Exhibit 10.11


AXIS SPECIALTY U.S.
SERVICES, INC.

430 PARK AVENUE, 15TH FLOOR

NEW YORK, NEW YORK 10022


 


 


Mr.
Marshall Turner


AXIS
Specialty U.S. Services, Inc.

430 Park Avenue, 15th floor

New York, New York 10022


 


 


Dear Marshall:


 


We are delighted that you have
decided to join AXIS Specialty U.S. Services, Inc., a Delaware corporation (the
“Company”) and wholly owned, indirect subsidiary of AXIS Capital
Holdings Limited, a Bermuda company (the “Parent”). We thought it would
be useful to lay out the terms and conditions of our agreement in this letter
agreement (this “Agreement”). 
This Agreement is dated as of January 1, 2004.


1.                                      Employment.


The Company hereby agrees to employ
you in the position of President of AXIS US Insurance or in such other position
as is mutually agreeable to you and the Company.  You will report to the Dennis Reding, the Chief
Executive Officer of AIXS US Insurance or any other appropriate designee as may
be directed by him. You will be expected to devote your full business time and
energy, attention, skills and ability to the performance of your duties and
responsibilities to the Company on an exclusive basis, including service to
subsidiaries and other affiliates of the Company as requested by the Board of
Directors of the Parent (the “Board”), and shall faithfully and
diligently endeavor to promote the business and best interests of the Company
and its subsidiaries.


2.                                      Compensation and Benefits.


(a)           During your employment with
the Company, your annual base salary shall be $450,000 (the base salary as may
be increased from time to time “Base Salary”) and shall be paid pursuant
to the Company’s customary payroll practices. The Base Salary will be reviewed
annually and may be increased in the sole discretion of the Company.


(b)           In addition to the Base
Salary, in each fiscal year of the Company during your employment with the
Company, you will have the opportunity to earn an annual cash bonus (“Annual
Bonus”) if the Company achieves certain performance objectives and subject
to your individual performance (each of which will be determined by the Company
for each such fiscal year).  The Annual
Bonus for each period will be paid only if you are actively employed with the
Company and are not in breach of this Agreement on the date of disbursement.


 





















 


(c)           During your employment with
the Company, you will be entitled to participate generally in the benefit plans
made available to employees of the Company in accordance with the terms of
those plans and the Company will reimburse you for all reasonable business
expenses upon presentation of statements of such expenses in accordance with
the Company’s policies and procedures now in force or as such policies and
procedures may be modified with respect to the senior executives of the
Company.


(d)           During your employment with
the Company, you will be entitled to 20 working days of paid vacation per
calendar year (pro rated according to your commencement date).


(e)           During your employment with
the Company, you will be paid by the Company an automobile allowance of $800
per month; provided, however, that the Company shall have no other
obligations to you relating to any of your automobile(s), including, but not
limited to, the costs to insure or garage any of your automobile(s).


(f)            During your employment with
the Company, and subject to the Company’s prior review and approval, you will
be reimbursed by the Company for the annual membership fees of one private
club; provided, however, that the Company shall have no other
obligations to you relating to any other costs of your membership in that
private club, including, but not limited to, any initiation fee to that private
club.


3.                                      Term of Employment


(a)           The employment period shall
commence on January 1, 2004 and shall terminate on the day preceding the second
anniversary thereof; provided, however, that the term of employment
shall automatically be extended for successive one-year periods unless either
party shall give at least six (6)
months’ prior written notice of non-renewal.
Notwithstanding the foregoing, your employment hereunder will be terminated
upon the earliest to occur of the following events:


(i)                                    Death.  Your employment shall automatically terminate
upon your death.


(ii)                                Disability.  The Company shall be entitled to terminate
your employment if, as a result of your incapacity due to physical or mental
illness or injury, you shall have been unable to perform your duties hereunder
for a period of 181 days in any twelve-month period.


(iii)                            Cause.  The Company may terminate your employment for
Cause, which, for purposes of this Agreement, shall mean (A) your willful
misconduct or gross negligence in connection with the performance of your
duties as an employee of the Company, (B) the willful engagement by you in
misconduct that is demonstrably injurious to the Company (monetarily or
otherwise) or its reputation, (C) your material breach of this Agreement or (D)
your conviction of, or pleading guilty or nolo contendere to, a felony or a
crime involving moral turpitude.


