Service Agreement - ACE London Services Ltd. and John Robert Charman
DATED 9 July 1998
----------------------------------------
ACE LONDON SERVICES LIMITED(1)
- and -
JOHN ROBERT CHARMAN(2)
________________________________________
_____
SERVICE AGREEMENT
________________________________________
_____
CONFORMED COPY
Lovell White Durrant
65 Holborn Viaduct
London EC1A 2DY
B2/NKA/NMF
--------------------------------------------------------------------------------
<PAGE>
CONTENTS
Clause Page No.
1. Interpretation 1
2. Commencement and term 3
3. Obligations during employment 3
4. Further obligations of the Executive 5
5. Remuneration 6
6. Pension scheme 7
7. Insurances 7
8. Car allowance 8
9. Expenses 8
10. Holidays 8
11. Incapacity 9
12. Confidentiality 10
13. Termination of employment 10
14. Executive's covenants 12
15. Computer software 17
16. Disciplinary and grievance procedures 18
17. Directorship 18
18. Registration in accordance with the Lloyd's Individual
Registration 18
19. Lloyds Model Code for dealing in securities 18
20. Dealing in Company securities 19
21. Health and safety 19
22. Collective agreements 19
23. No smoking policy 19
24. Notices 20
25. Miscellaneous 20
--------------------------------------------------------------------------------
<PAGE>
THIS AGREEMENT is made the 9 July 1998
BETWEEN:
(1) ACE London Services Limited whose registered office is at Crosby Court 38
Bishopsgate London EC2N 4DL (the "Company"); and
(2) John Robert Charman of Dell House, Wilderness Avenue, Sevenoaks, Kent TN15
0EA (the "Executive")
WHEREAS:
(A) It is agreed that the Company shall employ the Executive upon and subject
to the following terms and conditions.
(B) This agreement is conditional upon and will take effect upon the offer by
ACE Limited for Tarquin Limited becoming or being declared unconditional in
all respects. In the event that the offer does not become unconditional
this agreement will be of no further force or effect and neither the
Company nor the Executive will be bound by the terms of this agreement.
IT IS AGREED
I. Interpretation
1.1 In this agreement the following expressions have the following meanings:
"Associated Company" (a) a holding company of the Company; or
(b) any subsidiary of any such holding company or of
the Company; or
(c) a company over which the Company has control
within the meaning of s.840 Income and
Corporation Taxes Act 1988;
"the Board" the Board of Directors for the time being of the
<PAGE>
-2-
Company including any duly appointed committee thereof or
the directors present at a meeting of the directors of the
Company at which a quorum is present but excluding the
Executive (as appropriate);
"Commencement Date" the date of this agreement;
"Group" means the Company and any Associated Company at
the date of this agreement or from time to time and "Group
Company" shall mean any of them;
1.2 The headings in this agreement are for convenience only and shall not
affect its construction or interpretation.
1.3 References in this agreement to clauses and paragraphs are references
to clauses and paragraphs to this agreement.
1.4 Any reference in this agreement to a person shall where the context
permits include a reference to a body corporate and to any
unincorporated body of persons.
1.5 Any word in this agreement which denotes the singular shall where the
context permits include the plural and vice versa and any word in this
agreement which denotes to the masculine gender shall where the
context permits include the feminine and/or the neuter genders and
vice versa.
1.6 Any reference in this agreement to a statutory provision shall be
deemed to include a reference to any statutory amendment modification
or re-enactment of it.
1.7 This agreement contains the entire understanding between the parties
and supersedes all (if any) subsisting agreements arrangements and
understandings (written or oral) relating to the employment of the
Executive which such agreements arrangements and understandings shall
be deemed to have been terminated by mutual consent. The Executive
acknowledges that he has not entered into this agreement in reliance
on any warranty representation or undertaking which is not
<PAGE>
-3-
contained in or specifically incorporated in this agreement.
1.8 The various clauses and subclauses of this agreement are severable and
if any clause or subclause or identifiable part thereof is held to be
invalid or unenforceable by any court of competent jurisdiction then
such invalidity or unenforceability shall not affect the validity or
enforceability of the remaining clauses or subclauses or identifiable
parts thereof in this agreement.
