Attached files
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EX-10.2 - EXHIBIT 10.2 - ENDURANCE SPECIALTY HOLDINGS LTD | c96787exv10w2.htm |
EX-10.3 - EXHIBIT 10.3 - ENDURANCE SPECIALTY HOLDINGS LTD | c96787exv10w3.htm |
EX-99.1 - EXHIBIT 99.1 - ENDURANCE SPECIALTY HOLDINGS LTD | c96787exv99w1.htm |
EX-10.1 - EXHIBIT 10.1 - ENDURANCE SPECIALTY HOLDINGS LTD | c96787exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2010
Endurance Specialty Holdings Ltd.
(Exact name of registrant as specified in its charter)
Bermuda | 1-31599 | 98-032908 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
Wellesley House, 90 Pitts Bay Road, Pembroke, Bermuda |
HM 08 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (441) 278-0440
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry Into a Material Definitive Agreement
Employment Arrangements for Kenneth J. LeStrange
On February 17, 2010, Kenneth J. LeStrange notified the Board of Directors of Endurance
Specialty Holdings Ltd. (the Company) that he would retire from his role as President and Chief
Executive Officer of the Company effective as of March 1, 2010 and that he would continue in the
role of Chairman of the Board of the Company until March 2, 2011. The Company and Mr. LeStrange
are in the process of negotiating a new employment agreement with respect to Mr. LeStranges
position as Chairman of the Board of Directors of the Company.
Amended and Restated Employment Agreements for David S. Cash and William M. Jewett
On February 18, 2010, in connection with the retirement of Mr. LeStrange from the positions of
Chief Executive Officer and President and the appointment of David S. Cash as Chief Executive
Officer and William M. Jewett as President, the Company entered into amended and restated
employment agreements with Messrs. Cash and Jewett, which are attached hereto as Exhibits 10.1 and
10.2, respectively, and are incorporated herein by reference (each, an Amended Employment
Agreement).
Each Amended Employment Agreement is substantially the same as the form of executive
employment agreement previously filed by the Company on Current Report on Form 8-K dated May 4,
2009, other than changes to the roles of the relevant executive, modifications to the definitions
of the non-competition period and change of control, and revised compensation and payments upon
separation of the executives service from the Company.
Mr. Cashs Amended Employment Agreement is for a one year term, followed by automatic one-year
renewals unless notice of separation from service is provided by the Company or the executive at
least 90 days prior to the end of the term. Mr. Jewetts Amended and Restated Employment Agreement
runs through November 12, 2010, at which time it is then automatically renewed for one-year
renewals unless notice of separation from service is provided by the Company or the executive at
least 90 days prior to the end of the term. Each Amended Employment Agreement specifies for the
executive an annual base salary, subject to increase in the discretion of the Board of Directors of
the Company. Each Amended Employment Agreement also provides the executive with the opportunity to
earn annual cash incentive compensation and long-term incentive compensation, each payable at the
discretion of the Board of Directors of the Company. The Amended Employment Agreement provides for
reimbursement for housing expenses for both executives, as well as reimbursement for travel
expenses and a gross-up on U.S. taxes arising from the housing and travel expense reimbursements
for Mr. Jewett.
Under each Amended Employment Agreement, the Company may separate an executives service from
the Company as a result of disability, for cause or without cause. An executive may separate his
service from the Company at any time, with or without good reason. An executives service from the
Company will automatically be severed upon the executives death.
Under each Amended Employment Agreement, in the event of separation of an executives service
from the Company, the executive will be entitled to severance which, depending upon the
circumstances of the executives separation, may include accrued base salary through the date of
separation, earned and unpaid annual incentive compensation, a continuation or lump sump payment of
additional base salary of varying duration, depending upon circumstances, additional annual
incentive compensation, payments in lieu of unvested long-term incentive compensation, a
continuation of medical and life insurance benefits for up to one year, accrued and unpaid vacation
days, reimbursement of business, tax preparation and housing expenses and other employee benefits
to which employees of the Company are generally entitled.
Under each Amended Employment Agreement, each executive is subject to non-competition and
non-solicitation provisions, as well as ongoing confidentiality, intellectual property and
non-disparagement requirements. Mr. Cashs non-competition and non-solicitation obligations extend
for one year following separation from service, while Mr. Jewetts non-competition and
non-solicitation obligations extend for six months after separation from service.
Concurrent with the execution of each Amended Employment Agreement, the Company entered into
new indemnification agreements with Messrs. Cash and Jewett. A copy of the form of indemnification
agreement (the Indemnification Agreement) is attached hereto as Exhibit 10.3 and is incorporated
herein by reference.
