EXHIBIT 10.26
DATED: 26th October 1995
SOREMA (UK) UNDERWRITING
MANAGEMENT LIMITED (1)
-and-
SOREMA (UK) REINSURANCE LIMITED (2)
-and-
RUSSELL JOHN ENGLISH (3)
SERVICE AGREEMENT
THIS AGREEMENT IS MADE BETWEEN:
(1) SOREMA UNDERWRITING MANAGEMENT LIMITED (Registered Number 2279272)
whose registered office is at 16 Eastcheap, London EC3M 1BD (the
"Company") and
(2) SOREMA (UK) REINSURANCE LIMITED (Registered Number 2494812) whose
registered office is at 16 Eastcheap, London EC3M 1BD ("Reinsurance")
(3) RUSSELL JOHN ENGLISH (the "Executive") of 16, Onslow Road, Richmond,
Surrey TW10 6QF.
WHEREAS:
The Executive has been employed by the Company as Managing Director of the
Company. Specialist Risk Underwriters Limited and Reinsurance and as General
Manager of SOREMA (UK) Group Limited (collectively "the Associated Companies")
and the parties wish his employment as such by the Company to continue on the
terms and conditions set out in this Agreement in substitution for any previous
agreement or arrangement.
IT IS AGREED:
1. Appointment and term
The Company shall employ the Executive and the Executive shall serve
the Associated Companies as Managing Director of the Company,
Specialist Risk Underwriters Limited and Reinsurance and as General
Manager of SOREMA (UK) Group Limited with effect from 1st March 1995.
The Company by its Chairman of its Board of Directors may terminate the
employment at any time by giving not less than 24 calendar months'
notice in writing to the Executive and the Executive may terminate the
employment at any time by giving not less than 6 calendar months'
notice in writing to the Company. Both the Company and the Executive
are entitled to elect for the Executive's employment to be terminated
by payment by the Company in lieu of notice for all or any part of the
period of notice given by the Company. For avoidance of doubt such
payment shall include but is not limited to salary, bonus, pension,
motor car allowance, medical insurance, death in service assurance,
permanent health insurance and subscriptions.
2. Duties
2.1 During his employment hereunder the Executive shall:
(a) perform the duties and exercise the powers
and functions which from time to time may
reasonably be assigned to or vested in him
by the Chairman or Board of Directors (the
"Board") of the Company in relation to the
Company and any Associated Company at such
place or places within the United Kingdom as
the Board shall determine,
(b) during working hours devote the whole of his
time, attention and ability to his duties
hereunder and shall faithfully and loyally
serve the Company to the best of his ability
and use his utmost endeavors to promote its
interests in all reasonable respects;
in accordance with English law and relevant
recommended practices applicable to insurance and
reinsurance companies.
3. Remuneration
3.1 As remuneration for his services hereunder the
Company shall pay to the Executive a salary at the
rate of One Hundred and Forty Thousand Pounds
((pound)140,000) per annum (which shall be deemed
to accrue from day to day) payable by equal monthly
installments on the 25th day of each calendar month
such salary being inclusive of any fees to which the
Executive may be entitled as a director of the
Company or of any Associated Company. The said
salary shall be reviewed by the Board on or before
the 1st March each year and the rate thereof may be
increased with effect from many such review date.
3.2 The Executive shall be entitled to participate in the
SOREMA (UK) Bonus Scheme and any replacement thereof
particulars of which may be obtained from the Company
Secretary.
3.3 For the purposes of the Wages Act 1986 and otherwise
the Executive hereby consents to the deduction of any
sums properly owing by him to the Company at any time
from his salary or from any other payment due from
the Company to the Executive and the Executive hereby
also agrees to make any payment to the Company of any
sums properly owed by him to the Company.
