EX-10.1






Exhibit 10.1




JULIAN MICHAEL CUSACK




AND




ASPEN INSURANCE UK SERVICES LIMITED



 






SERVICE AGREEMENT




 







 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Page
	 
	 	 	 	 	 	 
	1.

	 	INTERPRETATION
	 	 	1	 
	 
	 	 	 	 	 	 
	2.

	 	POSITION
	 	 	1	 
	 
	 	 	 	 	 	 
	3.

	 	TERM
	 	 	2	 
	 
	 	 	 	 	 	 
	4.

	 	DUTIES
	 	 	2	 
	 
	 	 	 	 	 	 
	5.

	 	REMUNERATION AND COMMISSION
	 	 	3	 
	 
	 	 	 	 	 	 
	6.

	 	PENSION AND INSURANCE BENEFITS
	 	 	4	 
	 
	 	 	 	 	 	 
	7.

	 	EXPENSES
	 	 	4	 
	 
	 	 	 	 	 	 
	8.

	 	HOLIDAYS AND HOLIDAY PAY
	 	 	4	 
	 
	 	 	 	 	 	 
	9.

	 	DISABILITY OR DEATH
	 	 	5	 
	 
	 	 	 	 	 	 
	10.

	 	CONFIDENTIAL INFORMATION
	 	 	5	 
	 
	 	 	 	 	 	 
	11.

	 	COPYRIGHT AND DESIGNS
	 	 	6	 
	 
	 	 	 	 	 	 
	12.

	 	GRATUITIES AND CODES OF CONDUCT
	 	 	7	 
	 
	 	 	 	 	 	 
	13.

	 	RESTRICTIVE COVENANTS
	 	 	7	 
	 
	 	 	 	 	 	 
	14.

	 	TERMINATION BY RECONSTRUCTION OR AMALGAMATION; CHANGE IN
CONTROL
	 	 	9	 
	 
	 	 	 	 	 	 
	15.

	 	TERMINATION OF EMPLOYMENT BY THE COMAPNY FOR CAUSE
	 	 	9	 
	 
	 	 	 	 	 	 
	16.

	 	TERMINATION OF EMPLOYMENT BY THE COMPANY WITHOUT CAUSE
	 	 	10	 
	 
	 	 	 	 	 	 
	17.

	 	TERMINATION OF EMPLOYMENT BY THE EXECUTIVE
	 	 	10	 
	 
	 	 	 	 	 	 
	18.

	 	OBLIGATIONS UPON TERMINATION OF EMPLOYMENT; CERTAIN OTHER
TERMINATIONS
	 	 	11	 
	 
	 	 	 	 	 	 
	19.

	 	EFFECT OF TERMINATION OF THIS AGREEMENT
	 	 	13	 
	 
	 	 	 	 	 	 
	20.

	 	GENERAL RELEASE
	 	 	13	 
	 
	 	 	 	 	 	 
	21.

	 	OTHER TERMS AND CONDITIONS
	 	 	13	 






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	Clause	 	Page
	 
	 	 	 	 	 	 
	22.

	 	NOTICES
	 	 	14	 
	 
	 	 	 	 	 	 
	23.

	 	PREVIOUS AND OTHER AGREEMENTS
	 	 	14	 
	 
	 	 	 	 	 	 
	24.

	 	ENTIRE AGREEMENT/AMENDMENT
	 	 	14	 
	 
	 	 	 	 	 	 
	25.

	 	ASSIGNMENT
	 	 	14	 
	 
	 	 	 	 	 	 
	26.

	 	SEVERABILITY
	 	 	15	 
	 
	 	 	 	 	 	 
	27.

	 	SUCCESSORS/BINDING AGREEMENT
	 	 	15	 
	 
	 	 	 	 	 	 
	28.

	 	CO-OPERATION
	 	 	15	 
	 
	 	 	 	 	 	 
	29.

	 	GOVERNING LAW
	 	 	15	 
	 
	 	 	 	 	 	 
	30.

	 	COUNTERPARTS
	 	 	15	 







 











 





SERVICE AGREEMENT



DATE: 1 May 2008



PARTIES:





	(1)	 	JULIAN MICHAEL CUSACK of [Address] (the “Executive”); and
	 
	(2)	 	ASPEN INSURANCE UK SERVICES LIMITED (Registered in England No. 1184193), 30 Fenchurch St,
London, EC3M 3BD, England (the “Company”).





OPERATIVE TERMS:





	1.	 	INTERPRETATION
	 
	1.1	 	In this Agreement:





	 	 	 
	 
	 	 
	“Affiliate”

	 	means any entity directly or indirectly controlling, controlled by, or under
common control with Holdings; or any other entity designated by the Board of Directors
of Holdings in which Holdings or an Affiliate has an interest;
	 
	 	 
	“Board”

	 	means the Board of Directors of the Company from time to time;
	 
	 	 
	“Chief Executive Officer”

	 	means the Chief Executive Officer of Holdings from time to time;
	 
	 	 
	“Group”

	 	means Holdings and its Affiliates (and “Group Company” means Holdings or any one of
its Affiliates);
	 
	 	 
	“Holdings”

	 	means Aspen Insurance Holdings Limited, a Bermuda limited company; and
	 
	 	 
	“Manager”

	 	means Chief Executive Officer or such other person as the Company may nominate
from time to time as the person to whom the Executive shall report.







	1.2	 	In this Agreement references to any statutory provision shall include such provision as from
time to time amended, whether before on or (in the case of re-enactment or consolidation only)
after the date hereof, and shall be deemed to include provision of earlier legislation (as
from time to time amended) which have been re-enacted (with or without modification) or
replaced (directly or indirectly) by such provision and shall further include all statutory
instruments or orders from time to time made pursuant thereto.
	 
	2.	 	POSITION




 









 






	 	 	The Company shall employ the Executive as Chief Operating Officer of the Group.






	3.	 	TERM
	 
	3.1	 	The Company shall employ the Executive, and the Executive shall serve the Company, on the
terms and conditions set forth in this Agreement, beginning on the date hereof (the “Effective
Date”) and continuing unless and until terminated in accordance with the provisions contained
in this Agreement.
	 
	3.2	 	Notwithstanding the provisions of Clause 3.1, the Executive’s employment shall terminate
automatically when the Executive reaches the age of 65 years.
	 
