XL Capital Ltd - 8-K/A Amendment No. 1 (July 12, 2006)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): July 12,
2006
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XL
CAPITAL LTD
(Exact
name of registrant as specified in its charter)
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Cayman
Islands
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1-10809
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98-0191089
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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XL
House, One Bermudiana Road, Hamilton, Bermuda HM 11
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (441) 292 8515
Not
Applicable
(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Explanatory
Note:
This
Amendment No. 1 to Current Report on Form 8-K is being filed to amend Item
5.02
to include a description of the employment agreement between the Company and
Michael C. Lobdell.
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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
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On
July
12, 2006, XL Capital Ltd (the "Company") announced the appointment of
Michael C. Lobdell to join the Company in September as Chief Executive - Global
Business Services.
Mr.
Lobdell, age 48, is currently a Director of the New York City Investment Fund
and Vice Chairman of the Board of Trustees of Westminster School in Simsbury,
Connecticut. During a 28-year career with JPMorganChase (originally J.P.
Morgan), Mr. Lobdell held numerous leadership positions, including Senior
Partner of the global financial services firm's Mergers & Acquisitions
Group, Managing Director and Chief Operating Officer of Global Investment
Banking, Chairman of JPMorgan North American Investment Banking Management
Committee, Head of Risk Technology Operations for Europe, and, most recently,
Managing Director and Head of Chase Middle Market Treasury Service Integration
Project.
On
September 1, 2006, the Company entered into an employment agreement with Mr.
Lobdell (the “Executive”). The Executive will serve as the Company’s Chief
Executive-Global Business Services.
The
employment agreement provides for (i) a base salary of no less than US$600,000
and is subject to annual review and may be increased by the Compensation
Committee, (ii) an annual bonus (with a bonus target of at least 125% of base
salary) pursuant to the Company’s incentive compensation plan, the actual amount
earned to be determined by the Compensation Committee, (iii) reimbursement
for
or payment of certain travel and other expenses, and (iv) the right to
participate in such other employee benefit programs as are in effect for senior
executives from time to time. Employment is for an original term of one year
and
will continue to be automatically extended for successive one year periods
unless the Company or the Executive provides written notice that the term is
not
to be extended at least six months prior to the then scheduled expiration date.
The Executive has agreed to certain confidentiality, non-competition and
non-solicitation provisions. The Company’s obligations under the employment
agreement are guaranteed by XL Insurance (Bermuda) Ltd and XL Re
Ltd.
The
employment agreement further provides that, in the event of the termination
of
the Executive’s employment prior to the expiration date of the employment
agreement (after giving effect to any extensions thereof) by reason of death
or
disability, the Executive (or in the case of death, the Executive’s spouse or
estate) shall be entitled to receive the Executive’s then current base salary
through the end of the six month period after the month in which the Executive’s
employment is terminated, and the Executive (or the Executive’s estate) shall be
entitled to any annual bonus awarded but not yet paid and a pro rata bonus
for
the year of termination in an amount determined by the Compensation Committee
(but not less than a pro rata portion of the Executive’s average annual bonus
for the immediately preceding three years, or the period of the Executive’s
employment, if less). The Executive (or the Executive’s estate) shall also be
entitled to the Executive’s vested accrued benefits under any employee benefit
programs, continued rights with regard to any stock options or other rights
with
respect to equity securities of the Company held by the Executive in accordance
with the terms of the plans under which such options or other rights were
issued, and continued medical benefit plan coverage for the Executive and the
Executive’s dependents for a period of six months.
In
the
event of termination of the Executive’s employment by the Company without Cause
(as defined in the employment agreement), including termination of employment
following the Company’s issuance of a notice of nonrenewal of the employment
agreement, or by the Executive if the Executive is assigned duties inconsistent
with his position (but such assignment does not constitute “Good Reason” as
defined in the employment agreement), the Executive shall be entitled to
(i) the Executive’s then current base salary through the date on which
termination occurs, (ii) provided the Executive executes a general release
of claims, a cash lump sum payment equal to the sum of (x) two times the
Executive’s then current base salary and (y) one times the higher of the
targeted annual bonus for the year of such termination or the average of the
executive’s annual bonus for the three years (or shorter period
of
employment) immediately preceding the year of termination, and (iii) any
annual bonus awarded but not yet paid. The Executive shall also be entitled
to
the Executive’s vested accrued benefits under any employee benefit programs,
continued rights with regard to any stock options or other rights with respect
to equity securities of the Company held by the Executive in accordance with
the
terms of the plans under which such options or other rights were issued and
continued medical benefit plan coverage for the Executive and the Executive’s
dependents for a period of 24 months.
In
the
event of termination of the Executive’s employment by the Company with Cause or
other voluntary termination by the Executive, the Executive shall be entitled
to
the Executive’s then current base salary through the date on which termination
occurs and continued rights with regard to any stock options or other rights
with respect to equity securities of the Company held by the Executive in
accordance with the terms of the plans under which such options or equity
securities were issued. The Executive shall also be entitled to the Executive’s
vested accrued benefits under any employee benefit programs in the case of
voluntary termination and, if such programs expressly provide for such benefits,
in the case of termination by the Company with Cause.
The
employment agreement also provides for indemnification of the Executive by
the
Company to the maximum extent permitted by applicable law and the Registrant’s
charter documents and requires the Registrant to maintain directors’ and
officers’ liability coverage in an amount equal to at least
$75,000,000.
Item
8.01. Other Events.
On
July
12, 2006, XL Capital Ltd issued a press release attached as Exhibit 99.1
hereto and incorporated by reference herein.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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Exhibit
No.
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Description
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99.1
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Press
Release (“XL CAPITAL LTD ANNOUNCES EXECUTIVE APPOINTMENTS”) dated July 12,
2006 (incorporated by reference to the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission on July 17,
2006).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: September
1, 2006
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XL
CAPITAL LTD
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(Registrant)
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By:
/s/
Kirstin Gould
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Name: Kirstin Gould
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Title: Secretary
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