Exhibit 10.6
EMPLOYMENT AGREEMENT
This Employment Agreement is dated as of November 8, 2002 and is
entered into between Renaissance Reinsurance Ltd., a Bermuda company (the
"Company"), and Xxxx X. Xxxxxxx, Xx. ("Employee").
WHEREAS, Renaissance Services Ltd., a Bermuda company ("Services") and
Employee are parties to an Employment Agreement, (the "Prior Agreement"), dated
as of June 1, 2000; and
WHEREAS, the Employee and Services have agreed to terminate the Prior
Agreement, subject to the Company and the Employee entering into a new
employment agreement; and
WHEREAS, the Company desires to enter into an agreement embodying the
terms of Employee's employment (this "Agreement") and the Employee desires to
enter into this Agreement and to accept such employment, subject to the terms
and provisions of this Agreement.
NOW, THEREFORE, the parties hereby agree:
ARTICLE I.
Employment, Duties and Responsibilities
1.01. Employment. During the Term (as defined below), Employee shall
serve as a key employee of the Company. Employee agrees to devote his full time
and efforts to promote the interests of the Company.
1.02. Duties and Responsibilities. Employee shall have such duties and
responsibilities as specified by the person to which the Employee directly
reports and who supervises the Employee's work on a regular basis (the "Direct
Supervisor"). These duties and responsibilities may be modified from time to
time and as are consistent with the Employee's position.
1.03. Base of Operation. Employee's principal base of operation for the
performance of his duties and responsibilities under this Agreement shall be the
offices of the Company in Bermuda; provided, however, that Employee shall
perform such duties and responsibilities outside of Bermuda as shall from time
to time be reasonably necessary to fulfill his obligations hereunder. Employee's
performance of any duties and responsibilities outside of Bermuda shall be
conducted in a manner consistent with any guidelines provided to Employee by the
Board of Directors of the Company (the "Company's Board").
ARTICLE II.
Term
2.01. Term. Subject to Article V, the employment of the Employee under
this Agreement shall be for a term (the "Term") Which shall have deemed to have
commenced June
1, 2000 and shall continue until the first anniversary of the commencement of
employment; provided, however, that the Term shall be extended for successive
one-year periods as of each anniversary date of the commencement of employment
(each, a "Renewal Date") unless, with respect to any such Renewal Date, either
party hereto gives the other party at least 30 days prior written notice of its
election not to so extend the Term.
ARTICLE III.
Compensation and Expenses
3.01. Salary, Incentive Awards and Benefits. As compensation and
consideration for the performance by Employee of his obligations under this
Agreement, Employee shall be entitled, during the Term, to the following
(subject, in each case, to the provisions of Article V hereof):
(a) Salary; Bonus. The Company shall pay Employee a base salary at
a rate to be determined by the Company's Board, upon recommendation of the
Direct Supervisor, or if such Direct Supervisor is not an officer of the
Company, an officer of the Company. Bonuses shall be payable at the discretion
of the Company. Salary and bonuses shall be payable in accordance with the
normal payment procedures of the Company and subject to such withholding and
other normal employee deductions as may be required by law.
(b) Awards. Employee may participate in the Stock Incentive Plans
adopted from time to time by RenaissanceRe Holdings Ltd. ("Holdings"), the
Company's ultimate parent company. Employee may receive grants from time to time
as determined by the Compensation Committee of the Holdings Board of Directors.
Employee shall enter into separate award agreements with respect to such awards
granted to him ("Awards") under the Plan, and his rights with respect to such
Awards shall be governed by the Plan and such award agreements.
(c) Benefits. Employee shall be eligible to participate in such
life insurance, health, disability and major medical insurance benefits, and in
such other employee benefit plans and programs for the benefit of the employees
and officers of the Company, as may be maintained from time to time during the
Term, in each case to the extent and in the manner available to other employees
of the Company, subject to the terms and provisions of such plan or program.
(d) Vacation. Employee shall be entitled to reasonable paid
vacation periods, in accordance with Company policy, to be taken at his
discretion, in a manner consistent with his obligations to the Company under
this Agreement, and subject, with respect to timing, to the reasonable approval
of the Employee's supervisor at the Company.
