Exhibit
10.1


 


BY HAND


 


December 7, 2009


 


Mr. Michael Schozer


[address]


 


Dear Mike:


 


This will confirm our
discussion about your separation  from
employment as President of Assured Guaranty Corp. (“AGC” or the “Company”) on
mutually agreeable terms as set forth below. 
You and AGC agree that this Agreement represents the full and complete
agreement concerning your separation from employment with AGC and any and all
of its affiliated companies.


 


1.             Last Day of Employment: 
You will remain on the Company’s payroll at your present level of salary
($400,000 annually) through December 31, 2009, which shall be your
effective date of separation (“Termination Date”).  On or prior to December 30, 2009, you
must resign in writing from all of your positions and offices with AGC and any
and all of its affiliated companies and/or the respective Board of Directors
thereof, and as an SEC Named Executive Officer of Assured Guaranty Ltd.,  by executing the letter annexed hereto as Exhibit A.
Between the date of this Agreement and your Termination Date (i) you will
not be required to report to the office on a daily basis but shall be available
to consult with the Company regarding matters related to AGC business, and (ii) you
will be allowed to interview and seek other employment pursuant to the terms of
this Agreement, subject to paragraph 12 of this Agreement. You acknowledge and
agree that after your Termination Date you shall not accrue any additional
vacation, sick days, personal days or any other benefit or, except as otherwise
provided in this Agreement, accrue any further benefits in any benefit plan
sponsored by AGC or any of its affiliated companies, and by signing below you
expressly waive any such further accruals.


 


2.             Consideration: Provided that you sign, return and do not revoke this
Agreement and/or the attached Supplemental Release, and subject to the
provisions of paragraph 20(c) of this Agreement, AGC will provide you with
the following consideration:


 


(a)           Separation Benefits:


 


(i)            You will be paid total severance benefits
equal to $800,000 (i.e., two times
your current salary of $400,000 per year), during calendar years 2010 and 2011
(“Severance Benefits”). The payments of Severance Benefits under this paragraph
(i) shall be made at the same times such amounts would be paid as salary;
provided that, to satisfy tax code section 409A, payment of the Severance 


 


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Benefits will not commence earlier than July 1,
2010, at which time you will be paid the first six months of installments, with
the remaining installments to continue to be paid through December 31,
2011.


 


(ii)           You will be paid a lump sum of $510,000 in 2010, on
the first pay period after the first date on which you have signed this
Agreement and the attached Supplemental Release and the period during which you
are permitted to revoke such signatures has expired.


 


(iii)          You will be paid a lump sum of $490,000 in January 2011.


 


(b)           Retirement Benefits:


 


(i)            You will not accrue any
benefits for any period after December 31, 2009  under  the qualified
Employee Retirement Plan,  and  your benefits under the qualified Employee Retirement Plan will be
determined based on your employment through your Termination Date.


 


(ii)           Your benefits under the non-qualified Supplemental Employee
Retirement Plan (“Supplemental Plan”) will be paid in a lump sum.  To satisfy tax code section 409A, the
Supplemental Plan lump sum will be paid during July 2010.  Your lump sum benefit under the Supplemental
Plan will be the sum of (i) the balance as of December 31, 2009
adjusted in accordance with the Supplemental Plan to reflect investment returns
(positive or negative) until distribution, and (ii) the amount of $96,000.


 


(c)           Options:  Your stock options under the Assured
Guaranty Ltd. Long-Term Incentive Plan (“LTIP”) will continue to vest as though
you remained employed by the Company through December 31, 2011.  Options that were not vested immediately
prior to your Termination Date will become exercisable in accordance with the
vesting schedule set forth in the applicable option award agreement determined
as though you continued to be employed through December 31, 2011, provided
that no options will be exercisable after December 31, 2011. (See Schedule
attached hereto as Exhibit B)


 


(d)           Restricted Stock Awards:  As of the
Termination Date, or, if later, as soon as practicable after the first date on
which you have signed this Agreement and the attached Supplemental Release and
the period during which you are permitted to revoke such signatures has
expired, you will be vested in the restricted stock awards under the LTIP that
would have vested if you had remained employed until December 31, 2011.
(See Schedule attached hereto as Exhibit B)


 


(e)           Restricted Stock Units:  As of the
Termination Date, you will be vested in the restricted stock units under the
LTIP that would have vested if you had remained employed until December 31,
2011, and distribution of shares with respect to such units will occur on the
respective dates such shares would have been distributed under the applicable
award agreement determined as though you had remained employed until December 31,
2011. (See Schedule attached hereto as Exhibit B)


 


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(f)            Performance Retention Awards: You will be entitled to distributions with respect to
performance retention plan awards for performance periods that end before January 1,
2010 ($250,000.00 original plan value), in accordance with the terms of those
awards.  You will forfeit all performance
retention plan awards for performance periods that end after December 31,
2009.


