EX-10.2



 





Exhibit 10.2



PLATINUM
UNDERWRITERS HOLDINGS, LTD.
The Belvedere Building

69 Pitts Bay Road

Pembroke HM 08 Bermuda




	 	 	 
	 

	 	June 1, 2007






Mr. Joseph F. Fisher

“Kings’ Mill”

45 South Road

Southampton SN 01 Bermuda




      Re: Separation Agreement




Dear Joe:




          This letter represents the agreement (the “Agreement”) between Platinum Underwriters Holdings,
Ltd. (the “Company”) and you, effective as of the date hereof, with respect to your resignation
from your current officer positions with the Company and the termination of your employment. This
Agreement supersedes the employment agreement between you and the Company dated June 24, 2004 (the
“Employment Agreement”), except to the extent specifically incorporated herein by reference.




          (1) Resignation and Termination of Employment.




          Effective as of the date hereof, you have resigned at the request of the Company from all of
the officer positions held by you with the Company and each of its affiliates. In addition,
effective as of July 6, 2007 (the “Separation Date”), your employment with the Company will be
terminated.




          (2) Separation Payment; Release.




          In consideration of the termination of your Employment Agreement by the Company “without
Cause,” you will be entitled to receive a lump-sum cash payment of US $850,000 (the “Severance
Payment”), subject to applicable withholding or other taxes. The Severance Payment is contingent
upon your execution on or after the Separation Date of the “Full and Complete Release” attached as
Exhibit A hereto, and will be made to you within five business days following the effectiveness of
the Release, i.e., the lapse of the 7-day revocation period of the Release without revocation by
you. You will also be entitled to receive any earned but unpaid base salary, reimbursable business
expenses and any vested amounts or benefits under the Company’s employee benefit plans through the
Separation Date.




          (3) Share Options.




          Pursuant to the terms of your Nonqualified Share Option Agreements dated July 6, 2004 with
respect to 100,000 common shares, and February 28, 2006 with respect to 26,059 common shares, and
the terms of the Company’s 2002 Share Incentive Plan and 2006 Share Incentive Plan, (i) the portion
of each that is exercisable as of the Separation Date (for




 









 





75,000 common shares and 6,515 common
shares, respectively) shall continue to be exercisable for forty-five
(45) days following the Separation Date, and if not so exercised by the forty-fifth (45th) day
following the Separation Date shall terminate in accordance with its terms and you shall forfeit
all rights with respect thereto, and (ii) the portion of each which becomes exercisable after the
Separation Date (for 25,000 common shares and 19,544 common shares, respectively) shall terminate
in accordance with its terms and you shall forfeit all rights with respect thereto on the
Separation Date.




          (4) Share Units.




          Pursuant to the terms of your Share Unit Award Agreement dated February 28, 2006 with respect
to 6,949 common shares, and the terms of the Company’s 2006 Share Incentive Plan, your share units
shall terminate in accordance with their terms and you shall forfeit all rights with respect
thereto on the Separation Date.




          (5) EIP Awards.




               (i) Pursuant to the terms of your EIP Award Agreement dated as of February 22, 2005 and the terms of
the Company’s Executive Incentive Plan, the award made thereunder, which would have vested after
completion of the 2005-2009 performance cycle, shall terminate in accordance with its terms and you
shall forfeit all rights with respect thereto on the Separation Date.



               (ii) Pursuant to the terms of your EIP Share Unit Award Agreement dated as of February 28, 2006 with
respect to 10,424 share units, and the terms of the Company’s Amended and Restated Executive
Incentive Plan, your share units, which would have vested after completion of the 2006-2008
performance cycle, shall be paid on a prorated basis, based upon the period of your service during
the performance cycle (from January 1, 2006 through July 6, 2007) and the Company’s performance
during the performance cycle through September 30, 2007. Such payment will be made to you promptly
after the filing by the Company of its quarterly report on Form 10-Q for the period ending
September 30, 2007, subject to applicable withholding or other taxes.



          (6) Relocation.




          You will return your Bermuda work permit to the Company on the Separation Date. The Company
will continue to pay to you a monthly housing and business automobile allowance of $34,700, in
accordance with past practice, through August 31, 2007. The Company will promptly reimburse you
for your reasonable and documented relocation expenses to the United States within a reasonable
period of time following the Separation Date, up to a maximum amount of US $50,000, subject to
applicable withholding or other taxes.




          (7) Restrictive Covenants.




          You hereby acknowledge and agree that you will continue to be bound by the terms of the
confidentiality and non-solicitation covenants set forth in Sections 13(a) and 13(b) of the
Employment Agreement, in each case for the time periods set forth therein following the Separation
Date, and the provision for the enforcement thereof set forth in Section 13(c) of the




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Employment
Agreement, all of such provisions being incorporated by reference as if set forth herein in their
entirety.




          (8) Nondisparagement; Public Statements.




          You agree that you will not at any time following the date hereof make any statements or
express any views that disparage the business reputation or goodwill of the Company or its
affiliates. The Company agrees that it will not at any time following the date hereof make any
statements or express any views that disparage your business reputation, your public image or
your good name.




          (9) Cooperation.




          Following the Separation Date, you agree to reasonably cooperate with the Company and its
affiliates in providing information that the Company and its affiliates reasonably request and in
taking such other action as the Company and its affiliates may reasonably request including,
without limitation, the signing of certain routine documents and other instruments for
administrative purposes. You further agree to reasonably assist the Company and its affiliates
with respect to all reasonable requests to testify in connection with any legal proceeding or
matter relating to the Company or its affiliates, including, but not limited to, any federal, state
or local audit, proceeding or investigation, other than proceedings relating to the enforcement of
this Agreement or other proceedings in which you are a named party whose interests are adverse to
those of the Company.