3.02. Expenses; Perquisites. During the Term, the Company shall provide
Employee with the following expense reimbursements and perquisites:
(a) Business Expenses. The Company will reimburse Employee for
reasonable business-related expenses incurred by him in connection with the
performance of his duties hereunder, subject, however, to the Company's policies
relating to business-related expenses as in effect from time to time.
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(b) Other Benefits. The Company may also provide for other
benefits for Employee as it determines from time to time.
ARTICLE IV.
Exclusivity, Etc.
4.01. Exclusivity. Employee agrees to perform his duties,
responsibilities and obligations hereunder efficiently and to the best of his
ability. Employee agrees that he will devote his entire working time, care and
attention and best efforts to such duties, responsibilities and obligations
throughout the Term.
4.02. Other Business Ventures. Employee agrees that during the Term he
will not own, directly or indirectly, any controlling or substantial stock or
other beneficial interest in any business enterprise which is engaged in
business activities that are competitive with the business activities of the
Company or any of its divisions, subsidiaries or affiliates. The preceding
sentence notwithstanding, Employee may own, directly or indirectly, up to 1% of
the outstanding capital stock of any business having a class of capital stock
which is traded on any major stock exchange or in a national over-the-counter
market.
4.03. Confidential Information. Employee agrees that he will not, at
any time during or after the Term, make use of or divulge to any other person,
firm or corporation any trade or business secret, process, method or means, or
any other confidential information concerning the business or policies of the
Company or any of its divisions, subsidiaries or affiliates, which he may have
learned in connection with his employment hereunder. For purposes of this
Agreement, a "trade or business secret, process, method or means, or any other
confidential information" shall include any information designated as
confidential by the Company's Board and as to which Employee receives notice,
provided that Employee shall be obligated to confer periodically with and assist
the Company's Board in determining which information should, in the best
interests of the Company, be so designated. Employee's obligation under this
Section 4.03 shall not apply to any information which (i) is known publicly;
(ii) is in the public domain or hereafter enters the public domain without the
fault of Employee; (iii) is known to Employee prior to his receipt of such
information from the Company, as evidenced by written records of Employee; or
(iv) is hereafter disclosed to Employee by a third party not under an obligation
of confidence to the Company. Employee agrees not to remove from the premises of
the Company, except as an employee of the Company in pursuit of the business of
the Company or except as specifically permitted in writing by the Company's
Board, any document or other object containing or reflecting any such
confidential information. Employee recognizes that all such documents and
objects, whether developed by him or by someone else, will be the sole exclusive
property of the Company. Upon termination of his employment hereunder, Employee
shall forthwith deliver to the Company all such confidential information,
including without limitation all lists of customers, correspondence, accounts,
records and any other documents or property made or held by him or under his
control in relation to the business or affairs of the Company or its
subsidiaries or affiliates, and no copy of any such confidential information
shall be retained by him.
