Exhibit 10.11.1
EMPLOYMENT AGREEMENT
MARK E. BROCKBANK
INDEX
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1. Service Agreement, dated 1st January, 1995.
2. Addendum to Service Agreement, dated 9th March, 1995
3. Letter to amend the Service Agreement, dated 29th September, 1995.
4. Letter to amend the Contract of Employment, dated 13th December, 1995
(operation of notice and restriction period).
5. Letter referring to restrictions on use of name and non-competition clause,
dated 13th December, 1995.
1ST JANUARY 1995
(1) THE BROCKBANK GROUP PLC
(2) ME BROCKBANK
________________________
SERVICE AGREEMENT
________________________
The Brockbank Group Plc
Fitzwilliam House
10 St. Mary Axe
LONDON
EC3A 8BS
I hereby relinquish my five year rolling Service Agreement dated 28th September
1988 and accept the attached Service Agreement as a replacement with immediate
effect.
Signed ________________________________________
ME BROCKBANK
Dated 9th March 1995.
THIS AGREEMENT is made on 1st January 1995 BETWEEN
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(1) THE BROCKBANK GROUP PLC (registered in England under number 1844295) whose
registered office is at Fitzwilliam House, 10 St. Mary Axe., London EC3A
8BS ("the Company"); and
(2) ME BROCKBANK of 48 Gloucester Square, London W23TQ ("the Executive")
1. APPOINTMENT
1.1 The Company hereby appoints the Executive and the Executive hereby
agrees to serve the Company as Chief Executive Officer and as a
director of such Group Company as the Company shall from time to time
nominate and notify in writing to the Executive upon the terms and
conditions hereinafter contained.
1.2 The Company shall employ the Executive and the Executive shall serve
the Company and any applicable Group Company (subject to the
provisions of Clause 12) as from the Commencement Date unless and
until either party shall give to the other not less than twelve
months' written notice.
1.3 The Executive's written period of continuous employment with the
Company began on 01 October 1980.
2. DUTIES
2.1 The Executive shall perform such duties as are consistent with his
position and exercise such powers in relation to the business of the
Company and any Group Company as from time to time may be assigned to
or vested in him by the Board. Such duties may relate to the Company
or any Group Company and will be performed by the Executive subject to
such restrictions consistent as aforesaid as the Board may from time
to time impose.
2.2 During the term of his engagement hereunder the Executive (unless
prevented by ill-health or accident or during any permitted holiday
absences) shall devote to his duties hereunder substantially his full
time attention and abilities for the proper discharge of his duties.
2.3 The Executive shall in all respects conform to and comply with the
directions and regulations from time to time given or made by the
Board and shall well and faithfully serve the Company and the Group
Companies and shall use his best endeavours to promote and develop the
respective interests thereof.
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2.4 The Executive shall comply with all regulatory requirements of Lloyd's
applicable to him and all Group Companies to the extent consistent
with his responsibilities from time to time in force.
2.5 The Company shall be under no duty to provide the Executive with any
work during any notice period hereunder and, during such period, may
require the Executive to perform his duties from his home address.
3. REMUNERATION
3.1 The Company shall pay to the Executive during the term of his
engagement a salary at the rate of (Pounds)300,000 per annum or such
higher rate as may from time to time be agreed or determined by the
Board and notified to the Executive in writing. Such salary shall be
paid in equal monthly installments in arrears on the 26th day of each
month and shall be subject to review (with no obligation to award an
increase in salary) annually by the Board.
3.2 Payments to be made to the Executive pursuant to the provisions of
Clause 3.1 shall be deemed to accrue from day to day and the Executive
shall be entitled to a rateable proportion of his salary for any
broken
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period in the event of the engagement commencing or terminating during
any month.
