Exhibit 10.32
April 24, 2002
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, 2002 and unless
sooner terminated according to its terms or extended in writing, shall
terminate on May 1, 2003. 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. $270,400
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,
2003 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 discretionary in nature and may
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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. $5,000 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 one (1) year'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, 2002.
Sincerely,
/s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
CONFIRMED AND ACCEPTED:
/s/ XXXXX X. XXXXXXX
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Xx. Xxxxx X. Xxxxxxx
April 25, 2002
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Date
