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Platinum Underwriters Holdings Ltd · 10-K · For 12/31/02 · EX-10.25

Filed On 3/31/03, 12:46pm ET   ·   Accession Number 950123-3-3615   ·   SEC File 1-31341

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

 3/31/03  Platinum Underwriters Holdin..Ltd 10-K       12/31/02   70:6.9M                                   RR Donnelley/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Platinum Underwriters Holdings, Ltd.                 138    768K 
 2: EX-2.1      Formation and Separation Agreement                   301   1.41M 
 3: EX-3.2      Restated Bye-Laws                                     54    170K 
 4: EX-4.1      Form of Certificate of Common Shares                   2     20K 
 5: EX-4.2      Indenture                                             75    361K 
 6: EX-4.3      Indenture Supplement                                  20     83K 
 7: EX-4.4      Purchase Contract Agreement                          125    487K 
 8: EX-4.5      Pledge Agreement                                      43    179K 
 9: EX-4.6      Form of Senior Note                                   13     58K 
10: EX-4.7      Form of Guarantee                                      3     25K 
11: EX-4.8      Form of Normal Unit                                   17     74K 
12: EX-4.9      Form of Stripped Unit                                 16     65K 
13: EX-10.1     Share Unit Plan for Non-Employee Directors             6     34K 
16: EX-10.15    Letter Agreement                                       3     26K 
17: EX-10.16    364-Day Credit Agreement                              53    237K 
18: EX-10.17    Letter Amendment #1 to 364-Day Credit Agreement        3     25K 
19: EX-10.18    Letter Amendment #2 to 364-Day Credit Agreement        5     28K 
20: EX-10.19    Capital Support Agreement                             10     45K 
14: EX-10.2     2002 Share Incentive Plan                             13     67K 
21: EX-10.20    Capital Support Agreement                              4     25K 
22: EX-10.21    Registration Rights Agreement                         17     89K 
23: EX-10.22    Option Agreement                                      14     70K 
24: EX-10.23    Option Agreement                                      15     72K 
25: EX-10.24    Option Agreement                                      14     71K 
26: EX-10.25    Employee Benefits & Compensation Matters Agreement    29     79K 
27: EX-10.26    Master Services Agreement                             13     57K 
28: EX-10.27    U.K. Master Services Agreement                        18     64K 
29: EX-10.28    Runoff Services Agreement                             23    125K 
30: EX-10.29    U.K. Runoff Services Agreement                        18     65K 
15: EX-10.3     Capital Accumulation Plan                             11     57K 
31: EX-10.30    Underwriting Management Agreement                      9     31K 
32: EX-10.31    U.K. Underwriting Agency & Management Agreement       21     62K 
33: EX-10.32    U.K. Business Transfer Agreement                      59    163K 
34: EX-10.33    Intra-Group Asset Transfer Agreement                   6     24K 
35: EX-10.34    Transitional Trademark License Agreement              10     42K 
36: EX-10.35    Investment Agreement                                 325   1.50M 
37: EX-10.36    1st Amendment to Investment Agreement                  4     27K 
38: EX-10.37    Transfer Restrictions Reg. Righst & Standstill Agr    23    109K 
39: EX-10.38    Option Agreement                                      14     69K 
40: EX-10.39    Services & Capacity Reservation Agreement              8     40K 
41: EX-10.40    100% Quota Share Retrocession Agreement              110    618K 
42: EX-10.41    100% Quota Share Retrocession Agreement               41    149K 
43: EX-10.42    100% Quota Share Retrocession Agreement               44    157K 
44: EX-10.43    100% Quota Share Retrocession Agreement               42    151K 
45: EX-10.44    100% Quota Share Retrocession Agreement               42    154K 
46: EX-10.45    100% Quota Share Retrocession Agreement               42    153K 
47: EX-10.46    100% Quota Share Retrocession Agreement               36    131K 
48: EX-10.47    100% Quota Share Retrocession Agreement               41    152K 
49: EX-10.48    100% Quota Share Retrocession Agreement               43    171K 
50: EX-10.49    100% Quota Share Retrocession Agreement               41    153K 
51: EX-10.50    100% Quota Share Retrocession Agreement               41    153K 
52: EX-10.51    100% Quota Share Retrocession Agreement               43    157K 
53: EX-10.52    Uk 100% Quota Share Retrocession Agreement            85    397K 
54: EX-10.53    Uk 100% Quota Share Retrocession Agreement            42    156K 
55: EX-10.54    Uk 100% Quota Share Retrocession Agreement            42    159K 
56: EX-10.55    100% Quota Share Retrocession Agreement              114    387K 
57: EX-10.56    Security Agreement                                    20     79K 
58: EX-10.57    Control Agreement                                     31    111K 
59: EX-10.58    Discretionary Investment Advisory Agreement           14     57K 
60: EX-10.59    Revised & Amended Trust Agreement                     28     79K 
61: EX-10.60    Discretionary Investment Advisory Agreement           18     76K 
62: EX-10.61    Revised and Amended Trust Agreement                   26     73K 
63: EX-10.62    Discretionary Investment Advisory Agreement           18     77K 
64: EX-10.63    Letter Amend. to Revised & Amended Trust Agreement     2     22K 
