Chief Operating Officer Agreement with Reiner Mauer, dated May 14, 2021

Exhibit 10.1

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [***] has been excluded from this exhibit because it is both (i) not material and (ii) is of the type that the registrant treats as private or confidential.

EXECUTION VERSION

GLOBAL INDEMNITY GROUP, LLC,

PENN-PATRIOT INSURANCE COMPANY

&

REINER R. MAUER

CHIEF OPERATING OFFICER AGREEMENT

May 14, 2021

This agreement of employment (this “Agreement”) among Global Indemnity Group, LLC (“GIG”), Penn-Patriot Insurance Company (including all of Penn-Patriot’s direct and indirect subsidiaries, “Penn-Patriot” or the “Company”) and Reiner R. Mauer (“Executive”) shall be effective as of the date first above written (the “Effective Date”).

Position, Responsibilities, & Reporting: Executive shall serve as the chief operating officer (“COO”) of Penn-Patriot with such responsibilities as assigned in writing from time to time by, and as may be modified in writing by, the chief executive officer of Penn-Patriot (the “CEO”).

Term of Office: Commencing at 12:01 AM on the Effective Date and expiring at 11:59 PM on December 31, 2026.

Annual Base Salary:      $575,000

Annual Bonus Target:    $500,000 +/-

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Book Value Appreciation Rights:    $4,000,000

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Book Value Multiple Table

Examples of determination of Book Value Multiple:

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[***]

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Employee Benefits: While employed by the Company, Executive may participate in all existing and future employee benefit plans, (e.g. pension and retirement, savings, medical, health and accident, life, disability) that are available to other senior executives of the Company in accordance with the terms of those plans as in effect from time to time, including four (4) weeks of paid vacation per year.

Termination/Severance: Executive’s employment by and with the Company shall be terminable by the Company at will in the sole discretion of the Board at any time whether with or without Cause or notice. In the event Executive’s employment by the Company is terminated by the Company prior to December 31, 2026, other than in respect of a Cause Event, and Executive did not materially breach, any of Executive’s material post-employment agreements with the Company, then Executive shall receive as severance an aggregate amount equal to the lesser of (i) one month of Base Salary for each 12 months of employment by the Company and (ii) Base Salary otherwise payable between the date of Executive’s termination of employment and December 31, 2026 and such lesser amount shall be payable monthly over a twenty-two month period beginning on the 60th day following the date of Executive’s termination of employment (the “Release Deadline”), provided that Executive’s entitlement to severance shall be subject to Executive providing an executed general release of claims in respect of the Company, GIG, and Fox Paine & Company, LLC, including in each case such companies’ and their respective affiliates’ officers, executives, agents, attorneys, advisors, members, managers, and employees in a form reasonably satisfactory to the Board and Fox Paine & Company, LLC (a “Release”), and not revoking any such Release within any legally applicable revocation period, in each case prior to the Release Deadline. In the event Executive terminates employment with the Company for any reason, Executive shall not be entitled to the severance payment described above.

“Cause Event” or “Cause” shall mean for all purposes of this Agreement any one or more of the following: (i) conduct of Executive constituting fraud, dishonesty, malfeasance, gross incompetence, gross misconduct, or gross negligence, (ii) Executive being officially charged with or indicted for a felony criminal offense involving violence or moral turpitude, (iii) Executive failing to follow the lawful written instructions of the Board, the chairman of the Board, the board of directors of GIG (the “GIG Board”), the chairman of the GIG Board, or the CEO, and (iv) Executive’s material violation of the Company’s governance rules, code of conduct, conflict of interest, or similar Company policies applicable to Company employees generally or senior executives generally. Solely with respect to a termination pursuant to clause (iii) of the immediately preceding sentence, Executive’s termination shall not constitute a termination for “Cause” or a “Cause Event” unless (x) the Company first provides Executive with written notice thereof within thirty (30) days after the event alleged to constitute Cause or a Cause Event, (y) to the extent correctable, Executive fails to cure the circumstance or event so identified within thirty (30) days after receipt of such notice, and (z) the effective date of Executive’s termination for Cause or a Cause Event occurs no later than thirty (30) days after the expiration of Employee’s cure period.