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4.04. Non-Competition Obligations. During the Term and, other than in
the case of the death or disability of the Employee, upon any termination of the
employment of the Employee (including a termination by reason of either party's
election not to extend the Term as provided in Section 2.01), the Employee shall
not, during the Non-Competition Period (as defined below), directly or
indirectly, whether as an employee consultant, independent contractor, partner,
joint venturer or otherwise, (A) engage in any business activities relating to
catastrophe modeling, or underwriting catastrophe risks, on behalf of any person
that competes, to a material extent, with the Company or its affiliates, or
engage in other business activities reasonably determined by the Company's board
to be competitive, to a material extent, with any substantial type of kind of
business activities conducted by the Company or any of its affiliates at the
time of termination; (B) on behalf of any person or entity engaged in business
activities competitive with the business activities of the Company or any of its
divisions, subsidiaries or affiliates, solicit or induce, or in any manner
attempt to solicit or induce, any person employed by, or as agent of, the
Company or any of its divisions, subsidiaries or affiliates to terminate such
person's contract of employment or agency, as the case may be, with the Company
or with any such division, subsidiary or affiliate or (C) divert, or attempt to
divert, any person, concern, or entity from doing business with the Company or
any of its divisions, subsidiaries or affiliates, nor will he attempt to induce
any such person, concern or entity to cease being a customer or supplier of the
Company or any of its divisions, subsidiaries or affiliates. The preceding
sentence notwithstanding, in the case of (i) any termination of employment by
the Company for any reason other than a Termination without Cause or the
Employee, and (ii) an election by the Company or the Employee not to extend the
term as provided in Section 2.01, the Company may elect within 30 days after
such termination, to waive the Employee's non-competition obligations in which
case it shall not be required to make payments to the Employee during the
Non-Compensation Period, as provided in Section 5.05(a). Non-Competition Period
means the period of one year following the date of termination of employment, or
such shorter period as the Company may elect within 30 days after such
termination; provided, however, in the case of a termination of employment by
the Company without Cause, the Non-Competition Period shall in no event be less
than one year multiplied by a fraction, the numerator of which equals the
Required Amount (as defined in Section 5.05(a)(ii) below), and the denominator
of which is the full amount that would otherwise be due pursuant to Section
5.05(a)(i) hereof had the Company elected to have a Non-Competition Period of
one year (the "Minimum Non-Competition Period").
4.05. Remedies. Employee acknowledges that the Company's remedy at law
for a breach by him of the provisions of this Article IV will be inadequate.
Accordingly, in the event of a breach or threatened breach by Employee of any
provision of this Article IV, the Company shall be entitled to injunctive relief
in addition to any other remedy it may have. If any of the provisions of, or
covenants contained in, this Article IV are hereafter construed to be invalid or
unenforceable in any jurisdiction, the same shall not affect the remainder of
the provisions or the enforceability thereof in any other jurisdiction, which
shall be given full effect, without regard to the invalidity or unenforceability
in such other jurisdiction. If any of the provisions of, or covenants contained
in, this Article IV are held to be unenforceable in any jurisdiction because of
the duration or geographical scope thereof, the parties agree that the court
making such determination shall have the power to reduce the duration or
geographical scope of such provision or covenant and, in its reduced form, such
provision or covenant shall be enforceable; provided, however, that the
determination of such court shall not affect the enforceability of this Article
IV in any other jurisdiction.
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ARTICLE V.
Termination
5.01. Termination for Cause. The Company shall have the right to
terminate Employee's employment at any time for "Cause". For purposes of this
Agreement, "Cause" shall mean (a) Employee's failure to perform his duties under
this Agreement, (b) the engaging by Employee in misconduct which is injurious to
the Company or any of its divisions, subsidiaries or affiliates, monetarily or
otherwise, (c) the commission by Employee of any act of fraud or embezzlement,
(d) the conviction of Employee of a felony, or (e) Employee's material breach of
the provisions of any of Sections 4.01, 4.02, 4.03, or 4.04 of this Agreement,
provided Employee has received prior written notice of such breach.
5.02. Death. In the event Employee dies during the Term, the Employee's
employment shall automatically terminate, such termination to be effective on
the date of Employee's death.
5.03. Disability. In the event that Employee suffers a disability which
prevents him from substantially performing his duties under this Agreement for a
period of at least 90 consecutive days, or 180 non-consecutive days within any
365-day period, and Employee becomes eligible for the Company's long-term
disability plan, the Company shall have the right to terminate the Employee's
employment, such termination to be effective upon the giving of notice to
Employee in accordance with Section 6.03 of this agreement.
5.04. Termination Without Cause. The Company may at any time terminate
Employee's employment for reasons other than Cause.
