Second Amendment to Montpelier Re Holdings Ltd. Severance Plan (May 2012)
This amendment updates the Montpelier Re Holdings Ltd. Severance Plan to align with the company's new 2012 Long-Term Incentive Plan. It revises definitions for key terms such as "Cause," "Change in Control," and "Constructive Termination" to match those in the new incentive plan. It also clarifies that severance payments under the plan replace any salary continuation payments an executive might otherwise receive. The amendment is effective immediately and is executed by the company's CEO.
Exhibit 10.4
MONTPELIER RE HOLDINGS LTD.
SECOND AMENDMENT TO
SEVERANCE PLAN DATED 27 AUGUST 2004
Preamble
The Montpelier Re Holdings Ltd. Severance Plan dated 27 August 2004, as amended on June 30, 2010, (the Plan) was established to provide severance benefits to certain executives of the Company in the event of a termination of employment in connection with a change in control.
Certain technical amendments to the Plan are required in light of the adoption by the Company of a new Long-Term Incentive Plan in May 2012 (the Montpelier Re Holdings Ltd. 2012 Long-Term Incentive Plan).
Amendments
It is hereby agreed that the following changes shall be made to Article 1 of the Plan:
Delete Articles 1.2, 1.3 and 1.7 in their entirety and replace with the following:
Article 1.2 Cause shall have the same meaning as set forth in Article 2 of the Montpelier Re Holdings Ltd. 2012 Long-Term Incentive Plan.
Article 1.3 Change in Control shall have the same meaning as set forth in Article 2 of the Montpelier Re Holdings Ltd. 2012 Long-Term Incentive Plan.
Article 1.7 Constructive Termination shall have the same meaning as set forth in Article 2 of the Montpelier Re Holdings Ltd. 2012 Long-Term Incentive Plan.
Delete Article 1.16 in its entirety.
It is hereby agreed that the following changes shall be made to Article 2 of the Plan:
Delete Article 2.1 (a) in its entirety and replace with the following:
(a) such executives employment with the Company is terminated in a manner which would entitle the Executive to Change in Control benefits under Article 2 of the Montpelier Re Holdings Ltd. 2012 Long-Term Incentive Plan.
Delete Article 2.2(d) in its entirety and place with the following:
(d) Payment in Lieu of Service Agreement. The payment of benefits pursuant to this Article II shall be in lieu of any salary continuation payments to which the Executive might otherwise be entitled to receive under such Executives Service Agreement.
IN WITNESS WHEREOF this amendment has been executed by the appropriate officers of Montpelier Re Holdings Ltd., to be effective immediately.
| MONTPELIER RE HOLDINGS LTD. | |
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| By: | /s/ CHRISTOPHER HARRIS |
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| Title: | Chief Executive Officer |
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| Date: | May 18, 2012 |