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XL GROUP PLC FILES (8-K) Disclosing Change in Directors or Principal Officers(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously announced on October 8, 2014, Mr. James Veghte, Executive Vice President and Chief Executive of Reinsurance Operations of XL Group plc (the "Company"), will retire from the Company effective December 31, 2014 (the "Retirement Date"). On October 30, 2014, the Company and X.L. Global Services, Inc. entered into an Agreement and Release with Mr. Veghte (the "Agreement") under which, as of the Retirement Date, Mr. Veghte will resign from all officer positions with the Company and its affiliates as well as his membership on all boards of directors and committees of the Company and its affiliates. In connection with Mr. Veghte's retirement, the Agreement provides for: (i) payment of Mr. Veghte's base salary through the Retirement Date; (ii) Mr. Veghte's eligibility to receive an annual bonus for 2014; (iii) retirement treatment under Mr. Veghte's equity awards, including prorated vesting (based on performance through 2014 and 2016, respectively) of Mr. Veghte's 2013 and 2014 performance unit awards; (iv) payment of $72,000 in a lump-sum, less required tax withholdings, which is intended to cover the monthly COBRA medical coverage continuation premium rate payable by Mr. Veghte, less the monthly premium amount paid by similarly situated executives for active medical coverage, multiplied by 24; and (v) reimbursement of business expenses incurred prior to the Retirement Date. In addition, the Agreement provides that Mr. Veghte will provide consulting services to the Company following the Retirement Date for the period ending June 30, 2015. The consulting services will include acting as a senior advisor to the Chief Executive Officer of the Company on key reinsurance business matters, maintaining key broker relationships and working to ensure an effective transition for key contacts, providing assistance with regulatory agencies, and attending key industry events as a Company representative as needed and requested by the Company. Provided he complies with the terms of the Agreement, Mr. Veghte will receive a consulting fee payable in installments in the amount of $1,000,000 on January 15, 2015, and $1,300,000 on March 1, 2015. The Agreement further provides for Mr. Veghte's release of claims against the Company as well as confidentiality, non-competition, non-solicitation and non-disparagement restrictions, and for indemnification of Mr. Veghte by the Company and coverage under the Company's directors and officers liability policy for six years following the Retirement Date. -------------------------------------------------------------------------------- |