EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit
10.1
EMPLOYMENT
AGREEMENT (this “Agreement”), dated as of September 1st 2007 by
and between
Partner Reinsurance Company Ltd., a company incorporated under the laws of
Bermuda (the "Company"), and Xxxxxx 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
Deputy CEO PartnerRe Global; 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 (subject to any immigration considerations), as of
September 1, 2007 (the “Effective Date”).
3. POSITION
AND DUTIES
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(a)
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The
Executive shall serve as Deputy CEO of PartnerRe Global and shall
report
directly to the Chief Executive Officer of the PartnerRe Global (“CEO
PartnerRe Global”). 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 position, as well as such
other
reasonable duties and services consistent with such position with
a
multi-national reinsurance company as may be prescribed from time
to time
by the CEO PartnerRe Global of the Company. 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 PartnerRe
Global.
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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.
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4. PLACE
OF PERFORMANCE
In
connection with the Executive's employment by the Company, the Executive shall
generally perform his duties in Ireland except for reasonably necessary travel
on the Company's 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 PartnerRe Global.
5. 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
the
Board (the "Compensation Committee") (which salary, as adjusted from
time
to time, is referred to herein as "Base Salary"). Base Salary
shall be paid in equal installments in accordance with normal payroll
practices of the Company but not less frequently than
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 entitled to receive annual incentive compensation
in
an amount for the Company’s fiscal year determined in the sole discretion
of the Compensation Committee in accordance with the Company’s Annual
Incentive Guidelines.
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(c)
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Equity.
The Executive will be eligible to participate in the equity
plans of
the Company (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.
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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 from time to
time.
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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:
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(a) Death,
Disability or Retirement.
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(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 and the Executive qualifies for the Company’s long-term
disability benefit, 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) of the Executive's employment hereunder
and the Executive's employment hereunder shall terminate on the date
provided 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.
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(b)
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Termination
by the Company. The Company may terminate the Executive's
employment hereunder i) with Cause at any time or ii) without cause
by
providing six months written notice to the
Executive. For 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 demonstrably injurious to the Company and its subsidiaries
on a
consolidated basis, or (B) the conviction of the Executive of 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 six months written notice to the Company. Non-renewal
of this contract by the Executive shall be considered to be termination
without Good Reason except where the Executive becomes eligible for
retirement as defined in Section 6(a)(ii) during the Extension Period.
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
with the
Executive's position, authority, duties, responsibilities or status
with
the Company 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) any reduction in Base Salary or benefits without the
Executive's prior written consent, (D) any other material change
in the
conditions of employment or (E)
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any
purported termination of the Executive's employment which is not
effected
pursuant to a Notice of Termination satisfying the requirements
of
subsection 6(d) hereof
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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 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 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
six
months after such Notice is delivered, (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 section 6d and 6e of
this
Agreement, the Company may, at its discretion pay the Executive a
sum
equal to the wages and remuneration and confer on him all other benefits
that would have been due up to the expiry of the Date of
Termination.
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7. COMPENSATION
UPON TERMINATION
In
the
event that the Executive’s employment is terminated, 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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(a)
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Upon
retirement the Company shall pay the Executive (i) all accrued salary
and
benefits through the Date of Termination (ii) a pro rata annual incentive
for the fiscal year in which the Date of Termination occurs, based
on the
average annual incentive received by the Executive for the
three calendar years prior to the Date of Termination under Section
5(b),
and the number of days elapsed in the current fiscal year as of the
Date
of Termination and (iii) any other benefits that may be approved
by the
Board. All equity awards will be treated in accordance with the terms
laid
down in the Equity Award
Agreements.
