Separation Agreement and General Release between Overseas Partners Ltd. and Jed Rhoads

Summary

This agreement, dated April 15, 2002, is between Overseas Partners Ltd. and Jed Rhoads, whose employment with the company is ending due to redundancy. The company agrees to pay severance, vest certain stock awards, and continue health insurance and housing allowance for a limited period. Jed Rhoads agrees to confidentiality, non-solicitation, and cooperation obligations, and confirms the return of company property. Both parties release each other from further claims related to employment, except as specified. The agreement is governed by Bermuda law.

EX-10.B 4 dex10b.txt SEPARATION AGREEMENT, JED RHOADS Exhibit 10(b) SEPARATION AGREEMENT AND GENERAL RELEASE THIS AGREEMENT is made as of the 15th day of April, 2002. BETWEEN: Overseas Partners Ltd., One Victoria Street, Hamilton (the "Company") - and - Jed Rhoads of 11 Cobbs Hill Road, Paget (the "Executive") WHEREAS the Executive is employed by the Company; and WHEREAS the Executive's position with the Company has become redundant and the Executive's employment with the Company shall end on the date specified herein; THEREFORE the Company and the Executive agree that: 1) The Executive's employment with the Company will end on April 15th, 2002 (the "Termination Date"). 2) Subject to the Executive's compliance with the obligations under this Agreement, (a) the Company will pay to the Executive within ten (10) days of the execution of this Agreement by the Executive, the total cash severance stated in, and calculated in the manner set out in, Sections 4h) and 5 c) of the employment agreement between the Company and the Executive dated January 10, 2002 (the "Employment Agreement"). In accordance with Section 5d) of the Employment Agreement, all outstanding grants of of resticted stock, stock options and stock appreciation rights previously granted to the Executive by the Company will automatically become fully vested on the Termination Date. Save as otherwise provided herein, the provisions of this Agreement shall not affect the Executive's rights with respect to the restricted stock grants made pursuant to the Restricted Stock Agreement between the Executive and Overseas Partners Ltd. dated August 15, 2001 nor with respect to the option grants pursuant to the 2 Option Grant Award Agreement between the Executive and Overseas Partners Ltd. dated August 15, 2001. The Company also agrees to continue the health insurance coverage currently provided to the Executive and his family and/or facilitate such coverage on behalf of the Executive at the Executive's expense for a period of 3 months after the Termination Date or until the Executive obtains full-time employment, whichever is earlier, and to continue the Executive's housing allowance in accordance with Section 5(c) of the Employment Agreement . 3) a) The Executive agrees that without the express written consent of an executive officer of the Company, including but not limited to the Company's Chief Executive Officer and Chief Financial Officer, or as otherwise provided herein, the Executive shall, for a period of two (2) years from the Termination Date, keep confidential all "Confidential Information" as defined herein and shall not disclose such Confidential information to any person. The term "Confidential Information" means for the purposes hereof (a) all oral, visual, electronic and/or written information concerning the clients, business partners, operations, properties, contracts and finance of the Company and its parent, affiliates and subsidiaries that is non-public, confidential or proprietary in nature, and, (b) the provisions of this Agreement and the terms and conditions of the termination of the Executive's employment with the Company including without limitation, any payments made or to be made to the Executive in connection herewith but shall not include information which (i) at the time of disclosure is generally available to the public (other than as a result of its disclosure by the Executive), and (ii) was or becomes available to the Executive on a non-confidential basis from a source other than the Company its parent, affiliates, subsidiaries or their advisors or agents provided that the source is not known by the Executive to be bound by any contractual, legal or fiduciary obligation of confidentiality to the Company or any other party. 3 b) In the event that the Executive is required by law to disclose any Confidential Information, the Executive will promptly notify the Company so that the Company may seek an appropriate protective order and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt by the Executive of a waiver hereunder, the Executive is compelled to disclose Confidential Information, the Executive may disclose only that portion of the Confidential Information that the Executive is legally required to disclose. c) The Executive agrees that for a period of two years from the date hereof, the Executive will not, directly or indirectly, solicit for employment or hire any employee of the Company or any of its affiliates, provided however, that this clause will not prevent the Executive from employing any such person who (i) contacts the Executive on his or her own initiative without any direct solicitation by the Executive or (ii) who responds to any general solicitation or advertisement for employment. 4) The Executive agrees to cooperate with the Company in respect of any reasonable requests by the Company, made within a reasonable period after the Termination Date, for information or consultation relating to any part of the Company's business or transactions in respect of which the Executive has knowledge or was involved during the period of the Executive's employment with the Company. 5) The Executive represents and confirms that the Executive has returned or undertakes to return to the Company on or before the Termination Date all lists of clients or customers, correspondence and all other documents, papers and records which may have been prepared by the Executive or have come into the Executive's possession in the course of the Executive's employment with the Company, and that the Executive has not retained and will not retain any copies thereof, without the written consent of an executive officer of the Company, including but not limited to the Company's Chief Executive Officer and Chief Financial Officer. 6) 4 (a) Except as provided in this Agreement with respect to payments, benefits and obligations to be paid or performed after the Termination Date, the terms of this Agreement are in full and final settlement of all claims (if any) whether contractual, tortious, statutory or otherwise, howsoever arising, that the Executive has or may have against the Company or any Successor Employer (as defined in Overseas Partners Ltd's Severance Plan (the "Plan")) or any of its associated companies or their respective shareholders, directors, officers or employees arising out of or relating to the Executive's employment or the termination thereof. Except as provided in this Agreement with respect to payments, benefits and obligations to be paid or performed after the Termination Date as applicable, the Company has satisfied all its obligations to the Executive under the Bermuda Employment Act 2000 and the Executive's terms of employment, and the Executive has no further rights vis a vis the Company or any Successor Employer (as defined in the Plan). (b) The Executive shall be entitled to the rights to indemnification set out in bye-law 30 of the bye-laws of Overseas Partners Re Ltd. 7) The Executive represents and warrants that the Executive has had an opportunity to obtain independent legal advice from a qualified lawyer as to the terms and effect of this Agreement. 8) The Executive and the Company each undertakes not to make or publish any statement or to do any act or thing which it might reasonably be expected would damage the business, interests or reputation of the other. 9) In the event that any provision or covenant or portion thereof contained in this Agreement should be unenforceable or be declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of the provisions or covenants and such unenforceable or invalid portions shall be severable from the remainder of this Agreement. 5 10) This Agreement is governed by the laws of Bermuda and the parties submit to the jurisdiction of the Bermuda courts. 11) The terms of this Agreement are confidential and the Executive agrees not to disclose or communicate any details concerning its terms, except to his or her professional advisors and otherwise as may be required by law. 12) This Agreement sets out the entire agreement between the Executive and the Company and supersedes all prior discussions between them or their advisors and all statements, representations, terms and conditions, warranties, guarantees, proposals, communications, and understandings whenever given and whether orally or in writing. IN WITNESS WHEREOF the parties hereto have set their hands and seals the date first written above. SIGNED by ) /s/ Mark R. Bridges on behalf of the Company ) /s/ Malcolm C. Furbert in the presence of: ) SIGNED by the Executive ) /s/ Jed Rhoads in the presence of: ) /s/ Malcolm C. Furbert