Exhibit 10.29
AMENDMENT OF EMPLOYMENT AGREEMENT
WHEREAS, Everest Reinsurance Company (the "Company"), Everest Reinsurance
Holdings, Inc. ("Holdings") and Xxxxxx X. Xxxxxxx ("Xxxxxxx") are parties to an
employment agreemen which is effective as of January 1, 2000 (the "Employment
Agreement");
WHEREAS, a restructuring of Holdings is proposed pursuant to which
Holdings will become a wholly-owned subsidiary of Everest Re Group, Ltd.
("Everest Group");
WHEREAS, in connection with the restructuring, it is contemplated that
Everest Group will establish a subsidiary, Everest Global Services, Inc.
("Everest Services"); and
WHEREAS, in connection with the restructuring and in anticipation of
the establishment of Everest Services, certain amendments to the Employment
Agreement are desirable;
NOW, THEREFORE, the Employment Agreement is hereby amended in the
following particulars, all effective as of and conditioned upon the consummation
of the restructuring transaction described in the Registration Statement on Form
S-4 (File Number 333-87361) filed with the Securities Exchange Commission by
Everest Group:
1. By adding the following new Section 1.1A to the Employment Agreement
immediately preceding Section 1.1 thereof:
"1.1A. For periods on and after the effective date of the
restructuring transaction described in the Registration Statement on Form S-4
(File Number 333-87361) filed with the Securities Exchange Commission by Everest
Re Group, Ltd. (`Everest Group') pursuant to which Holdings shall become a
wholly-owned subsidiary of Everest Group (the `Restructuring'), Everest Group
shall be a party to this Agreement. For periods on and after the Restructuring,
Holdings and Everest Group shall have co-extensive rights, duties, powers and
responsibilities to or with respect to Xxxxxxx hereunder, except as applied to
Sections 1.5, 4 and 5 hereof, and Xxxxxxx shall have rights, duties, powers and
responsibilities to or with respect to Holdings and Everest Group which are the
same as those that he had to or with respect to Holdings immediately prior to
the Restructuring."
2. By substituting the following for the second and third paragraphs,
respectively, of Section 1.1 of the Employment Agreement:
"Holdings hereby employs Xxxxxxx and Xxxxxxx hereby agrees to serve
during the term of this Agreement without additional compensation, on similar
terms and conditions as set forth in the preceding paragraph, as Chairman and
Chief Executive Officer of each of Holdings and Everest Group and, subject to
his election, as a director of Everest Reinsurance Company and as a director and
officer of any corporation which is a subsidiary or affiliate of Everest
Reinsurance Company, if elected by the stockholders or the board of directors of
such corporation.
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It is the intention of Holdings and Everest Reinsurance Company to
cause Xxxxxxx to continue to be a member of the Board and to continue his
appointment as a member of the Executive Committee of the Board. It is the
intention of Everest Group to cause Xxxxxxx to be a member of the Board of
Directors of Everest Group (the "Group Board") following the Restructuring and
to cause his appointment as a member of the Executive Committee of the Group
Board."
3. By adding the following new Sections 1.4 and 1.5 to the Employment
Agreement immediately after Section 1.3 thereof:
"1.4 Notwithstanding the foregoing provisions of this Section
1, in the event that Everest Group establishes a subsidiary or affiliate
(referred to herein as `Everest Services') that employs individuals who perform
services for more than one member of the group of companies consisting of
Everest Group and its subsidiaries, Xxxxxxx agrees that he will, at the request
of the Group Board, transfer to employment with Everest Services. For periods
after Xxxxxxx becomes an employee of Everest Services, he shall, as an employee
of Everest Services, provide services for Everest Reinsurance Company, Everest
Group and Holdings as described in the foregoing provisions of this Section 1.
In the event that Xxxxxxx transfers to employment with Everest Services pursuant
to the preceding sentence, (i) Everest Services shall be substituted for the
Company hereunder without any further action of the parties being required, (ii)
neither Xxxxxxx'x transfer of employment to Everest Services nor the
substitution of Everest Services for the Company hereunder shall constitute a
`Termination for Good Reason' within the meaning of Section 8.6 hereof or a
termination of employment with the Company for any other purpose hereunder,
(iii) Xxxxxxx agrees to continue to serve during the term of this Agreement,
without additional compensation, as the Chairman and Chief Executive Officer of
Everest Reinsurance Company, and (iv) Everest Group will cause Everest Services
to become a party to this Agreement.
1.5 Xxxxxxx understands that, in connection with the
restructuring, Everest Group will assume all of the rights and obligations of
Holdings under the Everest Reinsurance Holdings, Inc. 1995 Stock Incentive Plan,
Everest Reinsurance Holdings, Inc. Executive Performance Annual Incentive Plan
and Everest Reinsurance Holdings, Inc. Annual Incentive Plan. Xxxxxxx agrees
that, following the Restructuring, all references in this Agreement to such
plans or arrangements (or benefits thereunder) shall be to the plans or
arrangements as assumed by Everest Group."
4. By adding the following new Section 6.4 to the Employment Agreement
immediately after Section 6.3 thereof:
"6.4 In the event that Everest Group establishes Everest
Services and in the event that Xxxxxxx transfers to employment with Everest
Services, Everest Group shall cause Everest Services to provide Xxxxxxx with
employee benefit plans, policies, programs and arrangements (including
perquisites) which are substantially similar to those provided to similarly
situated employees of Everest Reinsurance Company from time to time."