65: EX-10.64    Quota Share Retrocession Agreement                   100    331K 
66: EX-10.65    Security Agreement                                    22     86K 
67: EX-10.66    Control Agreement                                     34    125K 
68: EX-10.67    Discretionary Investment Advisory Agreement           15     61K 
69: EX-99.1     Certification of CEO                                   1     17K 
70: EX-99.2     Certification of CFO                                   1     18K 


EX-10.25   —   Employee Benefits & Compensation Matters Agreement
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
20Existing Retention Obligations
21Prorated Retention Obligations
27Welfare Plans
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EXHIBIT 10.25 EXECUTION COPY FORM OF EMPLOYEE BENEFITS AND COMPENSATION MATTERS AGREEMENT AGREEMENT, dated as of November 1, 2002 (the "Agreement"), by and between The St. Paul Companies, Inc. ("St. Paul"), a Minnesota corporation, and Platinum Underwriters Reinsurance, Inc. ("Platinum US"). WHEREAS, St. Paul intends, contingent upon the closing of an initial public offering (the "Public Offering") of the Company's common shares, par value $0.01 per share and the transactions contemplated in the Formation and Separation Agreement between St. Paul and Company (the "Formation Agreement"), to transfer to Company the majority of its St. Paul Re division's reinsurance business; and WHEREAS, St. Paul and Platinum US wish to provide for the allocation of assets and liabilities and certain other matters with respect to employee benefit plans, executive compensation plans and certain other employee plans and arrangements in connection with the Public Offering. NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS Unless otherwise defined in this Agreement, capitalized terms shall have the meaning as defined in the Formation Agreement. As used in this Agreement, the following terms shall have the following meanings:
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1.1 "Affiliate" of any person or entity means any corporation, partnership, proprietorship or business entity which, directly or indirectly, owns or controls, is under common ownership or control with, or is owned or controlled by, such person or entity. 1.2 "Business Employee" means each employee of St. Paul Re, Inc. and any other employee or independent contractor of St. Paul or its Affiliates who is dedicated to the conduct of the Business, but excluding any employees or independent contractors based in the United Kingdom. 1.3 "Closing" shall be as defined in the Formation Agreement. 1.4 "Closing Date" shall be as defined in the Formation Agreement. 1.5 "Code" means the Internal Revenue Code of 1986, as amended. 1.6 "Company" means Platinum Underwriters Holdings, Ltd. 1.7 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 1.8 "Existing Retention Obligations" means those retention obligations of St. Paul that have arisen from letter agreements between St. Paul Companies, Inc. and Platinum US Transfer Employees listed on Schedule 1.8. 1.9 "Prorated Retention Obligations" means those retention obligations of St. Paul and Platinum US that have arisen from letter agreements between Platinum US and Platinum US Transfer Employees listed on Schedule 1.9 and that shall be prorated between St. Paul and Platinum US in accordance with Section 6.7(b). 1.10 "Public Offering Date" means the date of the closing of the Public Offering. 1.11 "St. Paul Cash Balance Plan" means the portion of the St. Paul Pension Plan that provides for benefit accrual based on the cash balance formula. 2
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1.12 "St. Paul Employee" means each employee of St. Paul or any of its Affiliates, including but not limited to the Business Employees. 1.13 "St. Paul Enhanced Severance Program" means the St. Paul Companies, Inc. Enhanced Severance Program. 1.14 "St. Paul Executive Retirement Plan" means the portion of the St. Paul SERP that provides benefits which would have been provided under the St. Paul Pension Plan if not for limitations imposed by the Code. 1.15 "St. Paul Executive Savings Plan" means the portion of the St. Paul SERP that provides benefits which would have been provided under the St. Paul 401(k) Plan and the St. Paul Stock Ownership Plan if not for limitations imposed by the Code. 1.16 "St. Paul 401(k) Plan" means the St. Paul Companies, Inc. Savings Plus Plan. 1.17 "St. Paul Global Stock Option Plan" means the St. Paul Companies Inc. Global Stock Option Plan. 1.18 "St. Paul Pension Plan" means the St. Paul Companies, Inc. Employees' Retirement Plan. 1.19 "St. Paul Restricted Shares" means restricted stock granted under the St. Paul Stock Incentive Plan. 1.20 "St. Paul Retiree Health Plan" means the St. Paul Companies, Inc. Retiree Health Plan. 1.21 "St. Paul SERP" means the St. Paul Companies, Inc. Benefit Equalization Plan, as amended. 1.22 "St. Paul Stock Incentive Plan" means the St. Paul Companies, Inc., Amended and Restated 1994 Stock Incentive Plan. 3
