exv10w18








    EXHIBIT 10.18



 




    AMENDED
    AND RESTATED

    EMPLOYMENT AGREEMENT



 



    This AMENDED AND RESTATED EMPLOYMENT AGREEMENT
    (“Agreement”) is entered into
    effective as of the 1st day of September, 2008 (the
    “Effective Date”), among HCC, as
    hereinafter defined, and Cory L. Moulton
    (“Executive”). “HCC”
    shall mean HCC Insurance Holdings, Inc., a Delaware
    corporation, and, where applicable, any direct or indirect
    subsidiary of HCC. HCC and Executive are sometimes collectively
    referred to herein as the “Parties” and
    individually as a “Party.”



 




    RECITALS:



 



    WHEREAS, Executive is to be employed as an officer or key
    employee of HCC;



 



    WHEREAS, it is the desire of HCC to engage Executive as
    an officer or key employee;



 



    WHEREAS, Executive is desirous of being employed by HCC
    on the terms herein provided; and



 



    WHEREAS, this Agreement amends and restates that certain
    Employment Agreement (the “Original
    Agreement”) dated effective as of January 1,
    2008 by and among the Executive, HCC and Professional Indemnity
    Agency, Inc., which Original Agreement is deemed to be
    cancelled, terminated and of no further force or effect, as of
    September 1, 2008.



 



    NOW, THEREFORE, in consideration of the foregoing and of
    the respective covenants and agreements set forth below, the
    Parties agree as follows:



 




    AGREEMENT



 


		
	
         1. 
	
    Termination
    of Original Agreement and
    Term.




 



    (a) Effective as of the Effective Date, the Original
    Agreement shall be cancelled, terminated and of no further force
    or effect.



 



    (b) Effective as of the Effective Date, HCC hereby
    employs Executive, and Executive hereby accepts such employment,
    on the terms and conditions set forth herein, for the period
    (the “Term”) commencing on the Effective
    Date and expiring at the earlier to occur of
    (a) 11:59 p.m. on August 31, 2011 (the
    “Expiration Date”) or (b) the
    Termination Date (as hereinafter defined).



 


		
	
         2. 
	
    Duties.




 



    (a) Duties as Executive of
    HCC.  Executive shall, subject to the
    supervision of the Chief Executive Officer of HCC (the
    “CEO”) and the President and Chief
    Operating Officer of HCC (“COO”) or such
    other person designated by the CEO, act as the Executive Vice
    President – U.S. Property and Casualty Operations
    of HCC in the ordinary course of business with all such powers
    reasonably incident to the position or other such
    responsibilities or duties that may be from time to time
    assigned by the CEO or President and COO. Executive may be
    reassigned or transferred to another management position
    provided such position provides the same or greater level of
    responsibility, as designated by the CEO. During normal business
    hours, Executive shall devote his full time and attention to
    diligently attending to the business of HCC. During the Term,
    Executive shall not directly or indirectly render any services
    of a business, commercial, or professional nature to any other
    person, firm, corporation, or organization, whether for
    compensation or otherwise, without the prior written consent of
    the CEO. However, Executive shall have the right to engage in
    such activities as may be appropriate in order to manage his
    personal investments and in educational, charitable and
    philanthropic activities so long as such activities do not
    materially interfere or conflict with the performance of his
    duties to HCC hereunder. The conduct of such activity shall not
    be deemed to materially interfere or conflict with
    Executive’s performance of his duties until Executive has
    been notified in writing thereof and given a reasonable period
    in which to cure the same.













 






    (b) Other Duties.



 



    (1) If elected, Executive agrees to serve as a
    member of such managerial committees of HCC and of any of its
    direct or indirect parents or subsidiaries (collectively,
    “Affiliates”) and in one or more
    executive offices of any of HCC’s Affiliates, provided
    Executive is indemnified for serving in any and all such
    capacities in a manner acceptable to HCC and Executive. If
    elected, Executive agrees that he shall not be entitled to
    receive any compensation for serving as a director of HCC, or in
    any capacities for HCC or its Affiliates other than the
    compensation to be paid to Executive by HCC pursuant to this
    Agreement.



 



    (2) Executive acknowledges and agrees that he has
    read and considered the written business policies and procedures
    of HCC as posted on HCC’s intranet and that he will abide
    by such policies and procedures throughout the term of his
    employment with HCC. Executive further agrees that he will
    familiarize himself with any amendments to the policies and
    procedures and that he will abide by such policies and
    procedures as they may change from time to time.



 


		
	
         3. 
	
    Compensation
    and Related
    Matters.




 



    (a) Base Salary.  Executive shall
    receive an initial base salary paid by HCC of $525,000 per year
    during each year of the Term. At the sole discretion of HCC, the
    base salary may be increased. For purposes of this Agreement,
    “Base Salary” shall mean
    Executive’s initial base salary or, if increased, then the
    increased base salary. The Base Salary shall be paid in
    substantially equal semi-monthly installments.



 



    (b) Bonus Plan.



 



    (1) During the Term, Executive shall be eligible to
    receive, in addition to the Base Salary, an annual cash
    and/or stock
    bonus payment in an amount, which may be zero, to be determined
    at the sole discretion of the CEO in accordance with HCC’s
    policies. The CEO or such other person may unilaterally reduce
    or eliminate any annual bonus payment, if any, up until the time
    the bonus is actually paid (and notwithstanding any earlier,
    tentative determination of the bonus amount). Subject to
    Sections 4(c) and 4(d), no
    bonus payment shall be paid to Executive for a year if
    Executive’s Termination Date occurs at any time during such
    year. Moreover, even if Executive is employed by HCC on the last
    day of the year for which a bonus may be payable, Executive
    shall not be eligible for the payment of bonus compensation for
    such year if this Agreement or his employment with HCC
    terminates for any reason, other than Death or Disability, prior
    to the payment of such bonus compensation. Such bonus shall not
    exceed two hundred percent (200%) of Executive’s Base
    Salary for the bonus year.



 



    (2) Notwithstanding
    Section 3(b)(1), Executive’s bonus
    payment for the bonus year ending December 31, 2008 shall
    be not less than $400,000 and shall be paid in cash. Such
    payment shall occur after December 31, 2008 and on or
    before March 15, 2009.



 



    (c) Expenses.  During the Term,
    Executive shall be entitled to receive prompt reimbursement for
    all reasonable business expenses incurred by him (in accordance
    with the policies and procedures established by HCC) in
    performing services hereunder, provided that Executive properly
    accounts therefor in accordance with HCC policy.



