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CHANGE IN CONTROL AGREEMENT




THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) made as of April 7, 2008 between Specialty
Underwriters’ Alliance, Inc., a Delaware corporation, and its subsidiaries and affiliates (the
“Company”), and Scott W. Goodreau (the “Employee”).



W
I T N E S S E
T H:




WHEREAS, the Employee has had a valued association with the Company and on the date hereof is a
Senior Vice President, the General Counsel, Administration & Corporate Relations, and the Secretary
of the Company; and



WHEREAS, the Employee’s expertise and service to the Company have been of an extraordinary
character and of particular importance to the Company; and



WHEREAS, the Company wishes to retain the Employee’s services and allow him to devote his undivided
attention to the affairs of the Company by providing a benefit to the Employee in the event of a
“change in control” of the Company;



NOW, THEREFORE, for the reasons set forth above, and in consideration of the mutual covenants and
promises of the parties hereto, the Company and the Employee agree as follows:



SECTION ONE

SEVERANCE BENEFITS




(A) If the Employee’s employment is terminated by the Company without Cause or the Employee
terminates his employment for Good Reason upon or within twenty-four months following the
occurrence of a Change in Control (such twenty-four-month period following the occurrence of the
Change in Control being hereinafter referred to as the “Benefit Trigger Period”), the following
benefits shall be provided to the Employee:




(i) The Company shall pay to the Employee an amount equal to the sum of (a) two times the
Employee’s annual base salary and (b) any unreimbursed business expenses or other amounts
due to the Employee from the Company as of the Employee’s date of termination.




(ii) All stock options, restricted stock awards or other types of equity-based compensation
then held by the Employee which were not previously vested or exercisable shall become fully
vested and/or exercisable, as of the date of such termination of employment.



In consideration of the above benefits, and as a condition of the receipt thereof, the Employee
agrees to execute a release releasing the Company and its Affiliates from all actions, claims,
demands, causes of action, obligations, damages, liabilities, expenses and controversies of any



 









 







nature, excluding those arising in connection with the enforcement of the Employee’s
indemnification rights (if any).



(B) If, within the Benefit Trigger Period, the Employee’s employment is terminated by the Company
for Cause, by the Employee without Good Reason, or because of the Employee’s death or Disability,
or if such employment is terminated for any reason following the expiration of the Benefit Trigger
Period, no benefits shall be provided to the Employee pursuant to this Agreement.



(C) For purposes of this Agreement, the following terms shall have the meanings set forth below,
unless the context clearly indicates otherwise:




(i) “Affiliate” means, with respect to any person or entity, any other person or entity who
directly or indirectly through one or more intermediaries controls, is cotnrolled by, or is
under common control with such person or entity; “control” means the power, directly or
indirectly, to direct or cause the direction of the management and policies of a person or
entity whether through ownership of voting securities, by contract or otherwise.




(ii) “Change in Control” shall mean the occurrence of any of the following:




(a) any “person” or group of “persons” (as the term “person” is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (“Person”),
acquires (or has acquired during the twelve-month period ending on the date of the
most recent acquisition by such Person) direct or indirect beneficial ownership of
securities of the Company representing 50% or more of the combined voting power of
the then outstanding securities of the Company (provided that acquisitions by the
Executive or any existing stockholder of the Company owning more than 20% of the
combined voting power of the then outstanding securities of the Company as of the
date of this Agreement shall be ignored for this purpose);




(b) a merger or consolidation of the Company with any other corporation is
consummated, other than a merger or consolidation which resulted in all or
substantially all of the holders of the Company’s voting securities immediately
prior thereto continuing to hold at least 50% of the combined voting power of the
outstanding voting securities of the Company or of the surviving entity immediately
after such merger or consolidation;




(c) the Board of Directors of the Company approves a plan of complete liquidation of
the Company or the Company is sold or all or substantially all of the Company’s
assets are sold or disposed of other than any such sale or disposition where all or
substantially all of the holders of the Company’s voting securities immediately
prior thereto continue to hold at least 50% of the combined voting power of the
outstanding voting securities of the acquiror or transferee entity immediately after
such sale or disposition; or



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(d) individuals who, on the date following the date of the Company’s 2007 annual
meeting of stockholders, are directors (the “Incumbent Board”) cease for any reason
to constitute at least a majority of the directors; provided, however, that if the
appointment or election (or nomination for election) of any new director was
approved or recommended by a majority vote of the Incumbent Board, such new director
shall be considered a member of the Incumbent Board, unless such new director’s
initial assumption of office occurs as a result of or in connection with either an
actual or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended) or
other actual or threatened solicitation of proxies or consents by or on behalf of an
entity other than the Incumbent Board.




