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EX-10 4 april2007jvtemplagrmtamndmt.htm AMENDMENT OF EMPLOYMENT AGREEMENT - TARANTO

AMENDMENT OF

EMPLOYMENT AGREEMENT

WHEREAS, Everest Reinsurance Company (the “Company”), Everest Reinsurance Holdings, Inc. (“Holdings”) and Joseph V. Taranto (“Taranto”) were parties to an employment agreement effective as of January 1, 2000 (as amended to date, the “Employment Agreement”);

WHEREAS, pursuant to a restructuring of Holdings, Holdings became a wholly-owned subsidiary of Everest Re Group, Ltd. (“Everest Group”);

WHEREAS, in connection with the restructuring, Everest Group established a wholly-owned subsidiary, Everest Global Services, Inc. (“Everest Services”);

WHEREAS, the Employment Agreement was thereafter amended in connection with the restructuring to reflect the restructuring and the establishment of Everest Services and Taranto’s employment by Everest Services and Holdings;

WHEREAS, (a) Taranto has previously transferred to employment with Everest Services; (b) as required under the Employment Agreement, Everest Services has been substituted for the Company under the Employment Agreement; (c) Everest Services has adopted and has become a party to the Employment Agreement under which Taranto provides services for the Company, Everest Group and Holdings and those companies have agreed to cause payment to be made to Taranto for such services; and (d) the Employment Agreement has been previously amended to reflect all of the foregoing transactions;

WHEREAS, the Employment Agreement was further amended on August 31, 2005, extending the term of Taranto’s employment to March 31, 2008, in consideration for which amendment Everest Group took the following actions, which prior actions shall remain in full force and effect:

 

(a)

Everest Group awarded to Taranto 40,000 fully paid restricted shares in accordance with the Everest Re Group, Ltd. 2002 Stock Incentive Plan;

 

(b)

Everest Group amended all prior Restricted Stock Award Agreements to which Taranto is a party under the Everest Re Group, Ltd. 2002 Stock Incentive Plan, replacing Paragraph 3(a) thereof in its entirety with the following new Paragraph 3(a):

(a) The Participant shall become vested in the Covered Shares on March 31, 2008, provided his employment has not been terminated for cause as that term is defined in the Participant’s Employment Agreement with the Corporation or its subsidiaries, and further provided that such accelerated vesting shall be effective only if the operation thereof would not cause the Covered Shares to be treated, in whole or in part, as “deferred compensation” for purposes of section 409A of the Internal Revenue Code. The Participant shall also become vested in the Covered Shares as of the Date of Termination prior to the date the Covered Shares would

 

 

 

 

 

 


otherwise become vested, if the Date of Termination occurs by reason of the Participant’s death or disability.”

 

(c)

Everest Group amended all Non-Qualified Stock Option Award Agreements to which Taranto is a party under the Everest Re Group, Ltd. 2002 Stock Incentive Plan by replacing Paragraph 2(c) thereof in its entirety with the following new Paragraph 2(c):

(c) Notwithstanding the foregoing, the options shall become fully vested and exercisable as follows:

 

(i)

on March 31, 2008, provided that Participant’s employment has not been terminated for cause as that term is defined in Participant’s Employment Agreement with the Corporation or its Subsidiaries, and further provided that such accelerated vesting shall be effective only if the operation thereof would not cause the options to be treated, in whole or in part, as “deferred compensation” for purposes of section 409A of the Internal Revenue Code; or

 

(ii)

if the Participant retires after attaining age 65, or earlier with the consent of the Corporation; or

 

(iii)

if the Participant’s employment is terminated by death or disability as determined by the Committee.”

WHEREAS, the parties have now agreed to a further modification to the Employment Agreement and it is now desirable to amend the Employment Agreement to reflect such modification; and

WHEREAS, the Company, Holdings, Everest Group and Everest Services have consented to such amendment.

NOW, THEREFORE, the Employment Agreement is hereby amended, effective as of April 5, 2007, by substituting the following for Section 2 of the Employment Agreement:

 

2.

Term.

The term of employment under this Agreement shall commence as of January 1, 2001 (the ‘Appointment Date’) and shall continue through December 31, 2009, unless sooner terminated in accordance with this Agreement.”

 

 

 

 

 

 


IN WITNESS WHEREOF, the parties have executed this amendment to the Employment Agreement as of April 5, 2007.

 

EVEREST REINSURANCE
HOLDINGS, INC.

 

EVEREST REINSURANCE COMPANY

 

 

 

/s/ SANJOY MUKHERJEE

 

/s/ SANJOY MUKHERJEE

Sanjoy Mukherjee
Senior Vice President

 

Sanjoy Mukherjee
Senior Vice President

 

 

 

 

 

 

 

 

 

EVEREST RE GROUP, LTD.

 

EVEREST GLOBAL SERVICES, INC.

 

 

 

/s/ SANJOY MUKHERJEE

 

/s/ SANJOY MUKHERJEE

Sanjoy Mukherjee
Senior Vice President

 

Sanjoy Mukherjee
Senior Vice President

 

 

 

 

 

 

 

 

/s/ JOSEPH V. TARANTO

 

 

Joseph V. Taranto

 

 

 

 

 

 

 

 

 

 

 

 

 

 



EX-10 4 exh101.htm AMENDMENT TO EMPLOYMENT AGREEMENT

 

AMENDMENT OF EMPLOYMENT AGREEMENT (“Amendment”)

 

WHEREAS, Everest Reinsurance Company (the “Company”), Everest Reinsurance Holdings, Inc. (“Holdings”) and Joseph V. Taranto (“Taranto”) were parties to an employment agreement effective as of January 1, 2000, as amended (the “Employment Agreement”); and

 

WHEREAS, pursuant to a restructuring of Holdings, Holdings became a wholly-owned subsidiary of Everest Re Group, Ltd. (“Everest Group”); and

 

WHEREAS, in connection with the restructuring, Everest Group established a subsidiary, Everest Global Services, Inc. (“Everest Services”); and