5.05. Effect of Termination.
(a) Obligations of Company. (i) In the event of any termination of
the Employee's employment hereunder, the Company shall pay Employee any earned
but unpaid base salary up to the date of termination. In addition, upon a
termination of Employee's employment for any reason other than the Employee's
death or disability (including a termination by reason of either party's
election not to extend the Term as provided in Section 2.01), the Company shall
continue to pay Employee during the Non-Competition Period his then current base
salary (except that, in the event of a Termination without Cause, or in the
event that the Company elects not to extend the Term as provided in Section
2.01, the continued monthly payments shall be based on base salary plus a pro
rata amount (proportionate to the duration of the Non-Competition Period) of the
highest regular bonus during the prior 3 years). Such amounts shall be payable
in equal monthly installments commencing on the date which is one month after
the date of such termination and continuing for the term of the Non-Competition
Period. The preceding sentence notwithstanding, in the event of a termination of
employment described in the penultimate sentence of Section 4.04 of this
Agreement, if the Company elects to waive the Employee's non-competition
obligation within 30 days after the date of such termination, the Company shall
not be required to make the payments described in the preceding sentence.
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(ii) Notwithstanding anything in subsection (a)(i) of this Section
5.05, in the event of a Termination Without Cause pursuant to which the
Company elects A Non-Competition Period equal to the Minimum
Non-Competition Period, in lieu of continuation of salary and pro-rata
bonus as provided under subsection (a)(i) above, the Company shall make
monthly payments to the Employee in an aggregate amount equal to
$395,000 (the "Required Amount").
(b) Awards. Employee's rights with respect to Awards, upon any
termination of his employment with the Company, shall be governed exclusively by
the terms and conditions of the Plan and any award agreements executed by
Employee in connection with the Plan.
(c) Obligations of Employee. Employee may terminate his employment
at any time by 10 days' written notice to the Company. Employee shall have no
obligations to the Company under this agreement after the termination of his
employment, except and to the extent Sections 4.03, 4.04 or 4.05 shall apply.
5.06. Termination Following a Change in Control. In the event that a
Change in Control occurs (as hereinafter defined) and, on or within one year
following the date of such Change in Control, the Executive's employment is
terminated by the Company without Cause, or the Company elects not to extend the
Term as provided in Section 2.01, or the Executive terminates his employment
voluntarily for "Good Reason" (as hereinafter defined), then in lieu of the
payments described in the second sentence of Section 5.05(a), the Company shall
pay the Executive, within fifteen days following the date of such termination, a
lump sum cash amount equal to two times the sum of:
(i) Executive's annual base salary at the highest rate in effect
during the Term; and
(ii) the highest regular annual bonus paid or payable to the
Executive over the preceding three fiscal years (excluding any
extraordinary or non-recurring bonus).
For purposes of this Agreement, "Good Reason" means
(i) any action taken or failed to be taken by the Company
or any of its officers which, without Executive's prior written
consent, changes Executive's position (including titles), authority,
duties or responsibilities from those in effect prior to the Change in
Control, or reduces Executive's ability to carry out such duties and
responsibilities;
(ii) any failure by the Company to comply with any of the
provisions of Section 3 of this Agreement, other than an insubstantial
or inadvertent failure which is remedied by the Company promptly after
receipt of notice thereof from Executive;
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(iii) the Company's requiring Executive to be employed at
any location more than 35 miles further from his current principal
residence than the location at which Executive was employed immediately
preceding the Change in Control; or
(iv) any failure by the Company to obtain the assumption of
and agreement to perform this Agreement by a successor as contemplated
by Section 6.02(b) of this Agreement.
For purposes of this Agreement, "Change of Control" shall have the
meaning ascribed thereto in the RenaissanceRe Holdings Ltd. 2001 Stock Incentive
Plan.
Except as specifically provided in this Section 5.06, the effect of a
termination of Executive's employment following a Change in Control shall be
governed by the provisions of Section 5.05.
ARTICLE VI.
Miscellaneous
6.01. Life Insurance. Employee agrees that the Company or any of its
divisions, subsidiaries or affiliates may apply for and secure and own insurance
on Employee's life (in amounts determined by the Company). Employee agrees to
cooperate fully in the application for and securing of such insurance, including
the submission by Employee to such physical and other examinations, and the
answering of such questions and furnishing of such information by Employee, as
may be required by the carrier(s) of such insurance. Notwithstanding anything to
the contrary contained herein, neither the Company nor any of its divisions,
subsidiaries or affiliates shall be required to obtain any insurance for or on
behalf of Employee.
