AWH-2014.3.31-10Qexhibit- 10.1




Exhibit 10.1    


CONTRACT OF EMPLOYMENT




BETWEEN:


		
	(1)
	Allied World Assurance Company (Europe) Limited, with a registered office at 30 St. Mary Axe, 3rd Floor, London EC3A8BF, United Kingdom (the “Company”); and




(2)    Julian James, with residence at [address on file with Human Resources] (“you”).


This Contract of Employment (this “Agreement”) sets out the terms and conditions of your employment with the Company at 4 March, 2013. 


		
	1.
	Definitions and Interpretation




		
	1.1
	In this Agreement the following expressions shall, save as where the contrary is expressly provided, have the following meanings:-


 
		
	1.1.1
	“Garden Leave” means where you, during the Notice Period and for no longer than the Notice Period, are not required by the Company to attend your normal place of work or to perform any of your duties of employment pursuant to this Agreement. However, the Company may at its discretion require you to perform certain of your duties or specific projects or tasks (provided that such duties, projects or tasks are consistent with your status) at your normal place of work or as otherwise specified by the Company;


		
	1.1.2
	“Property” means all materials, records and other information (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) made, compiled or acquired by you during your employment with the Company and relating to the Company or any Group Company, any keys, credit cards, blackberry, laptop and any other property of the Company or any Group Company, which is in your possession, custody, care or control;


		
	1.1.3
	“Sum in Lieu of Notice” means 


		
	(a)
	an amount equal to:- 


		
	(i)
	the basic salary (as at the date of termination), which you would have been entitled to receive under this Agreement during the Notice Period (or, if notice has already been given, during the remainder of the Notice Period); 













		
	(ii)
	any unpaid annual bonus in respect of any completed fiscal year, which has ended prior to the date upon which notice pursuant to clause 2.2 is first given; and


		
	(iii)
	any bonus pro-rated for any partially completed fiscal year as at the date of the termination of your employment by the Company,


less deductions for income tax and social insurance contributions;
		
	(b)
	the provision of coverage equivalent to that provided pursuant to the Company’s health and other insurance plans or the cash value of such coverage for a period equal to the Notice Period, which you would have been entitled to receive during the Notice Period;


		
	(c)
	the entitlement to vesting, as of the date of termination, in the number of equity-based awards, if any, which would otherwise have vested during the Notice Period (without regard to any subsequent vesting events, if any); and


		
	(d)
	payment of any reasonable unpaid or un-reimbursed expenses, which are in compliance with Company policy.


		
	1.2
	In this Agreement, “Group Company” shall mean any undertaking (other than the Company) which from time to time is the Company’s subsidiary or its ultimate holding company or is a subsidiary of the Company’s ultimate holding company.  The words “subsidiary” and “holding company” shall have the meanings attributed to them by the Companies Act 1985, as amended, and “ultimate holding company” shall mean a holding company which is not also a subsidiary.




		
	2.
	Commencement and Continuous Employment




		
	2.1
	Your start date with the Company is 4 March, 2013 (the “Commencement Date”).




		
	2.2
	Your employment with the Company shall continue (subject to the provisions of this Agreement) until terminated by either party giving to the other not less than 12 months’ notice in writing (the “Notice Period”). For the first three months of employment the Employee will be employed on a probationary basis. This Agreement may be terminated by the provision of one month’s written notice given by either party at any time during that period.




		
	2.3
	Except as otherwise provided in clause 2.1 above, no employment with a previous employer counts as part of your period of continuous employment with the Company and therefore your continuous employment begins on the Commencement Date.




		
	3.
	Job Title & Duties




		
	3.1
	You shall be employed as President of the Company or in such other capacities of like statuses on the terms set out in this Agreement.





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	3.2
	You shall carry out your duties in a proper, loyal and efficient manner and use your best endeavours to promote the interests and reputation of the Company and any Group Company. You shall carry out your duties in a competent manner. 