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1.23 "St. Paul Stock Ownership Plan" means the St. Paul Companies, Inc. Stock Ownership Plan. 1.24 "St. Paul Traditional Plan" means the means the portion of the St. Paul Pension Plan that provides for benefit accrual based on the original defined benefit formula provided under the St. Paul Pension Plan. 1.25 "St. Paul Stock Options" means stock options granted under the St. Paul Stock Incentive Plan and the St. Paul Global Stock Option Plan. 1.26 "Transfer Date" shall be defined in Article II hereof. 1.27 "Platinum US 401(k) Plan" shall have the meaning set forth in Section 3.1 hereof. 1.28 "Platinum US Transfer Employee" means each Business Employee who becomes an employee of Platinum US in accordance with Article II hereof. ARTICLE II EMPLOYMENT St. Paul and Platinum US shall use their reasonable best efforts so that, effective on the day immediately following the Closing Date (the "Transfer Date"), the Business Employees listed on Schedule 2 become employees of Platinum US. ARTICLE III RETIREMENT PLANS 3.1 Platinum US 401(k) Plan. (a) In General. As soon as practicable on or after the Transfer Date, Platinum US shall establish a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the "Platinum US 401(k) Plan") for the benefit of the Platinum US Transfer Employees and shall take, or cause to be taken, all 4
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necessary and appropriate action to allow each eligible Platinum US Transfer Employee to participate in the Platinum US 401(k) Plan. (b) Service Credit. The employment of each Platinum US Transfer Employee with St. Paul or any of its Affiliates shall be treated as employment with Platinum US for purposes of eligibility and vesting under the Platinum US 401(k) Plan to the extent such employees were credited with such employment under the St. Paul 401(k) Plan. (c) Rollover. Provided that the parties are reasonably satisfied, consistent with the regulations under Section 401(a)(31) of the Code, that the other party's applicable plan meets the requirements for qualification under Section 401(a) of the Code, Platinum US shall cause the Platinum US 401(k) Plan to accept the rollover of "eligible rollover distributions" (as defined in Section 401(a)(31) of the Code) (including outstanding Platinum US Transfer Employee loans, but excluding distributions of St. Paul common stock) from the St. Paul 401(k) Plan and the St. Paul Stock Ownership Plan with respect to Platinum US Transfer Employees in accordance with Platinum US's rollover procedures. St. Paul shall have no liability with respect to the St. Paul 401(k) Plan or the St. Paul Stock Ownership Plan account balances of Platinum US Transfer Employees that are rolled over to the Platinum US 401(k) Plan, other than any liabilities that arise out of any act or omission of St. Paul or any of its Affiliates prior to the rollover. 3.2 St. Paul 401(k) Plan. (a) In General. St. Paul has previously established the St. Paul 401(k) Plan and the St. Paul Stock Ownership Plan for the benefit of the St. Paul Employees. (b) Matching Contributions. St. Paul shall contribute or credit (as applicable) to the St. Paul 401(k) Plan, the St. Paul Executive Savings Plan and St. Paul Stock 5
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Ownership Plan, for the account of each Platinum US Transfer Employee who is a participant in the St. Paul 401(k) Plan, the St. Paul Executive Savings Plan or the St. Paul Stock Ownership Plan immediately prior to the Transfer Date, employer matching contributions or credits (as applicable) under the St. Paul 401(k) Plan, the St. Paul Executive Savings Plan and the St. Paul Stock Ownership Plan through the Transfer Date based on such Platinum US Transfer Employee's contribution through the Transfer Date. St. Paul shall make such employer matching contributions and credits at the same time it makes such contributions and credits under the terms of the applicable plan or such earlier date as determined by St. Paul. St. Paul agrees that to the extent the terms of the St. Paul 401(k) Plan, the St. Paul Executive Savings Plan or St. Paul Stock Ownership Plan require a participant to be employed with St. Paul on the applicable matching contribution date, each Platinum US Transfer Employee shall be deemed to be in the employ of St. Paul as of such date. The account balances for matching contributions of all Platinum US Transfer Employees under the St. Paul 401(k) Plan, the St. Paul Executive Savings Plan and the St. Paul Stock Ownership Plan will fully vest upon the Transfer Date. (c) Performance Shares. Performance Shares held for the account of each Platinum US Transfer Employee who is a participant in the St. Paul Stock Ownership Plan immediately prior to the Transfer Date will fully vest upon the Transfer Date. Platinum US Transfer Employees will not be eligible to receive Performance Share allocations under the St. Paul Stock Ownership Plan for 2002. 3.3 St. Paul Pension Plan. (a) In General. St. Paul has previously established the St. Paul Pension Plan for the benefit of the St. Paul Employees. 6
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(b) Platinum US Transfer Employees' Accrued Benefits. Each Platinum US Transfer Employee who is a participant in the St. Paul Pension Plan as of the Transfer Date and who is (i) within two years of satisfying the minimum retirement eligibility requirements of the St. Paul Pension Plan (i.e. being 55 years of age and having 10 years of service or being 62 years of age with one year of service credit) or (ii) is at least 50 years old and has a minimum of 20 years of credited service under the St. Paul Pension Plan, shall receive additional age and service credit under the St. Paul Pension Plan for service provided to Platinum US and its Affiliates following the Transfer Date as if such service had been with St. Paul in an amount equal to only the amount of additional age and service credit each such Platinum US Transfer Employee needs to meet the minimum retirement eligibility requirements under the St. Paul Pension Plan. Provided that the parties are reasonably satisfied, consistent with the regulations under Section 401(a)(31) of the Code, that the other party's applicable plan meets the requirements for qualification under Section 401(a) of the Code, Platinum US shall cause the Platinum US 401(k) Plan to accept the rollover of "eligible rollover distributions" (as defined in Section 401(a)(31) of the Code), including amounts credited for retiree medical under the St. Paul Cash Balance Plan, from the St. Paul Pension Plan with respect to Platinum US Transfer Employees in accordance with Platinum US's rollover procedures. 