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Exhibit 10.2    
    


 
  EMPLOYMENT AGREEMENT    
    


        AGREEMENT, made and entered into as of December 15, 2003 by and between Axis Specialty Limited, a Bermuda corporation (together with its successors and
assigns, the "Company"), and John R. Charman (the "Executive"). 



        WHEREAS,
the Company and the Executive entered into an employment agreement as of November 20, 2001 (the "Original Employment
Agreement"); 


        WHEREAS,
the Company and the Executive desire to continue the Executive's service as its President and Chief Executive Officer and as a member of its Board of Directors (the
"Board"), and of the Executive Committee of the Board (the "Executive Committee"); 


        WHEREAS,
the Company and the Executive desire to amend and restate the Original Employment Agreement as set forth herein and the Executive is willing to continue to serve in his current
positions under the terms and conditions of this amended and restated agreement (the "Agreement"); 


        NOW,
THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the Company and the Executive (the
"Parties") agree as follows: 


        1.    Term of Employment.    The Executive's term of employment under this Agreement
(the
"Term") commenced on November 20, 2001 and shall continue through the close of business on December 31, 2008, subject to earlier
termination as provided in Section 8 below. The "Initial Term" shall mean
November 20, 2001 through December 31, 2003 and the "New Term" shall mean January 1, 2004 through the close of business on
December 31, 2008. 


        2.    Positions, Duties and Responsibilities.    



        (a)    General.    The Executive shall serve throughout the Term as President and
Chief
Executive Officer and as a member of the Board and of the Executive Committee, with all responsibilities and authorities normally associated with those positions in a company of the size and nature of
the Company. The Executive shall report directly to the Board. The Executive's employment under this Agreement shall be performed outside the United States. The amount of time the Executive spends in
Bermuda and Europe shall be such time as is reasonably necessary to perform his responsibilities and services hereunder, except for the amount of time necessary for him to attend meetings of the Board
and of committees of the Board of which he is a member. It is understood that the Executive will not redomicile to Bermuda but that he expects to maintain a resident in Bermuda. The Executive shall
devote substantially all of his business time and efforts to the business and affairs of the Company and its Affiliates (an "Affiliate" of any person means any entity that controls, is controlled by,
or is under common control with, such person). 


        (b)    Permitted Activities.    Anything herein to the contrary notwithstanding,
nothing shall
preclude the Executive from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of
trade associations and/or charitable organizations, (ii) engaging in charitable, community and other business affairs and  (iii) managing his personal
investments and affairs, provided such activities do not, in his reasonable judgment, materially interfere with the proper
performance of his responsibilities and duties hereunder. 


        3.    Base Salary.    The Executive shall be paid a Base Salary by the Company at an
annual
rate of no less than US$1,000,000 during the Initial Term and at an annual rate of no less than US$1,250,000 during the New Term. The Base Salary shall be payable in accordance with the regular
payroll practices applicable to senior executives of the Company, but no less frequently than monthly. Such Base Salary 


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shall
be subject to review for increase at the discretion of the Board (or a committee thereof). The Base Salary may not be decreased, at any time or for any purpose, during the Term. 



        4.    Annual Bonus.    In addition to the Base Salary provided for in Section 3
above,
the Executive shall be entitled to participate in the incentive plans or programs of the Company established for senior executives ("Incentive Plan")
and shall have a target bonus opportunity each year during the New Term of no less than 150% of Base Salary ("Target Bonus"), payable in that amount if
the performance goals established for the relevant year are met. If such performance goals are exceeded, the Executive shall receive a larger amount of up to 200% of the Target Bonus or more at the
discretion of the
Compensation Committee. The performance goals for each year shall be established by the Board (or a committee thereof) unless such goals are set forth in the applicable Incentive Plan. For fiscal year
2003, the Executive may be awarded such annual bonuses as may be determined by the Board (or a committee thereof), based on any Incentive Plan; provided,
however, in no event shall the annual bonus for fiscal year 2003 be less than 75% of the annual Base Salary for the Initial Term. Any such annual bonus shall, unless otherwise
required under the applicable Incentive Plan, be paid in cash in a lump sum promptly following determination thereof. 


        5.    Equity Awards.    



        (a)    Initial Awards.    The Company and the Executive have previously entered into
a Share
Purchase Option Agreement, covering 253,139 common shares of the Company, par value US$0.10 (the "Common Stock"), in the form attached hereto as
Exhibit A (the "Option Agreement"), such grant representing 1.5% of the outstanding shares of Common Stock as of November 20, 2001. 


        (b)    Subsequent Awards.    Beginning in calendar year 2002, the Executive shall be
eligible
during the Term to participate in the Company's long-incentive plans, including, but not limited to, the Company's 2003 Long-Term Equity Compensation Plan, as amended from time
to time (including any successor thereto) and to receive additional equity grants and awards, on terms and conditions that are appropriate in light of his positions, his performance and the
performance of the Company, all as determined by the Board (or a committee thereof) in its discretion. 


        6.    Employee Benefit Programs.    During the Term, the Executive shall be entitled
to
participate in all employee benefit plans and programs, including, without limitation, (a) health and welfare plans and  (b) pension plans and programs in
which senior executives of the Company are eligible to participate (the "Benefit
Programs"). To the extent that the Executive is not eligible to participate in any Benefit Program, he shall be provided with the after-tax economic equivalent of
the coverages and benefits provided under such program in which he is unable to participate. In addition, if necessary, the Executive shall be provided interim coverage until such time as the Company
has adopted a program of employee benefit coverages. Interim coverage may be provided through purchase of separate insurance contracts, through self-insurance or, to the extent the
Executive is permitted to continue to maintain on a contributory basis the benefits he presently receives from other sources, by reimbursing the Executive for the cost thereof on a basis that keeps
the Executive whole after taxes. The Executive shall be entitled to a supplemental executive retirement benefit upon terms and conditions determined by the Board, and the Company shall provide this
benefit pursuant to a separate agreement (the "SERP Agreement"). 