 


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(iv)                              Without Cause.  The Company may terminate your employment at
any time without Cause. Termination without Cause shall include the Company’s
non-renewal of a successive one-year period of your employment with the Company
as provided for in this Section 3(a).


(v)                                  Voluntary Resignation.  You may voluntarily terminate your employment
hereunder; provided, however, that you provide the Company with notice
of your intent to terminate at least six months in advance of the date of termination.  Voluntary Resignation shall include your non-renewal
of a successive one-year period of your employment with the Company as provided
for in this Section 3(a).


(b)           In the event that your
employment with the Company shall terminate for any reason, except as otherwise
set forth in this Agreement, the Company’s sole obligation under the Agreement
shall be to (i) pay to you any accrued and unpaid Base Salary through the date
of termination of employment and an amount equal to such reasonable and
necessary unreimbursed business expenses incurred by you on behalf of Company
on or prior to the date of termination of employment and (ii) afford you all
the employee benefits to which you may be entitled under, and in accordance
with the terms of, all employee benefit plans in which you participate.


(c)            In the event that the
Company terminates your employment without Cause in accordance with the
provisions of Section 3(a)(iv) hereof, you shall be entitled to continuation of
your Base Salary and employee benefits for a period of twelve
(12) months immediately following the date of such
termination; provided, however, that you comply with your obligations
under Sections 3(e), 4, 5 and 6.


(d)           In the event that either
party gives notice of the non-renewal of a successive one-year period of your
employment with the Company as provided for in Section 3(a) hereof, or you
voluntarily terminate your employment hereunder and you provide notice thereof,
during the period (or any portion thereof) commencing on the date of such
notice and ending on the date of termination (the “Notice Period”), the
Company may, in its absolute discretion, (i) require you to perform only such
duties as it may allocate to you, (ii) require you not to perform any of your
duties, (iii) require you not to have any contact with customers or clients of
the Company nor any contact (other than purely social contact) with such
employees of the Company as the Company shall determine, (iv)  exclude you from any premises of the Company
and/or (v) require you to resign from all directorships and other offices that
you hold in connection with your employment with the Company (including any
directorships with subsidiaries or other affiliates of the Company) effective
as of any date during the Notice Period. 
If the Company elects to take any such action, such election shall not
constitute a breach by the Company of this Agreement and you shall not have any
claim against the Company in connection therewith so long as, during the Notice
Period, the Company continues to pay to you your accrued and unpaid Base
Salary, afford you all the employee benefits to which you may be entitled
under, and in accordance with the terms of, all employee benefit plans in which
you participate and otherwise comply with the terms of this Agreement.


 


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(e)           Upon termination of your
employment with the Company for any reason, you agree (i) to resign from all
directorships and other offices that you hold in connection with your
employment with the Company (including any directorships with subsidiaries or
other affiliates of the Company) and (ii) to execute a general release and
waiver, waiving all claims you may have against the Company, its affiliates
(including Parent) and their respective successors, assigns, employees,
officers, directors, consultants, partners and shareholders.


(f)            If within the first twelve
months following a Change of Control, (i) the nature or scope of your position,
authority or duties are materially adversely changed, (ii) your compensation is
not paid or is reduced, there is a material adverse change in your employee benefits
or the Company otherwise materially breaches this Agreement or (iii) you are
required by the Company to relocate to a place more than 50 miles from your current
place of employment, then, if you provide the Company with written notice of
your intent to terminate your employment as a result of such event, providing
the specific reasons therefor, and the Company does not make the necessary
corrections within thirty days of receipt of your written notice, you may terminate
your employment within the ten days following the expiration of such thirty day
notice period and continue to receive your Base Salary and employee benefits for
a period of twelve months immediately following the date of such termination and the
Annual Bonus that your would have been entitled to during such twelve months
assuming all performance targets had been exceeded; provided, however, that
you comply with your obligations under Section 3(e), 4, 5 and 6 hereof.  For purposes of this Agreement, the term “Change
in Control” will be deemed to have occurred as of the first day any of the
following events occurs:


(i)                                    Any person or entity is or becomes the “beneficial owner”
(as defined in Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as
amended), directly or indirectly, of securities of the Parent representing 50%
or more of the combined voting power of the Parent’s then outstanding voting
securities entitled to vote generally in the election of directors (the “Outstanding
Parent Voting Securities”); provided, however, that for
purposes of this Section 3(f) (i), the following acquisitions shall not
constitute a Change in Control: (A) any acquisition directly from the Parent, (B)
any acquisition by the Parent, (C) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Parent or any affiliate of
the Parent or (D) any acquisition by any entity pursuant to a transaction which
complies with clauses (A), (B) and (C) of Section 3(f) (iii) hereof;


(ii)                                Individuals who, as of the date
of this Agreement, constitute the Board (hereinafter referred to as the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Parent’s
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered a member of the
Incumbent Board, excluding any individual whose initial assumption of office
occurs


 


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as
a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a person or entity other than the Board;


(iii)                            Consummation of a
reorganization, merger, share exchange, amalgamation, recapitalization,
consolidation or similar transaction by and among the Parent and another person
or entity, including, for this purpose, a transaction as a result of which
another person or entity owns the Parent or all or substantially all of the
Parent’s assets, either directly or through one or more subsidiaries (a “Business
Combination”), in each case, unless, following such Business Combination, (A)
all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Parent Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors (or
equivalent management personnel) of the entity resulting from such Business
Combination or that, as a result of such Business Combination, owns the Parent
or all or substantially all of the Parent’s assets, either directly or through
one or more subsidiaries, in substantially the same proportions as their
ownership of the Outstanding Parent Voting Securities immediately prior to such
Business Combination; (B) no person or entity (excluding any entity resulting
from such Business Combination, or that, as a result of such Business
Combination, owns the Parent or all or substantially all of the Parent’s
assets, either directly or through one or more subsidiaries, or any employee
benefit plan (or related trust) of the foregoing) beneficially owns, directly
or indirectly, 50% or more of the then outstanding shares of common stock or
the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors (or equivalent management
personnel) of the entity resulting from such Business Combination or that, as a
result of such Business Combination, owns the Parent or all or substantially
all of the Parent’s assets, either directly or through one or more
subsidiaries, except to the extent that such ownership existed with respect to
the Parent prior to the Business Combination; and (C) at least a majority of
the members of the board of directors (or equivalent management personnel) of
the entity resulting from such Business Combination or that, as a result of
such Business Combination, owns the Parent or all or substantially all of the
Parent’s assets, either directly or through one or more subsidiaries, were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, pursuant to which such Business
Combination is effected or approved; or


 


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(iv)                              Approval by the
shareholders of the Parent of a complete liquidation or dissolution of the
Parent or the sale or other disposition of all or substantially all of the
Parent’s assets.


4.                                      Assignment of Intellectual
Property Rights


(a)           Assignment.  You hereby assign all of your rights, title
and interest to and in all Intellectual Property Rights (as defined below)
conceived, developed, invented, made by you or otherwise owned by you and
directly or indirectly relating to the Business (defined in Section 7(a)) and
you agree and acknowledge that, on the date hereof, such rights to and in such
Intellectual Property Rights shall become the sole property of, and belong to,
the Company.


(b)           Intellectual Property
Rights.  For the purposes of this Agreement, the term “Intellectual
Property Right” shall mean all proprietary and other rights in and to: (i)
trademarks, service marks, brand names, certification marks, trade dress,
assumed names, trade names and other indications of origin; (ii) patents,
inventors’ certificates and invention disclosures; (iii) trade secrets and
other confidential or non-public business information, including ideas,
formulae, compositions, inventions, discoveries and improvements, know-how,
manufacturing and production processes and techniques, and research and
development information (whether patentable or not); drawings, specifications,
designs, plans, proposals and technical data; and financial, marketing and
business data, pricing and cost information, business and marketing plans and
customer and supplier lists and information; (iv) writings and other works of
authorship, whether copyrightable or not, including computer programs, data
bases and documentation therefor, and all copyrights to any of the foregoing;
(v) mask works; (vi) rights, title and interest in know-how, technical
information, processes, practices and systems, whether or not protectable by
patent, copyright or trade secret law; (vii) moral rights; (viii) rights to
limit the use or disclosure of confidential information by any person; (ix) any
similar tangible or intangible intellectual property or proprietary rights,
information and technology; (x) registrations of, and applications to register,
any of the foregoing with any governmental agency or authority and any renewals
or extensions thereof, (xi) the goodwill associated with each of the foregoing
and (xii) any claims or causes of action arising out of or related to any
infringement or misappropriation of any of the foregoing; in each case in any
jurisdiction.


