Exhibit 10.22 


 


 


 


	TO:	Richard Schmitzer
	 	 
	FROM:	Adam Abram
	 	 
	DATE:	September 30, 2011
	 	 
	SUBJECT:	Leadership Recognition Program


 


I am pleased to announce the launch by James River Insurance Company
of a new Leadership Recognition Program (“the Program”) for individuals in key management positions with the company.
The Program will be instituted this year.


 


The Leadership Recognition Program is designed to reward members
of senior management for their contributions to James River’s profitability, and to encourage valued members of the management
team to remain employed with James River.


 


Program participants will have notional “accounts” that
will vest over the life of the Program, and employees will be able to track the growth of their accounts over time.


 


This Program remains fully discretionary on the part of James River
Insurance Company, and may be suspended or amended at the discretion of James River at any time. It does not confer any right to
payment on the part of employees, but is designed to allow the Company to award certain key management personnel for their performance,
within the absolute discretion of Company leadership.


 


Highlights of the Program are as follows:


 


		·	Participants must be actively employed with James River to be eligible to participate in the Program.



		·	Participants must be actively employed with James River on the date payments are paid with the exception of the retirement
scenario mentioned below.



		·	It is expected that James River will fund the Program annually.



		·	The first funding will be made to the Program on September 30, 2011, with additional fundings anticipated in every subsequent
year for ten years. The first cash payment to participants is slated to be made on September 30th in the third year and payments
are anticipated on the same date each year thereafter.



		·	Employees with ten years of service and who retire at 65 are expected to receive payments under the Program over a three-year
period.



 


James River Insurance Company


6641 West Broad
Street, Suite 300 ● Richmond, Virginia 23230 ●
804.289.2700 ● Fax 804.289.2703


www.jamesriverins.com


 




    	 



    	 



    

 


		·	Participants will be asked to sign a non-solicitation and non-competition agreement before receiving their first payments pursuant
to the Program.



		·	The Program is not an entitlement. Although participants who meet all qualifying criteria are anticipated to receive the benefits
outlined, continuation of the Program generally will be subject to the discretion of the Board of Directors of Franklin Holdings
and the President of James River. They will retain the right to alter or terminate the Program at will.



 


Specific information on the actual dollar amounts available to you
is calculated below.


 


	Grant Amounts
	Year 1	 	 	Year 2	 	 	Year 3	 	 	Year 4	 	 	Year 5	 	 	Year 6	 	 	Year 7	 	 	Year 8	 	 	Year 9	 	 	Year 10	 
	 Seed 	 	 	 20% 	 	 	 20% 	 	 	 20% 	 	 	 20% 	 	 	 Seed 	 	 	 35% 	 	 	 35% 	 	 	 35% 	 	 	 35% 	 
	$	350,000	 	 	$	70,000	 	 	$	70,000	 	 	$	70,000	 	 	$	70,000	 	 	$	350,000	 	 	$	122,500	 	 	$	122,500	 	 	$	122,500	 	 	$	122,500	 



 


	Cash Payments
	Year 3	 	 	Year 4	 	 	Year 5	 	 	Year 6	 	 	Year 7	 	 	Year 8	 	 	Year 9	 	 	Year 10	 	 	Total	 
	$	70,000	 	 	$	84,000	 	 	$	98,000	 	 	$	112,000	 	 	$	126,000	 	 	$	126,000	 	 	$	136,500	 	 	$	147,000	 	 	$	899,500	 



 


James River is pleased to offer enhanced benefits to its senior
management through this new Leadership Recognition Program. Congratulations on being selected to participate in this Program and
I look forward to your continued contributions to James River.


 


James River Insurance Company


6641 West Broad
Street, Suite 300 ● Richmond, Virginia 23230 ●
804.289.2700 ● Fax 804.289.2703


www.jamesriverins.com