        7.    Expense Reimbursement and Fringe Benefits.    


        (a)    Expense Reimbursement.    The Company shall promptly reimburse the Executive
for all
reasonable out-of-pocket travel expenses, entertainment expenses and other expenses incurred by him in connection with his employment under this Agreement, such reimbursement
to be paid promptly after he submits reasonable documentation with respect to such expenses. This shall include, without limitation, reimbursement of any such expenses for air fare (which the
Executive shall be entitled to on a first-class basis including flights on the Concorde, if available), hotel accommodations and meals. The 


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Company
shall also promptly reimburse the Executive for all costs and expenses (including, without limitation, attorneys' fees and other charges of counsel) incurred in connection with negotiating and
documenting this Agreement and related arrangements. 


        (b)    Fringe Benefits.    In addition to compensation and benefits as set forth
elsewhere in
this Agreement, the Executive shall be entitled to participate during the Term in any and all of the fringe benefits made available to senior executives of the Company in accordance with the terms and
conditions then applicable to participating senior executives generally. In all events, the Executive shall be entitled during the Term to the following: 



          (i)  reimbursement or payment of the cost (including initiation fees and annual dues) of membership in two clubs in Bermuda
or London; 


         (ii)  reimbursement or payment of air fare for up to 14 round-trip first-class non-business trips per
year by the Executive or members of his family between London, England and Bermuda or between Bermuda or London, England and New York, New York or Newark, New Jersey (the benefit under this
Section 7(b)(ii) being in addition to any reimbursement of airfare described in Section 7(a) above); 


       (iii)  reimbursement or payment of the cost of financial and tax planning, and of tax return preparation, such reimbursement
not to exceed US$10,000 per year; 


        (iv)  a housing allowance for a residence in Bermuda equal to US$15,000 per month or such lesser amount agreed to by the
Executive; and 


         (v)  use of a luxury automobile at the Company's expense (including, without limitation, the payment of all costs of fuel, a
driver, maintenance thereof and insurance thereon (except to the extent such costs would not be reimbursement policies of the Company applicable to senior executives generally). 




        8.    Termination of Employment.    


        (a)    Termination Due to Death.    


          (i)  In the event that the Executive dies during the Term, the Term shall expire as of the date of his death and the
Executive's designated beneficiary (or, in the absence of such a designation, the estate or other legal representative of the Executive) shall be entitled to: 



        (A)  the Executive's Base Salary, at the rate in effect immediately prior to his death, through the end of the month in which
the Executive dies during the year of termination; 


        (B)  a lump sum amount equal to one year's Base Salary at the rate in effect immediately prior to his death; 



        (C)  a separation bonus for the year of death (with the term "Separation
Bonus" meaning an amount no less than the greater of (x) US$1,000,000 if termination is during the Initial Term or US$1,250,000
if termination is during the New Term and (y) the highest amount awarded to the Executive as an annual bonus for any of the three years (or such lesser
number of years he has then been employed) immediately preceding the year in which termination occurs); 


        (D)  to the extent the Option Shares are not already vested and exercisable, immediate vesting and exercisability, as of the
date of death, for all outstanding Option Shares scheduled to vest on or before the first anniversary of the date of death, with the Option (as defined in the Option Agreement) to remain exercisable
as to all vested Option Shares for the lesser of (x) one year following the date of death and (y) the
remainder of its maximum stated term, after which the Option shall expire; 



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        (E)  vesting and exercisability, as the case may be, for all other equity awards, including any restricted shares or stock
options, in accordance with their terms; and 


        (F)   any other benefits described in Section 8(f) below. 




        (b)    Termination Due to Disability.    



          (i)  Either Party may terminate the Executive's employment under this Agreement prior to the then-scheduled
expiration of the Term due to his Disability by providing 15 days' prior written notice to the other party, in which event the Term shall expire and the Executive shall be entitled to: 



        (A)  the Base Salary, at the rate in effect immediately prior to the date of termination, through the end of the month in
which the Executive's employment terminates due to Disability; 


        (B)  a lump sum amount equal to one year's Base Salary at the rate in effect immediately prior to such termination; 


        (C)  a Separation Bonus for the year of termination; 


        (D)  to the extent the Option Shares are not already vested and exercisable, immediate vesting and exercisability, as of the
date of termination, for all outstanding Option Shares scheduled to vest on or before the first anniversary of such date of termination, with the Option (as defined in the Option Agreement) to remain
exercisable as to all vested Option Shares for the lesser of (x) one year following the date of termination and  (y) the remainder of its maximum stated
term, after which the Option shall expire; 


        (E)  vesting and exercisability, as the case may be, for all other equity awards, including any restricted shares or stock
options, in accordance with their terms; 


        (F)   disability benefits in accordance with any applicable Company plans, programs, policies or agreements; 



        (G)  continued coverage for 12 months under all Benefit Programs (or their equivalent as provided in Section 6
above) in which the Executive was participating immediately prior to the date of termination; provided, however, that to the extent the Company is
unable to continue such coverage, the Company shall provide the Executive with economically equivalent benefits determined on an after-tax basis and, provided
further that any such continued coverage shall be offset by comparable coverage provided to the Executive in connection with subsequent employment or other service; and 



        (H)  any other benefits described in Section 8(f) below. 




For
purposes of this Agreement, "Disability" shall mean that the Executive has been unable to substantially perform his duties hereunder, due to physical or mental incapacity, for 180 consecutive
days. 


        (c)    Termination for Cause.    


          (i)  The Executive's employment under this Agreement, and the Term, may be terminated by the Board for Cause prior to the
then-scheduled expiration of the Term. For this purpose, "Cause" shall mean: 



        (A)  conviction of the Executive of a felony involving moral turpitude, or 


        (B)  the Executive, in carrying out his duties for the Company under this Agreement, has been guilty of gross neglect or gross
misconduct resulting, in either case, in material economic harm to the Company; provided, however, that no act, or failure to act, by the Executive
shall constitute Cause if the Executive believed in good faith that such act, or failure to act, was in, or not opposed to, the interests of the Company. 