 

WHEREAS, the Employment Agreement was thereafter amended in connection with the restructuring to reflect the restructuring and the establishment of Everest Services and Taranto’s employment by Everest Services and Holdings; and

 

WHEREAS, (a) Taranto has previously transferred to employment with Everest Services; (b) as required under the Employment Agreement, Everest Services has been substituted for the Company under the Employment Agreement; (c) Everest Services has adopted and has become a party to the Employment Agreement under which Taranto provides services for Everest Reinsurance Company, Everest Group and Holdings and those companies have agreed to cause payment to Taranto for such services; and (d) the Employment Agreement has been previously amended to reflect all of the foregoing transactions; and

 

WHEREAS, the parties have now agreed to a further modification to the Employment Agreement and it is now desirable to amend the Employment Agreement to reflect such modification; and

 

 

WHEREAS, the Company and Everest Group have consented to such amendment; and

 

WHEREAS, in consideration for and as an inducement to Taranto extending his employment with and continuing to provide services to Holdings, Everest Services and the Company and amending the Employment Agreement as set forth herein, Everest Group shall, upon Taranto’s execution of this Amendment,:

 

 

(a)

Award to Taranto 40,000 fully paid restricted shares in accordance with the Everest Re Group, Ltd.

 

 

2002 Stock Incentive Plan to be evidenced by the Restricted Stock Award Agreement substantially in

 

the form attached hereto; and

 

 

 

(b)

Amend all Restricted Stock Award Agreements to which Taranto is a party under the Everest Re Group, Ltd. 2002 Stock Incentive Plan, replacing Paragraph 3(a) thereof in its entirety with the following new Paragraph 3(a):  

 

(a) The Participant shall become vested in the Covered Shares on March 31, 2008, provided his employment has not been terminated for cause as that term is defined in the Participant’s Employment Agreement with the Corporation or its subsidiaries, and further provided that such accelerated vesting shall be effective only if the operation thereof would not cause the Covered Shares to be treated, in whole or in part, as “deferred compensation” for purposes of section 409A of the Internal Revenue Code. The Participant shall also become vested in the Covered Shares as of the Date of Termination prior to the date the Covered Shares would otherwise become vested, if the Date of Termination occurs by reason of the Participant’s death or disability.”

 

 



 

 

 

(c)

Amend all Non-Qualified Stock Option Award Agreements to which Taranto is a party under the Everest Re Group, Ltd. 2002 Stock Incentive Plan by replacing Paragraph 2(c) thereof in its entirety with the following new Paragraph 2(c):

 

(c) Notwithstanding the foregoing, the options shall become fully vested and exercisable as follows:

 

 

(i)

on March 31, 2008, provided that Participant’s employment has not been terminated for

cause as that term is defined in Participant’s Employment Agreement with the Corporation

or its Subsidiaries, and further provided that such accelerated vesting shall be effective only

if the operation thereof would not cause the options to be treated, in whole or in part, as

deferred compensation” for purposes of section 409A of the Internal Revenue Code; or

 

 

(ii)

if the Participant retires after attaining age 65, or earlier with the consent of the

 

Corporation; or

 

 

 

(iii)

if the Participant’s employment is terminated by death or disability as determined by the

Committee.” and

 

WHEREAS, in the event the accelerated vesting of restricted stock and options set forth in the amended award agreements cause them to be treated, in whole or in part, as “deferred compensation” for purposes of Section 409A of the Internal Revenue Code, Everest Group shall make such arrangements as are reasonably satisfactory to Taranto to provide him with benefits of equivalent value to such acceleration.

 

NOW, THEREFORE, the Employment Agreement is hereby amended, effective as of August 31, 2005 by substituting the following for Section 2 of the Employment Agreement:

 

2. Term. The term of employment under this agreement shall commence as of January 1, 2000 (the ‘Appointment Date’) and shall continue through March 31, 2008 unless sooner terminated in accordance with this Agreement.”

 

IN WITNESS WHEREOF, the parties have executed this amendment to the Employment Agreement as of August 31, 2005.

 

 

 

Everest Reinsurance Company

Everest Reinsurance Holdings, Inc.

 

 

By:

/s/ Joseph A. Gervasi

By:

/s/ Joseph A. Gervasi

 

 

Joseph A. Gervasi

Joseph A. Gervasi

 

 

Senior Vice President

Senior Vice President

 

 

 

Everest Re Group, Ltd.

Everest Global Services, Inc.

 

 

By:

/s/ Joseph A. Gervasi

By:

/s/ Joseph A. Gervasi

 

Joseph A. Gervasi

   Joseph A. Gervasi

 

 

Senior Vice President

   Senior Vice President

 

 

 

 

/s/ Joseph V. Taranto

 

Joseph V. Taranto

 

 



 

 

EVEREST RE GROUP, LTD.

2002 STOCK INCENTIVE PLAN

 

RESTRICTED STOCK AWARD AGREEMENT

 

 

This Agreement is made as of the Grant Date (as defined in paragraph 1 below), by and between Everest Re Group, Ltd. (the "Corporation") and the Participant.

 

WHEREAS, the Corporation maintains the Everest Re Group, Ltd. 2002 Stock Incentive Plan (the "Plan"), which is incorporated into and forms part of this Agreement, and the Participant has selected by the committee administering the Plan (the “Committee”) to receive a Restricted Stock Award under the Plan;

 

NOW, THEREFORE, IT IS AGREED, by and between the Corporation and the Participant, as follows;

 

1.            Terms of Award. The following terms used in this Agreement shall have the meanings set forth in this paragraph 1:

 

(a)

The “Participant” is Joseph V. Taranto.

 

(b)

The “Grant Date” is August 31, 2005.

 

(c)

The number of “Covered Shares” is 40,000 shares of Stock. “Covered Shares” are shares of Stock granted under this Agreement and are subject to the terms of this Agreement and the Plan.

