EX-10.1







Exhibit 10.1




AMENDMENT TO THE

EMPLOYMENT AGREEMENT




     THIS AMENDMENT (the “Amendment”) to the Employment Agreement (the “Agreement”), dated as of
the 12th day of January, 2004 and amended effective as of the 5th day of February, 2008, between
Aspen Insurance U.S. Services, Inc., a Delaware corporation (the “Employer”), and Brian M.
Boornazian (the “Executive”), is made effective as of the 28th day of October, 2008:



R E C I T A L S:




     WHEREAS, the Executive and the Employer have entered into a written agreement setting forth
the terms and conditions of the Executive’s employment with the Employer and the services to be
rendered by him to Aspen Re America Inc. (the “Company”); and



     WHEREAS, the Employer and the Executive have determined that it would be in the best interests
of the Executive to amend the Agreement to comply with Section 409A of the United States Internal
Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.



     NOW THEREFORE, the Agreement is amended as follows:



     1. Subparagraph 3(c) is amended by adding the following clause at the end thereof:



     “, provided that payment of such annual bonus, if any, shall be made no later than March 15th
of the calendar year following the calendar year in which the bonus was earned.”



     2. Paragraph 6 is amended by adding the following sentences to the end thereof:



     “Payments with respect to reimbursements of expenses shall be made promptly, but in any event
on or before the last day of the calendar year following the calendar year in which the relevant
expense is incurred. The amount of expenses eligible for reimbursement during a calendar year may
not affect the expenses eligible for reimbursement in any other calendar year.”



     3. Subparagraph 7(c) is restated in its entirety as follows:



     “(c)  By Executive for Good Reason.



     (i) The Executive may terminate the Executive’s employment and the Term of Employment for Good
Reason by delivering to the Employer and the Company written Notice of Termination within 90 days
of the existence of Good Reason, provided that the Employer and/or the Company does not cure the
Good Reason condition stated in such notice within 60 days of its receipt thereof and such
termination occurs no later than two years after the initial existence of the Good Reason condition
stated in the Notice of Termination.



     (ii) For purposes of this Agreement, “Good Reason” means (A) a material diminution in the
Executive’s responsibilities, duties, or authority provided for in this Agreement at the Effective
Date; (B) a material reduction in Executive’s Annual Base



 









 







Salary; or (C) a material breach by either the Company or the Employer of any of their respective
other obligations contained in this Employment Agreement.”



     4. Subparagraph 8(b) is amended by adding the following language to the end of clause (iii):



     “, provided that reimbursement of such unreimbursed business expenses shall be no later than
the last day of the calendar year following the calendar year in which the relevant expense was
incurred.”



     5. Paragraph 8 is amended by adding the following additional subparagraphs to the end thereof:



     “(d) Separation from Service. Notwithstanding any provision in the Agreement to the
contrary, no payment shall become payable to the Executive under Paragraph 8 of this Agreement as a
result of the termination of the Executive’s employment, unless such termination of employment
constitutes a “Separation from Service” within the meaning of Section 409A(a)(2)(A)(i) of the
United States Internal Revenue Code of 1986, as amended (the “Code”).



     (e) Six-Month Delay. Notwithstanding any provision in the Agreement to the contrary,
if the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the
Code on the date of the Executive’s Separation from Service (the “Separation Date”) and the right
to any payment (including the provision of benefits) hereunder as a result of such Separation from
Service provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the
Code, then no such payment shall be made or commence during the period beginning on the Separation
Date and ending on the date that is six months following the Separation Date or, if earlier, on the
date of the Executive’s death, if the earlier making of such payment would result in tax penalties
being imposed on the Executive under Section 409A of the Code. The amount of any payment that
would otherwise be paid to the Executive during this period shall instead be paid to the Executive
on the first business day following the date that is six months following the Separation Date or,
if earlier, the date of the Executive’s death.



