EX-10.1






UNITED AMERICA INDEMNITY




Walker House l 87 Mary Street l P.O. Box 908GT l

George Town l Grand Cayman l Cayman Islands




April 26, 2005




Jon S. Saltzman


435 Dreshertown Road


Ft. Washington, PA 19034



Dear Jon:



This agreement sets forth the terms and conditions of our agreement regarding your separation
of employment from Penn-America Group, Inc. (the “Company”), United America Indemnity, Ltd.
(“UAIL”) and all of their affiliates. Reference is made to the executive employment agreement
dated as of October 14, 2004 between you and the Company (the “Employment Agreement”).



	 	 	 
	Separation:




Compensation/

	 	Your separation will be effective as of September

1, 2005 (the “Separation Date”). Between the

date hereof and the Separation Date (the

“Transition Period”), you shall continue to bear

the titles of “President of UAIL” and “Chairman”

and “Director” of the Company, but shall only

bear responsibility for assisting with transition

duties as it pertains to the Company’s wholesale

general agents. You shall not be responsible

for, or otherwise required to, execute and/or

certify to any communications to the public.



	 

	 	

	Benefits:




	 	You will continue to earn base salary until the

Separation Date. You will be permitted to retain

the signing bonus you received pursuant to

Section 1.04.05 of the Employment Agreement. You

agree that you are not entitled to any benefits

under (i) Penn America’s 2005 KEIC Bonus Plan, or

on PNG’s 2004 KEIC Bonus as it may have been

amended for 2005, as referred to in Section

1.04.2 of the Employment Agreement; and (ii) the

Restricted Share Plan referred to in Section

1.04.3 of the Employment Agreement; and (iii) the

car allowance referred to in Section 1.04.4 of

the Employment Agreement, after the Separation

Date; and (iv) the Annual Integration Bonus as

referred to in Section 1.04.6 of the Employment

Agreement; and the Benefits referred to in

Section 1.05.1 of the Employment Agreement. You

will be eligible to receive coverage under the

Company’s group health plans as if you were

employed by the Company, to the extent permitted

under such plans, up until the second anniversary

of the Separation Date. If your continued

participation is not so permitted, you may elect

COBRA coverage and the Company will reimburse you

for up to two years of COBRA (or its equivalent

following the expiration of COBRA) coverage,

which coverage(s) shall be no less than such

coverage(s) as is in effect as of the date this

agreement is executed. When you no longer remain

eligible for coverage as an active employee, you

will be provided under separate cover forms by

which you may elect COBRA continuation coverage

with respect to group health coverage offered by

the Company and conversion coverage with respect

to any life insurance benefits offered by the

Company. You understand that the payments and

benefits you receive pursuant to this agreement

are subject to (i) your compliance with your

obligations hereunder, (ii) delivery of Annex A

and Annex B at the time you deliver this

agreement, and (iii) your delivery of Annex C to

UAIL at its Bala Cynwyd address, Attn: General

Counsel (the “Address”) on or before the

Separation Date; provided that your revocation of

the either of the releases pursuant to Annex B or

Annex C within the applicable 7-day periods shall

relieve the Company of all of its obligations to

provide you with payments and benefits hereunder.
	 
	 	 
	Equity:




	 	Any options to purchase common shares in or

restricted shares of the Company or UAIL which

you own and in which you are not vested as of the

Separation Date shall be forfeited and cancelled

as of the Separation Date.
	 
	 	 
	Covenants:




	 	During the Transition Period and for eighteen

(18) months thereafter, you will continue to be

subject to the non-compete, non-solicit, no-hire

and confidentiality restrictions contained in the

Employment Agreement.
	 
	 	 
	Non-Disparagement:




	 	You agree that you will not at any time disparage

or encourage or induce others to disparage the

Company or call into question the business

operations, status or reputation of the Company.

For the purposes of this paragraph, the term

“disparage” includes, without limitation,

comments or statements to the press and/or media

or any individual or entity with whom the Company

has a business relationship that may adversely

affect in any manner (i) the conduct of the

business of the Company (including, without

limitation, any business plans or prospects) or

(ii) the business reputation of the Company or

the quality, standing or character of any of the

Company’s products or services.
	 