3.3 The Executive shall be entitled to receive his full salary during
permitted holiday periods and also in respect of any period for which
he is prevented by illness, accident or other incapacity from properly
performing his duties hereunder, provided that where the absence is
due to illness, accident or other incapacity the Executive shall if
required by the Board furnish evidence thereof satisfactory to the
Board and the Executive shall give credit to the Company for the
amount of any sums he shall be entitled to claim by way of social
security benefits and any scheme for the time being in force of which
the Executive is a member by virtue of his engagement by the Company
is consequence of such illness accident or other incapacity.
3.4 In the event that the Executive shall be required to perform any
duties or exercise any powers in relation to any Group Company in
accordance with the provisions of Clause 2.1 such proportion as the
Board may determine having regard to the nature and extent of such
duties of the Executive's remuneration may be
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paid by the Group Company or Group Companies shall be accepted by the
Executive pro tanto in satisfaction of the obligation of the Company
to remunerate him under the provisions of Clause 3.1.
4. EXPENSES
The Company shall reimburse the Executive all reasonable out of pocket
expenses properly incurred by him in the performance of his duties
hereunder including traveling, subsistence and entertainment expenses
and he shall provide the Company with vouchers or other evidence of
such expenses.
5. MOTOR CAR/CAR ALLOWANCE
5.1 Subject to and in accordance with the "Company's Car Scheme" from time
to time in force, the Company shall provide the Executive with the use
of a motor car or monthly car allowance solely at the Company's
discretion. The full policy document is held by the Group Personnel
Manager.
6. RETIREMENT, PENSION AND INSURANCE BENEFITS
6.1 In any event and without prior notice this Agreement shall terminate
on the last day of the month in which the Executive attains the age of
65 years.
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6.2 The Executive shall during the duration of this Agreement be entitled
to:
6.2.1 Remain a member of the Company's contributory pension scheme
(Brockbank Group Pension Scheme established by an interim deed dated
30th June 1980) subject to and in accordance with the rules of that
scheme, full particulars of which have been supplied to the Executive.
There is a contracting out certificate in force in respect of the
Executive's employment; or
6.2.2 Receive equivalent payments to a personal pension plan.
6.3 The Company shall pay premiums on behalf of the Executive for private
medical health insurance for himself, his spouse and minor children in
accordance with the rules from time to time of the Company in which
the Executive is entitled to be a participant or such other private
health insurance scheme as the Company shall adopt.
6.4 The Company will provide a death insurance benefit equal to the four
times your annual salary, subject to Inland Revenue Limits, and; the
company will provide permanent health insurance.
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7. HOLIDAY ENTITLEMENT
7.1 The Executive shall be entitled to 25 working days holiday in each
calendar year (as well as the customary public and statutory holidays)
to be taken at such time or times as may be agreed with the Board.
7.2 On the termination of the Executive's appointment his holiday
entitlement for the calendar year in which such termination takes
place shall be in direct proportion to the length of service in that
year and he shall be paid his salary in lieu of any such holiday
entitlement not taken as at the date of termination.
8. PLACE OR WORK
8.1 The Executive's normal place of work (excluding business traveling)
shall be at Fitzwilliam House, 10 St. Mary Axe, London EC3A 8BS or at
such other place within the United Kingdom as the Company may from
time to time determine.
8.2 The Executive shall undertake such travel both within and outside the
United Kingdom as may be necessary for the proper performance of his
duties.
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9. AUTHORITY/REPRESENTATIONS
9.1 The Executive shall not within the prior consent of the Board (as
evidenced by a resolution of the Board);
9.1.1 incur any capital expenditure in excess of such sum as may be
authorised from time to time; or
9.1.2 enter into on behalf of the Company or any company in the Group any
commitment, contract or arrangement outside the normal course of
business or the scope of his normal duties or of an unusual or onerous
or long term nature.
9.2 The Executive shall not at any time make any untrue statement in
relation to the Company or any Group Company and in particular shall
not after the termination of his employment hereunder wrongfully
represent himself as being employed by or connected with the Company
or any Group Company.
