EXHIBIT 10.11
[LETTER HEAD OF LASALLE RE LIMITED]
April 27, 1999
Xxxxxx X. Xxxxxxxx
000 Xxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Dear Xxx:
This letter agreement (the "Agreement") will confirm our understanding
regarding your cessation of employment from LaSalle Re Limited (the "Company")
by mutual agreement, as described in paragraph 3(f) of the Employment Contract,
as defined in paragraph 17 of this Agreement, between you and the Company.
1. Termination Date. Except as otherwise provided in paragraph 4, the
effective date of your cessation of employment with the Company and
separation from all positions with the Company and its Affiliates (as
defined in paragraph 12) is May 1, 1999, the "Termination Date" for
purposes of this Agreement.
2. Payments and Benefits. You shall be entitled to compensation and other
payments and benefits in accordance with Exhibit 1, which is attached to,
and forms a part of this Agreement.
3. No Mitigation or Offset. Except as otherwise provided in this Agreement,
you have no obligation to seek or accept employment (or otherwise seek or
accept offers to provide your services to any person or entity), and any
compensation earned by or provided to you from any person or entity other
than the Company for the performance of such employment or other services
(regardless of whether such compensation is provided to you in cash or in
any other form) shall not reduce or otherwise affect the amount due to you
from the Company in accordance with this Agreement.
4. Assistance with Claims. You agree that, for the period beginning on your
Termination Date, and continuing for a reasonable time thereafter (but for
a period of not less than 24 months after your Termination Date), you will
assist the Company and its Affiliates in the defense of any claims that may
be made against the Company and its Affiliates, and will assist the Company
and its Affiliates in the prosecution of any claims that may be made by the
Company or any Affiliate, to the extent that such claims may relate to
services performed by you for the Company or its Affiliates. The Company
will consult
Xxxxxx X. Xxxxxxxx
April 27, 1999
Page 2
with you, and make reasonable efforts to schedule such assistance so as not
to materially disrupt your business and personal affairs. You agree, unless
precluded by law, to promptly inform the Company if you are asked to
participate (or otherwise become involved) in any lawsuits involving such
claims that may be filed against the Company or any Affiliate. You also
agree, unless precluded by law, to promptly inform the Company if you are
asked to assist in any investigation (whether governmental or private) of
the Company or any Affiliate (or their actions) that may relate to services
performed by you for the Company or any Affiliate, regardless of whether a
lawsuit has then been filed against the Company or any Affiliate with
respect to such investigation. The Company agrees to reimburse you for all
of your reasonable out-of-pocket expenses associated with such assistance,
including travel expenses. The determination of the reasonableness of such
compensation shall take into account information provided to the Company by
you or otherwise known to the Company, which may include, without
limitation, (a) your rate of compensation at the time you ceased employment
with the Company, and whether your are then receiving other compensation
payments from the Company; (b) your rate of compensation at the time of
such cooperation; (c) the amount of time required of you for such
cooperation; (d) difficulty of the issues as to which the cooperation is
required; (e) the amount of inconvenience to you resulting from such
cooperation (including consideration of factors such as the amount of
travel required of you, the effect on your other commitments, and the
amount of advance notice provided to you); and (f) whether such cooperation
would be legally required in the absence of the requirements of this
paragraph 4.
5. Confidential Information. Except as may be required by the lawful order of
a court or agency of competent jurisdiction, or except to the extent that
you have express authorization from the Company, you agree to keep secret
and confidential indefinitely all non-public information (including,
without limitation, information regarding litigation and pending
litigation) concerning the Company or any of its Affiliates which was
acquired by or disclosed to you (a) during your negotiations regarding
employment or during the course of your consultation with the Company or
any Affiliate prior to your employment with the Company, (b) during the
course of your employment with the Company or your holding a position as an
officer of any Affiliate, or (c) during the course of your consultation
with the Company or any Affiliate following your termination of employment
(regardless of whether consultation is pursuant to paragraph 4), and not to
disclose the same, either directly or indirectly, to any other person,
firm, or business entity, or to use it in any way. To the extent that you
obtain information on behalf of the Company or any of the Affiliates that
may be subject to attorney-client privilege as to the Company's or any
Affiliate's attorneys, you shall take reasonable steps to maintain the
confidentiality of such information and to preserve such privilege.