3.4 St. Paul Retiree Health Plan. Each Platinum US Transfer Employee who is (i) within two years of satisfying the minimum eligibility requirements for retiree health or life insurance benefits in accordance of the terms of the St. Paul Retiree Health Plan, or (ii) is at least 50 years old and has a minimum of 20 years of credited service under the St. Retiree Health Plan shall receive additional age and service credit under the St. Paul Retiree Health Plan for service provided to Platinum US and its Affiliates following the Transfer Date as if such service had 7
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been with St. Paul in an amount equal to only the amount of additional age and service credit each such Platinum US Transfer Employee needs to meet the minimum eligibility requirements under the St. Paul Retiree Health Plan. Upon retirement from Platinum US and its Affiliates, each such Platinum US Transfer Employee who is eligible to receive retiree health and life insurance benefits under the St. Paul Retiree Health Plan shall receive such benefits, if any, in accordance with the terms of the St. Paul Retiree Health Plan as in effect for St. Paul Employees as of the date of such employee's retirement from Platinum US and its Affiliates. Nothing in this Section 3.4 shall limit the ability of St. Paul to amend, suspends or terminate the St. Paul Retiree Health Plan. ARTICLE IV SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS 4.1 St. Paul SERP. (a) In General. St. Paul has previously established the St. Paul SERP for the benefit of certain employees of St. Paul. (b) Additional Age and Service Credit. Each Platinum US Transfer Employee who is a participant in the St. Paul Executive Retirement Plan as of the Transfer Date and who is (i) within two years of satisfying the minimum retirement eligibility requirements of the St. Paul SERP or (ii) is at least 50 years old and has a minimum of 20 years of credited service under the St. Paul SERP shall receive additional age and service credit under the St. Paul Executive Retirement Plan for service provided to Platinum US and its Affiliates following the Transfer Date as if such service had been with St. Paul in an amount equal to only the amount of additional age and service credit each such Platinum US Transfer Employee needs to meet the minimum retirement eligibility requirements under the St. Paul Executive Retirement Plan. 8
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(c) Platinum US Transfer Employees' Vested Benefits. Each Platinum US Transfer Employee who is a participant in the St. Paul SERP as of the Transfer Date shall receive a payout of such employee's vested St. Paul SERP benefit in accordance with the terms of the St. Paul SERP. ARTICLE V ST. PAUL STOCK INCENTIVE PLAN AND ST. PAUL GLOBAL STOCK OPTION PLAN 5.1 Transfer of Employment. For purposes of the St. Paul Stock Incentive Plan and the St. Paul Global Stock Option Plan, transfer of a Platinum US Transfer Employee's employment from St. Paul to Platinum US shall constitute a termination of employment without Cause (as such term is defined in the relevant stock option plan) as of the Transfer Date. 5.2 Stock Options. All St. Paul Stock Options held by Platinum US Transfer Employees that are vested as of the Transfer Date will be exercisable in accordance with their terms and the relevant stock option plan. All St. Paul Stock Options held by Platinum US Transfer Employees that are unvested as of the Transfer Date will terminate as of such date; and each such Platinum US Transfer Employee will be entitled to receive, for each unvested St. Paul Stock Option that otherwise would have vested during the period from the Transfer Date through the second anniversary of the Transfer Date, a cash payment on each date such St. Paul Stock Option otherwise would have vested equal to (i) the number of shares subject to such employee's St. Paul Stock Options that otherwise would have vested on such vesting date, multiplied by (ii) the value per share of each such option, determined based on the excess of the closing price of the St. Paul common stock on the New York Stock Exchange on the Transfer Date, over the exercise price of the option, provided such Platinum US Transfer Employee is still employed by Platinum US or one of its Affiliates as of each such vesting date. The foregoing cash payments 9