 


(g)           Employee Benefits: 
Medical and dental insurance coverage, coverage under the Executive
Health Plan, life insurance coverage, matching gift program participation, and
short-term and long-term disability coverage will be continued until the
earlier of (i) 24 months after the Termination Date, or (ii) the date
on which you commence employment with another employer and receive comparable
benefits, or you otherwise obtain alternate coverage for such benefits.  To the extent that the Company is unable to
provide medical coverage, life insurance coverage, and/or disability coverage
under the Company’s benefit plans for the required period, the Company will
reimburse you for reasonable premiums to obtain these coverages on an
individual basis.


 


(h)           Death Benefits:    In the event
that you die before payments or benefits become due under this Agreement, your
estate or other legal representative shall be entitled to receive all unpaid
payments and any and all other amounts and benefits otherwise due to you under
paragraph 2 of this Agreement, except as otherwise provided by law or by the
terms of any applicable plans.


 


3.             Withholding on Payments: 
Taxes, applicable withholding and authorized or required deductions will
be deducted from all payments to you and with respect to the benefits set forth
in this Agreement.


 


4.             Vacation:  You will be paid for any accrued but unused vacation.
You understand that you are entitled to your accrued but unused vacation days
whether or not you sign this Agreement.


 


5.             Reimbursement of Business
Expenses:  You agree to promptly submit appropriate
documentation of all authorized business expenses incurred in connection with
your performance of duties for AGC, and AGC will reimburse you in accordance
with AGC policy.  You can submit such
documentation to Ivana Grillo.


 


6.             Unemployment Insurance: 
While AGC will not oppose a claim by you for unemployment insurance
benefits, you must understand that the New York State Department of Labor (“DOL”),
not AGC, determines whether you are eligible to receive benefits and that you
cannot raise any claim against AGC because of information that is provided to
the DOL.


 


7.             Transition:


 


(a)           Until your Termination Date, you agree to continue to
perform your duties in a professional manner and to cooperate in the orderly
and smooth transition of your job responsibilities.


 


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(b)           After your Termination Date you agree that you shall
be available, upon reasonable advance notice, to respond to questions and
provide assistance to AGC regarding any unfinished business and to provide full
and complete cooperation to AGC in connection with any litigation or other
disputes for which AGC may need your assistance.  Such assistance may include, but is not
limited to (i) meeting with employees and/or representatives of AGC as
needed, (ii) providing full and complete disclosure of facts relevant to
the litigation or dispute, and/or (iii) with reasonable advance notice,
being available for depositions and preparation meetings.  AGC will reimburse you for any reasonable
out-of-pocket expenses you incur as a result of any such post-employment  cooperation.  AGC will also
continue to indemnify you with respect to services that you provided as an
employee of AGC in accordance with AGC’s Articles of Incorporation and AGC’s
By-laws.


 


(c)           Simultaneously with signing this Agreement, you shall
complete the AGC Code of Conduct Annual Affirmation Statement annexed hereto as
Exhibit C and shall cooperate with AGC in any follow-up inquiry thereto.


 


8.             Acknowledgement: 
You understand and agree that absent this Agreement, you would not
otherwise be entitled to the payments and benefits specified in this Agreement.
Further, by signing this Agreement, you agree that you are not entitled to any
payments and/or benefits that are not specifically listed in this Agreement for
any past, present or future year, including but not limited to benefits under
the Employment Agreement between you and Assured Guaranty Corp. dated April 28,
2004 and all amendments thereto, including but not limited to the restatement
of such Employment Agreement as executed by you and the Company on December 23,
2008; benefits under the Assured Guaranty Corp. Employee Severance Plan and/or
any other severance plan; benefits under the Assured Guaranty Ltd. Performance
Retention  Plan; benefits under any  performance incentive plan; benefits under
the ACE Group Short-Term and/or Long-Term Incentive Programs; benefits under
any bonus plan (including but not limited to plans relating to years 2009, 2010
and/or 2011); benefits related to 2009, 2010 and/or 2011 under any non-qualified
profit-sharing plan; stock
option grants, restricted stock grants and/or performance retention plan awards
under the LTIP and/or any other long-term incentive plan; except for those
qualified  retirement benefits in which
you have vested rights, in each case pursuant to the terms of the applicable
plans and applicable law. You further expressly acknowledge that all
performance retention plan awards under the LTIP  for
performance periods that end after your Termination Date, and all stock option
grants and restricted stock grants under the LTIP that are not vested as of December 31,
2011, are properly forfeited.  You further agree
and acknowledge that upon the Company’s providing to you the consideration set
forth in this Agreement, the Company has paid you in full any and all monies
owed to you in connection with your employment with the Company and separation
from employment, including but not limited to payment for all services
performed on behalf of the Company, except as otherwise specifically stated in
this Agreement.


