1.(a)This Agreement will commence on November 1, 2012 and unless sooner terminated according to its terms or extended in writing, shall terminate on November 1, 2014. You will be employed as the Managing Director andChief Executive Officer, Everest Reinsurance (Bermuda), Ltd. This offer is conditional upon your maintaining an appropriate, valid work permit issued by the Bermuda Department of Immigration.

 

 

 

477 Martinsville Road

P.O. Box 830

Liberty Corner, NJ ###-###-####

Tel: 908 ###-###-####    Fax: 908 ###-###-####

e-mail: ***@***

  

 

                       

(a)

This Agreement will commence on November 1, 2012 and unless sooner terminated according to its terms or extended in writing, shall terminate on November 1, 2014. You will be employed as the Managing Director and Chief Executive Officer, Everest Reinsurance (Bermuda), Ltd. This offer is conditional upon your maintaining an appropriate, valid work permit issued by the Bermuda Department of Immigration.

 

(d)

Your responsibilities as Managing Director and Chief Executive Officer of the Company will consist of those duties customarily associated with that position and any duties that the Company may from time to time direct you to undertake and to perform, that are consistent with and appropriate to the position. As Managing Director and Chief Executive Officer, you will be responsible for the day-to-day management and operations of the Company and its subsidiaries and any affiliates as may be directed by the Company.  You will not have authority to act on behalf of any U.S. operation except with a specific written delegation of authority from the Board of such U.S. operation.

 2.

 

Your compensation for services to the Company during the term of your employment shall be paid in U.S. Dollars according to the following schedule: 1) one hundred percent (100%) of your salary will be paid in U.S. dollars in accordance with the normal payroll schedule of Everest Reinsurance (Bermuda), Ltd.; 2) payments in lieu of your participation in the Bermuda Savings Plan shall be made in U.S. Dollars; 3) any cash bonuses awarded to you under the Everest Re Group, Ltd. Annual Incentive Plan shall be paid in U.S. Dollars.

As compensation for your services to the Company during the term of your employment, the Company shall pay you a salary at the rate of U.S. $570,000 per annum payable according to the normal payroll schedule, subject to increases, if any, as determined and approved by the Compensation Committee of Everest Re Group, Ltd.  The Company has secured an appropriate work permit for you in connection with this Agreement and will assist in renewing that permit when necessary.  Medical insurance, dental insurance and group life insurance will be provided per the plans currently available to other Everest Reinsurance (Bermuda), Ltd. employees.

In place of your participation in the Bermuda Savings Plan, you will receive a monthly payment equal to 10% of your total monthly salary in U.S. Dollars.

In addition to your salary, you will be eligible to participate in Everest Re Group, Ltd.’s Annual Incentive Plan as implemented by the Company.   It is understood that this bonus plan is entirely discretionary in nature and may be amended or terminated by Group at any time with or without prior notice to you.

The Company will provide a car, or a car allowance, for your use during the term of this Agreement.

You will be reimbursed for one economy class airline ticket between Bermuda and the United Kingdom every three months for yourself and/or each member of your immediate family.

Upon receipt of proper expense documentation, Everest Reinsurance (Bermuda), Ltd. will pay your reasonable membership fees at Tucker’s Point Club.

10.

(a)

The Company has the right to terminate your employment prior to the termination date of this Agreement for reasons other than misconduct or a breach of Company policies.  In such event, a separation payment equivalent to one (1) year’s base salary will be made to you, a reasonable allowance will be provided to move your personal possessions from Bermuda to the UK, and all of your then unvested restricted stock or restricted stock units will continue to vest to the extent any such equity award would have vested in accordance with its terms in the 12 month period immediately following such termination date. In return for these payments, you will execute a waiver and release of all claims you may have against the Company in connection with your employment. “Misconduct” shall be defined as any activity as set forth in Paragraph 10(c) below.

 

(b)

In the event the Company does not renew this Agreement upon expiration of its term and does not offer you employment at the level at which you are currently employed, the

 

(c)

The Company may terminate your employment for cause at any time during the term of this Agreement without prior notice to you.  In that event, your employment with the Company shall forthwith be terminated, and except as may be required under Paragraph 10(a) above, the Company shall have no further obligations to you.  Termination for cause shall mean a termination of your employment on account of: (i) failure to maintain an appropriate work permit as required under Paragraph 1(a); (ii) willful misfeasance or gross negligence by you in a matter of material importance to the conduct of the Group’s affairs; (iii) your negligence having an adverse effect, financial or otherwise, on the Group or on the conduct of the Group’s affairs; (iv) a material breach by you of your obligations under this Agreement or your refusal to satisfactorily perform any duties reasonably required hereunder, after notification by the Company of such breach or  refusal and your refusal or failure to remedy such breach within 10 days of such notification; or (v) your conviction for a criminal offense.