Xxxxxx X. Xxxxxxxx
April 27, 1999
Page 3
Nothing in the foregoing provisions of this paragraph 5 shall be construed
so as to prevent you from using, in connection with your employment for
yourself, whether or not in partnership with others, or for an employer
other than the Company or any of the Affiliates, knowledge which was
acquired by you during the course of your employment with the Company or
your being an officer of any Affiliate, and which is generally known to
persons of your experience in other companies in the same industry.
6. Non-Disclosure.
a. You acknowledge that the benefits provided by the Company under
this Agreement are not generally available to other employees of
the Company, and you agree that, except as may be required by the
lawful order of a court or agency of competent jurisdiction, you
will keep the terms of this Agreement secret and confidential
indefinitely. Notwithstanding the foregoing provisions of this
paragraph 6, you may disclose the contents of this Agreement to
your attorneys, accountants and financial advisors, your
immediate family, any prospective employer in connection with its
decision to hire you, and any prospective lender in connection
with its decision to make a loan to you, provided that you take
steps that are reasonably calculated to assure that such persons
do not further disclose the terms of this Agreement. Nothing in
this Agreement shall preclude you from fully discussing with any
prospective employer, in connection with its decision to hire
you, the conditions and reasons surrounding your separation from
the Company. The provisions of this paragraph (a) shall be waived
if the Company publicly discloses the contents of this Agreement
in accordance with paragraph (b) next below.
b. The Company agrees that it will keep the terms of this Agreement
secret and confidential indefinitely, except to the extent that
the Company determines that disclosure is required by reason of
applicable securities laws or other legal requirements, and
except as otherwise provided in this Agreement.
c. You agree that, prior to the commencement of any new employment
in the insurance industry, you will furnish the prospective new
employer with a copy of the provisions of this Agreement relating
to competition, confidentiality, and solicitation. You also agree
that the Company may advise any new employer or prospective new
employer of the provisions of this Agreement relating to
competition, confidentiality, and solicitation
Xxxxxx X. Xxxxxxxx
April 27, 1999
Page 4
and furnish the new employer or prospective new employer with a
copy of such provisions.
7. Disparagement.
a. You agree that for the period beginning on your Termination Date
and ending on the twelve-month anniversary of your Termination
Date, you will not make any statement or disclosure that
disparages the Company or its Affiliates and is intended or
reasonably likely to result in material harm to the Company or
its Affiliates; provided that the provisions of this paragraph
(a): (i) shall not apply to testimony as a witness, compliance
with other legal obligations, your assertion of or defense
against any claim of breach of this Agreement (including the
Exhibits thereto and the referenced plans and arrangements), or
your statements or disclosures to officers or directors of the
Company or its Affiliates, and (ii) shall not require you to make
false statements or disclosures.
b. The Company agrees that for the period beginning on your
Termination Date and ending on the twelve-month anniversary of
your Termination Date, neither the Company nor any Affiliate will
make any statement or disclosure that disparages you and is
intended or reasonably likely to result in material harm to you;
provided that the provisions of this paragraph (b): (i) shall not
apply to testimony as a witness, compliance with other legal
obligations, assertion of or defense against any claim of breach
of this Agreement (including the Exhibits thereto and the
referenced plans and arrangements), or statements or disclosures
to you, and (ii) shall not require false statements or
disclosures to be made.
8. Transition.
a. Your cessation of employment from the Company and your cessation
as an officer of LaSalle Re Holdings Limited shall be announced
by a statement substantially in the form of Exhibit 2 of this
Agreement. You and the Company will cooperate with each other in
any statements about your cessation of employment with the
Company and about your cessation as an officer of LaSalle Re
Holdings Limited so as not to depart materially from the
statement described in this paragraph (a); provided, however,
that in addition to the information in the statement, both you
and the Company
Xxxxxx X. Xxxxxxxx
April 27, 1999
Page 5
or any Affiliate may refer generally to differences between you
and the Company in management style and approach to business
operations.
b. You are required to execute the resignation letters set forth in
Exhibits 3A and 3B of this Agreement.
c. As soon as practicable after this Agreement has been fully
executed, you agree to remove your personal effects from your
office at the Company (or the Company will remove such personal
effects and ship them to you in accordance with paragraph 1-4 of
Exhibit 1 of this Agreement), to vacate such office, to return to
the Company any keys, credit cards, passes, confidential
documents or material, or other property belonging to the Company
or any of the Affiliates, and to return all writings, files,
records, correspondence, notebooks, notes and other documents and
things (including any copies thereof) containing any trade
secrets relating to the Company or any of the Affiliates.
