EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit
10.1
EMPLOYMENT AGREEMENT (this “Agreement”) by and between Partner Reinsurance Company
of the U.S. , a company incorporated under the laws
of Delaware (the “Company”), and Xxxxxxxx X. Xxxxxx (the
“Executive”).
W I T N E S
S E T H:
WHEREAS, the Company desires to
memorialize the terms of employment of the Executive as President and Chief Executive Officer of the Company; and
WHEREAS, the Executive is willing to
serve the Company on the terms and conditions herein
provided.
NOW, THEREFORE, in consideration of the
foregoing and of the mutual promises and covenants herein contained, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. EMPLOYMENT
The Company agrees to employ the
Executive and the Executive agrees to serve the Company on the terms
and conditions set forth herein.
2. EFFECTIVE
DATE
This
Agreement shall be effective, and the Executive’s employment as contemplated
hereunder shall commence, as of January 1, 2009 (the “Effective Date”).
3. POSITION AND
DUTIES
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(a)
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The
Executive shall serve as President and Chief Executive Officer of Partner
Reinsurance Company of the U.S. and shall report initially to the Deputy
Chairman of Partner Reinsurance Company of the U.S. and thereafter, to the
Chief Executive Officer of PartnerRe Ltd. (the “CEO”). The Executive
shall perform such duties and exercise such supervision and powers over
and with regard to the business of the Company as are consistent with such
positions, as well as such other reasonable duties and services consistent
with such position with a multi-national reinsurance company and as may be
prescribed from time to time by the CEO. The Executive’s performance of
any duties and responsibilities shall be conducted in a manner consistent
with all Company policies and any other reasonable guidelines provided to
the Executive by the CEO.
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(b)
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Except
during customary vacation periods and periods of illness, the Executive
shall, during his employment hereunder, devote substantially his full
business time and attention to the performance of services for the
Company. The Company hereby acknowledges that the Executive shall be
permitted to devote a reasonable amount of his business time, consistent
with his duties to the Company and with
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the prior consent of the CEO, to (a) the management of personal and family investments, (b) serving on the board of directors and/or acting as an officer of any not-for-profit entities that are not engaged in businesses similar to the Company or (c) serving on the board of directors of any private or public companies that are not engaged in businesses similar to the Company; provided that such activities do not materially affect the duties of the Executive |
4. PLACE OF
PERFORMANCE
In connection with the
Executive’s employment by the Company, the
Executive shall generally perform his duties in Greenwich, Connecticut, except for reasonably necessary travel on
business and in connection with the performance of his duties hereunder, or may
perform his duties hereunder at such places as are mutually agreed upon with the
CEO.
5. COMPENSATION
AND RELATED MATTERS
(a)
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Base Salary.
During
the term of this Agreement, the Company shall pay to the Executive a base
salary at an aggregate initial rate as further detailed in the attached
Schedule, which shall be approved by the Compensation Committee of
PartnerRe Ltd.’s Board of Directors (the “Compensation Committee”)
(which salary, as adjusted from time to time, is referred to herein as
“Base Salary”).
The Base Salary shall be paid in equal installments in accordance with
normal payroll practices of the Company but not less frequently than
bi-monthly. Base Salary may be increased (but not decreased) annually at
the discretion of the Compensation Committee. Base Salary payments
(including any increased Base Salary payments) hereunder shall not in any
way limit or reduce any other obligation of the Company hereunder, and no
other compensation, benefit or payment hereunder shall in any way limit or
reduce the obligation of the Company to pay the Executive’s Base Salary
hereunder.
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(b)
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Annual Incentive.
During the term of the Executive’s employment hereunder, the
Executive will be eligible to receive annual incentive compensation in an
amount for PartnerRe’s fiscal year determined in the sole discretion of
the Compensation Committee in accordance with PartnerRe’s Annual Incentive
Guidelines (the “Annual
Incentive”). The Executive’s target Annual Incentive as a
percentage of his Base Salary is set forth on the attached Schedule (the
“Target Annual
Incentive”).
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(c)
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Equity.
The
Executive will be
eligible to participate in the equity plans of PartnerRe Ltd. (the “Plans”). The Executive shall receive
equity awards at the sole discretion of the Compensation Committee and in accordance with, and subject to,
the terms of the Plans and any agreement executed by the Executive in
connection therewith (any such agreement, an “Equity Award
Agreement”).
