Employment Agreement between

 

 

1.

The salary payable to the Employee in the sum set out in paragraph 8 of this contract from the date the Company provided the Employee notice of termination until the expiration of the period set forth in paragraph 5 (without giving effect to the proviso therein) and (ii) a bonus calculated as follows: adding the sum of the bonuses paid to the Employee with respect to the three Bonus Payment Dates immediately preceding the notice of termination in accordance with paragraph 9 (or, if less than three Bonus Payment Dates shall have transpired since the Commencement Date, the bonuses paid with respect to such lesser number of Bonus Payment Dates) and dividing by three or such lesser number of Bonus Payment Dates, as the case may be).

 

2.

The Company will pay the Employee the severance payment specified in Clause (19)(1) above 545 days after the notice of termination is delivered to the Employee, provided the Employee shall have complied (in the reasonable judgment of the Company) with the provisions set forth in Paragraph 21.

 

3.

For the avoidance of doubt, the Severance payments described herein are separate from obligation of the Company to pay salary during the notice period

 

a)

During the 545 days after the date a notice of termination is delivered (if terminated without Cause or voluntarily initiated by the Employee) or the 545 days after the date the Employee is summarily dismissed (if terminated for Cause), the Employee will not directly, or indirectly through another Person:

 

i.

Solicit any employee of the Company or another Company Party to leave the employ of a Company Party, or in any way interfere with the relationship between a Company Party, on the one hand, and any employee thereof, on the other hand; provided however that the general solicitation of third parties through the use of means generally available to the public, including the placement of advertisements in the newspaper, will not be deemed to violate the clause ; or

 

ii.

Hire any individual who was an employee of a Company Party until twelve months after such individual’s employment relationship has ended.

 

b)

If the Employee is employed by or a consultant to another Person, the Employee will procure the compliance of that Person with the provisions of this Clause 21.

 

1)

Generally Contributing at all times to the creation within the Company and the Group of business processes, designs, inventions, data repositories and compilations, analytical techniques and improvements to the same.

 

2)

To provide senior leadership to Flagstone Reassurance Suisse SA's financial reporting and strategic planning functions.

 

3)

Recruitment, development and retention of finance team

 

4)

To deploy best practices in finance

 

5)

Participation in strategic initiatives

 

6)

Implementing internal financial controls and risk management procedures

 

7)

Key member of the Flagstone Reassurance Suisse SA executive management team

 

1)

For the avoidance of doubt, the Employee is not authorized to enter into insurance or reinsurance contracts.

 

2)

Investments or yearly expenses which exceed CHF 50.000.--

 

3)

relevant contracts such as cooperation with third parties, leasing.

 

4)

guarantees, credits, leases, participations, etc.

 

5)

hiring of personnel

 

6)

real estate transactions

 

7)

creation of branches or business centers

 

8)

conclusion of contracts with impact exceeding the normal business activity or which are of vital importance for the company

 

9)

conclusion of all business which are board power reserved