	4.	 	DUTIES
	 
	4.1	 	Subject to the requirements for the Executive to comply with his duties and obligations under
his contract of employment with Aspen Insurance Holdings Limited dated 1 May 2008 (the “AIHL
Contract”), during his employment hereunder the Executive shall:






	 	4.1.1	 	report to the Manager and perform the duties and exercise the powers and
functions which from time to time may reasonably be assigned to or vested in him by the
Board or the Chief Executive Officer in relation to the Company and any other Group
Company to the extent consistent with his job title set out in Clause 2 (without being
entitled to any additional remuneration in respect of such duties for any Group
Company) other than in accordance with the AIHL Contract;
	 
	 	4.1.2	 	devote the whole of his working time, attention and ability to his duties in
relation to the Company and any other Group Company at such place or places as the
Board shall determine. The Executive shall carry out his duties under this Agreement
at the Company’s premises at 30 Fenchurch St, London EC3M 3BD, or the Company’s
premises at the Maxwell Roberts Building, 1 Church Street, Hamilton HM11, Bermuda or
such other place as the Company and the Executive shall mutually agree;
	 
	 	4.1.3	 	comply with all reasonable requests, instructions and regulations given or
made by the Board (or by any one authorised by it) and promptly provide such
explanations, information and assistance as to the performance of his duties assigned
to him under this Agreement as the Board or the Chief Executive Officer may reasonably
require;
	 
	 	4.1.4	 	faithfully and loyally serve the Company and each other Group Company to the
best of his ability and use his utmost endeavours to promote its interests in all
respects;
	 
	 	4.1.5	 	not engage in any activities which would detract from the proper performance
of his duties hereunder, nor without the prior written consent of the Board in any
capacity including as director, shareholder, principal, consultant, agent, partner or
employee of any other company, firm or person (save as the holder for investment of
securities which do not exceed three percent (3%) in nominal value of the share capital
or stock of any class of any company quoted on a recognised stock exchange) engage or
be concerned or interested directly or indirectly in any other trade, business or
occupation whatsoever; and
	 
	 	4.1.6	 	comply (and shall use every reasonable endeavour to procure that his spouse
and minor




2









 






	 	 	 	children will comply) with all applicable rules of law, stock exchange regulations,
individual registration requirements (at a cost to be borne by the Company) and
codes of conduct of the Company and any other Group Company in effect with respect
to dealing in shares, debentures or other securities of the Company or other Group
Company.






	4.2	 	Nothing herein shall preclude the Executive from (a) serving on the boards of directors of a
reasonable number of other corporations subject to the approval of the Chief Executive Officer
in each case, which approval shall not be unreasonably withheld, (b) serving on the boards of
a reasonable number of trade associations subject to the approval of the Chief Executive
Officer, which approval shall not unreasonably be withheld, and/or charitable organizations,
(c) engaging in any charitable activities and community affairs, and (d) managing his personal
investments and affairs, provided that such activities set forth in this Clause 4.2 do not
significantly interfere with the performance of his duties and responsibilities to any Group
Company.
	 
	5.	 	REMUNERATION AND COMMISSION
	 
	5.1	 	The Executive shall be paid by way of remuneration for his services during his employment
hereunder a salary at the rate (the “Salary Rate”) of £280,000 per annum (less necessary
deductions for income tax and national insurance and any other authorised deductions), subject
to increase pursuant to Clause 5.3, which shall be inclusive of any fees to which the
Executive may be entitled as a director of the Company or of any other Group Company.
	 
	5.2	 	The Executive shall be eligible for a cash bonus (“the annual incentive award”) based on a
bonus potential of 100% of his annual salary during his employment hereunder of such amounts
(if any) at such times and subject to such conditions as the Compensation Committee of the
Board of Directors of Holdings (the “Compensation Committee”) may in its absolute discretion
decide; provided, however, that notwithstanding the preceding language of this Clause 5.2, the
Executive shall participate in all management incentive plans made available to the Company’s
senior executives at a level commensurate with Executive’s status and position at the Company.
	 
	5.3	 	The Company shall review the Salary Rate for increase at least once each year, and any change
in the Salary Rate resulting from such review will take effect from 1 April. The Company’s
review shall take into consideration, among other factors, the base salary paid to individuals
performing similar services at comparable companies based in Bermuda, the United Kingdom and
the United States, as well as other relevant local or global talent pool comparables, it being
expressly understood that while it is intended that the Company shall consider these factors,
it shall have no obligation to take any specific action based on such factors.
	 
	5.4	 	The Executive’s salary will be payable by equal monthly instalments; each monthly instalments
will be in respect of a calendar month and will be paid on or before the last day of such
calendar month. Where the employment has begun or ended in a calendar month, salary in
respect of that month will be the proportion of a normal month’s instalments which the days of
employment in that month bear to the total days in the month.
	 
	5.5	 	The Company may withhold from amounts payable under this Agreement all applicable taxes that
are required to be withheld by applicable laws or regulations.




3









 






	6.	 	PENSION AND INSURANCE BENEFITS
	 
	6.1	 	During his employment hereunder, the Executive shall continue to be a member of the Aspen
Insurance UK Pension Plan (the “Scheme”). The Executive’s membership in the Scheme shall be
subject to the provisions thereof as may be amended from time to time.
	 
	6.2	 	During his employment hereunder, the Company will pay contributions to the Scheme in
accordance with the age related contribution rates established by the Company for directors
from time to time. Such contributions shall be calculated by reference to the aggregate of
the Executive’s salary payable under clause 5.1 of this Agreement and the Executive’s salary
payable under clause 6.1 of the AIHL Contract (the “Aggregate Salary”) as increased from time
to time.
	 
	6.3	 	During his employment hereunder, the Executive shall be entitled to participate in all
employee benefit and perquisite plans and programs made available to the Company’s senior
level executives or to its employees generally, as such plans or programs may be in effect
from time to time.
	 
	6.4	 	During his employment hereunder, the Company shall (subeject to the relevant insurers’ terms
and conditions) provide the Executive with:






	 	6.4.1	 	medical insurance;
	 
	 	6.4.2	 	permanent health insurance (such cover to be calculated by reference to the
Aggregate Salary);
	 
	 	6.4.3	 	personal accident insurance; and
	 
	 	6.4.4	 	life insurance (such cover to be calculated by reference to the Aggregate
Salary).






	 	 	The Board shall have the right to change the arrangements for the provision of such benefits
as it sees fit or, if in the reasonable opinion of the Board, the Company is unable to
secure any such insurance under the rules of any applicable scheme or otherwise at
reasonable rates due to market conditions to cease to provide any or all of the insurances
unless in either case the Executive or a member of his family is at that time suffering from
a medical condition which would entitle them to benefits under the policy in question in
which case the existing policy is to be maintained in force by the Company or an alternative
policy provided which would provide the same benefit in relation to the medical condition in
question.
	 
	7.	 	EXPENSES
	 
	 	 	The Company shall reimburse to the Executive all travelling, hotel, entertainment and other
expenses properly and reasonably incurred by him in the performance of his duties hereunder
and properly claimed and vouched for in accordance with the Company’s expense reporting
procedure in force from time to time.
	 
	8.	 	HOLIDAYS AND HOLIDAY PAY
	 
	8.1	 	The Executive shall be entitled to an aggregate of 30 working days’ paid holiday per holiday
year (in addition to English bank, public and statutory holidays) in relation to his
employment by the Company and by any other Group Company and, if applicable, such additional
days as are set out




4









 






	 	 	in the Company’s standard terms and conditions of employment from time to time, during each
holiday year to be taken at such time or times as may be agreed with the Manager. Except as
otherwise provided in the Company’s holiday policy, the Executive may not carry forward any
unused part of his holiday entitlement to a subsequent holiday year and the Executive shall
not be entitled to any salary in lieu of untaken holiday.