10. BUSINESS INTERESTS AND CONFIDENTIALITY
10.1 During the continuance of his appointment hereunder the Executive
shall not, without the prior written consent of the Board, directly or
indirectly engage or be concerned or interested in any other business
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of a similar nature to which would or might compete with the business
for the time being carried on by the Company or any Group Company
either alone or jointly with or as a director, manager, agent or
servant of any other person firm company or organisation, provided
that nothing in this clause shall preclude the Executive from holding
or being interested in investments representing not more than 5
percent of the issued investments of any class of a company any part
of whose share or loan capital is quoted or dealt in on The Stock
Exchange or the Unlisted Securities Market.
10.2 The Executive shall not either during the continuance of his
appointment hereunder (except in the proper performance of his duties)
nor at any time after the termination hereof make use of or divulge or
communicate to any person, firm, company or organisation any of the
trade secrets or other confidential information of the Company or any
Group Company or of any of the respective Names or Syndicates
represented or managed by the Company and the Group Companies which
may heretofore or hereafter have been entrusted to him or have come to
his knowledge at any time while
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in the service of the Company or any Group Company (whether under this
Agreement or otherwise).
11. DIRECTORSHIP
11.1 The Executive shall not prior to the termination of this Agreement
resign or be subject to retirement by rotation as a director of any
Group Company (unless the Articles of Association of the relevant
Group Company as amended from time to time so provide) save as herein
otherwise provided.
11.2 If the Executive shall cease for any reason whatsoever to be a
director of any Group Company this Agreement shall (unless the parties
otherwise agree in writing) thereupon automatically terminate but if
such cessation is caused by any act or omission of either party
without the consent, concurrence or complicity of the other such act
or omission shall be deemed a breach of this Agreement and
determination hereunder shall be without prejudice to any claim for
damages in respect of such breach provided that the Executive shall be
treated as the party in breach if he is removed from office in
circumstances which justify termination under Clause 12.
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11.3 Upon the termination of this Agreement for whatsoever reason the
Executive shall at the request of the Company resign forthwith without
claim for compensation from all offices held by him in any Group
Company or from any position which he occupies as a trustee in
relation to the business of the Company or any Group Company and in
the event of his failing so to do within seven days after the making
of such request the Company is hereby irrevocably authorised to
appoint its secretary for the time being as the agent of the Executive
in his name and on his behalf to give notice of such resignation and
to do all other things requisite to give effect thereto.
12. TERMINATION ON THE HAPPENING OF CERTAIN EVENTS
12.1 The Company shall have the right to terminate this Agreement without
liability for compensation or damages:
12.1.1 by not less than 3 months' notice in writing given at any time while
the Executive is incapacitated by illness or accident or otherwise
from properly performing his duties hereunder and shall have been so
incapacitated for a period or periods in the aggregate
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exceeding 180 days in any period of 12 consecutive months; or
12.1.2 forthwith by notice in writing in the Executive shall:
12.1.2.1 become bankrupt or make any arrangement or composition with his
creditors or take advantage of any statute for the time being in force
affording relief for insolvent debtors; or
12.1.2.2 be convicted or any criminal offence other than an offence under the
Road Traffic Acts not involving a sentence of imprisonment; or
12.1.2.3 commit any material breach of any term of this Agreement which is
incapable of remedy to the satisfaction of the Company within 28 days
of being requested so to do by the Company; or
12.1.2.4 be guilty of material misconduct or material default in the course of
his employment or commit any serious breach or (after warning) any
repeated or continued breach of any of his duties and obligations as
employee; or
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12.1.2.5 wilfully neglect to perform or prove to be incapable of performing his
duties hereunder (otherwise than as a result of illness, accident or
other such incapacity); or
12.1.2.6 refuse or neglect to comply with any lawful orders or directions given
to him by the Company; or
12.1.2.7 be guilty of conduct (whether or not connected with his employment)
tending to bring himself or the Company into disrepute; or
12.1.2.8 be disqualified from being a director of the Company or any company
under any legislation; or
12.1.2.9 become of unsound mind or has a receiver appointed under the Mental
Health Acts; or
12.1.2.10 be precluded by the direction or regulation of the Council or
Committee of Lloyd's or an authorised officer of Lloyd's from acting
(otherwise than by an order of Administrative Suspension) as a
director of a Lloyd's underwriting agent; or
12.1.2.11 commit a disciplinary offence for which he is censured in Lloyd's
disciplinary proceedings which cen-
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sure materially affects his ability to perform his duties hereunder;
or
12.1.3 forthwith without notice if the Executive shall die.