 


9.             General Release of All
Claims:  In exchange for AGC’s payments, benefits and
other consideration under this Agreement, you release AGC, Assured Guaranty
Ltd., Assured Guaranty Re Ltd.,  Assured
Guaranty U.K. Ltd., ACE Limited, Financial 


 


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Security Assurance Holdings
Ltd., Financial Security Assurance Inc., now known as Assured Guaranty
Municipal Corp., and Dexia S.A. (hereinafter collectively referred to as the “Corporations”),
and its and/or their past, present and/or future parents, subsidiaries,
affiliates, predecessors, successors, assigns, officers, directors, employees
and agents (hereinafter collectively referred to as “Releasees”), from any and
all claims you may have which may legally be waived by private agreement, known
or unknown, including but not limited to those related to your employment, your
separation from employment or otherwise, from the beginning of time through the
date that you sign this Agreement, except as otherwise specifically stated in
this Agreement.


 


You understand and agree
that you are releasing Releasees from any and all claims which may legally be waived by private
agreement, including but not limited to any and all claims for breach of
contract, personal injury, wages, benefits, defamation and wrongful discharge,
and any and all claims based on any oral or written agreements or promises,
whether arising under statute (including but not limited to, claims arising
under the  Employee Retirement Income
Security Act of 1974, the Sarbanes-Oxley Act, the Family and Medical Leave Act,
the New York Labor Law, the New York Whistleblower Statute, and any other
federal, state, local, or foreign laws or regulations), contract (express or
implied), tort, constitutional provision, common law, public policy or
otherwise, from the beginning of time through the date that you sign this
Agreement.


 


You understand and agree
that you are releasing Releasees from any and all claims which may legally be waived by private
agreement, including but not limited to any and all claims for
discrimination or harassment in employment, or retaliation, on the basis of
race, color, creed, religion, age, national origin, alienage or citizenship,
gender, sexual orientation, disability, marital status, genetic information,
veteran’s status, and any other protected grounds including, but not limited
to, any and all rights and claims you may have arising under Title VII of the
Civil Rights Act of 1964, the Americans with Disabilities Act, the Age
Discrimination in Employment Act of 1967, the Equal Pay Act, the New York State
Human Rights Law, the New York City Human Rights Law, and any other federal,
state, local, or foreign laws or regulations, from the beginning of time
through the date that you sign this Agreement.


 


10.          No Claims Filed:  Except as
otherwise stated below, you agree and covenant not to file any suit, complaint,
claim, grievance or demand for arbitration against Releasees in any court,
administrative agency, or other forum with regard to any claim, demand,
liability or obligation arising out of your employment with the Company or
separation from employment. You further represent that no claims, complaints or
other proceedings are pending in any court, administrative agency, or other
forum relating directly or indirectly to your employment with the Company.  You understand that nothing in this Agreement
shall be construed to prohibit you from filing a charge with, or participating
in any investigation or proceeding conducted by, the Equal Employment
Opportunity Commission, National Labor Relations Board and/or any federal,
state or local agency. Notwithstanding the foregoing, you hereby waive any and
all rights to recover monetary damages in any charge, complaint or lawsuit
filed by you or by anyone else on your behalf. 
You understand that your release of claims as contained in this
Agreement does not extend to any rights you may have under the Fair Labor
Standards Act and/or any 


 


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applicable state law
governing wage payments, or under any laws governing the filing of claims for
unemployment and/or workers’ compensation benefits.  You further understand that nothing herein
shall be construed to prohibit you from challenging: (a) the Company’s
failure to comply with its promises to make payment and provide benefits under
this Agreement; (b) your right to any vested benefits to which you are
entitled; or (c) the knowing and voluntary nature of your release of
claims under the Age Discrimination in Employment Act of 1967.