4. Pension and Insurance Benefits
4.1 The Executive shall be entitled to be a member of the
SOREMA (UK) Pension Scheme (the "Scheme"),
particulars of which may be obtained from the Company
Secretary. In addition to the normal contributions
made by the Company to the Scheme in respect of the
Executive the Company will make an additional
contribution of (pound)25,000 per annum in respect of
the Executive, such contribution to be adjusted
annually in accordance with the Retail Price Index on
the 1st March of each year.
4.2 The Company shall provide the Executive with medical
insurance, permanent health insurance, death in
service and life assurance, particulars of which may
be obtained from the Company Secretary.
5. Expenses
The Company shall reimburse to the Executive all worldwide travelling,
hotel, entertainment and other expenses properly and reasonably
incurred by him in the performance of his duties hereunder and properly
claimed and vouched for in accordance with the Company's expense
reporting procedure in force from time to time.
6. Motor Car Allowance
The Company shall pay to the Executive an annual motor car allowance at
the rate of 17.5% of his salary from time to time prevailing. The
allowance shall be paid to the Executive in 12 monthly installments
paid with his salary on the 25th day of each calendar month.
7. Holidays and holiday pay
7.1 In addition to the normal Bank and public holidays
the Executive shall be entitled to 30 working days'
paid holiday during each holiday year commencing on
1st October each year to be taken at such time or
times as may be agreed with the Board. The Executive
may not without the consent of the Board carry
forward any unused part of his holiday entitlement to
a subsequent calendar year.
7.2 For the holiday year during which the Executive's
employment hereunder terminates he shall be entitled
to such proportion of his annual holiday entitlement
as the period of his employment in such year bears
to one holiday year. Upon termination of his
employment for whatever reason he shall if
appropriate either be entitled to salary in lieu of
any outstanding holiday entitlement or be required
to pay to the Company any salary received in respect
of holiday taken in excess of his proportionate
holiday entitlement.
8. Sickness/incapacity
8.1 If the Executive shall be prevented by illness,
accident or other incapacity from properly performing
his duties hereunder he shall report this fact
forthwith to the Company Secretary's office and if he
is so prevented for more than seven consecutive days
he shall provide an appropriate doctor's certificate.
8.2 If the Executive shall be absent from his duties
hereunder owing to illness, accident or other
incapacity duly certified in accordance with the
provisions of clause 8.1 he shall be paid his full
remuneration until six consecutive months of absence
have elapsed and thereafter such remuneration as the
Board shall in its discretion allow PROVIDED THAT
there shall be deducted from such remuneration any
Statutory Sick Pay or any social security or other
benefits payable to the Executive including any sums
recoverable from a third party and any sums payable
to the Executive under the permanent health insurance
arrangement referred to in clause 4.2 above.
9. Confidential information
The Executive shall not during his employment hereunder (save
in the proper course thereof) or at any time after its
termination for any reason whatsoever disclose to any person
whatsoever or otherwise make use of any confidential or secret
information of which he has or may have in the course of his
employment hereunder become possessed concerning the business,
affairs, finance, customers or trade connections of the
Company or any Associated Company or any of its or their
suppliers, agents, distributors or customers and shall use his
best endeavours to prevent the unauthorised publication or
disclosure of any such confidential or secret information.
10. Termination on the happening of certain events
(a) The Company without prejudice to any remedy which it
may have against the Executive for the breach or
non-performance of any of the provisions of this
Agreement may by notice in writing to the Executive
forthwith terminate this Agreement if the Executive
shall:
(i) be convicted of any criminal offence (other
than an offence under road traffic
legislation in the United Kingdom or
elsewhere for which a penalty other than
imprisonment for three months or more is
imposed); or
(ii) be prevented by illness or otherwise from
performing his duties hereunder for a
consecutive period of 9 calendar months; or
(iii) be guilty of any serious misconduct, any
conduct tending to bring the Company or
himself into disrepute, or any material
breach or non-observance of any of the
provisions of this Agreement or shall
neglect fail or refuse to carry out duties
properly assigned to him hereunder.