9. Indemnification.
a. If you incur liability by reason of actions taken by you on
behalf of the Company while you were employed by the Company, or
by reason of actions taken by you as required under paragraph 4
of this Agreement, you shall be eligible for indemnification from
the Company to the same extent as other current or former
directors or officers of the Company.
b. You shall be entitled to coverage under the directors and
officers liability insurance coverage maintained by the Company
or its Affiliates (as in effect from time to time) to the same
extent as other current or former officers and directors of the
Company; provided, however, that nothing in this paragraph 9
shall be construed to require the Company or any Affiliate to
continue to maintain any such directors and officers liability
insurance coverage.
c. To the extent that expenses (including attorneys' fees) incurred
by you in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be subject to
indemnification by the Company and such expenses are not paid
currently by insurance, the Company shall pay all such expenses
(including attorneys' fees) in advance of the final disposition
of such action, suit or proceeding upon receipt of an
Xxxxxx X. Xxxxxxxx
April 27, 1999
Page 6
undertaking by you to repay such amount if it shall ultimately be
determined that you are not entitled to be indemnified by the
Company and not entitled to insurance coverage for such expenses.
10. Non-Alienation. Your interests under this Agreement are not subject
to the claims of your creditors, and may not otherwise be voluntarily
or involuntarily assigned, alienated or encumbered. Your obligations
under this Agreement may not be assigned.
11. Amendment. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing without the consent of any other
person. So long as you live, no person, other than the parties hereto,
shall have any rights under or interest in this Agreement or the subject
matter hereof.
12. Successors and Affiliates. This Agreement shall be binding on, and inure
to the benefit of, the Company and its successors and assigns and any
person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets and business.
For purposes of this Agreement, the term "Affiliate" means (a) any
corporation, partnership, joint venture or other entity which, as of your
Termination Date, owns, directly or indirectly, at least fifty percent of
the voting power of all classes of stock of the Company (or any successor
to the Company) entitled to vote; and (b) any corporation, partnership,
joint venture or other entity in which, as of your Termination Date, at
least a fifty percent voting or profits interest is owned, directly or
indirectly, by the Company, by any entity that is a successor to the
Company, or by any entity that is an Affiliate by reason of clause (a) next
above. For purposes of paragraph 4 (relating to assistance with claims),
paragraph 5 (relating to confidential information), paragraph 6 (relating
to protective covenants), paragraph 7 (relating to disparagement), the
Employee Release, and the Company Release, the term "Affiliate" shall also
include any entity that would have been an "Affiliate" by reason of the
preceding sentence (including any successor to the assets or business of
any such Affiliate) at any time during the period of the your employment by
the Company (and shall include any predecessor to any entity described in
clause (a) or (b)).
13. Effect of Breach. You acknowledge that the Company would be irreparably
injured by your violation of paragraph 5, 6, or 7, and you agree that the
Company and its Affiliates, in addition to any other remedies available to
it for such breach or threatened breach, shall be entitled to a preliminary
injunction, temporary restraining order, or other equivalent relief, as may
be permitted or applicable in the given circumstances, restraining you from
any actual or threatened breach of paragraph 5, 6, or 7. The Company
acknowledges that you would be irreparably injured by its violation of
Xxxxxx X. Xxxxxxxx
April 27, 1999
Page 7
paragraph 6 or 7, and the Company agrees that you, in addition to any other
remedies available to you for such breach or threatened breach, shall be
entitled to a preliminary injunction, temporary restraining order, or other
equivalent relief, as may be permitted or applicable in the given
circumstances, restraining the Company and its Affiliates from any actual
or threatened breach of paragraph 6 or 7.