Notwithstanding the foregoing, for purposes of clause (a), a Change in Control will not be
deemed to have occurred if the power to control (directly or indirectly) the management and
policies of the Company is not transferred from a Person to another Person; and, for
purposes of clause (b), a Change in Control will not be deemed to occur if the assets of the
Company are transferred: (i) to a stockholder in exchange for his stock, (ii) to an entity
in which the Company has (directly or indirectly) more than 50% ownership, or (iii) to a
Person that has (directly or directly) more than 50% ownership of the Company with respect
to its stock outstanding, or to any entity in which such Person possesses (directly or
indirectly) more than 50% ownership.




(iii) The Employee’s employment shall be deemed to have been terminated for “Cause” if his
employment is terminated because the Employee (a) has committed an act constituting a
misdemeanor involving moral turpitude or a felony under the laws of the United States or any
state or political subdivision thereof; (b) has committed an act constituting a breach of
fiduciary duty, gross negligence or willful misconduct; (c) has engaged in conduct that
violated the Company’s then existing material internal policies or procedures and which is
detrimental to the business, reputation, character or standing of the Company or any of its
affiliates; (d) has committed an act of fraud, self dealing, conflict of interest,
dishonesty or misrepresentation; or (e) has materially breached the duties of his
employment. Notwithstanding the foregoing, termination for Cause shall occur only if the
Company shall have given written notice to the Employee specifying the nature of the breach
or behavior, and, if the termination for Cause is pursuant to clauses (b), (c) or (e) of
this subsection, the Employee fails to correct (if correctable) such breach or behavior as
soon as practicable thereafter but no later than ten days after receipt of the applicable
notice, provided that there shall be only one notice and opportunity to correct with respect
to clauses (b), (c) or (e) of this subsection.




(iv) “Disability” shall mean the Employee is incapacitated or disabled (as determined by a
physician mutually acceptable to the Company and the Employee) by accident, sickness or
otherwise so as to render him mentally or physically incapable of performing the services
requested to be performed by him for an aggregate period of 180 days or more during any
twelve month period (whether or not consecutive and after using up any accrued vacation
time).



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(v) “Good Reason” shall mean, after written notice setting forth the alleged Good Reason by
the Employee to the Company, and the expiration of a 60-day cure period, there continues to
be: (a) a material adverse change in the Employee’s title, position or responsibilities;
and/or (b) a material reduction of the Employee’s base salary.



SECTION TWO

PAYMENT LIMITATION




Notwithstanding any other provision of this Agreement to the contrary, if the benefits and payments
provided under this Agreement, either alone or together with other benefits and payments which the
Employee has the right to receive either directly or indirectly from the Company or any of its
affiliates, would constitute an excess parachute payment (the “Excess Payment”) under Section 280G
of the Internal Revenue Code of 1986, as amended (the “Code”), the Employee hereby agrees that the
benefits and payments provided under this Agreement shall be reduced (but not below zero) by the
amount necessary to prevent any such benefits and payments to the Employee from constituting an
Excess Payment; provided, however, that such reduction shall be made only if, by reason of such
reduction, the Employee’s net after-tax economic benefit shall exceed the net after-tax economic
benefit to the Employee if such reduction were not made. All determinations required to be made
under this Section Two, and the assumptions to be utilized in arriving at such determination, shall
be made by the certified public accounting firm used for auditing purposes by the Company
immediately prior to the date of the Employee’s termination of employment or, if the parties
determine that the certified public accounting firm used for auditing purposes by the Company
immediately prior to the date of termination cannot make such determination because of legal
restrictions, the parties shall agree on a different certified public accounting firm (such
certified public accounting firm is hereinafter referred to as the “Accounting Firm”), which shall
promptly provide detailed supporting calculations both to the Company and the Employee. The
Company shall pay all fees and expenses of the Accounting Firm.



SECTION THREE

RESTRICTIVE COVENANTS




(A) Non-Competition. The Employee hereby acknowledges and recognizes that during the term of
Employee’s employment with the Company (the “Employment Period”) he will be privy to trade secrets
and confidential information critical to the Company’s business and that the Company would find it
extremely difficult or impossible to replace the Employee. Accordingly, Employee agrees that, in
consideration of the premises contained herein, and the consideration to be received by the
Employee hereunder, he will not and will not permit any of his Affiliates to, except with the
Company’s prior written consent, during the Employment Period and for a period of one year after
the Employment Period (collectively the “Non-Competition Period”), engage, directly or indirectly,
whether as an employee, officer, director, consultant or otherwise, in any activity that competes
with the Company or any of its Affiliates in the business of insurance. Nothing in subsection (A)
of this Section Three shall prohibit the Employee or any of his Affiliates from owning for passive
investment purposes less than 5% of the publicly traded securities of any corporation listed on the
New York Stock Exchange or the American Stock Exchange or the NASDAQ.