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Anything
herein to the contrary notwithstanding, the Executive shall not be terminated for "Cause," within the meaning of clause (B) of this
Section 8(c)(i), unless written notice stating the basis for the termination is provided to the Executive and he is given 15 days to cure the neglect or conduct that is the basis of such
claim and, if he fails to cure such neglect or conduct, the Executive has an opportunity to be heard before the full Board of the Company within 15 days following the end of such cure period
and, within five (5) days after such hearing, there is a unanimous vote of all disinterested members of the Board to terminate him for Cause. 


         (ii)  In the event of a termination for Cause in accordance with Section 8(c)(i) above, the Executive shall be
entitled only to (A) the Base Salary, at the rate in effect at the date of termination, through the date on which termination for Cause occurs,  (B)
continued eligibility for medical benefit for 12 months pursuant to the Benefit Programs, provided that the Executive must pay the full
premiums for any such coverage and (C) any other benefits described in Section 8(f) below. 


        (d)    Termination Without Cause or With Good Reason.    


          (i)  Anything in this Agreement to the contrary notwithstanding, the Executive's employment under this Agreement may be
terminated, by prior written notice by the terminating party to the other party, prior to the then-scheduled expiration of the Term by the Company without Cause, or by the Executive with
"Good Reason" (as defined in Exhibit B), as provided in this Section 8(d), in which event the Term shall expire. A termination due to Disability in accordance with Section 8(b)
above, or for Cause in accordance with Section 8(c) above, shall not be deemed a termination without Cause or with Good Reason to which this Section 8(d) applies. 


         (ii)  Except in certain circumstances in connection with a Change in Control as provided in
Section 8(d)(iii) below, in the event that the Executive's employment is terminated prior to the then-scheduled expiration of the Term  (x) by the Company without Cause or (y) by the Executive with Good Reason, the Term shall expire and the
Executive shall be entitled to: 



        (A)  the Base Salary through the date of termination at the rate in effect immediately prior to the date of termination; 


        (B)  a lump sum amount equal to two years' Base Salary at the rate in effect immediately prior to such termination; 


        (C)  a Separation Bonus for the year of termination; 



        (D)  an amount no less than the greater of (x) US$1,000,000 if termination if
during the Initial Term and US$1,250,000 if termination is during the New Term and (y) the highest amount awarded to the Executive as an annual bonus
for any of the three years (or such lesser number of years he has then been employed) immediately preceding the year in which termination occurs; 


        (E)  to the extent the Option Shares are not already vested and exercisable, immediate vesting and exercisability, as of the
date of termination, for all outstanding Option Shares scheduled to vest on or before the first anniversary of the date of termination, with the Option (as defined in the Option Agreement) to remain
exercisable as to all vested Option Shares for the lesser of (x) one year following the date of termination and  (y) the remainder of its maximum stated
term, after which the Option shall expire; 


        (F)   vesting and exercisability, as the case may be, for all other equity awards, including any restricted shares or stock
options, in accordance with their terms; 


        (G)  continued coverage for 12 months under all Benefit Programs (or their equivalent as provided in Section 6
above) in which the Executive was participating immediately prior to the date of termination; provided, however, that to the extent the Company is
unable to continue such coverage, the Company shall provide the Executive with economically equivalent benefits 



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determined
on an after-tax basis and, provided further that any such continued coverage shall be offset by comparable coverage provided to the Executive in connection with subsequent
employment or other service; and 


        (H)  any other benefits described in Section 8(f) below. 




        (iii) In the event that the Executive's employment herein is terminated by the Company without Cause, or by the Executive for Good Reason,
in either case in anticipation of, or within the 12-month period following, a Change in Control (as defined in Exhibit C), the Term shall expire and the Executive shall be entitled
to: 



        (A)  the benefits described in Section 8(d)(ii)(A), (C), (F) and (H) above; 


        (B)  a lump sum amount equal to two year's Base Salary at the rate in effect immediately prior to such termination; 


        (C)  an amount no less than two (2) times the greater of (x)
US$1,000,000 if termination is during the Initial Term and US$1,250,000 if termination is during the New Term and (y) the highest amount awarded to the
Executive as an annual bonus for any of the three years (or such lesser number of years he has then been employed) immediately preceding the year in which a Change in Control occurs; 


        (D)  to the extent the Option Shares are not already vested and exercisable, immediate vesting and exercisability, as of the
date of termination, for all outstanding Option Shares scheduled to vest on or before the third anniversary of such date, with the Option (as defined in the Option Agreement) to remain exercisable as
to all vested Option Shares for the lesser of (x) one year following the date of termination and (y) the
remainder of its maximum stated term, after which the Option shall expire; and 


        (E)  continued coverage for 24 months under all Benefit Programs (or their equivalent as provided in Section 6
above) in which the Executive was participating immediately prior to the date of termination;  provided, however, that to the extent the Company is unable to continue such coverage, the Company shall
provide the Executive with economically
equivalent benefits determined on an after-tax basis and, provided further that any such continued coverage shall be offset by comparable
coverage provided to the Executive in connection with subsequent employment or other service. 




        (e)    Voluntary Termination by the Executive.    The Executive may voluntarily
terminate his
employment under this Agreement, by prior written notice to the Company, before the then-scheduled expiration of the Term, in which event  (x) the Term shall expire as of the date specified by the
Executive and (y) the Executive shall receive
the same rights and benefits as applicable to a termination by the Board for Cause in accordance with Section 8(c) above. A voluntary termination under this Section 8(e) shall not be
deemed a breach of this Agreement. Neither a termination of the Executive's employment due to Disability in accordance with Section 8(b) above, nor a termination of the Executive's employment
by the Executive for "Good Reason" in accordance with Section 8(d) above, shall be deemed to be a voluntary termination within the meaning of this Section 8(e). 


        (f)    Miscellaneous.    



