EXECUTIVE EMPLOYMENT AGREEMENT
EXHIBIT
10.1
EMPLOYMENT
AGREEMENT (this “Agreement”), dated as of
January 1, 2009 by and between PartnerRe Capital Markets Corp., a company
incorporated under the laws of Delaware (the “Company”), and Xxxxxx X.
Xxxxxxxxx (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
Executive Vice President and Chief Financial Officer of PartnerRe Ltd. (“PartnerRe”) and Chief
Executive Officer of the PartnerRe Capital Markets Group; and
WHEREAS,
the Executive is willing to serve PartnerRe and 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.
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EMPLOYMENT
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The
Company agrees to employ the Executive and the Executive agrees to serve
PartnerRe and the Company on the terms and conditions set forth
herein.
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2.
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EFFECTIVE
DATE
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This
Agreement shall be effective, and the Executive’s employment as
contemplated hereunder shall commence, as of January 1, 2009 (the “Effective
Date”).
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3.
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POSITION AND
DUTIES
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(a)
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The
Executive shall serve as Executive Vice President and Chief Financial Officer of
PartnerRe and Chief Executive Officer of the PartnerRe Capital Markets
Group and shall report directly to the Chief Executive Officer of
PartnerRe (the “CEO”).
The Executive shall perform such duties and exercise such supervision and
powers over and with regard to the business of PartnerRe and 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 PartnerRe and 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
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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 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
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4.
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PLACE OF
PERFORMANCE
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In
connection with the Executive’s employment by the Company, the Executive
shall generally perform his duties in Greenwich, Connecticut, USA, 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.
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5.
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COMPENSATION AND
RELATED MATTERS
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(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’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
semi-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 (the
“Plans”). The
Executive shall receive equity awards at the sole discretion of the
Compensation Committee and in accordance with, and subject to,
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the terms of the Plans and any agreement executed by the Executive in connection therewith (any such agreement, an “Equity Award Agreement”). | ||
(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 PartnerRe and 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, PartnerRe or the Company; provided that such
expenses are incurred and accounted for in accordance with the policies
and procedures established by PartnerRe or 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 PartnerRe
and the Company that are available to other executives of PartnerRe and
the Company, as applicable, on the same terms as such other executives
(“Benefit Plans”).
PartnerRe and 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.
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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:
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(a)
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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) |
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 negligence or willful misconduct which is
materially monetarily injurious to PartnerRe and its subsidiaries on a
consolidated basis; provided
that the Board of Directors of PartnerRe (the “Board”)
has provided the Executive with (i) written notice identifying the act or
acts said to constitute Cause (ii) the opportunity to cure the deficiency
within 30 days after receipt of such notice (iii) a reasonable opportunity
for the Executive to be heard before the Board and (iv) a Notice of
Termination stating that, in the good faith opinion of not less than a
majority of the entire membership of the Board, the Executive is guilty of
the serious negligence or willful misconduct contained in this clause (A),
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 PartnerRe and 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 PartnerRe or the Company of duties inconsistent in a material adverse
respect with the Executive’s position, authority, duties or
responsibilities with PartnerRe and 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, (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) |
Notice of Termination. Any
termination of the Executive’s employment by the Company
or by the Executive (other than for death or disability) 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 PartnerRe and (ii) from any position with PartnerRe, the
Company or any subsidiary or affiliate of PartnerRe, including, but not
limited to, as an officer of the Company or any of its subsidiaries or
affiliates.
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7.
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COMPENSATION UPON
RETIREMENT
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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.
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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
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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(a) 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 “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.
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8.
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COMPENSATION UPON
TERMINATION
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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, 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 the following: (i)
the Accrued
Benefits, paid within 30 days after the Date of Termination, (ii)
an amount equal to 6 months’ Base Salary at the rate in effect on the Date
of Termination, paid on the first business day of the seventh month after
the Date of Termination (iii) an amount equal to ½ of the Average
Incentive Amount paid on the first business day of the seventh month after
the Date of Termination (iv) an amount equal to the Average Incentive
Amount pro rated by the number of days that have elapsed in the current
calendar year as at the Date of Termination and (v) all equity awards
granted to the Executive under the Plans which remain unvested shall
immediately vest.
