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Argo Group International Holdings, Ltd. – ‘10-K’ for 12/31/21 – ‘EX-10.23’

On:  Wednesday, 3/16/22, at 12:05pm ET   ·   For:  12/31/21   ·   Accession #:  1628280-22-6331   ·   File #:  1-15259

Previous ‘10-K’:  ‘10-K’ on 3/15/21 for 12/31/20   ·   Next:  ‘10-K/A’ on 4/29/22 for 12/31/21   ·   Latest:  ‘10-K’ on 3/19/24 for 12/31/23   ·   26 References:   

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

 3/16/22  Argo Group Int’l Holdings, Ltd.   10-K       12/31/21  153:35M                                    Workiva Inc Wde… FA01/FA

Annual Report   —   Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.74M 
 2: EX-10.11    Material Contract                                   HTML     81K 
 3: EX-10.21    Material Contract                                   HTML     52K 
 4: EX-10.22    Material Contract                                   HTML     43K 
 5: EX-10.23    Material Contract                                   HTML     74K 
 6: EX-21       Subsidiaries List                                   HTML     52K 
 7: EX-22       Published Report re: Matters Submitted to a Vote    HTML     43K 
                of Security Holders                                              
 8: EX-23       Consent of Expert or Counsel                        HTML     44K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     47K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     47K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     45K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     44K 
18: R1          Cover                                               HTML    115K 
19: R2          Audit Information                                   HTML     48K 
20: R3          Consolidated Balance Sheets                         HTML    159K 
21: R4          Consolidated Balance Sheets (Parenthetical)         HTML     73K 
22: R5          Consolidated Statements of Income (Loss)            HTML    151K 
23: R6          Consolidated Statements of Comprehensive Income     HTML    102K 
                (Loss)                                                           
24: R7          Consolidated Statements of Shareholders' Equity     HTML    121K 
25: R8          Consolidated Statements of Shareholders' Equity     HTML     45K 
                (Parenthetical)                                                  
26: R9          Consolidated Statements of Cash Flows               HTML    161K 
27: R10         Business and Significant Accounting Policies        HTML    122K 
28: R11         Recent Acquisitions, Disposals & Other              HTML     52K 
                Transactions                                                     
29: R12         Investments                                         HTML    443K 
30: R13         Allowance for Credit Losses                         HTML     59K 
31: R14         Leases                                              HTML     71K 
32: R15         Reinsurance                                         HTML     66K 
33: R16         Reserves for Losses and Loss Adjustment Expenses    HTML   1.12M 
34: R17         Run-off Lines                                       HTML     96K 
35: R18         Long-term Debt                                      HTML    182K 
36: R19         Disclosures about Fair Value of Financial           HTML     99K 
                Instruments                                                      
37: R20         Shareholders' Equity                                HTML     58K 
38: R21         Accumulated Other Comprehensive Income (Loss)       HTML     78K 
39: R22         Net (Loss) Income Per Common Share                  HTML     63K 
40: R23         Share-based Compensation                            HTML     69K 
41: R24         Underwriting, Acquisition and Insurance Expenses    HTML     56K 
42: R25         Income Taxes                                        HTML    193K 
43: R26         Pension Benefits and Savings Plans                  HTML     50K 
44: R27         Commitments and Contingencies                       HTML     46K 
45: R28         Segment Information                                 HTML    123K 
46: R29         Statutory Accounting Principles                     HTML     68K 
47: R30         Insurance Assessments                               HTML     45K 
48: R31         Transactions with Related Parties                   HTML     46K 
49: R32         Schedule II Condensed Financial Information of      HTML    131K 
                Registrant                                                       
50: R33         Schedule III Supplemental Insurance Information     HTML    127K 
51: R34         Schedule V Valuation and Qualifying Accounts        HTML     68K 
52: R35         Schedule VI Supplemental Information for            HTML     75K 
                Property-Casualty Insurance Companies                            
53: R36         Business and Significant Accounting Policies        HTML    130K 
                (Policies)                                                       
54: R37         Business and Significant Accounting Policies        HTML     73K 
                (Tables)                                                         
55: R38         Investments (Tables)                                HTML    448K 
56: R39         Allowance for Credit Losses (Tables)                HTML     61K 
57: R40         Leases (Tables)                                     HTML     73K 
58: R41         Reinsurance (Tables)                                HTML     62K 
59: R42         Reserves for Losses and Loss Adjustment Expenses    HTML   1.10M 
                (Tables)                                                         
60: R43         Run-off Lines (Tables)                              HTML    100K 
61: R44         Long-term Debt (Tables)                             HTML    170K 
62: R45         Disclosures about Fair Value of Financial           HTML     93K 
                Instruments (Tables)                                             
63: R46         Accumulated Other Comprehensive Income (Loss)       HTML     80K 
                (Tables)                                                         
64: R47         Net (Loss) Income Per Common Share (Tables)         HTML     62K 
65: R48         Share-based Compensation (Tables)                   HTML     62K 
66: R49         Underwriting, Acquisition and Insurance Expenses    HTML     55K 
                (Tables)                                                         
67: R50         Income Taxes (Tables)                               HTML    192K 
68: R51         Segment Information (Tables)                        HTML    125K 
69: R52         Statutory Accounting Principles (Tables)            HTML     61K 
70: R53         Business and Significant Accounting Policies -      HTML    135K 
                Additional Information (Detail)                                  
71: R54         Business and Significant Accounting Policies -      HTML     55K 
                Intangible Assets and Accumulated Amortization                   
                (Detail)                                                         
72: R55         Business and Significant Accounting Policies -      HTML     59K 
                Schedule of Interest Paid (Detail)                               
73: R56         Recent Acquisitions, Disposals & Other              HTML     65K 
                Transactions - Sale of Business Unit (Details)                   
74: R57         Recent Acquisitions, Disposals & Other              HTML     55K 
                Transactions - Acquisitions (Details)                            
75: R58         Investments - Additional Information (Detail)       HTML     58K 
76: R59         Investments - Schedule of Amortized Cost, Gross     HTML     89K 
                Unrealized Gains, Gross Unrealized Losses and Fair               
                Value of Investments (Detail)                                    
77: R60         Investments - Schedule of Amortized Cost and Fair   HTML     79K 
                Values of Fixed Maturity Investments, by                         
                Contractual Maturity (Detail)                                    
78: R61         Investments - Schedule of Carrying Value and        HTML     59K 
                Unfunded Investment Commitments of Other Invested                
                Assets Portfolio (Detail)                                        
79: R62         Investments - Schedule of Aging of Unrealized       HTML     94K 
                Losses on Company's Investments in Fixed                         
                Maturities, Equity Securities and Other                          
                Investments (Detail)                                             
80: R63         Investments - Allowance for Credit Losses (Detail)  HTML     75K 
81: R64         Investments - Schedule of Investment Income and     HTML     57K 
                Expenses (Detail)                                                
82: R65         Investments - Schedule of Company's Gross Realized  HTML     79K 
                Investment Gains (Losses) (Detail)                               
83: R66         Investments - Schedule of Changes in Unrealized     HTML     56K 
                Appreciation (Depreciation) (Detail)                             
84: R67         Investments - Schedule of Fair Value of Foreign     HTML     52K 
                Currency Exchange Forward Contracts (Detail)                     
85: R68         Investments - Schedule of Realized Gains and        HTML     58K 
                Losses of Investment on Foreign Currency Exchange                
                Forward Contracts (Detail)                                       
86: R69         Investments - Components of Restricted Assets       HTML     58K 
                (Detail)                                                         
87: R70         Investments - Financial Assets Measured at Fair     HTML    123K 
                Value on Recurring Basis (Detail)                                
88: R71         Investments - Schedule of Reconciliation of         HTML     85K 
                Beginning and Ending Balances for Investments                    
                Categorized as Level 3 (Detail)                                  
89: R72         Allowance for Credit Losses - Premium Receivables   HTML     55K 
                (Details)                                                        
90: R73         Allowance for Credit Losses - Reinsurance           HTML     53K 
                Recoverables (Details)                                           
91: R74         Leases - Additional Information (Details)           HTML     55K 
92: R75         Leases - Components of Leases (Details)             HTML     51K 
93: R76         Leases - Lease Cost (Details)                       HTML     56K 
94: R77         Leases - Lease Maturity (Details)                   HTML     64K 
95: R78         Reinsurance - Additional Information (Detail)       HTML     54K 
96: R79         Reinsurance - Schedule of Reinsurance Premium       HTML     66K 
                (Detail)                                                         
97: R80         Reserves for Losses and Loss Adjustment Expenses -  HTML     78K 
                Reserves for Losses and Loss Adjustment Expenses                 
                (Detail)                                                         
98: R81         Reserves for Losses and Loss Adjustment Expenses -  HTML     68K 
                Additional Information (Detail)                                  
99: R82         Reserves for Losses and Loss Adjustment Expenses -  HTML     53K 
                Impact from (Favorable) Unfavorable Development of               
                Prior Accident Years' Loss and LAE Reserves on                   
                Each Reporting Segment (Detail)                                  
100: R83         Reserves for Losses and Loss Adjustment Expenses -  HTML    456K  
                Summary of Information about Incurred and                        
                Cumulative Paid Losses and Allocated Loss                        
                Adjustment Expenses, Net of Reinsurance (Detail)                 
101: R84         Reserves for Losses and Loss Adjustment Expenses -  HTML     87K  
                Summary of Reconciliation of Net Incurred and Paid               
                Development to Liability for Unpaid Losses and LAE               
                in Consolidated Balance Sheets (Detail)                          
102: R85         Reserves for Losses and Loss Adjustment Expenses -  HTML    109K  
                Schedule of Supplementary Unaudited Information                  
                About Annual Percentage Payout of Incurred Losses                
                and ALAE, Net of Reinsurance (Detail)                            
103: R86         Reserves for Losses and Loss Adjustment Expenses -  HTML     61K  
                Schedule of Information About Discounted                         
                Liabilities For Unpaid Losses and LAE (Detail)                   
104: R87         Run-off Lines - Gross Reserves for Run-Off Lines    HTML     60K  
                (Detail)                                                         
105: R88         Run-off Lines - Total Gross Reserves for Asbestos   HTML     71K  
                Exposure (Detail)                                                
106: R89         Run-off Lines - Underwriting Losses for Run-Off     HTML     60K  
                Lines (Detail)                                                   
107: R90         Long-term Debt - Additional Information (Detail)    HTML    113K  
108: R91         Long-term Debt - Schedule of Unamortized Debt       HTML     51K  
                Issuance Costs Deducted from Carrying Value of                   
                Debt Liability (Details)                                         
109: R92         Long-term Debt - Schedule of Junior Subordinated    HTML     96K  
                Debentures (Detail)                                              
110: R93         Long-term Debt - Schedule of Maybrooke Junior       HTML     57K  
                Subordinated Debentures (Detail)                                 
111: R94         Long-term Debt- Schedule of Terms and Principal     HTML     47K  
                Amounts of Other Indebtedness (Detail)                           
112: R95         Long-term Debt - Schedule of Floating Rate Loan     HTML     73K  
                Stock, Notes Outstanding (Detail)                                
113: R96         Long-term Debt - Schedule of Long-term Debt         HTML     73K  
                Maturity (Details)                                               
114: R97         Disclosures about Fair Value of Financial           HTML     63K  
                Instruments - Summary of Company's Financial                     
                Instruments Whose Carrying Amount Did Not Equal                  
                Fair Value (Detail)                                              
115: R98         Disclosures about Fair Value of Financial           HTML     81K  
                Instruments - Schedule of Financial Instruments                  
                Measured at Fair Value (Details)                                 
116: R99         Shareholders' Equity - Additional Information       HTML     93K  
                (Detail)                                                         
117: R100        Accumulated Other Comprehensive Income (Loss) -     HTML     76K  
                Changes in Accumulated Other Comprehensive Income                
                (Loss) (Detail)                                                  
118: R101        Accumulated Other Comprehensive Income (Loss) -     HTML     65K  
                Amounts Reclassified from Accumulated Other                      
                Comprehensive Income (Loss) (Detail)                             
119: R102        Net (Loss) Income Per Common Share - Net (Loss)     HTML     91K  
                Income Per Common Share on Basic and Diluted Basis               
                (Detail)                                                         
120: R103        Net (Loss) Income Per Common Share - Additional     HTML     47K  
                Information (Detail)                                             
121: R104        Share-based Compensation - Additional Information   HTML    102K  
                (Detail)                                                         
122: R105        Share-based Compensation - Summary of Performance   HTML     67K  
                Share Activity (Details)                                         
123: R106        Share-based Compensation - Summary of Restricted    HTML     67K  
                Share Activity (Detail)                                          
124: R107        Underwriting, Acquisition and Insurance Expenses    HTML     53K  
                (Detail)                                                         
125: R108        Income Taxes - Additional Information (Detail)      HTML     62K  
126: R109        Income Taxes - Income Tax (Benefit) Provision       HTML     72K  
                Expense (Detail)                                                 
127: R110        Income Taxes - Schedule of Pre-Tax Income (Loss)    HTML     78K  
                and Effective Income Tax Rates (Detail)                          
128: R111        Income Taxes - Reconciliation of Difference         HTML     71K  
                Between Provision for Income Taxes and Expected                  
                Tax Provision at Weighted Average Tax Rate                       
                (Detail)                                                         
129: R112        Income Taxes - Schedule of Net Deferred Tax         HTML    106K  
                Liability Comprises Tax Effect Related to Assets                 
                and Liabilities (Detail)                                         
130: R113        Income Taxes - Schedule of Net Operating Loss       HTML     56K  
                Carryforwards Amounts by Jurisdiction and Year of                
                Expiration (Detail)                                              
131: R114        Income Taxes - Schedule of Unrecognized Tax         HTML     59K  
                Benefits (Details)                                               
132: R115        Pension Benefits and Savings Plans (Detail)         HTML     58K  
133: R116        Commitments and Contingencies - Additional          HTML     47K  
                Information (Detail)                                             
134: R117        Segment Information - Additional Information        HTML     68K  
                (Detail)                                                         
135: R118        Segment Information - Revenue and Income (Loss)     HTML     90K  
                Before Income Taxes for Each Segment (Detail)                    
136: R119        Segment Information - Schedule of Earned Premiums   HTML     57K  
                by Geographic Location (Detail)                                  
137: R120        Segment Information - Identifiable Assets (Detail)  HTML     61K  
138: R121        Segment Information - Schedule of Goodwill and      HTML     53K  
                Intangible Assets Net of Accumulated Amortization                
                (Detail)                                                         
139: R122        Statutory Accounting Principles - Statutory         HTML     51K  
                Capital and Surplus for Principal Operating                      
                Subsidiaries (Detail)                                            
140: R123        Statutory Accounting Principles - Statutory Net     HTML     51K  
                Income (Loss) for Principal Operating Subsidiaries               
                (Detail)                                                         
141: R124        Statutory Accounting Principles - Additional        HTML     61K  
                Information (Detail)                                             
142: R125        Insurance Assessments (Detail)                      HTML     45K  
143: R126        Schedule II Condensed Financial Information of      HTML     99K  
                Registrant - Schedule of Balance Sheets (Detail)                 
144: R127        Schedule II Condensed Financial Information of      HTML     96K  
                Registrant - Schedule of Statements of Income                    
                (Detail)                                                         
145: R128        Schedule II Condensed Financial Information of      HTML    125K  
                Registrant - Schedule of Statements of Cash Flows                
                (Detail)                                                         
146: R129        Schedule III Supplemental Insurance Information     HTML     86K  
                (Detail)                                                         
147: R130        Schedule V Valuation and Qualifying Accounts        HTML     55K  
                (Detail)                                                         
148: R131        Schedule VI Supplemental Information for            HTML     71K  
                Property-Casualty Insurance Companies (Detail)                   
151: XML         IDEA XML File -- Filing Summary                      XML    291K  
149: XML         XBRL Instance -- argo-20211231_htm                   XML  10.94M  
150: EXCEL       IDEA Workbook of Financial Reports                  XLSX    235K  
14: EX-101.CAL  XBRL Calculations -- argo-20211231_cal               XML    398K 
15: EX-101.DEF  XBRL Definitions -- argo-20211231_def                XML   1.51M 
16: EX-101.LAB  XBRL Labels -- argo-20211231_lab                     XML   3.13M 
17: EX-101.PRE  XBRL Presentations -- argo-20211231_pre              XML   2.17M 
13: EX-101.SCH  XBRL Schema -- argo-20211231                         XSD    346K 
152: JSON        XBRL Instance as JSON Data -- MetaLinks              751±  1.15M  
153: ZIP         XBRL Zipped Folder -- 0001628280-22-006331-xbrl      Zip   1.02M  


‘EX-10.23’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C: 
  ex1023123121  
_,,, ARGO GROUP -JS 2020 Cnar AlliSon, I am pleased to oonfinn our concfitional offer of employment on behalf of Argonaut Managet"Mf1t Services. Inc. (AMSI), as Sonior Vtee President General Counsel. You will be based ,n the Umed States and roport to Kovin J . Rehnberg, Argo Group Chief Executive Offrcer. This employment offer Is valid until 22 May 2020 and is contingent upon the satisfactosy successful completion or certain requirements as explained in this letter, including a pre-employment background check. credit check, reference check, and verrfication of your right to work in the United States. Compensation As Senior Vice President, General Counsel, you will be classified as exempt which means you are not eligible for overtime pay. You will be paid a biweekly salary of $19,230.77, which equates to an annualized salary of $500,000.02, payable in accordance with AMSl's standard payroll practices and subject to all withholdings and deductions as required or permitted by applicable law. Paydays are every other Friday. Our Executives are expected to manage time off appropriately, while meeting business objectives in a timely manner. In addition to company provided fixed holidays, bereavement leave, jury duty or court appearances, and military leave, you will be eligible to take paid time off annually for vacation, religious holidays, ethnic days of significance, illness or other covered reasons under an applicable state or local paid sick leave law, medical appointments, to care for an ill family member, for personal business, and other needs which may require time off from work during normal work hours.. You will be eligible to participate in Argo's Annual Incentive Compensation Plan ("the Profit Sharing Plan· ) at a target participation rate equal to 75% of your annual base salary, subject to the eligibility and other provisions of the applicable plan. Awards pursuant to the Annual Incentive Plan are based on achievement of financial , operational, and individual goals, and are therefore not guaranteed, and any such discretionary award may be lower or higher than your target amount. Profit sharing awards, if any, will be subject to all applicable taxes and withholdings. You will be eligible to participate in the 2020 Profit Sharing Plan, which will be paid, as appropriate, in March 2021 . The profit sharing award will not be pro-rated based on your hire date for fiscal year 2020. You must be actively employed with the expectation of continued employment at the time the profit sharing award is paid. You will receive a one-time payment equal to $200,000.00 in consideration of the portion of the long term cash incentive forfeited from your prior employer. $160,000 will be paid to you in March 2021 and the remaining $40,000 will be paid in March 2022. By signing below, you acknowledge that you understand and agree that you will reimburse Argo 100% of this one-time payment should you voluntarily leave within 24 months of the date of payment. 175 E. Houston St., Suite 1300 San Antonio, TX 78205 www.arqolimited.com T 2 10 321 8400 F 2 10 321 8503


 
.;('ARGO GROUP In addition. you aro elagibfa to parbdpalG in Argd11 Long Tenn Incentive COmpensrv0r1 P!an (the Plan"} at a target partldpalion rate equal to $300,000.00 annuaily. subject to the UlliJ""""'•Y and othor provisklna of the appOc.able Plan. Award& under the plan are mado on a CMaeU<w,my basiS and are typically owattled Bath Spong. You will bo eJ,gible lo recelve an annual ward equal to $300,000.00 in the Spring of 2021 . Under our cur1ent L Tl plan, your award will be granted irt tho foml of 75% reatrtcrod stock and 25% restrictod cash. or the stock/cash mot then in effect at~ bma of grnnt and op.proved by the Human Resources Committee of th& Argo Group Boa,d of Directors.. Awards may ateo be granted in the fotm of Stock Options, Stock Appreciation R,gh1s, Restricted Stock, Restricted SlOCk UnJtB, Restricted Cash. or some oombinatJon thereof In the Company's sote dlscretlon. For Mum L Tl awards, a performance goal(s) will be ost.abJished Which must bo met In that same calendar year fn order to vest In the award. Awards vest ratabfy over a four-yoar period, measured from the award grant date. Btmeflts We recognize that our employees are our most important asset; therefore, we provide a comprehensive and competitive benefit package. Enclosed you will find our Benefits Guide that provides an overview of all of our benefits. As you will note, new hires are immediately eUgible for most benefits. Your etigibility for these benefits is subject to specific eligibility requirements and other terms, conditions, and restrictions in the applicable policy and/or plan. Please note that AMSI reserves the right to prospectively modify, reduce, amend, or tenninate, without prior notice, any and all benefits. compensation. andlor bonus or award offerings, policies and/or plans In effect from time to time, to the extent permitted by applicable law. Argo offers a 401(k) Retirement Savings Plan (the "Argo Group US 401(k) Retirement Savings Plan") that is a defined contribution plan. Our employees can contribute up to the maximum amount allowed under the Internal Revenue Code on a pre-tax and/or Roth 401(k) basis. The Company provides a dollar for dollar match on your contributions up to 5% of your bi-weekly contribution. Employees are always 100% vested in their own contributions to the Argo Group US 401(k) Retirement Savings Plan and will vest at a rate of 20% per year in the Company matching contributions until 100% vested. The Company also contributes 1 % of eligible pay to your 401 (k) account. whether you contribute or not. This vests 100% when you complete three years of service. The Argo Group US 401 (k) Retirement Savings Plan can accept rollover contributions from other qualified pension plans. We believe the 401 (k) Plan can assist you in meeting your savings goals for retirement. As a new employee, you are automatically enrolled in the Argo Group US 401 (k) Retirement Savings Plan with a pretax contribution at 5% of your bi-weekly eligible compensation, which will be matched dollar for dollar by the Company. This means that money is automatically deducted from your pay and contributed, along with the Company contributions, to an account in your name at Empower Retirement. Your contributions will be automatically invested in the Argo Group US 401 (k) Retirement Savings Plan's default investment option(s) unless you choose one of the other investment options offered by the Argo Group US 401(k) Retirement Savings Plan. The Argo Group US 401 (k) Retirement Savings Plan has a variety of investment options plus a self-directed brokerage account option. You may make an investment election and contribute to any of the investment options available in the Argo Group US 401 (k) Retirement Savings Plan at any lime. Also, at any time you can increase or decrease your contribution level to the Plan. If you prefer not to be enrolled in the Argo Group US 401 (k) Retirement Savings Plan. you have 30 calendar days from the date on the letter you will receive from Empower to opt out completely. We are very pleased to make the Argo Group US 401 (k) Retirement Saving Plan available to you as a new employee. 175 E. Houston St.. Suite 1300 San Antonio, TX 78205 www.argolimited.com T 210 321 8400 F 210 321 8503