		
	3.3
	The Company reserves the right to require you to perform other duties consistent with your position, including, if so required, acting as a director of the Company or any Group Company.




		
	3.4
	You shall at all times keep the Board of Directors of the Company (the “Board”) promptly and fully informed (in writing if so requested) of your conduct of the business or affairs of the Company and any Group Company and provide such explanations of your conduct as the Board may require.




		
	4.
	Location




Your normal place of work is 30 St. Mary Axe, 3rd Floor, London EC3A8BF or such other location as may be required by the Company. The Company may from time to time require you to undertake any travel as may be necessary for the proper performance of your duties.


		
	5.
	Working on Behalf of Other Group Companies




As part of this Agreement the Company may require you to perform your duties on behalf of other Group Companies without any entitlement to additional remuneration.


		
	6.
	Changes to Your Terms of Employment




		
	6.1
	The Company reserves the right to make changes to your terms and conditions of employment subject to your prior consent.




		
	6.2
	You will be notified of minor changes to the terms and conditions of your employment by way of notice to all employees and any such changes will take effect from the date of notice.




		
	6.3
	You will be given not less than one month’s notice of any significant proposed changes to your terms and conditions of employment. 




		
	7.
	Salary




		
	7.1
	Your salary is £325,000 per annum payable monthly in arrears on the 25th day of each month. Payment of salary for an incomplete monthly period of service is calculated on the basis of annual salary divided by 260 (the total number of working days in a calendar year) and multiplied by the number of actual days worked in the period.




		
	7.2
	You will receive no additional payment for any overtime worked.




		
	7.3
	(a)    During your employment, you will be eligible for a discretionary annual bonus which will be approved by the Company, and will be based on individual and Company performance.  





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	(b)
	In the event that the Company gives notice under clause 2.2, you will continue to be eligible to receive a discretionary bonus, pro-rated to reflect the amount of service completed during any partially completed fiscal year up to the date upon which such notice is given by the Company (with such sum to be payable in your final salary installment).  




		
	(c)
	In the event that either the Company or you gives notice under clause 2.2, you will also be eligible to receive a discretionary bonus, pro-rated to reflect the amount of time after which such notice is given, but prior to your termination, that the Company requires you to work on a full-time basis (with such sum to be payable in your final salary installment).




		
	(d)
	You will not be eligible to receive any annual bonus where this Agreement is terminated pursuant to clause 16 or for a serious disciplinary reason in accordance with Company policy.




		
	(e)
	The Company reserves the right to change the nature of the bonus, the timing and amount of payment and the method of calculation. The Company reserves the right to discontinue the bonus scheme at any time without notice so long as all similarly situated employees are treated substantially similar.




		
	7.1
	Your salary will be reviewed periodically.




		
	7.2
	You shall not be entitled to any fees in respect of your directorship of the Company or any Group Company.




		
	8.
	Hours of Work




Your normal hours of work are 9:30 a.m. to 5:30 p.m. Monday to Friday with a lunch break of one hour, which should start between 1:00 p.m. and 2:00 p.m. (for example, 1:30 p.m. to 2:30 p.m.).  You may be required to work outside these hours in the course of performing your duties without further remuneration. The Company reserves the right to vary your normal working hours upon reasonable notice to you.


		
	9.
	Holidays




		
	9.1
	Your leave entitlement is 25 working days on full pay in addition to the usual public holidays in England and Wales.




		
	9.2
	The holiday year runs from 1 January to 31 December. Holiday request forms must be completed, approved by your manager and returned to Human Resources.  Leave entitlement (to a maximum of five days) may only be carried forward to a subsequent year on an exceptional basis and with the approval of your manager. Any leave not taken in the calendar year (or permitted carry forward period) will be lost.




		
	9.3
	In the first year of employment, leave will be on a pro-rata basis to 31 December of the year of joining.





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	9.4
	In the year of termination, holiday entitlement will be pro-rated. The Company may require you to take any outstanding holiday entitlement in any calendar year during any Notice Period. 