 



    (d) Other Benefits.  From time to
    time HCC may make available other compensation and employee
    benefit plans and arrangements. Executive shall be eligible to
    participate in such other compensation and employee benefit
    plans and arrangements on the same basis as similarly situated
    employees, subject to and on a basis consistent with the terms,
    conditions, and overall administration of such plans and
    arrangements, as amended from time to time. Nothing in this
    Agreement shall be deemed to confer upon Executive or any other
    person (including any beneficiary) any rights under or with
    respect to any such plan or arrangement or to amend any such
    plan or arrangement, and Executive and each other person
    (including any beneficiary) shall be entitled to look only to
    the express terms of any such plan or arrangement for his or her
    rights thereunder. Nothing paid to Executive under any such plan
    or arrangement presently in effect or made available in the
    future shall be deemed to be in lieu of the Base Salary payable
    to Executive pursuant to Section 3(a).




    

    2








 






    (e) PTO (Paid Time Off).  Executive
    shall be entitled to twenty-five (25) PTO days per year
    during the Term and any accrual of PTO shall terminate upon
    termination of Executive’s employment. PTO days taken
    during the Term shall be charged to Executive’s then
    accrued PTO. In no event shall any unused PTO carry over from
    year-to-year.
    For purposes of this Paragraph, weekends shall not count as PTO
    days, and Executive shall also be entitled to all paid holidays
    given by the Company to its senior executive officers.



 



    (f) Perquisites.  During the Term,
    Executive shall be entitled to receive the perquisites provided
    for on Appendix 1 hereof.



 



    (g) Proration.  The Base Salary and
    perquisites payable to Executive hereunder in respect of any
    calendar year during which Executive is employed by HCC for less
    than the entire year, unless otherwise provided on
    Appendix 1, shall be prorated in accordance
    with the number of days in such calendar year during which he is
    so employed.



 



    (h) Stock Options.  Stock options,
    if any, issued to Executive during the Term shall be issued
    under a stock option agreement containing terms with respect to
    vesting and exercise upon the occurrence of certain termination
    events that are substantially the same as those set forth on
    Exhibit 3(h) hereto, subject to any then
    required approval by the Compensation Committee of the Board.



 


		
	
         4. 
	
    Termination.




 



    (a) Definitions.



 



    (1) “Cause” shall mean:



 



    (i) Executive’s failure or refusal to perform
    substantially his material duties, responsibilities and
    obligations (other than a failure resulting from the
    Executive’s incapacity due to physical or mental illness or
    other reasons beyond the control of the Executive) as determined
    in the sole discretion of the CEO;



 



    (ii) any act involving fraud, misrepresentation, theft,
    embezzlement, dishonesty or moral turpitude
    (“Fraud”) which results in material harm
    to HCC;



 



    (iii) conviction of (or a plea of nolo contendere)
    to an offense which is a felony in the jurisdiction or which is
    a misdemeanor in the jurisdiction involved but which involves
    Fraud;



 



    (iv) a material breach of this Agreement by the Executive,
    including without limitation, any breach of the non-competition
    or confidentiality provisions of this Agreement; or



 



    (v) Executive’s failure to act or discharge or
    negligently acting or discharging any material part of his
    duties or obligations as determined in the sole discretion of
    the CEO.



 



    Provided that in the event that any of the foregoing events is
    capable of being cured, HCC shall provide written notice to the
    Executive describing the nature of such event and the Executive
    shall thereafter have ten (10) calendar days to cure such
    event to the satisfaction of HCC.



 



    (2) A “Disability”
    shall mean the inability of Executive to engage in any
    substantial gainful activity by reason of any medically
    determinable physical or mental impairment that can be expected
    to result in death or can be expected to last for a continuous
    period of not less than twelve (12) months. Executive shall
    be considered to have a Disability (i) if he is determined
    to be totally disabled by the Social Security Administration or
    (ii) if he is determined to be disabled under HCC’s
    long-term disability plan in which Executive participates and if
    such plan defines “disability” in a manner that is
    consistent with the immediately preceding sentence.



 



    (3) A “Good Reason”
    shall mean any of the following (without
    Executive’s express written consent):



 



    (i) A material diminution in Executive’s Base Salary;




    

    3








 






    (ii) Executive’s involuntary relocation to any place
    exceeding a distance of 50 miles from the place of
    Executive’s normal place of employment on the Effective
    Date, except for reasonably required travel by Executive on
    HCC’s business; or



 



    (iii) Any material breach by HCC of any material provision
    of this Agreement.



 



    However, Good Reason shall exist with respect to an above
    specified matter only if such matter is not corrected by HCC
    within thirty (30) days after HCC’s receipt of written
    notice of such matter from Executive. Any such notice from
    Executive must be provided within thirty (30) days after
    the initial existence of the specified event. In no event shall
    a termination by Executive occurring more than ninety
    (90) days following the initial date of the event described
    be a termination for Good Reason due to such event, whether that
    event is corrected or not.



 



    (4) “Termination Date” shall
    mean the date Executive’s employment with HCC terminates or
    is terminated for any reason pursuant to this Agreement.



 



    (5) A “Change of Control”
    shall be deemed to have occurred if:



 



    (i) Any “person” or “group” (within the
    meaning of Sections 13(d) and 14(d)(2) of the Securities
    Exchange Act of 1934) other than a trustee or other
    fiduciary holding securities under an employee benefit plan of
    HCC becomes the “beneficial owner” (as defined in
    Rule 13d-3
    under the Securities Exchange Act of 1934), directly or
    indirectly, of 50% or more of HCC’s then outstanding voting
    common stock; or



 



    (ii) The shareholders of HCC approve a merger or
    consolidation of HCC with any other corporation, other than a
    merger or consolidation (a) in which a majority of the
    directors of the surviving entity were directors of HCC prior to
    such consolidation or merger, or (b) which would result in
    the voting securities of HCC outstanding immediately prior
    thereto continuing to represent (either by remaining outstanding
    or by being changed into voting securities of the surviving
    entity) more than 50% of the combined voting power of the voting
    securities of the surviving entity outstanding immediately after
    such merger or consolidation; or



 



    (iii) The shareholders approve a plan of complete
    liquidation of HCC or an agreement for the sale or disposition
    by HCC of all or substantially all of HCC’s assets.



 



    (6) “Special Reason” shall mean
    Executive’s continued employment by HCC in the position of
    Executive Vice President – U.S. Property and
    Casualty Operations of HCC after December 31, 2009.
    However, Special Reason shall exist only if HCC retains
    Executive in such position beyond thirty (30) days after
    HCC’s receipt of written notice of such matter from
    Executive. Any such notice from Executive must be provided
    during the period beginning on December 1, 2009 and ending
    on December 31, 2009. In no event shall a voluntary
    termination of employment with HCC by Executive occurring more
    than ninety (90) days following December 31, 2009 be a
    termination for Special Reason due to retention in such
    position, whether corrected or not.



