DATED SEPTEMBER 1, 2002 OVERSEAS PARTNERS LTD. and MARK BRIDGES AMENDED EMPLOYMENT AGREEMENT

(a)

 

The Company hereby appoints the Executive and the Executive hereby agrees to act as President and Chief Executive Officer of the Company and all subsidiaries, with the exception of OP Re for which the Executive will act as Chairman of the Board of Directors and Chief Financial Officer, for an initial Term of Appointment of a period of three (3) years unless this Agreement is: (i) sooner terminated in accordance with paragraph 5 below, or (ii) extended as provided in paragraph 2(b) below. Thus, unless otherwise extended, this Agreement shall terminate effective as of the Scheduled Termination Date.

(b)

 

Commencing on the third anniversary of the Commencement Date and on each annual anniversary of such date, (each a “Renewal Date”), this Agreement, and the Term of Appointment herein granted, shall be automatically extended so as to terminate on the first annual anniversary of each Renewal Date, unless either the Company or the Executive shall give the other written notice, not less than 60 days prior to any Renewal Date, of the election not to so extend this Agreement, in which case this Agreement shall terminate on such Renewal Date.

(a)

 

shall report to the Board and shall exercise such powers and perform such duties as President and Chief Executive Officer as may from time to time be vested in or assigned to him by the Board and shall comply with all reasonable directions from time to time given to him by the Board and with all rules and regulations from time to time laid down by the Company concerning its employees as the Board may from time to time determine.

(b)

 

shall devote his full attention and business time to the business and affairs of the Company, provided, however, that nothing in this Agreement shall preclude the Executive from engaging in activities involving professional, educational, charitable, religious and community organizations, managing his personal investments, and serving on the board of directors of such companies and organizations as agreed to from time to time by the Board, to the extent that the foregoing do not materially inhibit the performance of the Executive’s duties under this Agreement or conflict in any material way with the business and affairs of the Company.

(c)

 

use his best efforts to perform faithfully and efficiently, and to discharge the dealings and responsibilities assumed by him under this Agreement.

(a)

 

The Executive shall be paid by way of remuneration for his services during the Employment hereunder: (i) a base salary at the rate of $29,166.67 per month and (ii) such bonuses or additional remuneration (if any) as the Board, through its Compensation Committee, may from time to time determine in accordance with the “Overseas Partners Ltd. Incentive Plan” based upon a target award of 100% of annual base salary, a minimum award of 50% of annual base salary, and a maximum award of 150% of annual base salary (using the Executive’s annual base salary in effect at the end of the calendar year to which the bonus relates), in each case determined by the performance of the Company and the Executive as adjudged solely by the Compensation Committee. The Compensation Committee shall review the Executive’s base salary and potential bonus award, on an annual basis to determine, in its sole discretion, if and to what extent an increase in base salary and/or the awarding of a bonus or additional remuneration is warranted. The annual review will be completed by March 1 of each year.

(b)

 

The Executive shall be entitled to a Retention & Incentive bonus, payable as of the earliest of (i) April 15, 2005, (ii) a Change of Control, (iii) the Executive’s termination without Cause or (iv) the Executive’s termination of employment for Good Reason. The Target Bonus shall be $2.5 million, and the amount of the bonus payable hereunder shall be adjusted in accordance with the provisions of the Company’s Retention and Incentive Award Plan, subject to a guaranteed minimum bonus of $1.67 million. Such bonus shall not be paid if the Executive’s employment is terminated for Cause or the Executive terminates employment without Good Reason.

(c)

 

In addition to public holidays the Executive will be entitled to thirty (30) days vacation in every calendar year. Unless and until his Employment under this Agreement terminates under any provision herein, salary will continue to be payable during vacations. Vacation days not taken in any calendar year may be carried forward at the sole discretion of the Compensation Committee.

(d)

 

Subject to production, if requested, of medical certificates satisfactory to the Company, salary will not cease to be payable by reason only of the Executive’s incapacity to work due to sickness or accident (unless and until his Employment under the Agreement shall be terminated under any provision herein) but the Company may reduce salary during incapacity by an amount equal to the benefit (excluding any lump sum benefit) which the Executive would be entitled to claim during such incapacity under any sickness or accident insurance policy paid for entirely by the Company (whether or not such benefit is claimed by the Executive).