		
	9.5
	In the event of termination, you shall either be entitled to salary in lieu of any outstanding pro-rata holiday entitlement or be required to repay to the Company any salary received in respect of holiday taken in excess of your pro-rata holiday entitlement. Such payment will be calculated on the basis of 1/260th of your annual salary for each day of outstanding or excess holiday entitlement, as appropriate.  Where your employment is terminated pursuant to clause 16, you will only be entitled to such sum in accordance with your minimum holiday entitlement under the Working Time Regulations 1998.




		
	10.
	Sickness Absence




		
	10.1
	If you are absent from work because of sickness or injury you must:


		
	10.1.1
	notify your manager or Human Resources before 10:00 a.m. on the first morning of absence and inform the Company of your expected date of return;


		
	10.1.2
	complete and return to the Company a self-certification form in respect of the first two days of any sickness absence; and


		
	10.1.3
	provide the Company with a medical certificate from your GP or other registered medical practitioner for periods of sickness absence over two days and with medical certificates for each subsequent week of sickness absence. The Company may, in certain circumstances, require a certificate from your GP for periods of sickness of less than two days’ duration.  You will be notified if this is required, and, in this case, any fee charged by your GP will be reimbursed by the Company.


		
	11.
	Medical Reports and Pay During Sickness




		
	11.1
	The Company may, at any time require you to undergo a medical examination at the Company’s expense by a medical practitioner nominated by the Company, the results of which will be disclosed to the Company. 




		
	11.2
	Provided you have complied with the procedures referred to in clause 10, you will be entitled to be paid your full pay for periods of sickness absence of not more than six months (whether consecutive or not) in any period of 12 consecutive months. Thereafter you may be paid at the discretion of the Company. Payments of sick pay will be reduced by any state sickness benefit you may be entitled to receive and any payments that you receive from any prolonged disability scheme or other scheme in respect of which the Company or any Group Company pays or has paid premiums on your behalf.




		
	11.3
	During any prolonged period of sickness absence the Company shall be entitled at any time to appoint a further employee to carry out your duties.









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	12.
	Benefits




		
	12.1
	Generally




The Company shall provide employee benefits to you in accordance with its prevailing policies and employee benefits program from time to time. Employees have no contractual rights to the benefits provided by the Company from time to time and the Company reserves the right to change, modify, discontinue or terminate, at its sole discretion, its policies and employee benefits program. All benefits provided by the Company are provided subject to the terms and conditions imposed by the Company and/or third party providers. Employees shall not be entitled to any compensation of the loss, or prospective loss, of benefits arising from any employment action taken by the Company, including, without limitation, dismissal and the Company’s rights to take such employment actions shall not be restricted or fettered by the existence of any benefit policy.


		
	12.2
	Pension




You will be entitled to participate in a Defined Contribution Pension Plan (the “Pension Plan”) from the commencement of your employment.  The Company shall contribute on your behalf in equal monthly installments in arrears into the Pension Plan an amount as a percentage of your annual salary equal to that contributed on behalf of similarly situated employees. Membership is subject to the rules of the Pension Plan and the Inland Revenue limits from time to time. Details of the Pension Plan are available from Human Resources.


		
	13.
	“Key-Man” Insurance 




At any time during your term of employment, the Company shall have the right to insure your life for the sole benefit of the Company, in such amounts, and with such terms, as it may determine. All premiums payable thereon shall be the obligation of the Company. You shall have no interest in any such policy, but you agree to reasonably cooperate with the Company in taking out such insurance by submitting to physical examinations, supplying all information reasonably required by the insurance company, and executing all necessary documents, provided that no financial obligation or liability is imposed on you by any such documents. 