 

(d)

Other capitalized terms used in this Agreement are as defined herein, or as defined in the Plan.

2.            Award. The Participant is hereby granted the number of Covered Shares set forth in paragraph 1.

 

 



 

 

3.            Restriction on Transfer and Forfeiture of Shares. If the Date of Termination (as defined below) does not occur during the Restricted Period with respect to any Installment of the Covered Shares, then, at the end of the Restricted Period for such shares, the Participant shall become vested in those Covered Shares, and shall own the shares free of all restrictions otherwise imposed by this Agreement. With respect to all Covered Shares, the Restricted Period shall begin on the Grant Date. The Restricted Period with respect to each Installment shown on the schedule shall end on the Vesting Date applicable to such Installment:

INSTALLMENT

VESTING DATE APPLICABLE
TO INSTALLMENT

1/5 of Covered Shares

First Anniversary of the Grant Date

1/5 of Covered Shares

Second Anniversary of the Grant Date

1/5 of Covered Shares

Third Anniversary of the Grant Date

1/5 of Covered Shares

Fourth Anniversary of the Grant Date

1/5 of Covered Shares

Fifth Anniversary of the Grant Date

 

Notwithstanding the foregoing provisions of this paragraph 3, the Participant shall become vested in the Covered Shares, and become owner of the shares free of all restrictions otherwise imposed by this Agreement, prior to the end of the Restricted Period, as follows:

 

(a)

The Participant shall become vested in the Covered Shares on March 31, 2008, provided his employment has not been terminated for cause as that term is defined in the Participant’s Employment Agreement with the Corporation or its subsidiaries. The Participant shall also become vested in the Covered Shares as of the Date of Termination prior to the date the Covered Shares would otherwise become vested, if the Date of Termination occurs by reason of the Participant’s death or disability.

 

 



 

 

 

(b)

The Participant shall become vested in the Covered Shares as of the Date of Termination prior to the date the Covered Shares would otherwise become vested, if the Date of Termination occurs by reason of the Participant’s retirement after the age of 65, or at an earlier age with the consent of the Committee.

Covered Shares may not be sold, assigned, transferred, pledged or otherwise encumbered until the expiration of the Restricted Period or, if earlier, until the Participant is vested in the shares. Except as otherwise provided in this paragraph 3, the Participant shall forfeit the unvested Covered Shares as of a Date of Termination that occurs during the Restricted Period, unless the Committee shall determine in a particular case that such forfeiture would not be in the best interest of the Corporation. For purposes of this paragraph, "Date of Termination" shall mean the termination of employment with the Corporation for any reason whatsoever, whether voluntary or involuntary, except that a transfer of a Participant from the Corporation to a Subsidiary or affiliate of the Corporation, whether or not incorporated, or vice versa, or from one Subsidiary or affiliate of the Corporation to another, and a leave of absence duly authorized in writing by the Corporation shall not be deemed a termination of employment.

 

4.

Deposit of Covered Shares.

 

(a)

In order to induce the Corporation to issue to the Participant the Covered Shares, the Participant consents to the deposit with the Secretary of the Corporation, or such other person as designated by the Committee, the certificates evidencing the Covered Shares, together with stock powers or other instruments of transfer required by the Corporation or its counsel appropriately endorsed in blank by him. Such deposit shall remain in effect until the time the Corporation reacquires the Covered Shares under and pursuant to the terms and provisions of the Plan and this Agreement or until such Covered Shares shall be released from restriction under the Plan and this Agreement. Notwithstanding anything in this Agreement to the contrary, the Participant shall have no rights as a shareholder with respect to any Covered Shares until the date the Participant becomes a holder of record with respect to such shares.

 

 



 

 

 

(b)

The Participant consents to the appointment of the Secretary of the Corporation, in his or her official capacity, and his or her successor in office, or any other person that may be appointed by the Committee under the Plan, as escrow agent ("Escrow Agent") for said shares during the Restricted Period. If during the Restricted Period, the Participant's employment with the Corporation is terminated, and shares of the Covered Shares are forfeited, the Participant authorizes the Escrow Agent to cause such certificate or certificates to be cancelled on the stock record books of the Corporation. The Participant agrees that the Escrow Agent is acting merely as a depository and shall have no liability hereunder except as a depository to retain the Covered Shares and to dispose of them in accordance with the terms of this Agreement and the Plan. If the Escrow Agent is notified of any adverse claim or demand by a person, she is hereby authorized to hold such certificates until the dispute shall have been settled by the parties and notice submitted to her by persons so interested, or until the rights of the parties have been fully adjudicated in a court of competent jurisdiction. So long as the Covered Shares are held in escrow, the Participant shall be entitled to all rights of a stockholder with respect thereto, except as may be limited by the terms of the Plan and this Agreement.

 

(c)

During the Restricted Period, certificates evidencing the Covered Shares shall bear the following additional legend:

"These shares have been issued pursuant to the Everest Re Group, Ltd. 2002 Stock Incentive Plan ("Plan") and are subject to forfeiture to Everest Re Group, Ltd. (the "Corporation") in accordance with the terms of the Plan and an Agreement between the Corporation and the person in whose name the certificate is registered. These shares may not be sold, pledged, exchanged, transferred, hypothecated or otherwise disposed of except in accordance with the terms of said Plan and said Agreement."

 

 

5.

Dividends and Voting Rights.

 

(a)

The Participant shall be entitled to receive any dividends paid with respect to the Covered Shares that become payable during the Restricted Period; provided,

 



 

however, that no dividends shall be payable to or for the benefit of the Participant for Covered Shares with respect to record dates occurring prior to the Grant Date, or with respect to record dates occurring on or after the date, if any, on which the Participant has forfeited those Covered Shares; provided further, that, any shares of Stock received by a recipient as a stock dividend, or as a result of stock splits, recapitalizations, combinations, exchanges of shares, reorganizations, mergers, consolidations or otherwise, directly or indirectly, with respect to the Covered Shares shall have the same status, be subject to this Agreement, and shall bear the same legend as the Covered Shares and shall be delivered to the Escrow Agent to be held under the same terms and conditions as the Covered Shares.

