Date of report (Date of earliest event reported): March 27, 2013
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PartnerRe Ltd.
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(Exact Name of Registrant
as Specified in Charter)
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Bermuda
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(State or Other Jurisdiction of Incorporation)
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001-14536
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Not Applicable
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(Commission File Number)
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(IRS Employer Identification No.)
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Wellesley House, 90 Pitts Bay Road, Pembroke, Bermuda
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HM 08
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (441) 292-0888
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o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Item 9.01
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Financial Statements and Exhibits
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Exhibit No. | Description |
10.1
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Employment Agreement between PartnerRe Ltd. and Laurie Desmet, dated as of March 27, 2013.
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PartnerRe Ltd.
(Registrant)
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Date:
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April 2, 2013
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By:
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/s/ Marc Wetherhill
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Name:
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Marc Wetherhill
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Title:
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Chief Legal Counsel
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Exhibit No. | Description |
10.1
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Employment Agreement between PartnerRe Ltd. and Laurie Desmet, dated as of March 27, 2013.
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(a)
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The Executive shall serve as Executive Vice President and Chief Operations Officer, Group of the Company and shall report directly to the Chief Executive Officer of the Company (the “CEO”). 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 positions, as well as such other reasonable duties and services consistent with such positions with a multi-national reinsurance company and as may be prescribed from time to time by the CEO. 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.
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(b)
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Subject to (a) above, the Executive also agrees to serve as an officer and/or director of any subsidiary of the Company without additional compensation.
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(c)
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Except during customary vacation periods and periods of illness, the Executive shall, during her employment hereunder, devote substantially her full business time and attention to the performance of services for the Company. The Company hereby acknowledges that the Executive shall be permitted to devote a reasonable amount of her business time, consistent with her duties to the Company and with the prior consent of the CEO, to (a) the management of personal and family investments, (b) serving on the board of directors and/or acting as an officer of any not-for-profit entities that are not engaged in businesses similar to the Company or (c) serving on the board of directors of any private or public companies that are not engaged in businesses similar to the Company; provided that such activities do not materially affect the duties of the Executive owed to the Company.
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(a)
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Base Salary.During the term of the Executive’s employment hereunder, 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 PartnerRe Ltd.’s Board of Directors (the “Compensation Committee”) (which salary, as adjusted from time to time, is referred to herein as “Base Salary”). The Base Salary shall be paid in equal installments in accordance with normal payroll practices of the Company but not
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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.
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(b)
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Annual Incentive. During the term of the Executive’s employment hereunder, the Executive will be eligible to receive annual incentive compensation in an amount based upon PartnerRe’s then applicable fiscal year determined in the sole discretion of the Compensation Committee in accordance with PartnerRe’s Annual Incentive Guidelines (the “Annual Incentive”). The Executive’s target Annual Incentive as a percentage of her Base Salary is set forth on the attached Schedule (the “Target Annual Incentive”). In no event shall the Annual Incentive be paid later than March of the year following the year with respect to which such Annual Incentive is payable.
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(c)
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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 (any such agreement, an “Equity Award Agreement”).
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(d)
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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, as applicable, from time to time. Without limiting the generality of the foregoing, the Executive must submit reimbursement requests within one year after incurring the underlying expense, provided that no reimbursements shall occur more than twelve months after the expense is submitted for reimbursement.
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(e)
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Benefit Plans. During the term of this Agreement, the Executive shall be eligible to participate in all of the applicable benefit plans and perquisite programs of the Company that are available to other executives of the Company, as applicable, on the same terms as such other executives (“Benefit Plans”). The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement so long as such amendment, modification, suspension or termination affects all executives similarly. A list of the current Benefit Plans, in which the Executive is eligible to participate, is set forth on the attached Schedule.
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(a)
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Death, Disability or Retirement
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(i)
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The Executive’s employment hereunder shall terminate upon her death.
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(ii)
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If the Executive shall have qualified for long-term disability benefits under any Company long-term disability insurance arrangement in which she is participating, 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) and the Executive’s employment hereunder shall terminate on the Date of Termination described in Section 6(e) hereof.
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(iii)
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The Executive’s employment hereunder shall terminate upon her retirement. Retirement shall be defined by the policy in place in the Executive’s country of employment in the year of her retirement.
