This ESCROW AGREEMENT, dated as of December 9, 2019 (together with Schedule A hereto, this Agreement), is among ARGO GROUP INTERNATIONAL HOLDINGS, LTD., (Company), MARK E. WATSON III (Executive) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, with principal offices located at 6201 15th Avenue, Brooklyn, New York, 11219 (Escrow Agent).
WHEREAS, Company and Executive have entered into that certain Separation Agreement, dated as of December 6, 2019 (the Separation Agreement), pursuant to which Company and Executive agreed upon the terms of Executives separation of employment from Company and its subsidiaries and affiliates;
WHEREAS, pursuant to the terms of the Separation Agreement, Company and Executive have agreed to a procedure to resolve issues regarding whether alleged expenses by Executive are to be reimbursed to the Company;
WHEREAS, neither the execution of this Agreement nor any of the terms of this Agreement constitute an admission by Executive or the Company of any liability or wrongdoing on the part of that party, which liability or wrongdoing is expressly disclaimed and denied;
WHEREAS, in accordance with the terms of the Separation Agreement, Company and Executive shall place the Escrow Assets (defined below) in a segregated and restricted escrow account titled in the name of the Escrow Agent for the benefit of Company, to be held by the Escrow Agent in accordance with this Agreement;
WHEREAS, Escrow Agent has agreed to accept, hold, and disburse the Escrow Assets deposited with it in accordance with the terms of this Agreement; and
WHEREAS, in order to establish the Escrow Account and otherwise to effect the provisions of the Separation Agreement, the parties hereto have entered into this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
Definitions. The following terms shall have the meanings indicated or referred to below, inclusive of their singular and plural forms, except where the context requires otherwise. Unless the context requires otherwise, all references to years, months, or days shall mean calendar years, calendar months, and calendar days. References in this Agreement to including shall mean including, without limitation, whether or not so specified. Any term not defined below which is initially capitalized in this Agreement shall have the meaning ascribed to it in this Agreement.