Exhibit 10.1
April 24, 2003
Xx. Xxxxx X. Xxxxxxx
c/o Everest Reinsurance (Bermuda) Ltd.
Wessex Xxxxx 00 Xxxx Xxxxxx
PO Box HM845
Xxxxxxxx, XX DX Bermuda
Dear Xx. Xxxxxxx:
This letter is to confirm that Everest Reinsurance (Bermuda) Ltd. ("Company")
wishes to renew your employment subject to the following terms and conditions.
The term "Group" as used in this letter shall refer to Everest Re Group, Ltd.
and all its subsidiaries and affiliates as now or hereafter constituted.
1. (a) This Employment Agreement will commence on May 1, 2003 and unless
sooner terminated according to its terms or extended in writing,
shall terminate on May 1, 2004. You will be employed as the
Managing Director and Chief Executive Officer, Everest
Reinsurance (Bermuda) Ltd. This offer is conditional upon your
maintaining an appropriate, valid work permit issued by the
Bermuda immigration authorities.
(b) You will be entitled to receive 25 days of annual vacation with
pay, which may be taken in the calendar year for which it is
earned. This annual vacation entitlement is in addition to those
public holidays mandated by Bermuda law.
(c) During the term of your employment, you shall not engage in any
activities competitive with the business of the Group or
detrimental to the best interests of the Group or the business of
the Group.
(d) Your responsibilities as Managing Director and Chief Executive
Officer of the Company will consist of those duties customarily
associated with that position and any duties that the Company
(acting through the Board, the Chairman or the Deputy Chairman of
the Company) may from time to time direct you to undertake and to
perform, that are consistent with and appropriate to the
position. As Managing Director and Chief Executive Officer, you
will be responsible for the day-to-day management and operations
of the Company and its subsidiaries and any affiliates as may be
directed by the Company. You will not have authority to act on
behalf of any U.S. operation except with a specific delegation of
authority from the Board of such U.S. operation.
2. As compensation for your services to the Company during the term
of your employment, the Company shall pay you a salary at the
rate of U.S. $278,600 per annum. The Company has secured an
appropriate Work Permit for you in connection with this
Agreement. This Work Permit is valid beyond May 1, 2004 but has
no bearing on the termination date of this agreement and cannot
be construed as the Company extending the terms of this
Agreement. Medical Insurance, dental insurance, group life
insurance and a pension scheme will be available to you.
3. In addition to your salary, you will be eligible to participate
in Everest Re Group, Ltd.'s Annual Incentive Plan as implemented
by the Company. It is understood that this bonus plan is entirely
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discretionary in nature and may be amended or terminated by that
company at any time with or without prior notice to you.
4. You will receive a housing allowance of U.S. $8,000 per month.
5. (a) If the Company terminates your employment prior to the terminated
date of this Agreement for reasons other than misconduct or a
breach of Company policies, a separation payment equivalent to
six (6) month's salary will be made to you and a reasonable
allowance will be provided to move your personal possessions from
Bermuda to the UK. "Misconduct" shall be defined as any activity
as set forth in Paragraph 5(b)(i) and 6(b)(iv), below.
(b) The Company may terminate your employment for cause at any time
during the term of this Agreement without prior notice to you. In
that event, your employment with the Company shall forthwith be
terminated, and except as may be required under Paragraph 5(a)
above, the Company shall have no further obligations to you.
Termination for cause shall mean a termination of your employment
on account of: (i) failure to maintain an appropriate work permit
as required under Paragraph 1(a); (ii) willful misfeasance or
gross negligence by you in a matter of material importance to the
conduct of the Group's affairs; (iii) your negligence having an
adverse effect, financial or otherwise, on the Group or on the
conduct of the Group's affairs; (iv) a material breach by you of
your obligations under this Agreement or your refusal
satisfactorily to perform any duties reasonably required
hereunder, after notification by the Company of such breach or
refusal and your refusal or failure to remedy such breach within
10 days of such notification; or (v) your conviction for a
criminal offense.
6. You recognize that, by reason of your employment hereunder, you
may acquire confidential information and trade secrets concerning
the operation of the Group and of the clients of the Group, the
use or disclosure of which could cause the Group substantial loss
and damages that could not be readily calculated and for which no
remedy under applicable law would be adequate. Accordingly, you
covenant and agree with the Company that you will not, either
during the term of your employment hereunder or at any time
thereafter, disclose, furnish or make accessible to any person,
firm or corporation (except in the ordinary course of business in
performance of your obligations to the Group hereunder or with
the prior written consent of the Company pursuant to authority
granted by a resolution of the Company) any confidential
information that you have learned or may learn by reason of your
association with the Group. As used in this Paragraph 6, the term
"confidential information" shall include, without limitation,
information not previously disclosed to the public or to the
trade by the Group with respect to the business or affairs of the
Group including, without limitation, information relating to
business opportunities, trade secrets, systems, techniques,
procedures, methods, inventions, facilities, financial
information, business plans or prospects.
7. Without intending to limit the remedies available to the Company,
you acknowledge that a breach of the covenants and agreements
contained in Paragraph 6 of this Agreement may result in material
irreparable injury to the Group for which there is no adequate
remedy at law and that it will not be possible to precisely
measure damages for such injuries. Therefore, in the event of
such a breach or threat thereof, the Company shall be entitled to
obtain a temporary restraining order and/or a preliminary or
permanent injunction restraining you from engaging in activities
prohibited by Paragraph 6 or such other relief as may be required
specifically to enforce any of the covenants in such Paragraph.
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8. This Agreement will be binding upon and inure to the benefit of
you and the Company and any successors and assigns of the
business of the Company.
9. This Agreement contains all the terms and conditions agreed upon
by the parties hereto, and no other agreements, oral or
otherwise, regarding your employment and/or this Agreement shall
be deemed to exist or to bind any of the parties hereto.
10. The terms of this Agreement may not be modified or amended except
by written instrument signed by the Company and you.
11. The validity, interpretation, and performance of this Agreement
shall be governed by and construed in accordance with the laws of
the Islands of Bermuda.
12. Any notice required or permitted to be given under this Agreement
shall be in writing and shall be deemed sufficiently given if
delivered in person, or mailed by certified first class, postage
prepaid, or sent by a reputable overnight courier service.
Notices shall be deemed given as of the date delivered or the
date entrusted to the Bermuda postal service or an appropriate
courier service.
13. If any one or more of the provisions contained in this Agreement
shall be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall
not affect any other provisions hereof.
If you wish to accept this offer on the terms and conditions set out above,
please sign a copy of this letter and return it to Xx. Xxxxxxx Xxxxxxx,
Secretary, Everest Reinsurance (Bermuda) Ltd., c/o Codan Services Limited,
Clarendon House, 2 Church Street, Xxxxxxxx XX DX, Bermuda, by April 30, 2003.
Sincerely,
/s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxxxxx
CONFIRMED AND ACCEPTED:
/s/ XXXXX X. XXXXXXX
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Xx. Xxxxx X. Xxxxxxx
04/24/03
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Date