 



    (b) Termination Without Cause or for Good Reason:
    Benefits.  In the event HCC involuntarily
    terminates Executive’s employment with HCC without Cause or
    if Executive terminates employment with HCC for Good Reason (a
    “Termination Event”), this Agreement
    shall terminate and Executive shall be entitled to the following
    severance benefits:



 



    (1) An amount equal to the Base Salary (as defined
    in Section 3(a)) that would have been payable
    after the Termination Date and before the Expiration Date, at
    the rate in effect immediately prior to the Termination Event,
    payable in a lump sum discounted at the rate of return on
    90-day
    Treasury bills in existence on the Termination Date to take into
    consideration the lump sum early payment within ninety
    (90) days after the Termination Date; provided that such
    payment shall in any event occur on or after such Termination
    Date and before March 15 of the year following the year
    containing such Termination Date;




    

    4








 






    (2) Payment of all accrued Base Salary and
    unreimbursed business expenses through the Termination Date in
    accordance with Section 3(c). Such amounts
    shall be paid to Executive in a lump sum in cash within thirty
    (30) days after the Termination Date; and



 



    (3) Executive shall be free to accept other
    employment during such period, and other than as set forth
    herein, there shall be no offset of any employment compensation
    earned by Executive in such other employment during such period
    against payments due Executive under this
    Section 4, and there shall be no offset in
    any compensation received from such other employment against the
    severance benefits set forth above, unless the Executive is
    employed in a position of competing with HCC as described in
    Section 5 below.



 



    (c) Termination In Event of Death:
    Benefits.  If Executive’s employment with
    HCC is terminated by reason of Executive’s death during the
    Term, this Agreement shall terminate without further obligation
    to Executive’s legal representatives under this Agreement,
    other than for payment of all accrued Base Salary through the
    Termination Date, unreimbursed business expenses through the
    Termination Date in accordance with
    Section 3(c), the amount of any bonus under
    Section 3(b) that relates to a prior year and
    that is unpaid as of the date of death, and an amount equal to
    six (6) months’ Base Salary. Such amounts shall be
    paid to Executive’s estate in a lump sum in cash within
    ninety (90) days after the date of death; provided that
    such payment shall in any event occur on or after such date of
    death and before March 15 of the year following the year of
    death. Executive shall be entitled to consideration for a bonus
    payment under Section 3(b) with respect to
    the year in which Executive dies; provided that the payment of
    any such bonus, if any, shall in any event occur on or after
    such date of death and before March 15 of the year following the
    year of death.



 



    (d) Termination In Event of Disability:
    Benefits.  If Executive’s employment with
    HCC is terminated by reason of Executive’s Disability
    during the Term, this Agreement shall terminate, but HCC shall
    pay the Executive all accrued Base Salary through the
    Termination Date, unreimbursed business expenses through the
    Termination Date in accordance with
    Section 3(c), the amount of any bonus under
    Section 3(b) that relates to a prior year and
    that is unpaid as of the date of Disability, and an amount equal
    to six (6) months’ Base Salary. Such amounts shall be
    paid to Executive in a lump sum in cash within ninety
    (90) days after the Termination Date due to Disability;
    provided that such payment shall in any event occur on or after
    such Termination Date and before March 15 of the year following
    the year containing such Termination Date. Executive shall be
    entitled to consideration for a bonus payment under
    Section 3(b) with respect to the year in
    which Executive’s employment terminates due to Disability;
    provided that any payment of such bonus, if any, shall in any
    event occur on or after such Termination Date and before March
    15 of the year following the year containing such Termination
    Date.



 



    (e) Voluntary Termination by Executive and
    Termination for Cause: Benefits.  Executive
    may voluntarily terminate his employment with HCC without Good
    Reason and without Special Reason by giving written notice of
    his intent and stating an effective Termination Date at least
    ninety (90) days after the date of such notice;
    provided, however, that HCC may accelerate such effective
    date by paying Executive through the proposed Termination Date
    (but not to exceed ninety (90) days). Upon such a
    termination by Executive or upon termination of Executive’s
    employment with HCC for Cause by HCC, this Agreement shall
    terminate and HCC shall pay to Executive all accrued Base Salary
    and all unreimbursed business expenses through the Termination
    Date in accordance with Section 3(c). Such
    amounts shall be paid to Executive in a lump sum in cash within
    thirty (30) days after the Termination Date. Executive
    shall have no entitlement to any bonus for the year in which the
    Termination Date occurs or for any unpaid bonus for the prior
    year.



 



    (f) Voluntary Termination by Executive after a Change
    of Control: Benefits.  If Executive’s
    authority, duties, or responsibilities are materially diminished
    within twelve (12) months after a Change of Control occurs,
    Executive notifies HCC of such diminution within thirty
    (30) days, and HCC does not fully correct the condition
    within thirty (30) days after receiving such notice,
    Executive may voluntarily terminate his employment with HCC and
    shall be entitled to the following severance benefits:



 



    (1) An amount equal to the Base Salary (as defined
    in Section 3(a)) that would have been payable
    after the Termination Date and before the Expiration Date, at
    the rate in effect immediately prior to the Termination Date,
    payable in a lump sum discounted at the rate of return on
    90-day
    Treasury bills




    

    5








 






    in existence on the Termination Date to take into consideration
    the lump sum early payment within ninety (90) days after
    the Termination Date; provided that such payment shall in any
    event occur on or after such Termination Date and before March
    15 of the year following the year containing such Termination
    Date;



 



    (2) All unreimbursed business expenses through the
    Termination Date in accordance with
    Section 3(c). Such amounts shall be paid to
    Executive in a lump sum in cash within thirty (30) days
    after the Termination Date; and



 



    (3) Executive shall be free to accept other
    employment during such period, and other than as set forth
    herein, there shall be no offset of any employment compensation
    earned by Executive in such other employment during such period
    against payments due Executive under this
    Section 4, and there shall be no offset in
    any compensation received from such other employment against the
    severance benefits set forth above, unless the Executive is
    employed in a position of competing with HCC as described in
    Section 5, below.



