EXHIBIT 10.1
EXECUTIVE
EMPLOYMENT AGREEMENT
EMPLOYMENT
AGREEMENT (this “ Agreement ”), dated as of
January 1, 2009 by and between PartnerRe Capital Markets Corp., a
company incorporated under the laws of Delaware (the “
Company ”), and Albert A. Benchimol (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 Executive Vice President and Chief Financial Officer
of PartnerRe Ltd. (“ PartnerRe ”) and Chief
Executive Officer of the PartnerRe Capital Markets Group;
and
WHEREAS,
the Executive is willing to serve PartnerRe and 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:
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The
Company agrees to employ the Executive and the Executive agrees to
serve PartnerRe and the Company on the terms and conditions set
forth herein.
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This
Agreement shall be effective, and the Executive’s employment
as contemplated hereunder shall commence, as of January 1, 2009
(the “ Effective Date ”).
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The
Executive shall serve as Executive Vice President and Chief
Financial Officer of PartnerRe and Chief Executive Officer of the
PartnerRe Capital Markets Group and shall report directly to the
Chief Executive Officer of PartnerRe (the “ CEO
”). The Executive shall perform such duties and exercise such
supervision and powers over and with regard to the business of
PartnerRe and the Company as are consistent with such positions, as
well as such other reasonable duties and services consistent with
such position with a multi-national reinsurance company and as may
be prescribed from time to time by the CEO. The Executive’s
performance of any duties and responsibilities shall be conducted
in a manner consistent with all PartnerRe and Company policies and
any other reasonable guidelines provided to the Executive by the
CEO.
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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. The Company
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hereby
acknowledges that the Executive shall be permitted to devote a
reasonable amount of his business time, consistent with his duties
to the Company and with the prior consent of the CEO, to (a) the
management of personal and family investments, (b) serving on the
board of directors and/or acting as an officer of any
not-for-profit entities that are not engaged in businesses similar
to the Company or (c) serving on the board of directors of any
private or public companies that are not engaged in businesses
similar to the Company; provided that such activities
do not materially affect the duties of the Executive
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In
connection with the Executive’s employment by the Company,
the Executive shall generally perform his duties in Greenwich,
Connecticut, USA, except for reasonably necessary travel on
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.
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COMPENSATION
AND RELATED MATTERS
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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 PartnerRe’s Board
of Directors (the “ Compensation Committee ”)
(which salary, as adjusted from time to time, is referred to herein
as “ Base Salary ”). The Base Salary shall be
paid in equal installments in accordance with normal payroll
practices of the Company but not less frequently than semi-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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Annual
Incentive. During
the term of the Executive’s employment hereunder, the
Executive will be eligible to receive annual
incentive compensation in an amount for PartnerRe’s fiscal
year determined in the sole discretion of the Compensation
Committee in accordance with PartnerRe’s Annual Incentive
Guidelines (the “ Annual Incentive ”). The
Executive’s target Annual Incentive as a percentage of his
Base Salary is set forth on the attached Schedule (the “
Target Annual Incentive ”).
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Equity.
The
Executive will be eligible to participate in the equity plans of
PartnerRe (the “ Plans ”). The
Executive shall receive equity awards at the sole discretion of the
Compensation Committee and in accordance with, and subject
to,
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the
terms of the Plans and any agreement executed by the Executive in
connection therewith (any such agreement, an “ Equity
Award Agreement ”).
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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 PartnerRe and 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, PartnerRe or the Company; provided
that such expenses are incurred and accounted for in accordance
with the policies and procedures established by PartnerRe or the
Company, as applicable, from time to time.
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(e)
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Benefit
Plans. During
the term of this Agreement, the Executive shall be eligible
to participate in all of the applicable benefit plans
and perquisite programs of PartnerRe and the Company that are
available to other executives of PartnerRe and the Company, as
applicable, on the same terms as such other executives (“
Benefit Plans ”). PartnerRe and the Company may at any
time or from time to time amend, modify, suspend or terminate any
employee benefit plan, program or arrangement so long as such
amendment, modification, suspension or termination affects all
executives similarly. A list of the current Benefit Plans, in which
the Executive is eligible to participate is set forth on the
attached Schedule.