Restrictive Covenants: Executive agrees to execute the Company’s (i) perpetual confidentiality and mutual non-disparagement agreements and (ii) two-year post-employment non-solicitation and non-competition agreements (the “Restrictive Covenant Agreement”).

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Dispute Resolution: Any disputes among COO and GIG or the Company (including affiliates) will be resolved by confidential binding “baseball” type arbitration in Philadelphia, Pennsylvania under the auspices of JAMS, with each side responsible for its own attorneys fees and other related expenses. The governing law shall be that of New York.

Indemnification: To the fullest extent permitted by law, but subject to the provisions of the Certificate of Incorporation of the Company and the By-laws of the Company in effect from time to time (provided that no amendment thereto shall in any way lessen the Executive’s rights hereunder to less than is provided in the Certificate of Incorporation and/or By-laws as of the Effective Date), the Company shall promptly, after receipt of a request by the Executive, indemnify, defend and hold harmless the Executive with respect to any claims against the Executive while the Executive (i) conducted himself in good faith in his capacity as an officer or director of the Company, whether by or on behalf of the Company, its shareholders or third parties and (ii) believed (a) in the case of conduct in his official capacity with the Company, that his conduct was in its best interests; and (b) in all other cases, that his conduct was at least not opposed to its best interests, unless (x) the Executive has breached or failed to perform the duties of his office pursuant to his fiduciary relation to the Company; and (y) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. For the avoidance of doubt, the provisions of this section shall, subject to the limitations set forth herein, apply to all actions by the Executive in his capacity as an executive of the Company, including hiring and recruiting activities.

Subject to approval by a majority vote of all disinterested directors of the Board, the Company shall, in addition, promptly advance to the Executive an amount equal to the reasonable fees and expenses incurred in defending such matters, promptly after receipt of a reasonably itemized request for such advance and a signed written undertaking by the Executive to repay any funds advanced if (i) the Executive is not entitled to mandatory indemnification under § 13.1-698 of the Virginia Stock Corporation Act (the “VSCA”) and (ii) it is ultimately determined under § 13.1-700.1 or 13.1-701 of the VSCA that the director is not entitled to indemnification. The Company may procure insurance with respect to the obligations provided in this section of the Agreement and shall provide such additional indemnification protection to the Executive as may be provided to other directors or key executive officers of the Company.

Notwithstanding the foregoing, the provisions of this section shall not apply to (i) the responsibility or liability of the Executive pursuant to any criminal statute or (ii) the liability of the Executive for the payment of taxes pursuant to local, state or federal law.

Deductions & Withholdings: The Company shall make such deductions and withhold such amounts from any amounts owing to Executive as may be required from time to time by law, governmental regulation, or order.

Sole Agreement, Amendments, Waivers, & Consents: This Agreement, together with the Restrictive Covenant Agreement, constitutes the entire agreement and understanding of the parties hereto in respect of Executive’s employment by the Company and supersedes all prior understandings, agreements or representations among Executive, Company, and GIG, including their affiliates, whether written or oral, relating to Executive’s employment by the Company. This Agreement may only be amended, the provisions hereof may only be waived, and consents

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and any notices with respect hereto shall only be effective if the amendment, waiver, notice, or consent is evidenced by a written document (including email) that is executed by Executive and the Company and approved by the Board, in its sole discretion.

Severability: In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

Counterparts: This Agreement may be executed in any number of counterparts by the parties hereto (including by means of telecopied signature pages or signature pages in “pdf” or a similar format sent as an attachment to an email message), each of which shall be deemed to be one and the same instrument.

Compensation Committee Approval: Notwithstanding any other provision of this Agreement, this Agreement shall not be binding upon either party unless this Agreement is approved in writing by the Compensation Committee of the GIG Board, in its sole discretion.

Certain Definitions: Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in Appendix B, “Definitions”.