12.2 The Executive shall have no claim against the Company arising out of
the termination of this Agreement or his appointment hereunder if:
12.2.1 such termination is by reason of reconstruction or amalgamation,
whether by winding up the Company or otherwise, and the Executive
shall be offered employment with any company, concern or undertaking
resulting from such reconstruction or amalgamation of a similar nature
to his appointment hereunder on terms no less favourable to him than
those contained in this Agreement; or
12.2.2 the Executive shall refuse or fail to agree to accept employment on
terms no less favourable to him than those contained in this Agreement
by a company concern or undertaking which has acquired or agreed
directly or indirectly the whole or substantially the whole of the
undertaking and assets of the Company or the whole or not less than 90
per cent of the issued equity share capital of the Company and the
Company
shall terminate this Agreement within one month after such refusal or
failure to agree.
13. OTHER TERMS AND CONDITIONS APPLICABLE ON TERMINATION
Upon the termination of the Executive's appointment howsoever occasioned he
shall forthwith deliver to the Company (without retaining copies of the
same) all correspondence, drawings, specifications, accounts, documents and
papers of any description relating to the affairs and business of the
Company or any Group Company whether or not the same were prepared by him
or were originally supplied by the Company or a Group Company and all other
property of the Company or any Group Company within his possession or under
his control.
14. GRIEVANCE PROCEDURE
If the Executive is dissatisfied with any disciplinary decision or if he
has any grievance relating to this appointment hereunder he should follow
the procedure set out in the Staff Handbook.
15. SURVIVAL OF COVENANTS
Notwithstanding the termination of this Agreement it shall remain in full
force and effect to the extent that the obligations of the Executive which
are expressed to operate thereafter or are of a continuing nature are
con-
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cerned and may be enforced against the Executive accordingly.
16. INCORPORATION OF SCHEDULES
The provisions of the First Schedule hereto form part of this Agreement and
are incorporated herein.
17. GOVERNING LAW
This Agreement shall be governed by the Laws of England and Wales and the
parties hereto submit to the exclusive jurisdiction of the courts of
England and Wales.
18. DEFINITIONS
In this Agreement the following expressions shall, unless the context
otherwise requires, have the following meanings:
18.1 "Commencement Date" 1st January 1995
18.2 "Board" the Board of Directors of the Company (or any director or
committee of directors duly authorised by the Board);
18.3 "working days" weekdays but excluding Saturdays, bank or other public
holidays;
18.4 "calendar year" a year commencing 1st January;
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18.5 "Group Company" any company which is for the time being a subsidiary
of the Company or a holding company of the Company or any subsidiary
of such holding company within the meaning of section 736 Companies
Act 1985 (as amended);
18.6 "Lloyd's" the Society and Corporation of Lloyd's created and governed
by the Lloyd's Acts 1971-1982; and
18.7 "Names" and "Syndicates" the meanings ascribed to such expressions in
paragraph 1 of the First Schedule hereto.
19. NOTICES
Any notice to be given hereunder shall be in writing and may be served in
the case of the Executive by being delivered personally to him or left for
his or sent by registered post addressed to him at his usual or last known
address or in the case of the Company by being delivered at or sent by
registered post or recorded delivery addressed to its registered office for
the time being.
20. PRIOR AGREEMENTS
This Agreement:
20.1 shall take effect in substitution for all previous agreements and
arrangements whether written oral or
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implied between the Company or any Group Company and the Executive
relating to the service of the Executive all of which agreements and
arrangements shall be deemed to have been terminated by mutual consent
as from the Commencement Date;
20.2 contains the whole of the terms agreed in respect of the Executive's
employment as from the Commencement Date; and
20.3 shall only be capable of being varied by a supplemental agreement or
memorandum in writing signed by or on behalf of the parties hereto.