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6.
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TERMINATION
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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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Death,
Disability or Retirement .
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The
Executive’s employment hereunder shall terminate upon his
death.
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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, 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) and the Executive’s
employment hereunder shall terminate on the Date of Termination
described in Section 6(e) hereof.
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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 in the year of his
retirement.
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Termination
by the Company . The
Company may terminate the Executive’s employment hereunder
(i) for Cause at any time or (ii) without Cause by providing twelve
months’ prior written notice to the Executive. For the
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 materially monetarily
injurious to PartnerRe and its subsidiaries on a consolidated
basis; provided that the Board of Directors of PartnerRe
(the “ Board ”) has provided the Executive with
(i) written notice identifying the act or acts said to constitute
Cause (ii) the opportunity to cure the deficiency within 30 days
after receipt of such notice (iii) a reasonable opportunity for the
Executive to be heard before the Board and (iv) a Notice of
Termination stating that, in the good faith opinion of not less
than a majority of the entire membership of the Board, the
Executive is guilty of the serious negligence or willful misconduct
contained in this clause (A), or (B) willful and intentional
failure to comply in all material respects with the direction of
the CEO or the Board, after written notice and the opportunity to
correct, or (C) the willful and intentional material breach of this
Agreement, or (D) the conviction, a plea of guilty or a plea of no
contest of the Executive for 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 PartnerRe and the Company.
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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 twelve months’ prior written notice to the Company.
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
PartnerRe or the Company of duties inconsistent in a material
adverse respect with the Executive’s position, authority,
duties or responsibilities with PartnerRe and the Company, as
applicable, 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) without the
Executive’s prior written consent, any reduction in Base
Salary or benefits, (D) any other material change in the conditions
of employment or (E) any purported termination of the
Executive’s employment by the Company which is not effected
pursuant to a Notice of Termination satisfying the requirements of
Section 6(d) hereof; provided that the Executive has
provided the Board with written notice identifying the act or acts
said to constitute Good Reason within 90 days of the occurrence of
such act(s) and the opportunity to cure the deficiency within 30
days after receipt of such notice.
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Notice of Termination.
Any
termination of the Executive’s employment by the Company or
by the Executive (other than for death or disability) 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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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 his 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 twelve months after such Notice is delivered, or (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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Payment
in lieu of notice . In
lieu of providing Notice of Termination of employment
in accordance with Sections 6(d) and 6(e)(iii) hereof, the Company
may, at its discretion, pay to the Executive, on the first business
day of the seventh month after the Date of Termination, the sum of
his Base Salary for the notice period and an amount equal to the
average of the Annual Incentive received by the Executive for the
three fiscal years prior to the Date of Termination (the “
Average Incentive Amount ”), prorated based on the
number of days elapsed in the current fiscal year as of the Date of
Termination.
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Removal
from Boards and Positions . If
the Executive’s employment is terminated for
any reason under this Agreement, he shall be deemed to resign (i)
if a member, from the Board or board of directors of any subsidiary
or affiliate of PartnerRe and (ii) from any position with
PartnerRe, the Company or any subsidiary or affiliate of PartnerRe,
including, but not limited to, as an officer of the Company or any
of its subsidiaries or affiliates.
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COMPENSATION
UPON RETIREMENT
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In the
event that the Executive’s employment terminates by reason of
retirement, 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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If the
Executive’s employment terminates as a result of his
retirement on or after attaining retirement age, as defined by the
policy in place in the Executive’s country of
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employment
in the year of his retirement, the Company shall pay to the
Executive, within 30 days after the Date of Termination: (i) all
accrued Base Salary and benefits through the Date of Termination
(the “ Accrued Benefits ”), (ii) and the Average
Incentive Amount, prorated based on the number of days elapsed in
the current fiscal year as of the Date of Termination, and (iii)
any other payment
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