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(b)
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If
(i) the Company terminates the employment of the Executive under
Section 6
(b) for Cause, or (ii) the Executive terminates employment without
Good
Reason, the Executive shall be paid all accrued salary and 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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(c)
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If
the Executive’s employment terminates for any reason other than those
reasons described in subsection (a) or (b) of this Section
7: (i) the Executive shall continue to receive his Base
Salary from the Company at the rate in effect hereunder on the Date
of
Termination periodically, in accordance with the Company's prevailing
payroll practices, for 6 months (the “Severance Period”) (ii) 1/12th
of the average annual incentive received by the Executive for
the three calendar years prior to the Date of Termination under Section
5(b) or such lesser number of years immediately preceding the Date
of
Termination for which the Executive shall have received an annual
incentive from the Company, or if there are no such years, the
annualized target incentive of the year in which the Date of
Termination occurs shall be paid to the Executive by the Company
for each
full calendar month for the duration of the Severance Period (iii)
all
vested options granted to the Executive under the Plans will remain
exercisable for the duration of the Severance Period or until expiration
whichever is sooner (iv) all deliver restrictions on vested equity
awards
granted to the Executive under the Plans will be lifted (v) and any
portion of an equity award granted to the Executive that would
either vest or become exercisable in accordance with its terms during
the
Severance Period shall so vest or become so exercisable and
notwithstanding any provisions of the Plans or the Equity Award Agreement
to the contrary shall remain exercisable for the duration of the
Severance
Period or until expiration whichever is sooner (vi) the Housing
Allowance shall be paid to the Executive for the period ending on
the
earlier of the date the Executive leaves Zurich or 3 months after the
date of Termination and (vii) the Executive and his beneficiaries,
as
applicable, shall continue to be eligible to participate in the Company’s
health and welfare 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 and welfare plans of a subsequent employer. In addition,
the Executive shall be paid (i) all accrued salary and benefits through
the Date of Termination and (ii) a pro rata annual incentive for
the
fiscal year in which the Date of Termination occurs, based on the
average
annual incentive received by the Executive for the three
calendar years prior to the Date of Termination under Section 5(b)
or such
lesser number of years immediately preceding the Date of Termination
for
which the Executive shall have received an annual incentive from
the
Company, or if there are no such years, the annualized target incentive
of
the year in which the Date of Termination occurs, and the number
of days
elapsed in the current fiscal year as of the Date of
Termination. Except as provided in this Section 7(c) and in
Sections 7 (d) and (e) hereof, the Company shall have no further
obligations to the Executive after the Date of
Termination.
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(d)
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Notwithstanding
the foregoing, if the Executive’s employment terminates for any reason
other than those reasons described in sub section (a) or (b), of
this
Section 7 in connection with a Change of Control as defined in Section
20,
the provisions of Section 20 shall
govern.
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(e)
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Upon
any termination of the Executive's employment hereunder, the Company
will
allow the Executive to receive all accrued benefits to which the
Executive
was entitled under the provisions of the Benefit Plans, and the Company
shall have no further obligations to the Executive, except as may
be
provided under the express terms of this Agreement or of any such
Benefit
Plans or under the express terms of any option agreements entered
into
during the term of this Agreement, or in accordance with the survivorship
provisions of Section 14 of this
Agreement.
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8. 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
Bermuda, 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.
9. TAXES
The
Company shall deduct all taxes required by law in the place of employment from
all amounts payable under this Agreement.
10. 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
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Company
and its business for the shorter of (i) one year following such termination
or
(ii) until such 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 clause will give the Company the right to immediately
terminate all future severance payments including any post termination exercise
periods.
11. 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 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 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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It
is the
desire and intent of the parties that the provisions of this Section 11 shall
be
enforced to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is
sought. Accordingly, if any particular portion of this Section 11
shall be adjudicated to be invalid or unenforceable, this Section 11 shall
be
deemed amended to delete therefrom the portion thus adjudicated to be invalid
or
unenforceable, such deletion to apply only with respect to the operation of
this
Section 11 in the particular jurisdiction in which such adjudication is
made. The Executive acknowledges that he has received good and
valuable consideration for the non-competition obligation contained in this
Section 11. Violation by the Executive of any of the Covenants will give the
Company the right to immediately terminate all future severance payments
including any post termination exercise periods.
12. 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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13. 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:
Partner
Reinsurance Company Ltd.
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.