 

(b)

The Participant shall be entitled to vote the Covered Shares during the Restricted Period to the same extent as would have been applicable to the Participant if the Participant was then vested in the shares; provided, however, that the Participant shall not be entitled to vote the shares with respect to record dates for such voting rights arising prior to the Grant Date, or with respect to record dates occurring on or after the date, if any, on which the Participant has forfeited those Covered Shares.

6.            Withholding. The Corporation shall withhold all applicable taxes required by law upon any taxable event with respect to the Award. The Participant may satisfy the withholding obligation by paying the amount of any taxes in cash and/or, with the approval of the Committee, vested shares of Stock may be surrendered by the Participant upon the lapse of the Restricted Period or at the time the Covered Shares are transferred to the Participant. The amount of the withholding and the number of shares to be surrendered shall be determined by the Committee with reference to the Fair Market Value of the Stock when the withholding is required to be made; provided, however, the amount of stock so surrendered may not exceed the minimum required withholding obligation.

7.            Delivery of Stock and Documents. In the event any Covered Shares are forfeited to the Corporation pursuant to the Plan or this Agreement, the Participant shall, to the extent not already deposited with the Escrow Agent, deliver to the Escrow Agent the following: the

 



 

certificate or certificates representing the Covered Shares duly endorsed for transfer and bearing whatever documentary stamps, if any, are necessary, and such assignments, certificates of authority, tax releases, consents to transfer, instruments, and evidences of title of the Participant and of his compliance with the Agreement as may be reasonably required by the Corporation or by its counsel.

8.            Merger or Consolidation. In the event of a merger or consolidation to which the Corporation is a party, or of any other acquisition of a majority of the issued and outstanding shares of Stock involving the exchange or a substitution of the stock of an acquiring corporation for Stock, or of any transfer of all or substantially all of the assets of the Corporation in exchange for the stock of an acquiring corporation, a determination as to whether the stock of the acquiring corporation so received shall be subject to the restrictions set forth in this Agreement shall be made solely by the acquiring corporation. However, such determination shall in no way affect the rights of the Participant as defined in the Plan.

9.            Holding Period. At least six (6) months must elapse from the date of acquisition of the Covered Shares to the date of its disposition.

10.          No Right to Continued Employment. Nothing herein shall obligate the Corporation or any Subsidiary or affiliate of the Corporation to continue the Participant's employment for any particular period or on any particular basis of compensation.

11.          Burden and Benefit. The terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the Participant and his executors or administrators, heirs, and personal and legal representatives.

12.          Execution. No person shall have any rights under this Award unless and until the Participant has executed and delivered this Agreement to the Corporation. By executing this Award Agreement, the Participant shall be deemed to have accepted and consented to any action taken under the Plan by the Committee, the Board of Directors or their delegates.

13.          Modifications. No change or modification of this Agreement shall be valid unless it is in writing and signed by the parties hereto.

 

 



 

 

14.          Entire Agreement. This Agreement, together with the Plan, sets forth all of the promises, agreements, conditions, understandings, warranties and representations, oral or written, express or implied, between the parties hereto with respect to the Covered Shares. The terms and conditions of the Plan are incorporated by reference herein, and to the extent that any conflict may exist between any term or provision of this Agreement and any term or provision of the Plan, the term or provision of the Plan shall control.

15.          Genders. The use of any gender herein shall be deemed to include the other gender and the use of the singular herein shall be deemed to include the plural and vice versa, wherever appropriate.

16.          Notices. Any and all notices required herein shall be addressed: (i) if to the Corporation, to the principal executive office of the Corporation; and (ii) if to the Participant, to his or her address as reflected in the stock records of the Corporation.

17.          Invalid or Unenforceable Provisions. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if the invalid or unenforceable provisions were omitted.

IN WITNESS WHEREOF, the Corporation and the Participant have executed this Agreement as of the day and year first written above.

 

Everest Re Group, Ltd.

 

 

 

By:

                                      

 

 

Joseph A. Gervasi

 

 

Senior Vice President

 

 

 

                                      

 

Joseph V. Taranto

 

 

 

 

 

 

 



<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>employment.txt
<DESCRIPTION>EXHIBIT 10.1 AMENDMENT OF EMPLOYMENT AGREEMENT
<TEXT>
EXHIBIT 10.1

                        AMENDMENT OF EMPLOYMENT AGREEMENT

WHEREAS,  Everest  Reinsurance  Company  (the  "Company"),  Everest  Reinsurance
Holdings,  Inc. ("Holdings") and Joseph V. Taranto were parties to an employment
agreement  effective  as  of  January  1,  2000,  as  amended  (the  "Employment
Agreement"); and

WHEREAS, pursuant to a restructuring of Holdings, Holdings became a wholly-owned
subsidiary of Everest Re Group, Ltd. ("Everest Group"); and

WHEREAS,  in connection  with the  restructuring,  Everest  Group  established a
subsidiary, Everest Global Services, Inc. ("Everest Services"); and

WHEREAS,  the Employment Agreement was thereafter amended in connection with the
restructuring  to reflect the  restructuring  and the  establishment  of Everest
Services; and

WHEREAS,  (a) Taranto has  previously  transferred  to  employment  with Everest
Services;  (b) as required under the Employment Agreement,  Everest Services has
been  substituted  for the Company under the Employment  Agreement;  (c) Everest
Services has adopted and has become a party to the Employment Agreement; and (d)
the  Employment  Agreement  has been  previously  amended to reflect  all of the
foregoing transactions; and

WHEREAS, the parties have now agreed to a further modification to the Employment
Agreement and it is now desirable to amend the  Employment  Agreement to reflect
such modification.