	8.2	 	For the holiday year during which the Executive’s employment hereunder commences or
terminates he shall be entitled to such proportion of his annual holiday entitlement as the
period of his employment in each such holiday year bears to one holiday year as set out in the
Company’s holiday policy. Upon termination of his employment for whatever reason, he shall,
if appropriate, be entitled to salary in lieu of any outstanding holiday entitlement.
	 
	9.	 	DISABILITY OR DEATH
	 
	9.1	 	The Company reserves the right at any time to require the Executive (at the expense of the
Company) to be examined by a medical adviser nominated by the Company and the Executive
consents to the medical adviser disclosing the results of the examination to the Company and
shall provide the Company with such formal consents as may be necessary for this purpose.
	 
	9.2	 	If the Executive shall be prevented by illness, accident or other incapacity from properly
performing his duties hereunder he shall report this fact forthwith to the Company Secretary’s
office and if he is so prevented for seven or more consecutive days he shall if required by
the Company provide an appropriate doctor’s certificate.
	 
	9.3	 	If the Executive shall be absent from his duties hereunder owing to illness, accident or
other incapacity duly certified in accordance with the provisions of clause 9.2 he shall be
paid his full remuneration for any period of absence of up to a maximum of 26 weeks in
aggregate in any period of 52 consecutive weeks and thereafter, subject to the provisions of
clause 16, to such remuneration (if any) as the Board shall in its absolute discretion allow.
	 
	9.4	 	In the event that the Executive’s employment is terminated due to his death, his estate or
his beneficiaries, as the case may be, shall be entitled to: (a) salary at his Salary Rate up
to and including the end of the month in which his death occurs, (b) the annual incentive
award, if any, to which the Executive would have been entitled to pursuant to Clause 5.2 for
the year in which the Executive’s death occurs, multiplied by a fraction, the numerator of
which is the number of days that the Executive was employed during the applicable year and the
denominator of which is 365, and (c) the unpaid balance of all previously earned cash bonus
and other incentive awards with respect to performance periods which have been completed, all
of which amounts shall be payable in a lump sum in cash within 30 days after his death, except
that the pro-rated annual incentive award shall be payable when such award would have
otherwise been payable had the Executive not died.
	 
	10.	 	CONFIDENTIAL INFORMATION
	 
	10.1	 	Except as otherwise provided in this Section, the Executive shall not during his employment
hereunder or at any time after its termination for any reason whatsoever disclose to any
person whatsoever or otherwise make use of any Confidential Information.
	 
	10.2	 	As used in this Section, the term “Confidential Information” shall mean any confidential or
secret information which he has or may have acquired in the course of his employment relating
to the




5









 






	 	 	Company or any other Group Company or any customers or clients of the Company or any other
Group Company, including without limiting the generality of the foregoing:






	 	10.2.1	 	confidential or secret information relating to the past, current or future business,
finances, activities and operations of the Company or any other Group Company;
	 
	 	10.2.2	 	confidential or secret information relating to the past, current or future business,
finances, activities and operations of any third party to the extent that such
information was obtained by the Company or any other Group Company pursuant to a
confidentiality agreement;






	 	 	but shall not include information that is generally known to, or recognised as standard
practice in, the industry in which the Company is engaged unless such information is known
or recognised as a result of the Executive’s breach of this covenant.
	 
	10.3	 	The Executive will only use Confidential Information for the benefit of the Company or any
other Group Company in the course of his employment and shall at all times exercise all due
care and diligence to prevent the unauthorised disclosure or use of Confidential Information.
	 
	10.4	 	In the event that the Executive becomes compelled by a court or administrative order to
disclose any of the Confidential Information other than as permitted pursuant to this Section,
he will provide prompt notice to the Company so that the Company may seek a protective order
or other appropriate remedy. In the event the Company fails to seek, or seeks and fails to
obtain, such a protective order or other protective remedy, the Executive will furnish only
that portion of the Confidential Information that, in the opinion of his counsel, he is
legally required to furnish.
	 
	11.	 	COPYRIGHT AND DESIGNS
	 
	11.1	 	The Executive hereby assigns to the Company all present and future copyright, design rights
and other proprietary rights if any for the full term thereof throughout the world in respect
of all works originated by him at any time during the period of his employment by the Company
or any other Group Company whether during the course of his normal duties or other duties
specifically assigned to him (whether or not during normal working hours) either alone or in
conjunction with any other person and in which copyright or design rights may subsist except
only those designs or other works written, originated, conceived or made by him wholly
unconnected with his service hereunder.
	 
	11.2	 	The Executive agrees and undertakes that he will execute such deeds or documents and do all
such acts and things as may be necessary or desirable to substantiate the rights of the
Company in respect of the matters referred to in this Clause. To secure his obligation under
this Agreement the Executive irrevocably appoints the Company to be his attorney in his name
and on his behalf to execute such deeds or documents and do all such acts and things as may be
necessary or desirable to substantiate the rights of the Company in respect of the matters
referred to in this Clause.
	 
	11.3	 	The Executive hereby irrevocably waives all moral rights that he had or may have in any of
the works referred to in Clause 11.1, subject to the exception therein.




6









 












	12.	 	GRATUITIES AND CODES OF CONDUCT
	 
	12.1	 	The Executive shall comply with all codes of conduct from time to time adopted by the Board
or the Board of Directors of Holdings.
	 
	12.2	 	The Executive shall not, except in accordance with the Holdings Gift and Hospitality Policy
and any other code of conduct adopted by the Board of Holdings or with the prior written
consent of the Board, directly or indirectly accept any commission, rebate, discount, gratuity
or gift, in cash or in kind from any person who has or is likely to have a business
relationship with the Company or any other Group Company and shall notify the Company upon
acceptance by the Executive of any commission, rebate, discount, gratuity or gift in
accordance with the Holdings Gift and Hospitality Policy or any such code of conduct from time
to time.
	 
	13.	 	RESTRICTIVE COVENANTS
	 
	13.1	 	For the purpose of this Clause:
	 
	 	 	“the Business” means the business of the Group or any Group Company at the date of
termination of the Executive’s employment with which the Executive has been concerned to a
material extent at any time in the Relevant Period;
	 
	 	 	references to the “Group” and “Group Companies” shall only be reference to the Group and
Group Companies in respect of which the Executive has carried out material duties in the
Relevant Period;
	 
	 	 	“Relevant Period” shall mean the period of 24 months immediately preceding the date on which
the Restricted Period defined in clause 13.3 commences or the date on which the Company
seeks to enforce the restriction in question;
	 
	 	 	“Restricted Person” shall mean any person who or which has at any time during the Relevant
Period done business with the Company or any other Group Company as customer or client or
consultant and whom or which the Executive shall have had personal dealings with, contact
with or responsibility for (each, in a business or commercial capacity) during the Relevant
Period;
	 
	 	 	“Key Employee” shall mean any person who at the date of termination of the Executive’s
employment is employed or engaged by the Company or any other Group Company with whom the
Executive has had material contact during the Relevant Period and (a) is employed or engaged
in the capacity of Manager, Underwriter or otherwise in a senior capacity or in any other
capacity as may be agreed in writing between the Executive Committee and the Executive from
time to time and/or (b) is in the possession of Confidential Information and/or (c) is
directly managed by or reports to the Executive.
	 