1.9 This agreement is governed by and shall be construed in accordance
with English law and the parties to this agreement hereby submit to
the exclusive jurisdiction of the English court
2. Commencement and term
2.1 The Executive's employment began on the Commencement Date and the
Executive's period of continuous employment for statutory purposes
began on 4 August 1986.
2.2 The Executive shall be employed from the Commencement Date and his
employment shall (subject as hereinafter provided) be for an initial
fixed period of five years and shall continue thereafter until
terminated by either party giving to the other not less than 12 months
written notice to expire no earlier than at the end of the initial
five year fixed term.
2.3 The Company may at its absolute discretion elect to terminate the
employment of the Executive with immediate effect by payment in lieu
of notice at the rate set out in clause 5 below including the
Executive's gross pension contributions for the notice period in
accordance with clause 6 below.
2.4 In any event the Executive's employment will terminate automatically
on his 60th birthday.
<PAGE>
-4-
3. Obligations during employment
3.1 The Executive shall during the continuance of his employment:
(a) serve such Group Companies as required by the Board to the best of his
ability in the capacity of Chief Executive Officer and Director or in
such other capacity as may be agreed between the Executive and the
Board;
(b) faithfully and diligently perform such duties and exercise such powers
consistent with them as the Board (or anyone authorised by the Board)
may from time to time properly assign to or confer upon him;
(c) if and so long as the Board so directs perform and exercise the said
duties or powers on behalf of any Associated Company and act as a
director or other officer of any Associated Company;
(d) at all times and in all respects obey the lawful and reasonable
directions of the Board; and
(e) promptly give to the Board (in writing if so requested) all such
information explanations and assistance as it may require in
connection with the business and affairs of the Company and any
Associated Company for which he is required to perform duties;
(f) unless prevented by sickness injury or other incapacity or as
otherwise agreed by the Board devote the whole of his time attention
and abilities during his hours of work (which shall be normal business
hours and such additional hours as may be reasonably necessary for the
proper performance of his duties) to the business and affairs of the
Company and any Associated Company for which he is required to perform
duties; and
(g) work at the Company's offices at 1 Minster Court, Mincing Lane, London
EC3R 7AA or such other place of business of the Company or any
Associated
<PAGE>
-5-
Company within the United Kingdom which the Board may reasonably
require. The Executive may be required to travel overseas from time to
time, but unless otherwise agreed with the Board will not be required
to live outside the United Kingdom;
(h) at such times as the Board may reasonably request and at the expense
of the Company undergo a medical examination by a medical practitioner
of the Company's choice. The Executive authorises the medical
practitioner to disclose to the Company any report or test results
prepared or obtained as a result of that examination and to discuss
with it any matters arising out of the examination which might prevent
the Executive properly performing his duties.
3.2 The Executive accepts that with his consent (which he will not unreasonably
withhold or delay);
(a) the Company may require him to perform duties for any other Associated
Company; and
(b) the Company may appoint any other person to act jointly with him.
3.3 Notwithstanding the foregoing or any other provision of this agreement if
either party to this agreement shall terminate the Executive's employment
on notice in accordance with clause 2.2 above then the Company may exclude
the Executive from any premises of the Company or any Associated Company
during such notice period for a maximum period of six months ("the Garden
Leave Period").
(a) During the Garden Leave Period the Company shall:
(i) be under no obligation to vest in or assign to the Executive
any powers or duties; or
(ii) provide any work for the Executive.
<PAGE>
-6-
(b) During the Garden Leave Period the Executive will continue to be
an employee of the Company and will be entitled to receive his
salary and all other financial and non-financial benefits of his
employment.
4. Further obligations of the Executive
4.1 During the continuance of his employment the Executive shall not without
the prior written consent of the Board (such consent not to be unreasonably
withheld or delayed) directly or indirectly carry on or be engaged
concerned or interested in any other business trade or occupation which is
similar to or in competition with the business of the Company or any
Associated Company otherwise than as a holder directly or through nominees
of not more than three per cent in aggregate of any class of shares
debentures or other securities in issue from time to time of any company
which are for the time being quoted or dealt in on any recognised
investment exchange (as defined by s 207(1) of the Financial Services Act
1986).