EXECUTED AS A DEED by the Company )
in the presence of: )
Director_____________________________
Secretary____________________________
SIGNED AS A DEED and DELIVERED )
by the EXECUTIVE in the presence of )
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THE FIRST SCHEDULE
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RESTRICTIVE COVENANTS
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1. DEFINITIONS
In the Schedule unless the context otherwise required the following
expressions shall have the following meanings:
1.1 "Brockbank" Brockbank Group plc and any of its subsidiaries;
1.2 "Brockbank Syndicates" any Syndicates from time to time managed by
Brockbank;
1.3 "the Business" the business of a Managing Agency as Lloyd's or corporate
syndicate at Lloyd's and its ancillary activities or any part thereof
carried on by any Group Company as at the Termination Date and the period
of 12 months prior thereto within England and Wales and the business of any
Group Company at the Termination Date to which the Executive has rendered
services or by which he has been engaged at any time during the period of
12 months prior to the Termination Date;
1.4 "directly or indirectly" (without prejudice to the generality of the
expression) whether as principal or agent either alone or jointly or in
partnership with any other person firm company or (except as the holder of
securi-
ies listed dealt in or traded on a recognised Stock Exchange, not xceeding
3% in nominal value of the securities of that class) as a shareholder in
any other company being concerned or interested in any other person firm
or company and whether as a director principal partner consultant employee
or otherwise;
1.5 "Senior Executive" a person who is or was at any time while the Executive
was employed by the Company or engaged by any Group Company:
1.5.1 engaged or employed as an employee, director or consultant of that
company; and
1.5.2 engaged in a capacity in which he obtained Information; and
1.5.3 entitled to emoluments (including commission if any) exceeding the annual
rate of (Pounds)50,000; and
1.5.4 so engaged at any time during the period of 12 months prior to the
Termination Date;
1.6 "Council" the Council of Lloyd's which includes its delegates and persons
by whom it acts;
1.7 "Information" information or knowledge of a confidential nature concerning
and relating to the goodwill of the
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Business including (without prejudice to the generality of the foregoing)
information and know-how as to proposed policy wordings or proposed
insurance policies to be offered by Brockbank but which are not available
at Lloyd's during the Restriction Period, suppliers, Lloyd's Brokers,
Members' Agents, business policy and expansion or forward planning
programmes which the Executive shall have acquired before the Termination
Date;
1.8 "Lloyd's Adviser" a person who is listed on the register of Lloyd's
Advisers maintained under the Lloyd's Advisers Byelaw (No. 19 of 1993);
1.9 "Lloyd's Broker" a partnership or body corporate permitted by the Council
to broke insurance business at Lloyd's;
1.10 "Members' Agent" an underwriting agent which is listed as a members' agent
on the register of underwriting agents maintained under the Underwriting
Agents Byelaw (No. 4 of 1984);
1.11 "Names" underwriting members of Lloyd's;
1.12 "the Restriction Period" the period of 12 months from the Termination Date;
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1.13 "Syndicate" shall have the same meaning as contained in the Underwriting
Agents Byelaw (No. 4 of 1984); and
1.14 "Termination Date" the date which actually terminates the Executive's
employment hereunder.
2. The parties hereto agree and acknowledge that it is reasonable and
necessary for the protection of goodwill and trade connections of the
Business that the Executive should be restrained in the terms of the
covenants contained herein from making available or using for the benefit
of himself or a competitor or potential competitor Information which he has
obtained and is likely to obtain in the course of his employment as an
Executive of the Company.