	13.2	 	The Executive covenants with the Company that he will not in connection with the carrying on
of any business in competition with the Business during his employment or any Restricted
Period applicable upon the termination of the Executive’s employment (as defined in clause
13.3)




7









 






	 	 	without the prior written consent of the Board either alone or jointly with or on behalf of
any person directly or indirectly:






	 	13.2.1	 	canvass, solicit or approach or cause to be canvassed or solicited or approached for
orders in respect of any services provided and/or any products sold by the Company or
any other Group Company any Restricted Person;
	 
	 	13.2.2	 	solicit or entice away or endeavour to solicit or entice away from the Company or any
other Group Company any Key Employee;
	 
	 	13.2.3	 	be employed, engaged, interested in or concerned with any business or undertaking
which is engaged in or carries on business in the United Kingdom, Bermuda or the USA
which is or is about to be in competition with the Business;






	13.3	 	The length of the Restricted Period depends upon the circumstances in which the Executive’s
employment terminates as follows:-






	 	13.3.1	 	if the Executive serves 12 months’ notice to terminate his employment without Good
Reason under clause 17.2 the Restricted Period shall be a period of 12 months (or 18
months in respect of clause 13.2.2 only) from the date on which notice is served which
period shall run concurrently with the 12 month notice period irrespective of whether
the Executive is working his notice, on garden leave or his employment has terminated
prior to the expiry of the notice period as a result of the Company making a payment
pursuant to clause 18.2 within the time period specified in that clause;
	 
	 	13.3.2	 	if the Company serves notice to terminate the Executive’s employment without Cause
under clause 16 the Restricted Period shall be a period of 6 months from the date on
which notice is served by the Company which period shall run concurrently with the 12
month notice period irrespective of whether the Executive is working his notice, on
garden leave or his employment has terminated prior to the expiry of the notice period
as a result of the Company making a payment pursuant to clause 18.2 within the time
period specified in that clause;
	 
	 	13.3.3	 	if the Executive serves immediate notice to terminate his employment with Good Reason
under clause 17.1 the Restricted Period shall be 6 months from the date of termination
provided the Executive is paid the payment due under clause 18.2 within the time period
specified in that clause;
	 
	 	13.3.4	 	if the Company serves immediate notice to terminate the Executive’s employment with
Cause under clause 15.1 the Restricted Period shall be 6 months from the date of
termination provided the Company complies with clause 15.1;






	13.4	 	The covenants contained in Clauses 13.2.1, 13.2.2 and 13.2.3 are intended to be separate and
severable and enforceable as such. It is expressly understood and agreed that although the
Executive and the Company consider the restrictions contained in this Clause 13 to be
reasonable, if a final judicial determination is made by a court of competent jurisdiction
that the time or territory or any other restriction contained in this Agreement is an
unenforceable restriction against the Executive, the provisions of this Agreement shall not be
rendered void but shall be deemed amended to apply as to such maximum time and territory and
to such maximum extent as such court may judicially determine to be enforceable.
Alternatively, if any court of competent




8









 






	 	 	jurisdiction finds that any restriction contained in this Agreement is unenforceable, and
such restriction cannot be amended so as to make it enforceable, such finding shall not
affect the enforceability of any of the other restrictions contained herein.






	13.5	 	The Executive acknowledges and agrees that the Company’s remedies at law for a breach of any
of the provisions of Clauses 10, 11 or 13 would be inadequate and the Company would suffer
irreparable damages as a result of such breach. In recognition of this fact, the Executive
agrees that, in the event of such a breach, in addition to any remedies at law, the Company,
without posting any bond, shall be entitled to obtain equitable relief in the form of specific
performance, temporary restraining order, temporary or permanent injunction or any other
equitable remedy which may then be available.
	 
	14.	 	TERMINATION BY RECONSTRUCTION OR AMALGAMATION; CHANGE IN CONTROL
	 
	14.1	 	If the employment of the Executive hereunder shall be terminated solely by reason of the
liquidation of any Group Company for the purposes of amalgamation or reconstruction or as part
of any arrangement for the amalgamation of the undertaking of such Group Company not involving
liquidation (in each case, other than a “Change in Control”, as defined below) and the
Executive shall be offered employment with the amalgamated or reconstructed company on the
same terms as the terms of this Agreement, the Executive shall have no claim against the
Company or any Group Company in respect of the termination of his employment by the Company.
	 
	14.2	 	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 Clause 18.2, the Executive shall be entitled to the following benefits: other than share
options and other equity-based awards granted in 2004 and 2005, 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 and remain exercisable for the remainder of
their terms.
	 
	14.3	 	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.
	 
	15.	 	TERMINATION OF EMPLOYMENT BY THE COMPANY FOR CAUSE
	 
	15.1	 	The Company, without prejudice to any remedy which it may have against the Executive for the
breach or non-performance of any of the provisions of this Agreement, may by notice in writing
to the Executive forthwith terminate his employment for “Cause”. In the event the Company
terminates the Executive’s employment for Cause, the Executive shall be entitled to salary at
his Salary Rate and the benefits of his employment up to the date of termination.
	 
	 	 	For the purposes of this Agreement, “Cause” shall mean circumstances where the Executive:






	 	(a)	 	becomes bankrupt or becomes the subject of an interim order
under the Insolvency Act 1986 or makes any arrangement or composition with his
creditors; or




9









 






	 	(b)	 	is convicted of any criminal offence (other than an offence
under road traffic legislation in the United Kingdom or elsewhere for which a
penalty other than imprisonment is imposed); or






	 	(c)	 	is guilty of any serious misconduct, any conduct tending to
bring the Company or any other Group Company or himself into disrepute, any
material breach or non-observance of any of the provisions of this Agreement,
or conducts himself in a way which is materially prejudicial or calculated to
be materially prejudicial to the business of the Group;
	 
	 	(d)	 	is disqualified from being a director of any company by reason
of an order made by any competent court; or
	 
	 	(e)	 	is guilty of any repeated breach or non-observance of any code
of conduct or fails or ceases to be registered (where such registration is, in
the reasonable opinion of the Board, required for the performance of his
duties) by any regulatory body in the United Kingdom or elsewhere.






	16.	 	TERMINATION OF EMPLOYMENT BY THE COMPANY WITHOUT CAUSE
	 
	 	 	The Company may terminate the employment of the Executive at any time during the employment
hereunder without Cause by either (i) giving to the Executive 12 months’ prior notice in
writing; or (ii) terminating the employment of the Executive immediately and paying the
Executive in lieu of the notice to which he would have otherwise been entitled under (i)
above (which payment in lieu shall be deemed to be included within the Severance Payment
referred to in Clause 18.2) provided that the Company may not terminate the employment of
the Executive under this clause without his consent at a time when he is unable to perform
his duties through illness if the consequence of such termination would be to deprive him of
any benefits that would otherwise be payable to him under the provisions of any permanent
health insurance policy taken out by the Company.
	 