14. Waiver of Breach. The waiver by either you or the Company (or the
Affiliates) of a breach of any provision of this Agreement shall not
operate as or be deemed a waiver of any subsequent breach by either you or
the Company. Continuation of benefits hereunder by the Company following a
breach by you of any provision of this Agreement shall not preclude the
Company from thereafter exercising any right that it may otherwise
independently have to terminate said benefits based upon the same
violation.
15. Severability. The invalidity or unenforceability of any provision of this
Agreement will not affect the validity or enforceability of any other
provision of this Agreement, and this Agreement will be construed as if
such invalid or unenforceable provision were omitted (but only to the
extent that such provision cannot be appropriately reformed or modified).
16. General Release and Waiver. As part of this Agreement, and in consideration
of the release provided to the Company as set forth in Exhibit 5 of this
Agreement, the Company shall enter into the General Release and Waiver as
set forth in Exhibit 4 of this Agreement, which is attached to and forms
part of this Agreement (the "Company Release"). As part of this Agreement,
and in consideration of the payments provided to you in accordance with
this Agreement, and in consideration of the release provided to you as set
forth in Exhibit 4 of this Agreement, you are required to execute the
General Release and Waiver, in the form set forth as Exhibit 5 of this
Agreement, which is attached to and forms a part of this Agreement (the
"Employee Release").
17. Other Agreements. Except as otherwise specifically provided in this
Agreement, this instrument constitutes the entire agreement between you and
the Company and supersedes all prior agreements and understandings, written
or oral, including, without limitation, the employment contract between you
and the Company which was effective April 1, 1999 (referred to in this
Agreement as the "Employment Contract") and any other employment agreements
that may have been made by and between you and the Company or its
predecessors or Affiliates. As of your Termination Date, all rights, duties
and obligations of both you and the Company pursuant to the Employment
Contract shall terminate.
Xxxxxx X. Xxxxxxxx
April 27, 1999
Page 8
18. Notices. Notices and all other communications provided for in this
Agreement shall be in writing and shall be delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid, or
sent by facsimile or prepaid overnight courier to the parties at the
addresses set forth below (or such other addresses as shall be specified by
the parties by like notice). Such notices, demands, claims and other
communications shall be deemed given:
(a) in the case of delivery by overnight service with guaranteed next day
delivery, the next day or the day designated for delivery;
(b) in the case of certified, registered or similar mail delivery, five
days after deposit in the local mail; or
(c) in the case of facsimile, the date upon which the transmitting party
received confirmation of receipt by facsimile, telephone or otherwise;
provided, however, that in no event shall any such communications be deemed
to be given later than the date they are actually received. Communications
that are to be delivered by the mail or by overnight service are to be
delivered to the addresses set forth below:
to the Company:
LaSalle Re Limited
00 Xxxxxx Xxxxxx
Xxxxxxxx XXXX, Xxxxxxx
or to you:
Xxxxxx X. Xxxxxxxx
000 Xxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
All notices to the Company shall be directed to the attention of the chief
executive officer of the Company, with a copy to the Secretary of the
Company. Each party, by written notice furnished to the other party, may
modify the applicable delivery address, except that notice of change of
address shall be effective only upon receipt.
Xxxxxx X. Xxxxxxxx
April 27, 1999
Page 9
19. Governing Law. The provisions of this Agreement shall be construed in
accordance with the laws of Bermuda, without regard to the conflict of law
provisions of any jurisdiction.
20. Arbitration of All Disputes. In the event of any dispute, controversy or
claim arising out of or in relation to this Agreement, or the breach,
termination or invalidity thereof, the parties hereto agree to proceed to
arbitration. The number of arbitrators shall be three (3), to be appointed
in the absence of the parties agreement by the Appointment Committee of the
Chartered Institute of Arbitrators Bermuda Branch. The procedure to be
followed shall be that as laid down in the Arbitration Act of 1986. The
place of arbitration shall be Bermuda and the language of the arbitration
shall be English. The decision and award of the arbitral tribunal is final
and binding on the parties. For the avoidance of doubt, the parties agree
that judgment may be entered and any award made by the Tribunal in any
Federal Court in the United States (or any other jurisdiction where a party
to this agreement is located). In accordance with section 13 of the
Employment Contract, as defined in section 17 of this Agreement, the
Employment Contract is hereby amended by mutual agreement of the parties,
by deleting the language in section 19 of the Employment Contract and
replacing it, effective as of the original effective date of the Employment
Contract, with terms identical to the immediately foregoing provisions of
this section 20 of this Agreement.
