EXECUTIVE EMPLOYMENT AGREEMENT

 

(a)

The Executive shall serve as Deputy CEO of PartnerRe Global and shall report directly to the Chief Executive Officer of the PartnerRe Global (“CEO PartnerRe Global”).  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 position, as well as such other reasonable duties and services consistent with such position with a multi-national reinsurance company as may be prescribed from time to time by the CEO PartnerRe Global of the Company.    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 PartnerRe Global.

 

(b)

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.

(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 the Board (the "Compensation Committee") (which salary, as adjusted from time to time, is referred to herein as "Base Salary").  Base Salary shall be paid in equal installments in accordance with normal payroll practices of the Company but not less frequently than 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.

 

(b)

Annual Incentive. During the term of the Executive’s employment hereunder, the Executive will be entitled to receive annual incentive compensation in an amount for the Company’s fiscal year determined in the sole discretion of the Compensation Committee in accordance with the Company’s Annual Incentive Guidelines.

 

(c)

Equity. The Executive will be eligible to participate in the equity plans of the Company (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.

 

(d)

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 from time to time.

 

(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 and the Executive qualifies for the Company’s long-term disability benefit, 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) of the Executive's employment hereunder and the Executive's employment hereunder shall terminate on the date provided 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.

 

(b)

Termination by the Company. The Company may terminate the Executive's employment hereunder i) with Cause at any time or ii) without cause by providing six  months written notice to the Executive.  For 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 the Company and its subsidiaries on a consolidated basis, or (B) the conviction of the Executive of 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.

 

(c)

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 six months written notice to the Company. Non-renewal of this contract by the Executive shall be considered to be termination without Good Reason except where the Executive becomes eligible for retirement as defined in Section 6(a)(ii) during the Extension Period. 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 with the Executive's position, authority, duties, responsibilities or status with the Company 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) any reduction in Base Salary or benefits without the Executive's prior written consent, (D) any other material change in the conditions of employment or (E)

 

(d)

Notice of Termination.   Any termination of the Executive's employment by the Company or by the Executive 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.

 

(e)

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 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 six months after such Notice is delivered, (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.

(f)

Payment in lieu of notice. In lieu of providing notice of termination of employment in accordance with section 6d and 6e of this Agreement, the Company may, at its discretion pay the Executive a sum equal to the wages and remuneration and confer on him all other benefits that would have been due up to the expiry of the Date of Termination.

(a)

Upon retirement the Company shall pay the Executive (i) all accrued salary and benefits through the Date of Termination (ii) a pro rata annual incentive for the fiscal year in which the Date of Termination occurs, based on the average annual incentive  received by the Executive for the three calendar years prior to the Date of Termination under Section 5(b), and the number of days elapsed in the current fiscal year as of the Date of Termination and (iii) any other benefits that may be approved by the Board. All equity awards will be treated in accordance with the terms laid down in the Equity Award Agreements.

 

(b)

If (i) the Company terminates the employment of the Executive under Section 6 (b) for Cause, or (ii) the Executive terminates employment without Good Reason, the Executive shall be paid all accrued salary and benefits through the Date of Termination and the Company shall have no further obligations to the Executive after the Date of Termination.

 

(c)