          (i)  On any termination of the Term, the Executive shall be entitled to: 



        (A)  the balance of any annual, long-term or other incentive award earned (but not yet paid) prior to such
termination; 


        (B)  reimbursement of any business or other expenses pursuant to Section 7 above; and 



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        (C)  any other rights, compensation and/or benefits as may be due the Executive in accordance with the terms and provisions of
any agreements, plans or programs of the Company, including this Agreement and the SERP Agreement (but in no event shall the Executive be entitled to duplicative rights, compensation and/or benefits). 




        (ii) All amounts due under this Section 8 shall be paid (A) 50% in a lump sum
promptly following the date of termination and (B) 50% in a lump sum on the first anniversary of the date of termination,  provided, that the Company shall
pay interest at a rate of one-year LIBOR plus one percent (with such rate being determined as of the date
of termination) on (x) the amount in clause (B) of this Section 8(f)(ii), with such interest accruing from the date of termination until such
amount is
actually paid to the Executive and (y) any amount that is due under this Agreement but remains unpaid (without regard to the circumstances or reasons
for the Company not paying such amount), with interest accruing from the date such payment is due until such amount is actually paid to the Executive. 



        (iii) For purposes of this Agreement, in the event there is a reduction in Base Salary that would constitute the basis for a termination
for Good Reason pursuant to Section 8(d) above, then "Base Salary" shall mean the Base Salary in effect immediately prior to any such reduction. 


        (g)    No Mitigation; No Offset.    In the event of any termination of his employment
under
this Agreement, the Executive shall be under no obligation to seek other employment, and there shall be no offset against amounts due the Executive under this Agreement or otherwise on account of any
remuneration attributable to any subsequent employment that he may obtain or any claim that the Company or any Affiliate may have against him. Any amounts due under this Section 8 are
considered to be reasonable by the Company and not in the nature of a penalty. 


        (h)    Notice Provisions.    In the event written notice of termination has been
given under
this Section 8, no subsequent notice of termination, whether written or otherwise, shall become effective until and unless the prior notice ceases to be effective,  provided, however, that
(i) in the case of a notice of termination for Cause, such notice shall be
deemed to cease to be effective upon cure or a failure to terminate upon a unanimous vote of all disinterested members of the Board as provided in Section 8(c) above and  (ii) in the case of a
notice of a voluntary termination by the Executive, such notice shall be deemed to cease to be effective 30 days following
notice of such termination. 


        9.    Noncompetition, Nonsolicitation, Confidentiality and Non-Disparagement.    


        (a)    Noncompetition.    For a period of 12 months after termination of his
employment
hereunder, the Executive shall not, directly or indirectly, whether as an employee, consultant, partner, principal, agent, distributor, representative or stockholder (except as a less than one percent
stockholder or other equity holder of a publicly traded entity or a less than five percent stockholder or other equity holder of a privately held entity), engage in any activities within the United
States, United Kingdom or Bermuda if such activities involve, to a material extent, insurance or reinsurance of entities or exposures that are materially competitive with the businesses that  (i) are
then being conducted by the Company or any subsidiary and (ii) were during the Executive's
employment either being conducted by, or being actively developed by, the Company or any subsidiary. Notwithstanding the foregoing, any activity that is approved by the Board shall not be deemed to
violate the provisions of this Section 9(a). 


        (b)    Nonsolicitation.    For a period of 12 months after termination of his
employment hereunder, the Executive shall not, except in connection with carrying out his duties for the Company or any subsidiary or otherwise at the written request of the Company,  (i) encourage any
employee of the Company or any subsidiary to leave the employ of the Company or any subsidiary,  (ii) hire or use the services of any employee of the Company or any subsidiary, and (iii) solicit or
cause another person or entity to solicit any customers or brokers of the Company or any subsidiary to terminate or otherwise adversely modify their relationship with the Company or any such
subsidiary; provided that clause (i) and clause (ii) of this Section 9(b) shall only apply to
individuals employed by the Company or any 


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subsidiary
at any point during the one-year period immediately preceding the date of termination of Executive's employment. Nothing in this Section 9(b) shall prevent the Executive
from providing employment references for such employees. 


        (c)    Confidentiality.    The Executive covenants that he shall not, without the
prior
written consent of the Board or of a person authorized by the Board, disclose to any person, other than in connection with performing his duties for the Company, any confidential proprietary
information about the Company or its business, unless and until such information has become known to the public generally or within any industry in which the Company conducts business (other than as a
result of unauthorized disclosure by the Executive) or unless (i) such disclosure is in confidence to an attorney for the purpose of obtaining legal
advice, (ii) such disclosure is in connection with any litigation, arbitration or mediation involving this Agreement or other agreements or arrangements
involving the Parties, including, but not limited to, the enforcement of this Agreement or such other agreements or arrangements or (iii) the Executive
is required to disclose such information (whether or not in connection with a disclosure required in clause (ii)) by law or by any court, arbitrator, mediator or administrative or legislative
body (including any committee thereof) with apparent jurisdiction to order the Executive to disclose or make accessible any information. 



        (d)    Non-Disparagement.    The Executive shall not willfully or knowingly make
any public statement that would disparage or defame the Company. The Company shall not, and shall cause each of the executives and directors of the Company not to, willfully or knowingly make any
public statement that would disparage or defame the Executive. Notwithstanding the foregoing, nothing in this Section 9(d) shall prevent any person from  (i) responding publicly to any incorrect,
disparaging or defamatory public statement to the extent reasonably necessary to correct or refute such public
statement or (ii) making any truthful statement to the extent (x) such disclosure is in confidence to an
attorney for the purpose of obtaining legal advice, (y) such disclosure is in connection with any litigation, arbitration or mediation involving this
Agreement or other agreements or arrangements involving the Parties, including, but not limited to, the enforcement of this Agreement or such other agreements or arrangements or  (z) the Executive is
required to disclose such information (whether or not in connection with a disclosure required in clause (y)) by law or by
any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction. 


        (e)    Scope.    For purposes of this Section 9, the Company shall be deemed to
include
any entity that (i) is an Affiliate both during the Term and at the time in question and (ii) is an
Affiliate organized after the Term for the purpose of holding the assets owned by the Company during the Term and/or operating
the business of the Company conducted during the Term. The covenants set forth in this Section 9, except as provided in Section 9(a) and (b) above, shall be without limitation as
to time and geographic application. 