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(d)
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Expenses. During
the term of this Agreement, the Executive shall be entitled to receive
prompt reimbursement from the Company of all reasonable expenses incurred
by the Executive in promoting the business of the Company and
in performing services hereunder, including all expenses of travel and
entertainment and living expenses while away from home on business or at
the request of, or in the service of the Company; provided that such
expenses are incurred and accounted for in accordance with the policies
and procedures established by the Company, as applicable, from time to
time.
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(e)
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Benefit
Plans. During the term of this Agreement, the Executive
shall be eligible to participate in all of the applicable benefit plans
and perquisite programs of the Company that are available to
other executives of the Company, as applicable, on the same
terms as such other executives (“Benefit
Plans”). The Company may at any time or from time to
time amend, modify, suspend or terminate any employee benefit plan,
program or arrangement so long as such amendment, modification, suspension
or termination affects all executives similarly. A list of the current
Benefit Plans, in which the Executive is eligible to participate is set
forth on the attached Schedule.
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6. TERMINATION
The Executive’s employment hereunder may
be terminated under the following circumstances, subject to the effective
Date of
Termination described in
Section 6(e) hereof:
(a) Death, Disability or
Retirement.
(i)
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The
Executive’s employment hereunder shall terminate upon his
death.
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(ii)
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If
the Executive shall have qualified for long-term disability benefits under
any long-term disability insurance arrangement in which he is
participating, then the Company may at any time after the date of such
qualification, give to the Executive a Notice of Termination (as defined
in Section 6(d) hereof) and the Executive’s employment hereunder shall
terminate on the Date of Termination described in Section 6(e)
hereof.
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(iii)
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The
Executive’s employment hereunder shall terminate upon his retirement.
Retirement shall be defined by the policy in place in the Executive’s
country of employment in the year of his
retirement.
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(b)
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Termination by the
Company. The Company may terminate the Executive’s
employment hereunder (i) for Cause at any time or (ii) without Cause by
providing twelve months’ prior written notice to the Executive. For the
purposes of this Agreement, the Company shall have “Cause” to terminate the
Executive’s employment hereunder upon (A) the engaging by the Executive in
serious
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negligence or willful misconduct which is demonstrably injurious to its subsidiaries on a consolidated basis; provided that the Board of Directors of PartnerRe Ltd. (the “Board”) has provided the Executive with written notice identifying the act or acts said to constitute Cause and opportunity to cure the deficiency within 30 days after receipt of such notice, or (B) willful and intentional failure to comply in all material respects with the direction of the CEO or the Board, after written notice and the opportunity to correct, or (C) the willful and intentional material breach of this Agreement, or (D) the conviction, a plea of guilty or a plea of no contest of the Executive for a serious criminal act. For purposes of this paragraph, no act, or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. |
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(c)
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Termination by the
Executive. The Executive may terminate his employment
hereunder (i) with Good Reason at any time or (ii) without Good Reason by
providing twelve months’ prior written notice to the Company. For purposes
of this Agreement, “Good
Reason” shall mean (A) a failure by the Company to comply with any
material provision of this Agreement, (B) the assignment to the Executive
by the Company of duties inconsistent in a material adverse
respect with the Executive’s position, authority, duties or
responsibilities with the Company, as applicable, as in effect
immediately after the date of execution of this Agreement including, but
not limited to, any reduction whatsoever in such position, authority,
duties, responsibilities or status, or a change in the Executive’s titles
as then in effect, except in connection with the termination of his
employment on account of his death, disability, or for Cause, (C) without
the Executive’s prior written consent, any reduction in Base Salary or
benefits, except for a reduction in benefits that applies uniformly to all
similarly-situated executives, (D) any other material change in the
conditions of employment or (E) any purported termination of the
Executive’s employment by the Company which is not effected pursuant to a
Notice of Termination satisfying the requirements of Section 6(d) hereof;
provided that the
Executive has provided the Board with written notice identifying the act
or acts said to constitute Good Reason within 90 days of the occurrence of
such act(s) and the opportunity to cure the deficiency within 30 days
after receipt of such notice.
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(d)
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Notice of
Termination. Any termination of the Executive’s
employment by the Company or by the Executive (other than for death) shall
be communicated by written Notice of Termination to the other party
hereto. For purposes of this Agreement, a “Notice of Termination”
shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and the Date of Termination and
shall set forth in reasonable detail the facts and circumstances, if any,
claimed to provide a basis for termination of the Executive’s employment
under the provision so indicated.