Each Indemnification Agreement provides that the Company will indemnify the executive to the
full extent permitted by Bermuda law. In addition, each Indemnification Agreement provides for the
reimbursement by the Company of an executives expenses related to the defense of claims arising
from the executives services as a director, officer, employee, agent or fiduciary of the Company.
In the event indemnification is unavailable to an executive, each Indemnification Agreement
specifies contribution. Under each Indemnification Agreement, an executives right to
indemnification is terminated in the event the claim arises from the executives fraud or
dishonesty in relation to the Company. In addition, an executives right of indemnification is
limited where payment is to be made from another source, where indemnification is prohibited by law
or where the claim arises as a result of liability under Section 16(b) of the U.S. Securities
Exchange Act of 1934, as amended.
Each Indemnification Agreement also specifies the minimum levels of directors and officers
liability insurance to be purchased by the Company, the procedure for the determination of an
executives entitlement to indemnification by the Company and the
procedures to be followed in connection with the defense of third party claims subject to
indemnification.
The foregoing summaries of the terms of the Amended Employment Agreements and the
Indemnification Agreements do not purport to be complete and are qualified in their entirety by
reference to the Amended Employment Agreements and Form of Indemnification Agreement attached
hereto as Exhibits 10.1, 10.2 and 10.3, respectively.
Item 5.02. Departure of Directors or Principal Officer; Election of Directors; Appointment of
Principal Officers.
(b) On February 17, 2010, Kenneth J. LeStrange notified Endurance Specialty Holdings Ltd. (the
Company) that he will retire as President and Chief Executive Officer of the Company effective
March 1, 2010 and will continue as Chairman of the Board of Directors of the Company until March 2,
2011.
(c) Effective March 1, 2010, Davis S. Cash, age 45, will become Chief Executive Officer of the
Company. Mr. Cash has been with the Company since its founding in 2001, serving as the Companys Chief Actuary/Chief Risk Officer,
President of the Companys Bermuda operating company and, most recently, as the Companys Chief
Underwriting Officer. Mr. Cash previously worked for various Zurich Financial Services subsidiaries
and prior to that served as a consulting actuary at Tillinghast-Towers Perrin. Mr. Cash received
an Msc. in mathematics from Oxford University, which he attended as a Rhodes Scholar. Mr. Cash, a
native of Bermuda, is a Fellow of the Casualty Actuarial Society and a Member of the American
Academy of Actuaries.
Also
effective March 1, 2010, William M. Jewett, age 52, will become President of the Company.
Mr. Jewett joined the Company in December 2002. During his
time at the Company, Mr. Jewett has served as
President and Chief Executive Officer of Worldwide Reinsurance and President of the Companys U.S.
reinsurance subsidiary, Endurance Reinsurance Corporation of America. Mr. Jewett was previously
affiliated with Converium Reinsurance (North America), Centre Reinsurance Company of New York, NAC
Re and Prudential Re. Mr. Jewett holds an A.B., magna cum laude, from Harvard University and an
M.B.A. from the Wharton School of the University of Pennsylvania.
Messrs. Cash and Jewett will be nominated for election to the Companys Board of Directors at
the Companys Annual General Meeting of Shareholders to be held in May 2010.
In connection with the foregoing appointments, on February 18, 2010 the Company entered into
amended and restated employment agreements and indemnification agreements with Messrs. Cash and
Jewett. Copies of the amended and restated employment agreements (the Amended Employment
Agreements) are attached
hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference. A copy of the form
of indemnification agreement (the Indemnification Agreement) is attached hereto as Exhibit 10.3
and is incorporated herein by reference. Descriptions of the Amended Employment Agreements and of
the Indemnification Agreement set forth in Item 1.01 of this report are incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure
On February 18, 2010, the Company issued a press release relating to the appointment of Mr.
Cash as Chief Executive Officer and Mr. Jewett as President and the retirement of Mr. LeStrange
from the positions of Chief Executive Officer and President and the continuation of Mr. LeStrange
in the role of Chairman of the Board until March 2, 2011. This press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 | Amended and Restated Employment Agreement, dated February 18,
2010, by and between the Company and Mr. David Cash |
|||
10.2 | Amended and Restated Employment Agreement, dated February 18,
2010, by and between the Company and Mr. William Jewett |
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10.3 | Form of Indemnification Agreement |
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99.1 | Press Release |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: February 23, 2010
By: | /s/ John V. Del Col | |||
Name: | John V. Del Col | |||
Title: | General Counsel & Secretary |
EXHIBIT INDEX
Exhibit No. | Description | |||
10.1 | Amended and Restated Employment Agreement, dated February 18, 2010, by and between
the Company and Mr. David Cash |
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10.2 | Amended and Restated Employment Agreement, dated February 18, 2010, by and between
the Company and Mr. William Jewett |
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10.3 | Form of Indemnification Agreement |
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99.1 | Press Release |