Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers. Effective as ofJanuary 20, 2021 ,Third Point Reinsurance Ltd. (the "Company") andChristopher S. Coleman , the Company's Chief Financial Officer, have entered into a Separation Agreement and Release (the "Separation Agreement"). The Company andMr. Coleman entered into the Separation Agreement in connection with the expected appointment ofDavid W. Junius , currently the Company's Chief Operating Officer, as Chief Financial Officer of the Company not later than the closing of the merger transaction (the "Merger") contemplated by the Agreement and Plan of Merger, dated as ofAugust 6, 2020 , by and among the Company, Sirius International Insurance Group Ltd. andYoga Merger Sub Limited . The expected appointment ofMr. Junius was reported in the Company's Current Report on Form 8-K filed onSeptember 29, 2020 . Pursuant to the terms of the Separation Agreement, the Company andMr. Coleman have mutually agreed that, not later than the date of the closing of the Merger (the "Closing Date")Mr. Coleman's employment as Chief Financial Officer will end andMr. Coleman will commence employment on a transitional basis as the interim Chief Accounting Officer of the Company. In his capacity as interim Chief Accounting Officer,Mr. Coleman will assist the Company with financial reporting matters through the filing of the Company's Quarterly Report on Form 10-Q for the three months endedMarch 31, 2021 , which is currently expected to be filed in early May, 2021.Mr. Coleman's employment with the Company will end as of close of business on the first business day following the filing of such Quarterly Report (the "Termination Date", and the period from the Closing Date through the Termination Date, the "Transition Period"). During the Transition Period,Mr. Coleman will be paid the same compensation and receive the same employee benefits as he receives as Chief Financial Officer, as set forth in his employment agreement with the Company, dated as ofNovember 10, 2014 (the "Employment Agreement"), a copy of which is publicly available. In connection with the occurrence of the Termination Date, the Separation Agreement provides thatMr. Coleman will receive the severance payments and benefits provided in his Employment Agreement, consisting of (x)$910,000 , which is equal to three months of notice pay (to be paid in a lump sum) and 18 months of base salary (to be paid in monthly installments); (y) a pro rata bonus for 2021 based onMr. Coleman's period of service in 2021; and (z) 18 months of continued medical benefits at active-employee rates. In addition, the Company andMr. Coleman have agreed that (x) at the Termination Date, any outstanding and unvested time-based restricted shares held byMr. Coleman will vest, and (y) certain outstanding and unvested performance-based restricted shares granted toMr. Coleman will vest at target levels of performance and without proration. The foregoing severance payments and benefits, including the accelerated vesting of the equity awards, are conditioned onMr. Coleman's entry into a customary release of claims and compliance with covenants related to confidentiality, nondisparagement and nonsolicitation. The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the three months endedMarch 31, 2021 , and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 101 Pursuant to Rule 406 of Regulation S-T, the cover page information in formatted in Inline XBRL 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)
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