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EXHIBIT 10.8
Amendment No. 1 to
Employment Agreement
with Xxxxxxxx X. Xxxxx
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 (the "Amendment") to the Employment Agreement dated
as of December 5, 1997 (the "Employment Agreement") between Annuity and Life Re
(Holdings), Ltd., a Bermuda corporation (the "Company"), Annuity and Life
Reassurance, Ltd., a subsidiary of the Company organized under the laws of
Bermuda (the "Operating Company"), and Xxxxxxxx X. Xxxxx (the "Employee") is
hereby entered into as of February 27, 1998 by and between the Company, the
Operating Company and the Employee. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed thereto in the Employment
Agreement.
WHEREAS, the Company, the Operating Company and the Employee wish to
modify certain provisions of the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the parties hereto agree to the
following amendment to the Employment Agreement:
1. Options. The first sentence of the first paragraph of Section 6(a) is
hereby amended to read as follows:
The Company shall grant to the Employee, subject to and effective as
of the consummation of the IPO, options (the "Initial Options") to
purchase at a price per share equal to the price per share in the
IPO, three percent of the Company's ordinary shares outstanding
immediately after the consummation of the IPO and any concurrent
private placement of the Company's ordinary shares (the "Ordinary
Shares"), but not to exceed an aggregate value of $12.0 million
(valued at the IPO per share price).
2. Entire Agreement. The Employment Agreement, as amended by this
Amendment, constitutes the entire agreement between the parties pertaining to
the subject matter hereof and fully supercedes any and all prior or
contemporaneous agreements or understandings between the parties hereto
pertaining to the subject matter hereof.
3. Full Force and Effect. Except as expressly amended in this Amendment,
the Employment Agreement shall remain in full force and effect.
4. Termination of Amendment. Notwithstanding anything to the contrary
herein, this Amendment shall immediately and automatically terminate and have no
further force and effect upon
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the termination or expiration, if any, of the Employment Agreement, in
accordance with the provisions thereunder.
5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same interest.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first written above.
By: /s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
Annuity and Life Re (Holdings), Ltd.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Vice Chairman
Annuity and Life Reassurance, Ltd.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Vice Chairman
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