 



    (g) Voluntary Termination by Executive for Special
    Reason: Benefits.  If Executive voluntarily
    terminates employment with HCC for Special Reason, this
    Agreement shall terminate and Executive shall be entitled to the
    following separation benefits:



 



    (1) An amount equal to the Base Salary (as defined
    in Section 3(a)) that would have been payable
    after the Termination Date and before the Expiration Date, at
    the rate in effect immediately prior to the Termination Date,
    payable in a lump sum discounted at the rate of return on
    90-day
    Treasury bills in existence on the Termination Date to take into
    consideration the lump sum early payment within ninety
    (90) days after the Termination Date; provided that such
    payment shall in any event occur on or after such Termination
    Date and before March 15 of the year following the year
    containing such Termination Date; provided, however, that if
    upon the Termination Date Executive is a “specified
    employee” within the meaning of Code section 409A,
    then payment of such amount shall be deferred until the date
    that is six (6) months following the Termination Date in
    accordance with Section 17(a). Executive
    shall not have the right to designate the taxable year of such
    payment;



 



    (2) Payment of all accrued Base Salary and
    unreimbursed business expenses through the Termination Date in
    accordance with Section 3(c). Such amounts
    shall be paid to Executive in a lump sum in cash within thirty
    (30) days after the Termination Date; and



 



    (3) Executive shall be free to accept other
    employment during such period, and other than as set forth
    herein, there shall be no offset of any employment compensation
    earned by Executive in such other employment during such period
    against payments due Executive under this
    Section 4, and there shall be no offset in
    any compensation received from such other employment against the
    severance benefits set forth above, unless the Executive is
    employed in a position of competing with HCC as described in
    Section 5 below.



 



    (h) Director and Officer
    Positions.  Executive agrees that upon
    termination of employment, for any reason, Executive will
    immediately tender his resignation from any and all Board or
    officer positions held with HCC
    and/or any
    of its Affiliates.



 



    5. Non-Competition, Non-Solicitation and
    Confidentiality.  HCC agrees to give Executive
    access to Confidential Information (including, without
    limitation, Confidential Information, as defined below, of
    HCC’s Affiliates) that Executive has not had access to or
    knowledge of before the execution of this Agreement. At the time
    this Agreement is made, HCC agrees to provide Executive with
    initial and ongoing Specialized Training, which Executive has
    not had access to or knowledge of before the execution of this
    Agreement. “Specialized Training”
    includes the training HCC provides to its employees that is
    unique to its business and enhances Executive’s ability to
    perform Executive’s job duties effectively. Specialized
    Training includes, without limitation, orientation training;
    sales methods/techniques training; operation methods training;
    and computer and systems training.




    

    6








 






    (a) Non-Competition During
    Employment.  Executive agrees that, in
    consideration for HCC’s promise to provide Executive with
    Confidential Information and Specialized Training, during the
    Term, he will not compete with HCC by engaging in the
    conception, design, development, production, marketing, or
    servicing of any product or service that is substantially
    similar to the products or services which HCC provides, and that
    he will not work for, in any capacity, assist, or become
    affiliated with as an owner, partner, etc., either directly or
    indirectly, any individual or business which offers or performs
    services, or offers or provides products substantially similar
    to the services and products provided by HCC; provided,
    however, Executive shall not be prevented from owning no
    more than 2% of any company whose stock is publicly traded.



 



    (b) Conflicts of
    Interest.  Executive agrees that during the
    Term, he will not engage, either directly or indirectly, in any
    activity (a “Conflict of Interest”) that
    might adversely affect HCC or its Affiliates, including
    ownership of a material interest in any supplier, contractor,
    distributor, subcontractor, customer or other entity with which
    HCC and/or
    its Affiliates does business or accepting any material payment,
    service, loan, gift, trip, entertainment, or other favor from a
    supplier, contractor, distributor, subcontractor, customer or
    other entity with which HCC does business, and that Executive
    will promptly inform the CEO as to each offer received by
    Executive to engage in any such activity. Executive further
    agrees to disclose to HCC any other facts of which Executive
    becomes aware which in Executive’s good faith judgment
    could reasonably be expected to involve or give rise to a
    Conflict of Interest or potential Conflict of Interest.



 



    (c) Non-Competition After
    Termination.  Executive agrees that in order
    to protect HCC’s Confidential Information, it is necessary
    to enter into the following restrictive covenant, which is
    ancillary to the enforceable promises between HCC and Executive
    otherwise contained in this Agreement. Executive agrees that
    Executive shall not, at any time during the Restricted Period
    (as hereinafter defined), within any of the markets in which HCC
    has sold products or services or formulated a plan to sell
    products or services into a market during the last twelve
    (12) months of Executive’s employ, engage in or
    contribute Executive’s knowledge to any work which is
    competitive with or similar to a product, process, apparatus,
    service, or development on which Executive worked while employed
    by HCC. It is understood that the geographical area set forth in
    this covenant is divisible so that if this clause is invalid or
    unenforceable in an included geographic area, that area is
    severable and the clause remains in effect for the remaining
    included geographic areas in which the clause is valid. For the
    purpose of this Agreement, “Restricted Period”
    means a period of twelve (12) months after
    termination of Executive’s employment with HCC; provided
    that if Executive continues to be Executive Vice
    President – U.S. Operations of HCC after
    December 31, 2009, such period shall be six
    (6) months. The Restricted Period shall commence at the
    time Executive ceases to be a full-time employee of HCC.



 



    (d) Confidential
    Information.  Executive agrees that he will
    not, except as the HCC may otherwise consent or direct in
    writing, reveal or disclose, sell, use, lecture upon, publish or
    otherwise disclose to any third party any Confidential
    Information or proprietary information of HCC, or authorize
    anyone else to do these things at any time either during or
    subsequent to his employment with HCC. This Paragraph shall
    continue in full force and effect after termination of
    Executive’s employment and after the termination of this
    Agreement. Executive’s obligations under this Paragraph
    with respect to any specific Confidential Information and
    proprietary information shall cease when that specific portion
    of the Confidential Information and proprietary information
    becomes publicly known, in its entirety and without combining
    portions of such information obtained separately. It is
    understood that such Confidential Information and proprietary
    information of HCC includes matters that Executive conceives or
    develops, as well as matters Executive learns from other
    employees of HCC. “Confidential Information”
    is defined to include information: (1) disclosed to
    or known by Executive as a consequence of or through his
    employment with HCC; (2) not generally known outside HCC;
    and (3) that relates to any aspect of HCC, its Affiliates
    or their business, finances, operation plans, budgets, research,
    or strategic development. “Confidential
    Information” includes, but is not limited to,
    HCC’s and its Affiliates’ trade secrets, proprietary
    information, financial documents, long range plans, customer
    lists, employer compensation, marketing strategy, data bases,
    costing data, computer software developed by HCC or its
    Affiliates, investments made by HCC or its Affiliates, and any
    information provided




    

    7








 






    to HCC or its Affiliates by a third party under restrictions
    against disclosure or use by HCC, its Affiliates or others.