NOW,  THEREFORE,  the Employment  Agreement is hereby  amended,  effective as of
April 18, 2003 by  substituting  the following  for Section 2 of the  Employment
Agreement:

"2. Term.  The term of  employment  under this  agreement  shall  commence as of
January 1, 2000 (the  `Appointment  Date') and shall continue  through March 31,
2006 unless sooner terminated in accordance with this Agreement."

IN WITNESS  WHEREOF,  the parties have executed this amendment to the Employment
Agreement as of April 18, 2003.


Everest Reinsurance Company                   Everest Reinsurance Holdings, Inc.

By: /s/ JOSEPH A. GERVASI                     By: /s/ JOSEPH A. GERVASI
    ---------------------                         ---------------------
    Joseph A. Gervasi                             Joseph A. Gervasi
    Senior Vice President                         Senior Vice President

Everest Re Group, Ltd.                        Everest Global Services, Inc.

By: /s/ JOSEPH A. GERVASI                     By: /s/ JOSEPH A. GERVASI
    ---------------------                         ---------------------
    Joseph A. Gervasi                             Joseph A. Gervasi
    Senior Vice President                         Senior Vice President

                            /s/ JOSEPH V. TARANTO
                            ---------------------
                                Joseph V. Taranto

</TEXT>
</DOCUMENT>

AMENDMENT TO EMPLOYMENT AGREEMENT

 

AMENDMENT OF EMPLOYMENT AGREEMENT (“Amendment”)

 

WHEREAS, Everest Reinsurance Company (the “Company”), Everest Reinsurance Holdings, Inc. (“Holdings”) and Joseph V. Taranto (“Taranto”) were parties to an employment agreement effective as of January 1, 2000, as amended (the “Employment Agreement”); and

 

WHEREAS, pursuant to a restructuring of Holdings, Holdings became a wholly-owned subsidiary of Everest Re Group, Ltd. (“Everest Group”); and

 

WHEREAS, in connection with the restructuring, Everest Group established a subsidiary, Everest Global Services, Inc. (“Everest Services”); and

 

WHEREAS, the Employment Agreement was thereafter amended in connection with the restructuring to reflect the restructuring and the establishment of Everest Services and Taranto’s employment by Everest Services and Holdings; and

 

WHEREAS, (a) Taranto has previously transferred to employment with Everest Services; (b) as required under the Employment Agreement, Everest Services has been substituted for the Company under the Employment Agreement; (c) Everest Services has adopted and has become a party to the Employment Agreement under which Taranto provides services for Everest Reinsurance Company, Everest Group and Holdings and those companies have agreed to cause payment to Taranto for such services; and (d) the Employment Agreement has been previously amended to reflect all of the foregoing transactions; and

 

WHEREAS, the parties have now agreed to a further modification to the Employment Agreement and it is now desirable to amend the Employment Agreement to reflect such modification; and

 

 

WHEREAS, the Company and Everest Group have consented to such amendment; and

 

WHEREAS, in consideration for and as an inducement to Taranto extending his employment with and continuing to provide services to Holdings, Everest Services and the Company and amending the Employment Agreement as set forth herein, Everest Group shall, upon Taranto’s execution of this Amendment,:

 

 

(a)

Award to Taranto 40,000 fully paid restricted shares in accordance with the Everest Re Group, Ltd.

 

 

2002 Stock Incentive Plan to be evidenced by the Restricted Stock Award Agreement substantially in

 

the form attached hereto; and

 

 

 

 

 

 

 

 

(b)

Amend all Restricted Stock Award Agreements to which Taranto is a party under the Everest Re Group, Ltd. 2002 Stock Incentive Plan, replacing Paragraph 3(a) thereof in its entirety with the following new Paragraph 3(a):  

 

(a) The Participant shall become vested in the Covered Shares on March 31, 2008, provided his employment has not been terminated for cause as that term is defined in the Participant’s Employment Agreement with the Corporation or its subsidiaries, and further provided that such accelerated vesting shall be effective only if the operation thereof would not cause the Covered Shares to be treated, in whole or in part, as “deferred compensation” for purposes of section 409A of the Internal Revenue Code. The Participant shall also become vested in the Covered Shares as of the Date of Termination prior to the date the Covered Shares would otherwise become vested, if the Date of Termination occurs by reason of the Participant’s death or disability.”

 

 

 


 

 

 

(c)

Amend all Non-Qualified Stock Option Award Agreements to which Taranto is a party under the Everest Re Group, Ltd. 2002 Stock Incentive Plan by replacing Paragraph 2(c) thereof in its entirety with the following new Paragraph 2(c):

 

(c) Notwithstanding the foregoing, the options shall become fully vested and exercisable as follows:

 

 

(i)

on March 31, 2008, provided that Participant’s employment has not been terminated for

cause as that term is defined in Participant’s Employment Agreement with the Corporation

or its Subsidiaries, and further provided that such accelerated vesting shall be effective only

if the operation thereof would not cause the options to be treated, in whole or in part, as

deferred compensation” for purposes of section 409A of the Internal Revenue Code; or

 

 

(ii)

if the Participant retires after attaining age 65, or earlier with the consent of the

 

Corporation; or

 

 

 

(iii)

if the Participant’s employment is terminated by death or disability as determined by the

Committee.” and

 

WHEREAS, in the event the accelerated vesting of restricted stock and options set forth in the amended award agreements cause them to be treated, in whole or in part, as “deferred compensation” for purposes of Section 409A of the Internal Revenue Code, Everest Group shall make such arrangements as are reasonably satisfactory to Taranto to provide him with benefits of equivalent value to such acceleration.

 

NOW, THEREFORE, the Employment Agreement is hereby amended, effective as of August 31, 2005 by substituting the following for Section 2 of the Employment Agreement:

 

2. Term. The term of employment under this agreement shall commence as of January 1, 2000 (the ‘Appointment Date’) and shall continue through March 31, 2008 unless sooner terminated in accordance with this Agreement.”

 

IN WITNESS WHEREOF, the parties have executed this amendment to the Employment Agreement as of August 31, 2005.