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(c)
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If
the Executive’s employment terminates due to his 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 the following:
(i) the Accrued Benefits, paid within 30 days after the Date of
Termination, and (ii) an amount
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equal to the Average Incentive Amount pro rated by the number of days that have elapsed in the current calendar year as at the Date of Termination and (iii) all equity awards granted to the Executive under the Plans which remain unvested shall immediately vest. | ||
(d)
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If
the Executive’s employment terminates for any reason other than the
reasons described in Section 7 or subsections (a) (b) or (c) 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 and (vi) all equity awards granted
to the Executive under the Plans which remain unvested shall immediately
vest.
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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) (b) or
(c) 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
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Executive’s delivery (and non-revocation prior to the expiration of the revocation period contained in the release) of such release. |
9.
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INDEMNIFICATION
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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 the State 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.
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10.
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TAXES
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The
Company shall deduct all taxes required by law from all amounts payable
under this Agreement.
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11.
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CONFIDENTIALITY
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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 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.
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12.
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COVENANTS NOT TO
COMPETE OR INTERFERE
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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
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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.
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PROPERTY
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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 PartnerRe and
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 PartnerRe or the Company,
copies of any record, file, memorandum, document, computer related
information or equipment, or any other item relating to the business of
PartnerRe or the Company, except in furtherance of his duties under the
Agreement. When the Executive’s
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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.
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14.
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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.
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NOTICE
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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:
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If to the Executive: | ||
At
the address maintained in the Company’s employment
records
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If to the Company: | ||
Attn:
Chief Executive Officer
Wellesley
House
90
Xxxxx Bay Road
Pembroke
HM 08
Bermuda
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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.
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16.
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GOVERNING LAW AND
JURISDICTION
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This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Connecticut, without regard to the principles of conflict of laws. |
17.
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SURVIVORSHIP
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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.
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18.
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ARBITRATION
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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 11. 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 or results of any arbitration
hereunder without the prior written consent of the Company and the
Executive.
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19.
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MISCELLANEOUS
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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 PartnerRe and the Executive effective
April 1, 2000, respecting the provision of services by the Executive to
PartnerRe and the Company other than the provisions of any
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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.
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20.
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SEVERABILITY AND
JUDICIAL MODIFICATION
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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.
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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.
|
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22.
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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
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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.
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Signature
page follows.
13
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.
PARTNERRE
CAPITAL MARKETS CORP.
/s/
Xxxxxxx Xxxxxx
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|||
Name: Xxxxxxx
Xxxxxx
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|
|||
President
and CEO, PartnerRe Ltd.
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|||
Date:
February 9, 2009
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/s/
Xxxxxx Xxxxxxxxx
|
|
|||
Name: Xxxxxx
Xxxxxxxxx
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|||
Date:
February 4, 2009
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14
Schedule
Xxxxxx
Xxxxxxxxx, Executive Vice President and Chief Financial Officer of PartnerRe
Ltd. and Chief Executive Officer of the Capital Markets Group
1.
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Annual
Base Salary:
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US$565,000
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2.
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Annual
Incentive:
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Target
100% of Annual Base Salary.
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|
3.
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Relocation
allowance:
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US$400,000
(paid in June 2008)
|
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4.
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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
|
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 – Three times annual base pay. Composed of two times
base pay (to a maximum of one million dollars) under our insured plan and
a self-insured top-up for the difference.
Short
and Long Term Disability
Accidental
Death and Dismemberment
401k
Plan and Restoration and Salary Deferral Plan. In addition, you will
receive a supplementary retirement allowance equal to $50,000 per year
delivered via payroll in semi- monthly installments of $2,083.33 This
allowance will be adjusted to reflect changes to your base pay within each
calendar year
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: | Your original employment start date with PartnerRe Ltd. of April 06, 2000 will be maintained for the calculation of service related benefits. |
15