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shall be made by Platinum US, and St. Paul shall reimburse Platinum US for the amounts of such payments within thirty (30) days following written notice from Platinum US. 5.3 Restricted Shares. The restrictions on all St. Paul Restricted Shares held by Platinum US Transfer Employees that otherwise would have lapsed during the period from the Transfer Date through the first anniversary of the Transfer Date, shall lapse immediately prior to the Transfer Date. Effective as of the Transfer Date, all St. Paul Restricted Shares held by Platinum US Transfer Employees shall terminate as of such date and shall be of no further force and effect. ARTICLE VI OTHER BENEFITS 6.1 Continuation of Coverage. Effective for the period from the Transfer Date through December 31, 2002 (the "Continuation Coverage Period"), each Platinum US Transfer Employee and each other employee of Platinum US hired after the Transfer Date, together with dependents thereof, shall continue to be covered by St. Paul's employee welfare and fringe benefit plans listed on Schedule 6.1 (collectively, "Welfare Plans") on the same basis as if their employment with Platinum US and its Affiliates was continued employment with St. Paul (including for purposes of co-payments and deductibles). Effective January 1, 2003, each Platinum US Transfer Employee, together with dependents thereof, shall cease to be covered by the Welfare Plans and shall be eligible to participate in Platinum US's employee welfare and fringe benefit plans, including but not limited to plans, programs, policies and arrangements which provide medical and dental coverage, life and accident insurance and disability coverage (collectively, " Platinum US Welfare Plans"). 10
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6.2 Cost Allocation of Continuation Coverage. Platinum US shall be responsible for the costs of providing continuation coverage to eligible Platinum US Transfer Employees under the Welfare Plans during the Continuation Coverage Period (including, but not limited to the costs of providing such benefits and certain administrative costs) solely in accordance with the terms of a letter agreement (the "Letter Agreement") to be entered into between St. Paul and Platinum US as soon as practicable following the date on which the Formation Agreement is entered into. 6.3 Certain Health Plan Provisions. Any pre-existing condition and actively at work requirements in any of the Platinum US Welfare Plans that are medical, dental or health plans shall be waived with respect to eligible Platinum US Transfer Employees, to the extent such conditions and requirements were not applicable to each such employee immediately prior to January 1, 2003. 6.4 Vacation. Any earned, but not taken, vacation time and other paid time off with St. Paul of each Platinum US Transfer Employee shall become the responsibility of Platinum US effective as of the Transfer Date, and St. Paul shall cease to have any liability in respect thereof. 6.5 2002 Bonuses. As soon as practicable following the date that the 2002 annual bonuses, if any, are paid by St. Paul to St. Paul Employees (or on or no later than March 31, 2003 if no such bonuses are paid), St. Paul shall reimburse Platinum US an amount equal to the bonus of each Platinum US Transfer Employee set forth on Annex A (attached hereto), which amounts are prorated for the period from January 1, 2002 (or, if later, the date of the Platinum US Transfer Employee's commencement of employment) through the Transfer Date, provided such Platinum US Transfer Employee is employed by Platinum US on the date that 2002 annual bonuses are (or would have been) paid to St. Paul Employees. 11
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6.6 Enhanced Severance Program. Prior to the Transfer Date, Platinum US shall adopt the St. Paul Enhanced Severance Program and shall keep such plan in effect for the benefit of all Platinum US Transferred Employees for the period from the Transfer Date until ninety (90) days following the Transfer Date. St. Paul will remain liable for the expense of any Platinum US Transferred Employees terminated by Platinum US during such 90-day period, in accordance with the terms of the St. Paul Enhanced Severance Program and based on each such Platinum US Transferred Employee's accrued service and salary through the Transfer Date. St. Paul shall keep in effect for the period from the Transfer Date until 90 days following the Transfer Date the St. Paul Enhanced Severance Program for all Business Employees who do not become Platinum US Transfer Employees. 6.7 Retention Obligations. (a) St. Paul agrees to honor all Existing Retention Obligations and to recognize under the Existing Retention Obligations all service provided to Platinum US and its Affiliates following the Transfer Date. (b) St. Paul and Platinum US agree to honor the Prorated Retention Obligations on a pro rata basis as follows: (i) St. Paul shall assume and be liable for the portion of each Prorated Retention Obligation in an amount equal to the product of (A) the amount of each such Prorated Retention Obligation and (B) a fraction, the numerator of which is the number of days from the date such Prorated Retention Obligation was entered into through the Transfer Date and the denominator of which is the number of days from the date such Prorated Retention Obligation was entered into through July 1, 2004, and (ii) Platinum US shall assume and be liable for the portion of each Prorated Retention Obligation in an amount equal to the product of (A) the amount of each such Prorated Retention Obligation and (B) a fraction, the 12
