xl8k_061908.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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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): June 19, 2008
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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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1-10804
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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))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 17, 2008, the Registrant
entered into a transition agreement with Clive Tobin, the Registrant’s former
Chief Executive, Insurance Operations, pursuant to which Mr. Tobin’s employment
agreement with the Registrant dated December 1, 2006 was terminated and
superseded in its entirety by the transition agreement. The
transition agreement will remain in effect until either party provides thirty
days advance written notice that the agreement shall be terminated and the
termination date shall be the 31st day
following the giving of such notice (the “Termination Date”).
The transition agreement provides that
Mr. Tobin will act as an advisor to the Registrant’s Chief Executive, Insurance
Operations. Mr. Tobin will not be a member of the Executive
Management Board or the Executive Management Group. On or before the
Termination Date, he will resign from any committees on which he serves, as well
as from any directorships or officerships he holds with the Registrant or any of
its affiliates. It is expected that Mr. Tobin’s regular employment
hours an advisor will be approximately 15 hours per
week.
The transition agreement provides for:
(i) a base salary at the annual rate of £93,750 during the term of the
transition agreement; (ii) no bonus for performance in calendar year 2008 or
later years unless otherwise determined by the Registrant; (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, provided that Mr. Tobin will not be entitled to
any additional equity grants or other long term incentive plan
awards. Mr. Tobin’s benefits under the retirement plans of the
Registrant will, to the extent not already vested, become vested in full on the
Termination Date and be paid in accordance with the terms of the plans and his
elections made thereunder. The transition agreement contains
confidentiality, non-competition and non-solicitation provisions.
The transition agreement provides for
the retirement treatment of Mr. Tobin’s stock options and shares of restricted
stock granted pursuant to the XL Capital Ltd. 1991 Performance Incentive Plan in
various termination scenarios. If Mr. Tobin’s employment is not
terminated (i) by him prior to the Termination Date or (ii) prior to the
Termination Date due to his death or disability or due to his termination by the
Registrant for cause, (x) all unvested options and unvested shares of restricted
stock held by Mr. Tobin will vest on the Termination Date, (y) all options
granted before January 1, 2000 held by Mr. Tobin will be exercisable for three
years following the Termination Date (but in no event beyond the full ten year
term of the option), after which time they will terminate, and (z) all options
granted on or after January 1, 2000 held by Mr. Tobin will remain exercisable
for the duration of the term specified in the applicable option agreement, after
which time they will terminate. If his employment with the Registrant
is terminated prior to the Termination Date due to his death or disability, all
unvested options and unvested shares of restricted stock will vest on the date
of termination of employment, and all options held by him will be exercisable
for three years following the date of termination of employment (but in no event
beyond the full ten year term of the option), after which time they will
terminate. In the event his employment is terminated by the
Registrant for cause, all outstanding stock options (whether or not vested) and
all outstanding shares of restricted stock will be immediately
forfeited.
With respect to each award made to Mr.
Tobin under the Registrant’s long-term incentive plan for which the award period
has not ended on or prior to the Termination Date, so long as Mr. Tobin’s
employment with the Registrant is not terminated by him prior to the Termination
Date or by the Registrant for cause, he has complied in all material respects
with the covenants contained in the transition agreement and has entered into a
compromise agreement with the Registrant, to the extent the applicable
performance metrics for the award are met at the end of the applicable award
period and an amount would have been paid to him under the award had his
employment continued through the applicable award payment date, he will receive
a payment under the award equal to a pro rata portion of the award
amount.
The transition agreement also provides
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 to be maintained in effect for a period of
six years following the Termination Date.
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.
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XL
CAPITAL LTD
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(Registrant)
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By:
/s/ Kirstin Romann Gould
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Name: Kirstin
Romann Gould
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Title: General
Counsel and Secretary
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