Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration of HTML 2.22M
Securities Issued in a
Business-Combination Transaction
2: EX-5.1 Opinion re: Legality 2 13K
3: EX-8.1 Opinion re: Tax Matters 1 10K
4: EX-10.27 Material Contract 14 55K
5: EX-10.28 Material Contract 14 55K
6: EX-10.29 Material Contract 2 12K
7: EX-12.1 Statement re: Computation of Ratios 2± 11K
8: EX-23.2 Consent of Experts or Counsel 1 7K
9: EX-99.1 Miscellaneous Exhibit 1 10K
10: EX-99.2 Miscellaneous Exhibit 3 16K
11: EX-99.3 Miscellaneous Exhibit 1 8K
12: EX-99.4 Miscellaneous Exhibit 1 8K
13: EX-99.5 Miscellaneous Exhibit 1 9K
14: EX-99.6 Miscellaneous Exhibit 1 9K
15: EX-99.7 Miscellaneous Exhibit 1 8K
16: EX-99.8 Miscellaneous Exhibit 18 77K
17: EX-99.9 Miscellaneous Exhibit 4 18K
EX-10.29 — Material Contract
| EX-10.29 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 10.29
EMPLOYMENT TERM SHEET FOR BRUCE A. ESSELBORN
Title: Chairman and CEO at the C & F Holding Co. and Insurance Company Level
Cash Compensation: $800,000 annual base
$650,000 minimum annual bonus for initial two year period
Term: Two-year evergreen employment agreement containing customary senior
executive perks (i.e. car, club membership, first class travel and
accommodations, etc.) Wording and terms to be mutually agreed. I will provide
the first cut.
Other: SERP (Supplemental Executive Retirement Plan) and post retirement
medical, dental and drug benefits, terms to be mutually agreed upon.
Fairfax Stock: Restricted stock award in the amount of $2,000,000. Basis price
to be average of prior 10 day's closing price. Five year vesting except for 1)
change of control of C & F 2) termination w/o cause 3) death or disability.
Moving: Fairfax to provide interest free loan up to $800,000 (I will bear first
$400,000 of house purchase price) for cost of housing differential. Future ops
on sale of New Jersey house inure to my benefit, downside market risk to be
borne by Fairfax. Real estate tax differential (Atlanta vs. New Jersey) to be
reimbursed by Fairfax on a net even basis.
New Jersey temporary cost of living expenses to be paid by Fairfax for a
mutually agreed period.
Transportation costs from Atlanta to New Jersey/New Jersey to Atlanta to be paid
by Fairfax until I am settled into my new residence in New Jersey with my
spouse, estimated to be late January.
Customary Senior Executive Relocation package reimbursing or paying for all home
sales and moving costs.
Note: I own two homes in Atlanta, my primary residence and my weekend residence
(about 1 hour away from my primary residence). Estimated resale value of primary
residence is $400,000 (approx.) and secondary residence $375,000 (approx.) I
need to sell both and require a house purchase guarantee program i.e. both
Fairfax and I 1) agree on a listing price after receiving two appraisals (also
subject to appraisers being agreed upon) for each house and 2) mutually agree to
a listing time period and, if the properties are not sold at the end of the
listing period, Fairfax would purchase the homes at the agreed valuation(s) and
then assume the resale risk. Due to the shortage of homes on the market in
Morristown, should I purchase a home in Morristown prior to the sale of my
residences in Atlanta I would be incurring duplicate real estate tax, utility
payments, etc. for which Fairfax would reimburse me on a net even basis until
such time as the duplicate payment obligations cease. A Bridge loan to be
applied towards the purchase of a New Jersey residence will be provided by
Fairfax in the event I have not sold my primary residence in Atlanta prior to
closing on a residence in New Jersey.
1
Bonus Pool Proposal: I still need to see a written framework for this. My
understanding is that the bonus pool will be 35% of a moving, operating combined
ratio. I will be targeting senior people accustomed to equity interests (stock
options, stock grants, etc.) and/or equity distributions (as I have been
accustomed to) and I will need something in writing to induce them. Articulation
of a plan will not suffice.
My Understanding of the "can not do" list:
Incur debt, select directors independently, pursue and conclude acquisitions and
bolt-on opportunities independently. Fairfax will be responsible for the
management of investments. Catastrophe exposures and management of such
exposures will be co-ordinated with Fairfax and Fairfax will retain pre-emptive
authority for catastrophe management. Material personal lines writings or
programs will not be entered into without the approval of Fairfax.
My understanding of the "can do" list:
Usual and customary authorities vested in the CEO with the exception of the
above. No restrictions on writings as to classes of business and territory.
Reinsurance authority with the exception of the special whole account stop loss
and financial reinsurance purchased by Fairfax. All reinsurance to be properly
co-ordinated and integrated.
A & E and construction defect claims: I would like to have a chance to review
before you pull the trigger on consolidation i.e. an ultimate sense of the
liabilities and a review of the "hot ones".
We also have an understanding that use of the corporate plane will be made
available per your conversation with me, assuming availability not in conflict
with your schedule.
Agreed to this 1st day of October, Agreed to this 1st day of October,
1999 in Atlanta, Georgia by: 1999 in Toronto, Ontario, Canada by
Fairfax Financial Holdings Limited
/s/ BRUCE A. ESSELBORN
----------------------
Bruce A. Esselborn
/s/ V. PREM WATSA
-----------------
V. Prem Watsa
Chairman and CEO
2
↑Top
Filing Submission 0000909567-03-001090 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Apr. 26, 6:19:30.2am ET 