Waiver Agreement Between Robert B. Mills and Assured Guaranty Ltd. Regarding Employment Agreement Provisions
This agreement is between Robert B. Mills, Chief Financial Officer, and Assured Guaranty Ltd. Mills agrees to waive certain rights under his employment agreement, specifically the right to receive tax gross-up payments and certain change in control benefits for stock awards granted after April 21, 2011. He also waives salary continuation, bonus eligibility, and benefits if he resigns voluntarily (except for a 'Good Reason Resignation') within twelve months after a change in control. All other terms of the original employment agreement remain unchanged.
Exhibit 10.2
April 21, 2011
Assured Guaranty Ltd.
30 Woodbourne Ave
Hamilton, Bermuda
Dear Sir/Madam:
I currently serve as Chief Financial Officer of Assured Guaranty Ltd. (the Company) pursuant to the terms of an employment agreement by and between myself and the Company, Assured Guaranty U.S. Holdings, Inc. and Assured Guaranty Corp., as amended and restated effective January 1, 2009 (the Employment Agreement).
In previous discussions with the Company regarding corporate governance, I have been asked to waive certain rights that I have pursuant to the Employment Agreement and past practices of the Company. Effective as of the date of this letter, I hereby agree as follows:
Tax Provisions. I agree to waive my right, pursuant Section 9(i) and Exhibit A of the Employment Agreement, to receive a gross-up payment for any taxes incurred by me pursuant to Section 4999 of the Internal Revenue Code (or for any additional taxes incurred by me because of such gross-up payment).
Change in Control Provisions. I agree to waive (i) my right, pursuant to Section 10(f) of the Employment Agreement, to the acceleration of vesting of my stock based awards granted on or after April 21, 2011, upon a Change in Control (as defined in the Employment Agreement); and (ii) my right, pursuant to Section 10(f) of the Employment Agreement, to any salary continuation, bonus eligibility and benefits based upon my voluntary resignation (other than a Good Reason Resignation as defined in the Employment Agreement) within the twelve-month period following a Change in Control.
Except as provided in this letter agreement, the Employment Agreement remains in full force and effect.
Very truly yours, | |
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/s/ Robert B. Mills |
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Robert B. Mills | |
Chief Financial Officer | |
Assured Guaranty Ltd. |