AXIS SPECIALTY LIMITED
OVERBAY, 106 PITTS BAY ROAD
PEMBROKE, HM 08
D. Andrew Cook
14 Pampas Lane
Smith's FL05
Bermuda
Dear Andrew:
We are delighted that you have decided to act as an advisor for AXIS Specialty
Limited, a Bermuda company (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 April 2,
2006.
1.
ENGAGEMENT
The Company hereby agrees to engage you as a finance advisor to the Company. In
this capacity, you will assist the new Chief Financial Officer and the Chief
Executive Officer/President of the Parent or any other appropriate designee as
may be directed by him in finance 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.
Compensation and Benefits
(A)
DURING YOUR ENGAGEMENT HEREUNDER WITH THE COMPANY, YOUR TOTAL FEE
SHALL BE $163,125.00 (THE "CONSULTING FEE") AND SHALL BE PAYABLE IN THREE
MONTHLY INSTALLMENTS OF $54,375.00 IN ACCORDANCE WITH THE COMPANY'S CUSTOMARY
PAYROLL PRACTICES.
(B)
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
(C)
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.
2.
TERM OF ENGAGEMENT
(A)
THE ENGAGEMENT PERIOD SHALL COMMENCE ON APRIL 2, 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 AGREEMENT, SHALL
MEAN (A) THE WILLFUL ENGAGEMENT BY YOU IN MISCONDUCT THAT IS DEMONSTRABLY
INJURIOUS TO THE COMPANY (MONETARILY OR OTHERWISE) OR ITS REPUTATION, (B) YOUR
MATERIAL BREACH OF THIS AGREEMENT OR THE SEPARATION AGREEMENT DATED AS OF MARCH
13, 2006 BETWEEN YOU AND THE COMPANY (THE "SEPARATION AGREEMENT") OR (C) YOUR
CONVICTION OF, OR PLEADING GUILTY OR NOLO CONTENDERE TO, A FELONY OR A CRIME
INVOLVING MORAL TURPITUDE.
(III)
WITHOUT CAUSE.
THE COMPANY MAY TERMINATE YOUR
ENGAGEMENT HEREUNDER AT ANY TIME WITHOUT CAUSE.
(IV)
VOLUNTARY RESIGNATION.
YOU MAY VOLUNTARILY
TERMINATE YOUR ENGAGEMENT HEREUNDER AT ANY TIME.
(B)
IN THE EVENT THAT YOUR ENGAGEMENT HEREUNDER BY THE COMPANY SHALL
TERMINATE FOR ANY REASON, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE
COMPANY'S SOLE OBLIGATION UNDER THE AGREEMENT SHALL BE TO PAY TO YOU ANY EARNED
BUT UNPAID