		
	14.
	Termination 




		
	14.1
	You or the Company may, at any time, terminate this Agreement by giving notice in accordance with clause 2.2.




		
	14.2
	Once either party has given notice to the other to terminate this Agreement, the Company may at any time notify you that it has decided to place you on Garden Leave.  During any period of Garden Leave the Company shall be under no obligation to provide any work or vest any powers in you and any accrued but unused holiday entitlement shall be deemed to be taken during any period of Garden Leave. For the avoidance of doubt you shall not be entitled to perform your duties or any services for or on behalf of the Company or any Group Company. During any period of Garden Leave you shall:-





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	14.2.1
	continue to be paid your salary and all other contractual benefits in the usual way and subject to the terms of any benefit arrangements; 


		
	14.2.2
	be paid any unpaid annual bonus in respect of any completed fiscal year, which has ended prior to the date upon which notice pursuant to clause 2.2 is first given;


		
	14.2.3
	be paid any bonus determined in good faith (without taking into consideration the fact of termination) pro-rated for any partially completed fiscal year as at the date that you are placed on Garden Leave due to the termination of your employment by the Company; 


		
	14.2.4
	be paid any bonus determined in good faith (without taking into consideration the fact of termination or resignation) pro-rated for any full-time services required by the Company that are completed during the Notice Period;


		
	14.2.5
	remain an employee of the Company bound by the terms of this Agreement;


		
	14.2.6
	immediately resign, save as where the Company requests otherwise, from any office or directorship that you hold or hold on behalf of the Company or any Group Company;


		
	14.2.7
	not, without the prior written consent of the Company, attend your place of work or any other premises of the Company or any Group Company;


		
	14.2.8
	not, without the prior written consent of the Company, contact or deal with (or attempt to deal with) any director, officer, employee, consultant, client, customer, supplier, agent, shareholder, advisor or other business contact of the Company or any Group Company; and


		
	14.2.9
	(except during any periods taken as holiday in the usual way) ensure that the Company knows where you will be and how you can be contacted during each working day and you shall comply with any written (including electronic mail) requests to contact a specified employee of the Company at specified intervals.


		
	14.3
	On termination of this Agreement (or at the discretion of the Company where the Company has exercised its rights under clause 14.2), you will immediately return all Property in good condition and order and you shall irretrievably delete any information relating to the business of the Company or any Group Company stored on any magnetic or optical disk or memory and all matter derived from such sources, which is in your possession, custody, care or control outside the premises of the Company.




		
	14.4
	Should the Company exercise its right under clause 14.2, during any such period the Board shall be entitled at any time to appoint an executive, a director or an employee having similar responsibilities to you to act jointly with you in order to ensure the smooth transition of your duties.  Should the Board do this, you will perform your duties in a manner consistent with that appointment.







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	15.
	Payment in Lieu of Notice




		
	15.1
	Notwithstanding clause 14, the Company may, in its sole and absolute discretion, terminate your employment at any time and with immediate effect and the Company may pay a Sum in Lieu of Notice. 




		
	15.2
	The Company may pay any such sums (due pursuant to this clause 15) in equal monthly installments until the date on which the Notice Period would have expired.




		
	16.
	Summary Termination




		
	16.1
	The Company will be entitled to terminate your employment immediately without any payment by way of compensation, damages, payment in lieu of notice or otherwise if you have:




		
	(i)
	committed any serious breach or repeated or continued breach (after warning) or any material or persistent breach of your obligations under this Agreement;




		
	(ii)
	engaged in conduct which, in the reasonable opinion of the Company, tends to bring yourself, the Company or any Group Company into disrepute or otherwise has the effect of injuring the reputation or business of the Company or any Group Company;




		
	(iii)
	willfully failed (except where due to physical or mental incapacity), willfully neglected or willfully refused to substantially perform your duties.




		
	(iv)
	failed to perform your duties to a satisfactory standard after having received a written warning from the Company relating to the same;




		
	(v)
	been convicted of any criminal or civil acts prejudicial to the Company whether or not committed in the course of your employment; 




		
	(vi)
	been convicted of, or pled guilty to, the commission of a criminal act that would constitute a felony in the United States or an indictable offence in England;




		
	(vii)
	committed an act of fraud, embezzlement or material dishonesty against the Company or any Group Company (other than a good faith expense account dispute); or




		
	(viii)
	been disqualified from holding office in the Company or any other company under the Insolvency Act 1986 or the Company Directors Disqualification Act 1986.




		
	16.2
	Any delay by the Company in exercising such right of termination shall not constitute a waiver thereof. 













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	17.
	Compliance with Policies




You agree to comply with the Company’s policies and procedures as set out in the employee handbook as may be amended or updated from time to time at the discretion of the Company.


		
	18.
	Confidentiality




		
	18.1
	You acknowledge that during your employment you will, in the performance of your duties, become aware of trade secrets and other confidential information relating to the Company, any Group Companies, their businesses and its and their past, current and prospective clients or customers and their businesses.




		
	18.2
	It is a fundamental term of your employment that you will not, during your employment or at any time after it terminates, disclose or communicate to any person or persons or make use (other than in the proper performance of your duties under this Agreement) and shall use your best endeavours to prevent any disclosure, communication or use by any other person of trade secrets and other confidential information.  




		
	18.3
	Disclosure of any such confidential information should only be made with the express prior written consent of the Company or where such disclosure is required by law.




		
	18.4
	Nothing in this clause shall prevent you from using your generic skills learned while employed by the Company.




		
	19.
	Post Termination Restrictions




		
	19.1
	You shall not, without the prior written consent of the Company, at any time during the period of six months starting with the date your employment terminates (the “Termination Date”) directly or indirectly solicit away, endeavour to solicit away, entice or endeavour to entice away, or employ, engage or endeavour to employ or engage any person who has at any time during the 18 months preceding the Termination Date been employed and continues to be employed by the Company or any Group Company.




		
	19.2
	You agree that the foregoing restriction is reasonable and necessary to protect the legitimate business and operational interests of the Company and any Group Company, including, but not limited to, the maintenance of a stable workforce by the Company and any Group Company.    




		
	20.
	Collective Agreements




There are no collective agreements affecting your terms and conditions of employment.


		
	21.
	Data Protection




By signing this Agreement, you consent to:


		
	21.1
	the Company and any other Group Company holding and processing, both electronically and manually, the data it collects in relation to you, in the course of your employment, for 



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general business purposes including for the purposes of administration and management of the employees and the business of the Company and the Group Companies and for compliance with applicable procedures, laws and regulations; and


		
	21.2
	the transfer, storage and processing by the Company or any Group Company (or their agent) of such data outside the European Economic Area, in particular to and in Bermuda, Dublin and any other country in which the Company or any Group Company (or their agent) has offices.




		
	22.
	Deductions




		
	22.1
	You shall pay to the Company or any Group Company any sums owing by you to the Company or any Group Company upon demand by the Company or any Group Company at any time (whether during your employment or after the termination of your employment with the Company).




		
	22.2
	You shall indemnify the Company for itself and on behalf of any Group Company in relation to any income tax and employees’ national insurance contributions not already deducted from your remuneration but otherwise owed by you, including any penalties, fines, charges and costs thereon (whether during your employment or after the termination of your employment with the Company) save for in relation to any fines, charges and costs incurred as a result of the Company’s default or delay in payments to Her Majesty’s Revenue and Customs (HMRC).  The Company will give you reasonable notice of any demand for tax which may lead to liabilities on you under this indemnity and will take account of your reasonable comments in considering whether to dispute or in disputing the demand and provide you with reasonable access to any documentation you may reasonably require in connection therewith.




		
	22.3
	You consent to the deduction from your wages or from any other sums owed to you by the Company or any Group Company (including any bonus owed under clause 7.3) of any sums owing by you to the Company or any Group Company or payments lawfully due to HMRC in respect of your employment hereunder at any time.




		
	22.4
	This clause is without prejudice to the rights of the Company to recover any sums or balance of sums owing by you to the Company by legal proceedings.




		
	23.
	Intellectual Property Rights




		
	23.1
	To the extent permitted by law, all intellectual property rights which arise during your period of employment with the Company and by virtue of your activities in the course of your employment shall belong to the Company absolutely. These shall include (without limitation) copyright, trade marks, patents and other rights in inventions, trade and business names, design rights and registered designs, rights in know-how and rights in databases and in each case whether registered or unregistered which may from time to time subsist in any part of the world and all applications for the grant of the foregoing.





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	23.2
	You shall, at the request and expense of the Company, execute such documents and do such things as may reasonably be required to obtain, defend and enforce the Company’s interest in any intellectual property rights mentioned above.




		
	23.3
	Where any intellectual property rights falling within the scope of this clause have been created jointly by you and any other person or persons, you shall, without prejudice to your obligations under this clause, use your best endeavours to procure that the other person or persons assign(s) to the Company his or their interest in such rights.




		
	23.4
	You shall immediately on the termination of your employment (or if the Company exercises its rights under clause 14.2, unless the Company expressly provides otherwise) deliver to Human Resources or such person as the Company may nominate in writing all materials in your possession or control relating to any intellectual property rights belonging to the Company or any Group Company (including rights falling within the scope of this clause which have not yet formally vested in the Company) which shall include (without limitation) all reports, studies, data, drawings, diagrams, charts, designs, records and computer software on whatever media together with all drafts and working papers relating to such materials.




		
	24.
	Notices




Any notice to be given under this Agreement shall be in writing.  Notices may be served by either party by personal service or by recorded delivery or by first-class post addressed to the other party or by leaving such notice at (in the case of the Company) its registered office for the time being and (in the case of the employee) his last known address and any notice given shall be deemed to have been served at the time at which the notice was personally served or if sent by recorded delivery at the time of delivery as recorded or if sent by first-class post on the second working day after posting or in the case of being left as appropriate at the registered office or last known address, the date on which it was so left.


		
	25.
	General




		
	25.1
	Any Group Company may enforce and take the benefit of those clauses of this Agreement in which reference is expressly made to such Group Companies, subject to the provisions of the Contracts (Rights of Third Parties) Act 1999. No consent of any such Group Company will be required for the variation or rescission of this Agreement.  Except as provided in this clause, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.




		
	25.2
	No failure or delay by the Company in exercising any remedy, right, power or privilege under or in relation to this Agreement shall operate as a waiver of the same nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.




		
	25.3
	No waiver by the Company of any of the requirements of this Agreement or of any of its rights under this Agreement shall have effect unless given in writing and signed by the 



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Company. No waiver of any particular breach of the provisions of this Agreement shall operate as a waiver of any repetition of that breach.


		
	25.4
	If any provision of this Agreement shall be, or become, void or unenforceable for any reason within any jurisdiction, this shall affect neither the validity of that provision within any other jurisdiction nor any of the remaining provisions of this Agreement.




		
	25.5
	You represent to the Company that you are entitled to enter into this Agreement and that by so doing you are not in breach of any obligation (contractual or otherwise) to any third party which would entitle that third party to damages or any other remedy at law.




		
	26.
	Governing Law/Jurisdiction




This Agreement shall be interpreted and construed in accordance with the laws of England without regard to conflicts of law provisions.

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SIGNATURE PAGE










ALLIED WORLD ASSURANCE COMPANY (EUROPE) LIMITED






By:  /s/ Frank N. D’Orazio        
Name:  Frank N. D'Orazio
Title:  President, Bermuda & International 






EMPLOYEE ACKNOWLEDGEMENT


I acknowledge receipt of this Agreement and I agree to abide by the terms and conditions of my employment set out herein.






By:  /s/ Julian James            
Name: Julian James




If the foregoing terms and conditions are acceptable to you, please sign this Agreement in duplicate and return one signed copy, marked ‘Private & Confidential’, to Ms. Aideen Quinn, Human Resources.  You should retain the other signed copy for their records.



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