The Compensation Committee of Everest Re Group, Ltd. has selected you for coverage under the Senior Executive Change of Control Plan (the “Plan”), as amended and restated effective January 1, 2009, and the terms of which are incorporated herein and form a part of this Agreement.  As long as you remain a beneficiary of the “Plan” in the event of a “Material Change” (as defined within the Plan) that results in either a Separation of Service (as defined within the Plan) or non-renewal of this Agreement within two years of such “Material Change”, Paragraphs 10(a) and 10(b) of this agreement  are deemed void ab initio and replaced with Section III of the Plan titled Change of Control Benefits.  In addition to the Change of Control Benefits, a reasonable allowance will be provided to move your personal possessions from Bermuda to the U.K. within six (6) months of such Separation of Service or non-renewal of this Agreement resulting from a “Material Change”.

You recognize that, by reason of your employment hereunder, you may acquire confidential information and trade secrets concerning the operation of the Group and of the clients of the Group, the use or disclosure of which could cause the Group substantial loss and damages that could not be readily calculated and for which no remedy under applicable law would be adequate.  Accordingly, you covenant and agree with the Company that you will not, either during the term of your employment hereunder or at any time thereafter, disclose, furnish or make accessible to any person, firm or corporation (except in the ordinary course of business in performance of your obligations to the Group hereunder or with the prior written consent of the Company pursuant to authority granted by a resolution of the Company) any confidential information that you have learned or may learn by reason of your association with the Group.  As used in this Paragraph 12, the term "confidential information" shall include, without limitation, information not previously disclosed to the public or to the trade by the Group with respect to the business or affairs of the Group including, without limitation, information relating to business opportunities, trade secrets, systems, techniques, procedures, methods, inventions, facilities, financial information, business plans or prospects.  Upon termination of this Employment Agreement, you shall immediately return to the Company all documents, records and

13.

Without intending to limit the remedies available to the Company, you acknowledge that a breach of the covenants and agreements contained in Paragraph 12 of this Agreement may result in material irreparable injury to the Group for which there is no adequate remedy at law and that it will not be possible to precisely measure damages for such injuries. Therefore, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining you from engaging in activities prohibited by Paragraph 12 or such other relief as may be required specifically to enforce any of the covenants in such Paragraph.

14.

(a)

You agree that throughout the term of your employment, and for a period of six (6) months after termination or cessation of employment for any reason (except for the expiration of this Agreement and your voluntary nonrenewal of employment) you will not engage in, participate in, carry on, own, or manage, directly or indirectly, either for yourself or as a partner, stockholder, investor, officer, director, employee, agent, independent contractor, representative or consultant of any person, partnership, corporation or other enterprise, in any “Competitive Business” in any jurisdiction in which the Company actively conducts business.  For purposes of this Paragraph 14, “Competitive Business” means the property and casualty insurance or reinsurance business.

 

(b)

You acknowledge, with the advice of legal counsel, that you understand the foregoing provisions of this Section 14 and that these provisions are fair, reasonable, and necessary for the protection of the Company’s business.

15.

(a)

You agree that, for a period of twelve (12) months after the termination or cessation of your employment with the Company for any reason, you will not:

i.  

directly or indirectly solicit, attempt to hire, or hire any employee of the Company (or any person who may have been employed by the Company during the last year of your employment with the Company), or assist in such hiring by any other person or business entity or encourage, induce or attempt to induce any such employee to termination his or her employment with the Company; or

ii.  

take action intended to encourage any vendor, supplier, broker, customer, client or trading partner of the Company to cease to do business with the Company or materially reduce the amount of business the vendor, supplier, broker, customer, client or trading partner does with the Company; or

iii.  

materially disparage the Company.

 

(b)

You agree to cooperate with the Company, during the term of this Agreement and at any time thereafter (including following your termination of employment for any reason), by making yourself reasonably available to testify on behalf of the Company, its parents, subsidiaries and affiliates in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, as requested; provided, however that it does not materially interfere with your then current professional activities.  The Company agrees to reimburse you for all reasonable expenses actually incurred in connection with your provision of testimony or assistance.

16.

This Agreement will be binding upon and inure to the benefit of you and the Company and any successors and assigns of the business of the Company.

17.

This Agreement contains all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding your employment and/or this Agreement shall be deemed to exist or to bind any of the parties hereto.

The terms of this Agreement may not be modified or amended except by written instrument signed by the Company and you.

The validity, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the Islands of Bermuda.

20.

Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficiently given if delivered in person, or mailed by certified first class, postage prepaid, or sent by a reputable overnight courier service.  Notices shall be deemed given as of the date delivered or the date entrusted to the Bermuda postal service or an appropriate courier service.

If any one or more of the provisions contained in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof.