Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.51M
(General Form)
2: EX-1.1 Underwriting Agreement 31 138K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 34 157K
4: EX-4.1 Instrument Defining the Rights of Security Holders 2 14K
5: EX-4.2 Instrument Defining the Rights of Security Holders 20 71K
6: EX-10.1 Material Contract 34 144K
15: EX-10.10 Material Contract 11 42K
7: EX-10.2 Material Contract 27 93K
8: EX-10.3 Material Contract 30 112K
9: EX-10.4 Material Contract 29 100K
10: EX-10.5 Material Contract 12 59K
11: EX-10.6 Material Contract 9 45K
12: EX-10.7 Material Contract 4 23K
13: EX-10.8 Material Contract 5 24K
14: EX-10.9 Material Contract 11 42K
16: EX-23.1 Consent of Experts or Counsel HTML 11K
17: EX-99.1 Miscellaneous Exhibit 3 19K
EX-10.9 — Material Contract
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EXHIBIT 10.9
[AXIS LOGO]
AXIS SPECIALTY EUROPE LIMITED
CORRESPONDENCE ADDRESS:
Alexandra House
The Sweepstakes
Balsbridge, Dublin 4
TEL: + 353 1 6641618
FAX: + 353 1 6641862
Mr J Gressier
1 Cardigan Place
Aberdeen Terrace
Blackheath
SE3 0RE 21 November 2002
Dear John
On behalf of AXIS Specialty Europe Limited (the "Company"), I am pleased to
confirm that your employment will be subject to the following terms and
conditions:
1. POSITION
Your position with the Company will be as set out in the attached Schedule.
You are employed by AXIS Specialty Europe Limited (AXIS Europe). The
Company is an Irish authorised and supervised insurance company. Whilst it
is entitled to provide insurance services in jurisdictions outside of
Ireland, employees of the Company should not attempt to do so without first
consulting the Compliance Officer as limitations are imposed by regulation
on certain activities being undertaken outside of Ireland.
2. COMMENCEMENT DATE
The date of your commencement of employment is as set out in the Schedule.
3. LOCATION
You will be based at the location set out in the Schedule but may be
required to travel within Ireland, the United Kingdom and abroad in
carrying out your responsibilities.
AXIS SPECIALTY EUROPE LIMITED
REGISTERED OFFICE: FIFTH FLOOR, 25-28 ADELAIDE ROAD, DUBLIN 2
REGISTERED IN IRELAND NO. 353402
DIRECTORS: J. CHARMAN (UK), A. COOK (CANADA), J. MURRAY (UK), A. RYAN,
R. STRACHAN (UK), T. HENNESSY
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4. OFFICE HOURS
Your normal working hours are set out in the Schedule. You may be required
to work additional hours as the duties of your position require. You will
not receive additional compensation for working outside normal office
hours.
You confirm that, by accepting these terms and conditions of employment,
you are waiving the 48-hour average weekly working limit provided for in
the Working Time Regulations, 1998. You confirm that you understand that
you may choose to withdraw this waiver and to have your working hours
continuously monitored and restricted by giving one month's written notice
to the Company.
5. DUTIES
You will carry out duties as assigned to you from time to time by the
Company. Your area of work and/or specific responsibilities may be altered
from time to time by the Company as the circumstances of the business
dictate. During the period of your employment, you may also be required to
work for an associated company of the Company or at another
office/location, for such period or periods of time as the Company may
reasonably require.
You must devote the whole of your time, attention and ability during your
hours of work for the Company to your duties. During your hours of work,
you may not under any circumstances, whether directly or indirectly,
undertake any other duties of whatever kind. You may not, without the prior
written consent of the Company, engage, whether directly or indirectly, in
any business or employment which is similar to or competitive with the
business of the Company or which may impair your ability to act at all
times in the best interests of the Company.
6. SALARY
Your salary is set out in the Schedule. Your salary will be reviewed
annually by the Company which in its absolute discretion shall determine
whether or not the salary shall be increased and if so the amount of the
increase.
Your salary will be paid to you monthly in arrears on the last day of each
month by credit transfer directly to your bank account. The Company shall
to the extent permitted by law be entitled to deduct from your salary all
sums from time to time owed by you to the Company or any associated
company, and in all events to deduct all such sums due upon termination of
your employment, and by your execution of this agreement you consent to the
deduction of such sums.
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7. BONUS
You will be eligible to participate in such bonus scheme(s) as the Company
may implement from time to time in its sole discretion. The nature and
conditions of any scheme shall be entirely at the discretion of the
Company. The Company is not under any obligation to implement any such
bonus scheme. Where the Company chooses to implement such a bonus scheme,
bonuses may or may not, at the Company's absolute discretion, be paid.
8. EXPENSES
All properly vouched and authorised expenses incurred by you on Company
business will be reimbursed by the Company in accordance with the Company's
expense policy.
9. HOLIDAYS
You will be entitled to holidays as set out in the Schedule (exclusive of
all Irish public holidays). Your holidays are to be taken at such time or
times that the Company considers to be most convenient having regard to the
requirements of your position. The Company's holiday year runs from
1st January to 31st December. Holidays from the previous year may not be
carried over to the following year. Should you leave or start with the
Company during the year your holiday entitlement shall be reduced pro rata.
You are entitled to payment in lieu of any outstanding holiday entitlement
in the year of leaving. In the event that you have exceeded your holiday
entitlement in the year of leaving, a deduction will be made from your
final salary payment. The Company may require you to take any unused
holiday entitlement during your notice period.
10. COMPANY BENEFIT SCHEMES/SICK PAY
The Company benefits applicable to you are set out in the Schedule. Details
of the benefit schemes will be available on request from the Human
Resources Department. The Company will be entitled to amend the nature and
operation of the schemes at its absolute discretion at any time.
There is no automatic entitlement to sick pay and any payments made to you
during an absence from work due to illness are entirely at the Company's
discretion.
11. SHARE OPTIONS / SHARE RIGHTS
You will be eligible to participate in the Company's employee share schemes
subject to the terms of such schemes as in effect from time to time. Your
initial entitlements under such schemes are as set out in the Schedule. Any
additional awards will be at the sole discretion of the Company.
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If on termination of your employment, whether lawfully or unlawfully or in
breach of contract, you lose any rights or benefits under any profit
sharing, share incentive, share option, restricted share, bonus or other
employee incentive scheme (including any rights or benefits which you would
not have lost had your employment not been terminated) you shall not be
entitled, by way of compensation for loss of office or otherwise,
howsoever, to and hereby waive any compensation for the loss of any rights
or benefits under any such scheme.
12. TERMINATION WITH NOTICE
Your employment hereunder may be terminated at any time by one party giving
the other notice in writing as set out in the Schedule.
In the case of the Company terminating your employment, it reserves the
right to pay you in lieu of notice the amount of your entitlement to salary
in respect of such notice period.
The Company may also by notice in writing require you to cease performing
or exercising during some or all of the remainder of any notice period some
or all of the powers, authorities and discretions delegated to you
hereunder and/or to cease attending at the Company's offices and the
offices of the Company's brokers, clients and potential clients (as
appropriate) during such period and/or to complete specifically assigned
projects during such period. Any such period shall be referred to as a
"Garden Leave Period".
13. TERMINATION WITHOUT NOTICE
Your employment may be terminated without prior notice if at any time
hereafter;
(a) you are guilty of any material breach or non-observance of the
provisions contained in this letter;
(b) you are guilty of any grave misconduct, gross default or wilful
neglect in the discharge of your duties hereunder or in connection
with or affecting the business of the Company;
(c) you commit any serious act of dishonesty or repeated acts of
dishonesty;
(d) you are adjudicated bankrupt or make any arrangement or
composition with your creditors;
(e) you become of unsound mind;
(f) you are convicted of any indictable offence other than an offence
which in the opinion of the Company does not affect your position with
the Company; or
(g) you are disqualified or restricted from practising a profession
which is essential to the performance of the duties of your position
with the Company.
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14. RESIGNATION
You will, upon termination of your employment, resign from all
directorships and other offices that you hold in connection with your
employment with the Company.
15. RETIREMENT
Your employment hereunder will automatically terminate, without notice, on
the date on which you reach sixty (60) years of age unless otherwise
mutually agreed.
16. ILLNESS
If you are at any time prevented by illness, injury, accident or any other
circumstances beyond your control from discharging all your duties
hereunder for a total of 180 or more days in any twelve-month period, the
Company may, by notice in writing terminate your employment forthwith or on
such date as may be specified in the notice.
17. DISCIPLINARY/GRIEVANCE PROCEDURE
You will conduct yourself with propriety at all times and with due regard
for the Company and each of its associated companies and the clients and
employees of each such company.
Once you have completed one year's service with the Company, you may avail
of the Company's Disciplinary and Grievance Procedure, a copy of which is
available from the Human Resources Department upon request but which will
not be deemed to form part of this contract.
18. CONFIDENTIALITY
(a) You will not, except as authorised or required by your duties,
reveal to any person, persons or company any confidential information
including without limitation any trade secrets, secret or confidential
operations, processes or dealing or any information concerning the
organisation, business, finances, transactions or affairs of the
Company, its subsidiary or associated companies or their existing or
potential customers which may come to your knowledge during the period
of your employment with the Company and you will keep with complete
secrecy all such and other confidential information entrusted to you
and will not use or attempt to use any such information in any manner
which may injure or cause loss either directly or indirectly to the
Company or any of its subsidiary or associated companies or their
existing or potential customers or its or their business or businesses
or may be likely so to do. This restriction will continue to apply
after the termination of your employment without limit in point of
time but will cease to apply to information or knowledge which may
reasonably be said to have come into the public domain other than by
reason of breach of the provisions of this letter.
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(b) You will not during the term of your employment with the Company
make otherwise than for the benefit of the Company any notes,
memoranda or electronically stored information relating to any matter
within the scope of the business of the Company, its subsidiary or
associated companies or their existing or potential customers or
concerning any of the dealings or affairs of any such company nor will
you either during the term of your employment with the Company or
afterwards use or permit to be used any such notes or memoranda or
information otherwise than for the benefit of the Company, it being
the intention of the parties hereto that all such notes, memoranda or
information made or stored by you will be the property of the Company
and left at its offices upon the termination of your employment with
the Company.
19. INTELLECTUAL PROPERTY
You acknowledge that any intellectual property rights which arise out of
your employment with the Company will vest absolutely in the Company (or
its nominee) and you undertake to execute any necessary documents and do
whatever else may be necessary to vest these rights in the Company, even
after the termination of your employment.
20. RESTRICTIVE COVENANTS
(a) Considering that you have obtained and are likely to obtain in the
course of your employment knowledge of trade secrets, know-how,
business information or other confidential information relating to the
Company and its subsidiary and associated companies and also to their
customers, you agree that in addition to the restrictions contained in
Clauses 18 and 19 you will for the six month period beginning on the
date of termination of your employment (the "Restricted Period") be
bound by the following restrictions in order to safeguard such trade
secrets, know-how, business information or other confidential
information and the goodwill of the Company;
(i) you will not, either in contemplation of the termination of
your employment or during the Restricted Period, canvass or
solicit or endeavour to canvass or solicit away from the
Company or any subsidiary or associated company, the custom or
business of any person, firm or company which is or was at any
time during the twelve months prior to your termination date a
client or customer of the Company or of any subsidiary or
associated company with which you had business dealings during
the course of your employment in that twelve month period and
in relation to whose requirements you had knowledge of a
material kind;
(ii) you will not, during the Restricted Period, carry on, set
up, engage in or be directly or indirectly interested or
concerned in any business or activity carried on or about to be
carried on anywhere in the Prohibited Area (as
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defined below) by any person, firm or company in competition
with any business or activity in which you were actively
involved in the course of your employment with the Company in
the twelve months immediately prior to your termination date.
This is providing that nothing contained in this sub-Clause
20(a)(ii) will prohibit your carrying on of, or being engaged,
concerned or interested in, any business not in direct or
indirect competition with the business of the Company or any
subsidiary or associated company;
(iii) you will not either in contemplation of the termination of
your employment or during the Restricted Period entice, solicit
or endeavour to entice or solicit away any person who is
employed or engaged by the Company or any subsidiary or
associated company and with whom you had significant business
dealings or over whom you exercised control during the course
of your employment in the twelve month period prior to your
termination date and who by means of his or her employment or
engagement is or is likely to be in possession of Confidential
Information relating to the Company or any subsidiary or
associated company;
(iv) you will not either in contemplation of the termination of
your employment hereunder or during the Restricted Period,
interfere or seek to interfere with the supply to the Company
or any subsidiary or associated company of any goods or
services by any supplier who, during the twelve months
preceding your termination date, supplied goods or services to
the Company or such subsidiary or associated company, being a
supplier of goods or services with whom during the twelve month
period immediately prior to your termination date you had
dealings of a material kind in your capacity as an employee or
director of the Company, nor will you interfere or seek to
interfere with the continuance of such supply or the terms on
which such supply has during such period as stated above been
made;
provided, however, that notwithstanding the foregoing provisions, the
Restricted Period shall be reduced by the period, if any, of any
Garden Leave Period imposed pursuant to Clause 12.
For the purposes of this Clause 20, "Prohibited Area" shall mean any
location in the world in which the Company, or any subsidiary or
associated company, at the time of termination of your employment
operates its business and with respect to which location you had
material responsibility in the course of your employment with the
Company during the twelve month period prior to the date of the
termination of your employment.
- 8 -
(b) The restrictions set out in sub-Clauses 20(a)(i), (ii), (iii) and
(iv) shall (without prejudice to their generality) apply to any action
taken by you, whether as agent, representative, principal, employee or
consultant or as a director or other officer of any company or by any
company controlled by you or any associate of yours.
(c) You will, in the event of receiving an offer of employment either
during the continuance of this Agreement or during the continuance in
force of any of the restrictions set out in this Clause 20,
immediately provide to the offeror a copy of this Clause 20 and will
inform the Company of the identity of the offeror and the terms of the
offer.
(d) You hereby acknowledge and agree that all of the restrictions
contained herein are reasonable and necessary in all the circumstances
for the protection of the Company's legitimate interests and waive any
and all defences to the strict enforcement thereof by the Company. In
the event that any of the covenants herein contained is held to be
unreasonable by reason of the area, duration or type or scope of
service covered by such covenant, then effect will be given to such
covenant in such reduced form as may be decided by any court of
competent jurisdiction.
21. SEVERANCE
In the event that any condition contained in this contract is held to be
void in whole or in part for any reason, such unenforceability will not
affect the enforceability of the remaining conditions contained in this
letter and such void conditions will be deemed to be severable.
22. CHANGES/COMPANY POLICIES
The relationship of employer and employee is constantly changing to meet
the challenges of the business world. Therefore, our requirements of you
may change or may need to be more clearly defined and we accordingly
reserve the right to change, amend or clarify the terms and conditions set
out in this letter. We will give you as much notice as possible of any such
changes.
In addition to the terms and conditions of this letter, you will be subject
to such employee policies, procedures and protocols as may be implemented
by the Company from time to time and notified to you.
Without prejudice to the generality of the foregoing the Company will from
time to time issue protocols containing guidelines in respect of procedures
to be observed by employees when performing their duties. It is important
that you comply with these protocols because the Group contains regulated
companies authorised to carry on the business of insurance and/or
reinsurance.
Any failure by you to comply with the terms of any such protocols will
warrant disciplinary action, up to and including summary dismissal.
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23. GOVERNING LAW
This letter Agreement shall in all respects (including the formation
thereof and performance thereunder) be governed by and construed in
accordance with the laws of the Republic of Ireland.
Please sign the enclosed copy of this letter Agreement and return it to me.
If there are any questions you wish to ask regarding this letter Agreement,
please feel free to contact me.
Yours sincerely,
/s/ Geraldine Arnott
GERALDINE ARNOTT
I confirm that I have carefully read and understand the terms and conditions and
I agree to be bound by those terms and conditions.
Signed: /s/ John Gressier
-------------------------
John Gressier
Dated: 20/12/02
-------------------------
Attached: Schedule (to be signed by the employee).
Email and Internet Policy (to be signed by the employee).
SCHEDULE
CLAUSE 1 POSITION
Chief Insurance Officer
Axis Specialty Limited and its subsidiary companies
CLAUSE 2 COMMENCEMENT DATE
1/4/2002
CLAUSE 3 LOCATION
Global
CLAUSE 4 NORMAL OFFICE HOURS
09:00 - 17:00
CLAUSE 6 SALARY
L250,000
CLAUSE 9 HOLIDAYS
25 days
CLAUSE 10 BENEFITS
Life Assurance - You will be entitled to participate in the life
assurance scheme in place in the Company (if any) subject to
complying with the requirements of the insurers and subject to any
exclusion they may determine as appropriate.
Permanent Health Insurance - From 2003 you will be entitled to be
covered by the PHI scheme provided by the Company subject to the
terms and conditions of such scheme from time to time in force.
The Company reserves the right to terminate or substitute another
PHI scheme or amend the level of benefits provided at any time.
If any scheme provider for any reason fails to provide the benefit
to you, the Company shall not be liable to provide any benefits
itself or compensation in lieu thereof and shall not be obliged to
issue proceedings against the insurer regarding the provision of
cover for you. Any actual or prospective loss of entitlement to
permanent health insurance benefit shall not prevent the Company
from exercising its right to terminate your employment in
accordance with Clauses 12 and 13 hereof.
Private Medical Insurance - You will be entitled to be covered by
the Private Medical Scheme provided by the Company, subject to
complying with the requirements of the insurers and subject to any
exclusion they may determine as appropriate.
Pension - You will be eligible to join the company's approved
Stakeholder pension scheme. The company's contribution will be 15%
of basic salary. You will be able to make additional personal
contributions to the scheme as permitted by the UK tax
authorities. A contracting-out certificate is/is not in force in
relation to the state earnings related pension scheme.
CLAUSE 11 SHARE OPTIONS / SHARE RIGHTS
Share Options - Subject to approval by the Board of Axis Specialty
Limited, you will be granted options over 7500 shares in Axis
Specialty Limited subject to the terms and conditions of the Axis
Specialty Limited Option Scheme, the rules of which are available
from the Human Resources Department.
Restricted Shares - Subject to approval by the Board of Axis
Specialty Limited, you will be allocated 7500 shares of Axis
Specialty Limited under the Axis Specialty Limited Restricted
Stock Scheme, subject to the terms and conditions of such scheme,
the Rules of which are available from the Human Resources
Department.
CLAUSE 12 NOTICE PERIOD
6 months
OTHERS REPORTING TO:
Chairman, Axis Specialty Europe
Signed by the employee /s/ John Gressier
--------------------------
JOHN GRESSIER
Date 20/12/02
--------------------------s
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