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(e)
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Date of
Termination. “Date of Termination”
shall mean (i) if the Executive’s employment is terminated by his death,
the date of his death, (ii) if the Executive’s employment is terminated by
his disability pursuant to Section 6(a)(ii) hereof, the date specified in
the Notice of Termination, (iii) if the Executive’s employment is
terminated by the Company without Cause or by the Executive without Good
Reason, the date specified in the Notice of Termination, which shall be
not less than twelve months after such Notice is delivered, or (iv) if the
Executive’s employment is terminated by the Company for Cause or if the
Executive voluntarily terminates his employment with Good Reason, the date
specified in the Notice of Termination, which can be
immediate.
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(f)
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Payment in lieu of
notice. In lieu of providing Notice of Termination of
employment in accordance with Sections 6(d) and 6(e)(iii) hereof, the
Company may, at its discretion, pay to the Executive, on the first
business day of the seventh month after the Date of Termination, the sum
of his Base Salary for the notice period and an amount equal to the
average of the Annual Incentive received by the Executive for the three
fiscal years prior to the Date of Termination (the “Average Incentive
Amount”), prorated based on the number of days elapsed in the
current fiscal year as of the Date of
Termination.
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(g)
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Removal from Boards and
Positions. If the Executive’s employment is terminated
for any reason under this Agreement, he shall be deemed to resign (i) if a
member, from the Board or board of directors of any subsidiary or
affiliate of (ii) from any position with the Company or any
subsidiary or affiliate of PartnerRe Ltd., including, but not limited to,
as an officer of the Company or any of its subsidiaries or
affiliates.
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7. COMPENSATION
UPON RETIREMENT
In the event that the Executive’s
employment terminates by reason of retirement, the provisions of this Section 7
shall determine the Executive’s entitlement to compensation and benefits in
connection with and subsequent to such termination.
If the
Executive’s employment terminates as a result of his retirement on or after
attaining retirement age, as defined by the policy in place in the Executive’s
country of employment in the year of his retirement, the Company shall pay to
the Executive, within 30 days after the Date of Termination: (i) all accrued
Base Salary and benefits through the Date of Termination (the “Accrued Benefits”),
(ii) and the Average Incentive Amount, prorated based on the number of days
elapsed in the current fiscal year as of the Date of Termination, and (iii) any
other payments or benefits that may be approved by the Board in its sole
discretion; provided
that, if at the time of such termination, any payments required under
this Section 7 are determined, in whole or in part, to constitute “nonqualified
deferred compensation” within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended (“Section 409A”), and the
Executive is a
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“specified
employee” as defined in Section 409A, such payments shall be paid to the
Executive on the first business day of the seventh month after the Date of
Termination. All equity awards will be treated in accordance with the terms set
forth in the Plans and Equity Award Agreements.
8. COMPENSATION
UPON TERMINATION
In the event that the Executive’s
employment terminates for any reason other than pursuant to section 7, the
provisions of this Section 8 shall determine the Executive’s entitlement to
compensation and benefits in connection with and subsequent to such
termination.
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(a)
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If
(i) the Company terminates the employment of the Executive for Cause or
(ii) the Executive terminates his employment without Good Reason, the
Company shall pay to the Executive, within 30 days after the Date of
Termination, the Accrued Benefits through the Date of Termination, and the
Company shall have no further obligations to the Executive after the Date
of Termination.
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(b)
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If
the Executive’s employment terminates due to his death or disability, the
Company shall pay to the Executive, or his legal representative or estate,
as the case may be, within 30 days after the Date of Termination all
Accrued Benefits.
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(c)
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If
the Executive’s employment terminates for any reason other than the
reasons described in Section 7 or subsections (a) or (b) of this Section
8, the Executive shall be entitled to the following payments and benefits:
(i) the Accrued Benefits, paid within 30 days after the Date of
Termination, (ii) the Average Incentive Amount, prorated based on the
number of days elapsed in the current fiscal year as of the Date of
Termination, paid on the first business day of the seventh month after the
Date of Termination, (iii) an amount equal to 12 months’ Base Salary at
the rate in effect on the Date of Termination, paid in part as a lump sum
equal to 6 months’ Base Salary on the first business day of the seventh
month after the Date of Termination and the remainder in equal
installments in accordance with the Company’s normal payroll practices,
commencing with the first payroll after the sixth month following the Date
of Termination, (iv) an amount equal to the Average Incentive Amount,
paid in part as a lump sum equal to 6/12ths of such Average Incentive
Amount on the first business day of the seventh month after the Date of
Termination and the remainder in 6 monthly installments, commencing after
the sixth month following the Date of Termination, and (v) the Executive
and his dependents, as applicable, shall continue to be eligible to
participate in the Company’s health plans on the same basis as an active
employee of the Company for the duration of the Severance Period or, if
shorter, until the Executive becomes entitled to participate in or receive
coverage under health plans of a subsequent
employer.