 



    (e) Non-Solicitation.  To protect
    the HCC’s Confidential Information, and in the event of
    Executive’s termination of employment for any reason
    whatsoever, whether by Executive or HCC, it is necessary to
    enter into the following restrictive covenant, which is
    ancillary to the enforceable promises between HCC and Executive
    otherwise contained in this Agreement. Executive covenants and
    agrees that during Executive’s employment and for a period
    of twenty-four (24) months from the date of termination of
    Executive’s employment for any reason (the
    “Non-Solicitation Period”), Executive
    will not, directly or indirectly, either individually or as a
    principal, partner, agent, consultant, contractor, employee or
    as a director or officer of any corporation or association, or
    in any other manner or capacity whatsoever, except on behalf of
    HCC and/or
    its Affiliates, solicit business, or attempt to solicit
    business, and products or services competitive with products or
    services sold by HCC, from HCC’s clients or customers, or
    those individuals or entities with whom HCC did business during
    Executive’s employment. Executive further agrees that
    during Executive’s employment and for the Non-Solicitation
    Period, Executive will not, either directly or indirectly, or by
    acting in concert with others, solicit or influence any HCC or
    HCC Affiliate employee to leave HCC’s employment.



 



    (f) Return of Documents, Equipment,
    Etc.  All writings, records, and other
    documents and things comprising, containing, describing,
    discussing, explaining, or evidencing any Confidential
    Information, and all equipment, components, parts, tools, and
    the like in Executive’s custody or possession that have
    been obtained or prepared in the course of Executive’s
    employment with HCC shall be the exclusive property of HCC,
    shall not be copied
    and/or
    removed from the premises of HCC, except in pursuit of the
    business of HCC, and shall be delivered to HCC, without
    Executive retaining any copies, upon notification of the
    termination of Executive’s employment or at any other time
    requested by HCC. HCC shall have the right to retain, access,
    and inspect all property of Executive of any kind in the office,
    work area, and on the premises of HCC upon termination of
    Executive’s employment and at any time during employment by
    HCC to ensure compliance with the terms of this Agreement.



 



    (g) Reaffirm Obligations.  Upon
    termination of Executive’s employment with HCC, Executive,
    if requested by HCC, shall reaffirm in writing Executive’s
    recognition of the importance of maintaining the confidentiality
    of HCC’s Confidential Information and proprietary
    information, and reaffirm any other obligations set forth in
    this Agreement.



 



    (h) Prior Disclosure.  Executive
    represents and warrants that Executive has not used or disclosed
    any Confidential Information he may have obtained from HCC prior
    to signing this Agreement, in any way inconsistent with the
    provisions of this Agreement.



 



    (i) No Previous Restrictive
    Agreements.  Executive represents that, except
    as disclosed in writing to HCC, Executive is not bound by the
    terms of any agreement with any previous employer or other party
    to refrain from using or disclosing any trade secret or
    confidential or proprietary information in the course of
    Executive’s employment by HCC or to refrain from competing,
    directly or indirectly, with the business of such previous
    employer or any other party. Executive further represents that
    Executive’s performance of all the terms of this Agreement
    and Executive’s work duties for HCC does not and will not
    breach any agreement to keep in confidence proprietary
    information, knowledge or data acquired by Executive in
    confidence or in trust prior to Executive’s employment with
    HCC, and Executive will not disclose to HCC or induce HCC to use
    any confidential or proprietary information or material
    belonging to any previous employer or other party.



 



    (j) Breach.  Executive agrees that
    any breach of Sections 5(a) through
    (f) above cannot be remedied solely by money
    damages, and that in addition to any other remedies HCC may
    have, HCC is entitled to obtain injunctive relief against
    Executive. Nothing herein, however, shall be construed as
    limiting HCC’s right to pursue any other available remedy
    at law or in equity, including recovery of damages and
    termination of this Agreement
    and/or any
    termination or offset against any payments that may be due
    pursuant to this Agreement.




    

    8








 






    (k) Right to Enter Agreement; Payment of
    Loans.  Executive represents and covenants to
    HCC that he has full power and authority to enter into this
    Agreement and that the execution and performance of this
    Agreement will not breach or constitute a default of any other
    agreement or contract to which he is a party or by which he is
    bound. Executive further acknowledges that he has repaid all
    outstanding loans from HCC prior to entering into this Agreement.



 



    (l) Enforceability.  The agreements
    contained in this Section 5 are independent
    of the other agreements contained herein. Accordingly, failure
    of HCC to comply with any of its obligations outside of this
    Section does not excuse Executive from complying with the
    agreements contained herein.



 



    (m) Survivability.  The agreements
    contained in this Section 5 shall survive the
    termination of this Agreement for any reason.



 



    (n) Reformation.  If a court
    concludes that any time period or the geographic area specified
    in Sections 5(c) or (e) of
    this Agreement are unenforceable, then the time period will be
    reduced by the number of months, or the geographic area will be
    reduced by the elimination of the overbroad portion, or both, so
    that the restrictions may be enforced in the geographic area and
    for the time to the fullest extent permitted by law.



 



    6. Assignment.  This Agreement, and
    any rights and obligations hereunder, may not be assigned by
    Executive and may be assigned by HCC only to a successor by
    merger or purchasers of substantially all of the assets of HCC.
    HCC shall obtain the assumption and performance of this
    Agreement by any such successor or purchasers; provided,
    however, that such commitment by HCC (including a failure to
    satisfy such commitment) shall not give Executive the right to
    object to or enjoin any transaction among HCC, any of its
    Affiliates, and any such successor or purchasers. To the extent
    a failure by HCC to satisfy the foregoing commitment constitutes
    a material breach of this Agreement and to the extent not cured
    in accordance with Section 4(a)(3), such
    failure shall constitute “Good Reason” pursuant to
    Section 4(a)(3)(iii).



 



    7. Binding Agreement.  Executive
    understands that his obligations under this Agreement are
    binding upon Executive’s heirs, successors, personal
    representatives, and legal representatives.



 



    8. Notices.  All notices pursuant
    to this Agreement shall be in writing and sent certified mail,
    return receipt requested, addressed as set forth below, or by
    delivering the same in person to such party, or by transmission
    by facsimile to the number set forth below (which shall not
    constitute notice). Notice deposited in the United States Mail,
    mailed in the manner described hereinabove, shall be effective
    upon deposit. Notice given in any other manner shall be
    effective only if and when received:



 


	 	 	 
	

    If to Executive:


	
 
	
    Cory Moulton

    23 Saddle Ridge Road

    Pound Ridge, NY 10576-1111


	

    If to HCC:


	
 
	
    HCC Insurance Holdings, Inc.