     (f) Separation Pay. Notwithstanding any provision in the Agreement to the contrary,
to the extent that any payment to the Executive upon his Separation from Service in accordance with
subparagraph 8(a) does not exceed two times the lesser of (i) the sum of the Executive’s Annual
Base Salary for the calendar year preceding the calendar year in which the Separation from Service
occurs (adjusted for any increase during that year that was expected to continue indefinitely if
the Executive had not separated from service); or (ii) the maximum amount that may be taken into
account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the
Executive experiences a Separation from Service, and provided that such payment will be paid no
later than the last day of the second calendar year after the calendar year in which the
Executive’s Separation from Service occurs, such payment shall not be subject to the delay
described in Paragraph 8(e).



     (g) Separate Payments. Notwithstanding any provision in the Agreement to the contrary,
to the extent that any payment to the Executive upon his Separation from Service in accordance with
subparagraph 8(a) is paid periodically, each such payment shall be considered a separate payment.”



 









 





     6. Paragraph 9 is amended by adding the following clause to the end thereof:



     “; provided that if such release is not executed within 30 days of the Executive’s Separation
from Service, all amounts payable under this Agreement as a result of such Separation from Service
shall be forfeited.”



     7. Subparagraph 13(a) is amended by deleting the second sentence and adding the following
clause to the end of the first sentence thereof:



     “; provided that such indemnification shall only be provided to the extent that such
liabilities, suits, claims, actions or causes of actions arise with respect to the Executive’s
actions or failures to act in his capacity of as an Executive of the Company.”



     8. Paragraph 17 is amended by adding the following subparagraph (k) to the end thereof:



     “(k) Section 409A Compliance. This Agreement is intended to meet the requirements of
Section 409A of the Code, and shall be interpreted and construed consistent with that intent.”



     9. The February 5, 2008 Addendum to the Agreement is restated in its entirety as follows:

“Termination by Consolidation or Reorganization; Change in Control 


(a) If the employment of the Executive hereunder shall be terminated solely by reason of the
liquidation of any affiliate for the purposes of consolidation or reorganization or as part of any
arrangement for the consolidation of the undertaking of such affiliate not involving liquidation
(in each case, other than a “Change in Control”, as defined below) and the Executive shall be
offered employment with the consolidated or reorganized company on the same terms as the terms of
this Agreement, the Executive shall have no claim against the Company or any affiliate in respect
of the termination of his employment by the Company.



(b) If the employment of the Executive hereunder shall be terminated by the Company without Cause
or by the Executive with Good Reason within the six-month period prior to a Change in Control or
within the two-year period after a Change in Control, in addition to the benefits provided in
subparagraph 8(a), the Executive shall be entitled to the additional following benefits: other than
share options and other equity-based awards granted prior to the date of this Agreement, which
shall vest and be exercisable in accordance with the terms of their grant agreements, all share
options and other equity-based awards shall immediately vest, become payable in full and
immediately settled and distributed and remain exercisable for the remainder of their terms.




 









 







(c) For purposes of this Agreement, “Change in Control” shall have the same meaning as under the
Aspen Insurance Holdings 2003 Share Incentive Plan as in effect as of the date hereof, provided
that such Change in Control shall not accelerate any award described above in paragraph (b) of the
Addendum which constitutes “deferred compensation” under Section 409A of the Code unless such
Change in Control is a “change in control event” as defined in Section 1.409A-3(i)(5) of the
Treasury Department Regulations.”



Except as expressly amended herein, the provisions of the Agreement shall remain in full force and
effect.



This Amendment may be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.



IN WITNESS WHEREOF, the parties hereto have executed this Amendment.




	 	 	 	 	 	 	 
	 	 	ASPEN INSURANCE U.S. SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Courtney Driscoll	 	 
	 

	 	 	 	 

	 	 






AGREED AND ACKNOWLEDGED AS

OF THE EFFECTIVE DATE OF THE

AMENDMENT ABOVE WRITTEN:




	 	 	 
	/s/ Brian Boornazian
 

Brian M. Boornazian