Exhibit 10.2
EMPLOYMENT
AGREEMENT
This Agreement of Employment
(“Agreement) is entered into as of this 4 th day
of May, 2009 between Everest Global Services, Inc. and its parents,
direct and indirect subsidiaries and affiliates (collectively, the
“Company”) and Craig Eisenacher (the
“Executive”).
The Executive and the Company agree
as follows:
1. The
current employment relationship between the Executive and the
Company will voluntarily terminate in accordance with the
Executive’s decision to retire effective December 31, 2009
(the “Retirement Date”).
2. Effective
as of May 4, 2009, the Executive hereby resigns all officer
positions with the Company, any Group Company (as defined below)
and any Affiliates (as defined below) as well as his membership on
all Boards of Directors and Committees of the Company, any Group
Company and any Affiliates; provided, however, that Executive will
remain an Executive Vice President of Everest Global Services,
Inc.
3. Commensurate
with his responsibilities as Executive Vice President of Everest
Global Services, Inc., Executive agrees to facilitate and assist in
the orderly and smooth transition of the incoming Chief Financial
Officer of the Company and provide any other services as may be
required from time to time until the Retirement Date.
4. Executive
shall provide reasonable assistance as may be necessary to assist
the Company in business matters including, but not limited to,
assisting the Company in the defense of or prosecution of any legal
or regulatory proceedings.
5. In
consideration for the covenants of the Executive contained herein
and in full payment of all obligations of any nature or kind
whatsoever owed or owing to the Executive by the Company, a Group
Company or any of its Affiliates, the Company shall pay and provide
benefits to the Executive as follows:
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(a)
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the Company shall continue the
Executive’s base salary, at the rate in effect on the date
hereof and in accordance with the Company’s normal pay
schedule, until the Retirement Date;
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(b)
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the Company-paid portion of any
group medical, dental, vision and life insurance coverages in which
the Executive is participating shall be continued until the
Retirement Date. Thereafter medical, dental and vision coverages
will be available to Executive for an additional 18 months under
COBRA;
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(c)
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the Executive shall, until the
Retirement Date, continue to participate in all applicable Company
sponsored savings and retirement plans in which Executive currently
participates as of the date hereof including the Everest
Reinsurance Employee Savings Plan, the Everest
Reinsurance
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Supplemental ERESP Plan, the Everest
Reinsurance Retirement Plan, and the Everest Reinsurance
Supplemental Retirement Plan;
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(d)
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the Executive shall continue to
participate in the Everest Re Group, Ltd. Senior Executive Change
of Control Plan until the Retirement Date;
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(e)
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the Company shall pay Executive all
preapproved unreimbursed reasonable business expenses for which
Executive submits the appropriate voucher and supporting
documentation within 30 days from the Retirement Date in accordance
with the Company’s policy on employee expense reimbursement.
Such business expenses shall include, but not be limited to,
expenses Executive incurs traveling to and from his former Company
office to fulfill his obligations under Section 3 of the
Agreement.
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(f)
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the Executive shall not accrue any
additional vacation days beyond May, 2009. The Company shall make a
lump sum cash payment to the Executive in an amount equal to
$17,981 representing 11 days of accrued and unused vacation and
carryover days (less applicable federal and state
taxes);
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(g)
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subject to and contingent upon
execution of the General Release and Waiver within 10 days of
January 1, 2010, the Executive will receive a lump sum payment of
$147,000 (less applicable federal and state taxes);
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(h)
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subject to approval by the Everest
Re Group, Ltd. Compensation Committee and contingent upon execution
within 10 days of January 1, 2010,
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