	 	 
	
 
	 	For purposes of this section and the “Release,”

“Other Agreements,” and “Miscellaneous” sections

below, the definition of “Company” shall include

Fox Paine & Company, LLC and its affiliated

entities, including without limitation Fox Paine

Capital Fund, L.P., FPC Investors, L.P., Fox

Paine Capital, LLC, Fox Paine Capital Fund II GP,

LLC, Fox Paine Capital Fund II, L.P., Fox Paine

Capital Fund II International, L.P., Fox Paine

Capital Fund II Co-Investors International, L.P.,

FPC Investment GP, and all corporate entities

that are partners in any such related entities

and each of their past and present directors,

members, managers, officers, employees, servants,

divisions, owners, shareholders and successors

(including, without limitation, Saul Fox, Troy

Thacker and Michael McDonough), and all

affiliates of the foregoing.
	 
	 	 
	Release:




	 	As further provided for in Annex B and Annex C,

(i) you agree to fully release the Company and

its affiliates and each of their past and present

employees, officers, members, shareholders and

directors thereof from any claims that you have

had or may ever have against the Company

(including, without limitation, any claims

arising under the Age Discrimination in

Employment Act (“ADEA”), or any state or local

law respecting employment discrimination on the

basis of age or other protected status) and (ii)

should you later choose to pursue a claim against

the Company or violate the terms of this

agreement in any way, you agree that such action

would irreparably damage the Company that the

Company would be entitled to an injunction to

cease such a proceeding and to indemnification by

you of any costs (including reasonable attorneys’

fees) incurred relating to such a proceeding.

Notwithstanding the foregoing, you understand and

confirm that you are entering into this agreement

(with its covenant not to sue and waiver and

release) voluntarily and knowingly, and the

covenant not to sue shall not affect your right

to claim otherwise with respect to your rights

under ADEA. In addition, the first two sentences

of this paragraph shall not apply to any action

challenging the validity of a waiver or release

in this agreement of a claim under ADEA
	 
	 	 
	Other Agreements:




Miscellaneous:




Effectiveness:




	 	You agree that this agreement (except as

specifically provided herein) constitutes the

entire agreement between you and the Company with

respect to the matters addressed herein and may

not be altered or modified other than in a

writing signed by you, the Company and UAIL.

Furthermore, except as otherwise provided herein,

the Company and you agree that the Employment

Agreement has been terminated in all respects as

of the Separation Date and without any further

force and effect; provided that Section 5.011 of

the Employment Agreement, as well as any other

confidentiality, non-compete or non-solicit

agreements to which you have agreed shall

continue in effect and govern any dispute between

the parties arising under this agreement. The

Company agrees that, to the extent provided for

under its policies and/or guidelines for coverage

for its senior officers who have terminated

employment, you will continue to be eligible for

D&O coverage and for defense and indemnification

under the Company’s by-laws and charter, with

respect to claims brought by parties unaffiliated

with the Company and arising as a result of your

employment by the Company under the Employment

Agreement and through the Separation Date.

You agree to cooperate in executing any necessary

documents (including Annex A, Annex B and Annex

C) to effectuate your separation and to assist

the Company with any outstanding matters with

which you were involved during your employment

with the Company and to return any Company

property in your possession to the Company as

soon as possible. You agree that any work you

did for the Company while employed is “work for

hire” and therefore the property of the Company

and you agree to keep this agreement and any

confidential information regarding the Company,

UAIL and its affiliates (whether such information

is personal or business-related in nature)

confidential. This agreement shall be governed

by the laws of Pennsylvania without regard to

conflict of law principles of such state.

You have reviewed the terms of this agreement and

you confirm that you have had the opportunity to

confer with an attorney of your own choosing with

respect to the terms of this agreement (including

each of Annex B and Annex C). You acknowledge

that you were advised that you could take up to

twenty-one (21) days from the date this agreement

was given to you to review this agreement and

decide whether you would enter into this

agreement (including each of Annex B and Annex

C). To the extent that you have elected to enter

into this agreement (including each of Annex B

and Annex C) prior to such time, you have done so

voluntarily, and have knowingly waived such

twenty-one (21) day review period. You may

revoke your assent to the terms of this agreement

(including each of Annex B and Annex C) for a

period of seven (7) calendar days after its

execution (the “Revocation Period”), by delivery

of a notarized written notice of revocation prior

to 5:00 p.m. on the last day comprising the

Revocation Period to the Company at the Address.