If the Executive’s employment terminates for any reason other than those reasons described in subsection (a) or (b) of this Section 7:  (i) the Executive shall continue to receive his Base Salary from the Company at the rate in effect hereunder on the Date of Termination periodically, in accordance with the Company's prevailing payroll practices, for 6 months (the “Severance Period”) (ii) 1/12th of the average annual incentive  received by the Executive for the three calendar years prior to the Date of Termination under Section 5(b) or such lesser number of years immediately preceding the Date of Termination for which the Executive shall have received an annual incentive  from the Company, or if there are no such years, the annualized target incentive  of the year in which the Date of Termination occurs shall be paid to the Executive by the Company for each full calendar month for the duration of the Severance Period (iii) all vested options granted to the Executive under the Plans will remain exercisable for the duration of the Severance Period or until expiration whichever is sooner (iv) all deliver restrictions on vested equity awards granted to the Executive under the Plans will be lifted (v) and any portion of an equity award  granted to the Executive that would either vest or become exercisable in accordance with its terms during the Severance Period shall so vest or become so exercisable and notwithstanding any provisions of the Plans or the Equity Award Agreement to the contrary shall remain exercisable for the duration of the Severance Period or until expiration whichever is sooner  (vi) the Housing Allowance shall be paid to the Executive for the period ending on the earlier of the date the Executive leaves Zurich or 3 months after the date of Termination and (vii) the Executive and his beneficiaries, as applicable, shall continue to be eligible to participate in the Company’s health and welfare plans on the same basis as an active employee of the Company for the duration of the Severance Period or, if shorter, until the Executive becomes entitled to participate in or receive coverage under health and welfare plans of a subsequent employer.  In addition, the Executive shall be paid (i) all accrued salary and benefits through the Date of Termination and (ii) a pro rata annual incentive for the fiscal year in which the Date of Termination occurs, based on the average annual incentive received by  the Executive for the three calendar years prior to the Date of Termination under Section 5(b) or such lesser number of years immediately preceding the Date of Termination for which the Executive shall have received an annual incentive from the Company, or if there are no such years, the annualized target incentive of the year in which the Date of Termination occurs, and the number of days elapsed in the current fiscal year as of the Date of Termination.  Except as provided in this Section 7(c) and in Sections 7 (d) and (e) hereof, the Company shall have no further obligations to the Executive after the Date of Termination.

 

(d)

Notwithstanding the foregoing, if the Executive’s employment terminates for any reason other than those reasons described in sub section (a) or (b), of this Section 7 in connection with a Change of Control as defined in Section 20, the provisions of Section 20 shall govern.

 

(e)

Upon any termination of the Executive's employment hereunder, the Company will allow the Executive to receive all accrued benefits to which the Executive was entitled under the provisions of the Benefit Plans, and the Company shall have no further obligations to the Executive, except as may be provided under the express terms of this Agreement or of any such Benefit Plans or under the express terms of any option agreements entered into during the term of this Agreement, or in accordance with the survivorship provisions of Section 14 of this Agreement.

 

(a)

Solicit or accept business (i) from any clients of the Company or its affiliates, (ii) from any prospective clients whose business the Company or any of its affiliates is in the process of soliciting at the time of the Executive's termination, or (iii) from any former clients which had been doing business with the Company within one year prior to the Executive's termination;

 

(b)

Solicit any employee of the Company or its affiliates to terminate such employee's employment with the Company; or

 

(c)

Nothing contained in this Section shall prohibit the Executive from making investments in or from serving as an officer or employee of a firm or corporation which is not directly or indirectly engaged in the same type of business as the Company.

 

(a)

This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives or heirs.

 

(b)

This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

 

(c)

The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company (a "Successor Company") to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place; provided, however, that no such succession shall relieve the Company of its obligations hereunder unless the assumption of this Agreement by a Successor Company is approved in writing by the Executive.

Name: Costas Miranthis

Signature:

Title:   Deputy CEO, Global

Name: Patrick Thiele

Signature:

Title:  President and CEO

Annual Salary:

US$515,000, delivered in Swiss Francs at the agreed exchange rate.

Annual Incentive:

Target 100%.

School Fees:

100% of actual school fees incurred in Switzerland for first 3 academic years

Housing Allowance:

Swiss Franc equivalent of US$140,000  per year for 3 years commencing on 1 July 2007. Executive retains any underspend if actual housing costs fall below US$140,000.

Relocation allowance:

US$20,000, net of applicable taxes

Annual tax filing assistance:

Actual costs incurred in filing tax returns in Switzerland and Ireland

Tax planning advice:

Actual one off costs incurred for personal financial planning capped at US$6,000.

Contribution to Retirement Plan:

Employer contribution equal to 15% of annual salary, inclusive of contributions into the Swiss Pension Plan.  The excess contribution over and above the Swiss Pension Plan contributions’ will be paid into the Bermuda Pension Plan.

Tax:

Company pays all Irish income tax, Irish social security and Swiss Social Security contributions payable as a consequence of employment in Ireland

Life insurance:

3 times annual salary.

Health Care Benefits

Executive and Family Members