4.2 During the continuance of his employment and save as expressly elsewhere
provided for in this agreement the Executive:
(a) shall not directly or indirectly procure accept or obtain for his own
benefit (or for the benefit of any other person) any payment rebate
discount commission or other benefit ("Gratuities") from any third
party in respect of any business transacted or proposed to be
transacted (whether or not by him) by or on behalf of the Company or
any Associated Company;
(b) shall observe the terms of any policy issued by the Company in
relation to Gratuities;
(c) shall immediately disclose and account to the Company for any
Gratuities received by him (or by any other person on his behalf or at
his instruction).
<PAGE>
-7-
5. Remuneration
5.1 The Company shall pay to the Executive during the continuance of his
employment a salary (which shall accrue from day to day) at the rate of
(Pounds)363,000 per annum inclusive of any directors' fees payable to the
Executive under the articles of association of the Company or any
Associated Company (and any such fees as the Executive shall receive he
shall pay to the Company). The salary shall be payable by equal monthly
instalments in arrears by direct credit transfer to the Executive's bank
account on or about the 27th of each calendar month. [The rate of salary
from time to time payable shall be reviewed annually by the Remuneration
Committee of ACE UK Limited, which shall, in its absolute discretion,
determine whether or not such rate of salary shall be increased and, if so,
the amount of any such increase. In addition the Executive shall be
entitled to receive luncheon vouchers to the value of (Pounds)2.00 per
working day.
5.2 Bonus/Profit Commission
The Executive will be eligible to receive an annual bonus the payment terms
and amount of which shall be in the absolute discretion of the Remuneration
Committee of ACE UK Limited. The Executive confirms that he has received
all bonus payments/profit commission due to him up to the date of this
agreement. For the avoidance of doubt the Executive confirms that he waives
all rights and entitlements which he may have to receive, or otherwise
seek, any payment or benefit pursuant to any bonus/profit sharing
arrangement that predates the date of this agreement (unless otherwise
agreed in writing by the Company).
<PAGE>
-8-
5.3 Retention Bonus
The Executive will be entitled to receive a non-pensionable bonus in
sterling in the sum of US$2,219,591.94 at the exchange rate prevailing at
the date of payment, such bonus to be made after such deductions as
required by law in respect of income tax and employees' National Insurance
Contributions. The bonus will be payable in two equal instalments with the
Executive's salary payment immediately following the first year and the
second year anniversary of the date of this agreement. For the avoidance of
doubt the Executive will not be entitled to receive any instalment, or any
unpaid instalments, of the bonus, if at the date the instalment is payable
either the Executive has given notice to terminate employment with the
Company or the Company have given notice to terminate the Executive's
employment in accordance with clause 13.1 below.
6. Pension scheme
6.1 The Company shall pay for the benefit of the Executive the amount of 40 per
cent per annum of his base salary from time to time payable into the
Executive's JRC Pension Plan with Scottish Life Assurance.
6.2 A contracting-out certificate is in force in respect of the employment of
the Executive.
7. Insurances
7.1 Subject to his complying with and satisfying any applicable requirements of
the relevant insurers the Company shall during the continuance of his
employment:-
(a) provide for the Executive and if applicable his spouse and children
under the age of 21 years membership of the BUPA or of such other
private medical expenses insurance scheme as the Company may in its
absolute discretion from time to time decide providing equivalent
benefits;
<PAGE>
-9-
(b) provide for the Executive membership of the Company's permanent health
insurance scheme;
(c) provide for the Executive death in service benefit of four times the
Executive's basic salary.
7.2 The Company shall, at its absolute discretion, be entitled to cease to
provide any or all of the insurances referred to in subclauses 71 -(c) if
in the opinion of the Company's medical practitioner the medical condition
of the Executive is or becomes such that the Company is unable to secure
any such insurance under the rules of any applicable scheme or otherwise at
reasonable rates or premiums.