        10.    Indemnification.    



        (a)   During the Term and at all times thereafter, if the Executive is made a party, is threatened to be made a party, or
reasonably anticipates being made a party, to any Proceeding by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative of the
Company or any Affiliate or is or was serving at the request of the Company or any Affiliates, or in connection with his employment as a director, officer, member, employee, agent, manager, trustee,
consultant or representative of another Person, or if any Claim is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive's employment
in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless to the fullest extent permitted or authorized by the Bye-laws of the Company, or if
greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' fees, judgments, interest, expenses of investigation, penalties,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive 


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in
connection therewith or in connection with seeking to enforce his rights under this Section 10(a), and such indemnification shall continue as to the Executive even if he has ceased to be a
director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other Person, without limitation in time, and shall inure to the benefit of the Executive's
heirs, executors and administrators. The Executive shall be entitled to prompt advancement of any and all costs and expenses (including, without limitation, attorneys' fees and other charges of
counsel) incurred by him in connection with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 10(a), any such advancement to be made within
15 days after he gives written notice, supported by reasonable documentation, requesting such advancement. Such notice shall include, to the extent required by applicable law, an undertaking by
the Executive to repay the amount advanced, on an after-tax basis (that is, net of any applicable taxes), if he is ultimately determined not to be entitled to indemnification against such
costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have
(including, without limitation, by agreement or under applicable law). For purposes of this Agreement, "Claim" shall mean any claim, demand, request,
investigation, dispute, controversy, threat, discovery request, or request for testimony or information, "Person" shall mean any individual,
corporation, partnership, limited liability company, joint venture, trust, estate, board, committee, agency, body, employee benefit plan or other person or entity and
"Proceeding" shall mean any actual, threatened, or reasonably anticipated, action, suit or proceeding, whether civil, criminal, administrative,
investigative, appellate, formal, informal or other. 


        (b)   Neither the failure of the Company (including its board of directors, independent legal counsel or stockholders) to have
made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by the Executive under Section 10(a) that indemnification of the Executive is proper
because he has met the applicable standard of conduct, nor a determination by the Company (including its board of directors, independent legal counsel or stockholders) that the Executive has not met
such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 


        (c)   The Executive shall, during his employment with the Company, including as a director, and for at least six years
thereafter, be covered by a directors' and officers' liability insurance policy (or policies) on terms and conditions no less favorable to him in any respect than those then applying to any other
present or former director or officer of the Company, but in all events, the minimum aggregate coverage obtained by the Company, under which the Executive is a covered person, shall be in an amount no
less than US$50,000,000. 


        11.    Excise Tax Adjustment Payments.    


        (a)    Payments.    In the event that any payment or benefit provided to or for the
benefit of
the Executive in connection with this Agreement, any other agreement or arrangement to which he and the Company are parties, his employment with the Company, or the termination of such employment,
other than any payment pursuant to this Section 11(a) (a "Payment"), is subject to (x) the excise
tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor to such Section or (y) any interest
or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the "Excise
Tax"), then the Executive shall be entitled to receive from the Company, within 15 days following the determination described in Section 11(b) below and no later
than such Excise Tax is due to be paid, through withholding or otherwise, an additional payment ("Excise Tax Adjustment Payment") in an amount such that
after payment by the Executive of all applicable U.S. Federal, state, local and other taxes and all applicable non-U.S. taxes (each computed at the maximum marginal rates and including any
interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Excise Tax Adjustment Payment, the Executive retains an amount of the Excise Tax Adjustment
Payment equal to the Excise Tax imposed upon the Payment. 


9





 



        (b)    Determinations.    All determinations required to be made under this
Section 11,
including whether an Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, shall be promptly made by a "big five" accounting firm (the
"Accounting Firm"), selected by the Company with the Executive's approval (which approval shall not be unreasonably withheld or delayed). The Accounting
Firm shall provide detailed supporting calculations to the Company and the Executive within 15 business days of the date of the Payment to which the Excise Tax Adjustment Payment relates. As a result
of the uncertainty in the application of Section 4999 of the Code (or any successor to such Section) at the time of any initial determination hereunder, it is possible that  (x)
certain Excise Tax Adjustment Payments will not have been made that should have been made (an "Underpayment"), or  (y) certain Excise Tax Adjustment
Payments will have been made that should not have been made (an
"Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpayment, such Underpayment shall be promptly
paid by the Company to or for the benefit of the Executive. In the event of an Overpayment, such Overpayment shall be promptly repaid to the Company on an after-tax basis. 


        12.    Resolution of Disputes.    Any dispute between the Parties, including, without
limitation, any dispute arising out of or relating to this Agreement or any other agreement or arrangement to which the Executive and the Company are parties, the Executive's employment with the
Company, or the termination of such employment, shall be resolved by confidential arbitration in New York City in accordance with the Commercial Arbitration Rules (and not the National Rules for
Resolution of Employment Disputes) of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. All costs
associated with any such arbitration, including all attorneys' fees and other legal expenses, shall be paid by the Company. 


        13.    Withholding.    Anything in this Agreement to the contrary notwithstanding,
all
payments required to be made by the Company hereunder to the Executive shall be subject to tax withholding to the extent required by applicable law, treaty or regulation. In lieu of withholding such
amounts, in whole or in part, the Company may accept, in its sole discretion, such other provision for payment of required tax withholding as the Executive may reasonably request. 


        14.    Representations.    


        (a)   The Company represents and warrants that (i) it is fully authorized by
action of its Board (and of any other person or body whose action is required) to enter into this Agreement and to perform its obligations under it,  (ii) the Board has approved (A) the transfer of all or any portion of the Option (as defined in the
Option Agreement) as permitted pursuant to Paragraph (i) of the Option Agreement and (B) upon exercise of the Option (or any portion thereof),
the registration of the shares in the name of such transferee, (iii) the officer signing this Agreement on its behalf is duly authorized to do so,  (iv) the
execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation, order, judgment or decree or any
agreement, plan, bye-law, charter provision or corporate governance document to which it is a party or by which it is bound and (v) upon the
execution and delivery of this Agreement by the Parties, this Agreement shall be a valid and binding obligation of the Company, enforceable against it in accordance with its terms, except to the
extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. 


