Exhibit 10.1
PLATINUM UNDERWRITERS HOLDINGS, LTD.
The Belvedere Building
69 Pitts Bay Road
Pembroke HM 08 Bermuda
Mr. James A. Krantz
29 Inwood Drive
Paget, PG 05
Bermuda
Dear
Jim:
I am writing this letter (the
“Letter Agreement”) to confirm the terms and conditions
of your employment with Platinum Underwriters Holdings, Ltd., a
Bermuda company (“Platinum”).
1.
Term of Employment .
Your employment hereunder will
commence on June 1, 2007 or such later date that you shall
have received the approval of the Bermuda Department of Immigration
(the “Effective Date”) and, subject to termination as
provided in Section 11, shall end on the third anniversary of
the Effective Date; provided that on the third anniversary of the
Effective Date and each anniversary thereafter, the term of your
employment shall automatically be extended by an additional year
unless Platinum or you give the other party written notice, at
least thirty (30) days prior to the applicable anniversary of
the Effective Date, that you have determined or it has determined
that the term shall not be so extended. Such employment period, as
extended, shall hereinafter be referred to as the
“Term.”
2.
Title and Duties .
During the Term, you will serve as
Executive Vice President and Chief Financial Officer of Platinum
and will have such duties and responsibilities and power and
authority as those normally associated with such position in public
companies of a similar stature, plus any additional duties,
responsibilities and/or power and authority assigned to you by the
Chief Executive Officer of Platinum.
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3.
Base Salary .
During the Term, Platinum will pay
you a minimum base salary at an annual rate of US$365,000 (the
“Base Salary”) payable in accordance with
Platinum’s payroll practices as in effect from time to
time.
4.
Bonus .
During the Term, you will be eligible
for an annual performance bonus pursuant to the terms of
Platinum’s Amended and Restated Annual Incentive Plan (the
“Annual Bonus”). Your Annual Bonus will have an
incentive target equal to 75% of earned Base Salary (the
“Target Bonus”) with the range of bonus payout to be
from 0% to 150% of earned Base Salary, depending upon the
achievement of performance criteria established under
Platinum’s Amended and Restated Annual Incentive Plan. The
Annual Bonus will generally be paid following the end of the
applicable fiscal year, part in cash and part in share units or
other equity incentives, as determined by the Compensation
Committee of Platinum’s Board of Directors (the
“Committee”).
5.
Executive Incentive Plan Awards.
During the Term, you will be a
participant in Platinum’s Amended and Restated Executive
Incentive Plan. During each year of the Term, it is expected that
you will be granted a target annual award opportunity of 75% of
your Base Salary, payable if certain performance objectives are
achieved by Platinum over a multi-year period (each, an “EIP
Award”). The actual amount, the terms and conditions and the
form of payment of any EIP Award will be determined by the
Committee in its sole discretion, in accordance with the terms of
the Amended and Restated Executive Incentive Plan.
6.
Share Ownership .
You acknowledge that, in accordance
with Platinum’s share ownership guidelines, you are required
to accumulate 30,000 Common Shares before selling Common Shares
received under any of Platinum’s compensation plans, subject
to certain exceptions set forth in the guidelines.
7.
Employee Benefits .
During the Term, you and your
eligible dependents will be eligible to participate in the employee
benefit plans and arrangements that are generally available to
senior executives of Platinum, subject to the terms and conditions
of such plans and arrangements. The Committee reserves the right to
amend or terminate any employee benefit plan at any time and to
adopt any new plan or arrangement.
8.
Housing and Car Allowance .
You will be entitled to a housing and
living allowance of US$24,000 per month. In addition, you will be
entitled to a car allowance of US$700 per month.
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9.
Perquisites .
Platinum will reimburse you for
reasonable dues and fees for a golf and health club membership
during the Term, as well as such other perquisites and fringe
benefits as may be approved by the Committee from time to
time.
10.
Business Expenses .
During the Term, Platinum will
reimburse you for all reasonable expenses and disbursements in
carrying out your duties and responsibilities under this Letter
Agreement in accordance with Platinum’s policy for senior
executives as in effect from time to time.
11.
Termination of Employment .
(a) Termination for Good
Reason or Without Cause . If you terminate your employment for
“Good Reason” (as defined below) or if your employment
is terminated by Platinum without “Cause,” (as defined
below) you will be entitled to receive a lump sum cash payment
equal to the sum of (i) one year’s Base Salary and
Target Bonus, and (ii) any earned but unpaid Base Salary or
other amounts (including reimbursable expenses and any vested
amounts or benefits under Platinum’s otherwise applicable
employee benefit plans or programs) accrued and owing through the
date of termination. The foregoing payment will be conditioned upon
you executing and honoring a standard waiver and release of claims
in favor of Platinum in a form determined by Platinum.
(b) Termination Other than
for Good Reason; Termination for Cause . If you terminate your
employment other than for Good Reason or if your employment is
terminated by Platinum for Cause, you will receive no further
payments, compensation or benefits under this Letter Agreement,
except you will be eligible to receive, upon the effectiveness of
such termination, any earned but unpaid Base Salary and other
amounts (including reimbursable expenses and any vested amounts or
benefits under Platinum’s employee benefit plans or programs)
accrued or owing prior to the effectiveness of such
termination.
(c) Death or Disability
. Upon the termination of your employment on account of your death
or “Disability” (as defined below), you or your
beneficiaries will receive (i) any earned but unpaid Base
Salary through the date of termination plus a pro-rata portion
through the date of termination of your Target Bonus for the year
of termination, and (ii) all other amounts (including
reimbursable expenses and any vested amounts or benefits under
Platinum’s employee benefit plans or programs) accrued or
owing prior to the effectiveness of such termination.
(d) Definitions .
(i)
Cause . For purposes of this Letter Agree
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