 

 

 

Everest Reinsurance Company

Everest Reinsurance Holdings, Inc.

 

 

By:

/s/ Joseph A. Gervasi

By:

/s/ Joseph A. Gervasi

 

 

Joseph A. Gervasi

Joseph A. Gervasi

 

 

Senior Vice President

Senior Vice President

 

 

 

 

 

 

 

 

 

 

 

Everest Re Group, Ltd.

Everest Global Services, Inc.

 

 

By:

/s/ Joseph A. Gervasi

By:

/s/ Joseph A. Gervasi

 

Joseph A. Gervasi

   Joseph A. Gervasi

 

 

Senior Vice President

   Senior Vice President

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Joseph V. Taranto

 

 

Joseph V. Taranto


<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>1
<FILENAME>ex101.txt
<DESCRIPTION>AMENDMENT OF EMPLOYMENT AGREEMENT
<TEXT>

Exhibit 10.1

                        AMENDMENT OF EMPLOYMENT AGREEMENT

     WHEREAS,  Everest Reinsurance Company (the "Company"),  Everest Reinsurance
Holdings,  Inc. ("Holdings") and Joseph V. Taranto were parties to an employment
agreement  effective  as  of  January  1,  2000,  as  amended  (the  "Employment
Agreement");

     WHEREAS,  pursuant  to a  restructuring  of  Holdings,  Holdings  became  a
wholly-owned subsidiary of Everest Re Group, Ltd. ("Everest Group");

     WHEREAS, in connection with the restructuring,  Everest Group established a
subsidiary, Everest Global Services, Inc. ("Everest Services");

     WHEREAS,  the  Employment  Agreement  was  amended in  connection  with the
restructuring  to reflect the  restructuring  and the  establishment  of Everest
Services;

     WHEREAS,  Taranto has been transferred to employment with Everest Services,
and, as required  under the  Employment  Agreement,  Everest  Services  has been
substituted for the Company under the Employment  Agreement and Everest Services
has adopted and has become a party to the Employment Agreement, all effective as
of the date on which Taranto was transferred to employment with Everest Services
(the "Transfer Date");

     WHEREAS,  it is now desirable to amend the Employment  Agreement to reflect
the actions taken with respect thereto effective as of the Transfer Date;

     NOW, THEREFORE, the Employment Agreement is hereby amended, effective as of
the Transfer Date, in the following particulars:

     1. By substituting the following for the second paragraph of Section 1.1 of
the Employment Agreement:

     "Holdings  hereby employs Taranto and Taranto hereby agrees to serve during
the term of this Agreement without additional compensation, on similar terms and
conditions  as set  forth in the  preceding  paragraph,  as  Chairman  and Chief
Executive  Officer of each of  Holdings  and Everest  Group and,  subject to his
election,  as a director of Everest  Reinsurance  Company and as a director  and
officer  of any  corporation  which is a  subsidiary  or  affiliate  of  Everest
Reinsurance Company, if elected by the stockholders or the board of directors of
such corporation;  provided, however, that in no event shall Taranto be required
to serve as a director of Everest Global  Services,  Inc.  (`Everest  Services')
unless he consents to do so."

<PAGE>


     2.  By  substituting  the  following  for  Section  1.4 of  the  Employment
Agreement:

     "1.4  Notwithstanding  the  foregoing  provisions  of this  Section  1, for
periods  after the date on which  Taranto was  transferred  to  employment  with
Everest  Services  (which  date  shall be  referred  to herein as the  `Transfer
Date'),  Taranto  agrees  that he shall,  as an  employee  of Everest  Services,
provide services for Everest Reinsurance Company,  Everest Group and Holdings as
described in the  foregoing  provisions of this Section 1. For periods after the
Transfer  Date,  (i)  Everest  Services  shall be  substituted  for the  Company
hereunder, (ii) neither Taranto's transfer of employment to Everest Services nor
the substitution of Everest Services for the Company  hereunder shall constitute
a  `Termination  for Good Reason'  within the meaning of Section 8.6 hereof or a
termination of employment with the Company for any other purpose hereunder,  and
(iii)  Taranto  agrees to continue to serve  during the term of this  Agreement,
without additional compensation,  as the Chairman and Chief Executive Officer of
Everest  Reinsurance  Company.  Notwithstanding  any  other  provision  of  this
Agreement,  in no event  shall  Taranto be  required  to serve as a director  of
Everest Services unless he consents to do so."

     3.  By  substituting  the  following  for  Section  6.4 to  the  Employment
Agreement:

     "6.4 For periods after the Transfer Date, Everest Group shall cause Everest
Services to provide Taranto with employee benefit plans, policies,  programs and
arrangements  (including  perquisites) which are substantially  similar to those
provided to similarly  situated  employees of Everest  Reinsurance  Company from
time to time."

     4.  By  substituting  the  following  for  Section  8.8 of  the  Employment
Agreement:

     "8.8 GENERAL; GUARANTY. The obligations of the Everest Reinsurance Company,
Holdings, Everest Group and Everest Services to pay Taranto the compensation and
other benefits  specified herein shall be absolute and  unconditional  and shall
not be affected by any circumstances, including without limitation, any set off,
counterclaim,  recoupment,  defense  or other  right  which any of them may have
against  Taranto or anyone else.  In no event shall Taranto be obligated to seek
other  employment  or take any other action by way of  mitigation of the amounts
payable to him under this Agreement.  To the extent that Everest Services fails,
for any reason, to meet its financial obligations under this Agreement,  Everest
Reinsurance  Company shall have full  responsibility  and liability for all such
obligations."

                                      -2-
<PAGE>
     IN WITNESS  WHEREOF,  the  parties  have  executed  this  amendment  to the
Employment Agreement on the 30th day of March, 2001.


                           Everest Reinsurance Company

                           By: /S/ JANET J. BURAK
                               ------------------------------------------------
                               Janet J. Burak
                               Senior Vice President


                           Everest Reinsurance Holdings, Inc.