        (b)   The Executive represents and warrants that, to the best of his knowledge and belief,  (i) delivery and performance of this Agreement by him does not
violate any applicable law, regulation, order, judgment or decree or any agreement to
which the Executive is a party or by which he is bound, (ii) he does not and will not during his employment with the Company or any Affiliate knowingly
possess in tangible form, or knowingly use in connection with carrying out his duties under this Agreement, any confidential or proprietary information of a prior employer or other person the 


10





 



possession
or use of which is restricted by any prior employment agreement or other agreement by which he is bound and (iii) upon the execution and
delivery of this Agreement by the Parties, this Agreement shall be a valid and binding obligation of the Executive, enforceable against him in accordance with its terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. 


        15.    Entire Agreement.    This Agreement, together with its Exhibits (which
form a
part of this Agreement for all purposes), amends and restates the Original Agreement and contains the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior
agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties with respect thereto; provided,
however, that the Executive's entitlements as a founder of the Company shall be understood not in any way to be affected by the provisions of this Agreement. In the event of
any inconsistency between any provision of this Agreement and any provision of any plan, program, policy, arrangement, bye-law, charter document, corporate governance document, or
agreement of the Company or any of its Affiliates, the provisions of this Agreement shall control to the extent that they are more favorable to the Executive unless the Executive otherwise agrees in a
writing that expressly refers to the provision of this Agreement whose control he is waiving. 


        16.    Assignability; Binding Nature.    This Agreement shall be binding upon and
inure to the
benefit of the Parties and their respective successors, heirs and assigns. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his
rights to compensation and benefits hereunder, which may be transferred by will or operation of law subject to the limitations of this Agreement. The Parties recognize that the Executive also may
transfer his rights under the Option Agreement to the extent therein provided. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that
such rights or obligations may be assigned or transferred pursuant to an amalgamation, reconstruction, merger or consolidation in which Company is not the continuing entity, or a sale or liquidation
of all, or substantially all, of the business and assets of the Company, provided that the assignee or transferee is the successor to all, or substantially all, of the business and assets of the
Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. 


        17.    Amendment or Waiver.    No provision in this Agreement may be amended unless
such
amendment is agreed to in writing, signed by the Executive and by a duly authorized officer of the Company. No waiver by any person of any breach of another person of any condition or provision of
this Agreement shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by, or on behalf of, the
waiving person. 


        18.    Notices.    Any notice required or permitted to be given under this Agreement
shall be
in writing and shall be deemed to have been given (a) when delivered personally or (b) on the second
business day after the day on which it is sent by recognized courier with delivery acknowledged by written receipt or (c) on the fifth business day
after it is sent by certified or registered mail, postage 


11





 



prepaid,
return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as such Party may subsequently by similar process give notice of: 



	If to the Company:	 	AXIS Specialty Limited

106 Pitts Bay Road

Pembroke, HM 08, Bermuda

Attn: Andrew Cook
	

If to the Executive:	
 	

John R. Charman

Bay House

4 Old Slip Lane

Pembroke HM 06

Bermuda





        19.    Severability.    In the event that any provision or portion of this Agreement
shall be
determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the
fullest extent permitted by law. 


        20.    Survivorship.    The respective rights and obligations of the Parties shall
survive any
termination of the Executive's employment under this Agreement to the extent necessary to the intended preservation of such rights and obligations. 


        21.    Beneficiaries/References.    The Executive shall be entitled, to the extent
permitted
under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following the Executive's death by giving the Company written notice thereof.
In the event of the
Executive's death or a judicial determination of his incompetence, references in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiaries, estate or other
legal representative. 


        22.    Governing Law.    This Agreement shall be governed, construed and enforced in
accordance with its express terms, and otherwise in accordance with the laws of Bermuda without reference to the principles of conflicts of law. 


        23.    Headings.    The headings of the Sections of this Agreement are for
convenience only
and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. 



        24.    Counterparts and Fascimile.    This Agreement may be executed in one or more
counterparts. Signatures delivered by facsimile shall be deemed effective for all purposes to the extent permitted under applicable law. 


12





 

        IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. 



	 	 	Axis Specialty Limited
	

 	
 	

By:	

/s/  FRANK J. TASCO      
 Name: Frank J. Tasco

Title: Chairman, Compensation Committee
	

 	
 	
The Executive
	

 	
 	

/s/  JOHN R. CHARMAN      
 John R. Charman




13






  



 
 

EXHIBIT A    
    


 
  SHARE PURCHASE OPTION AGREEMENT    
    


        AGREEMENT, made and entered into as of November 20, 2001 (the "Grant Date") by and between Axis Specialty
Limited, a Bermuda corporation (together with its successors and assigns, the "Company") and John R. Charman (the "Option
Holder"). 


        WHEREAS,
the Company and the Option Holder (the "Parties") have concurrently entered into an agreement (the
"Employment Agreement") pursuant to which the Option Holder is to serve the Company as Chairman of its Board of Directors and as Chairman of the
Executive Committee of that Board; and 


        WHEREAS,
the Company has decided to grant the option described below to the Option Holder as an inducement to accept such positions and as a performance incentive; 



        NOW,
THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the Parties agree as follows: 



        (a)    Grant.    The Company hereby unconditionally grants to the Option Holder,
effective as
of the Grant Date, the right and option to purchase 253,139 shares (the "Option Shares") of the voting common shares of the Company, par value US $0.10
(the "Common Stock"), on the terms and conditions hereinafter set forth (the "Option"). 



        (b)    Purchase Price.    Except as otherwise provided in Paragraph (i) below,
the
purchase price of the Option Shares subject to the Option (the "Option Price") shall be: US $100.00 per Share. 