 


11.           Confidential Information:


 


(a)           You acknowledge that the Corporations and their
affiliated companies have, through the expenditure of considerable time and
expense over a period of years, developed extensive confidential and
proprietary information and trade secrets regarding their business affairs
(financial or otherwise), clients and prospective clients, including, without
limitation: (i) information relating to the identities, points of contact,
affairs, operations, habits and patterns of clients and prospective clients; (ii) information
relating to internal business, legal, human resources and financial policies
and practices, plans, strategies, methodologies, operations, services,
projects, status, training, advertising, marketing, and other non-publicly
disclosed information; and (iii) information relating to their employees’
identities, skills, abilities, evaluations, work histories, and
compensation.  You further acknowledge
that during your employment with AGC you were exposed to confidential and
proprietary information and/or trade secrets that were designated by the
Company as confidential or that the Company indicated through its policies,
practices, procedures or other instructions should not be disclosed to anyone
outside the Company except through controlled means.  “Confidential and proprietary information”
includes, but is not limited to, customer identities, customer records,
compilations of customer names, addresses and/or telephone numbers, customer
contact information, information on customer habits or preferences, pricing
information, financial information, personnel and compensation information,
policies, marketing data or information, new product information or plans,
sales data or history, earnings data or projections, business information, and
other information not easily accessible or commonly known. A “trade secret” is
any formula, pattern, method, device or compilation of information of special
value, not generally known to the public or competitors, that the Company uses
in its business and has taken steps to maintain as secret from persons other
than those selected by the Company (the information referred to in this
paragraph 11 (a) will hereinafter be referred to collectively as “Confidential
Information”).


 


(b)           You acknowledge that such Confidential Information is
proprietary, not available to the public or the Corporations’ competitors, and
provides the Corporations with a unique and valuable competitive advantage, and
that its use or disclosure in violation of this Agreement would cause the
Corporations immediate and serious irreparable injury.  You further acknowledge that the controlled
disclosure of confidential and proprietary information to customers or vendors
for legitimate business purposes and 


 


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the availability of such
information to others outside the Company through independent investigation and
effort will not remove it from protected status.


 


(c)           You acknowledge that you were employed in a
professional, confidential and fiduciary relationship with AGC, that you
performed certain duties with regard to AGC, and that you were entrusted with
Confidential Information in connection with the performance of those duties.


 


(d)           Accordingly, you promise and agree that the
Confidential Information shall remain the exclusive property of the Company,
that you shall preserve the confidentiality of the Confidential Information,
and that you shall not directly or indirectly use, disclose, reproduce, sell,
retain, remove from the premises, make available to any other person, firm,
corporation or other entity outside the Company for any purpose other than for
a purpose directly related to the business of the Company, or use for your own
or for any other person or entity’s benefit, any portion of the Confidential
Information.   You also promise that you
shall not use any such Confidential Information to damage the Corporations or
its and/or their interests, customers and/or any other person or entity with
whom AGC does business.


 


(e)           In the event that you are required by legal process to
disclose any Confidential Information, you shall, within two (2) business
days after actual receipt of such legal process, provide the Company’s General
Counsel with written notice of such legal obligation and shall fully cooperate
with any efforts by the Company to oppose or limit such disclosure.


 


(f)            By signing below, you agree that you (i) have
returned to AGC any and all Confidential Information and all other materials,
documents or property belonging to the Corporations, including without limitation
documents, files, lists, records, manuals, reports, software and hardware,
computers, cell phone, keys, equipment, identification card, access card,
credit cards, mailing lists, rolodexes, computer print-outs, computer programs,
and computer disks and tapes; (ii) have not retained any copies of any
Confidential Information and/or any other materials, documents or property
belonging to the Corporations, with the exception of your contacts list and
your Company-provided blackberry and laptop, which the Company is expressly
allowing you to retain provided that the Company’s IT Department has removed
all Confidential Information from such equipment; and (iii) have
permanently deleted all Confidential Information from your home and/or personal
computer drives and from any other personal electronic, digital or magnetic
storage devices.


 


12.           Restrictive Covenants:


 


Solely for the purposes of this paragraph 12, the
Restricted Period shall end December 31, 2011.


 


(a)           Solicitation of Clients:


 


(i)            During the Restricted Period, you shall not, directly
or indirectly, for your own account or as proprietor, shareholder, member,
partner, principal, 


 


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director, officer, employee, consultant, trustee,
fiduciary, representative, agent, distributor, stockholder (except as a less
than one percent stockholder of a publicly traded company or a less than five
percent stockholder of a privately held company), or otherwise, for or on
behalf of any person, business, firm, corporation, partnership and/or other
entity, contact or solicit any business from any person, corporation or other
entity which is a customer of the Company and/or its affiliates as of your
Termination Date for the purpose of assisting, facilitating or encouraging, in
any way, any such customer to transfer any existing  business from the Company and/or its
affiliates, whether by termination, non-renewal or otherwise.  For purposes of this Agreement, “customers”
of the Company and/or its affiliates mean and include (A) any and all
persons, businesses, corporations, partnerships, and/or other entities which
have done business with the Company and/or its affiliates as a customer as of
your Termination Date; and (B) all persons, businesses, corporations,
partnerships and/or other entities which control any such customer.