3. The Executive accordingly covenants with the Company that in view of the
circumstances referred to in paragraph 2 of this Schedule, he will not
(other than for and on behalf of the Company or any Group Company) without
the prior written consent of the Board (such consent to be withheld only so
far as may be reasonably necessary to protect the legitimate interests of
the Company and any Group Company) directly or indirectly:
3.1 at any time during the Restriction Period:
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3.1.1 be engaged or concerned or interested or participate in a business the
same as or in competition with the Business in the City of London;
3.1.2 in relation to a business which may in any way be in competition with the
Business, canvass, solicit or entice the custom of or approach or cause
to be canvassed, solicited, enticed or approached or deal with or supply
any services to any person who at the date hereof or at any time during
the period of two years prior to the Termination Date has been a Members'
Agent or Lloyd's Adviser providing as agent for and on behalf of its
Names capacity of at least (Pounds)5 million to one or more of the
Brockbank Syndicates; or
3.1.3 in relation to a business which may in any way be in competition with the
Business, offer employment to or employ or offer to conclude any contract
for services with any Senior Executive or procure or facilitate the
making of such an offer by any person, firm or company who shall be in
competition with the Business within such Restriction Period; or
3.1.4 solicit or entice any Senior Executive to leave his employment with the
Company or any Group Company;
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3.1.5 knowingly assist any competitor of the Company or any Group Company or
any of its subsidiaries to a material extent in carrying on or developing
any business which may in any way be the same as or similar to or in
competition with the Business;
3.2 at any time solicit or entice or endeavour to solicit or entice any
person to breach his contract of employment or contract for services with
the Company or any Group Company or procure or facilitate such by any
person firm or company;
3.3 except as required by law at any time do or say anything likely or
calculated to lead any person, firm or company to withdraw from or cease
to continue offering to the Company or any Group Company any rights then
enjoyed by it or in any other way to cease to do business or reduce the
amount of business it transacts with any member of the Company or any
Group Company;
3.4 at any time:
3.4.1 disclose to any person (except as required by law) or use to the
detriment of the Company or any Group Company any Information which he
has acquired before the Termination Date;
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3.4.2 falsely represent himself as being connected with or interested in the
Company or any Group Company or in the Business;
3.4.3 at any time carry on a business under the name "Brockbank" or any similar
or other name likely to confuse or mislead any part of the public.
4. The Executive hereby acknowledges and agrees with the Company that:
4.1 each of the sub-clauses contained in paragraph 3 of this Schedule
constitutes an entirely separate severable and independent covenant and
restriction on him;
4.2 the duration, extent and application of each of the restrictions
contained in paragraph 3 are no greater than is necessary for the
protection of the goodwill and trade connections of the Business; and
4.3 in the event that any restriction on him contained in paragraph 3 of this
Schedule shall be found void but would be valid if some part thereof were
deleted such restriction shall apply with any such deletion as may be
necessary to make it valid and effective.
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ADDENDUM TO SERVICE AGREEMENT BETWEEN M.E. BROCKBANK AND
THE BROCKBANK GROUP plc DATED 1 JANUARY 1995
Sub-Clause 3(b)
You will be entitled to 15% of all net retained profit commission received by
the managing agencies within the Group for the 1992, 1993 and 1994 years of
account only. This arrangement ceases with effect from the 1995 year of account
in accordance with the terms of the buy-out agreement dated 30 December 1994.
(Net retained profit commission is defined as profit commission received less
introducers profit commissions payable).
Signed on behalf of the Company
Director
Signed by Executive
9 March 1995
BROCKBANK
The Brockbank Group plc
Fitzwilliam House
10 St. Mary Axe, London
EC3A 8BS
Telephone 0171-3902101
Fax 0171-3902102
Attn: M.E. Brockbank
29th September 1995
Dear Mark,
You are invited to accept the amendments, set out below, to your Service
Agreement dated 1st January 1995.
On agreeing to and accepting these changes your Service Agreement, together with
this statement and the Company Handbook, will form your terms and conditions of
employment.
The words defined in your service agreement shall have the same meaning when
used in this statement.