6.02. Benefit of Agreement; Assignment; Beneficiary. (a) This Agreement
shall inure to the benefit of and be binding upon the Company and its successors
and assigns, including, without limitation, any corporation or person which may
acquire all or substantially all of the Company's assets or business, or with or
into which the Company may be consolidated or merged. This Agreement shall also
inure to the benefit of, and be enforceable by, Employee and his personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.
(b) The Company shall require any successor (whether direct or
indirect, by operation of law, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.
6.03. Notices. Any notice required or permitted hereunder shall be in
writing and shall be sufficiently given if personally delivered or if sent by
telegram or telex or by registered or certified mail, postage prepaid, with
return receipt requested, addressed: (a) in the case of the Company at
Xxxxxxxxxxx Xxxxx, Xxxx Xxxxxxxx, Xxxxxxxx, Xxxxxxx, Xxxxxxxxx: Secretary, or to
such other address and/or to the attention of such other person as the Company
shall designate by written notice to Employee; and (b) in the case of Employee,
to Employee at his then current
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home address as shown on the Company's books, or to such other address as
Employee shall designate by written notice to the Company. Any notice given
hereunder shall be deemed to have been given at the time of receipt thereof by
the person to whom such notice is given.
6.04. Entire Agreement; Amendment. This Agreement contains the entire
agreement of the parties hereto with respect to the terms and conditions of
Employee's employment and supersedes any and all prior agreements and
understandings, whether written or oral, between the parties hereto with respect
to compensation due for services rendered hereunder, including, without
limitation, the Prior Agreement. This Agreement may not be changed or modified
except by an instrument in writing signed by both of the parties hereto.
6.05. Waiver. The waiver by either party of a breach of any provision
of this Agreement shall not operate or be construed as a continuing waiver or as
a consent to or waiver of any subsequent breach hereof.
6.06. Headings. The Article and Section headings herein are for
convenience of reference only, do not constitute a part of this Agreement and
shall not be deemed to limit or affect any of the provisions hereof.
6.07. Enforcement. If any action at law or in equity is brought by
either party hereto to enforce or interpret any of the terms of this Agreement,
the prevailing party shall be entitled to reimbursement by the other party of
the reasonable costs and expenses incurred in connection with such action
(including reasonable attorneys' fees), in addition to any other relief to which
such party may be entitled. Employee shall have no right to enforce any of his
rights hereunder by seeking or obtaining injunctive or other equitable relief
and acknowledges that damages are an adequate remedy for any breach by the
Company of this Agreement.
6.08. Governing Law. This Agreement shall be governed by, and construed
and interpreted in accordance with, the internal laws of Bermuda without
reference to the principles of conflict of laws. The parties submit to the
non-exclusive jurisdiction of the courts of Bermuda.
6.09. Agreement to Take Actions. Each party to this Agreement shall
execute and deliver such documents, certificates, agreements and other
instruments, and shall take such other actions, as may be reasonably necessary
or desirable in order to perform his or its obligations under this Agreement or
to effectuate the purposes hereof.
6.10. No Mitigation; No Offset. Employee shall not be required to
mitigate damages or the amount of any payment provided for under this Agreement
by seeking (and, without limiting the generality of this sentence, no payment
otherwise required under this Agreement shall be reduced on account of) other
employment or otherwise, and payments under this Agreement shall not be subject
to offset in respect of any claims which the Company may have against Employee.
6.11. Attorneys' Fees. Each party to this Agreement will bear its own
expenses in connection with any dispute or legal proceeding between the parties
arising out of the subject matter of this Agreement, including any proceeding to
enforce any right or provision under this Agreement.
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6.12. Termination; Survivorship. This Agreement shall terminate upon
termination of the Employee's employment, except that the respective rights and
obligations of the parties under this Agreement as set forth herein shall
survive any termination of this Agreement to the extent necessary to the
intended preservation of such rights and obligations.
6.13. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision or provisions of this Agreement, which shall remain in full
force and effect.