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(B) Customer Non-Solicitation. During the Non-Competition Period, the Employee shall not, and
shall not permit any of his Affiliates to solicit, directly or indirectly, any person or entity
which (i) is currently a customer or party to any insurance-related contract with the Company
and/or its Affiliates, (ii) has been a customer or party to any insurance-related contract with the
Company and/or its Affiliates during the two year period immediately preceding such solicitation or
(iii) was solicited by the Company and/or its Affiliates during the two year period immediately
preceding such solicitation, provided that in the case of (B)(i) above such solicitation diverted
or attempted to divert the business of the Company and/or its Affiliates to another person or
entity or in the case of (B)(ii) and (B)(iii) above, the business solicited is business in which
the Company is currently engaged.



(C) Employee Non-Solicitation. During the Non-Competition Period, the Employee shall not, and
shall not permit any of his Affiliates to, directly or indirectly, (i) solicit for employment,
engage and/or hire, whether directly or indirectly, any person who is then employed by the Company
and/or its Affiliates or engaged by the Company and/or its Affiliates as an independent contractor
or consultant; and/or (ii) encourage or induce, whether directly or indirectly, any person who is
then employed by the Company and/or its Affiliates or engaged by the Company and/or its Affiliates
as an independent contractor or consultant to end his/her business relationship with the Company
and/or its Affiliates.



(D) Non-Disparagement of the Company. The Employee covenants that he will not, directly or
indirectly at any time during or after the Employment Period, disparage the Company or any of its
shareholders, directors, officers, employees, or agents.



(E) Non-Disparagement of the Employee. The Company covenants that it will not, directly or
indirectly at any time during or after the Employment Period, disparage the Executive.



(F) Acknowledgement. The Employee understands that the foregoing restrictions may limit his
ability to earn a livelihood in a business similar to the business of the Company, but he
nevertheless believes that he has received and will receive sufficient consideration and other
benefits as an employee of the Company and as otherwise provided hereunder to clearly justify such
restrictions which, in any event (given his education, skills and ability), the Employee does not
believe would prevent him from earning a living other than in a business which competes with the
Company.



SECTION FOUR

MODIFICATION OF AGREEMENT




No waiver or modification of this Agreement or of any covenant, condition or limitation herein
contained shall be valid unless in writing and duly executed by both parties.



SECTION FIVE

SEVERABILITY




All agreements and covenants contained herein are severable, and in the event any of them shall be
held to be invalid by any competent court, this Agreement shall be interpreted as if such



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invalid agreements or covenants were not contained herein. Nothing contained in this Agreement
shall be construed so as to require the commission of any act contrary to law, and whenever there
is any conflict between any provision of this Agreement and any statute, law, ordinance, order or
regulation, contrary to which the parties hereto have no legal right to contract, the latter shall
prevail, but in such event any provision of this Agreement so affected shall be curtailed and
limited only to the extent necessary to bring it within the legal requirements.



SECTION SIX

STRICT ADHERENCE




The failure of a party to insist upon strict adherence to any term of this Agreement shall not be
considered a waiver or deprive that party of the right thereafter to insist upon strict adherence
to that term or any other term of this Agreement.



SECTION SEVEN

ASSIGNMENT




This Agreement is personal to the Employee and shall not be assignable by the Employee. The
Company may assign this Agreement to any affiliate or to any successor to all or substantially all
of the business and/or assets of the Company, whether directly or indirectly, by purchase, merger,
consolidation, acquisition of stock, or otherwise. This Agreement shall inure to the benefit of
and be binding upon the Company and its successors and assigns. However, any such assignment by
the Company shall still be subject to the Employee’s rights under subsection (a) of Section One of
this Agreement.



SECTION EIGHT

OTHER RIGHTS




This Agreement shall not affect or impair the rights or obligations of the Company or the Employee
under any employment agreement between the Company and the Employee, or, except to the extent of
the additional benefits provided under subsection (a) of Section One of this Agreement (which shall
be in addition to, and not in lieu of, any other benefits to which the Employee may be entitled),
under any written plan, contract or arrangement, or pension, profit sharing or other compensation
plan.