    13403 Northwest Freeway

    Houston, Texas 77040

    Attn:  General Counsel

    Fax: (713) 744-9648









 



    9. Waiver.  No waiver by either
    party to this Agreement of any right to enforce any term or
    condition of this Agreement, or of any breach hereof, shall be
    deemed a waiver of such right in the future or of any other
    right or remedy available under this Agreement.



 



    10. Severability.  If any provision
    of this Agreement is determined to be void, invalid,
    unenforceable, or against public policy, such provisions shall
    be deemed severable from the Agreement, and the remaining
    provisions of the Agreement will remain unaffected and in full
    force and effect.



 



    11. Entire Agreement.  The terms
    and provisions contained herein shall constitute the entire
    agreement between the parties with respect to Executive’s
    employment with HCC during the time period covered by this
    Agreement. This Agreement replaces and supersedes any and all
    existing agreements entered into between Executive and HCC
    relating generally to the same subject matter, if any, and shall
    be binding upon




    

    9








 






    Executive’s heirs, executors, administrators, or other
    legal representatives or assigns. Without limiting the
    foregoing, after the Effective Date Executive shall have no
    right to any benefit, compensation, or remuneration under the
    Original Agreement.



 



    12. Modification of
    Agreement.  This Agreement may not be changed
    or modified or released or discharged or abandoned or otherwise
    terminated, in whole or in part, except by an instrument in
    writing signed by Executive and an officer or other authorized
    executive of HCC.



 



    13. Understand
    Agreement.  Executive represents and warrants
    that he has read and understood each and every provision of this
    Agreement, and Executive understands that he has the right to
    obtain advice from legal counsel of his choice, if necessary and
    desired, in order to interpret any and all provisions of this
    Agreement, and that Executive has freely and voluntarily entered
    into this Agreement.



 



    14. Governing Law.  This Agreement
    shall be governed by and construed in accordance with the laws
    of the State of Texas, without regard to the conflicts of laws
    principles thereof.



 



    15. Jurisdiction and Venue.  With
    respect to any litigation regarding this Agreement, Executive
    agrees to venue in the state or federal courts in Harris County,
    Texas, and agrees to waive and does hereby waive any defenses
    and/or
    arguments based upon improper venue
    and/or lack
    of personal jurisdiction. By entering into this Agreement,
    Executive agrees to personal jurisdiction in the state and
    federal courts in Harris County, Texas.



 



    16. Tolling.  If Executive violates
    any of the restrictions contained in
    Sections 5(c) or (e), the
    Restricted Period and the Non-Solicitation Period, respectively,
    will be suspended and will not run in favor of Executive from
    the time of the commencement of any violation until the time
    when Executive cures the violation to HCC’s satisfaction.



 



    17. Compliance With Section 409A.



 



    (a) Delay in
    Payments.  Notwithstanding anything to the
    contrary in this Agreement, (i) if upon the Termination
    Date, Executive is a “specified employee” within the
    meaning of Section 409A of the Internal Revenue Code of
    1986, as amended, or any regulations or Treasury guidance
    promulgated thereunder (the “Code”) and
    the deferral of any amounts otherwise payable under this
    Agreement as a result of Executive’s termination of
    employment is necessary in order to prevent any accelerated or
    additional tax to Executive under Code Section 409A, then
    HCC will defer the payment of any such amounts hereunder until
    the date that is six (6) months following the date of
    Executive’s termination of employment with HCC, at which
    time any such delayed amounts will be paid to Executive in a
    single lump sum, with interest from the date otherwise payable
    at the United States prime rate as published in the “Money
    Rates” section of The Wall Street Journal on the first
    publication date coincident with or immediately following the
    Termination Date, and (ii) if any other payments of money
    or other benefits due to Executive hereunder could cause the
    application of an accelerated or additional tax under Code
    Section 409A, such payments or other benefits shall be
    deferred if deferral will make such payment or other benefits
    compliant under Code Section 409A and if this
    subsection (ii) does not otherwise cause the application of
    an accelerated or additional tax under Code Section 409A.



 



    (b) Overall Compliance.  To the
    extent any provision of this Plan or any omission
    from the Plan would (absent this
    Section 17(b)) cause amounts to be includable
    in income under Code section 409A(a)(1), the Plan shall be
    deemed amended to the extent necessary to comply with the
    requirements of Code section 409A; provided,
    however, that this Section 17(b) shall
    not apply and shall not be construed to amend any provision of
    the Plan to the extent this Section 17(b) or
    any amendment required thereby would itself cause any amounts to
    be includable in income under Code section 409A(a)(1).



 



    (c) Reformation.  If any provision
    of this Agreement would cause Executive to occur any additional
    tax under Code Section 409A, the parties will in good faith
    attempt to reform the provision in a manner that maintains, to
    the extent possible, the original intent of the applicable
    provision without violating the provision of Code
    Section 409A.



 




    [signature
    page follows]




    

    10








 






    IN WITNESS WHEREOF, the Parties have executed this
    Agreement in multiple copies, effective as of the date first
    written above.



 


	 	 	 	 	 	 	 
	
 
	
 
	
 

	
    EXECUTIVE:
	
 
	
    HCC:

    HCC Insurance Holdings, Inc.

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	
    /s/  Cory
    L. Moulton


    
Cory
    L. Moulton
	
 
	
    By:
	
 
	
    /s/  Frank
    J. Bramanti


    
Frank
    J. Bramanti,

    Chief Executive Officer

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Date:
	
 
	
    Aug. 22,
    2008


    

	
 
	
    Date:
	
 
	
    October 22,
    2008


    


	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
    Acknowledged by:

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
    By:
	
 
	
    /s/  John
    N. Molbeck, Jr.


    
John
    N. Molbeck, Jr.,

    President and Chief Operating Officer

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
    Date:
	
 
	
    Aug. 22,
    2008


    










 












 







    APPENDIX 1

    PERQUISITES



 



    1. Executive shall be entitled to a company-provided
    membership (to be owned by Executive) at one country club and
    one health club to be agreed by the HCC CEO. Monthly dues for
    such memberships shall be paid by the Company and shall not
    exceed $12,000 per year, and the initial membership costs
    associated with such two memberships shall not exceed $100,000
    in the aggregate.



 



    2. First class domestic business travel and club class
    international business travel using upgrades through HCC travel
    department.



 



    3. $1 million term life policy.