(b) Subject to the provisions of Clause 10(c) below, in
the event of the sale or cessation of all or
substantially all of the business, assets or
undertaking of Reinsurance and/or Societe de
Reassurance des Assurances Mutuelles Agricoles S.A.
and/or SOREMA International Holding N.V., the
Executive shall be entitled to treat such sale or
cessation as repudiation by the Company and on giving
to the Company written notice of acceptance of such
repudiation within 6 calendar months of such sale or
cessation the Executive shall be entitled to the
compensation referred to at Clause 11(b).
(c) Notwithstanding the provisions of Clause 10(b) above,
the Executive shall not be entitled to treat
intra-SOREMA group transactions as constituting
repudiation by the Company of this Agreement.
11. Obligations upon termination of employment
(a) Upon the termination of his employment hereunder for whatever
reason the Executive shall:
(i) forthwith tender his resignation as a
Director of the Company and of any
Associated Company without compensation;
(ii) deliver up to the Company all vehicles,
keys, credit cards, correspondence,
documents, specifications, report, papers
and records (including any computer
materials such as discs or tapes) and all
copies thereof and any other property
(whether or not similar to the foregoing or
any of them) belonging to the Company or any
Associated Company which may be in his
possession or under his control; and
(iii) not at any time represent himself still to
be connected with the Company or any
Associated Company.
(b) In the event of this Agreement being
terminated under Clause 10(b) above, the
Executive shall be entitled to receive
payment in lieu of 24 calendar months'
notice.
12. Covenant by Reinsurance
Reinsurance hereby covenants with the Executive that in the event of
any default by the Company in the performance of its obligations
hereunder Reinsurance will pay the salary, benefits and all other sums
howsoever due to the Executive hereunder including any increased salary
or benefits payable under the provisions hereof on the days and in the
manner mentioned herein and will duly perform and observe all the
Company's covenants and obligations contained herein and in case of
default in any such payments or in the performance or observance of the
Company's covenants and obligations Reinsurance will pay and make good
to the Executive on demand all losses, damages, costs and expenses
thereby arising or incurred by the Executive provided always that any
variation of the terms of this Agreement or the Executive's employment
in any manner which is not material to this covenant and any neglect or
forbearance by the Executive in endeavouring to obtain or enforce
payment of any sums due or observance of any of the Company's duties
hereunder and any time which may be given to the Company by the
Executive shall not release or exonerate or affect the liability of
Reinsurance under this covenant.
13. Other terms and conditions
13.1 The provisions of the Company's standard terms and
conditions of employment and handbook shall apply to
the Executive's employment hereunder except so far as
inconsistent herewith.
13.2 The following particulars are given in compliance
with the requirements of section 1 of the Employment
Protection (Consolidation) Act 1978.
(a) The Executive's normal place of work is 16
Eastcheap London EC3M 1BD but he may be
required to work at any other office or
location in London as may be directed by the
Board from time to time.
(b) The Executive's continuous employment began
on 1st January 1994. No employment of the
Executive with a previous employer counts as
part of the Executive's continuous
employment with the Company.
(c) If the Executive's hours of work shall be
the normal hours of work of the Company
which are from 9am to 5pm Monday to Friday
together with such additional hours as may
be reasonably necessary for the proper
discharge of his duties hereunder.
(d) If the Executive is dissatisfied with any
disciplinary decision or if he has any
grievance relating to his employment
hereunder he should refer such disciplinary
decision or grievance to the Board and the
reference will be dealt with by discussion
at and decision of a Board Meeting.
(e) Save as otherwise herein provided there are
no terms or conditions of employment
relating to hours of work or to normal
working hours or to entitlement to holiday
(including public holidays) or holiday pay
or to incapacity for work due to sickness or
injury or to pensions or pension schemes.
14. Applicable law
English law shall apply to this Agreement and the parties submit to the
jurisdiction of the English Courts.
IN WITNESS whereof this deed has been duly executed and delivered on
the 26th day of October 1995.