	17.	 	TERMINATION OF EMPLOYMENT BY THE EXECUTIVE
	 
	17.1	 	The Executive shall have the right to terminate his employment at any time for Good Reason by
immediate notice if, following submission of the written notice by the Executive to the
Company detailing the events alleged to constitute Good Reason in accordance with this Clause,
the Company shall have failed to cure such events within the 30 day period following
submission of such notice. For purposes of this Agreement, “Good Reason” shall mean (i) a
reduction in the Executive’s annual base salary or annual bonus opportunity, or the failure to
pay or provide the same when due, (ii) a material diminution in the Executive’s duties,
authority, responsibilities or title, or the assignment to the Executive of duties or
responsibilities which are materially inconsistent with his positions, (iii) the removal of
the Executive from the position described in Clause 2, (iv) a material change in the
Executive’s reporting line; (v) the Company’s requiring the Executive to be based at any
office or location more than fifty (50) miles from the Executive’s office as of the date
hereof or (vi) any other fundamental breach of this Agreement; provided, however, that no such
event(s) shall constitute “Good Reason” unless the Company shall have failed to cure such
event(s) within 30 days after receipt by the Company from the Executive of written notice
describing in detail such event(s).
	 
	17.2	 	The Executive shall have the right to terminate his employment at any time without Good
Reason




10









 






	 	 	upon giving 12 months’ prior written notice to the Company.






	17.3	 	If the Executive gives notice to terminate his employment without Good Reason under Clause
17.2 or if the Executive seeks to terminate his employment without Good Reason and without the
notice required by Clause 17.2 or the Company gives notice to terminate the Executive’s
employment under Clause 16(i), then provided the Company continues to provide the Executive
with the salary and contractual benefits and allows all previously earned incentive awards
such as share awards and share options and any awards under any Long Term Incentive plans to
continue to vest and pays any annual incentive award due under clause 17.4 / in accordance
with this Agreement the Company has, at its discretion, the right for the period (the “Garden
Leave Period”) then outstanding until the date of the termination of the Executive’s
employment:






	 	17.3.1	 	to exclude the Executive from any premises of the Company or any Group Company and
require the Executive not to attend at any premises of the Company or any Group
Company; and/or
	 
	 	17.3.2	 	to require the Executive to carry out no duties; and/or
	 
	 	17.3.3	 	to require the Executive not to communicate or deal with any employees, agents,
consultants, clients or other representatives of the Company or any other Group
Company; and/or
	 
	 	17.3.4	 	to require the Executive to resign with immediate effect from any offices he holds
with the Company or any other Group Company (and any related trusteeships); and/or
	 
	 	17.3.5	 	to require the Executive to take any holiday which has accrued under clause 8 during
the Garden Leave Period.






	 	 	The Executive shall continue to be bound by the duties set out in Clause 4 (insofar as they
are compatible with being placed on garden leave), the restrictions set out in Clause 13.2
and all duties of good faith and fidelity during the Garden Leave Period.
	 
	17.4	 	If the Executive is required to take garden leave under clause 17.3 the Company will during
this time (where the Company has served notice to terminate his employment Without Cause under
clause 16(i) but not otherwise) pay to the Executive an annual incentive award equal to the
lesser of (x) the target annual incentive award for the year in which notice was served and
(y) the average of the annual incentive awards received by the Executive in the prior there
years (or if less the number of prior years in which the Executive was employed by the
Company) multiplied by a fraction, the numerator of which is the number of days that the
Executive was on garden leave and the denominator of which is 365 such award to be paid on the
completion of garden leave.
	 
	18.	 	OBLIGATIONS UPON TERMINATION OF EMPLOYMENT; CERTAIN OTHER TERMINATIONS
	 
	18.1	 	Upon the termination of his employment hereunder for whatever reason the Executive shall:






	 	18.1.1	 	forthwith tender his resignation as a Director of the Company and of any other Group
Company without compensation, but without prejudice to any other rights which he may
have under this Agreement. To secure his obligation under this Agreement the Executive




11









 






	 	 	 	irrevocably appoints the Company to be his attorney in his name and on his behalf to
sign any documents and do any things necessary to give effect thereto, if the
Executive shall fail to sign or do the same himself;






	 	18.1.2	 	deliver up to the Company all keys, credit cards, correspondence, documents,
specifications, reports, papers and records (including any computer materials such as
discs or tapes) and all copies thereof and any other property (whether or not similar
to the foregoing or any of them) belonging to the Company or any other Group Company
which may be in his possession or under his control, and (unless prevented by the owner
thereof) any such property belonging to others which may be in his possession or under
his control and which relates in any way to the business or affairs of the Company or
any other Group Company or any supplier, agent, distributor or customer of the Company
or any other Group Company, and he shall not without written consent of the Board
retain any copies thereof;
	 
	 	18.1.3	 	if so requested send to the Company Secretary a signed statement confirming that he
has complied with Clause 18.1.1; and
	 
	 	18.1.4	 	not at any time make any untrue or misleading oral or written statement concerning
the business and affairs of the Company or any other Group Company or represent himself
or permit himself to be held out as being in any way connected with or interested in
the business of the Company or any other Group Company (except as a former employee for
the purpose of communicating with prospective employers or complying with any
applicable statutory requirements).






	18.2	 	In the event of a termination of Executive’s employment hereunder by the Executive with Good
Reason or by the Company without Cause (other than by reason of death), the Executive shall be
entitled to (a) salary at his Salary Rate through the date in which his termination occurs;
(b) the lesser of (x) the target annual incentive award for the year in which the Executive’s
termination occurs or notice is served, and (y) the average of the annual incentive awards
received by the Executive in the prior three years (or, if less the number of prior years in
which the Executive was employed by the Company), multiplied by a fraction, the numerator of
which is the number of days that the Executive was employed from the end of the last financial
year in which he received a bonus to the end of his employment and the denominator of which is
365; (c) subject to Clause 18.3 below, the sum of (x) the Executive’s highest Salary Rate
during the term of this Agreement and (y) the lesser of the target annual award incentive/for
the year in which Executives termination occurs and the average bonus under the Company’s
annual incentive plan actually earned by the Executive during the three years (or number of
complete years employed by the Company, if fewer) immediately prior to the year of termination
(the sum of (x) and (y) hereafter referred to as the “Severance Payment”), and (d) the unpaid
balance of all previously earned cash bonus and other incentive awards with respect to
performance periods which have been completed, but which have not yet been paid, all of which
amounts shall be payable in a lump sum in cash within 30 days after his termination. In the
event that the Company terminates the Executive’s employment without Cause under the
provisions of Clause 16(ii) the parties acknowledge that the Severance Payment will be
inclusive of the Executive’s rights to be paid in lieu of the 12 months’ notice period to
which he is entitled under that Clause.
	 