8. Car allowance
8.1 The Executive shall receive an allowance in lieu of a company car in the
sum of (Pounds)21,500 per annum. This sum is fully taxable and will be paid
to the Executive monthly in arrears by direct credit transfer to the
Executive's bank account at the same time as his salary payment. From 1
January 1999 the Executive shall revert to the Company's existing car
allowance scales (or such future scales as from time to time may be in
force). As compensation for any reduction in the Executive's car allowance
the Company will pay to the Executive a one-off non-pensionable fully
taxable bonus with his first salary payment following 1 January 1999
representing twice the difference between the new car allowance scale and
the existing scale.
9. Expenses
9.1 The Company shall during the continuance of his employment reimburse the
Executive in respect of all expenses reasonably incurred by the Executive
in or about the performance of his duties under this agreement provided
that the Executive, if so required by the Company, provides reasonable
evidence of the expenditure in
<PAGE>
-10-
respect of which he claims reimbursement. This clause shall be applied in
line with Company policy from time to time in force.
10. Holidays
10.1 The Executive shall (in addition to the usual public and bank holidays) be
entitled during the continuance of his employment to 25 working days' paid
holiday in each holiday year of the Company which runs from 1 January to
31 December to be taken at such times as shall have been approved by the
Chairman and Chief Executive of ACE UK Limited. With effect from 1 January
1999 the Executive's holiday entitlement will increase to 30 working days
in each holiday year.
10.2 The Executive will be entitled to carry over a maximum of five days unused
holiday entitlement from one holiday year to the next. Further unused
holiday may be carried over at the absolute discretion and with the prior
agreement of the Chairman and Chief Executive of ACE UK Limited. The
Executive shall not be entitled to payment in lieu of unused holiday
entitlement.
10.3 Upon the termination of his employment the Executive's entitlement to
accrued holiday pay (which accrues at the rate of 2/1/12/ days per month)
shall be calculated on a pro rata basis in respect of each completed month
of service in the holiday year in which his employment terminates and the
appropriate amount shall be paid to the Executive provided that if the
Executive shall have taken more days' holiday than his accrued entitlement
the Company is hereby authorised to make an appropriate deduction from the
Executive's final salary payment.
11. Incapacity
11.1 Subject to his complying with the Company's procedures relating to the
notification and certification of periods of absence from work details of
which are set out in the Staff Handbook the Executive shall be entitled to
be paid his salary (inclusive of any statutory sick pay or social security
benefits to which he may be entitled) during any
<PAGE>
-11-
periods of absence from work due to sickness injury or other incapacity up
to a maximum of six months in aggregate in any 12 month period and
thereafter to such pay as the Company shall, in its absolute discretion,
deem appropriate.
11.2 If any incapacity of the Executive shall be caused by any alleged action
or wrong of a third party and the Executive shall decide to claim damages
in respect thereof, then the Executive shall use all reasonable endeavours
to recover damages for loss of earnings over the period for which salary
has been or will be paid to him by the Company under clause 11.1, and
shall account to the Company for any such damages recovered (in an amount
not exceeding the actual salary paid or payable to him by the Company
under clause 11.1 in respect of the said period) less any costs borne by
him in achieving such recovery. The Executive shall keep the Company
informed of the commencement, progress and outcome of any such claim.
12. Confidentiality
12.1 The Executive shall not (other than in the proper performance of his
duties or with the prior written consent of the Board or unless ordered by
a court of competent jurisdiction or any regulatory authority) at any time
either during the continuance of his employment or after its termination
disclose or communicate to any person or use for his own benefit or the
benefit of any person other than the Company or any Associated Company any
confidential information which may come to his knowledge in the course of
his employment and the Executive shall during the continuance of his
employment with the Company use his best endeavours to prevent the
unauthorised publication or misuse of any confidential information
provided that such restrictions shall cease to apply to any confidential
information which may enter the public domain other than through the
default of the Executive. Without prejudice to the generality of the
foregoing, confidential information shall include, but shall not be
limited to, syndicate projections and forecasts, financial information or
arrangements, client/customer lists, brokers lists and price sensitive
information.