                           By: /S/ JANET J. BURAK
                               ------------------------------------------------
                               Janet J. Burak
                               Senior Vice President


                           Everest Re Group, Ltd.

                           By: /S/ JANET J. BURAK
                               ------------------------------------------------
                               Janet J. Burak
                               Senior Vice President


                           Everest Global Services, Inc.

                           By: /S/ JANET J. BURAK
                               ------------------------------------------------
                               Janet J. Burak
                               Senior Vice President


                               /S/ JOSEPH V. TARANTO
                               ------------------------------------------------
                               Joseph V. Taranto



                                      -3-

</TEXT>
</DOCUMENT>



<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>2
<FILENAME>ex102.txt
<DESCRIPTION>AMENDMENT OF EMPLOYMENT AGREEMENT
<TEXT>

Exhibit 10.2

                        AMENDMENT OF EMPLOYMENT AGREEMENT

     WHEREAS,  Everest Reinsurance Company (the "Company"),  Everest Reinsurance
Holdings,  Inc. ("Holdings") and Joseph V. Taranto were parties to an employment
agreement  effective  as  of  January  1,  2000,  as  amended  (the  "Employment
Agreement");

     WHEREAS,  pursuant  to a  restructuring  of  Holdings,  Holdings  became  a
wholly-owned subsidiary of Everest Re Group, Ltd. ("Everest Group");

     WHEREAS, in connection with the restructuring,  Everest Group established a
subsidiary, Everest Global Services, Inc. ("Everest Services");

     WHEREAS,  the  Employment  Agreement  was  amended in  connection  with the
restructuring  to reflect the  restructuring  and the  establishment  of Everest
Services;

     WHEREAS,  Taranto has been transferred to employment with Everest Services,
and, as required  under the  Employment  Agreement,  Everest  Services  has been
substituted for the Company under the Employment  Agreement and Everest Services
has  adopted  and  has  become  a party  to the  Employment  Agreement,  and the
Employment   Agreement  has  been  amended  to  reflect  all  of  the  foregoing
transactions;

     WHEREAS,  the parties  have agreed to certain  other  modifications  to the
Employment Agreement; and

     WHEREAS,  it is now desirable to amend the Employment  Agreement to reflect
the additional modifications agreed to by the parties;

     NOW, THEREFORE, the Employment Agreement is hereby amended, effective as of
April 20, 2001 in the following particulars:

     1. By  substituting  the  following  for the  Section  2 of the  Employment
Agreement:

         "2. Term.

         The term of  employment  under  this  Agreement  shall  commence  as of
January 1,  2000  (the `Appointment  Date') and shall continue through March 31,
2004, unless sooner terminated in accordance with this Agreement."

<PAGE>
     2. By adding the  following  new  Section 5.2 to the  Employment  Agreement
immediately after Section 5.1 thereof:

         5.2 Upon  execution of an amendment to this Agreement which extends the
term of employment under this  Agreement to March 31, 2004 and in  consideration
of such extension, Everest Group shall grant to  Taranto,  Two Hundred  Thousand
(200,000)  non-qualified  options  for the  purchase  of stock of Everest  Group
under,  and subject to the terms of, the  Holdings'  1995 Stock  Incentive  Plan
(which plan was assumed by Everest Group in connection  with the  Restructuring)
(the `Incentive  Plan').  The options granted pursuant to this Section 5.2 shall
be  subject  to the  general  terms and  conditions  of the  Incentive  Plan and
applicable award agreements  issued thereunder and shall vest at the rate of 20%
per year over  five  years,  such  vesting  to occur on each of the  first  five
anniversary dates of the grant."

          IN WITNESS  WHEREOF,  the parties have executed this  amendment to the
     Employment Agreement as of April 20, 2001.


                                Everest Reinsurance Company


                                By: /S/ JANET J. BURAK
                                    -------------------------------------------
                                    Janet J. Burak
                                    Senior Vice President


                                Everest Reinsurance Holdings, Inc.

                                By: /S/ JANET J. BURAK
                                    -------------------------------------------
                                    Janet J. Burak
                                    Senior Vice President


                                Everest Re Group, Ltd.

                                By: /S/ JANET J. BURAK
                                    -------------------------------------------
                                    Janet J. Burak
                                    Senior Vice President


                                Everest Global Services, Inc.

                                By: /S/ JANET J. BURAK
                                    -------------------------------------------
                                    Janet J. Burak
                                    Senior Vice President


                                    /S/ JOSEPH V. TARANTO
                                    -------------------------------------------
                                    Joseph V. Taranto



                                      -2-
</TEXT>
</DOCUMENT>

EX-10 5 april2007jvtchgcntrlamndmt.htm AMENDMENT OF CHANGE OF CONTROL AGREEMENT - TARANTO

AMENDMENT OF

CHANGE OF CONTROL AGREEMENT

WHEREAS, Everest Reinsurance Company (the “Company”), Everest Reinsurance Holdings, Inc. (“Holdings”) and Joseph V. Taranto (“Taranto”) were parties to a Change of Control Agreement effective as of July 15, 1998 (as amended to date, the “Change of Control Agreement”);

WHEREAS, pursuant to a restructuring of Holdings, Holdings became a wholly-owned subsidiary of Everest Re Group, Ltd. (“Everest Group”);

WHEREAS, in connection with the restructuring, Everest Group established a wholly-owned subsidiary, Everest Global Services, Inc. (“Everest Services”);

WHEREAS, the Change of Control Agreement was thereafter amended in connection with the restructuring to reflect the restructuring and the establishment of Everest Services and Taranto’s employment by Everest Services and Holdings;

WHEREAS, (a) Taranto has previously transferred to employment with Everest Services; (b) Everest Services has been substituted for the Company under the Change of Control Agreement; (c) Everest Services has adopted and has become a party to the Change of Control Agreement; and (d) the Change of Control Agreement has been previously amended to reflect all of the foregoing transactions;