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5. By substituting the following for Section 8.8 of the Employment
Agreement:
"8.8 GENERAL; GUARANTY. The obligations of the Everest
Reinsurance Company, Holdings, Everest Group and, to the extent applicable,
Everest Services to pay Xxxxxxx the compensation and other benefits specified
herein shall be absolute and unconditional and shall not be affected by any
circumstances, including without limitation, any set off, counterclaim,
recoupment, defense or other right which any of them may have against Xxxxxxx or
anyone else. In no event shall Xxxxxxx be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to him under
this Agreement. To the extent that Everest Services fails, for any reason, to
meet its financial obligations under this Agreement, the Everest Reinsurance
Company shall have full responsibility and liability for all such obligations."
6. By substituting the following for Section 9.1 of the Employment
Agreement:
"9.1 Xxxxxxx acknowledges that as a result of the services to
be rendered to the Company, Everest Reinsurance Company and their affiliated
entities hereunder, Xxxxxxx will be brought into close contact with many
confidential affairs of the Company, its subsidiaries and affiliates not readily
made available to the public. Xxxxxxx further acknowledges that the services to
be performed under this Agreement are of a special, unique, unusual,
extraordinary and intellectual character; that the business of the Company, its
subsidiaries and its affiliates is international in scope; that their goods and
services are marketed through the United States and other countries; and that
Everest Reinsurance Company competes with other organizations that are could be
located in any part of the United States or the world."
7. By substituting the phrase "the Company, its subsidiaries and
affiliated entities either" for the phrase "the Company either" where the latter
phrase appears in the first sentence of Section 9.2 of the Employment Agreement;
and by substituting the phrase "the Company, its subsidiaries and affiliated
entities means" for the phrase "the Company means" where the latter phrase
appears in the second sentence of Section 9.2 of the Employment Agreement.
8. By substituting the phrase "while employed by the Company, its
subsidiaries and affiliated entities" for the phrase "while employed by the
Company" where the latter phrase appears in Section 9.3 of the Employment
Agreement.
9. By substituting the phrase "termination of employment with the
Company, its subsidiaries and affiliated entities" for the phrase "termination
of employment with the Company" where the latter phrase occurs in Section 9.4 of
the Employment Agreement.
10. By substituting the following for Section 9.5 of the Employment
Agreement:
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"Xxxxxxx will promptly disclose to the Company all inventions, processes,
original works of authorship, trademarks, patents, improvements and discoveries
related to the business of the Company, its subsidiaries and affiliated entities
(collectively `Developments'), conceived or developed during Xxxxxxx'x
employment with the Company, its subsidiaries or affiliated entities and based
upon information to which he had access during such employment, whether or not
conceived during regular working hours, through the use of Company time,
material or facilities (or those of the Company's subsidiaries or affiliated
entities) or otherwise. All such Developments shall be the sole and exclusive
property of the Company, its subsidiaries and its affiliated entities, and upon
request, Xxxxxxx shall deliver to the Company, its subsidiaries or its
affiliated entities, as applicable, all outlines, descriptions and other data
and records relating to such Developments, and shall execute any documents
deemed necessary by the Company, its subsidiaries or its affiliated entities to
protect their rights hereunder. Xxxxxxx agrees, upon request, to assist the
Company, its subsidiaries and its affiliated entities to obtain United States or
foreign letters patent and copyright registrations covering inventions and
original works of authorship belonging to the Company, its subsidiaries or its
affiliated entities hereunder. If the Company, its subsidiaries or its
affiliated entities are unable because of Xxxxxxx'x mental or physical
incapacity to secure Xxxxxxx'x signature or apply for or to pursue any
application for any United States or foreign letters patent or copyright
registrations covering inventions and original works of authorship belonging to
the Company, its subsidiaries or its affiliated entities hereunder, then Xxxxxxx
hereby irrevocably designates and appoints the Company, its subsidiaries and
affiliated entities, and their duly authorized officers and agents, or any of
them, as his agent and attorney in fact, to act for and on his behalf and in his
stead to execute and file any such applications and to do all other lawfully
permitted actions to further the prosection and issuance of letters patent or
copyright registrations thereon with the same legal force and effect as if
executed by him. Xxxxxxx hereby waives and quitclaims to the Company, its
subsidiaries and its affiliated entities any and all claims, of any nature
whatsoever, that he may hereafter have for infringement of any patents or
copyright resulting from any such application for letters patent or copyright
registrations belonging to the Company, its subsidiaries or its affiliated
entities hereunder."
11. By substituting the phrase "the Company, its subsidiaries and its
affiliated entities, in addition to any other remedies that as may be available
to any of them," for the phrase "the Company, in addition to any other remedies
as may be available to it," where the latter phrase appears in Section 9.6 of
the Plan.
12. By substituting the following for Section 14 of the Employment
Agreement:
"14. Amendment or Modification; Waiver.
No provision of this Agreement may be amended or modified
unless such amendment or modification is agreed to in writing, signed by Xxxxxxx
and by a duly authorized officer of each of the other parties. Except as
otherwise specifically provided in this Agreement, no waiver by either party
hereto of any breach by any other party of any condition or provision of the
Agreement to be performed by such other party shall be deemed a waiver of a
similar or dissimilar provision or condition at the same or any prior or
subsequent time."
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IN WITNESS WHEREOF, the parties have executed this amendment to the
Employment Agreement on the 15th day of February, 2000.
Everest Reinsurance Company
By: /S/ Xxxxx X. Xxxxx
------------------------
Xxxxx X. Xxxxx
Senior Vice President
Everest Reinsurance Holdings, Inc.
By: : /S/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Senior Vice President
Everest Re Group, Ltd.
By: : /S/ Xxxxx X. Xxxxx
------------------------
Xxxxx X. Xxxxx
Deputy Chairman
/S/ Xxxxxx X. Xxxxxxx
------------------------
Xxxxxx X. Xxxxxxx