12.2 All notes and memoranda of any trade secret or confidential information
concerning
<PAGE>
-12-
the business of the Company and any Associated Company or any of its or
their suppliers, agents, distributors, customers or others which shall
have been acquired, received or made by the Executive during the course of
his employment shall be the property of the Company and shall be
surrendered by the Executive to someone duly authorised in that behalf on
the termination of his employment or at the request of the Board at any
time during the course of his employment.
13. Termination of employment
13.1 The employment of the Executive may be terminated by the Company forthwith
without notice or payment in lieu of notice if the Executive:
(a) commits any serious or persistent breach or non-observance of any of
the terms, conditions or stipulations contained in this agreement or
any of the rules of any self-regulating organisation (as defined in
the Financial Services Act 1986) of which the Company is a member
and the Executive fails to rectify such breach within 30 days after
having received written notice from the Board containing details of
the nature of the breach and requiring such breach to be rectified;
or
(b) is guilty of any serious negligence or gross misconduct in
connection with or affecting the business or affairs of the Company
or any Associated Company for which he is required to perform
duties: or
(c) is guilty of conduct which brings or is likely to bring himself or
the Company or any Associated Company into serious disrepute; or
(d) is convicted of an arrestable criminal offence (other than an
offence under road traffic legislation in the United Kingdom or
elsewhere for which a non-custodial penalty is imposed); or
(e) is adjudged bankrupt or makes any arrangement or composition with
his creditors or has an interim order made against him pursuant to s
252 of the
<PAGE>
-13
Insolvency Act 1986; or
(f) in the opinion of a medical practitioner becomes incapable by reason
of mental disorder of discharging his duties; or
(g) is or becomes prohibited by law from being a director.
13.2 Upon the termination of his employment (for whatever reason and howsoever
arising) the Executive:
(a) shall not take away conceal or destroy but shall immediately deliver
up to the Company all documents (which expression shall include, but
without limitation, notes memoranda correspondence and any other
material upon which data or information is recorded or stored)
relating to the business or affairs of the Company or any Associated
Company or any of their clients shareholders employees officers and
agents (and the Executive shall not be entitled to retain any copies
or reproductions of any such documents) together with any other
property belonging to the Company or any Associated Company which
may then be in his possession or under his control;
(b) shall at the request of the Board immediately resign without claim
for compensation as a director of the Company and any Associated
Company and from any other office held by him in the Company or any
Associated Company without prejudice to any claim he may have for
damages for breach of this Agreement and in the event of his failure
to do so the Company is hereby irrevocably authorised to appoint
some person in his name and on his behalf to sign and deliver such
resignations to the Board; and
(c) shall sign stock transfer forms transferring all shares held by him
as trustee or nominee for the Company or any Associated Company to
the Company or its nominee and shall deliver to the Company the
relevant share certificates;
(d) shall not at any time thereafter make any untrue or misleading oral
or written
<PAGE>
-14-
statement concerning the business and affairs of the Company or any
Associated Company nor represent himself or permit himself to be
held out as being in any way connected with or interested in the
business of the Company or any Associated Company (except as a
former employee for the purpose of communicating with prospective
employers or complying with any applicable statutory requirements);
and
(e) shall immediately repay all outstanding debts or loans due to the
Company or any Associated Company and the Company is hereby
authorised to deduct from any wages of the Executive a sum in
repayment of all or any part of any such debts or loans.
13.3 If the employment of the Executive is terminated by reason of the
liquidation of the Company for the purpose of reconstruction or
amalgamation or as part of any arrangement for the amalgamation or
reconstruction of the Company not involving insolvency and the Executive is
offered employment with any concern or undertaking resulting from the
reconstruction or amalgamation on terms and conditions and status not less
favourable than the terms of this Agreement then the Executive shall have
no claim against the Company in respect of such termination.
