set
forth in Paragraphs 7, 8, 9 and 10 hereof would result in
irreparable and continuing damage to Company for which there will
be no adequate remedy at law, and Employee agrees that any
violation or threatened violation of such agreements may be
enjoined through proper action filed in a court of competent
jurisdiction, and that any such injunction shall be in addition
to any other remedies available to the Company. In addition to
and not in lieu of any other remedies to which Company may be
entitled, in the event of a failure to comply with any of the
provisions of Paragraphs 7, 8, 9 and 10 hereof, Employee agrees
to pay, or to cause his new employer or affiliate or other
business entity in which he has an interest to pay, promptly to
Company an amount equal to 50% of any premiums, commissions, fees
or other monies received or derived by reason of such breach,
violation or failure to comply during the one (1) year period
following such breach, violation or failure to comply, together
with all sums expended or costs incurred by Company to enforce
such provisions.
12. Copy of Agreement.
In the event of the termination of the Employee's employment
relationship with Company, Employee agrees, prior to the
commencement of any new employment, to advise any new employer in
the insurance or related business of the terms of this Agreement,
and to furnish (and to consent to furnishing by Company) such new
employer with a copy of this Agreement.
13. Waiver of Breach.
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The waiver by Company of a breach of any provision of this
Agreement by Employee shall not operate or be construed as a
waiver of any subsequent breach of Employee.
14. Entire Agreement.
The Agreement and attached addendum, if any, constitutes the
entire agreement of the parties with respect to the subject
matter hereof and supersedes any previous communications,
representations, arrangements or agreements, whether oral and
written.
15. Notice.
Any notices or other communications to be given under this
Agreement shall be in writing and shall be given by delivering
personally or by mailing, by certified or registered mail, return
receipt requested, addressed as follows:
To Company: SCOR Reinsurance Company
110 William Street
New York, NY 10038
Attn: General Counsel
To Employee: John D, Dunn, Jr.
94 Susan Drive
Chatham, NJ 07928
or to such other address as either party may give to the other by
written notice given in the manner herein provided.
16. Severability.
The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as
if the invalid or unenforceable provision had been omitted.
17. Assignment.
This Agreement shall be binding upon and inure to the
benefit of Company, its successor and assigns and to the benefit
of Employee, his heirs and legal representatives. This Agreement
is not assignable by Employee and the right of Employee to
receive payment for his services is hereby expressly agreed to be
non-assignable and non-transferrable, except as otherwise
specifically provided herein.
18. Governing Law.
This Agreement shall be governed by and interpreted under
the laws of the State of New York.
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19. Captions.
The headings and captions contained in this Agreement are
for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
20. Amendment.
This Agreement may only be amended by a written document
signed by the parties.
IN WITNESS WHEREOF, the parties have executed this
Agreement, as of the day and year first above written.
SCOR Reinsurance Company
By: Jerome Karter
President
John D. Dunn, Jr., Employee
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