5.                                      Non-Disclosure


(a)           In view of the fact that
your work for the Company will bring you into close contact with many
confidential affairs of the Company not readily available to the public, as
well as plans for future developments, you agree during your employment with
the Company and thereafter:


(i)                                    to keep secret and retain
in the strictest confidence all proprietary or confidential matters or trade
secrets of the Company or any of its subsidiaries and affiliates (which
information will be deemed confidential notwithstanding any prior unauthorized
disclosures), including, but not limited to, data, know-how, formulae,
practices, processes, methodologies, designs, sketches, photographs, plans,
drawings, specifications, samples, reports, member or customer lists, price
lists, business strategies or


 


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arrangements,
studies, findings, inventions, ideas, software, source code, business plans and
other technical, business or financial information relating to the Company’s
business, whether existing on the date hereof or hereafter (such material
collectively, “Restricted Material”), and not to disclose such Restricted
Material except with the Company’s permission to such third parties as may be
necessary in the furtherance of the Company’s interests and in the discharge of
your duties; and


(ii)                                to deliver promptly to the
Company upon the termination of your employment or at any other time as the
Company may so request, all documents (and all copies thereof), in whatever
form, containing Restricted Material, and all property associated therewith,
which you may then possess or have under your control; provided, however,
that Restricted Material shall not be subject to the confidentiality
restrictions of this Section 5 where you can show that such information is, at
the time of disclosure, generally known to the public.


(b)           In the event that you are
requested or required (by oral questions, interrogatories, requests for
information or documents, subpoena or similar process) to disclose any
Restricted Material, you agree to provide the Company with prompt notice of
such request(s) so that the Company may seek an appropriate protective order or
other appropriate remedy and/or waive your compliance with the provisions of
this Agreement. In the event that such protective order or other remedy is not
obtained, or that the Company grants a waiver hereunder, you may furnish that
portion (and only that portion) of the Restricted Material which you are
legally compelled to disclose and will exercise your reasonable best efforts to
obtain reliable assurance that confidential treatment will be accorded any
Restricted Material so furnished.


(c)           Nothing in this Section 5
shall be construed as granting or implying any right to you under any patent or
unpatented intellectual property right of the Company, or your right to use any
invention covered thereby.


6.                                      Non-Solicitation


Except with prior written
permission of the Company, you shall not, directly or indirectly (individually
or on behalf of other persons), during your employment with the Company or any
of its affiliates and for a period of six (6) months following the termination
of your employment with the Company for any reason, hire, offer to hire, entice
away or in any manner persuade or attempt to persuade any officer, employee or
agent of the Parent or any of its affiliates (including the Company and any
subsidiary) or any then current or prospective customer, client or broker of the
Parent or any of its affiliates (including the Company and any subsidiary), to
discontinue his or her relationship with the Parent or any of its affiliates
(including the Company and any subsidiary) or to otherwise do business with any
competing business of Parent or any of its affiliates (including the Company
and any subsidiary).


 


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7.                                      Non-Competition


Except with prior written
permission of the Company, you shall not, during your employment with the
Company or any of its affiliates and if you terminate employment for any reason
(other than your voluntary termination of employment or non-renewal of this
Agreement in which you provide the six months’ notice required by Section 3(a)
hereof), for a period of six (6) months following your termination of
employment, directly or indirectly (individually or on behalf of other
persons): (a) enter the employ of, or render services to, any person, firm or
corporation engaged in the insurance or reinsurance business or any other
business in which the Company is, or has announced an intention to become,
engaged in at any time during your employment with the Company and in each case
within any State in the United States in which Parent or any of its affiliates
(including the Company and any subsidiary) does business (hereinafter
collectively referred to as the “Business”); (b) engage in such Business
on your own account; or (c) become interested in any such Business, directly or
indirectly, as an owner, partner, shareholder, member, director, officer,
principal, consultant or in any other senior executive or managerial capacity; provided,
however, that nothing contained in this Section 7 shall be deemed to prohibit
you from acquiring, solely as a passive investment, no more than 5% of the
total outstanding securities of any publicly-held corporation.


