Exhibit 10.1
EXECUTIVE
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
(this “ Agreement ”) by and between
Partner Reinsurance
Company of the U.S. , a company
incorporated under the laws of Delaware (the “ Company
”), and Theodore C. Walker (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
President and Chief Executive Officer of the Company;
and
WHEREAS, the Executive is
willing to serve 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:
1.
EMPLOYMENT
The Company agrees to
employ the Executive and the Executive agrees to
serve the Company on the terms and conditions set forth
herein.
2.
EFFECTIVE
DATE
This Agreement shall be effective,
and the Executive’s employment as contemplated hereunder
shall commence, as of January 1,
2009 (the “ Effective Date
”).
3.
POSITION AND
DUTIES
|
|
|
The Executive shall serve as
President and Chief Executive Officer of Partner Reinsurance
Company of the U.S. and shall report initially to the Deputy
Chairman of Partner Reinsurance Company of the U.S. and thereafter,
to the Chief Executive Officer of PartnerRe Ltd. (the “
CEO ”). The Executive shall perform such duties and
exercise such supervision and powers over and with regard to the
business of 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 Company policies and any other
reasonable guidelines provided to the Executive by the
CEO.
|
|
|
|
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 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
|
In connection with the
Executive’s employment by the Company, the Executive shall
generally perform his duties in Greenwich, Connecticut, 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.
5.
COMPENSATION AND RELATED
MATTERS
|
|
(a)
|
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 Ltd.’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 bi-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.
|
|
|
|
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 ”).
|
|
|
|
Equity.
The Executive will be
eligible to participate in the equity plans of PartnerRe Ltd. (the
“ Plans ”). The Executive shall receive equity
awards at the sole discretion of the Compensation Committee and in
accordance with, and subject to, the terms of the Plans and any
agreement executed by the Executive in connection therewith (any
such agreement, an “ Equity Award Agreement
”).
|
|
|
|
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 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 the Company;
provided that such expenses are incurred and accounted for
in accordance with the policies and procedures established by the
Company, as applicable, from time to time.
|
|
|
|
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 the Company that are available to other executives
of the Company, as applicable, on the same terms as such
other executives (“ Benefit Plans
”). 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.
|
6.
TERMINATION
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:
(a)
Death, Disability or Retirement .
|
|
(i)
|
The Executive’s employment
hereunder shall terminate upon his death.
|
|
|
(ii)
|
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.
|
|
|
(iii)
|
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.
|
|
|
|
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 demonstrably injurious to its subsidiaries on a
consolidated basis; provided that the Board of Directors of
PartnerRe Ltd. (the “ Board ”) has provided the
Executive with written notice identifying the act or acts said to
constitute Cause and opportunity to cure the deficiency within 30
days after receipt of such notice, 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 the Company.
|
|
|
|
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 the Company of duties inconsistent in a material
adverse respect with the Executive’s position, authority,
duties or responsibilities with 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, except for a reduction in benefits that applies
uniformly to all similarly-situated executives, (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.
|
|
|
|
Notice of Termination.
Any termination of the
Executive’s employment by the Company or by the Executive
(other than for death) 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.
|
|
|
|
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.
|
|
|
|
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.
|
|
|
|
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 (ii) from any position with the Company or any
subsidiary or affiliate of PartnerRe Ltd., including, but not
limited to, as an officer of the Company or any of its subsidiaries
or affiliates.
|
7.
COMPENSATION UPON
RETIREMENT
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.
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 employment in th
|