 
✓ARGO GROUP If tt'Je Company len'ntnates )'OUT employment Without •eause• (SS defr.ed below), tbcn you • entitted to receive we. monlhs of your ennuataed salary, less a~ ~~ ~ucoons. payable in a single kJmp wm ca.sh payment on the flr5t day of lhe ~ ~ lllrilh or flTSt folJowmg the 60th day following the date of you, lelT1'11flatJon or ernpb/miont. Your~ to recetve lhe toregomg payment will be contingent upon your execution of a rat.ease of ~.,. substanuaJly in~ r0m1 attached to this Letter as EJhibil A. and such release becoming ef!oc6'-IO and irrnvocablo within 60 days following your termination of employmenl If your emplOyrnent • tenninaled t>y U-.e Company ror Cause, or if you vofuntanJy terminate your employment for any reason, you wm not be entitled to receive any severance payments or benefits. The payments and benefits under this Latter are intended to comply with or be exempt from Section 409A of the Internal Revenue Code. and this Letter wm be interpreted and consttued an a manner consistent with that intent. Nolwithstanding anything to the contrary in the preced ng paragraph, if you are a ~speafied employee" (within the meaning of Section 409A) at the time of yourtennmation of employment, and if the severance payment set forth in the p<ecedmg paragraph would be considered deferred compensation under Section 409A. then such payment Wlll be paid to you (or your estate, if applicable) on the first regular payroll date following the six month anniversary of your tennination of employment or, if earlier, the date of your death. For purposes of this Letter, "Cause· will mean: (I) other than as a result of your having a <fJSabiJity, your willful and continued failure to substantially perform your duties with the Company within a reasonable period of time after a written demand for substantial performance is delivered to you by the Company. which demand will specifically identify the manner in which the Company believes that you have not substantially performed your duties; (ii) your entry of a plea of guilty OT nolo contendere to, or judgment entered after trial finding you guilty of, any felony or crime of moral turpitude; (iii) your willful engagement in conduct that violates Argo Group's written policies (induding, but not limited to, Argo Group's Code of Conduct & Business Ethics) or that you know or reasonably should know is materially detrimental to the reputation, character or standing or otherwise injurious to the Company or any of its shareholders, direct or indirect subsidiaries and affiliates, monetarily or otherwise; (iv) your willful unauthorized disclosure of confidential information; or (v) a final rulrng (or interim ruling that has not been stayed by appeal) in any state or federal court or by an arbitration panel that you have breached the provisions of a non-compete or non-disclosure agreement, or any similar agreement or understanding, which would in any material way limit, as determined by the Company, your ability to perform your duties with the Company now or in the Mure. You will have 15 calendar days from the giving of written notice within which to cure and during which period the Company cannot terminate your employment for the stated reasons and. if so cured, after which the Company cannot terminate your employment for the stated reasons; provided, however, that this sentence will not apply with respect to events which by their nature cannot be cured. Employment Your employment with the Company is "at-will" and may be terminated at any time with or without cause by either the Company or yourself. Furthermore, although terms and conditions of employment with the Company may change, such changes will not affect the "at-will" employment relationship. This statement of the circumstances under which employment can be terminated constitutes the complete understanding between yourself and the Company. No other promises or statements are binding unless in writing and signed by you and an Officer of the Company with the approval of a member of the Company's Board of Directors. 175 E. Houston St.. Suite 1300 San Antonio, TX 78205 www.argolimited.com T 210 321 8400 .F 210 321 8503


 
-""ARGO GROUP Thi• offer ta wbjeci to your euccesafully completlng a pr~pk:,yme-ot backwound c:hcoc. cr«kt check, and reference check. AMS•, along with all employers in the United States, Is required to en&ure that their rooord• OC)fM!n the name and social security number of each employee exactly as that 1nformaoon e:asts Qt the Social Security Administration. Therefore, we require thal you bring your soeial security catd co work on your first day of employment so lhat we can take a photocopy for our tecor~ to eosu,e they are accurate. Addftionally, based on requirements of the Immigration Reform and Control Act of 1986, your employm ent Is contingent upon your providing proof of identity and your eligibility to work in the United States within three days of your dale of hire. Enclosed please find an Employment B igibi)ity Verification Form. We ask that you complete Section 1 and bring the Form with you. along with document(s) that establish your Identity and employment eligibility on your first day of employment If you will not be visiting an Argo office or meeting with a company employee within the first three days of your employment. we will work with you to arrange for a Notary Public to complete the Company's portion of this Fann on our behalf. By accepting this conditional offer, you confirm that you are able to accept this job and carry out the work Involved without breaching any legal restrictions on your activities, such as restrictions imposed by a current or former employer. You also confirm that you will inform AMSI about any such res1rictions and provide AMSI with as much information about them as possible, induding copies of any agreements between you and your current or former employer describing such restrictions on your activities. You further oonfirm that you will not remove or copy any documents or proprietary data or materials of any kind, electronic or otherwise, from your current or former employer to AMSI without written authorization from your current or former employer, nor will you use or disclose any such confidential information during the course and scope of your employment with AMSI. If you have any questions about the ownership of particular documents or other information, discuss such questions with your former employer before removing or copying the documents or information. It has always been the policy of Argo that its Companies and employees conduct business honestly, ethically and in full accordance with the law. The manner, in which the Company carries on its business, and the perception of such conduct by our customers and the general public, is a critical element in achieving that purpose. Thus. you will be subject to and asked to review and sign our Employee Handbook within the first week upon joining our Company. The Handbook summarizes many of Argo's criteria regarding proper business practices to assist each employee in understanding and complying with the Company's policies, standards and expectations, including our Code of Business Ethics & Conduct, and Insider Trading policies. In addition, soon after you join our Company, you will be presented with a Dispute Resolution Agreement to review and sign. We are committed to our purpose of "Securing the Future". This commitment is demonstrated through actions that are guided by our core values. We believe in: ❖ The entrepreneurial spirit ❖ Doing the right thing ❖ Collaborating ❖ Respecting each other We believe you share the same values as we do, as well as the competencies and skills required for this job. 175 E. Houston St., Suite 1300 San Antonio , TX 78205 www.argolimited.com T 210321 8400 F 210 321 8503


 
.#ARGO GROUP We behevo you will find worklng here an excllin9 and challenging opportuni ty and look forward to you joining us as soon as possible, but no later than 1 December 2020. After signing belOw indicating 1) your acceptance of this offer. and 2) your agreement that Facsrmile. Scanned. PDF or Email copies of this Letter shall be considered as a legal original and signatures thereon shall be legal and binding. Please send your signed letter indicating your acceptance of our offer (keep a copy for your records), along with the New Hire lnfonnation Sheet, prior to the eXl)iration date of 22 May 2020. If you have any questions, please do not hesitate to contact me. Welcome to Argo! Sincerely, Tony Cicio Senior Vice President, Chief Human Resources Officer Enclosures cc: Kevin J . Rehnberg, Argo Group Chief Executive Officer Personnel file Accepted and Agreed: __ -...:g/d===-"'-4,,,,U'~~•~-=--:~~-:------- Date: ).,J fhj 1 /b1 21JZD (Allison(). Kiene) a 175 E. Houston St.. Suite 1300 San Antonio, TX 78205 www.argolimited.com T 210 321 8400 F 210 321 8503


 
__ ..-,, ARGO GROUP EXHIBIT A Argonaut Management Services, Inc. c·company") and I, Allison D. Klena. agree as fo!Jows: I. Complete Release A. In General: Pursuant to the requirements of my letter with the Company dated October 7, 2019, and as consideration for the tennination benefits contained therein, I hereby agree to irrevocably and unconditionally release any and all Claims I may now have against the Company and other parties as set forth in this Section I. B. Released Parties: The Released Parties are the •Argo Group" entities, as defined in the Agreement. which include the Company, Argo Group International Holdings, Ltd. and all of its subsidiary holding and operating companies , and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs); and any other persons acting by, through, under or in concert with any of the persons or entities listed in this subsection (the ·Released Parties" and each a "Released Party"). C. Claims Released: I understand and agree that I am releasing all known and unknown claims, demands, promises, causes of action and rights of any type that I may have had or currently have (the "Claims") against each and every Released Party based on, relating to, or arising out of any fact, act, omission, event, conduct, representation, agreement or other matter whatsoever, except that I am not releasing any claim to enforce: (i) this Agreement; (ii) any right, if any, to claim government-provided unemployment benefits; or (iii) any rights or claims that wholly arise or accrue after I sign this Agreement. I further understand that the Claims I am releasing may arise under many different laws (including statutes, regulations, other administrative guidance and common law doctrines) including but by no means limited to: 1 . Anti-discrimination statutes. such as the Age Discrimination in Employment Act ("ADEA"), the Older Workers Benefit Protection Act ("OWBPA"), and Executive Order 11141, which prohibit age discrimination in employment; Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; and any other federal, state or local laws prohibiting employment or wage discrimination. 175 E. Houston SI.. Suite 1300 San Antonio, TX 78205 www.argolimited.com T 210 321 8400 F 210 321 8503


 
--'ARGO GROUP £ XHl8IT A 2. Eedorol empoymcpl stQIUtes, sucl'l as tho WARN Acl. which requir~ trnt:t ad\fsnc.e nobeo bo glvon of certain work force roductlons; tho Employeo Rottr4l'Oet't fna,mo Socurfty Act of 1974. which, among oltler things, protecis employee bc,oefitg. tho Fait Labor Standards Aet of 1938 and laws which regulate wage and hour mattO<s: the Famfty and Modicat Leave Act or 1993, which requires employers to provide leaves of absence under certain circumstances, and any other federal laws refatmg to employment. such as veterans' reemployment rights laws. 3. Othor laws. suci1 as any federal, state or local laws providing workers· oompensation ben~fits (or prohibiting workers' compensation retaliation), restricting an employer's right to terminate employees or otherwise regulating employment; any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith. 4 . Tort and contract claims, such as claims for wrongful discharge, negligence, negligent hiring, negligent supervision, negligent retention, physical or personal injury, emotional distress, fraud, fraud in the inducement, negligent misrepresentation, defamation, invasion of privacy, interference with contract or with prospective economic advantage, breach of express or implied contract, breach of covenants of good faith and fair dealing, promissory estoppal, and similar or related claims. 5. Examples of released Claims include, but are not limited to: (i) Claims that in any way relate to my employment with the Company or any other Released Party, or the termination of that employment, such as Claims for compensation, bonuses, commissions, lost wages or unused accrued vacation or sick pay; (ii) Claims that In any way relate to the design or administration of any employee benefit program; (iii) Claims that I have irrevocable or vested rights to severance or similar benefits or to post-employment health or group insurance benefits; or (iv) any Claims to attorneys' fees or other indemnities. D. Unknown Claims: I understand that I am releasing Claims about which I may be unaware. That is my knowing and voluntary intent, even though I recognize that someday I might learn that some or all of the facts I currently believe to be true are untrue or learn of facts or other matters about which I now am unaware, and even though I might then regret having signed this Release. Nevertheless, I am assuming that risk and I agree that this Agreement shall remain effective in all respects in any such case. I expressly waive all rights I might have under any law that is intended to protect me from waiving unknown claims. I understand the significance of doing so. 175 E. Houston St.. Suite 1300 San Antonio, TX 78205 www.argolimited.com T 210321 8400 F 210 321 8503


 
~ARGO GROUP EXHIBIT A lL Proml ••• Worfanu •• and R•-pretontation• A. Employn1ent Termination: I undorstand and agroe that my omplo)fflQ(lt With the Company torminat'ed on ________ . f also understand and agree 1h I t hove no right of rehJr-e or roimstatemont with any Released Party, rogardfess of locatJOn. and that ooch end overy Released Party Is under no obligation to rehire or r~tatc me I also acknowledge and understand that the failure of a Released Party lo rehire or reinstate m is contractual and Is In no way discriminatory or retaJiatory in nature. 8. Pursuit of Released Claims: I affirm that l have not filed, have not caused to be filed. and am not presently party to. any actions, grievances, arbitrations, compfaints, claims or other legal proceedings against or relating to any Released Party in any forum. To the extent pennitted by law, I agree not to, directly or indirectly, file , Initiate, encourage, aid or assist In any investigations, actions, grievances, arbitrations, complaints, claims or other legal proceedings against or relating to any Released Party. Notwithstanding the foregoing, I understand that nothing in this General Release prohibits me from: (i) challenging the knowing and voluntary nature of the release of ADEA claims pursuant to the OWBPA; or (ii) making or asserting: (A) any claim or right which cannot be waived under applicable law, including but not limited to the right to file a charge with, communicate with, provide documents or other information to or otherwise partic1pate in an investigation or proceeding conducted by the Texas Workforce Commission Civil Rights Division, the Equal Employment Opportunity Commission or other federal, local or state governmental agency charged with enforcing anti-discrimination laws, the National Labor Relations Board, the Occupational Safety and Health Administration, or the United States Securities and Exchange Commission; (B) any right I have to any payments pursuant to Section 7(b) of the Agreement; (C) any right I have to accrued benefits (within the meaning of Sections 203 and 204 of the Employee Retirement Income Securities Act of 1974, as amended); and (D) any rights I have or claims that may arise after the date this General Release is executed. I further agree and covenant that should any person, entity, organization, federal, state or local governmental agency institute an investigation, action, grievance, arbitration, complaint, claim or other legal proceeding involving any matter encompassed by the release set forth in Section 1, I shall not be entitled to recover and expressly waive any right to seek, accept or recover any monetary relief or other Individual remedies other than a whistleblower award from the United States Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934. C. Execution of this Agreement: I understand and agree that. but for my execution of this General Release and the fulfillment of the promises contained therein, I would not be entitled to receive the benefit continuation coverage described in Section 7(a)(iii) of the Agreement or the severance pay or benefits described in Section 7(b) of the Agreement. 175 E. Houston St.. Suite 1300 San Antonio, TX 78205 www.argolimited.com T 210 321 8400 F 210 321 8503


 
- -' ARGO GROUP EXHIBIT A D. Company Property; Before accepting any monets,y payments from &he Company. I promlso to comply wilh my obligation under Sections 8(c)(lv) and 8(c)(vi) of the Agroeimoot. E. Taxes: I am responsible for paying any taxes on amounts l receive because I s,gned thts Release. I agree that the Company may withhold all taxes it determtnes it is legaly required to withhold. F. Ownership of Claims: 1 have not assigned or transferred any Claim I am releasing. nor have I purported to do so. In addition lo any other remedies, rights or defenses that may be availabie to the Released Parties by virtue of this General Release or my breach hereof, I will pay the reasonable attorneys' tees, costs, expenses and any damages the Released Parties incur as a result of my breach of this representation or if this representation was false when made. G. Implementation: I agree to sign any documents and do anything else that is necessary in the future to implement this Agreement. UL Miscellaneous A. Entire Agreement: This is the entire agreement between me and the Company with respect to my release of Claims against the Company. This Agreement may not be modified or canceled in any manner except by a writing signed by both me and an authorized Company official. I acknowledge that I have not relied on any representations, promises. or agreements of any kind made to me in connection with my decision to accept this General Release, except for those set forth in this General Release and my Agreement. B. Successors: This Agreement binds my heirs. administrators, representatives, executors, successors and assigns, and will inure to the benefit of all Released Parties and their respective heirs, administrators, representatives, executors, successors and assigns. C. Interpretation: This Agreement shall be construed as a whole according to its fair meaning. It shall not be construed strictly for or against me or any Released Party. Unless the context indicates otherwise, the singular or plural number shall be deemed to include the other. Captions are intended solely for convenience of reference and shall not be used in the interpretation of this Release. 175 E. Houston St. . Suite 1300 San Antonio, TX 78205 www.argolimited.com T 210 321 8400 F 210 321 8503


 
~..,ARGO GROUP EXHIBIT A 0 . Governing Law, Mandatory Arbitration and Venue: This Agreement is entered into under, and shall be governed for all purposes, by the laws of the State of Texas, without regard to its conflicts of law principles. Any claim or controversy arising between Executive and the Company and/or Argo Group, shall be settled by final and binding arbitration in Bexar County, Texas pursuant to Section 15 of the Agreement, which ls incorporated by reference herein. I acknowledge and agree that I have read Section 15 of the Agreement and understand that it contains a mandatory arbitration provision and that I am agreeing in advance to arbitrate any controversies which arise in connection with this General Release and my Agreement. I agree that any dispute between the parties that is determined to be not subject to arbitration pursuant to Section 15 shall be subject to exclusive jurisdiction and venue in the Texas District Court in Bexar County, Texas. 175 E. Houston St., Suite 1300 San Antonio, TX 78205 www.argolimited.com T 210 321 8400 F 210 321 8503


 
~ARGO GROUP IV. Notice, Time for Consideration and Revocation Period A. THE GENERAL RELEASE OF CLAIMS CONTAINED IN THIS AGREEMENT CONSTITUTES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING WITHOUT LIMITATION, ALL CLAIMS FOR AGE DISCRIMINATION UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT AND ANY SIMILAR STATE LAWS. THIS GENERAL RELEASE DOES NOT WAIVE RIGHTS OR CLAIMS THAT MAY ARISE AFTER THE DATE IT IS EXECUTED; B. I AGREE THAT I AM WAIVING RIGHTS AND CLAIMS I MAY HAVE IN EXCHANGE FOR CONSIDERATION WHICH IS IN ADDITION TO THINGS OF VALUE TO WHICH I MAY ALREADY BE ENTITLED; C. I UNDERSTAND AND AGREE THAT I HAVE BEEN ADVISED THAT I HAVE THE RIGHT TO CONSULT WITH AN ATTORNEY OF MY CHOOSING PRIOR TO EXECUTING THIS GENERAL RELEASE; D. IF TERMINATED AS PART OF A TERMINATION OR EXIT INCENTIVE PROGRAM OFFERED TO A GROUP OR CLASS OF EMPLOYEES, I ACKNOLWEDGE i) THAT I HAVE AT LEAST FORTY-FIVE (45) DAYS WITHIN WHICH TO CONSIDER THIS GENERAL RELEASE BEFORE EXECUTING IT; AND ii) THAT I HAVE RECEIVED WRITTEN NOTICE FROM THE COMPANY WHICH INFORMS ME OF THE i) CLASS, UNIT, OR GROUP OF INDIVIDUALS COVERED BY THE PROGRAM, ii) ANY ELIGIBILITY FACTORS FOR SUCH PROGRAM, iii) ANY TIME LIMITS APPLICABLE TO SUCH PROGRAM, AND iv) THE JOB TITLES AND AGES OF ALL INDIVIDUALS THAT ARE AND ARE NOT ELIGIBLE OR SELECTED FOR THE PROGRAM. E. I UNDERSTAND THAT IN THE EVENT THAT I AM FORTY (40) YEARS OF AGE OR OLDER AT THE TIME OF TERMINATION, I WILL HAVE AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS GENERAL RELEASE BEFORE EXECUTING IT; AND F. I UNDERSTAND THAT SHOULD THE PROVISIONS OF (D) AND (E) ABOVE NOT OTHERWISE APPLY, I HAVE SEVEN (7) DAYS FOLLOWING MY EXECUTION OF THIS GENERAL RELEASE TO REVOKE IT BY DELIVERING WRITTEN NOTICE OF SUCH REVOCATION TO THE COMPANY AND THAT ------------------------------,,..c.__ ____ _ 175 E. Houston St., Suite 1300 San Antonio, TX 78205 v..ww.argohmited.com T 210 321 8400 F 210 321 8503


 
I ....t'ARGOGROUP THC GENERAL Rf!LEASe SHAU NOT OtCOMf: EFFECTIVE OR ENFO~CEABLE. UNTJL THE REVOCATION PERIOD HAS EXPIRtO txocuted on U\1a ____ doy of _______ 20_ Allison D. Kieno Executad on this ____ day of _______ • 20_. ARGONAUT MANAGEMENT SERVICES, INC. By: ------------ Title: ___________ _ .., ... ,,, .,/~r' · ;;s- E.HoUAfo-n-::-S-1 .. -S-ul-Lo-, -30_0 _____ r_2·1-0_3_21- 84·7o::o---------------::,,. ... ~i:-_____ _ Son Antonio, TX 78205 F 210 321 8503 _.,,,.,.,,,,. www.nrgollmttad.com /.,-


 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/16/224
For Period end:12/31/2110-K/A,  NT 10-K
10/7/19
 List all Filings 


2 Subsequent Filings that Reference 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
 3/06/23  Argo Group Int’l Holdings, Ltd.   10-K       12/31/22  164:33M                                    Workiva Inc Wde… FA01/FA


24 Previous Filings that this Filing References

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

 3/04/22  Argo Group Int’l Holdings, Ltd.   8-K:1,9     3/02/22   12:1M                                     Donnelley … Solutions/FA
11/09/21  Argo Group Int’l Holdings, Ltd.   10-Q        9/30/21   92:17M                                    Workiva Inc Wde… FA01/FA
 8/12/21  Argo Group Int’l Holdings, Ltd.   8-K:5,7,9   8/06/21   13:323K                                   Donnelley … Solutions/FA
 8/06/21  Argo Group Int’l Holdings, Ltd.   10-Q        6/30/21   90:17M                                    Workiva Inc Wde… FA01/FA
 3/25/21  Argo Group Int’l Holdings, Ltd.   8-K:5,9     3/23/21   13:321K                                   Donnelley … Solutions/FA
 3/15/21  Argo Group Int’l Holdings, Ltd.   10-K       12/31/20  162:57M                                    Workiva Inc Wde… FA01/FA
 2/08/21  Argo Group Int’l Holdings, Ltd.   8-K:5,7,9   2/08/21   13:379K                                   Donnelley … Solutions/FA
 8/06/20  Argo Group Int’l Holdings, Ltd.   10-Q        6/30/20  101:20M                                    Workiva Inc Wde… FA01/FA
 7/09/20  Argo Group Int’l Holdings, Ltd.   8-K:3,5,8,9 7/07/20   18:890K                                   Donnelley … Solutions/FA
 4/20/20  Argo Group Int’l Holdings, Ltd.   8-K:5,9     4/16/20   12:527K                                   Donnelley … Solutions/FA
 3/13/20  Argo Group Int’l Holdings, Ltd.   8-K:5,9     3/11/20   12:382K                                   Donnelley … Solutions/FA
 2/28/20  Argo Group Int’l Holdings, Ltd.   10-K       12/31/19  159:42M                                    Workiva Inc Wde… FA01/FA
 1/02/20  Argo Group Int’l Holdings, Ltd.   8-K:1,5,8,912/31/19   13:334K                                   Donnelley … Solutions/FA
 6/25/19  Argo Group Int’l Holdings, Ltd.   S-8         6/25/19    4:245K                                   Donnelley … Solutions/FA
 4/29/19  Argo Group Int’l Holdings, Ltd.   8-K:5,9     4/26/19    3:197K                                   Donnelley … Solutions/FA
11/06/18  Argo Group Int’l Holdings, Ltd.   10-Q        9/30/18   97:18M                                    Workiva Inc Wde… FA01/FA
 5/05/16  Argo Group Int’l Holdings, Ltd.   10-Q        3/31/16  106:25M                                    ActiveDisclosure/FA
 2/27/15  Argo Group Int’l Holdings, Ltd.   10-K       12/31/14  170:63M                                    ActiveDisclosure/FA
 5/08/14  Argo Group Int’l Holdings, Ltd.   10-Q        3/31/14  104:11M                                    Donnelley … Solutions/FA
 3/07/14  Argo Group Int’l Holdings, Ltd.   DEF 14A     5/06/14    1:1.6M                                   Donnelley … Solutions/FA
 9/21/12  Argo Group Int’l Holdings, Ltd.   8-A12B                 2:115K                                   Donnelley … Solutions/FA
 9/18/12  Argo Group Int’l Holdings, Ltd.   S-3ASR      9/18/12   13:2.5M                                   Donnelley … Solutions/FA
 8/08/07  Argo Group Int’l Holdings, Ltd.   8-K:2,3,4,5 8/06/07    6:865K                                   Donnelley … Solutions/FA
11/12/02  Argo Group Int’l Holdings, Ltd.   10-Q        9/30/02    7:201K                                   Bowne & C… Smartedgar/FA
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