AMENDMENT NO. 1 to EMPLOYMENT AGREEMENT datedMay 3, 2012 by and among AXIS Specialty U.S. Services, Inc. (the Company), AXIS Capital Holdings Limited (Holdings) and Albert A. Benchimol (theExecutive) Dated March 9, 2015
Exhibit 10.1
AMENDMENT NO. 1
to
EMPLOYMENT AGREEMENT
dated May 3, 2012
by and among
AXIS Specialty U.S. Services, Inc. (the “Company”),
AXIS Capital Holdings Limited (“Holdings”)
and
Albert A. Benchimol (the “Executive”)
Dated March 9, 2015
WHEREAS, the Company, Holdings and the Executive entered into an employment agreement dated as of May 3, 2012 (the “Agreement”); and
WHEREAS, the Compensation Committee of the Board of Directors of Holdings, the Company and the Executive have determined that it is in the best interests of the Company, Holdings and their shareholders to amend the Agreement in order to extend the term of service thereof;
NOW, THEREFORE, the Agreement is hereby amended, effective as of the date hereof, as follows:
| 1. | Section 3a of the Agreement (Employment Term) is hereby amended by deleting the reference to “on May 3, 2015” in the first line thereof and replacing such reference with “upon the earlier of (i) the Closing, as defined in the Agreement and Plan of Amalgamation, dated as of January 25, 2015, by and among PartnerRe Ltd. and Holdings, as may be amended from time to time (the “Amalgamation Agreement”), or (ii) the End Date, as defined in the Amalgamation Agreement”. |
| 2. | Section 3a(vi) of the Agreement (Good Reason) is hereby amended by deleting “at least six (6) months before the end of the Employment Term” in clause (i)(F) thereof and replacing it with “, prior to July 25, 2015,”. |
| 3. | Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. |
[signatures on following page]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of March 9, 2015.
| AXIS SPECIALTY U.S. SERVICES, INC. | ||
| By: | /s/ Noreen McMullan | |
| Name: | Noreen McMullan | |
| Title: | Executive Vice President | |
| AXIS CAPITAL HOLDINGS LIMITED | ||
| By: | /s/ Joseph Henry | |
| Name: | Joseph Henry | |
| Title: | Executive Vice President and | |
| Chief Financial Officer | ||
Accepted and Agreed
as of the date first set forth above:
| /s/ Albert A. Benchimol |
| Albert A. Benchimol |
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