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(e)
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Notwithstanding
the foregoing, if the Executive’s employment terminates for any reason
other than those reasons described in Section 7 or subsections (a) or (b)
of this Section 8 in connection with a Change in Control as defined in
Section 22 hereof, the provisions of Section 22 shall
govern.
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(f)
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In
the event of the Executive’s termination of employment other than by the
Company for Cause or due to the Executive’s death, the Executive agrees to
execute a general release in a form acceptable to the
Company. The payments and provision of benefits to the
Executive required by Section 7 or subsections (b) and (c) of this Section
8 (other than the Accrued Benefits) shall be conditioned on the
Executive’s delivery (and non-revocation prior to the expiration of the
revocation period contained in the release) of such
release.
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9.
INDEMNIFICATION
The Company shall indemnify the
Executive (and his legal representatives or other successors and heirs) to the
fullest extent permitted (including payment of expenses in advance of final
disposition of the proceeding) by the laws of Connecticut, as in effect at the time of the
subject act or omission; and the Executive shall be entitled to the protection
of any insurance policies the Company may elect to maintain generally for the
benefit of its directors and officers, against all costs, charges and expenses
whatsoever incurred or sustained by him or his legal representatives in
connection with any action, suit or proceeding to which he (or his legal
representatives or other successors and heirs) may be made a party by reason of
his being or having been a director, officer or Executive of the Company or any
of its subsidiaries. If any action, suit or proceeding is brought or threatened
against the Executive in respect of which indemnity may be sought against the
Company pursuant to the foregoing, the Executive shall notify the Company
promptly in writing of the institution of such action, suit or proceeding and
the Company shall assume the defense thereof and the employment of counsel and
payment of all fees and expenses, provided,
however, that if a conflict of interest exists between
the Company and the Executive such that it is not legally practicable for the
Company to assume the Executive’s defense, the Executive shall be entitled to
retain separate counsel reasonably acceptable to the Company at the
Company’s expense.
10. TAXES
The Company shall deduct all taxes
required by law from all amounts payable under this
Agreement.
11. CONFIDENTIALITY
Unless otherwise required by law or judicial
process, the Executive shall retain in confidence after termination of the
Executive’s employment with the Company pursuant to this Agreement all
confidential information known to the Executive concerning the Company and its
business. This clause shall remain in effect in perpetuity or until
such
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confidential information is publicly
disclosed by the Company or otherwise becomes publicly disclosed other than
through the Executive’s actions. Violation by the Executive of this Section 11
will give the Company the right to immediately terminate all future severance
payments including any post termination exercise periods.
12. COVENANTS
NOT TO COMPETE OR INTERFERE
In consideration of the benefits and
entitlements provided by this Agreement, the Executive agrees that, during his
employment hereunder and for the duration of the Severance Period he will not,
other than on behalf of the Company, directly or indirectly, as a sole
proprietor, agent, broker or intermediary, member of a partnership, or
stockholder, investor, officer or director of a corporation, or as an employee,
agent, associate or consultant of any person, firm or
corporation:
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(a)
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Solicit
or accept business (i) from any clients of the Company or its affiliates,
(ii) from any prospective clients whose business the Company or any of its
affiliates is in the process of soliciting at the time of the Executive's
termination, or (iii) from any former clients which had been doing
business with the Company or its affiliates within one year prior to the
Executive’s termination;
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(b)
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Solicit
any employee of the Company or its affiliates to terminate such employee's
employment with the Company; or
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(c)
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Nothing
contained in this Section 12 shall prohibit the Executive from making
investments in or from serving as an officer or employee of a firm or
corporation which is not directly or indirectly engaged in the same type
of business as the Company.
