AMTRUST FINANCIAL SERVICES, INC. - Corporate Solutions

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agreement, through the expiration of such business, for a maximum period of five years from the end of the term of his employment agreement.
Mr. Caviet has agreed to keep confidential all information regarding the Company that he receives during the term of his employment and
thereafter. Mr. Caviet has also agreed that, upon termination of employment, he will not solicit any of our customers or employees or solicit
any entity that has been contacted us regarding a possible acquisition of that entity, for two years after termination.
Michael J. Saxon
Pursuant to Mr. Saxon’s employment agreement, dated as of March 1, 2010 and amended as of March 1, 2012 and March 22, 2013, he
has agreed to serve as our Chief Operating Officer. Mr. Saxon’s term of employment under this agreement continues until February 28, 2015,
at which time the employment agreement will automatically renew for successive three-year terms, unless we or Mr. Saxon provide 90 days’
written notice of an intention not to renew.
In 2012, Mr. Saxon received an annual base salary in the amount of $600,000 and is entitled to a salary review each March during the
term of his employment agreement. In March 2013, Mr. Saxon’s salary was increased to $700,000. Mr. Saxon is entitled to an annual profit
bonus, equal to one percent (1%) of our “profit” for the fiscal year, provided that the annual profit is no less than 75% of the greater of our
profit for the preceding calendar year or the base line profit for the year ended December 31, 2009. See “Compensation Discussion and
Analysis – Executive Compensation – Bonus” for further details regarding the calculation of Mr. Saxon’s bonus. Pursuant to the March 22,
2013 amendment to his employment agreement, on a going forward basis, “profit” will no longer include gains or losses on life settlement
contracts (exclusive of non-controlling interest, net of tax).
The terms of Mr. Saxon’s employment agreement relating to termination in the event of disability, death, or at any time for cause, and the
confidentiality, non-compete and non-solicit provisions in the employment agreement, are identical to those contained in Mr. Pipoly’s and
Mr. Longo’s employment agreements.
Christopher M. Longo
Pursuant to Mr. Longo’s employment agreement, dated March 1, 2010 and amended March 1, 2012 and March 22, 2013, he has agreed to
serve as our Chief Information Officer. Mr. Longo’s term of employment under this agreement continues until February 28, 2015, at which
time the employment agreement will automatically renew for successive three-year terms, unless we or Mr. Longo provide 90 days’ written
notice of an intention not to renew.
In 2012, Mr. Longo received an annual base salary in the amount of $500,000 and is entitled to an annual salary review each March
during the term of his employment agreement. In March 2013, Mr. Longo’s salary was increased to $600,000. Mr. Longo is entitled to an
annual profit bonus that is calculated the same as Mr. Saxon’s annual bonus, including the change as a result of the March 22, 2013
amendment.
The terms of Mr. Longo’s employment agreement relating to termination in the event of disability, death, or at any time for cause, and the
confidentiality, non-compete and non-solicit provisions in the employment agreement, are identical to those contained in Mr. Pipoly’s and
Mr. Saxon’s employment agreements.
2010 Omnibus Incentive Plan
Our Board of Directors and shareholders approved the 2010 Omnibus Incentive Plan, as amended in May 2012, which allows for grants
of incentive stock options, non-qualified stock options, performance shares, shares of restricted stock and restricted stock units to present and
future officers, directors, employees and consultants of the Company or any subsidiary. The aggregate number of shares of common stock for
which awards may be issued may not exceed 6,650,062 shares, subject to the authority of our Board of Directors to adjust this amount in the
event of a consolidation, reorganization, stock dividend, stock split, recapitalization or similar transaction affecting our common stock. In
addition, under the current terms of the Plan, we cannot grant more than
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