WHEREAS, the parties have now agreed to a further modification to the Change of Control Agreement and it is now desirable to amend the Change of Control Agreement to reflect such modification; and

WHEREAS, the Company, Holdings, Everest Group and Everest Services have consented to such amendment;

NOW, THEREFORE, the Change of Control Agreement is hereby amended, effective as of April 5, 2007, by substituting the following for Paragraph F of Section 3 of the Change of Control Agreement:

F.        This Agreement shall terminate on the earliest of: (i) one year following a Material Change; (ii) termination by Taranto of his employment with the Company under circumstances not following a Material Change; (iii) the Company’s termination of Taranto’s employment for Due Cause; or (iv) December 31, 2009, or any date thereafter, provided that sixty days prior written notice of termination of this Agreement is given to Taranto by the Company and Holdings, and further provided that such written notice of termination shall not be effective during any period of time when the Board or Holdings’ Board is aware of any circumstance which could reasonably be expected to result in a Material Change. Termination of this Agreement shall not relieve the Company and Holdings from their respective obligations to Taranto

 

 

 

 

 

 


under this Agreement relating to a Material Change which occurs prior to such termination.”

 

IN WITNESS WHEREOF, the parties have executed this amendment to the Change of Control Agreement as of April 5, 2007.

 

EVEREST REINSURANCE
HOLDINGS, INC.

 

EVEREST REINSURANCE COMPANY

 

 

 

/s/ SANJOY MUKHERJEE

 

/s/ SANJOY MUKHERJEE

Sanjoy Mukherjee
Senior Vice President

 

Sanjoy Mukherjee
Senior Vice President

 

 

 

 

 

 

 

 

 

EVEREST RE GROUP, LTD.

 

EVEREST GLOBAL SERVICES, INC.

 

 

 

/s/ SANJOY MUKHERJEE

 

/s/ SANJOY MUKHERJEE

Sanjoy Mukherjee
Senior Vice President

 

Sanjoy Mukherjee
Senior Vice President

 

 

 

 

 

 

 

 

/s/ JOSEPH V. TARANTO

 

 

Joseph V. Taranto

 

 

 

 

 

 

 

 

 

 

 

 





Exhibit 10.3

                    AMENDMENT OF CHANGE OF CONTROL AGREEMENT

     WHEREAS,  Everest Reinsurance Company (the "Company"),  Everest Reinsurance
Holdings,  Inc. ("Holdings") and Joseph V. Taranto ("Taranto") were parties to a
Change of  Control  Agreement  effective  as of July 15,  1998 (the  "Change  of
Control Agreement");

     WHEREAS,  pursuant  to a  restructuring  of  Holdings,  Holdings  became  a
wholly-owned subsidiary of Everest Re Group, Ltd. ("Everest Group");

     WHEREAS, in connection with the restructuring,  Everest Group established a
subsidiary, Everest Global Services, Inc. ("Everest Services");

     WHEREAS, the Change of Control Agreement was amended in connection with the
restructuring  to  reflect  provisions  relating  to the  restructuring  and the
establishment of Everest Services;

     WHEREAS,  Taranto has been transferred to employment with Everest Services,
Everest  Services was  substituted  for the Company  under the Change of Control
Agreement  and Everest  Services has adopted and become a party to the Change of
Control Agreement, all effective as of the date on which Taranto was transferred
to employment with Everest Services (the "Transfer Date");

     WHEREAS,  it is now  desirable to amend the Change of Control  Agreement to
reflect the actions  taken with  respect  thereto  effective  as of the Transfer
Date;

     NOW,  THEREFORE,  the  Change  of  Control  Agreement  is  hereby  amended,
effective as of the Transfer  Date,  by  substituting  the following for Section
1.J. of the Change of Control Agreement:

     "1.J.  For  periods on and after the  effective  date of the  restructuring
transaction  described  in the  Registration  Statement on Form S-4 (File Number
333-87361)  filed with the Securities  Exchange  Commission by Everest Re Group,
Ltd.  (`Everest  Group')  pursuant  to  which  Holdings  became  a  wholly-owned
subsidiary  of  Everest  Group (the  `Restructuring'),  Everest  Group  shall be
substituted  for Holdings  hereunder and all  references  to Holdings  hereunder
shall be changed to references to Everest Group. In addition,  for periods after
the date  that  Taranto  was  transferred  to  employment  with  Everest  Global
Services,  Inc. (`Everest  Services') (which date shall be referred to herein as
the  `Transfer  Date'),  all  references  herein to the  Company  (other than in
paragraph  1.C  hereof)  shall be changed  to  references  to Everest  Services;
provided, however, that (i) Taranto's transfer of employment from the Company to
Everest  Services  shall not be  treated  as a  termination  of  employment  for
purposes of this Agreement,  and (ii) to the extent that Everest Services fails,
for any  reason,  to meet  its  financial  obligations  hereunder,  the  Everest

<PAGE>
Reinsurance  Company shall have full  responsibility  and liability for all such
obligations."

     IN WITNESS WHEREOF,  the parties have executed this amendment to the Change
of Control Agreement on 30th day of March, 2001.


                                    Everest Reinsurance Company

                                    By: /S/ JANET J. BURAK
                                    -------------------------------------------
                                    Janet J. Burak
                                    Senior Vice President


                                    Everest Reinsurance Holdings, Inc.

                                    By: /S/ JANET J. BURAK
                                    -------------------------------------------
                                    Janet J. Burak
                                    Senior Vice President


                                    Everest Re Group, Ltd.

                                    By: /S/ JANET J. BURAK
                                    -------------------------------------------
                                    Janet J. Burak
                                    Senior Vice President


                                    Everest Global Services, Inc.

                                    By: /S/ JANET J. BURAK
                                    -------------------------------------------
                                    Janet J. Burak
                                    Senior Vice President


                                    /S/ JOSEPH V. TARANTO
                                    -------------------------------------------
                                    Joseph V. Taranto



                                      -2-

</TEXT>
</DOCUMENT>