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The parties acknowledge and agree that
the Executive’s breach or threatened breach of any of the restrictions set forth
in Sections 11 and 12 will result in irreparable and continuing damage to the
Company for which there may be no adequate remedy at law and that the Company
shall be entitled to equitable relief, including specific performance and
injunctive relief as remedies for any breach or threatened or attempted breach.
The Executive hereby consents to the grant of an injunction (temporary or
otherwise) against the Executive or the entry of any other court order against
the Executive prohibiting and enjoining him from violating, or directing him to
comply with any provision of Sections 11 and 12. The Executive also agrees that
such remedies shall be in addition to any and all remedies, including damages,
available to the Company against him for such breaches or threatened or
attempted breaches. The Executive acknowledges that he has received good and
valuable consideration for the obligations contained in Sections 11 and 12.
Violation by the Executive of any of the restrictions contained in Sections 11
and 12 will give the Company the right to immediately terminate all future
severance payments including any post termination exercise
periods.
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13. PROPERTY.
The
Executive acknowledges that all originals and copies of materials, records and
documents generated by him or coming into his possession during the term of his
employment hereunder are the sole property of the Company (“Company Property”). During the
term of his employment, and at all times thereafter, the Executive shall not
remove, or cause to be removed, from the premises of the Company,
copies of any record, file, memorandum, document, computer related information
or equipment, or any other item relating to the business of the
Company, except in furtherance of his duties under the Agreement. When the
Executive’s employment terminates, or upon request of the Company at any time,
the Executive shall promptly deliver to the Company all copies of Company
Property in his possession or control.
14. SUCCESSORS;
BINDING AGREEMENT
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(a)
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This
Agreement is personal to the Executive and without the prior written
consent of the Company shall not be assignable by the Executive otherwise
than by will or the laws of descent and distribution. This Agreement shall
inure to the benefit of and be enforceable by the Executive’s legal
representatives or heirs.
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(b)
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This
Agreement shall inure to the benefit of and be binding upon the Company
and its successors and assigns.
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(c)
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The
Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company (a “Successor Company”) to
assume expressly and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform if no
such succession had taken place; provided, however,
that no such
succession shall relieve the Company of its obligations hereunder unless
the assumption of this Agreement by a Successor Company is approved in
writing by the Executive.
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15. NOTICE
For the purposes of this Agreement,
notices, demands and all other communications provided for in the Agreement
shall be in writing and shall be deemed to have been duly given when hand
delivered or (unless otherwise specified) when mailed by registered mail, return
receipt requested, postage prepaid, addressed as follows:
If to the Executive:
At the address maintained in the
Company’s employment records.
If to the
Company:
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Attn: Chief Executive
Officer
Wellesley House
90 Xxxxx Bay Road
Pembroke HM
08
Bermuda
or to such other address as any party
may have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon
receipt.
16. GOVERNING
LAW AND JURISDICTION
This
Agreement shall be governed by and construed and enforced in accordance with the
laws of Connecticut, without regard to the principles of conflict of
laws.
17. SURVIVORSHIP
The respective rights and
obligations of the parties
hereunder, including, without limitation, the rights and obligations set forth
in Sections 5 through 15, 16 and 18 of this Agreement, shall survive
any termination of this
Agreement to the extent necessary to the intended preservation of such rights
and obligations.
18. ARBITRATION
The
Company and the Executive agree to arbitrate any controversy or claim arising
out of this Agreement or otherwise relating to the Executive’s employment by the
Company or the termination of such employment to the extent required (including,
but not limited to, any claims of breach of contract, wrongful termination or
age, sex, race or other discrimination); provided that the Company
shall have the right to, and be permitted to, seek and obtain injunctive relief
from a court of competent jurisdiction pursuant to Section 12. Any such
arbitration shall be fully and finally resolved in binding arbitration in a
proceeding in the State of Connecticut, in accordance with the Employment Rules
and Mediation Procedures of the American Arbitration Association before a single
arbitrator. The arbitrator shall not have the authority to modify or
change any of the terms of this Agreement, except as provided in Section 12
hereof. The arbitrator’s award shall be final and binding upon the parties, and
judgment upon the award may be entered in any court of competent jurisdiction in
any state of the United States or country or application may be made to such
court for a judicial acceptance of the award and an enforcement as the law of
such jurisdiction may require or allow. Each party shall bear his or its own
costs incurred by any such arbitration. The arbitrator may require the losing
party thereto, as determined by the arbitrator, to bear the costs and fees
incurred in ay such arbitration, including legal fees and expenses. Except as
necessary in court proceedings to enforce this arbitration provision or an award
rendered hereunder, or to obtain interim relief, neither a party nor an
arbitrator may disclose the existence, content
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or results
of any arbitration hereunder without the prior written consent of the Company
and the Executive.