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numerator of which is the number of days from the Transfer Date through July 1, 2004 and the denominator of which is the number of days from the date such Prorated Retention Obligation was entered into through July 1, 2004. St. Paul will reimburse Platinum US for St. Paul's portion of the Prorated Retention Obligation within 10 business days of its receipt of notice from Platinum US that the Prorated Retention Obligation amounts have been paid. 6.8 Payroll Services. Effective for the period from the Transfer Date through December 31, 2002, St. Paul shall provide Platinum US with payroll processing, payroll deduction, tax withholding, and year end tax reporting for the Platinum US Transfer Employees and Platinum US shall be responsible for all costs of such services in accordance with the terms of the Letter Agreement and the Master Services Agreement. 6.9 Withholding. St. Paul and Platinum US shall individually and collectively make commercially reasonable efforts to avoid unnecessary duplicated federal, state or local payroll and other withholding taxes with respect to the Platinum US Transfer Employees for 2002. ARTICLE VII MISCELLANEOUS 7.1 Certain Aspects. Nothing in this Agreement shall be treated as, or deemed to affect any employee benefit plan of St. Paul's subsidiaries incorporated outside of the United States. 7.2 Entire Agreement. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, discussions, agreements and understandings with respect to such subject matter. 7.3 Employee Liabilities. 13
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(a) Except as otherwise provided herein, St. Paul shall retain all liabilities with respect to any employee benefit plan, program, policy or arrangement maintained by St. Paul for the benefit of the Business Employees (including the Platinum US Transferred Employees), any other liabilities of any nature whatsoever relating to the Business Employees (including the Platinum US Transfer Employees) that relate to the periods prior to and including the Transfer Date, and any other liabilities of any nature whatsoever relating to the Business Employees who do not become Platinum US Transferred Employees that relate to any period before or after the Transfer Date. Except as otherwise provided herein, St. Paul shall be responsible for any payment of (whether of severance pay or otherwise), acceleration of, forgiveness of indebtedness owing from, vesting of, distribution of, or increase in or obligation to fund, any compensation or benefits with respect to any Business Employee (including Platinum US Transfer Employees) under any employee benefit plan, program, policy or arrangement maintained by St. Paul or its Affiliates as a result of the execution of, consummation of, and performance of the transactions contemplated in, the Formation Agreement (including the Public Offering or the Closing) (either alone or upon the occurrence of any additional or subsequent events). (b) Except as specifically provided in this Agreement, Platinum US shall be responsible for any liabilities relating to the Platinum US Transfer Employees which are incurred after the Transfer Date. 7.4 Dispute Resolution. (a) Mandatory Arbitration. The parties hereto shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement and/or the provision of services hereunder, including effect, validity, breach, interpretation, performance, or 14
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enforcement (collectively, a "Dispute") to binding arbitration in New York, New York at the offices of Judicial Arbitration and Mediation Services, Inc. ("JAMS") before an arbitrator (the "Arbitrator") in accordance with JAMS' Comprehensive Arbitration Rules and Procedures and the Federal Arbitration Act, 9 U.S.C. Sections 1 et seq. The Arbitrator shall be a former judge selected from JAMS' pool of neutrals. The parties agree that, except as otherwise provided herein respecting temporary or preliminary injunctive relief, binding arbitration shall be the sole means of resolving any Dispute. Judgment on any award of the Arbitrators may be entered by any court of competent jurisdiction. (b) Costs. The costs of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award or to obtain temporary or preliminary injunctive relief as provided in paragraph (c) below, as applicable (including, without limitation, actual attorneys' fees and costs), shall be borne by the unsuccessful party and shall be awarded as part of the Arbitrator's decision, unless the Arbitrator shall otherwise allocate such costs in such decision. (c) Injunctive Relief. The parties hereto may seek or obtain temporary or preliminary injunctive relief in a court for any breach or threatened breach of any provision hereof pending the hearing before and determination of the Arbitrator. St. Paul hereby agrees that it shall continue to provide, or cause its Affiliates to provide, any and all services hereunder pending the hearing before and determination of the Arbitrator, it being agreed and understood that the failure to so provide may cause irreparable harm to Platinum and its Affiliates and that the putative breaching party has assumed all of the commercial risks associated with such breach or threatened breach of any provision hereof by such party. 15
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(d) Courts. The parties agree that the State and Federal courts in The City of New York shall have jurisdiction for purposes of enforcement of their agreement to submit Disputes to arbitration and of any award of the Arbitrator. 7.5 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without applying or giving effect to provisions relating to conflict of laws. 7.6 Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) or sent by any means of electronic message transmission with delivery confirmed (by voice or otherwise) to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and will be deemed given on the date on which such notice is received: To St. Paul: The St. Paul Companies, Inc. 385 Washington Street St. Paul, Minnesota 55102 Attention: General Counsel To Platinum US: The address of Platinum US's principal place of business Attention: Corporate Secretary 7.7 Amendments. This Agreement may not be modified or amended except by an agreement in writing signed by the parties. 7.8 Successors and Assigns. Neither party may assign its rights or delegate any of its duties or obligations under this Agreement without the prior written consent of the other party. 16