SECTION NINE

NOTICES




All notices, claims, certificates, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given and delivered if personally delivered or if
sent by nationally recognized overnight courier, by telecopy, or by registered or certified mail,
return receipt requested and postage prepaid, addressed, if to the Company, at Specialty
Underwriters’ Alliance, Inc., 222 South Riverside Plaza, Suite 1600, Chicago, IL 60606-5808,
Facsimile: (312) 277-1800, Attention: General Counsel with a copy to Stroock & Stroock & Lavan
LLP, 180 Maiden Lane, New York, NY 10038, Attn: William W. Rosenblatt, Esq., Facsimile:
212-806-6006, and if to the Employee, at the address set forth under the name of the Employee on
the signature page hereto, or to such other address as the party to whom notice is to be given may
have furnished to the other party or parties in writing in accordance herewith. Any
such notice or communication shall be deemed to have been received (a) in the case of personal



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delivery, on the date of such delivery, (b) in the case of nationally recognized overnight courier,
on the next business day after the date when sent, (c) in the case of telecopy transmission, when
received, and (d) in the case of mailing, on the third business day following that on which the
piece of mail containing such communication is posted. Written notice from the Company’s Board of
Directors shall constitute proper notice from the Company in all cases relating to this Agreement.



SECTION TEN

ERISA; NON-PROPERTY INTEREST




To the extent that this Agreement is considered to be a plan for purposes of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), it shall be considered an unfunded
plan maintained primarily for the purpose of providing benefits for a select group of management or
highly compensated employees, within the meaning of U.S. Department of Labor Regulations Section
2520.104-23 or Section 2520.104-24, as applicable. The Employee shall have solely the status of a
general unsecured creditor of the Company and this Agreement constitutes a mere promise by the
Company to make benefit payments in the future. Nothing herein contained shall be construed to
give to or vest in the Employee or any other person now or at any time in the future, any right,
title, interest or claim in or to any specific asset, fund, reserve, account, insurance or annuity
policy or contract or other property of any kind whatsoever owned by the Company or in which the
Company may have any right, title or interest now or at any time in the future. It is the
intention of the Company and the Employee that this Agreement be unfunded for tax purposes and for
purposes of Title I of ERISA.



SECTION ELEVEN

GOVERNING LAW




This Agreement will be governed by, and construed and enforced in accordance with, the laws of the
State of Illinois without giving effect to any principles of conflict of laws. Each party hereby
irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in
the State of Illinois, for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party
hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR
ANY TRANSACTION CONTEMPLATED HEREBY



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SECTION TWELVE

COUNTERPARTS; FACSIMILE SIGNATURES, EXECUTION AND DELIVERY




This Agreement may be executed in counterparts, each of which shall be deemed an original, but both
of which together shall constitute one and the same document, and may be effective upon
transmission of a signed facsimile by one party to the other.



SECTION THIRTEEN

TAXES




(A) The payments and benefits under this Agreement may be compensation and as such may be included
in either the Employee’s W-2 earnings statements or 1099 statements. The Company may withhold from
any amounts payable under this Agreement such federal, state or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.



(B) In the event that any cash severance benefit or other benefit under this Agreement shall fail
to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Code, as a result of the
application of Section 409A(a)(2)(B)(i) of the Code, then the payment of such benefits shall be
delayed to the minimum extent necessary so that such benefits are not subject to the provisions of
Section 409A(a)(1) of the Code, and any such payments or benefits will be accumulated and paid or
provided on the earliest permissible date pursuant to Section 409A(a)(2)(B)(i) of the Code. The
Board of Directors or the Compensation Committee of the Company may attach conditions to or adjust
the amounts paid pursuant to this Agreement to preserve, as closely as possible, the economic
consequences that would have applied in the absence of this subsection (B) of Section Thirteen;
provided, however, that no such condition or adjustment shall result in the payments being subject
to Section 409A(a)(1) of the Code. Awards or grants of options, restricted stock and/or other
types of equity-based compensation may contain additional provisions relating to the application of
Section 409A of the Code and to this Agreement and the payments and benefits distributed hereunder.



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



	 	 	 	 	 
	 	SPECIALTY UNDERWRITERS’ ALLIANCE, INC.

 	 
	 	By:  	/s/ Courtney C. Smith
 	 
	 	 	Courtney C. Smith 	 
	 	 	President & Chief Executive Officer 	 
	 
	 	HOLDER

 	 
	 	By:  	/s/ Scott W. Goodreau
 	 
	 	 	Scott W. Goodreau 	 
	 	 	 	 
	 




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