        (c)    Term of the Option.    The Option shall have a term commencing on the Grant
Date and
continuing through the tenth anniversary of such date (the "Option Period") and shall be exercisable, at any time, during the Option Period as provided
in Paragraph 9(d) below. 


        (d)    Vesting and Exercisability.    The Option shall vest, and become exercisable
as to
one-third of the Option Shares on each of the first, second and third anniversaries of the Grant Date, provided that the Option shall vest,
and become exercisable, on certain terminations of the Optionee's employment with the Company under the Employment Agreement to the extent set forth in Section 8 of the Employment Agreement.
Except to the extent otherwise provided in Section 8 of the Employment Agreement, the Option shall expire on any termination of the Option Holder's employment with the Company. The Option shall
be exercisable by the Option Holder, or in the event of his death or his judicially determined incompetence, by his estate or other legal representative, or, to the extent the Option is transferred,
in whole or in part, in accordance with the provisions of Paragraph (i) below, by a transferee of the Option Holder (a "Transferee"). As
hereinafter used, the term "Option Holder" shall include the Option Holder's estate, other legal representative or Transferee, as appropriate. 


        (e)    Exercise of the Option.    In order to exercise the Option, the Option Holder
shall
submit to the Company an instrument in writing specifying the number of Option Shares in respect of which the Option is being exercised, accompanied by payment, in a manner reasonably acceptable to
the Company, of the aggregate Option Price for the Option Shares in respect of which the Option is being exercised. A share certificate, or certificates, representing the purchased Option Shares shall
then promptly be delivered to the Option Holder; provided, however, that the Company shall not be obligated to deliver any Option Shares hereunder if
the delivery of such Option Shares would violate the provisions of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such
Option Shares may be delivered without resulting in such violation of law. 



14





 




        (f)    Status of Option Shares.    Option Shares purchased pursuant to any exercise
of the
Option shall, upon delivery to the Option Holder, rank equally in all respects with the other shares of the voting Common Stock, but shall not carry any option or other right to subscribe for
additional shares of Common Stock. 


        (g)    Rights as Shareholder.    The Option Holder shall not, by virtue of the Option,
 be
entitled to any rights of a shareholder of the Company, either at law or equity, and the grant of the Option shall not confer on the Option Holder any right with respect to continuance of his
employment the Company nor shall such grant interfere in any way with the right of the Company to terminate the Option Holder's employment at any time. Notwithstanding the foregoing, in the event that
the Option Holder purchases Option Shares pursuant to an exercise of the Option, the Option Holder shall enjoy, with respect to such Option Shares, "tag-along" rights, "put" rights,
exchange rights, registration rights,
rights with respect to securities of any "Designated Subsidiary" (as defined in the Company's Bye-Laws) and other comparable rights on the most favorable basis provided for each such right
to any other holder of Common Stock. 


        (h)    Recapitalizations and Adjustments.    In the event of any merger,
consolidation,
reorganization, recapitalization, spin-off, split-up, combination, reconstruction, amalgamation, share exchange, liquidation, dissolution, share split, share dividend, other
distribution of securities or other property in respect of shares or other securities, or other change in corporate structure or capitalization affecting the rights or value of the securities then
subject to this Option Agreement, the Company shall promptly make appropriate adjustment(s) in the number and/or kind of securities subject to this Option Agreement and/or in the Option Prices and/or
in other terms and conditions of this Option Agreement, and/or the Company shall promptly make appropriate provision(s) for supplemental payments of cash, securities and/or other property, in each
case so as to avoid dilution or enlargement of the rights of the Option Holder and of the after-tax economic opportunity and value represented by this Option Agreement. If an event occurs
that may require an adjustment (or other action) pursuant to the preceding sentence, the Company shall promptly deliver to the Option Holder a certificate that specifies  (x) the event in question and
(y) either the action(s) being taken or the reasons why the Company
believes no action is needed. 


        (i)    Nonassignability and Transferability.    The Option may not be assigned or
otherwise
transferred, disposed of or encumbered by the Option Holder, in whole or in part, except: (i) by will or the laws of descent and distribution or  (ii) by
the Option Holder to members of "the Option Holder's immediate family", to a trust established for the exclusive benefit of one or more members
of "the Option Holder's immediate family" and/or the Option Holder, or to a partnership pursuant to which the only partners are one or more members of "the Option Holder's immediate family" and/or the
Option Holder. For purposes of this Agreement, "the Option Holder's immediate family" shall mean the initial Option Holder's children, stepchildren,
grandchildren, parents, spouse, siblings (including half brothers and sisters), and in-laws, and includes relationships arising because of legal adoption. The Company represents and
warrants that its Board has approved the transfer of all or any portion of the Option to and the exercise thereof by Option Holder's immediate family or trust or partnership as permitted by this
Paragraph (i) and the registration of any Option Shares to be delivered upon exercise of the Option in the name of any Option Holder to whom the Option may be transferred pursuant to this
Paragraph (i). 


        (j)    Obligations as to Share Capital.    The Company agrees that it shall at all
times
maintain authorized and unissued share capital sufficient to fulfill all of its obligations under this Agreement. 


        (k)    Restrictions on Transfer of Option Shares.    Neither the Option Shares nor
any
interest in them may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with the terms, conditions and 



15





 




restrictions
as set forth in the Bye-Laws of the Company, applicable United States federal and state securities laws or any other applicable laws or regulations and the terms and
conditions of this Agreement. Each certificate for Option Shares delivered upon exercise of the Option, unless at the time of exercise such Option Shares are registered under the Securities Act of
1933, shall bear the following legend or such other legend as the Company reasonably deems appropriate: 



        "These
securities have not been registered under the United States Securities Act of 1933, as amended. These securities cannot be offered, transferred or sold unless (i) a
registration statement under such Act is in effect with respect to such securities or a written opinion from counsel reasonably acceptable to Atlas Specialty Limited (the "Company") is obtained to the
effect that no such registration is required, and (ii) the transferee is approved by applicable regulatory authorities, if such approval is required and (iii) simultaneously the
appropriate number of shares of any Designated Subsidiary (as such term is defined in the Bye-Laws of the Company and only if the Board of Directors of the Company has constituted any
entity a Designated Subsidiary) is offered, transferred or sold together with each share represented hereby that is proposed to be offered, transferred or sold. The Company reserves the right to
refuse the transfer of such securities until such conditions have been fulfilled. Sections 68 through 70 of the Company's Bye-Laws contain other significant restrictions on transfers of
shares of the Company." 