          (10) Return of Property.




          You have returned to the Company all documents, records, files and other information and
property belonging or relating to the Company or its affiliates. You acknowledge that all such
materials are, and will remain, the exclusive property of the Company, and you may not retain
originals or copies of such materials without the express written approval of the Company.




          (11) Dispute Resolution.




          Your right to dispute resolution under Section 15(d) of the Employment Agreement is hereby
incorporated into this Agreement as if set forth herein in its entirety, subject to Section 13(c)
of the Employment Agreement which is hereby incorporated into this Agreement as if set forth herein
in its entirety.




          (12) General.




          This Agreement supersedes all prior agreements between you and the Company (and its
predecessors or affiliates), whether written or oral, relating to employment or separation from
employment, including, without limitation, the Employment Agreement, except to the extent
specifically incorporated herein by reference. This Agreement may only be amended by mutual
written agreement of the parties. This Agreement shall be governed by the laws of the State of New
York without reference to rules relating to conflict of laws.




[Remainder of Page Intentionally Left Blank]





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     Please indicate your acceptance of the terms of this Agreement by signing your name in the
space provided below. Please return to me the signed copy of this Agreement. The Full and
Complete Release should be signed and returned only on or after the Separation Date.



	 	 	 	 	 
	 	PLATINUM UNDERWRITERS HOLDINGS, LTD.

 	 
	 	By:  	/s/ Michael D. Price
 	 
	 	 	Name:  	Michael D. Price 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



ACCEPTED AND AGREED:




	 	 	 
	/s/ Joseph F. Fisher
 

      Joseph F. Fisher

	 	 






Dated: June 1, 2007




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EXHIBIT A




FULL AND COMPLETE RELEASE




          I, Joseph F. Fisher, in consideration of the separation payments described in my Separation
Agreement dated June 1, 2007, for myself and my heirs, executors, administrators and assigns, do
hereby knowingly and voluntarily release and forever discharge Platinum Underwriters Holdings,
Ltd., its subsidiaries and affiliates (collectively, the “Companies”) and their respective current
and former directors, officers and employees from, and covenant not to sue or proceed against any
of the foregoing on the basis of, any and all claims, actions and causes of action upon or by
reason of any matter arising out of my employment by the Companies and the cessation of said
employment, and including, but not limited to, any alleged violation of those federal, state and
local laws prohibiting employment discrimination based on age, sex, race, color, national origin,
religion, disability, veteran or marital status, sexual orientation, or any other protected trait
or characteristic, or retaliation for engaging in any protected activity, including, without
limitation, the Age Discrimination in Employment Act of 1967, 29 U.S.C. 621 et seq., as amended by
the Older Workers Benefit Protection Act, P.L. 101-433, the Equal Pay Act of 1963, 9 U.S.C. 206 et
seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Civil
Rights Act of 1866, 42 U.S.C. 1981, the Civil Rights Act of 1991, 42 U.S.C. 1981a, the Americans
with Disabilities Act, 42 U.S.C. 12101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. 791 et
seq., the Family and Medical Leave Act of 1993, 28 U.S.C. 2601 and 2611 et seq., and equivalent
provisions under Bermuda law (including, without limitation, the Employment Act 2000 and the Human
Rights Act 1981), whether KNOWN OR UNKNOWN, fixed or contingent, which I ever had, now have, or may
have, or which I, my heirs, executors, administrators or assigns hereafter can, shall or may have,
from the beginning of time through the date on which I sign this Full and Complete Release (this
“Release”), including without limitation those arising out of or related to my employment or
separation from employment with the Companies (collectively the “Release Claims”).




          I warrant and represent that I have made no sale, assignment, or other transfer, or attempted
sale, assignment, or other transfer, of any of the Released Claims. I fully understand and agree
that:





	1.	 	This Release is in exchange for separation payments to which I would otherwise not be
entitled;
	 
	2.	 	No rights or claims are released or waived that may arise after the date this Release is
signed by me;
	 
	3.	 	I am hereby advised to consult with an attorney before signing this Release;
	 
	4.	 	I have twenty-one (21) days from my receipt of this Release within which to consider whether
or not to sign it;





 









 






	5.	 	I have seven (7) days following my signature of this Release to revoke the Release; and
	 
	6.	 	This Release shall not become effective or enforceable until the revocation period of seven
(7) days has expired.





          If I choose to revoke this Release, I must do so by notifying the Companies in writing. This
written notice of revocation must be faxed and mailed by first class mail within the seven (7) day
revocation period and addressed as follows:



Platinum Underwriters Holdings, Ltd.

The Belvedere Building

69 Pitts Bay Road

Pembroke HM 08 Bermuda

Attention: General Counsel

Fax: 441-295-4605



With a copy to:



Dewey Ballantine LLP

1301 Avenue of the Americas

New York, New York 10019

Attention: Linda E. Ransom, Esq.

Fax: 212-259-6333




          This Release is the complete understanding between me and the Companies in respect of the
subject matter of this Release and supersedes all prior agreements relating to the same subject
matter. I have not relied upon any representations, promises or agreements of any kind except
those set forth herein in signing this Release.




          In the event that any provision of this Release should be held to be invalid or unenforceable,
each and all of the other provisions of this Release shall remain in full force and effect. If any
provision of this Release is found to be invalid or unenforceable, such provision shall be modified
as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by
law. This Release is to be governed by and construed and enforced in accordance with the laws of
the State of New York without reference to rules relating to conflict of laws. This Release inures
to the benefit of the Companies and their successors and assigns. I have carefully read this
Release, fully understand each of its terms and conditions, and intend to abide by this Release in
every respect. As such, I knowingly and voluntarily sign this Release.




      
                
                   
                   

      Joseph F. Fisher




Dated: July 6, 2007




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