19. MISCELLANEOUS
The parties hereto agree that this
Agreement contains the entire understanding and agreement between them, and
supersedes all prior understandings and agreements between the parties,
including, without limitation, the Employment Agreement by and
between the Executive effective July 01, 2002, respecting the provision of services by
the Executive to the
Company other than the provisions of any Plan or Benefit Plan or award or other
instrument entered into thereunder. The parties further agree that the
provisions of this Agreement may not be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing signed by
the parties hereto. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. The form and timing of all payments under this Agreement
shall be made in a manner which complies with all applicable laws, rules and
regulations. Except as set forth
in the Plans, Equity Award Agreements or Benefit Plans, no agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement.
20. SEVERABILITY
AND JUDICIAL MODIFICATION
If any
provision of this Agreement is held by a court or arbitration panel of competent
jurisdiction to be enforceable only if modified, such holding shall not affect
the validity of the remainder of this Agreement, the balance of which shall
continue to be binding upon the parties hereto with any such modification to
become a part hereof and treated as though originally set forth in this
Agreement. The parties further agree that any such court or arbitration panel is
expressly authorized to modify any such unenforceable provision of this
Agreement in lieu of severing such unenforceable provision from this Agreement
in its entirety, whether by rewriting the offending provision, deleting any or
all of the offending provision, adding additional language to this Agreement, or
by making such other modifications as it deems warranted to carry out the intent
and agreement of the parties as embodied herein to the maximum extent permitted
by law. The parties expressly agree that this Agreement as so modified by the
court or arbitration panel shall be binding upon and enforceable against each of
them. In any event, should one or more of the provisions of this Agreement be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions hereof, and
if such provision or provisions are not modified as provided above, this
Agreement shall be construed as if such invalid, illegal or unenforceable
provisions had never been set forth herein.
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21. COUNTERPARTS
This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.
22. CHANGE OF
CONTROL
The terms
of the Change in Control Policy (the “CIC Policy”) as approved by
the Compensation Committee in November 2004, and any amendment thereto, shall
apply to the Executive. The CIC Policy shall be incorporated in this Agreement
and shall be binding on the Executive as if such CIC Policy were contained
herein verbatim.
Signature page
follows.
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IN WITNESS WHEREOF, the Company has
caused its name to be ascribed to this Agreement by its duly authorized
representative, and the Executive has executed this Agreement effective as of
the date set forth in Section 2 hereof.
/s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx
Xxxxxx
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Title: President and CEO,
PartnerRe Ltd.
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Date:
January 6, 2009
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/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X.
Xxxxx
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Title: Deputy Chairman, Partner
Reinsurance Company of the U.S.
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Date: January 6,
2009
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/s/ Xxxxxxxx X. Xxxxxx
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Name:
Xxxxxxxx X.
Xxxxxx
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Date: January 6,
2009
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Schedule
Xxx
Xxxxxx, Executive Vice President and Chief Executive Officer of PartnerRe
U.S.
1. Annual Base
Salary:
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US$525,000
(next review, April 2010)
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2. 2009 Annual
Incentive:
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Target
100% of Annual Base Salary.
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3.
Promotion Equity Award
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10,000
SSARs
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4. US Benefit
Plans:
Full
details of the PartnerRe US Benefit Plans are contained in the official
Plan documents, which are available at the office of the Plan
Administrator. PartnerRe US reserves the right to modify, discontinue or
terminate any benefit or benefit plan and to implement any changes at any
time, and for any reason, at its sole discretion
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You
will be eligible for all the US Benefit Plans as set-up and administered
for all US Company employees, as may be changed from time to
time. These currently include:
Health
Coverage – Major Medical, Dental and Hospitalization
Group
Term Life Insurance
Short
and Long Term Disability
Accidental
Death and Dismemberment
401k
Plan and Restoration and Salary Deferral Plan
Employee
Share Purchase Plan
5
weeks vacation per calendar year
Personal
Days: 3 per calendar year
Paid
Holidays: 12 per calendar year
Free
Parking
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5. Continuous
Service:
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Your
original employment start date with PartnerRe Ltd. of July 01, 2002 will
be maintained for the calculation of service related
benefits.
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