21. Exhibits, Other Documents. Except as otherwise expressly provided in this
Agreement, or except where the context clearly requires otherwise, all
references in this Agreement to "the Agreement" or "this Agreement" shall
be deemed to include references to each of the Exhibits to this Agreement.
To the extent that the terms of this Agreement (including the Exhibits to
this Agreement) provide that your rights or obligations set forth in this
Agreement (including the Exhibits to this Agreement) are to be determined
under, or are to be subject to, the terms of any other plan or other
document, this Agreement (including the Exhibits to this Agreement) shall
be deemed to incorporate by reference such plan or other document.
22. Counterparts. This Agreement may be executed in more than one counterpart,
but all of which together will constitute one and the same agreement.
Xxxxxx X. Xxxxxxxx
April 27, 1999
Page 10
If you agree to the terms of this Agreement, please indicate your agreement
by signing and returning a copy of this letter to the undersigned, along with a
signed copies of Exhibits 3A and 3B (Letters of Resignation), and a signed and
notarized copy of Exhibit 5 (Employee Release).
Very truly yours,
LASALLE RE LIMITED
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Its: Chairman, President and CEO
-------------------------------
Accepted and agreed to this
28th day of April, 1999.
/s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxx
Exhibit 1
---------
COMPENSATION AND BENEFITS
-------------------------
This Exhibit 1 describes your right to compensation, benefits and other
payments and distributions from the Company under the Agreement.
1-1. Prior Amounts. The Company shall pay you the amount of all earned
and previously unpaid salary for the period ending on your Termination Date.
1-2. Bonus Payment. You shall be entitled to receive $100,000,
representing payment of the bonus described in and otherwise payable under
paragraph 2(b) of your Employment Contract, of which $50,000 shall be paid as
soon as practicable following the date of execution of this Agreement; and of
which the remaining $50,000 shall be paid on September 30, 1999, or as soon as
practicable thereafter; provided, however, that payment of such remaining
$50,000 shall be made only if you have complied with all terms of this
Agreement, as determined by the Company.
1-3. Salary Continuation. Subject to the provisions of this Agreement,
for the period beginning on your Termination Date, you shall be entitled to
"Salary Continuation Payments" in accordance with the following:
(a) Subject to paragraph 1-3(b), for each calendar month (A) beginning with
the month of May, 1999, and (B) ending with the earlier of the month of
April, 2000 or the calendar month in which the Payment Termination Date
(as defined in paragraph 1-10) occurs, you will receive a Salary
Continuation Payment of $ 25,000.
(b) You will not receive a Salary Continuation Payment for any period after
the occurrence of a Payment Termination Date. The loss of your right to
payments under this paragraph 1-3 shall be in addition to, and not in lieu
of, any other remedies to which the Company may be entitled by reason of a
breach of this Agreement.
(c) Salary Continuation Payment due under this paragraph 1-3 for any month
will be paid to you in arrears, provided that no Salary Continuation
Payment shall be due under this paragraph 1-3 prior to the Initial Payment
Date.
1-4. Expense Reimbursement. Upon written approval by the Chief Executive
Officer of the Company, for the period beginning on January 25, 1999 and ending
April 15, 1999, the Company will reimburse you for reasonable expenses in the
amount of $7,406.95, and for additional reasonable expenses, if any, for
shipping your personal effects from Bermuda to your home in New Jersey in the
United States, which expenses you have documented or which you will document in
such form as required by the Company to report business expenses.
1-5. Leasing Expense Payment. You will provide timely notice to the
lessor of the house you leased in Bermuda of your intent to terminate the lease
effective May 1, 1999, and the Company will cooperate with you in enabling you
to provide the notice to the lessor in accordance with the terms of such lease.
To the extent continued rental payment is required by the terms of the lease for
the period following May 1, 1999, the Company shall pay the monthly rent of
$14,000 for the months of May, June and July, 1999; but in no event shall the
Company be obligated to pay more than $42,000 for such continued payment of
rent.