(i)    IRC 409A: It is the intent of the parties that all payments and/or other benefits provided under this Agreement be exempt from or otherwise comply with Section 409A of the U S. Internal Revenue Code of 1986, as amended and the regulations and official guidance issued thereunder , as each may be amended from time to time (collectively, ‘Section 409A”), so that none of the payments or other benefits provided hereunder will be subject to any adverse tax consequences of Section 409A. Notwithstanding anything to the contrary herein, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent so as to provide for exemption or compliance with Section 409A. With respect to any taxable reimbursements or in-kind benefits provided to Executive by the Company (i) all such reimbursements of eligible expenses shall be made on or prior to the last day of the Executive’s taxable year immediately following the taxable year in which such expenses were incurred, (ii) any right to such reimbursement shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of any such reimbursement or in kind benefit provided in any taxable year of the Executive shall not affect in any way the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Neither Executive nor any of Executive’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to Executive hereunder may not be reduced by, or offset against, any amount owing by Executive to the Company or any of its affiliates. Each payment or other benefit provided hereunder is intended to constitute a separate payment for purposes of Section 409A. Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Executive or for Executive’s account in connection with this Agreement, and neither the Company nor any of its subsidiaries and affiliates shall have any obligation to indemnify or otherwise hold Executive harmless from any or all of such taxes or penalties.

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(ii)    Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. Without limiting the foregoing and notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Section 409A and the benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax.

Further Documentation: Should Company counsel reasonably determine that it would be beneficial for Executive and the Company to further document any of the provisions of this Agreement, the parties agree to execute such documentation, which shall not conflict with any of the provisions hereinabove.

[Signature page follows]

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By their execution below, the parties hereto acknowledge their agreement to the foregoing as of the Effective Date:

GLOBAL INDEMNITY GROUP, LLC

Date Executed:    May 11, 2021        

PENN-PATRIOT INSURANCE COMPANY

Date Executed:    May 11, 2021        

EXECUTIVE

Date Executed:    May 12, 2021        

[Signature Page to Chief Operating Officer Agreement]

Appendix A

Calculation of Policy Year Underwriting Income

For purposes of this Agreement, underwriting income is calculated as:

“Policy Year Underwriting Income” is calculated as:

The “Discount of Casualty Loss Expenses” is calculated as:

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Appendix B

Definitions

Average Return on Equity (Average ROE): The average annual ROE (determined in accordance with GAAP) from January 1, 2022 through December 31, 2026 (or, if Executive is terminated without Cause prior to December 31, 2026, the date of such termination).

Book Value Per BVAR: For Penn-Patriot, as of any specified date, (i) the Company’s book value (determined in accordance with GAAP) as of such specified date (determined after deduction for all current and reserved payments to Executive (in the form of salary, bonus, BVARs and all other)) divided by (ii) the total number of BVARs deemed to be outstanding on such specified date. Book Value Per BVAR shall be adjusted to give effect to certain changes in the capital structure of the Company as set forth in this Agreement under the heading “Capital Adjustments”.

Change in Control: (A) the acquisition of all or substantially all of the assets of Penn-Patriot by a “person” (as such term is defined in Section 3(a)(9) of the U.S. Securities Exchange Act of 1934 and such term is used in Section 13(d)(3) and 14(d)(2) of such Act) or a group of “persons” which is not an affiliate of GIG or Fox Paine & Company, LLC, the members thereof, or Fox Paine Capital Fund II, L.P. (an “Unaffiliated Person”), (B) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving Penn-Patriot or GIG after which a majority of the voting power of the resulting entity is controlled by an Unaffiliated Person, or (C) the acquisition by an Unaffiliated Person of sufficient voting shares of Penn-Patriot or GIG to cause the election of a majority of the members of the Board or the GIG Board.

NWP CAGR: The cumulative average growth rate of Penn-Patriot’s Net Written Premium (determined in accordance with GAAP) from full year 2021 through December 31, 2026 (or, if Executive is terminated without Cause prior to December 31, 2026, the date of such termination), as adjusted by the Board, in its sole discretion, to exclude the impact of acquisitions or divestitures in the calculation of the NWP CAGR.

Return on Equity (ROE): Penn-Patriot’s net income (determined in accordance with GAAP) for a Contract Year divided by Penn-Patriot’s average book value (determined in accordance with GAAP) during such Contract Year. Net Income, book value and ROE are calculated after deduction for all current and reserved payments to Executive (in the form of salary, bonus, BVARs and all other).

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