Executed as a deed by )
the Company )
acting by )
---------------------------- -------------------------
Director Director/Secretary
Executed as a deed by Reinsurance )
)
acting by )
---------------------------- -------------------------
Director Director/Secretary
Signed as a deed by the Executive )
)
in the presence of )
/s/ Joanne Merrick 31 Alexandra Road
----------------------------- -------------------------
Witness's name and signature St. Albans,
-------------------------
Witness's address
ADDENDUM TO SERVICE AGREEMENT - IT IS HEREBY NOTED AND AGREED that:
(1) in consequence of Board resolutions approved by SOREMA (UK) Limited and
SOREMA (UK) Group Limited on 9th July, 1996, and with effect from 9th
July 1996
(a) SOREMA (UK) GROUP LIMITED (Registered Number 2488310)
whose registered office is at 16, Eastcheap, London
EC3M 1BD ("Group") shall become a party to the
Service Agreement dated 26th October 1995 between
SOREMA (UK) Underwriting Management Limited and
SOREMA (UK) Reinsurance Limited and Russell John
English ("the Executive")
(b) Group shall covenant with the Executive in the terms
of Clause 12 of the said Agreement, in place of
SOREMA (UK) Reinsurance Limited and SOREMA (UK)
reinsurance Limited shall be released from all
liability in respect of the said covenant
(2) with effect from 1st March 1996 the Executive's salary at clause 3.1 of
the said Agreement shall be amended from One Hundred and Forth Thousand
Pounds ((pound)140,000) per annum to One Hundred and Forty Seven
Thousand Pounds ((pound)147,000) per annum
(3) the terms and conditions of the said Agreement shall otherwise remain
unchanged.
IN WITNESS whereof this deed has been duly executed and delivered on the 12th
day of July 1996.
Executed as a deed by )
SOREMA (UK) Underwriting Management Limited
acting by )
/s/ David Leaper /s/ Ginette Handfield
---------------------------- ----------------------
Director Director/Secretary
Executed as a deed by Reinsurance )
SOREMA (UK) Limited (formerly
SOREMA (UK) reinsurance Limited)
acting by )
/s/ Andrew Okell /s/ Joanne Merrick
----------------------------- ----------------------
Director Director/Secretary
Executed as a deed by Group )
acting by )
/s/ Andrew Okell /s/ Joanne Merrick
---------------------------- ----------------------
Director Director/Secretary
Signed as a deed by the Executive )
in the presence of )
/s/ Andrew Shirley /s/ Russell English
----------------------------- ---------------------
Andrew Shirley 20 Bowes Wood
Witness's name and signature New Ash Green, Kent
DA3 8QJ
---------------------
Witness's address
ADDENDUM TO SERVICE AGREEMENT - IT IS HEREBY NOTED AND AGREED that:
(1) with effect from 1st October 1996 clause 4.1 of the Service Agreement
between various SOREMA (UK) companies and Russell John English ("the
Executive") dated 26th October 1995 shall be amended to read as
follows:
4.1 "The Executive shall be entitled to be a member of the SOREMA (UK)
Pension Scheme (the "Scheme"), particulars of which may be obtained
from the Company Secretary. In addition to the normal contributions
made by the Company to the Scheme the Company will make such additional
contribution in respect of the Executive as is equivalent, after the
deduction of tax, to 21% of his salary from time to time prevailing.
All contributions payable by the Company under the Scheme in respect of
the Executive shall be paid free of tax to the extent that such
payments do not exceed the earnings limitation approved by the Inland
Revenue for tax exempt pension schemes according to statutory
provisions from time to time prevailing. All other payments payable
under the Scheme in respect of the Executive into pension funds or
similar investments approved by the Trustee of the Scheme shall be paid
gross of any tax payable in consequence of the contributions exceeding
the earnings limitation approved by the Inland Revenue."
(2) the terms and conditions of the said Agreement shall otherwise remain
unchanged.
IN WITNESS whereof this deed has been duly executed and delivered on the 24th
day of September 1996.
