EX-10 4 addessoagreement.htm ADDESSO EMPLOYMENT AGREEMENT

[Letterhead]

 

Everest Re Group, Ltd.

Wessex House

45 Reid Street, 2nd Floor

Hamilton HM DX, Bermuda

 

May 5, 2009

 

Dominic J. Addesso

261 Squaw Trail

Andover, New Jersey 07821

 

Re: Employment Agreement

 

Dear Mr. Addesso:

 

This letter (“Agreement”) is to confirm that Everest Global Services, Inc. (“Company”) wishes to make you an offer of employment subject to the following terms and conditions. The term “Group” as used in this letter shall refer to Everest Re Group, Ltd. and all its subsidiaries and affiliates as now or hereafter constituted.

 

1.

(a)

The terms of this Agreement will commence on May 8, 2009 and, unless terminated sooner or unless extended in writing, will terminate on May 7, 2010.

 

 

 

 

(b)

You will be employed by the Company as Executive Vice President and Chief Financial Officer.

 

 

 

 

(c)

During the term of your employment, you shall not engage in any activities competitive with the business of the Group or detrimental to the best interests of the Group.

 

 

 

2.

(a)

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 $500,000 per annum payable according to the Company’s normal payroll schedule, subject to increases, if any, as determined and approved by the Compensation Committee of Everest Re Group, Ltd.

 

 

 

 

(b)

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. For March 2010, you will be eligible for a target bonus of up to $500,000.

 

 

 

 

(c)

Within 30 days of your employment, you will be granted restricted shares of Everest Re Group, Ltd. stock valued at approximately $500,000 in accordance with the Company’s 2002 Stock Incentive Plan as Amended May 2006. This grant is subject to approval by the Everest Re Group, Ltd. Compensation Committee.  Restricted shares vest twenty percent per year over a five-year period while you remain employed with the Company.

 

 

D. Addesso

May 5, 2009

 

 

(d)

You are eligible to participate in the Senior Executive Change of Control Plan as amended and restated effective January 1, 2009. A copy of the Plan is enclosed with this Agreement. Subject to approval by the Everest Re Group, Ltd. Compensation Committee, you will receive a letter confirming your Change of Control participation within 30 days of your employment.

 

3.

 

Vacation days will be earned on a prorated basis throughout the year under the Everest Vacation Plan. You will be eligible to earn 17 paid vacation days in 2009 and 25 paid vacation days annually thereafter.

 

 

4.

(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, all remaining restricted shares granted in Paragraph 2(c) of this Agreement shall immediately be vested and a separation payment of $500,000 will be made to you. “Misconduct” shall be defined as any activity as set forth in Paragraph 4(c) below.

 

 

 

 

(b)

During, and for a period of 1 year after the termination of employment with the Company, you will not: (i) knowingly interfere with, disrupt or attempt to disrupt, any then existing relationship, contractual or otherwise between the Company, its subsidiaries, or affiliated entities, and any customer, client, supplier, or agent; (ii) solicit, or assist any other entity in soliciting for employment, any person known to you to be an agent or executive employee of the Company, its subsidiaries or affiliated entities; or (iii) except where the termination of employment occurs as a result of the expiration of the term of this Agreement, accept any position of employment as an executive officer of any company engaged in the property and casualty insurance or reinsurance business.

 

 

 

 

(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 4(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) willful misfeasance or gross negligence by you in a matter of material importance to the conduct of the Group’s affairs; (ii) your negligence having an adverse effect, financial or otherwise, on the Group or on the conduct of the Group’s affairs; (iii) 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 (iv) your conviction or indictment for a criminal offense.

 

 

 

5.

 

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 5, the term “confidential information” shall include, without limitation, information not previously disclosed to the public or any governmental agency by

 

 

D. Addesso

May 5, 2009

 

 

 

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 information in your possession (whether in paper or electronic format) and shall affirmatively confirm and represent that you have not retained any copies thereof.

 

 

 

6.

 

Without intending to limit the remedies available to the Company, you acknowledge that a breach of the covenants and agreements contained in Paragraph 5 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 5 or such other relief as may be required specifically to enforce any of the covenants in such Paragraph. You agree to reimburse and indemnify the Company for all legal fees and costs.

 

 

 

7.

 

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.

 

8.

 

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.

 

 

 

9.

 

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

 

 

 

10.

 

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

 

 

 

11.

 

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.

 

 

 

12.

 

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.

 

 

 
 

D. Addesso

May 5, 2009

 

By signing this letter in the space provided below, you acknowledge the Company has recommended that you consult with an attorney prior to commencing your employment under the terms set forth in this Agreement.

 

Your signature below also acknowledges that you are hereby given ten days to consider this Agreement and that the ten-day period is sufficient time for you to review and evaluate the terms and conditions set out above.

 

Sincerely,

 

 

/S/JOSEPH V. TARANTO

Joseph V. Taranto

Chairman and Chief Executive Officer

 

 

CONFIRMED AND ACCEPTED:

 

/S/ DOMINIC J. ADDESSO

May 6, 2009

Dominic J. Addesso

Date