This agreement (including each of Annex B and

Annex C) shall become irrevocable automatically

upon the expiration of the Revocation Period if

you do not revoke it in the aforesaid manner;

provided that the foregoing shall not apply to

your separation of employment from the Company,

which shall be effective as of the Separation

Date.
	 
	 	 







1




Please acknowledge your acceptance to the matters described above and return this agreement to
the Address.




	 	 	 	Very
truly yours,






PENN-AMERICA GROUP, INC.




	 	 	 	By:
/s/ Joseph F. Morris






	 	 	 	Joseph F. Morris

President & Chief Executive Officer






UNITED AMERICA INDEMNITY, LTD.



	 	 	 	 	 
	
 
	 	By:
	 	/s/ Edward J. Noonan
	
 
	 	 	 	 
	
 
	 	 	 	Edward J. Noonan

Acting Chief Executive Officer
	 
	 	 	 	 
	Agreed to and accepted:

	 	

	 	

	 
	 	 	 	 
	/s/ Jon S. Saltzman

	 	

	 	

	 

	 	

	 	








Jon S. Saltzman



Date: April 26, 2005



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EXECUTION COPY

ANNEX A




April 26, 2005



Saul Fox, Chairman


United America Indemnity, Ltd.


Walker House


87 Mary Street


P.O. Box 908GT


George Town, Grand Cayman



Dear Saul:



Effective as of September 1, 2005, I hereby resign as President of United America Indemnity, Ltd.
and as Chairman of Penn-America Group, Inc. (collectively, the “Companies”) and from all other
positions I hold with the Companies and any of their affiliates and/or subsidiaries, from which I
have not previously resigned.



Sincerely,



/s/ Jon S. Saltzman



3




Jon S. SaltzmanEXECUTION COPY

ANNEX B




INITIAL RELEASE




R-1. Effective as of April 29, 2005, pursuant to the employment agreement between Jon
Saltzman (“Executive”) and Penn-America Group, Inc. (“Penn-America”) dated as of October 14, 2004
(the “New Employment Agreement”) and the separation agreement between Executive, Penn-America and
United America Indemnity, Ltd. (“UAIL”) (the “Separation Agreement”), Executive hereby irrevocably
consents to the termination of any agreements regarding employment and compensation between himself
and Penn-America or himself and UAIL (or any of their affiliates) (“Existing Agreements”).
Executive on behalf of himself and his affiliates, heirs, executors and successors hereby remises,
releases and forever discharges, and by these present does release and forever discharge the
Company and its subsidiaries, parents and affiliates, and their respective successors and assigns
of and from any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants,
contracts, controversies, agreements, liabilities, damages, costs, expenses, demands, judgments,
executions, variances, claims and other obligations of whatever kind or nature, in law or in
equity, known or unknown, including without limitation, arising from or connected with or related
to the Existing Agreements or any employment by or other matter relating to the Company or any
claim to compensation or benefits arising from or related to his employment (collectively, the
“Claims”), including without limitation, any Claims related to or in connection with Fox Paine &
Company, LLC, Fox Paine Capital Fund, L.P., FPC Investors, L.P., Fox Paine Capital, LLC, Fox Paine
Capital Fund II GP, LLC, Fox Paine Capital Fund II, L.P., Fox Paine Capital Fund II International,
L.P., Fox Paine Capital Fund II Co-Investors International, L.P., FPC Investment GP, and all
corporate entities that are partners in any such related entities and each of their past and
present directors, members, managers, officers, employees, servants, divisions, owners,
shareholders and successors (including without limitation, Saul Fox, Troy Thacker and Michael
McDonough) (all such persons and entities collectively referred to for purposes of this Release as
the “Company”), including any Claims under local, state, or federal law based on:




	 	(i)	 	claims of discrimination on the basis of race, age, religion, sex, sexual
harassment, sexual orientation, national origin, marital status, or disability
including without limitation, any claims arising under the Age Discrimination in
Employment Act of 1967 (“ADEA”), as amended, the Older Workers Benefit Protection Act,
the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Americans with Disabilities Act of 1990, the Pennsylvania Human
Relations Act, the Pennsylvania Human Relations Commission rules, including, without
limitation, the Employment Policies Relating to Pregnancy, Childbirth and Childbearing
rules, and the Handicap Discrimination rules, the Pennsylvania Wage Payment and
Collection Law, the Pennsylvania Equal Pay Law, the Pennsylvania Minimum Wage Act, the
Pennsylvania Whistleblower Law, the Pennsylvania Labor Relations Act, the Pennsylvania
Worker and Community Right to Know Act, the Pennsylvania Military Leave Law, the
Pennsylvania Equal Pay Act, the Pennsylvania Religious Freedom Protection Act, and the
Family and Medical Leave Act of 1993, each as amended;






