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Exhibit 10.1
TRANSITION SERVICES
AGREEMENT
This TRANSITION SERVICES AGREEMENT
(this “ Agreement ”) is dated effective as of July 18, 2007
(the “ Effective
Date ”), and is
entered into by and between RenaissanceRe Holdings Ltd. (the
“ Company
”) and William I. Riker
(“ Employee
”).
WHEREAS, Employee currently serves as
the President and Chief Underwriting Officer of the Company;
and
WHEREAS, the Company and Employee are
parties to an amended and restated employment agreement, dated July
19, 2006 (the “ Employment Agreement ”), which sets forth the terms and
conditions of Employee’s employment with the Company;
and
WHEREAS, Employee has recently
approached the Company regarding his long-term plans, and his
desire to help the Company to facilitate a smooth and orderly
transition of his roles and responsibilities through his departure;
and
WHEREAS, the Company and Employee now
desire to enter into a mutually satisfactory arrangement
concerning, among other things, Employee’s eventual departure
from the Company, the terms of Employee’s service during a
transition period, and other matters related thereto;
and
WHEREAS, subject to the terms and
conditions contained herein, Employee and the Company have mutually
agreed to embody in this Agreement the terms and conditions
applicable to Employee’s continued employment with the
Company and termination thereof.
NOW, THEREFORE, the parties hereby
agree:
Section 1. Term of Employment .
Notwithstanding anything in the Employment Agreement to the
contrary, “ Term of Employment ” shall be
defined as the period commencing on the Commencement Date (as
defined in the Employment Agreement) and ending on the earlier to
occur of (i) August 31, 2008 and (ii) a Change in Control (as
defined in the Employment Agreement). The Term of Employment may
only be extended for an additional period by mutual agreement
between the parties hereto which is evidenced in writing. Except as
otherwise explicitly set forth herein, the terms and conditions set
forth in the Employment Agreement shall continue to govern
Employee’s employment with the Company. In the event that any
terms of this Agreement might be deemed, at any time, to conflict
with the terms of the Employment Agreement or would result in the
duplication of benefits, the terms of this Agreement shall
exclusively govern.
Section 2. 2007 Annual Bonus .
For the avoidance of doubt, Employee shall be eligible to receive
in 2008, at the same time bonuses are provided to employees of the
Company generally, an annual cash incentive bonus award with
respect to services performed for the Company during the 2007
fiscal year, as set forth in Section 4(b) of the Employment
Agreement and as adjusted by the “bonus performance
factor” or such other like adjustment, if and as approved by
the board of directors of the Company (the “ Board
”) and actually utilized in the determination of cash bonuses
generally. Employee’s target bonus for services performed for
the Company during the 2007 fiscal year will be $750,000. The
actual annual bonus payable
with respect to such fiscal year shall
be based upon the level of achievement of performance objectives
for such fiscal year, as determined by the compensation committee
of the Board.
Section 3. Resignation of Officer Positions
. On or before the close of business
on December 31, 2007, Employee shall resign from his position as
the President and Chief Underwriting Officer of the Company and
from any other executive officer positions that Employee holds as
of such date. The Company may request that the Employee resign from
some or all of such executive officer positions prior to
December 31, 2007 and upon such request Employee shall
resign from some or all of such executive officer positions.
Notwithstanding such resignations, Employee shall continue to be an
employee of the Company through the end of the Term of
Employment.
Section 4. Compensation .
(a) From January 1, 2008,
and through the remainder of the Term of Employment, Employee shall
continue to receive all compensation and benefits set forth in the
Employment Agreement; provided ,
that, in lieu of his base salary and cash bonus opportunity set
forth in Sections 4(a) and (b) of the Employment Agreement,
Employee shall be entitled to an aggregate amount equal to
$900,000, such amount to be paid in substantially equal
installments through the remainder of the Term of Employment in
accordance with the Company’s then-regular payroll practices.
Any unpaid amounts pursuant to this Section 4(a) shall be
immediately payable to Employee upon a Change in
Control.
(b) During the Term of Employment,
Employee shall continue to be entitled to receive all current
benefits and perquisites provided pursuant to Section 5 of the
Employment Agreement (at the same level as if he were a senior
officer of the Company), including, but not limited to, his housing
allowance at the same rate as currently in effect.
(c) During the Term of Employment, unvested
Awards (as defined in the Employment Agreement) shall continue to
vest as set forth on Schedule A attached hereto. At the completion
of the Term of Employment, notwithstanding anything in the
Employment Agreement to the contrary, all unvested Awards shall be
forfeited. Employee shall have the right to exercise any options
that are vested as of the end of the Term of Employment within
ninety (90) days following the expiration of the Term of Employment
(as provided for in respect of the underlying grants). In the event
of a Change in Control, all Awards that would have vested through
August 31, 2008 had Employee’s employment with the Company
continued through such date shall immediately vest and Employee
shall have the right to exercise any options that are vested as of
the date of such Change in Control (including any options that vest
as a result of such Change in Control) within ninety (90) days
following the expiration of the Term of Employment (or such other
date as provided for in respect of the underlying
grant).
Section 5. Extension of Restrictive Covenants
.
(a) Notwithstanding any provision of
the Employment Agreement to the contrary, the covenants contained
in Sections 8(b) and (c) of the Employment Agreement (together with
the provisions of Section 9 of the Employment Agreement) shall
extend through the twelve (12) month period immediately following
the expiration of the Term of Employment
(the “ Severance Term ”). Subject to Employee’s continued
compliance with such covenants, in lieu of any payments or benefits
set forth in Section 7 of the Employment Agreement, Employee
shall be entitled to receive:
(i) an amount equal to $1,771,875 (or,
if there is a Change in Control on or prior to the December 31,
2007, $2,025,000), such amount to be paid in substantially equal
installments over the Severance Term, in accordance with the
Company’s then-regular payroll practices;
(ii) upon the expiration of the
Severance Term, a lump sum amount equal to $590,625 (or, if there
is a Change in Control on or prior to the December 31, 2007,
$675,000); and
(iii) the Accrued Obligations (as
defined in the Employment Agreement).
(b) In the event that Employee
breaches the covenants set forth in Section 5(a) herein and Section
8 of the Employment Agreement, all payments pursuant to this
Section 5(a) shall immediately cease and no further payments shall
be made to Employee at any time pursuant to Sections 5(a)(i) and
(ii) hereof or Section 7 of the Employment Agreement.
(c) Except as set forth herein, upon
the expiration (or earlier termination by either party for any
reason) of the Term of Employment, Employe
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