delighted that you have decided to act as an advisor for AXIS Specialty
U.S. Services, Inc., a Delaware corporation (the "Company") and wholly owned,
indirect subsidiary of AXIS Capital Holdings Limited, a Bermuda company (the
"Parent"). We thought it would be useful to lay out the terms and conditions of
our agreement in this letter agreement (this "Agreement").
This Agreement is
dated as of January 1, 2006.
1.
ENGAGEMENT
The Company hereby agrees to engage you as a human resources advisor to the
Company. In this capacity, you will assist the Chief Executive Officer and
President of the Parent or any other appropriate designee as may be directed by
him in human resource matters. You will be expected to devote such time as the
Company reasonably deems appropriate to the performance of your duties and
responsibilities to the Company, and shall faithfully and diligently endeavor to
promote the business and best interests of the Company and the Parent.
Nothing
in this Section 1 shall preclude you from performing services for persons or
entities other than the Company to the extent such services do not interfere
with your obligations under this Agreement.
2.
COMPENSATION AND BENEFITS
(A)
DURING YOUR ENGAGEMENT HEREUNDER WITH THE COMPANY, YOUR TOTAL FEE
SHALL BE $200,000 (THE "CONSULTING FEE") AND SHALL BE PAYABLE IN SIX MONTHLY
INSTALLMENTS OF $33,333 IN ACCORDANCE WITH THE COMPANY'S CUSTOMARY PAYROLL
PRACTICES.
(B)
IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT, PARENT AGREES
TO GRANT TO YOU AN AWARD OF RESTRICTED SHARES OF THE COMMON STOCK ("RESTRICTED
SHARES") OF PARENT PURSUANT TO THE 2003 LONG-TERM EQUITY COMPENSATION PLAN (THE
"PARENT EQUITY PLAN") BASED ON THE 2005 PERFORMANCE OF THE COMPANY AND AT LEAST
EQUAL TO YOUR 2005 TARGET.
THE RESTRICTED SHARES WILL VEST ON THE THIRD
ANNIVERSARY OF THE DATE OF GRANT AND AS OTHERWISE SET FORTH IN THE PARENT EQUITY
PLAN AND THE AWARD AGREEMENT.
ALL OTHER TERMS AND CONDITIONS SHALL BE PROVIDED
IN THE PARENT EQUITY PLAN AND THE AWARD AGREEMENT.
(C)
DURING YOUR ENGAGEMENT HEREUNDER BY THE COMPANY, YOU WILL NOT BE
ENTITLED TO PARTICIPATE IN ANY BENEFIT PLANS OR OTHER FRINGE BENEFITS MADE
AVAILABLE TO EMPLOYEES OF THE
COMPANY, OTHER THAN MEDICAL AND DENTAL INSURANCE AS PROVIDED IN THE SEPARATION
AGREEMENT BETWEEN YOU AND THE COMPANY A COPY OF WHICH IS ATTACHED HERETO (THE
"SEPARATION AGREEMENT").
(D)
DURING YOUR ENGAGEMENT HEREUNDER BY THE COMPANY, THE COMPANY WILL
REIMBURSE YOU FOR ALL REASONABLE BUSINESS EXPENSES UPON PRESENTATION OF
STATEMENTS OF SUCH EXPENSES IN ACCORDANCE WITH THE COMPANY'S POLICIES AND
PROCEDURES NOW IN FORCE OR AS SUCH POLICIES AND PROCEDURES MAY BE MODIFIED.
3.
TERM OF ENGAGEMENT
(A)
THE ENGAGEMENT PERIOD SHALL COMMENCE ON JANUARY 1, 2006 AND SHALL
TERMINATE ON JUNE 30, 2006. NOTWITHSTANDING THE FOREGOING, YOUR ENGAGEMENT
HEREUNDER WILL BE TERMINATED UPON THE EARLIEST TO OCCUR OF THE FOLLOWING EVENTS:
(I)
DEATH.
YOUR ENGAGEMENT HEREUNDER SHALL AUTOMATICALLY TERMINATE
UPON YOUR DEATH.
(II)
CAUSE.
THE COMPANY MAY TERMINATE YOUR ENGAGEMENT HEREUNDER FOR
CAUSE, WHICH, FOR PURPOSES OF THIS