1. The period of time for which any restrictive covenants in your service
agreement are expressed to apply after the Termination Date shall be
reduced by the amount of time, if any, which you are placed on "gardening
leave" prior to the Termination Date under your service agreement.
2. With regard to the restrictive covenants contained in the first schedule to
your service agreement, the Company confirms that insofar as the Board
refuse consent pursuant to paragraph 3 of that Schedule or give such
consent on a qualified basis which effectively prohibits you from working
during the Restriction Period, the Company shall pay you monthly in arrears
during the Restriction Period an amount equal to your monthly salary
pursuant to clause 3.1 of your service agreement immediately prior to the
Termination Date.
Provided always that:
a) The Company shall have no obligation to pay you pursuant to this
letter if your employment with the Company shall have been terminated
pursuant to clause 12.1.2 of your service agreement;
b) you continue to observe the obligations in your service agreement
which survive the Termination Date; and
c) you shall not be entitled to any other benefits during any such
Restriction Period including but not limited to pension and insurance
benefits.
The remainder of your terms and conditions of employment are unaltered.
To confirm your agreement to these amendments please sign, date and return to me
the enclosed copy of this letter.
Yours sincerely,
KJ ALLEN
I accept the amendments to the Service Agreement set out in this statement.
Signed: _________________________________
Dated: _________________________________
Brockbank Underwriting Limited
10 St. Mary Axe
London EC3A 8BS
Registered in England and Wales no. 3108265
To: Mark Brockbank Esq.
13th December, 1995
Dear Mark,
Your Contract of Employment
---------------------------
This letter is to record the amendments which we have agreed shall be
made to your contract of employment with effect from Completion (as defined in
the Subscription and Shareholders' Agreement of today's date between The
Brockbank Group plc, Mid Ocean Limited, Mid Ocean Reinsurance Company Limited
and Baltusrol Holdings Ltd.).
Rather than your contract being terminable on 12 months' notice by
either party expiring at any time, your contract is not terminable on 12 months'
notice by either party, such notice not to expire before the third anniversary
of Completion. In addition, the "Restriction Period" referred to in your
written contract shall be a period of 2 years. In all other respects your
current contract of employment (as amended prior to the date hereof) shall
continue in full force and effect.
Please confirm your agreement to the above by signing below.
Yours sincerely,
__________________________
for and on behalf of
Brockbank Underwriting
Limited
Agreed
_________________________
Mark Brockbank
13th December, 1995
To: Mid-Ocean Reinsurance Company Ltd.
Brockbank Holdings Limited
Brockbank Underwriting Limited
From: Mark Brockbank
13th December, 1995
Dear Sirs,
Use of Names
------------
I refer to the Subscription and Shareholders' Agreement between
Brockbank Group Plc ("Brockbank Group"), Mid-Ocean Limited, Mid-Ocean
Reinsurance Company Ltd. and Balrusrol dated today (the "Shareholders
Agreement") and the Agreement for the Sale and Purchase dated yesterday of the
business and assets of Brockbank Group between Brockbank Group and Brockbank
Underwriting Limited (the "Hivedown Agreement").
I hereby undertake that for the period of 5 (five) years from the date
of completion of the Shareholders Agreement I shall not carry on any business
which competes or is likely to compete with the business of Brockbank
Underwriting or any holding company or subsidiary of Brockbank Underwriting (the
"Restricted Business") under or by reference to the name (and/or trade mark)
"Brockbank" and shall not directly or indirectly assist or be involved in any
business which conducts the Restricted Business. I further agree for such
period not to licence or purport to license the "Brockbank" name to any person
in connection with any Restricted Business.
I recognise that this restriction is reasonable in connection with the
transactions contemplated by the agreements referred to above and that any use
of the name Brockbank which would breach or infringe the undertaking given by me
above would not be legitimate or bona fide.
This document is intended to create a legally binding undertaking and
shall be construed in accordance with English law.
I intend this document to be a deed and execute and deliver it as a
deed.
Signed as a Deed by Mark Brockbank ______________________________________
in the presence of:_____________________________________