 


(ii)           During the Restricted Period, you shall not, directly
or indirectly, for your own account or as proprietor, shareholder, member,
partner, principal, director, officer, employee, consultant, trustee,
fiduciary, representative, agent, distributor, stockholder (except as a less
than one percent stockholder of a publicly traded company or a less than five
percent stockholder of a privately held company), or otherwise, for or on
behalf of any person, business, firm, corporation, partnership and/or other
entity, sell, offer to sell, or contact or solicit any reinsurance and/or risk
transfer business from MBIA, Inc., AMBAC Financial Group Inc., Financial
Guaranty Insurance Company, Municipal Infrastructure Assurance Corp., CIFG
and/or Syncora, and/or any of its and/or their affiliates.


 


(b)           Solicitation of Employees: 
During the Restricted Period you shall not, directly or indirectly, for
your own account or as proprietor, shareholder, member, partner, principal,
director, officer, employee, consultant, trustee, fiduciary, representative,
agent, distributor, stockholder (except as a less than one percent stockholder
of a publicly traded company or a less than five percent stockholder of a
privately held company), or otherwise, for or on behalf of any person,
business, firm, corporation, partnership and/or other entity, (i) hire any
employee, or any person who was during the one-year period prior to your
Termination Date an employee, of the Company and/or any present or former
affiliated companies, or (ii) induce, encourage or solicit any employee or
officer of AGC and/or any affiliated companies to leave the employ of AGC
and/or any affiliated companies of AGC or assist any person, company or entity
to engage in such conduct.  Nothing in
this paragraph 12(b) shall prohibit you from hiring any person whose
employment was terminated by the Company, whether due to a reduction in force
or otherwise, at any time after six (6) months following such person’s
termination from employment, provided that this provision shall not apply in
any situation where such former employee of the Company deliberately engaged in
activities designed to lead to his/her termination from employment by the
Company.


 


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(c)           Non-Competitive
Activities:  During the
Restricted Period you shall not, directly or indirectly, for your own account
or as proprietor, shareholder, member, partner, principal, director, officer,
employee, consultant, trustee, fiduciary, representative, agent, distributor,
stockholder (except as a less than one percent stockholder of a publicly traded
company or a less than five percent stockholder of a privately held company),
or otherwise, for or on behalf of any person, business, firm, corporation, partnership
and/or other entity, render services of
a business, professional and/or commercial nature, whether for compensation or
otherwise, to any other person, business, firm, corporation, partnership
and/or other entity in the financial
guaranty insurance and/or reinsurance industry, which shall include financial
guaranty insurance executed through credit default swaps or other derivative
instruments, or otherwise engage in any business activities adverse to the
business or welfare of AGC or Financial Security Assurance Inc. and/or its
and/or their affiliates, or directly competitive with any business of AGC or
Financial Security Assurance Inc. and/or its and/or their affiliates conducted
in the one (1) year period prior to your Termination Date.  Nothing in this paragraph 12(c) shall
prohibit you from working on behalf of public finance or asset-backed bond
advisors, arrangers, underwriters, investors, investment or fund managers,
hedge funds and/or issuers.  During the
Restricted Period, you shall provide AGC with at least thirty (30) days prior
written notice of any new employment, with a description of your new employer
and your anticipated duties.


 


13.          Confidentiality of Agreement: 
You agree that the terms of this Agreement are confidential, except that
the parties understand and consent that this Agreement will be filed with the
SEC.  You agree not to tell anyone about
this Agreement and not to disclose any information contained in this Agreement
to anyone, other than your lawyer, financial advisor, immediate family members
or as required by process of law.  If you
do tell your lawyer, financial advisor or immediate family members about this
Agreement or its contents, you must immediately tell them that they must keep
it confidential as well.


 


14.          No Negative Statements: 
You agree not to make, directly or indirectly, to any person or entity,
including but not limited to employees, Board members, affiliates or staff of
the Corporations, and/or the press, any negative or disparaging oral or written
statements about, or do anything which damages, any of the Releasees, or its or
their services, good will, reputation, or financial status, or which damages it
or them in any of its or their business relationships.   AGC will instruct its senior officers not to
make, directly or indirectly, to any person or entity, including but not
limited to AGC’s employees, AGC’s Board members, AGC’s affiliates or staff
thereof, and/or the press, any negative or disparaging oral or written
statements about, or do anything which damages, you or your services, good
will, reputation, or financial status, or which damages you in any of your
business relationships.