(e)

 

The Executive shall be entitled to participate in the OPL Bermuda Pension Plan.

(f)

 

The Executive is entitled to all other benefits outlined in the Overseas Partners Ltd./Overseas Partners Re Ltd. Company Handbook, which are not specifically identified in this Agreement.

(g)

 

The Company shall, during the continuance of the Employment of the Executive (including any period of notice) pay a housing allowance of $12,500 per month (retroactive to January 1, 2002) to defray the Executive’s housing cost here in Bermuda. Such amount shall increase by $500 per month on each subsequent January 1. Payments shall be on the 25th day of each month, in arrears for the month in question.

(a)

 

The Employment may be terminated at any time: (i) by the Company with or without Cause, (ii) by the Executive with or without Good Reason or (iii) due to the death or total and permanent disability of the Executive in accordance with the applicable long-term policies of the Company in which the Executive participates.

(b)

 

In the event that the Executive wishes to resign from the Company without Good Reason, the Executive shall provide the Company with three (3) months’ advance written notice and, in such case, the Company may terminate the Executives employment prior to the end of such three (3) month period provided that the Company makes the payments to the Executive described in paragraph (e) below. A termination of the Employment by the Company as provided in the preceding sentence shall not be deemed a termination without Cause or give the Executive grounds to terminate his employment for Good Reason for purposes of paragraph (c) below.

(c)

 

In the event that the Employment is terminated either (i) because it is not extended by the Company pursuant to paragraph 2(b) upon the expiration of the initial Term of Appointment, (ii) following a Change of Control, or (iii) pursuant to paragraph (a) above (A) by the Company without Cause or (B) by the Executive with Good Reason, the Executive shall be entitled to receive, in addition to accrued salary and benefits (including a pro-rata calculation of earned vacation days) payable to the Executive through the Termination Date, the following payments, each of which shall be paid in a lump sum within 14 business days from the Termination Date: (x) an amount equal to the Executive’s bonus entitlement (as determined in paragraph 4(a)), based upon the target level set by the Company for the year in which the Executive’s termination occurs and pro-rated for the period from January 1 of the year in which the termination occurs to the Termination Date, (y) an amount equal to the product of 24 (or, if greater, the number of months remaining through the Scheduled Termination Date) times the Executive’s monthly base salary (as determined in paragraph 4(a)), and (z) an amount equal to the product of 2 (or, if greater, a fraction equal to the number of months remaining through the Scheduled Termination Date divided by 12) times the Executive’s bonus entitlement (as determined in paragraph 4(a)), based upon the target level set by the Company for the year in which the Executive’s termination occurs. In addition, in the event of a termination of Employment described in this paragraph 5(c), the Executive shall receive continuation of his monthly housing allowance (as that amount is determined in paragraph 4(g) above) and his medical benefits (as that amount is determined pursuant to paragraph 4(f) above) for 24 months; provided, however that such continued payment of the Executive’s monthly housing allowance and medical benefits shall cease if the Executive obtains full-time employment or leaves Bermuda.

(d)

 

In the event of the termination of the Employment for one of the reasons described in paragraph (c) above, all outstanding grants of restricted stock, stock options and stock appreciation rights previously granted to the Executive by the Company will automatically become fully vested as of the date of such termination, notwithstanding anything to the contrary contained in the terms or provisions of the Company’s Incentive Compensation Plan.

(e)

 

In the event that the Employment is terminated pursuant to paragraph (a) above: (i) by the Company for Cause or (ii) by the Executive without Good Reason; the Executive shall be entitled to receive only his accrued salary and benefits (including a pro-rata calculation of earned vacation days) payable through the Termination Date or otherwise payable under plans maintained by the Company in accordance with their terms and nothing else. In addition, in the event that the Executive terminates his Employment with the Company without Good Reason in accordance with paragraph 5(b) of this Agreement, the Company shall be required (even if the Company subsequently elects to terminate the Employment of the Executive prior to the effective date of his termination in accordance with paragraph 5(b) of this Agreement) to continue to provide the Executive with his salary and benefits until the earlier of the effective date of his termination and the end of the Term of Appointment.