 



    4. Benefits in connection with Executive’s relocation
    to Houston, Texas, which shall include a resale guarantee
    relating to Executive’s sale of his residence in Pound
    Ridge, NY, in accordance with the terms of that certain
    Relocation Policy and Reimbursement Agreement
    (“Relocation Agreement”) to be entered
    into contemporaneously herewith.













 







    Exhibit 3(h)



 




    Option
    Vesting and Exercise Provisions



 




    Termination
    of
    Employment.
    



 



    1. In the event the employment of the Employee is
    terminated by the Employee for Good Reason or for Special Reason
    (as such terms are defined in the Amended and Restated
    Employment Agreement between the Company and the Employee
    entered into effective as of September 1, 2008 (the
    “Employment Agreement”)) or by the Company
    without Cause (as such term is defined in the Employment
    Agreement), the Employee shall have the right to exercise this
    option for the full number of shares not previously exercised or
    any portion thereof, except as to the issuance of fractional
    shares, to the full extent of this option at any time within the
    unexpired term of this option.



 



    2. In the event the employment of the Employee is
    terminated for Cause or by Employee without Good Reason or
    Special Reason, the Employee shall have the right at any time
    within thirty (30) days after the termination of such
    employment or, if shorter, during the unexpired term of this
    option, to exercise this option for the full number of shares
    not previously exercised or any portion thereof, except as to
    the issuance of fractional shares, but only to the extent this
    option was otherwise exercisable in accordance with
    Paragraph 4 hereof as of the date of such termination of
    employment.



 



    3. In the event the employment of the Employee is
    terminated by reason of Disability, then the Employee shall have
    the right to exercise this option for the full number of shares
    not previously exercised or any portion thereof, except as to
    the issuance of fractional shares, to the full extent of this
    option at any time within the unexpired term of this option.



 



    4. In the event of the death of the Employee while in the
    employ of the Company or the Subsidiaries, this option may be
    exercised for the full number of shares not previously
    exercised, or any portion thereof, except as to the issuance of
    fractional shares, to the full extent of this option at any time
    within the unexpired term of this option, by the person or
    persons to whom the Employee’s rights under this option
    shall pass by the Employee’s will or by the laws of descent
    and distribution, whichever is applicable.



 



    5. In the event the Employee terminates his employment on a
    Change of Control (as defined in the Employment Agreement), then
    the Employee shall have the right to exercise this option for
    the full number of shares not previously exercised or any
    portion thereof, except as to the issuance of fractional shares,
    to the full extent of this option at any time within the
    unexpired term of this option.



 


 




    Exhibit 3(h)













 







    Relocation
    Policy and Reimbursement Agreement



 



    This Agreement is effective as of the date signed. It is between
    HCC Insurance Holdings, Inc. (the “Company” or
    “HCC”) and Cory L. Moulton (“You”,
    “Your”, or “Employee”).



 



    HCC has agreed to spend a substantial sum of money for the
    purpose of relocating you and your legally-recognized immediate
    family members who currently live with you to the Houston, Texas
    area (“Houston”).



 



    The Company will reimburse you for reasonable and proper amounts
    or provide advance assistance of expenses incurred as a result
    of your relocation from your current place of residence to
    Houston.



 



    You are eligible to have your relocation expenses reimbursed
    after relocating from your former residence to Houston, Texas.
    All relocation expenses should be filed separately from other
    types of reimbursable business expenses and should be clearly
    marked “Relocation Expenses.”



 



    The Administration Department will assist relocating employees
    to facilitate their move. Please contact the Administration
    Department (Debbie Riffe, Vice President of Administration
    713-744-9634)
    to obtain the names of outside services, such as movers and real
    estate brokers, to help you relocate.



 



    The Internal Revenue Service (IRS) requires that certain
    relocation and moving expenses paid to and on behalf of an
    employee be included as regular income and reflected on the
    employee’s
    W-2. The
    Company includes these amounts, when applicable, on the
    employee’s
    W-2 summary
    of earnings. The employee is allowed to deduct certain moving
    expenses (other than those reimbursed by the Company and
    excluded from the employee’s
    W-2) as
    adjustments to gross income in calculating individual income
    tax. The Company will provide a breakdown of all relocation
    expenses to ensure the necessary information for completing the
    required tax forms. You are advised to seek qualified tax
    counsel for advice in these areas where specific questions arise.



 



    To the extent the Company’s payment of reasonable
    relocation and moving expenses in accordance with the foregoing
    is reported as taxable income to you on IRS
    Form W-2,
    the Company shall make an additional tax
    gross-up
    payment to you such that the total of that payment plus the
    amount of the reported taxable reimbursement of relocation and
    moving expenses shall equal the amount of the reported taxable
    reimbursement divided by 0.65 (i.e., 1 minus the deemed marginal
    income tax rate of 35%).



 



    In order to address the financial concerns you may have
    regarding a move, HCC has put together the following relocation
    package. Included in this package are some items that may help
    to address some personal concerns you may also have.



 



    1. The Company will assist you with two (2) house
    hunting trips of not more than five (5) days and four
    (4) nights, each for the purpose of orienting yourselves
    with the Houston area and to locate a new residence. House
    hunting expenses apply to both you and your spouse. They include
    the cost of transportation, meals, and lodging. You may claim
    these expenses only if the travel begins after an Employment
    Agreement is signed and travel is primarily to look for a place
    to live. The cost of transportation includes parking fees and
    tolls, plus actual expenses, such as gas. Accurate records of
    each expense must be kept and the original receipts provided
    when seeking reimbursement. Entertainment and personal expenses
    are not reimbursable.



 



    2. In some instances, you may wish to have an additional
    family member(s) to accompany you on a house hunting trip or
    someone other than your spouse. In such cases, approval by the
    Vice President of Human Resources will be required.



 



    3. All arrangements and accommodations for these trips
    (includes air, rental car, and lodging) are provided through the
    Company’s Corporate Travel Department.



 



    4. The Company will pay for temporary housing, up to seven
    months, capped at $4,500 per month for the initial 3 months
    and $3,000 per month thereafter.



 



    5. The Company will contract with a moving van lines to
    provide services to you at a discounted rate. The type and
    extent of assistance in relocation of your household goods is as
    follows:



 


			
	 	    a. 
	
    The cost of normal household moving service from the former
    permanent residence to the new residence.














 






    Relocation Policy and Reimbursement Agreement – Cory L.
    Moulton




    Page 2 of 4



 

 


 


			
	 	    b. 
	
    The cost for normal moving services including packing of normal
    household effects for shipment and unpacking and placement of
    household goods at the new residence.

	 
	 	    c. 
	
