Exhibit 10.2
[_____],[____]
[__________]
Re:SeniorAdvisorLetterAgreement
Dear[____]:
Thank you for advising us of your intent to retire and providing the notice required under the “Modified QualifyingRetirement” provisions of youremployment agreement. Thankyoualso for youragreement to stay on through [____] as a Senior Advisor to the Company. This letter agreement(“Agreement”) specifies the termsofthe agreement wehave reached. Certain capitalized termsused have the meanings set forth on the attached Exhibit A.
I.Terms of Employment.Effective [____], you will retire from your current role with the Company.At that time, and without a break in employment, you will transition to a position of Senior Advisor with the Company and will remain a Senior Advisor through [____](the “Agreement Period”).The Company may offer to extend the Agreement Period, subject to your consent.
II.Intent ofAgreement.It is the intent of the parties that your continued employment through the end of theAgreement Period will satisfy the continued employment requirements for “Modified Qualifying Retirement” under Section 5.1(c) of the Employment Agreement, so that upon the conclusion of theAgreement Period you will be eligible for the Modified Qualifying Retirement benefits provided your Employment Agreement, subject to your timely provision of a release of claims as provided therein.You acknowledge and agree that your transition to the position of Senior Advisor effective as of the effective date of your retirement from your current role is voluntary and at your election, and the changes in the terms of your employment as set forth in this Agreement will not give rise to your right to resign for “Good Reason” under the terms of your Employment Agreement.
III.Roles and Responsibilities.As a SeniorAdvisor, you will provide ongoing support and such otheradvisoryservicesasmayreasonablyberequestedfrom timetotimebytheChiefExecutive Officer.
IV.Compensation.Your annualized base salary as a Senior Advisor during the Agreement Period shall be $[____].You understand that in your capacity as Senior Advisor, you will remain classifiedasafull-timeemployee, albeitatthestated,reducedsalary, andmaycontinuetochoose to participate in all employee benefit plans for which you are eligible in accordance with their terms.However, during theAgreement Period you will not be eligible to earn an Annual Bonus orotherwiseparticipateintheCompany’s ShortTerm IncentivePlan (commencingwiththe[____]plan year) and will not be eligible to receive any new LTIP equity awards.You will still be eligible to earn anAnnual Bonus for the [____]plan year.
V.Effect onContinued Employment,Compensation, and Benefits. Nothing in this Agreement shall restrict your continuing participation in employee benefit plans of the Company for which
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you qualify. This Agreement is not intended to, nor does it modify the at-will employment relationship between you and the Company. Notwithstanding anything to the contrary in the Employment Agreement, the terms of this Agreement shall govern and supersede anyinconsistent terms of the EmploymentAgreement with respect to the subject matter hereof.
To accept thisAgreement,pleasesign whereindicatedbelow, andreturn nolaterthan[____],[____],to me at pryan@skywardinsurance.com.
Sincerely,
/s/
ACKNOWLEDGEDANDAGREEDTO BY:
/s/
Date:
ExhibitA Definitions
“Annual Bonus” means an annual, calendar-year cash bonus (payable in a single lump sum) based on criteria determined in the sole discretion of the Board of Directors of the Company or a committeethereof.
“Code”meanstheInternalRevenueCodeof1986,asamended. “Company” means Skyward Specialty Insurance Group, Inc.
“EmploymentAgreement” means that certain Executive EmploymentAgreement, dated as of [____], [____], by and between the Company and you, as may be amended from time to time.
“LTIP”meanstheCompany’s2022Long-TermIncentivePlanoranysuccessorplan.