	18.3	 	In the event that the Executive’s employment is terminated by the Company without Cause under
the provisions of Clause 16(i) and the Company exercises all or any of its rights under Clause




12









 






	 	 	17.3 during the 12 months’ notice period, the Severance Payment shall be reduced by a sum
equal to the total salary and bonus payments received by the Executive during the Garden
Leave Period.






	18.4	 	Benefits. In the event of a termination of Executive’s employment hereunder by the Executive
with Good Reason or by the Company without Cause (other than by reason of death) for which (in
each case) the Company pays the Executive in lieu of his notice period, the Executive shall be
entitled to the value of pension contributions for his notice period based on the Aggregate
Salary as referred to in clause 6.2, the continuation of membership of the medical plan in
accordance with this Agreement and the AIHL Contract for up to one year following termination
or, if earlier, until he is able to join the medical plan of a future employer and a
contribution of £5,000 towards the Executive purchasing insurance for Permanent Health
Insurance and Life Insurance to cover the lack of cover between employments. For the
avoidance of doubt, in circumstances where the Executive is on ‘Garden Leave’ the benefits
will continue to apply until his employment is terminated.
	 
	18.5	 	Upon any termination of employment, the Executive shall be entitled to (a) any expense
reimbursement due to him and (b) other benefits (if any) in accordance with the applicable
plans and programs of the Company.
	 
	18.6	 	In the event of any termination of employment under this Agreement, the Executive shall be
under no obligation to seek other employment and there shall be no offset against amounts due
the Executive under this Agreement on account of any remuneration attributable to any
subsequent employment that he may obtain.
	 
	19.	 	EFFECT OF TERMINATION OF THIS AGREEMENT
	 
	19.1	 	The expiry or termination of this Agreement however arising shall not operate to affect any
of the provisions hereof which are expressed to operate or have effect thereafter and shall
not prejudice the exercise of any right or remedy of either party accrued beforehand.
	 
	20.	 	GENERAL RELEASE
	 
	 	 	Notwithstanding any provision herein to the contrary, prior to payment of any amount
pursuant to Clauses 14.2 and 18.2, the Executive shall execute a valid general release, in
the form attached hereto (except to the extent that the Company considers that a change in
law or any current practice existing at the date of termination requires a modification to
such release), pursuant to which the Executive shall release the Group and its shareholders,
directors, officers, employees and agents, to the maximum extent permitted by law, from any
and all claims the Executive may have against the Group that relate to or arise out of the
Executive’s employment or termination of employment, except such claims arising under this
Agreement.
	 
	21.	 	OTHER TERMS AND CONDITIONS
	 
	21.1	 	The following particulars are given in compliance with the requirements of section 1 of the
Employment Rights Act 1996:






	 	21.1.1	 	The Executive’s period of continuous employment which began on 1 July 1989, shall be
recognised by the Company.




13









 






	 	21.1.2	 	The Executive’s hours of work shall be the normal hours of work of the Company which
are from 9.00 am to 5.00 pm together with such additional hours as may be necessary
without additional remuneration for the proper discharge of his duties hereunder to the
satisfaction of the Board.
	 
	 	21.1.3	 	If the Executive is dissatisfied with any disciplinary decision or if he has any
grievance relating to his employment hereunder he should refer such disciplinary
decision or grievance to the Board and the reference will be dealt with by discussion
at and decision of a duly convened meeting of the Board.
	 
	 	21.1.4	 	A contracting-out certificate is not currently in force in respect of the Executive’s
employment hereunder.
	 
	 	21.1.5	 	Save as otherwise herein provided there are no terms or conditions of employment
relating to hours of work or to normal working hours or to entitlement to holiday
(including public holidays) or holiday pay or to incapacity for work due to sickness or
injury or to pensions or pension schemes and no collective agreement has any effect
upon the Executive’s employment hereunder.






	22.	 	NOTICES
	 
	 	 	Any notice to be given hereunder shall be in writing. Notice to the Executive shall be
sufficiently served by being delivered personally to him or by being sent by first class
post addressed to him at his usual or last known place of residence, Notice to the Company
shall be sufficiently served by being delivered to the Company Secretary or by being sent by
first class post to the registered office of the Company. Any notice if so posted shall be
deemed served upon the third day following that on which it was posted.
	 
	23.	 	PREVIOUS AND OTHER AGREEMENTS
	 
	 	 	This Agreement shall take effect in substitution for all previous agreements and
arrangements (whether written, oral or implied) between the Company and the Executive
relating to his employment which shall be deemed to have been terminated by mutual consent
with effect from the commencement of this Agreement.
	 
	24.	 	ENTIRE AGREEMENT/AMENDMENT
	 
	 	 	This Agreement contains the entire understanding of the parties with respect to the
employment of the Executive by the Company. There are no restrictions, agreements,
promises, warranties, covenants or undertakings between the parties with respect to the
subject matter herein other than those expressly set forth herein. This Agreement may not
be altered, modified, or amended except by written instrument signed by the parties hereto.
	 
	25.	 	ASSIGNMENT
	 
	 	 	This Agreement, and all of the Executive’s rights and duties hereunder, shall not be
assignable or delegable by the Executive. Any purported assignment or delegation by the




14









 






	 	 	Executive in violation of the foregoing shall be null and void ab initio and of no force and
effect. This Agreement may be assigned by the Company to a person or entity that is the
successor in interest to substantially all of the business operations of the Company. Upon
such assignment, the rights and obligations of the Company hereunder shall become the rights
and obligations of such successor person or entity. Failure by such successor of the
Company to expressly assume this Agreement shall constitute an event of “Good Reason”,
entitling Executive to the Benefits set forth in clauses 17, 18.2 or 14.2, as applicable.






	26.	 	SEVERABILITY
	 
	 	 	In the event that any one or more of the provisions of this Agreement shall be or become
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions of this Agreement shall not be affected thereby.
	 
	27.	 	SUCCESSORS/BINDING AGREEMENT
	 
	 	 	This Agreement shall inure to the benefit of and be binding upon personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees of the parties hereto.
	 
	28.	 	CO-OPERATION
	 
	 	 	During employment by the Company and thereafter, the Executive shall provide his reasonable
co-operation in connection with any action or proceeding (or any appeal from any action or
proceeding) that relates to events occurring during the Executive’s employment; provided,
however, that after the Executive’s employment by the Company has ended, (i) any request for
such co-operation shall accommodate the demands of the Executive’s then existing schedule
and (ii) if any such request will involve more than a de minimis amount of the Executive’s
time, the Executive shall be entitled to reasonable compensation therefore.
	 
	29.	 	GOVERNING LAW
	 
	 	 	English law shall apply to this Agreement.
	 
	30.	 	COUNTERPARTS
	 
	 	 	This Agreement 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.




15









 










IN WITNESS whereof this Agreement has been duly executed and delivered as a deed the day and year
first before written.