    The Company will pay for full replacement valuation at released
    value of $3.50 times the shipping weight. If the coverage is
    determined by you as not sufficient, additional coverage can be
    purchased at your own expense.

	 
	 	    d. 
	
    The cost of normal move via moving van or auto carrier for two
    personal vehicle from the former permanent residence to the new
    residence.

	 
	 	    e. 
	
    The normal cost of storage during the period you are in
    temporary housing.




 



    No assistance will be provided for the following:



 


			
	 	    a. 
	
    Moving or shipment of items such as livestock, boats, shrubs,
    construction materials, additional cars, or similar items
    requiring special handling.

	 
	 	    b. 
	
    Removal or installation of permanently fixed items such as
    lighting fixtures, fencing, patios, fireplaces, etc.

	 
	 	    c. 
	
    Assembly or disassembly of, pool tables, waterbeds, outdoor
    fixtures, appliances, etc.

	 
	 	    d. 
	
    Purchase of fixtures, appliances, equipment, or materials for
    new residence.

	 
	 	    e. 
	
    Tips or gifts to moving company employees.

	 
	 	    f. 
	
    Any services performed by you, your dependents or relatives.




 


			
	 	    6. 
	
    When you sell your primary residence, you will be reimbursed for
    the following costs, including but not limited to:




 


			
	 	    a. 
	
    Real estate commission (limited to prevailing local rate, but
    not to exceed seven percent (7%)). If you should sell your home
    without a real-estate agent, you will receive 2% of the selling
    price as a bonus.




 



    b. One real estate appraisal.



 



    c. Real estate transfer taxes.



 



    d. Title survey costs.



 



    e. Legally required inspection fees (if paid by seller).



 


			
	 	    7. 
	
    With respect to the sale of your primary residence located at 23
    Saddle Ridge Road, Pound Ridge, NY
    10576-1111
    (the “Property”):




 


			
	 	    a. 
	
    If such sale occurs on or before October 15, 2008, you will
    be reimbursed for the difference between the actual sale price
    (defined as the gross sale price, less any amounts paid by you
    and directly connected with the sale of the Property that are
    not otherwise reimbursed to you pursuant to this Agreement) of
    the Property and $1.5 million; or

	 
	 	    b. 
	
    If such sale does not occur by October 15, 2008, you will
    receive a payment equal to your Equity in the Property (where
    “Equity” is defined as $1.5 million, less
    (i) all outstanding balances under all mortgages, other
    liens, taxes and assessments outstanding on the Property,
    (ii) all costs to required to cure defects in title,
    (iii) all amounts necessary to make reasonable
    and/or
    customary repairs requested by the Company in connection with an
    inspection report,














 






    Relocation Policy and Reimbursement Agreement – Cory L.
    Moulton




    Page 3 of 4



 

 


			
	 	
	
    and (iv) prorated items such as interest, property taxes
    and assessments that are prorated through October 15,
    2008) provided that in consideration of such payment:




 


			
	 	    (i) 
	
    upon the request of the Company, you shall either (x)
    transfer and convey to the Company or its designee good and
    marketable title for the Property or (y) execute a deed
    in blank, a power of attorney
    and/or any
    other documentation required to enable the Company or its
    designee to market the Property and complete its sale;

	 
	 	    (ii) 
	
    you shall otherwise cooperate with the Company or its designee
    in the marketing and sale of the Property; and




 


			
	 	    a. 
	
    you shall make reasonable and customary disclosures,
    representations and warranties.




 


			
	 	    8. 
	
    When you purchase a residence to be used as your primary
    residence in Houston, you will be reimbursed for customary
    buying cost, including, but not limited to:




 



    a. Mortgage applications and credit rating fee.



 


			
	 	    b. 
	
    Cost of building inspection, plot survey, and termite
    inspection, if required by mortgage lending institution.

	 
	 	    c. 
	
    Title insurance premium (only if specifically required by state
    statute or mortgage lending institution).




 



    d. Recording fees and property tax transfer.



 



    No reimbursement will be allowed for the following:



 



    a. Baby-sitting.



 



    b. Care of pets.



 



    c. Disconnecting and connecting appliances and utilities.



 



    d. Removing and installing antennas, carpet and draperies.



 



    e. Home cleaning, maintenance or repair costs.



 



    The above listed reimbursement for the purchase of a home will
    be valid foruntil June 30, 2009.



 


			
	 	    9. 
	
    The Company will provide transportation for you and your family
    at the time of the move by air transportation (coach or economy
    class). At the time of the move, if you drive your family to
    Houston, you will be paid daily expenses of $400 not to exceed a
    total of $2,000. If air transportation is chosen as the travel
    method, please contact the Company’s Corporate Travel
    Department for assistance with making reservations. Eight days
    advance notice is required.




 



    Before any reimbursement is made under this Relocation Policy
    and Reimbursement Agreement, you will be required to sign a
    Promissory Note requiring you to reimburse the Company for all
    expenses paid by the Company and all payments to you (including
    any amounts withheld for taxes), if you should voluntarily leave
    the employment of the Company before December 31, 2009
    (unless for Good Reason or Special Reason as defined in the
    Employment Agreement).



 



    You understand and agree that the Company’s agreement to
    pay certain relocation costs and expenses is contingent upon the
    relocation of your permanent residence to Houston, no later than
    February 1, 2009, as well as your continued employment with
    the Company until at least December 31, 2009. You further
    understand and agree that should you voluntarily leave the
    Company’s employment before December 31, 2009 (unless
    for Good Reason or Special Reason as defined in the Employment
    Agreement), you must repay the













 






    Relocation Policy and Reimbursement Agreement – Cory L.
    Moulton




    Page 4 of 4



 

 



    Company all expenses paid by the Company and all payments to you
    (including the tax
    gross-up
    payment and any amounts withheld for taxes) in connection with
    the relocation.



 



    You further agree and authorize the Company to withhold wages,
    expense reimbursements, unused earned paid time off, benefits
    and any other monies or property due you in order to satisfy any
    repayment obligation.



 



    In order to receive relocation benefits, the Relocation Policy
    and Reimbursement Agreement, together with the Employment
    Agreement, must be signed and returned to the General Counsel
    via e-mail
    (rrinicella@hcc.com) or facsimile transmission
    (713-744-9648).



 



    I have read, understand, and agree to abide by the terms of this
    Agreement.



 


	 	 	 	 	 
	 

	
 
	
 
	
 

	

    Signature: 

    /s/  Cory
    L. Moulton


    
           Cory
    L. Moulton


	
 
	
    Date: Aug. 22, 2008