(ii) infliction of any tort;


(iii) breach of contract, whether actual or implied, written or oral; and




	 	(iv)	 	any violation of any pension or welfare plans or any other benefit plan or
arrangement (including without limitation, the Employee Retirement Income Security Act
of 1974, as amended).





The foregoing Release shall not act as a release of (i) the obligations of Penn-America under
the Separation Agreement to provide Executive with the payments and benefits specified therein,
(ii) any vested benefits under any employee retirement or welfare plan or program, (iii) any rights
as a shareholder or owner of any equity interest in the Company (subject to any changes or
modifications that may be made therein pursuant to the provisions of (x) the documentation relating
to the merger transaction between United National Group, Ltd. and its affiliates and Penn-America
and its affiliates, and (y) the provisions of the New Employment Agreement), (iv) any rights
Executive may have to receive unemployment compensation, and (v) Executive’s right to be defended
and indemnified by the Company, pursuant to charter, certificate, by-laws or other constituent
documents of the Company, or under any insurance maintained by or for the benefit of the Company,
for any liability, cost or expense for which Executive would have been indemnified for actions
taken by Executive on behalf of the Company prior to the date of this Release.



R-2. Executive further represents that he has not, at any time up to and including the date
hereof, commenced, and will not in the future commence, to the full extent permitted by law, any
action or proceeding, or file any charge or complaint, of any nature against the Company relating
to the matters released above and Executive waives to the full extent permitted by law, any right
to any monetary or equitable relief in any proceeding that may relate to the matters released
above.



R-3. Executive agrees that in the event of a breach by him or his heirs of this Release, and
in addition to any other rights or remedies the Company may have hereunder or otherwise (i) the
Company will be irreparably damaged and will have no adequate remedy at law, and will be entitled
to an injunction as a matter of right from any court of competent jurisdiction restraining any
further breach of this Release, (ii) the Company will be indemnified and held harmless from and
against any and all damages or losses incurred by the Company (including reasonable attorneys’ fees
and expenses) as a result of such breach; and (iii) the Company may offset against any amounts
otherwise owed Executive damages or losses incurred as a result of a breach of this Release.
Executive further agrees that this Release may and shall be pleaded as a full and complete defense
to any action, suit or other proceeding covered by the terms of this Release which is or may be
instituted, prosecuted or maintained by Executive and his heirs.



THE FOREGOING RELEASE IS HEREBY AGREED TO AS OF APRIL 29, 2005:





EXECUTIVE




/s/ Jon S. Saltzman



Jon S. Saltzman



4



EXECUTION COPY

ANNEX C




SUPPLEMENTAL RELEASE




R-1. Effective as of September 1, 2005, pursuant to the employment agreement between Jon
Saltzman (“Executive”) and Penn-America Group, Inc. (“Penn-America”) dated as of October 14, 2004
(the “New Employment Agreement”) and the separation agreement between Executive, Penn-America and
United America Indemnity, Ltd. (“UAIL”) (the “Separation Agreement”), Executive hereby irrevocably
consents to the termination of any agreements regarding employment and compensation between himself
and Penn-America or himself and UAIL (or any of their affiliates) (“Existing Agreements”).
Executive on behalf of himself and his affiliates, heirs, executors and successors hereby remises,
releases and forever discharges, and by these present does release and forever discharge the
Company and its subsidiaries, parents and affiliates, and their respective successors and assigns
of and from any and all actions, causes of action, suits, debts, accounts, bonds, bills, covenants,
contracts, controversies, agreements, liabilities, damages, costs, expenses, demands, judgments,
executions, variances, claims and other obligations of whatever kind or nature, in law or in
equity, known or unknown, including without limitation, arising from or connected with or related
to the Existing Agreements or any employment by or other matter relating to the Company or any
claim to compensation or benefits arising from or related to his employment (collectively, the
“Claims”), including without limitation, any Claims related to or in connection with Fox Paine &
Company, LLC, Fox Paine Capital Fund, L.P., FPC Investors, L.P., Fox Paine Capital, LLC, Fox Paine
Capital Fund II GP, LLC, Fox Paine Capital Fund II, L.P., Fox Paine Capital Fund II International,
L.P., Fox Paine Capital Fund II Co-Investors International, L.P., FPC Investment GP, and all
corporate entities that are partners in any such related entities and each of their past and
present directors, members, managers, officers, employees, servants, divisions, owners,
shareholders and successors (including without limitation, Saul Fox, Troy Thacker and Michael
McDonough) (all such persons and entities collectively referred to for purposes of this Release as
the “Company”), including any Claims under local, state, or federal law based on:




	 	(i)	 	claims of discrimination on the basis of race, age, religion, sex, sexual
harassment, sexual orientation, national origin, marital status, or disability
including without limitation, any claims arising under the Age Discrimination in
Employment Act of 1967 (“ADEA”), as amended, the Older Workers Benefit Protection Act,
the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Americans with Disabilities Act of 1990, the Pennsylvania Human
Relations Act, the Pennsylvania Human Relations Commission rules, including, without
limitation, the Employment Policies Relating to Pregnancy, Childbirth and Childbearing
rules, and the Handicap Discrimination rules, the Pennsylvania Wage Payment and
Collection Law, the Pennsylvania Equal Pay Law, the Pennsylvania Minimum Wage Act, the
Pennsylvania Whistleblower Law, the Pennsylvania Labor Relations Act, the Pennsylvania
Worker and Community Right to Know Act, the Pennsylvania Military Leave Law, the
Pennsylvania Equal Pay Act, the Pennsylvania Religious Freedom Protection Act, and the
Family and Medical Leave Act of 1993, each as amended;






(ii) infliction of any tort;


(iii) breach of contract, whether actual or implied, written or oral; and




	 	(iv)	 	any violation of any pension or welfare plans or any other benefit plan or
arrangement (including without limitation, the Employee Retirement Income Security Act
of 1974, as amended).





The foregoing Release shall not act as a release of (i) the obligations of Penn-America under
the Separation Agreement to provide Executive with the payments and benefits specified therein,
(ii) any vested benefits under any employee retirement or welfare plan or program, (iii) any rights
as a shareholder or owner of any equity interest in the Company (subject to any changes or
modifications that may be made therein pursuant to the provisions of (x) the documentation relating
to the merger transaction between United National Group, Ltd. and its affiliates and Penn-America
and its affiliates, and (y) the provisions of the New Employment Agreement), (iv) any rights
Executive may have to receive unemployment compensation, and (v) Executive’s right to be
indemnified by the Company, pursuant to charter, certificate, by-laws or other constituent
documents of the Company, or under any insurance maintained by or for the benefit of the Company,
for any liability, cost or expense for which Executive would have been indemnified for actions
taken by Executive on behalf of the Company prior to the date of this Release.



R-2. Executive further represents that he has not, at any time up to and including the date
hereof, commenced, and will not in the future commence, to the full extent permitted by law, any
action or proceeding, or file any charge or complaint, of any nature against the Company relating
to the matters released above and Executive waives to the full extent permitted by law, any right
to any monetary or equitable relief in any proceeding that may relate to the matters released
above.



R-3. Executive agrees that in the event of a breach by him or his heirs of this Release, and
in addition to any other rights or remedies the Company may have hereunder or otherwise (i) the
Company will be irreparably damaged and will have no adequate remedy at law, and will be entitled
to an injunction as a matter of right from any court of competent jurisdiction restraining any
further breach of this Release, (ii) the Company will be indemnified and held harmless from and
against any and all damages or losses incurred by the Company (including reasonable attorneys’ fees
and expenses) as a result of such breach, and (iii) the Company may offset against any amounts
otherwise owed Executive damages or losses incurred as a result of a breach of this Release.
Executive further agrees that this Release may and shall be pleaded as a full and complete defense
to any action, suit or other proceeding covered by the terms of this Release which is or may be
instituted, prosecuted or maintained by Executive and his heirs.



THE FOREGOING RELEASE IS HEREBY AGREED TO AS OF APRIL 29, 2005:





EXECUTIVE




/s/ Jon S. Saltzman



Jon S. Saltzman




5