	 	 	 	 	 	 	 
	SIGNED as a Deed
	 	 	)	 	 	 

	and DELIVERED by
	 	 	)	 	 	 

	Julian Cusack
	 	 	)	 	/s/ Julian Cusack	 

	in the presence of:
	 	 	)	 	 	 






Witness Signature:



Witness Name:



Witness Address:



Witness Occupation:




	 	 	 	 	 
	 	
ASPEN INSURANCE UK SERVICES LIMITED

 	 
	 	By:  	Chris O’Kane	 
	 	 	Name:  	Chris O’Kane	 
	 	 	Title:  	Chief Executive Officer	 



16









 







DATED                                         




ASPEN INSURANCE UK SERVICES LIMITED




and




JULIAN CUSACK




 






COMPROMISE AGREEMENT




 






17









 




THIS AGREEMENT is made as of the            day of                      [20[     ]]




BETWEEN:





	(1)	 	ASPEN INSURANCE UK SERVICES LIMITED, (Registered in England No. 1184193), 30 Fenchurch
Street, London EC3M 3BD, England (formerly known as (the “Company”); and
	 
	(2)	 	JULIAN MICHAEL CUSACK of [insert UK address] (hereinafter referred to as the “Executive”).




IT IS AGREED as follows:





	1.	 	INTERPRETATION






	 	1.	 	In this Agreement:
	 
	 	2.	 	“Group Company” shall mean any holding company of the Company from time
to time and any subsidiary of the Company or of any such holding company from time
to time. The terms “holding company” and “subsidiary” shall have the meanings
ascribed to them by Section 736 of the Companies Act 1985, as amended; and
	 
	 	3.	 	“Service Agreement” shall mean the service agreement entered into
between the Executive and the Company dated [     ], as subsequently amended.






	2.	 	TERMINATION DATE
	 
	 	 	The Executive’s employment with the Company [will end][ended] on [date] (the “Termination
Date”).




18









 












	3.	 	PAYMENT OF SALARY ETC
	 
	 	 	The Company will continue to provide the Executive with his salary and all other contractual
benefits up to the Termination Date in the normal way. Within 14 days of the Termination
Date the Company will also pay the Executive in respect of his accrued but untaken holiday
(less such deductions for income tax and national insurance as are required by law).
	 
	4.	 	TERMINATION SUMS
	 
	 	 	Subject to the Executive agreeing to all of the conditions set out below, and receipt by the
Company of a copy of this Agreement signed by the Executive and the attached certificate
signed by the Executive’s legal adviser, the Company will pay the Executive the following
sums:






	 	(i)	 	£[appropriate figure to be inserted] in respect of the Executive’s entitlement
to an annual incentive award for the year in which the termination of the Executive’s
employment with the Company occurs, as calculated in accordance with Clause 18.2 (b) of
the Service Agreement;
	 
	 	(ii)	 	the sum of £[appropriate figure to be inserted] in respect of the Executive’s
entitlement to a Severance Payment, as calculated and defined in accordance with Clause
18.2(c) of the Service Agreement; and
	 
	 	(iii)	 	the sum of £[appropriate figure to be inserted] in respect of the Executive’s
entitlement to the unpaid balance of all previously earned cash bonus and other
incentive awards with respect to performance periods which have been completed as at
the Termination Date but not yet paid, as calculated in accordance with Clause 18.2(d)
of the Service Agreement.






	 	 	The sums set out in (i) to (iii) above will be subject to such deductions for income tax and
national insurance as are required by law and will be paid to the Executive within [14] days
of the date of signature by him of this Agreement and signature by his legal adviser of the
attached certificate. Payment will be made by transfer to the Executive’s bank account.
	 
	5.	 	SHARE OPTIONS
	 
	 	 	[The Company confirms that:






	 	(a)	 	with respect to share options issued under the Option Agreement;
notwithstanding any provision in the Option Agreement to the contrary, the Shares
underlying the Time Option (as defined in the Option Agreement) vested and became
exercisable on 31 December 2006; and it is agreed that the Shares underlying the
Performance-Accelerated Option (as defined in the Option Agreement) that remain
unvested at the date of this Agreement shall continue to vest and become exercisable in
accordance with the provisions of clause 2(b) of the Option Agreement notwithstanding
the termination of the Executive’s employment; and
	 
	 	(b)	 	with respect to other share options, the extent to which share options
held by the Executive as at the Termination Date shall be exercisable following the
Termination Date will be




19









 






	 	 	 	determined solely in accordance with terms of the agreements under which such share
options were granted.] or [Other than in relation to share options granted to the
Executive in 2004 and 2005, the Company confirms that all share options granted to
the Executive have vested and will remain exercisable for the remainder of their
terms.]1






	6.	 	WAIVER OF CLAIMS
	 
	 	 	The Executive accepts the terms set out in this Agreement in full and final settlement of
all and any claims that he has or may have against the Company, the Board or any other Group
Company or any of its or their current or former shareholders, directors, officers,
employees or agents, whether contractual (whether known or unknown, existing now or in the
future), statutory or otherwise, arising out of or in connection with his employment with
the Company or the termination of his employment and his directorship of the Company and any
Group Company or his resignation therefrom. The Executive also agrees to waive irrevocably
and release the Company, the Board and all Group Companies (and all of its or their current
or former shareholders, directors, officers, employees or agents) from and against any
claims whether contractual (whether known or unknown, existing now or in the future),
statutory or otherwise, arising out of or in connection with his employment with the Company
or the termination of his employment and his directorship of the Company and any Group
Company or his resignation therefrom. This waiver shall not apply in relation to any claim
relating to his pension rights that have accrued up to the Termination Date.
	 
	7.	 	CONFIRMATION OF NO BREACHES
	 
	 	 	The Executive confirms and warrants to the Company that he has not at any time during his
employment committed a fundamental breach of the terms of the Service Agreement.
	 
	8.	 	LEGAL ADVICE
	 
	 	 	The Executive confirms that he has received advice from [name of legal advisor] of [name and
address of solicitors], a relevant independent adviser for the purposes of section 203 of
the Employment Rights Act 1996, as to the terms and effect of this Agreement and, in
particular, its effect on his ability to pursue his rights before an employment tribunal.
The Executive will procure that his legal adviser signs the attached legal adviser’s
certificate, which forms part of this Agreement.
	 
	9.	 	SATISFACTION OF STATUTORY CONDITIONS
	 
	(a)	 	This Agreement satisfies the conditions for regulating compromise agreements under Section
203 of the Employment Rights Act 1996, Regulation 35 of the Working Time Regulations 1998,
Section 77 of the Sex Discrimination Act 1975, Section 72 of the Race Relations Act 1976,
Section 9 of the Disability Discrimination Act 1995, Regulation 9 of the Part-Time Workers
(Prevention of Less Favourable Treatment) Regulations 2000, Regulation 10 of the Fixed Term
Employees (Prevention of Less Favourable Treatment) Regulations 2002, Section 49 of the
National Minimum Wage Act 1998, Paragraph 2(2) of Schedule 4 to the Employment Equality
(Religion or Belief) Regulations 2003 and




20









 






	 	 	Paragraph 2(2) of Schedule 4 to the Employment Equality (Sexual Orientation) Regulations
2003.