14. Executive's covenants
14.1 In this clause the following expressions shall have the following meanings:
"Businesses" (a) the business of a managing agency at Lloyd's (being the
business of the management of syndicates and their underwriting
of international, national and local insurance business) (a
"Managing Agency Business"); and
(b) the business of a corporate member of Lloyd's being the
underwriting of international, national and local insurance
and the provision of funds or security in connection
therewith (a "Corporate Member Business");
<PAGE>
-15-
in each case carried on by any Group Company as at the Termination Date and
the period of 12 months prior thereto within the United Kingdom and the
business of any Group Company at the Termination Date to which the
Executive has rendered services or by which he has been engaged at any time
during the period of 12 months prior to the Termination Date;
"Council" the Council of Lloyd's which includes its delegates and persons
by whom it acts;
"directly or indirectly" (without prejudice to the generality of the
expression) whether as principal or agent or in accordance with any
delegated authority, either alone or jointly or in partnership with any
other person firm company or (except as the holder of securities listed
dealt in or traded on a recognised Stock Exchange, not exceeding three per
cent in nominal value of the securities of that class) as a shareholder,
director, partner, independent contractor, consultant, employee, manager or
in any other way;
"Information" information or knowledge of a confidential nature concerning
and relating to the goodwill of the Business including (without prejudice
to the generality of the foregoing) information and know-how as to proposed
policy wordings or proposed insurance policies to be offered by any Group
Company but which are not available at Lloyd's during the Restriction
Period, and information and know-how as to suppliers, Lloyd's Brokers,
Members' Agents, Lloyd's Advisers, business policy and expansion or forward
planning programmes and reports, reviews or analyses derived (in whole or
in part) from any such information or knowledge which the Executive shall
have acquired before the Termination Date;
"Lloyd's Adviser" a person who is listed on the register of Lloyd's
Advisers maintained under the Lloyd's Advisers Byelaw (No. 19 of 1993);
"Lloyd's Broker" a partnership or body corporate permitted by the Council
to broke insurance business at Lloyd's;
<PAGE>
-16-
"Members' Agent" an underwriting agent which is listed as a members' agent
on the register of underwriting agents maintained under the Underwriting
Agents Byelaw (No. 4 of 1984);
"the Restriction Period" means in relation to the Executive twelve months
after the Termination Date;
"Senior Executive" a person who is or was at any time whilst the Executive
was employed or engaged by any Group Company:
(a) engaged or employed as an employee, director or consultant of that
company; and
(b) engaged in a capacity in which he obtained Information; and
(c) entitled to emoluments (including commission if any) exceeding the
annual rate of (Pounds)35,000; and
(d) so engaged at any time during the period of 12 months prior to the
Termination Date;
and with whom the Executive had contact during that period;
"Syndicate" shall have the same meaning as contained in the Underwriting
Agents Byelaw (No. 4 of 1984); and
"Tarquin Corporate Members" any corporate member being a Group Company;
"Tarquin Syndicates" any syndicates managed by any Group Company as at the
Termination Date;
"Termination Date" the date of the termination of the Executive's
employment.
<PAGE>
-17-
14.2 The Executive shall not without the prior written consent of the Board
(such consent to be withheld only so far as may be reasonably necessary to
protect the legitimate interests of the Company or any Group Company:
(a) in relation to the provision of services of a kind with which the
Covenantor was concerned during the 12 months prior to the
Termination Date for any Group Company at any time during the
Restriction Period:
(i) be engaged or concerned or interested or participate in a
Managing Agency Business which competes with any of the
Tarquin Syndicates in the City of London with which he has
been involved in the 12 months prior to the Termination Date
PROVIDED ALWAYS THAT this shall not restrain him from being so
engaged or concerned in so far as his duties relate to the
provision of services of a kind with which he was not
concerned during the 12 months prior to the Termination Date;
(ii) be engaged or concerned or interested or participate in a
Corporate Member Business which competes with any of the
Tarquin Corporate Members in the City of London with which he
has been involved in the 12 months prior to the Termination
Date PROVIDED ALWAYS THAT this shall not restrain him from
being so engaged or concerned in so far as his duties relate
to the provision of services of a kind with which he was not
concerned during the 12 months prior to the Termination Date;
(iii) in relation to a business which may in any way be in