Executed as a deed by )
SOREMA (UK) Underwriting Management Limited
acting by )
/s/ Andrew Okell /s/ Ginette Handfield
-------------------------- -------------------------
Director Director/Secretary
Executed as a deed by Reinsurance )
SOREMA (UK) Limited )
acting by )
/s/ Andrew Okell /s/ Joanne Merrick
-------------------------- -----------------------
Director Director/Secretary
Executed as a deed by Group )
acting by )
/s/ Andrew Okell /s/ Joanne Merrick
-------------------------- -----------------------
Director Director/Secretary
Signed as a deed by the Executive )
in the presence of )
/s/ Russell English
-----------------------
/s/ Alison Moore 7 Tudor Close
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Witness's name and signature Stienfield, Essex
-----------------------
Witness's address
DEED OF WAIVER
THIS DEED is made the 27th day of February 1998
BY:
(1) RUSSELL JOHN ENGLISH of 16 Onslow Road, Richmond, Surrey TW10 6QS (the
"Employee")
(2) SOREMA (UK) UNDERWRITING MANAGEMENT LIMITED a company incorporated in
the United Kingdom with registered number 2279272 whose registered
office is at 16 Eastcheap, London EC3M 1BD (the "Company")
(3) TRENWICK GROUP INC, a corporation organised under the laws of the State
of Delaware, United States of America, whose principal office is at
Metro Center, One Station Parade, Stamford, Connecticut 06902, United
States of America ("Trenwick").
RECITALS:
(A) Trenwick has agreed to purchase all of the issued share capital of
Sorema (UK) Group Limited (the "Transaction") from Societe de
Reassurance des Assurances Mutuelles Agricoles SA ("Sorema SA") under a
Share Purchase Agreement entered into between Trenwick and Sorema SA
(the "Share Purchase Agreement") on 16 January 1998.
(B) Sorema (UK) Limited and the Company are both wholly-owned subsidiaries
of Sorema (UK) Group Limited.
(C) The Employee entered into a Service Agreement dated 26 October 1995
(the "Service Agreement") with the Company.
(D) Clause 10(b) of the Service Agreement provides that the Employee is
entitled to treat a sale of all or substantially all of the combined
assets or undertaking of the Sorema SA and/or of Sorema (UK) Limited as
a repudiatory breach by the Company of the Service Agreement.
(E) The Employee agrees to waive his right to treat the transaction as a
repudiatory breach by the Company of the Service Agreement on the terms
and conditions set out in this Deed.
TERMS AGREED:
1. In consideration of the sum of one pound sterling ((pound)1) from the
Company and from Trenwick, the receipt of which the Employee hereby
acknowledges, the Employee hereby irrevocably and unconditionally:
1.1 waives his right under Clause 10(b) of the Service Agreement to treat
the Transaction or any act done by Sorema SA, Trenwick or Sorema (UK)
Group Limited or any event occurring in connection with the Transaction
under the terms and conditions of the Share Purchase Agreement as a
repudiation by the Company of the Service Agreement; and
1.2 covenants not to claim from the Company as a result of the Transaction
the compensation referred to in Clause 11(b) of the Service Agreement.
Executed as a Deed on the date first mentioned above.
SIGNED and DELIVERED as a DEED )
by RUSSELL JOHN ENGLISH )
in the presence of: ) /s/ Russell J. English
------------------------------
Witness: /s/ L. I. Wade
-------------------------
Lauren Wade
EXECUTED as a DEED )
by SOREMA (UK) UNDERWRITING )
MANAGEMENT LIMITED by the )
signature of: ) /s/ D. Leaper
------------------------------
Director: D. Leaper
/s/ Joanne Merrick
------------------------------
Secretary: J. Merrick
EXECUTED as a DEED )
for and on behalf of )
TRENWICK GROUP INC ) /s/ J. F. Billett, Jr.
------------------------------
President and Chief
Executive Officer