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This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 7.9 No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and their respective subsidiaries and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. 7.10 Titles and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 7.11 Enforceability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render such provision unenforceable in any other jurisdiction. 7.12 Access to Information. Platinum US and St. Paul shall provide each other with access to information reasonably necessary in order to carry out the provisions of this Agreement (including premium reconciliation for billing and collections). As of the Transfer Date, St. Paul shall transfer to Platinum US originals or copies of all personnel files, records and reports in respect of the Platinum US Transfer Employees, whether in hard copy, electronic format, magnetic or other media. The parties agree that they shall be joint owners of the information and records relating to the Platinum US Transfer Employees, whether they have originals or copies of the various components thereof. 17
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7.13 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. 18
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first hereinabove written. THE ST. PAUL COMPANIES, INC. By: /s/ Thomas A. Bradley -------------------------------------------------------- Title: Executive Vice President and Chief Financial Officer PLATINUM UNDERWRITERS REINSURANCE, INC. By: /s/ Michael D. Price -------------------------------------------------------- Name: Michael D. Price Title: President and Chief Underwriting Officer 19
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SCHEDULE 1.8 EXISTING RETENTION OBLIGATIONS [Download Table] PAYMENT ELIGIBLE TO RECEIVE PAYMENT ELIGIBLE TO RECEIVE IF EMPLOYED BY ST. PAUL RE IF EMPLOYED BY ST. PAUL RE OR PLATINUM US OR PLATINUM US NAME OF EMPLOYEE THROUGH JUNE 1, 2002 THROUGH JUNE 1, 2003 ---------------- --------------------------- --------------------------- Dennis Koruda $50,000 $50,000 Robert Porter $50,000 $50,000 John Bender $50,000 $50,000 Tim Hein $50,000 $50,000 James Roddy $50,000 $50,000 Ed Torres $50,000 $50,000 Kevin Marine $50,000 $50,000 H. Elizabeth Mitchell $50,000 $50,000 Eleni Kourou $50,000 $50,000 Cathryn Curia $50,000 $50,000 Greg Richardson $50,000 $50,000 Manny Hur $50,000 $50,000 20
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SCHEDULE 1.9 PRORATED RETENTION OBLIGATIONS
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Platinum U.S. Employees Retention Schedule [Download Table] NAME JOB TITLE RETENTION $ DATE ---- --------- ----------- ---- BAKER,KATHLEEN UNDERWRITING OFFICER $39,000 7/1/04 BARRETT-JR,JOSEPH A. VICE PRESIDENT $29,750 7/1/04 BARREZUETA,NATHALIE SR PROJECT MANAGER $17,205 7/1/04 BENDER,JOHN R SR VICE PRESIDENT $225,000 7/1/04 BOLISLAVSKY,GERMAN $16,050 7/1/04 BUCHANAN,JOHN W SR VICE PRESIDENT $98,850 7/1/04 CAPONIGRO,CHRIS VICE PRESIDENT $67,500 7/1/04 CELLARS,RALPH M SR VICE PRESIDENT $100,000 7/1/04 CHVOY,DARREL VICE PRESIDENT $29,750 7/1/04 CLARO,TERESA C SENIOR VICE PRESIDENT $78,000 7/1/04 CONRAD,RAQUEL KATHLEEN ASSISTANT VICE PRESIDENT $26,875 7/1/04 CONWAY,JAMES M VICE PRESIDENT $47,500 7/1/04 CURIA,CATHRYN A EXECUTIVE VICE PRESIDENT $125,000 7/1/04 DAVISON,WILLIAM R VICE PRESIDENT $33,250 7/1/04 DLUGOSZ-III,FRANK SYSTEMS/TELECOMMUNICATION MGR $15,030 7/1/04 EICHMANN,JANE ASSISTANT VICE PRESIDENT $65,000 7/1/04 ENGEL,SAMANTHA E AVP-HEALTHCARE UNIT $29,050 7/1/04 FATA,MICHAEL ASSISTANT VICE PRESIDENT $23,525 7/1/04 FAZAL,NASSIR M SR PROJECT MANAGER $17,220 7/1/04 FAZAL,OMAR INFO CENTER MANAGER $14,250 7/1/04 FINAMORE,MICHAEL J LAN ADMINISTRATOR $12,750 7/1/04 FRY,KEVIN VICE PRESIDENT $29,000 7/1/04 GEARHEART,JEFF A VICE PRESIDENT $65,000 7/1/04 HEIN,TIMOTHY SR VICE PRESIDENT $102,000 7/1/04 HUR,MAN-GYU VICE PRESIDENT $87,500 7/1/04 KEELEY,CATHERINE M CONTRACT WORDING OFFICER $45,000 7/1/04 KELLY,THOMAS P VICE PRESIDENT $160,000 7/1/04 KORUDA,DENNIS M EXECUTIVE VICE PRESIDENT $125,000 7/1/04 KOUROU,ELENI SR VICE PRESIDENT $225,000 7/1/04 LIN,DENGXING PRICING OFFICER $10,400 7/1/04 MACINTYRE,THOMAS J ACTUARIAL OFFICER $49,000 7/1/04 MACRI,ANTHONY C VICE PRESIDENT-FINANCE $70,000 7/1/04 MAHER,JIM VICE PRESIDENT $87,500 7/1/04 MARINE,KEVIN S SR VICE PRESIDENT $225,000 7/1/04 MITCHELL,H ELIZABETH EXECUTIVE VICE PRESIDENT $175,000 7/1/04 MULLIGAN,MAUREEN P ASSISTANT VICE PRESIDENT $25,000 7/1/04 OLSON,MILARY N ASSISTANT VICE PRESIDENT $30,200 7/1/04 PLASENCIA,JOSEPH VICE PRESIDENT-DATA CENTER $70,100 7/1/04 PORTER,ROBERT SR VICE PRESIDENT $225,000 7/1/04 PULLIAM,LEWIS R SR VICE PRESIDENT $45,000 7/1/04 REDLICH,STEVEN L. VICE PRESIDENT $76,250 7/1/04 RENE,PATRICK INFO TECH OFFICER $34,100 7/1/04 RICHARDSON,GREGORY J EXECUTIVE VICE PRESIDENT $150,000 7/1/04 ROBERTSON,JOHN P VICE PRESIDENT $42,950 7/1/04 RODDY,JAMES A SR VICE PRESIDENT $215,000 7/1/04 SARISKY,AMY J VICE PRESIDENT $80,000 7/1/04 SCHMIDT,NEAL J EXECUTIVE VICE PRESIDENT $175,000 7/1/04 SCHULTZ,SARAH A VICE PRESIDENT $32,000 7/1/04 SPOKONY,KENNETH J SENIOR VICE PRESIDENT $38,625 7/1/04 STEINER,YUNUS UNDERWRITING OFFICER $18,750 7/1/04 TIMPONE,STEPHEN A VICE PRESIDENT-ASST CONTROLLER $70,000 7/1/04 TORRES,EDWARD F SENIOR VICE PRESIDENT/FS $100,000 7/1/04 TURKEL,WILLIAM VICE PRESIDENT $28,750 7/1/04 TUTTLE,JEROME E SR VICE PRESIDENT $93,750 7/1/04 YULGA,JAMES D SR VICE PRESIDENT $225,000 7/1/04 ZILINSKIS,STEPHEN P VICE PRESIDENT $37,250 7/1/04 $4,378,680