competition with any of the Businesses, canvass, solicit or
entice (or cause to be canvassed, solicited or enticed) the
custom of:
(aa) any person who at any time during the period of two
years prior to the Termination Date has been a Members'
Agent or Lloyd's Adviser providing as agent for and on
behalf of its Names capacity of at least (Pounds)10
million to one or more of the Tarquin
<PAGE>
-18-
Syndicates and with whom the Executive has had
contact during such period; or
(bb) any person who at any time during the period of two
years prior to the Termination Date has been a
Lloyd's Broker or other intermediary introducing
material business to one or more of the Tarquin
Syndicates and with whom the Executive has had
contact during such period save that this clause
14.2(iii)(bb) shall not place any restriction on
dealing with any such Broker or intermediary;
and for the purposes of this clause "material business"
shall mean business amounting to at least 5% of the business
of any syndicate in any underwriting year during that
period;
(b) any time during the Restriction Period:
(i) induce, solicit, entice or procure or endeavour to induce,
solicit, entice or procure any Senior Executive to leave his
employment with any Group Company;
(ii) be personally involved to a material extent in (i) accepting
into employment or (ii) otherwise engaging or using the
services of any Senior Executive of any Group Company;
(c) at any time:
(i) disclose to any person (except as required by law or any
regulatory body or to the Executive's legal advisors in
their capacity as such) or use to the detriment of any Group
Company any Information which he has acquired before the
Termination Date;
(ii) falsely represent himself as being connected with or
interested in any
<PAGE>
-19-
Group Company or in the Businesses;
(iii) at any time carry on a business under the name "ACE" or
"Tarquin" or any combination of those names or any similar
or other name likely to confuse or mislead any part of the
public (or any other name under which the Group carries
out business);
14.3 The Executive hereby acknowledges and agrees with the Company that in all
the circumstances as at the date hereof:
(a) each of the subclauses in clause 14 above constitutes an entirely
separate severable and independent covenant and restriction on him;
(b) the duration, extent and application of each of the restrictions
contained in clause 14 are reasonable and no greater than is
necessary for the protection of the goodwill and trade connections
of the Businesses; and
(c) in the event that any restriction on him shall be found to be void
as going beyond what is reasonable in all the circumstances for the
protection of the interests of any Group Company but would be valid
if some part thereof were deleted such restriction shall apply with
any such deletion as may be necessary to make it valid and
effective.
15. Computer software
15.1 The Company and its Associated Companies are licensees, and not the
owners, of certain computer software programmes and are required to comply
with the terms of the relevant licences. It is important that the
Executive also comply with the terms of the licences (copies of which are
available to the Executive) and failure to do so may constitute gross
misconduct on the part of the Executive.
15.2 In particular the Executive must not:
<PAGE>
-20-
(a) copy, reproduce, reverse, compile, adapt or modify any software
programme or programme documentation (unless expressly authorised to
do so by the Company);
(b) use any software on any hardware or equipment other than that
specified by the Company;
(c) remove any software programme from the Company's premises (unless
expressly authorised to do so by the Company);
(d) use on the Company's hardware or equipment any software other than
that which is owned by or licensed to the Company and approved by
the Company as suitable for such use.
15.3 In the event that the Executive has any questions concerning the use of
software or the provisions of this clause then the Executive should seek
the advice of the Board. If the Executive becomes aware of any misuse of
software or programme documentation he must immediately notify the Board.
15.4 Failure by the Executive to comply with the above provisions may be
treated by the Company as gross misconduct and furthermore may
constitute a criminal offence on the Executive's part and/or render
the Executive liable to a claim for damages.
16. Disciplinary and grievance procedures
16.1 For statutory purposes there is no formal disciplinary procedure in
relation to the Executive's employment. The Executive shall be expected to
maintain the highest standards of integrity and behaviour.
16.2 If the Executive has any grievance in relation to his employment he may
raise it in
<PAGE>
-21-
writing with the Board whose decision shall be final.
17. Directorship
17.1 The Executive shall not during his employment voluntarily resign from his
office as a director of the Company or any Associated Company and he shall
not do or fail to do anything which causes or is likely to cause him to be
prohibited by law from continuing to act as a director.