1-6. Car Payment Reimbursement. Upon your transfer to the Company's
designee of the title to the automobile that you have purchased in Bermuda, the
Company will reimburse you for the $4,950.00 which you paid out of your own
funds for such automobile.
1-7. Other Benefits. For the period beginning on your Termination Date,
and ending on the earlier of the three-month anniversary of your Termination
Date or the Payment Termination Date, you and your eligible dependents may
continue to participate in the Company's medical and dental plans in which you
participated on the date before your Termination Date; provided, however, that
participation in the medical and dental plans is subject to your payment of the
applicable employee portion of the monthly premium cost, if any.
1-8. Withholding. All amounts otherwise payable under the Agreement
shall be subject to customary withholding and other employment taxes, if any, if
required under United States tax law.
1-9. Initial Payment Date. For purposes of this Agreement, the "Initial
Payment Date" shall be the first business day following the date of execution of
this Agreement, including your execution of Exhibit 3A and Exhibit 3B (Letters
of Resignation) and Exhibit 5 (Employee Release) of this Agreement. All
payments to be made by the Company to the Employee shall be made by wire
transfer to the account designated by the Employee, unless the Employee provided
written direction to the Company to make payment directly to the Employee.
1-10. Payment Termination Date. The Payment Termination Date shall be
the earliest to occur of: (a) the twelve-month anniversary of your Termination
Date or (b) the date, if any, of any breach by you of the provisions of
paragraph 5, 6, or 7.
1-11. Other Payments. Except as specified in this Exhibit 1, or otherwise
expressly provided in or pursuant to the Agreement, you shall be entitled to no
compensation, benefits or other payments or distributions, and references in the
Employee Release to the release of claims against the Company shall be deemed to
also include reference to the release of claims against all compensation and
benefit plans and arrangements established or maintained by the Company and its
Affiliates.
1-12. Dollar Amounts. As used in this Agreement, "dollars" or numbers
preceded by the symbol "$" shall mean amounts in United States Dollars.
Exhibit 2
---------
PRESS RELEASE
-------------
LaSalle Re Holdings Limited announced today that it has reopened its search for
a Chief Financial Officer. Xxxxxx X. Xxxxxxxx will leave to pursue other
interests, effective May 1, 1999.
A committee of the Company's Board of Directors will serve as a search committee
to identify a successor.
LaSalle Re Holdings Limited, through its operating company LaSalle Re Limited,
writes specialist classes of reinsurance on a worldwide basis, including
property catastrophe reinsurance.
Exhibit 3A
----------
LETTER OF RESIGNATION
---------------------
Board of Directors
LaSalle Re Limited
Dear Sirs:
Effective May 1, 1999, I hereby resign from employment with LaSalle Re
Limited.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Exhibit 3B
----------
LETTER OF RESIGNATION
---------------------
Board of Directors
LaSalle Re Holdings Limited
Dear Sirs:
Effective May 1, 1999, I hereby resign from all positions held with
LaSalle Re Holdings Limited.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Exhibit 4
---------
COMPANY RELEASE
---------------
GENERAL RELEASE AND WAIVER
--------------------------
1. This document is attached to, is incorporated into, and forms a part
of, an agreement (the "Agreement") by and between LaSalle Re Limited (the
"Company") and Xxxxxx X. Xxxxxxxx (the "Employee").
2. Except for a claim based upon a breach of the Agreement, the Company,
for and on behalf of itself and the other Company Releasors, releases and
forever discharges to the fullest extent permitted under applicable law, and in
particular to that extent permitted by Section 98 of the Companies Act of 1981,
the Employee and the other Employee Releasees from any and all Claims, which the
Company may now have or claim, or might hereafter have or claim, against the
Employee (or against the other Employee Releasees, to the extent that it is
derived from a Claim against the Employee) based upon or arising out of any
matter or thing whatsoever, occurring or arising on or before the date of this
General Release and Waiver, to the extent that the Claim arises out of or
relates to the Employee's employment by the Company and its Affiliates, the
Employee's position as an officer of the Company or any of its Affiliates,
and/or the Employee's termination or resignation therefrom, and shall include,
without limitation, Claims arising out of or related to the Employment Contract.