6.14. Other Agreements. Employee represents and warrants to the Company
that to the best of his knowledge, neither the execution and delivery of this
Agreement nor the performance of his duties hereunder violates or will violate
the provisions of any other agreement to which he is a party or by which he is
bound.
6.15. Subsidiaries, etc. (a) The obligations of the Company under this
Agreement may be satisfied by any subsidiary or affiliate of the Company for
which Employee serves as an employee under this Agreement, to the extent such
obligations relate to Employee's employment by such subsidiary or affiliate.
(b) The rights of the Company under this Agreement may be enforced
by any Subsidiary or affiliate of the Company for which Employee serves as an
employee under this Agreement, to the extent such rights relate to Employee's
employment by such subsidiary or affiliate.
6.16. 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.
ARTICLE VII.
Indemnification of Employee
7.01. Indemnification. The Company shall defend, hold harmless and
indemnify Employee to the fullest extent permitted by Bermuda law, as currently
in effect or as it may hereafter be amended, from and against any and all
damages, losses, liabilities, obligations, claims of any kind, costs, interest
or expense (including, without limitation, reasonable attorneys' fees and
expenses) (collectively, "Losses") that may be incurred or suffered by Employee
in connection with or arising out of his service with the Company (whether prior
to or following the date hereof), subject only to the provisions of Section 7.02
below.
7.02. Exceptions to Right of Indemnification. No indemnification shall
be made under this Article VII in respect of the following:
(a) Losses relating to the disgorgement remedy contemplated by
Section 16 of the US Securities Exchange Act of 1934;
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(b) Losses arising out of a knowing violation by Employee of a
material provision of this Article VII or any other agreement to which Employee
is a party with the Company; and
(c) Losses arising out of a final, nonappealable conviction of
Employee by a court of competent jurisdiction for a knowing violation of
criminal law.
Moreover, the Company shall not effect any advances, or advance any costs,
relating to any proceeding (or part thereof) initiated by Employee unless the
initiation thereof was approved by the Board of Directors of the Company, or as
may be approved or ordered by a competent tribunal.
7.03. Prepayment of Expenses. Unless Employee otherwise elects via
written notice to the Company, expenses incurred in defending any civil or
criminal action, suit or proceeding shall be paid by the Company in advance of
the final disposition of such action, suit or proceeding upon receipt by the
Company of a written affirmation of Employee's good faith belief that his
conduct does not constitute the sort of behavior that would preclude his
indemnification under this Article VII and Employee furnishes the Company a
written undertaking, executed personally or on his behalf, to repay any advances
if it is ultimately determined that he is not entitled to be indemnified by the
Company under this Article VII.
7.04. Continuation of Indemnity. All agreements and obligations of the
Company contained in this Article VII shall continue during the period in which
Employee is employed the Company and shall continue thereafter so long as
Employee shall be subject to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, and
whether formal or informal, by reason of the fact that Employee was a employed
by the Company.
7.05. Indemnification Hereunder Not Exclusive. The indemnification and
prepayment of expenses provided by this Article VII is in addition to and shall
not be deemed exclusive of any other right to which Employee may be entitled
under the Company's Memorandum of Association, the Company's Bye-Laws, any
agreement, any vote of shareholders or disinterested directors, Bermuda law, any
other law (common or statutory) or otherwise. Nothing contained in this Article
VII shall be deemed to prohibit the Company from purchasing and maintaining
insurance, at its expense, to protect itself or Employee against any expense,
liability or loss incurred by it or him, whether or not Employee would be
indemnified against such expense, liability or loss under this Article VII;
provided that the Company shall not be liable under this Article VII to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent that
Employee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise. In the event the Company makes any
indemnification payments to Employee and Employee is subsequently reimbursed
from the proceeds of insurance, Employee shall promptly refund such
indemnification payments to the Company to the extent of such insurance
reimbursement.
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IN WITNESS WHEREOF, the Company and Employee have duly executed this
Agreement as of the date first above written.
RENAISSANCE REINSURANCE LTD.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Executive Vice President
EMPLOYEE
By: /s/ Xxxx X. Xxxxxxx, Xx.
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Name: Xxxx X. Xxxxxxx, Xx.
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