17.2 The removal of the Executive from the office of director of the Company or
the failure of the Company in general meeting to re-elect the Executive as
a director of the Company (if he shall be obliged to retire by rotation or
otherwise pursuant to the articles of association of the Company) shall
terminate the Executive's employment under this agreement and such
termination shall be without prejudice to any claim which the Executive
may have for damages for breach of this agreement provided that the
Company was not entitled at the time of such removal or failure to re-
elect to terminate the Executive's employment pursuant to clause 13.1.
18. Registration in accordance with the Lloyd's
Individual Registration Bye-law Number 13 of 1996
18.1 The Executive confirms that he is registered in accordance with the
requirements of the Lloyd's Individual Registration Bye-law Number 13 of
1996.
19. Lloyds Model Code for dealing in securities
19.1 The Executive shall at all times comply with the requirements of the
Lloyds Model Code ("the Code") from time to time in force.
19.2 In the event that the Executive is charged with an offence under Part V of
the
<PAGE>
-22-
Criminal Justice Act 1993 or the Company has reasonable grounds for
believing that the Executive has infringed the Code, the Executive will be
liable to be suspended from employment until the outcome of proceedings
are known or the investigation of the suspected infringement has been
completed. In the event that the Executive is found to be guilty of an
offence or an infringement of the Code he will be liable to dismissal
without notice.
19.3 It is the Executive's responsibility to ensure that he complies fully with
the Code, a copy of which will be given to the Executive on his first day
of employment. If the Executive is in any doubt, he should seek guidance
from the Company's Compliance Officer.
20. Dealing in Company securities
20.1 The Executive is subject to the Company's Code of Conduct on dealing in
Company securities, details of which are set out in the Staff Handbook.
Any breach of this Code will render the Executive subject to disciplinary
action.
21. Health and safety
21.1 Details of the Company's policy in relation to health and safety at work
are set out in the Staff Handbook.
22. Collective agreements
22.1 There are no collective agreements in force affecting the Executive's
employment with the Company.
23. No smoking policy
23.1 The Company operates a no smoking policy. Any breach of this policy may
render
<PAGE>
-23-
the Executive liable to disciplinary action.
24. Notices
24.1 Any notice to be given under this agreement shall be given in writing and
shall be deemed to be sufficiently served by one party on the other if it
is delivered personally or is sent by registered or recorded delivery pre-
paid post (air mail if overseas) addressed to either the Company's
registered office for the time being or the Executive's last known address
as the case may be.
24.2 Any notice sent by post shall be deemed (in the absence of evidence of
earlier receipt) to be received 2 days after posting (6 days if sent air
mail) and in proving the time such notice was sent it shall be sufficient
to show that the envelope containing it was properly addressed stamped and
posted.
25. Miscellaneous
25.1 The Executive hereby warrants that by virtue of entering into this
Agreement he will not be in breach of any express or implied terms of any
Court Order, contract or of any other obligation legally binding upon him.
25.2 The Company shall be entitled upon giving notice to the Executive at any
time during the Executive's employment to set off and/or make deductions
from the Executive's salary or from any other sums due to the Executive
from the Company or any Associated Company in respect of any overpayment
of any kind made to the Executive or in respect of any debt or other sum
due from him to the Company or any Associated Company.
25.3 There is in place a profit sharing arrangement set out in a Trust Deed
dated 16 February 1989 between Peter Richard Chandler and Others and
Methuen (Lloyds Underwriting Agents) Limited and an Employee Remuneration
Agreement of the
<PAGE>
-24-
same date. The Executive will not qualify as a beneficiary of this
employee trust and the Executive confirms that he waive all rights and
entitlements which he may have to receive, or otherwise seek, any payment
or benefit pursuant to the above mentioned trust.
<PAGE>
-25-
IN WITNESS whereof this Agreement has been executed as a deed by the parties
hereto and is intended to be and is hereby delivered on the date first written.
EXECUTED as a deed by ACE )
London Services Limited )
in the presence of: )
Director
Director/Secretary
SIGNED as a deed by John Robert )
Charman in the presence of:- )