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(b)
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Termination by the Company. The Company may terminate the Executive’s employment hereunder (i) for Cause at any time or (ii) without Cause by providing twelve months’ prior written notice to the Executive. For the 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 its subsidiaries; provided that the Board of Directors of PartnerRe Ltd. (the “Board”) has provided the Executive with written notice identifying the act or acts or failure or failures to act said to constitute Cause and an opportunity for the Executive to cure the deficiency within 30 days after receipt of such notice, or (B) willful and intentional failure to comply in all material respects with the direction of the CEO or the Board, after written notice and the opportunity to correct, or (C) the willful and intentional material breach of this Agreement, or (D) the conviction, a plea of guilty or a plea of no contest of the Executive for 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 her not in good faith and without reasonable belief that her action or omission was in the best interest of the Company.
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(c)
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Termination by the Executive. The Executive may terminate her employment hereunder (i) with Good Reason at any time or (ii) without Good Reason by providing twelve months’ prior written notice to the Company. 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 in a material adverse respect with the Executive’s position, authority, duties or responsibilities with the Company, as applicable, 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
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titles as then in effect, except in connection with the termination of her employment on account of her death, disability, or for Cause, (C) without the Executive’s prior written consent, any reduction in Base Salary and annual benefits in accordance with the provisions of Schedule 1 or (D) change in the condition of employment or (E) any purported termination of the Executive’s employment by the Company which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 6(d) hereof; provided that the Executive has provided the Board with written notice identifying the act or acts or failure or failures to act said to constitute Good Reason within 90 days of the occurrence of such act(s) and the opportunity for the Company to cure the deficiency within 30 days after receipt of such notice.
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(d)
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Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive (other than for death) 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.
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(e)
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Date of Termination. “Date of Termination” shall mean (i) if the Executive’s employment is terminated by her death, the date of her death, (ii) if the Executive’s employment is terminated by her 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 twelve months after such Notice is delivered, or (iv) if the Executive’s employment is terminated by the Company for Cause or if the Executive voluntarily terminates her employment with Good Reason, the date specified in the Notice of Termination, which can be immediate.
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(f)
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Payment in lieu of notice. In lieu of providing Notice of Termination of employment in accordance with Sections 6(d) and 6(e)(iii) hereof and remaining employed by the Company for any notice period specified within such Notice of Termination, the Company may, in its discretion, terminate the Executive’s employment immediately or upon such date as it determines appropriate (the “Section 6(f) Termination Date”) provided that the Company must then pay to the Executive, within a reasonable time period determined by the Board the sum of: (x) her Annual Base Salary and annual benefits as described in Schedule I ; and (y) an amount equal to the average of the Annual Incentive received by the Executive for the three fiscal years prior to the year of the Section 6(f) Termination Date or the target annual incentive for the current year, whichever is the greater, (the “Average Incentive Amount”) prorated based on the number of days elapsed in the current fiscal year as of the Section 6(f) Termination Date.
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(g)
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Removal from Boards and Positions. If the Executive’s employment is terminated for any reason under this Agreement, she shall be deemed to resign (i) if a director, from the Board or Board of Directors of any subsidiary or affiliate of Company,
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(ii) from any position with Company or any subsidiary or affiliate of Company, including, but not limited to, as an officer of the Company or any of its subsidiaries or affiliates.
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(a)
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If (i) the Company terminates the employment of the Executive for Cause or (ii) the Executive terminates her employment without Good Reason, the Company shall pay to the Executive, within 30 days after the Date of Termination, all accrued Base Salary and benefits through the Date of Termination (the “Accrued Benefits”) and within a reasonable period as determined by the Compensation Committee and/or as is administratively practical any Annual Incentive earned in respect of the previous completed fiscal year but not paid as of the Date of Termination. The Company shall have no further obligations to the Executive after the Date of Termination.