For purposes of this General Release and Waiver, the terms set forth below
shall have the following meanings:
(a) The term "Agreement" shall include the Agreement and the Exhibits
thereto, and including the plans and arrangements under which the
Employee is entitled to benefits in accordance with the Agreement
and the Exhibits.
(b) The term "Claims" shall include any and all rights, claims,
demands, debts, dues, sums of money, accounts, attorneys' fees,
complaints, judgments, executions, actions and causes of action of
any nature whatsoever, cognizable at law or equity.
(c) The term "Company Releasors" shall include the Company and its
Affiliates (as defined in the Agreement), and their officers,
directors, trustees, members, representatives, agents, employees,
shareholders, partners, attorneys, and insurers, and their
predecessors and successors.
(d) The term "Employee Releasees" shall include the Employee and his
heirs, representatives, agents, and insurers.
In witness whereof XxXxxxx Re Limited has executed this deed on the 30 April
1999
The Common Seal of )
LaSalle Re Limited ) [Common Seal affixed here]
was hereunto affixed in the )
presence of: )
/s/ Xxxxxx X. Xxxxx
---------------------------------
Director
/s/ Xxxx X. Xxxxxxxx
---------------------------------
Secretary
Exhibit 5
---------
EMPLOYEE RELEASE
----------------
GENERAL RELEASE AND WAIVER
--------------------------
1. This document is attached to, is incorporated into, and forms a part
of, an agreement (the "Agreement") by and between LaSalle Re Limited (the
"Company") and Xxxxxx X. Xxxxxxxx (the "Employee"). Except for a claim based
upon a breach of the Agreement, the Employee, on behalf of himself and the other
Employee Releasors, releases and forever waives and discharges the Company and
the other Company Releasees from any and all Claims which the Employee (or the
other Employee Releasors may have, to the extent that it is derived from a Claim
which the Employee may have) now has or claims, or might hereafter have or
claim, against the Company Releasees based upon or arising out of any matter or
thing whatsoever, occurring or arising on or before the date of this General
Release and Waiver, to the extent that the Claim arises out of or relates to the
Employee's employment by the Company and its Affiliates, the Employee's position
as an officer of the Company or any of its Affiliates, and/or the Employee's
termination or resignation therefrom, and shall include, without limitation,
Claims arising out of or related to the Employment Contract, and Claims arising
under any law dealing with employment discrimination.
For purposes of this General Release and Waiver, the terms set forth below
shall have the following meanings:
(a) The term "Agreement" shall include the Agreement and the Exhibits thereto,
and including the plans and arrangements under which the Employee is
entitled to benefits in accordance with the Agreement and the Exhibits.
(b) The term "Claims" shall include any and all rights, claims, demands,
debts, dues, sums of money, accounts, attorneys' fees, complaints,
judgments, executions, actions and causes of action of any nature
whatsoever, cognizable at law or equity of any applicable jurisdictions.
(c) The term "Company Releasees" shall include the Company and its Affiliates
(as defined in the Agreement), and their officers, directors, trustees,
members, representatives, agents, employees, shareholders, partners,
attorneys, and insurers, and their predecessors and successors.
(d) The term "Employee Releasors" shall include the Employee, and his heirs,
representatives, agents, and insurers.
2. The following provisions are applicable to and made a part of the
Agreement and this General Release and Waiver:
(a) In exchange for this General Release and Waiver, the Employee hereby
acknowledges that he has received separate consideration beyond that to
which he is otherwise entitled under the Company's policy or applicable
law.
(b) The Company hereby expressly advises the Employee to consult with an
attorney of his choosing prior to executing the Agreement or this General
Release and Waiver. The Employee acknowledges that, prior to executing
this Agreement and this General Release and Waiver, he has been given a
reasonable time to review it, to consult with counsel of his choice, and
to negotiate at arm's-length with the Company as to the contents.
(c) The Employee hereby acknowledges that he has carefully read and
understands the terms of the Agreement and this General Release and Waiver
and each of his rights as set forth therein.
Signed, sealed and delivered by Xxxxxx X. Xxxxxxxx this 28th day of April,
1999.
/s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxx
State of New Jersey
-------------------
County of Essex
-----------------
Subscribed Before Me This
28th Day of April, 1999.
/s/ Xxxxxxx Xxxxxxxx
---------------------------
Notary Public