 


15.          Non-admission of Wrongdoing: 
By entering into this Agreement, neither you nor AGC or any of AGC’s
parents, subsidiaries, affiliates, officers, directors, employees or agents
admit any wrongdoing or violation of law.


 


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16.          Applicable Law: 
This
Agreement shall be interpreted, enforced and governed under the laws of the
State of New York, without reference to the principles of conflict of laws of
any jurisdiction.


 


17.          Severability:  You agree
that in the event any provision of this Agreement is judicially declared to
be invalid or unenforceable for any reason, in whole or in part, only such
provision or provisions shall be invalid or unenforceable without invalidating,
rendering unenforceable or otherwise affecting the remaining provisions hereof,
which shall remain in full force and effect to the fullest extent permitted by
law.


 


18.          Changes to the Agreement: 
This Agreement may not be changed unless the changes are in writing and
signed by you and either the Chief Executive Officer, or the General Counsel,
of  AGC.


 


19.          Supplemental Release:  On or after, but not before, December 31, 2009, you must sign the
attached Supplemental Release and return it to Ivana Grillo, Director, Human
Resources, Assured Guaranty Corp., 31 West 52nd Street, NY, NY 10019.


 


20.          Arbitration of Disputes:


 


(a)   Without in any way
affecting the terms of paragraph 9, you and AGC agree that any of the following
types of disagreements, disputes or claims shall be resolved exclusively by
arbitration in New York, New York in accordance with the Employment Dispute
Resolution Rules of the American Arbitration Association, and judgment
upon the award rendered by the Arbitrator may be entered in any court having
jurisdiction over the matter:


 


(i)   those arising out of
or relating to the validity of this Agreement, how it is interpreted or
implemented, and/or any alleged breach of this Agreement, provided that the
resolution of any disagreement related to your eligibility for  fringe benefits shall be subject to the terms
of the benefit plans and the substantive provisions of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”); and


 


(ii)   those involving in
any way, or related to, your employment with AGC and/or the termination of that
employment, if for any reason your release and waiver under paragraph 9 is
found to be unenforceable or inapplicable.


 


(b)           In the event of such
a dispute, the prevailing party shall be entitled to an award of all costs and
expenses reasonably incurred including reasonable legal fees.


 


(c)           The foregoing
provisions of this paragraph 20 shall not be construed to limit the Company’s
right to obtain relief under the following provisions of this paragraph
relating to equitable remedies with respect to any matter or controversy
subject to paragraphs 11, 12, 13 and/or 14 and, pending a final determination
by the arbitrator with respect to any such matter or controversy, the Company
shall 


 


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be entitled to obtain any such relief by direct application to state,
federal, or other applicable court, without being required to first arbitrate
such matter or controversy.


 


(i)  You acknowledge that the Company would be irreparably injured
by your violation of paragraphs 11, 12, 13 and/or 14, and that damages at law
are an insufficient remedy for the Company. 
Accordingly, you agree that in the event of such breach or threatened
breach,  in addition to any other
remedies available to the Company, (A) the Company shall be entitled to a
preliminary injunction, temporary restraining order, and/or other equivalent
relief to the extent permitted by law, restraining you from any actual or
threatened breach of paragraphs 11, 12, 13 and/or 14, (B) the Company
shall be entitled to such other relief from a court necessary to specifically
enforce your obligations under paragraphs 11, 12, 13 and/or 14, (C) you
shall forfeit payment of the unpaid portion of the Severance Benefits and any
and all other amounts and benefits otherwise payable and/or due under paragraph
2 of this Agreement; you shall be required to repay all Severance Benefits and
any and all other amounts and benefits previously paid and/or provided pursuant
to paragraph 2 of this Agreement; and any and all other obligations of the
Company with regard to making payments, vesting of stock awards, providing
benefits, and/or otherwise arising under paragraph 2 of this Agreement shall be
null, void and of no effect, and (D) the Company shall be entitled to
recover attorneys’ fees and other costs incurred by the Company in obtaining
such relief.


 


(ii)   If any court or other
tribunal refuses to enforce any of the covenants contained in paragraphs 11,
12, 13 and/or 14  because such covenants cover too
extensive a geographic area, cover too long a period of time, or otherwise, any
such covenant shall be deemed amended to the extent (but only to the extent)
required by law to permit its enforceability hereunder.


