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Argo Group International Holdings, Ltd. – ‘8-K’ for 11/16/23 – ‘EX-10.3’

On:  Thursday, 11/16/23, at 8:08am ET   ·   For:  11/16/23   ·   Accession #:  1104659-23-118922   ·   File #:  1-15259

Previous ‘8-K’:  ‘8-K’ on / for 11/8/23   ·   Next:  ‘8-K’ on 12/1/23 for 11/30/23   ·   Latest:  ‘8-K’ on 2/26/24 for 2/21/24   ·   3 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/16/23  Argo Group Int’l Holdings, Ltd.   8-K:2,3,5,811/16/23   19:1.8M                                   Toppan Merrill/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     73K 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML      9K 
 3: EX-3.2      Articles of Incorporation/Organization or Bylaws    HTML    358K 
 4: EX-10.1     Material Contract                                   HTML     27K 
 5: EX-10.2     Material Contract                                   HTML     30K 
 6: EX-10.3     Material Contract                                   HTML     11K 
 7: EX-10.4     Material Contract                                   HTML     26K 
 8: EX-10.5     Material Contract                                   HTML     17K 
 9: EX-99.1     Miscellaneous Exhibit                               HTML     15K 
14: R1          Cover                                               HTML     58K 
17: XML         IDEA XML File -- Filing Summary                      XML     13K 
15: XML         XBRL Instance -- tm2330620d1_8k_htm                  XML     24K 
16: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
11: EX-101.DEF  XBRL Definitions -- argo-20231116_def                XML     76K 
12: EX-101.LAB  XBRL Labels -- argo-20231116_lab                     XML    109K 
13: EX-101.PRE  XBRL Presentations -- argo-20231116_pre              XML     73K 
10: EX-101.SCH  XBRL Schema -- argo-20231116                         XSD     16K 
18: JSON        XBRL Instance as JSON Data -- MetaLinks               27±    38K 
19: ZIP         XBRL Zipped Folder -- 0001104659-23-118922-xbrl      Zip    118K 


‘EX-10.3’   —   Material Contract


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Exhibit 10.3

 

Execution Copy 

 

Resignation Letter

 

November 16, 2023

 

Argo Group International Holdings, Ltd.

90 Pitts Bay Road

Pembroke, HM 08

Bermuda

 

Ladies and Gentlemen:

 

Reference is hereby made to that certain Agreement and Plan of Merger, by and among Argo Group International Holdings, Ltd., a Bermuda exempted company limited by shares (the “Company”), Brookfield Reinsurance Ltd., a Bermuda exempted company limited by shares (“Brookfield Reinsurance”), and BNRE Bermuda Merger Sub Ltd., a Bermuda exempted company limited by shares (“Merger Sub”), dated as of February 8, 2023 (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Brookfield Reinsurance. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Merger Agreement.

 

I, Susan Comparato, hereby resign and withdraw from any and all positions that I hold as an officer and employee of the Company or any of its Subsidiaries (collectively, the “Company Group”), in each case, effective immediately following the Closing Date. In connection with my resignation from employment with the Company Group, and in consideration of (i) my commencement of employment with Brookfield Reinsurance and its Subsidiaries (collectively, the “Brookfield Group”) pursuant to the Offer Letter, dated as of September 28 2023, by and between me and Brookfield Reinsurance LLC (the “Offer Letter”) and (iithe Company’s payment of a lump sum amount equal to $257,753.42, representing a pro-rated 2023 annual bonus (the “Discretionary Bonus”), subject to applicable tax withholdings, no later than the second payroll date following the date on which I execute and deliver the release of claims attached as Annex A (the “Release”), I hereby agree to execute and deliver the Release no earlier than the Closing Date and no later than the Start Date (as defined in the Offer Letter). Notwithstanding the foregoing, in no event shall the timing of my execution of the Release, directly or indirectly, result in me designating the calendar year of payment of the Discretionary Bonus, and if the Discretionary Bonus could be made in more than one taxable year, payment shall be made in the later taxable year.

 

For the avoidance of doubt, I hereby acknowledge that (x) the termination of my employment with the Company Group, and the commencement of my employment with the Brookfield Group, shall not, in either case, result in any severance payments or benefits under the Executive Severance Plan of the Company, effective as of January 1, 2021, and amended and restated as of April 26, 2022 (the “Plan”), and (y) my participation in the Plan shall cease as of the Closing Date.

 

 

 

  Sincerely,
   
  /s/ Susan Comparato
  Susan Comparato

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:11/16/23
2/8/238-K,  DEFA14A,  SC 13D/A
4/26/22
1/1/21
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/19/24  Argo Group Int’l Holdings, Inc.   10-K       12/31/23  164:45M                                    Workiva Inc Wde… FA01/FA


2 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/08/23  Argo Group Int’l Holdings, Ltd.   8-K:1,8,9   2/08/23   14:1.1M                                   Toppan Merrill/FA
 5/06/22  Argo Group Int’l Holdings, Ltd.   10-Q        3/31/22   93:14M                                    Workiva Inc Wde… FA01/FA
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Filing Submission 0001104659-23-118922   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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