8.                                      Enforcement


(a)           The parties hereto hereby
declare that it is impossible to measure in money the damages that will accrue
to the Company by reason of your failure to perform any of your obligations
under Sections 4, 5, 6 and 7. Accordingly, if the Company institutes any action
or proceeding to enforce the provisions hereof, to the extent permitted by
applicable law, you hereby waive the claim or defense that the Company has an
adequate remedy at law, and you shall not urge in any such action or proceeding
the defense that any such remedy exists at law. The foregoing rights shall be
in addition to any other rights and remedies available to the Company under law
or in equity.


(b)           If any of the covenants
contained in Sections 4, 5, 6 and 7 or any part thereof, is construed to be
invalid or unenforceable, the same shall not affect the remainder of the
covenant or covenants, which shall be given full effect, without regard to the
invalid portion(s). In addition, if any of the covenants contained in Sections
4, 5, 6 and 7 hereof, or any part thereof, is held by any person or entity with
jurisdiction over the matter to be invalid or unenforceable because of duration
of such provision or the geographical area covered thereby, the parties agree
that such person or entity shall have the power to reduce the duration and/or
geographical area of such provision and, in its reduced form, said provisions
shall then be enforceable.


(c)           It is understood and agreed
that no failure or delay by the Company in exercising any right, power or
privilege contained in Sections 4, 5, 6 and 7 shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any right, power or privilege
contained in Sections 4, 5, 6 and 7.


 


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9.                                      Dispute Resolution


In the event of any dispute or
difference between you and the Company with respect to either the enforcement
or interpretation of this Agreement, both you and the Company agree to resolve
any such dispute or difference by the terms and conditions set forth in the
Company’s Dispute Resolution Guidelines. By executing this Agreement, you
acknowledge receiving and reviewing Company’s Dispute Resolution Guidelines.


10.                               Miscellaneous


(a)           Any notice or other
communication required or permitted under this Agreement shall be effective
only if it is in writing and shall be deemed to be given when delivered
personally or three days after it is mailed by registered or certified mail,
postage prepaid, return receipt requested or one day after it is sent by a
reputable overnight courier service and, in each case, addressed to the
relevant party at the address provided for such party on the first page hereof,
or to such other address as any party hereto may designate by notice to the
other in accordance with the foregoing.


(b)           This Agreement constitutes
the entire agreement among you and the Company with respect to your employment
by the Company, and supersedes and is in full substitution for any and all
prior understandings or agreements with respect to your employment.


(c)           This Agreement may be amended
only by an instrument in writing signed by the parties hereto, and any
provision hereof may be waived only by an instrument in writing signed by the
party against whom or which enforcement of such waiver is sought.


(d)           This Agreement and all
rights and obligations hereunder, including, without limitation, matters of
construction, validity and performance, shall be governed by and construed and
interpreted in accordance with the laws of New York without regard to
principles of conflict of laws.


(e)           In the event of any contest
or dispute between you and the Company with respect to this Agreement, each of
the parties shall be responsible for their respective legal fees and expenses
in accordance with the Company’s Dispute Resolution Guidelines.


(f)            This Agreement shall inure
for the benefit of and be an obligation of the Company’s assigns and
successors; provided, however, that you may not assign your duties and
obligations hereunder to any other party.


(g)           The headings in this
Agreement are inserted for convenience of reference only and shall not be a
part of or control or affect the meaning of any provision hereof.


 


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  If the terms of this Agreement meet with your approval, please
  sign and return one copy to the Company.

  
	
   

  
	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  AXIS SPECIALTY U.S. SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Richard H. Blum

  	
   

  
	
   

  	
  Name: Richard H. Blum

  
	
   

  	
  Title: Chairman

  
	
   

  	
   

  
	
  Accepted and Agreed

  	
   

  
	
  as of the date first set forth above:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Fred Marshall Turner, II

  	
   

  	
   

  
	
  F. Marshall Turner, II

  	
   

  
	
   

  	
   

  
					



 


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