 


(iii)  If a bond is required to be posted in order for the Company
to secure an injunction or other equitable remedy, the parties agree that said
bond need not be more than a nominal sum.


 


21.          Entire Agreement:  This
Agreement contains the entire agreement between you and AGC, and replaces and
supercedes any and all prior agreements or understandings between you and AGC
and any and all of AGC’s affiliated companies, whether written or oral, (i) including
but not limited to your offer letter dated December 2, 2003  and the Employment Agreement between you and Assured
Guaranty Corp. dated April 28, 2004 and all amendments thereto, including
but not limited to the restatement of such Employment Agreement as executed by
you and the Company on December 23, 2008, which offer letter and
Employment Agreement shall be null and void, and (ii) with the exception
of the Assured Guaranty Ltd. Executive Officer Recoupment Policy, a copy
of which is annexed hereto as Exhibit D and shall be deemed to be part of
this Agreement.


 


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22.          Waiver:  By signing
this Agreement, you acknowledge that:


 


(a)           You have carefully read, and
understand, this Agreement.


 


(b)           You have been given up to forty-five
(45)  days to consider your rights and
obligations under this Agreement and to consult with an attorney and/or any
other advisors of your choice, and agree that changes to this
Agreement, whether material or immaterial, do not restart the running of the forty-five (45)  day period.


 


(c)           AGC advised you to consult with an
attorney and/or any other advisors of your choice before signing this
Agreement.


 


(d)           You consulted with Keith Markel of
the firm Dickstein Shapiro LLP, the attorney of your choice, before signing
this Agreement.


 


(e)           The Company provided you with
information that it was legally obligated to provide, as set forth in the
Appendix to this Agreement.


 


(f)            You understand this Agreement is
legally binding and by signing it you give up certain rights.


 


(g)           You have voluntarily chosen to enter
into this Agreement and have not been forced or pressured in any way to sign
it.


 


(h)           You have not relied upon any
representation, statement or omission made by any of the Company’s agents,
attorneys or representatives with regard to the subject matter, basis or effect
of this Agreement or otherwise, other than those expressly stated in this Agreement.


 


(i)            You knowingly and voluntarily
release Releasees from any and all claims you may have, known or unknown, in
exchange for the benefits you have obtained by signing this Agreement, and you
acknowledge that these benefits are in addition to any benefits that you would
have otherwise received if you did not sign this Agreement.


 


(j)            This Agreement does not waive any
rights or claims that may arise after this Agreement is signed.


 


23.          Return of Signed Agreement: 
You should return the signed Agreement to Ivana Grillo, Director, Human
Resources, Assured Guaranty Corp., 31 West 52nd Street, New York, NY 10019  no
later than  January 6, 2010.  If you do not return the signed Agreement to Ms. Grillo
by this date, this Agreement shall be deemed revoked, null, void and of no
effect.


 


24.          Effective Date:  You have
seven (7) days from the date you sign this Agreement  to change your mind and revoke this
Agreement.  If you do not advise the
Company within seven (7) days that you have revoked this Agreement, this
Agreement shall be effective, enforceable and binding on all parties.  If you change your mind and revoke this
Agreement, you must send written notice of your decision to Ivana Grillo,
Director of 


 


12

















 


Human Resources, Assured
Guaranty Corp., 31 West 52nd Street, New York, NY 10019 so that Ms. Grillo
receives your revocation no later than the eight (8th)
day after you originally signed this Agreement. 
You should understand that AGC will not be required to make payments or
provide the benefits herein unless this Agreement becomes effective.


 


 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/  James
  M. Michener

  
	
   

  	
   

  	
  James Michener

  
	
   

  	
   

  	
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Read, Accepted and
  Agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/  Michael
  Schozer

  	
   

  	
  12/7/09

  
	
  Michael Schozer

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  State of New York)

  	
   

  	
   

  
	
                                           ss.:

  	
   

  	
   

  
	
  County of New York)

  	
   

  	
   

  



 


On the 7th day of December,
2009 before me personally came Michael Schozer, to me known and known to me to
be the individual described in and who executed the foregoing instrument, and
duly acknowledged to me that he
executed the same.