14. GOVERNING
LAW AND JURISDICTION
This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of Bermuda, without regard to the principles of conflict of
laws. The Executive submits to the non-exclusive jurisdiction of
Bermuda in respect of matters arising hereunder.
15. SURVIVORSHIP
The
respective rights and obligations of the parties hereunder, including, without
limitation, the rights and obligations set forth in Sections 5 through 8 and
10
through 12
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of
this
Agreement, shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and
obligations.
16. ARBITRATION
Should
any
dispute arise in connection with this agreement the aggrieved party may submit
a
notice of arbitration to the other party in accordance with the Bermuda
Conciliation and Arbitration Xxx 0000. Procedures shall be governed by the
UNCITRAL arbitration rules. The number of arbitrators shall be
one. If the parties cannot agree on the identity of the sole
arbitrator within 7 days of the delivery of the notice of arbitration then
the
appointing authority shall be the nominating committee of the Chartered
Institute of Arbitrators, Bermuda Branch. The place of arbitration shall be
Bermuda and the language of the arbitration shall be English. Judgment on the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The costs of the arbitrator shall be borne by the Company
and each party shall bear its own legal fees and expenses. The
arbitral award shall be in writing, shall state reasons for the award, and
shall
be final and binding on the parties. The arbitrator shall have the
authority to award any remedy or relief that a court of competent jurisdiction
could order or grant, including, without limitation the issuance of an
injunction. However, either party may, without inconsistency with the
arbitration provision, apply to any court having jurisdiction over such dispute
or controversy and seek interim provisional, injunctive or other equitable
relief until the arbitration award is rendered or the controversy is otherwise
resolved. 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.
17. 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 respecting the employment by the Company of the Executive
or
respecting the employment by the Company of the Executive 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. The
validity, interpretation,
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construction
and performance of this Agreement shall be governed by the laws of Bermuda
without giving effect to the conflict of laws principles thereof.
18. 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.
19. 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.
20. CHANGE
OF CONTROL
The
terms
of the Change in Control Policy (the “CIC Policy”) as approved by the
Compensation Committee in November 2004, or such amendment thereto, shall apply
to the Executive. The CIC Policy shall be incorporated in this
contract and shall be binding on the Executive as if such CIC Policy were
contained herein verbatim.
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.
PARTNER
REINSURANCE COMPANY LTD.
| Date: September 26, 2007 | ||||
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Name:
Xxxxxx Xxxxxxxxx
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Signature:
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/s/ Xxxxxx Xxxxxxxxx | ||
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Title: Deputy
CEO, Global
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| Date: September 26, 2007 | ||||
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Name:
Xxxxxxx Xxxxxx
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Signature:
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/s/ Xxxxxxx Xxxxxx | ||
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Title: President
and CEO
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Schedule
Xxxxxx
Xxxxxxxxx
Deputy
CEO, Global
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Annual
Salary:
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US$515,000,
delivered in Swiss Francs at the agreed exchange rate.
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Annual
Incentive:
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Target
100%.
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School
Fees:
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100%
of actual school fees incurred in Switzerland for first 3 academic
years
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Housing
Allowance:
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Swiss
Franc equivalent of US$140,000 per year for 3 years commencing
on 1 July 2007. Executive retains any underspend if actual housing
costs
fall below US$140,000.
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Relocation
allowance:
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US$20,000,
net of applicable taxes
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Annual
tax filing assistance:
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Actual
costs incurred in filing tax returns in Switzerland and
Ireland
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Tax
planning advice:
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Actual
one off costs incurred for personal financial planning capped at
US$6,000.
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Contribution
to Retirement Plan:
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Employer
contribution equal to 15% of annual salary, inclusive of contributions
into the Swiss Pension Plan. The excess contribution over and
above the Swiss Pension Plan contributions’ will be paid into the Bermuda
Pension Plan.
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Tax:
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Company
pays all Irish income tax, Irish social security and Swiss Social
Security
contributions payable as a consequence of employment in
Ireland
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Life
insurance:
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3
times annual salary.
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Health
Care Benefits
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Executive
and Family Members
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