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(b)
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If the Executive’s employment terminates due to her death or disability, the Company shall pay to the Executive, or her legal representative or estate, as the case may be, within 30 days after the Date of Termination the following:
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(c)
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If the Executive’s employment terminates for any reason other than the reasons described in Section 7 or subsections (a) or (b) of this Section 8, the Executive shall be entitled to the following payments and benefits: (i) the Accrued Benefits, paid within 30 days after the Date of Termination, (ii) the target Annual Incentive Amount, prorated based on the number of days elapsed in the current fiscal year as of the Date of Termination, paid on the first business day of the seventh month after the Date of Termination, (iii) an amount equal to 12 months’ Base Salary at the rate in effect on the Date of Termination, paid in part as a lump sum equal to 6 months’ Base Salary on the first business day of the seventh month after the Date of Termination and the remainder in equal installments in accordance with the Company’s normal payroll practices, commencing with the first payroll after the sixth month following the Date of Termination, (iv) an amount equal to the target Annual Incentive Amount, paid in part as a lump sum equal to 6/12ths of such target Annual Incentive Amount on the first business day of the seventh month
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after the Date of Termination and the remainder in 6 monthly installments, commencing after the sixth month following the Date of Termination, and (v) the Executive and her dependents, as applicable, shall continue to be eligible to participate in the Company’s health plans on the same basis as an active employee of the Company for a period of 12 months following the Date of Termination (the “Severance Period”) or, if shorter, until the Executive becomes entitled to participate in or receive coverage under health plans of a subsequent employer. For the avoidance of doubt, if the Executive’s employment is terminated pursuant to this subsection (c) of this Section 8, the Executive shall receive any payments to which she is entitled under subsection (f) of Section 6 (to the extent that subsection (f) of Section 6 is applicable) in addition to any payments and benefits to which she is entitled under this subsection (c) of this Section 8.
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(d)
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Notwithstanding the foregoing, if the Executive’s employment terminates for any reason other than those reasons described in Section 7 or subsections (a) or (b) of this Section 8 in connection with a Change in Control as defined in Section 22 hereof, the provisions of Section 22 shall govern.
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(e)
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In the event of the Executive’s termination of employment other than by the Company for Cause or due to the Executive’s death, the Executive agrees to execute a general release in a form acceptable to the Company. The payments and provision of benefits to the Executive required by Section 7 or subsections (b) and (c) of this Section 8 (other than the Accrued Benefits) shall be conditioned on the Executive’s delivery (and non-revocation prior to the expiration of the revocation period contained in the release) of such release.
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(a)
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Solicit, encourage, induce 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 or its affiliates within one year prior to the Executive’s termination;
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(b)
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Solicit or hire any employee of the Company or its affiliates to terminate such employee's employment with the Company; provided
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(c)
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Nothing contained in this Section 12 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.
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(a)
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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.
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(b)
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This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
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(a)
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The parties agree that the provisions of this Agreement may not be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the parties hereto. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
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(b)
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The form and timing of all payments under this Agreement shall be made in a manner which complies with all applicable laws, rules and regulations.
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(c)
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Except as set forth in the Plans, Equity Award Agreements or Benefit Plans, no agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.
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(d)
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Except as otherwise set forth in Section 9 or Section 14 hereof, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Company and the Executive any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.
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1. Annual Base Salary:
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US$530,000
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2. Annual Incentive
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Target 100% of Annual Base Salary For 2013, AI payout will be prorated based on time as an EC member, PartnerRe Ltd.
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3. Promotion Equity Award
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3,000 RSUs on promotion to Executive Vice President and Chief Operations Officer, Group as an Executive Committee member, PartnerRe Ltd.
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4. US Benefit Plans:
Full details of the PartnerRe US Benefit Plans are contained in the official Plan documents, which are available at the office of the Plan Administrator. PartnerRe US reserves the right to modify, discontinue or terminate any benefit or benefit plan and to implement any changes at any time, and for any reason, at its sole discretion
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You will be eligible for all the US Benefit Plans as set-up and administered for all US Company employees, as may be changed from time to time. These currently include:
Health Coverage – Major Medical, Dental and Hospitalization
Group Term Life Insurance
Short and Long Term Disability
Accidental Death and Dismemberment
401k Plan
Restoration and Salary Deferral Plan
5 weeks vacation per calendar year
Personal/Floating Days: 5 per calendar year
Paid Holidays: 10 per calendar year
Free Parking
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5. Tax Advice
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Entitled to reimbursement of reasonable tax advice and preparation costs.
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6. Continuous Service:
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Your original employment start date with PartnerRe Ltd. of December 4, 2004 will be maintained for the calculation of service related benefits.
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