XL Capital Ltd - 8K - 12/01/06
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
————————————
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): December 1,
2006
————————————
XL
CAPITAL LTD
(Exact
name of registrant as specified in its charter)
————————————
|
Cayman
Islands
|
1-10804
|
98-0191089
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
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)
————————————
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))
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 1, 2006, the Registrant entered into amended and restated employment
agreements with Henry C. V. Keeling and Clive Tobin. On December 5, 2006, the
Registrant entered into an amended and restated employment agreement with Fiona
E. Luck. Mr. Keeling is the Registrant’s Chief Operating Officer, Ms. Luck is
Executive Vice President and Chief of Staff of the Registrant, and Mr. Tobin
is
the Registrant’s Chief Executive, Insurance Operations.
The
employment agreements provide for (i) a base salary of no less than US$675,000
for Mr. Keeling, US$600,000 for Ms. Luck and £375,000 for Mr. Tobin, and the
base salaries are subject to annual review and may be increased by the
Compensation Committee, (ii) an annual bonus pursuant to the Registrant’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 Registrant or the executives provide
written notice that the term is not to be extended at least six months prior
to
the then scheduled expiration date. The executives have each agreed to certain
confidentiality, non-competition and non-solicitation provisions. The
Registrant’s obligations under each employment agreement are guaranteed by XL
Insurance Ltd and XL Re Ltd.
The
employment agreement for each executive 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 executives’ 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
Registrant 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 substantially the same for the executive and the executive’s
dependents for a period of six months.
In
the
event of termination of each executive’s employment by the Registrant without
Cause (as defined in the employment agreements), including termination of
employment following the Registrant’s issuance of a notice of nonrenewal of the
employment agreement, or by the executive if the executive is assigned duties
inconsistent with his or her 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 Registrant 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.
Notwithstanding
the foregoing, in the event of termination of the executive’s employment (x) by
the Registrant without Cause within the 24-month period following a Change
in
Control (as defined in the employment agreements) (the “Post-Change Period”),
(y) by the executive for Good Reason during the Post-Change Period or (z) by
the
Registrant within one year prior to a Change in Control and it is reasonably
demonstrated that
such
termination arose in connection with or anticipation of the Change in Control,
then the executive shall be entitled to (i) the executive’s then current base
salary through the date on which termination occurs; (ii) a cash lump sum
payment equal to the sum of (x) two times the executive’s base salary and
(y) two times the average of the executive’s annual bonus for the three
years (or shorter period of employment) immediately preceding the year in which
the Change in Control occurs, provided such bonus shall be at least equal to
the
targeted annual bonus for the year of such termination; and (iii) an amount
equal to the higher of (x) the executive’s annual bonus actually awarded in
the year immediately preceding the year in which the Change in Control occurs
or
(y) the targeted annual bonus that would have been awarded to the executive
for the year of such termination, pro rated by a fraction based on the number
of
months or fraction thereof in which the executive was employed by the Registrant
in the year of termination. The executive shall also be entitled to continued
medical benefit plan coverage for the executive and the executive’s dependents
for a period of 24 months and to accelerated vesting of the executive’s rights
(i) under any retirement plans and (ii) with regard to any stock options or
other rights with respect to equity securities of the Registrant held by the
executive, which options or other rights shall be exercisable for the shorter
of
three years or the original term of the security. In addition, in the event
excise taxes on the executive’s payments or benefits are imposed under Section
4999 of the United States Internal Revenue Code, the executive shall be entitled
to gross-up payments.
In
the
event of termination of the executive’s employment by the Registrant 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 Registrant 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 Registrant with Cause.
The
employment agreements also provide for indemnification of the executive by
the
Registrant 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.
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: December
5, 2006
XL
CAPITAL
LTD
(Registrant)
By: /s/
Kirstin Romann Gould
Name: Kirstin
Romann Gould
Title:
Secretary