Any
certificate delivered at any time in exchange or substitution for any certificate bearing such legend or such other legend reasonably deemed appropriate by the Company shall also bear such legend
unless, in the opinion of counsel for the Company, the securities represented thereby need no longer be subject to the restriction contained herein. The provisions of this Paragraph (n) shall
be binding upon all subsequent holders of certificates bearing the above legend. 



        (l)    Withholding.    The Option Holder agrees to make appropriate arrangements with
the
Company for satisfaction of any applicable tax withholding requirements, or similar requirements, arising out of this Agreement. 


        (m)    Incorporation of Provisions.    Sections 11, 12, 14, 15, 16 (first and third
sentences
only), 17, 18, 19, 20, 21 (second sentence only), 22, 23 and 24 of the Employment Agreement (relating, respectively, to excise tax adjustment payments, resolution of disputes, representations,
integration and inconsistencies, assignability, amendments or waivers, notices, severability, beneficiaries/references, governing law, headings and counterparts) shall be deemed incorporated into this
Agreement as if fully set forth herein, with all references to the Executive in such Sections being deemed to be references to the Option Holder. All capitalized terms not defined in this Share
Purchase Option Agreement shall have the meanings set forth in the Employment Agreement. 



16





 

        IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. 



	 	 	Axis Specialty Limited
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
The Option Holder
	 	 	 	 
	

 	
 	

 John R. Charman




17






  



 
 

EXHIBIT B    
    


 
  GOOD REASON    
    


        For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following (without the
Executive's express prior written consent and without full cure within ten days of the Executive giving notice to the Company or the Board, as the case may be, requesting cure): 



	(i)
	(A) The assignment to the Executive of duties materially inconsistent
with the Executive's positions and responsibilities as set forth in Section 2 of the Employment Agreement; (B) any material reduction in the
Executive's authorities or responsibilities; or (C) any removal of the Executive from, or any failure to elect or reelect the Executive to, the
positions of President and Chief Executive Officer or as a member of the Board or of the Executive Committee, except in connection with a termination of the Executive's employment  (w) by the Company
(whether for Cause or without Cause), (x) by either Party for Disability,  (y) by the Executive voluntarily or (z) as a result of the Executive's death;




	(ii)
	(A) Any reduction in the Executive's Base Salary or target bonus
opportunity as a percentage of Base Salary or (B) following any Change in Control, failure to pay the Executive an annual bonus in an amount no
less than the greater of (x) US$1,250,000 and (y) the largest amount awarded to the Executive as
an annual bonus for any of the three years (or such lesser number of years he has then been employed) immediately preceding the year in which a Change in Control occurs and, if applicable, failure to
calculate such bonus in a manner as favorable to the Executive as that used to calculate the most recent annual bonus paid to the Executive prior to the Change in Control;



	(iii)
	The failure by the Company to obtain the specific assumption of this Agreement by any successor to, or assign of, the
Company or any person acquiring all or substantially all of the Company's business or assets;



	(iv)
	Any material breach by the Company or any of its Affiliates of any of its material obligations to the Executive or
members of his family, under this Agreement or otherwise; or



	(v)
	Requiring the Executive to be based at any office or location in violation of Section 2(a) of the Employment
Agreement, except for travel reasonably required in the performance of the Executive's duties. 



18










  



 
 

EXHIBIT C    
    


 
  CHANGE IN CONTROL    
    


        "Change in Control" shall mean the occurrence of any of the following events: 



          (i)  any "person," as such term is used as of November 20, 2001 in
Sections 3(a)(9) and 13(d) of the United States Securities Exchange Act of 1934, becomes a "beneficial owner," as such term is used in
Rule 13d-3 promulgated under that act, of 30% or more of the Voting Stock of the Company, measured either by number of shares or by voting power; 


         (ii)  the majority of the Board consists of individuals other than "Incumbent
Directors," which term means the members of the Board on the November 20, 2001; provided that any person becoming a director subsequent to such date whose election or
nomination for election was supported by two-thirds of the directors who then comprised the Incumbent Directors shall be considered to be an Incumbent Director; 



       (iii)  the Company adopts any plan of liquidation providing for the distribution of all or substantially all of its assets; 


        (iv)  all or substantially all of the assets or business of the Company is disposed of pursuant to an amalgamation, merger,
consolidation or other transaction (unless the shareholders of the Company immediately prior to such merger, consolidation or other transaction beneficially own, directly or indirectly, in
substantially the same proportion as they owned the Voting Stock of the Company, all of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of
the Company); or 


         (v)  the Company combines with another entity and is the surviving entity but, immediately after the combination, the
shareholders of the Company immediately prior to the combination hold, directly or indirectly, 50% or less of the Voting Stock of the combined entity, measured either by number of shares or by voting
power (there being excluded from the Voting Stock held by such shareholders, but not from the Voting Stock of the combined entity, any shares received by Affiliates of such other entity in exchange
for Voting Stock of such other entity). 


For
purposes of the foregoing, "Voting Stock" shall mean capital stock of any class or classes having general voting power under ordinary circumstances,
in the absence of contingencies, to elect members of a board of directors (or equivalent governing person or body) and "Affiliate" of any person shall
mean any person that controls, is controlled by, or is under common control with, such person. 



19













QuickLinks



Exhibit 10.2


EMPLOYMENT AGREEMENT



EXHIBIT A


SHARE PURCHASE OPTION AGREEMENT



EXHIBIT B


GOOD REASON




EXHIBIT C


CHANGE IN CONTROL