 


	
  /s/  Steven
  J. Cohen

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  



 


13

















 


SUPPLEMENTAL RELEASE


 


In
exchange for the payments and benefits described in the Agreement dated December 7,
2009 (“Agreement”), I release  Assured Guaranty Corp. (“AGC” or the “Company”), Assured Guaranty Ltd., Assured Guaranty
Re Ltd.,  Assured Guaranty U.K. Ltd., ACE
Limited, Financial Security Assurance Holdings Ltd., Financial Security
Assurance Inc., now known as Assured Guaranty Municipal Corp., and Dexia S.A.
(hereinafter collectively referred to as the “Corporations”), and its and/or
their past, present and/or future parents, subsidiaries, affiliates,
predecessors, successors, assigns, officers, directors, employees and agents
(hereinafter collectively referred to as “Releasees”), from any and
all claims  I may have, known or unknown,
including but not limited to those related to my employment, my separation from
employment or otherwise,  from the
beginning of time through the date that I sign this Supplemental Release.


 


I also understand and agree
that I am releasing Releasees from any and all claims which may legally be waived by private
agreement, including but not limited to any and all claims for breach of
contract, personal injury, wages, benefits, defamation and wrongful discharge,
and any and all claims based on any oral or written agreements or promises,
whether arising under statute (including but not limited to, claims arising
under the  Employee Retirement Income
Security Act of 1974, the Sarbanes-Oxley Act, the Family and Medical Leave Act,
the New York Labor Law, the New York Whistleblower Statute, and any other
federal, state, local, or foreign laws or regulations), contract (express or
implied), tort, constitutional provision, common law, public policy or
otherwise, from the beginning of time through the date that I sign this
Supplemental Release.


 


Further, I understand and
agree that I am also releasing Releasees from any and all claims which may legally be waived by private
agreement, including but not limited to any and all claims for
discrimination or harassment in employment, or retaliation, on the basis of
race, color, creed, religion, age, national origin, alienage or citizenship,
gender, sexual orientation, disability, marital status, genetic information,
veteran’s status, and any other protected grounds including, but not limited
to, any and all rights and claims I may have arising under Title VII of the
Civil Rights Act of 1964, the Americans with Disabilities Act, the Age
Discrimination in Employment Act of 1967, the Equal Pay Act, the New York State
Human Rights Law, the New York City Human Rights Law, and any other federal,
state, local, or foreign laws or regulations, from the beginning of time
through the date that I sign this Supplemental Release.


 


Except as otherwise stated below, I agree and covenant
not to file any suit, complaint, claim, grievance or demand for arbitration
against Releasees in any court, administrative agency, or other forum with
regard to any claim, demand, liability or obligation arising out of my
employment with the Company or separation from employment. I further represent
that no claims, complaints or other proceedings are pending in any court,
administrative agency, or other forum relating directly or indirectly to my
employment with the Company.  I
understand that nothing in the Agreement shall be construed to prohibit me from
filing a charge with, or participating in any investigation or proceeding conducted
by, the Equal Employment Opportunity Commission, National Labor 


 


14

















 


Relations Board and/or any federal, state or local
agency.  Notwithstanding the foregoing, I
hereby waive any and all rights to recover monetary damages in any charge, complaint
or lawsuit filed by me or by anyone else on my behalf.  I understand that my release of claims as
contained in the Agreement does not extend to any rights I may have under the
Fair Labor Standards Act and/or any applicable state law governing wage payments,
or under any laws governing the filing of claims for unemployment and/or
workers’ compensation benefits.  I
further understand that nothing herein shall be construed to prohibit me from
challenging: (a) the Company’s failure to comply with its promises to make
payment and provide benefits under the Agreement; (b) my right to any
vested benefits to which I am entitled; or (c) the knowing and voluntary
nature of my release of claims under the Age Discrimination in Employment Act
of 1967.


 


I
understand that I have seven (7) days from the date I sign this
Supplemental Release to change my mind and revoke this Supplemental Release. I
understand that if I
do not advise the Company within seven (7) days that I have revoked this Supplemental
Release,  the Agreement and this Supplemental
Release shall be
effective, enforceable and binding on all parties.  If I change my mind and revoke this Supplemental Release, I must send
written notice of my decision to Ivana Grillo, Director, Human Resources, Assured Guaranty Corp., 31
West 52nd Street, New York, NY 10019  so that she
receives  my revocation no later than the eighth
day after I originally signed this Supplemental Release.  I understand that AGC will not be required to
make payments or provide the benefits set forth in the Agreement unless the
Agreement becomes effective.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Michael
  Schozer

  
	
  Dated:
                                ,
  200  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STATE
  OF                              )

  	
   

  	
   

  
	
                                                  :
  ss.:

  	
   

  	
   

  
	
  COUNTY
  OF                          )

  	
   

  	
   

  



 


On
the            day of
                    ,
200   before me personally came Michael Schozer, to me known and
known to me to be the individual described in, and who executed, this
Supplemental Release, and duly acknowledged to me that he executed the same.


 


 


	
   

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
   

  



 


15