Exhibit 10.3
[XL CAPITAL LOGO]
XL CAPITAL LTD
XL House
One Bermudiana Road
P.O. Box HM2245
Xxxxxxxx XX 11
Bermuda
Tel: (000) 000-0000
Fax: (000) 000-0000
August 9, 2006 xxx.xxxxxxxxx.xxx
CONFIDENTIAL
Xxxxxxxxxxx Xxxxxxxx
0 Xxxxxxx Xxxx Xxxx
Xx. Xxxxxxx XX00
Xxxxxxx
Dear Xxxxx:
This letter will confirm the understanding between XL Capital Ltd (the
"Company") and you as a consultant to the Company, as follows:
1. You are hereby retained by the Company to render such advice and
counsel to your successor and the Chief Executive Officer of the
Company on matters relating to the investment portfolio, investment
strategies and XL Capital Investment Partners as may reasonably be
requested by Xxxxx Xxxxxx, Xxxxx X'Xxxx or his/her designees, and
agree to devote sufficient time to the services required herein as
shall be reasonably necessary to discharge these duties.
2. The term of this Agreement shall commence as of January 1, 2007 and
shall terminate on December 31, 2007. However, either you or the
Company may terminate this agreement at any time prior to December 31,
2007, by providing the other party with 10 days written notice of such
termination. No later than 15 days prior to the expiration of this
agreement, the Company will present to you an extension of this
agreement, for your consideration, if such an extension is desired.
3. A. The Company agrees to pay, and you agree to accept, as full
compensation for such assignment a fee of $250,000 per year for all
services to be rendered herein. It is not intended that the
compensation received by you hereunder constitute "wages" for purposes
of federal, state or local withholding taxes, insurance contributions
taxes and unemployment taxes, and you agree that you will be
responsible for the payment of any taxes owed.
B. The Company shall reimburse you for such reasonable out-of-pocket
expenses as you may incur in connection with the rendition of services
contemplated hereby, upon presentation to the Company of appropriate
documentation.
C. The Company agrees to reimburse you for two (2) business class
round-trip tickets from Bermuda to London for your wife to accompany
you on trips that you may be making for the rendition of services
contemplated hereby, upon presentation to the Company of appropriate
documentation.
D. In addition, should there be any "CAPITAL EVENTS" that relate to
value created by investments entered into by XL Capital Investment
Partners, you will receive a payment based on your contributions
toward creating the added value for the investment, at the sole
discretion of the Chief Executive Officer of XL Capital.
4. During the term of this Agreement and thereafter, you shall keep in
confidence and shall not use for your own use or the use of others, or
divulge to others, any information pertaining to the business or the
Company or its affiliates including, without limitation, secret or
confidential information, knowledge, data or plans of the Company or
its affiliates, including, without limitation, matters of a business
nature such as information about costs and profits, projections,
personnel information, records, customer lists, contact persons,
customer data, public relation strategy information, corporate
communication strategy information, software, sales data, or matters
of a creative nature ("Client Information"). Client information shall
be considered and kept as the private, proprietary and confidential
information of the Company and may not be divulged without the express
written authorization of the Company.
5. You shall perform your services hereunder as an independent
contractor, and not as an employee, in accordance with the terms of
this Agreement, and you acknowledge that by reason of this Agreement,
you shall not be entitled to participate in or enjoy the benefits of
any retirement, pension, profit-sharing, group insurance, health
insurance or other similar plans which have been or may be instituted
by the Company for the benefit of its employees. You also acknowledge
that you do not have, nor does this Agreement provide you with, any
authority to bind the Company or to expend funds on behalf of the
Company and you agree that you may not do so without the express
written authorization of the Company.
6. You agree that during the term of this Agreement, you will not engage
in or render any of the services described above in paragraph 1 to any
person or organization other than the Company without the prior
written consent of the Company. Furthermore, while it is expected that
you may maintain directorships with investment affiliates of the
Company during the term of this Agreement, you expressly agree to
resign such positions if requested to do so by the Company.
7. In the event of your death or disability that renders you incapable of
performing services under this Agreement, you agree that the Company
may terminate this Agreement without further obligation.
8. This arrangement constitutes the complete understanding of the
parties. You agree that this Agreement is personal to you and that you
will not, by operation of law or otherwise, assign, transfer, or
subcontract this Agreement or any of the rights hereunder without the
consent of the Company. You further acknowledge that this Agreement
and rights hereunder shall be governed by laws of the State of New
York. If any provision of this Agreement shall be determined by any
court of competent jurisdiction to be invalid and unenforceable to any
extent, the remainder of this Agreement shall not be affected thereby,
and shall be enforced to the fullest extent permitted by law.
If the foregoing accurately sets forth our understanding, please execute
this letter in the space provided below and return it to me. An executed copy of
this letter is enclosed for your file.
Very truly yours,
By: /s/ Xxxxx X. X'Xxxx
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XXXXX X. X'XXXX
ACCEPTED AND AGREED TO:
/s/ Xxxxxxxxxxx Xxxxxxxx
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XXXXXXXXXXX XXXXXXXX
9/15/06
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