	(b)	 	The Executive is aware of his rights under the Employment Rights Act 1996, the Working
Time Regulations 1998, the Sex Discrimination Act 1975, the Race Relations Act 1976, the
Disability Discrimination Act 1995, the Part-Time Workers (Prevention of Less Favourable
Treatment) Regulations 2000, the Fixed Term Employees (Prevention of Less Favourable
Treatment) Regulations 2002, the National Minimum Wage Act 1998, the Employment Equality
(Religion or Belief) Regulations 2003 and the Employment Equality (Sexual Orientation)
Regulations 2003 and has informed the Company of any and all claims that he might seek to
bring arising from his employment or termination of employment. This agreement relates to
his claims for breach of contract, unfair dismissal, sex discrimination, race
discrimination, disability discrimination, sexual orientation discrimination, religion or
belief discrimination, any claim under the Working Time Regulations 1998, any claim under
the National Minimum Wage Act 1998, the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, the Fixed Term
Employees (Prevention of Less Favourable Treatment) Regulations 2002 or any claim for
unlawful deductions from wages under the Employment Rights Act 1996.
	 
	10.	 	POST-TERMINATION RESTRAINTS
	 
	 	 	The Executive acknowledges that the provisions of Clause 10 (Confidentiality) and Clause 13
(Restrictive Covenants) of the Service Agreement will (to the extent that they are
applicable in the circumstances of the termination of the Executive’s employment with the
Company) remain in full force and effect notwithstanding the termination of his employment.
	 
	11.	 	RETURN OF COMPANY PROPERTY
	 
	 	 	Before any payment under Clause 4 above is made, the Executive will, in accordance with
Clause 18.1(a) of the Service Agreement, deliver up to the Company all vehicles, keys,
credit cards, correspondence, documents, specifications, reports, papers and records
(including any computer materials such as discs or tapes) and all copies thereof and any
other property (whether or not similar to the foregoing or any of them) belonging to the
Company or any other Group Company which may be in his possession or under his control, and
(unless prevented by the owner thereof) any such property belonging to others which may be
in his possession or under his control and which relates in any way to the business or
affairs of the Company or any other Group Company or any supplier, agent, distributor or
customer of the Company or any other Group Company, and he confirms that he has not retained
any copies thereof.




21









 












	12.	 	CONFIDENTIALITY
	 
	 	 	Save by reason of any legal obligation or to enforce the terms of this letter, the parties
will not:






	 	(a)	 	disclose the existence or terms of this Agreement to anyone (other than to their
professional advisers, HM Revenue & Customs or any other competent authority or in the
case of the Executive, his spouse);
	 
	 	(b)	 	directly or indirectly disseminate, publish or otherwise disclose (or allow to be
disseminated, published or otherwise disclosed) by any means (whether oral, written or
otherwise) or medium (including without limitation electronic, paper, radio or
television) any information directly or indirectly relating to the termination of the
Executive’s employment; or
	 
	 	(c)	 	make any derogatory or disparaging comments about the other and in the case of
the Executive in relation to the Company, any Group Company or any of its or their
shareholders, directors, officers, employees or agents.






	14.	 	NO ADMISSION OF LIABILITY
	 
	 	 	This agreement is made without any admission on the part of the Company or any Group Company
that it has or they have in any way breached any law or regulation or that the Executive has
any claims against the Company or any Group Company.
	 
	15.	 	TAX INDEMNITY
	 
	 	 	The Executive hereby agrees to be responsible for the payment of any tax and employee’s
national insurance contributions imposed by any competent taxation authority in respect of
any of the payments and benefits provided under this Agreement (other than for the avoidance
of doubt, any tax and/or employee’s national insurance contributions deducted or withheld by
the Company in paying the sums to the Executive). The Executive further agrees to indemnify
the Company and all Group Companies and keep them indemnified on an ongoing basis against
any claim or demand which is made by any competent taxation authority against the Company or
any Group Company in respect of any liability of the Company or any Group Company to deduct
an amount of tax or an amount in respect of tax or any employee’s national insurance
contributions from the payments made and benefits provided under this Agreement, including
any related interest or penalties imposed by any competent taxation authority save where
such interest or penalties arise as a result of the Company’s own default or delay.
	 
	16.	 	ENTIRE AGREEMENT
	 
	 	 	This letter sets out the entire agreement between the Executive and the Company and, save as
set out in Clauses 5 and 10 above, supersedes all prior arrangements, proposals,




22









 






	 	 	representations, statements and/or understandings between the Executive, the Company and any
Group Company.






	17.	 	THIRD PARTY RIGHTS
	 
	 	 	Notwithstanding the Contracts (Rights of Third Parties) Act 1999 this Agreement may be
varied by agreement between the Executive and the Company.
	 
	18.	 	RESIGNATION OF DIRECTORSHIP
	 
	 	 	At the same time as executing this Agreement the Executive will resign with immediate effect
from his directorship of the Company and from all directorships and offices held with other
Group Companies (and all related trusteeships) by signing and delivering the attached
letters of resignation.
	 
	19.	 	APPLICABLE LAW
	 
	 	 	This agreement is subject to English law and the exclusive jurisdiction of the English
courts.





	 	 	 	 	 
	 	 	 
	 	 	 
	Julian Michael Cusack 	 	 
	 	 	 
	 	 	 
	dated 	 	 
	 
	 	 	 
	 	 	 
	For and on behalf of Aspen Insurance UK Services Limited	 
	 	 	 
	 	 	 
	dated 	 	 



23









 







LEGAL ADVISER’S CERTIFICATE



I, [name of solicitor] of [address of firm] hereby confirm to Aspen Insurance UK Services Limited
that I am an independent adviser for the purposes of section 203 of the Employment Rights Act 1996
and that I have advised Julian Cusack as to the terms and effect of this Agreement and its effect
on his ability to pursue his rights before an employment tribunal. There was in force, when such
advice was given, a policy of insurance covering the risk of a claim by Julian Cusack in respect of
loss arising in consequence of such advice.


	 	 	 	 	 
	 	 	 
	 	 	 
	[name of adviser] 	 	 
	 	 	 
	 	 	 
	date 	 	 
	 	 	 





24









 






To the board of Directors

Aspen Insurance UK Services Limited




[date]



Dear Sirs



Aspen Insurance UK Services Limited (the “Company”)



I hereby irrevocably and unconditionally resign from the office of Director of the Company with
immediate effect, and I acknowledge and confirm that I have no claim of whatsoever kind outstanding
for compensation or otherwise against the Company, its servants, officers, agents or employees in
respect of the termination of my appointment.



Yours faithfully




	 	 	 	 	 	 	 
	SIGNED as a DEED
	 	 	)	 	 	 

	and DELIVERED
	 	 	)	 	 	 

	by JULIAN MICHAEL CUSACK
	 	 	)	 	 	 

	in the presence of:
	 	 	)	 	 	 






Witness signature:



Witness Name:



Witness address:



[note: separate individual similar letters of resignation should be produced for any other Group
companies of which the individual is a director]




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