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SCHEDULE 2 BUSINESS EMPLOYEES
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Platinum EE List 10281 [Download Table] LAST NAME FIRST NAME --------- ---------- ARELLANO PRISCILA BAKER KATHLEEN BARNETT CLAUDETTE BARRETT-JR JOSEPH BARREZUETA NATHALIE BENDER JOHN BIZARRO ELIZABETH BOLISLAVSKY GERMAN BONILLA MARTHA BRENNAN-SCHULMAN SUSAN BRILLER ELENA BUCHANAN JOHN CALABRESE PHYLLIS CAMPOMANES ROSARIO CAPONIGRO CHRIS CELLARS RALPH CHVOY DARREL CLARO TERESA CONRAD RAQUEL CONWAY JAMES CRUZ JUDITH CURCIO LOREDANA CURIA CATHRYN DAGOSTINO THOMAS DAVISON WILLIAM DIFEDERICO KIMERBLY DLUGOSZ-III FRANK DORSETT SHERLYN EICHMANN JANE ELLA JOSEPHINE ELSAAYED THERESIA ENGEL SAMANTHA FADDEN JEROME FARLEY KRISTINE FATA MICHAEL FAZAL NASSIR FAZAL OMAR FINAMORE MICHAEL FISHMAN VICTORIA FRENCH GARY FRY KEVIN GEARHEART JEFF GIUNTI JOSEPHINE GRAND LINDA HEGEL ANDREW HEIN TIMOTHY HERNANDEZ GRACIELA HUR MAN-GYU Page 1
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Platinum EE List 10281 [Download Table] JOHNSON GERALD KATTAN KAREN KEELEY CATHERINE KELLY THOMAS KINNIER DANIEL KORUDA DENNIS KOUROU ELENI LANGE PETER LEE SUSAN LEW PHILIP LIN DENGXING LOMBARDOZZI MICHAEL LOPEZ NANCY MACINTYRE THOMAS MACRI ANTHONY MAHER JIM MARAVI FERNANDO MARCHESE MARGARET MARINE KEVIN MCPHERSON MICHAEL MCPHERSON CONROY MERMANISHVILI LIA MITCHELL H. ELIZABETH MONTELEONE DOROTHEA MORALES JOSEPHINE MORTAROTTI LIONEL MUI ELIZABETH MULLIGAN MAUREEN NORTON SUSAN OLSON MILARY ORBES MARY PADILLA JILL PLASENCIA JOSEPH POLIZZI LINDA PORTER ROBERT PRICE MICHAEL PULLIAM LEWIS REDLICH STEVEN RENE PATRICK RICHARDSON GREGORY RIVERA RAFAEL ROBBIE WILLIAM ROBERTSON JOHN RODDY JAMES ROSHONG BRETT SANTOPAULO JOELLYN SAPIENZA MICHAEL SARISKY AMY SCHMIDT NEAL Page 2
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Platinum EE List 10281 [Download Table] SCHULTZ SARAH SCULLY ROBERT SIMS ROBERT SMILEY MICHAEL SMITH ROBERT SOTO MICHELLE SPOKONY KENNETH STEINER YUNUS SUNDARARAJAN RAMAN TIMPONE STEPHEN TIMPONE LAURA TORIBIO SONYA TORRES EDWARD TURKEL WILLIAM TUTTLE JEROME VELASQUEZ MIRIAM WHITE SANDRA WOLD JOHN WU WILLIE YULGA JAMES ZHANG LARRY XU ZILINSKIS STEPHEN Page 3
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SCHEDULE 6.1 WELFARE PLANS 1. The St. Paul Companies, Inc. Medical Plan 2. The St. Paul Companies, Inc. Dental Plan 3. The St. Paul Companies, Inc. Vision Plan 4. The St. Paul Companies, Inc. Basic Life Insurance and AD&D Insurance 5. The St. Paul Re Supplemental Life Insurance Plan (Unicare) (subject to approval of insurance carrier) 6. The St. Paul Companies, Inc. Short-Term Disability Plan 7. The St. Paul Companies, Inc. Long-Term Disability Plan 8. The St. Paul Companies, Inc. Reserve Accounts 9. The St. Paul Companies, Inc. Group Legal Plan 10. The St. Paul Companies, Inc. Personal Financial Planning Program
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ANNEX A 2002 BONUSES [Download Table] Name of Employee 2002 St. Paul Bonus Reimbursements ---------------- ---------------------------------- Priscila Arellano $ 4,946 Kathleen Baker $ 13,000 Joseph Barrett, Jr $ 29,750 Nathalie Barrezueta $ 9,558 John Bender $ 93,750 Elizabeth Bizarro $ 2,950 German Bolislavsky $ 8,917 Susan Brennan-Schulman $ 6,125 John Buchanan $ 80,708 Chris Caponigro $ 33,750 Ralph Cellars $ 83,333 Darrel Chvoy $ 24,792 Teresa Claro $ 45,500 Raquel Kathleen Conrad $ 22,396 James Conway $ 39,583 Cathryn Curia $104,167 Thomas Dagostino $ 10,000 William Davison $ 27,708 Frank Dlugosz $ 8,350 Jane Eichmann $ 27,083 Josephine Ella $ 5,292 Samantha Engel $ 19,367 Jerome Fadden $650,000 Michael Fata $ 19,604 Nassir Fazal $ 9,567 Omar Fazal $ 7,917 Michael Finamore $ 7,083 Gary French $ 38,542 Kevin Fry $ 24,167 Jeff A. Gearheart $ 27,083 Linda Grand $ 7,200 Andrew Hegel $ 9,625 Timothy Hein $ 85,000 Man-Gyu Hur $ 51,042 Catherine Keeley $ 11,250 Thomas Kelly $ 40,000 Daniel Kinnier $ 17,950 Dennis Koruda $104,167 Eleni Kourou $ 93,750 Peter Lange $ 17,567 Philip Lew $ 15,660
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[Download Table] Name of Employee 2002 St. Paul Bonus Reimbursements ---------------- ---------------------------------- Dengxing Lin $ 13,000 Michael Lombardozzi $157,500 Thomas Macintyre $ 16,667 Anthony Macri $ 35,000 Jim Maher $ 51,042 Kevin Marine $ 93,750 Elizabeth Mitchell $218,750 Dorothea Monteleone $ 20,833 Lionel Mortarotti $ 44,276 Elizabeth Mui $ 29,167 Maureen Mulligan $ 16,667 Milary Olson $ 20,133 Joseph Plasencia $ 35,050 Robert Porter $ 93,750 Michael Price $285,714 Lewis Pulliam $ 75,000 Steven Redlich $ 50,833 Patrick Rene $ 34,100 Gregory Richardson $125,000 William Robbie $157,500 John Robertson $ 42,950 James Roddy $ 89,583 Takeshi Sanuki $ 30,417 Michael Sapienza $ 16,667 Amy Sarisky $ 40,000 Neal Schmidt $218,750 Sarah Schultz $ 26,667 Robert Scully $ 9,200 Michael Smiley $ 72,083 Robert Smith $ 13,125 Kenneth Spokony $ 64,375 Yunus Steiner $ 9,375 Raman Sundarrajan $ 8,083 Laura Timpone $ 11,050 Stephen Timpone $ 35,000 Edward Torres $ 83,333 William Turkel $ 28,750 Jerome Tuttle $ 78,125 James Yulga $ 93,750 Larry Xu Zhang $ 10,938 Stephen P. Zilinskis $ 37,250 25

Dates Referenced Herein   and   Documents Incorporated By Reference

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1/1/0211
6/1/0220
11/1/0213
For The Period Ended12/31/021013
1/1/031011
Filed On / Filed As Of3/31/031110-Q
6/1/03203/A
7/1/0412134
 
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