RE » Topics » Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

This excerpt taken from the RE 8-K filed Oct 20, 2008.

Item 1.01              ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On October 16, 2008, the registrant entered into an Employment Agreement with Mark S. de Saram, Managing Director and CEO of the registrant’s wholly owned subsidiary Everest Reinsurance (Bermuda), Ltd. This Employment Agreement replaces the prior employment agreement entered into on October 31, 2006 between the registrant and Mr. de Saram and which expires on November 1, 2008. A copy of the Employment Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(c)

Exhibits

 

 

Exhibit No.

Description

 

 

10.1

Employment Agreement with Mark S. de Saram

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

EVEREST RE GROUP, LTD.

 

 

By: /S/ CRAIG EISENACHER                      

Craig Eisenacher

 

Executive Vice President and

Chief Financial Officer

 

Dated: October 20, 2008

 


 

EXHIBIT INDEX

 

Exhibit

Number

Description of Document

Page No.

 

10.1

Employment Agreement with Mark S. de Saram

5

 

 

 

This excerpt taken from the RE 8-K filed Apr 6, 2007.

Item 1.01        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On April 5, 2007, the registrant entered into an amendment of the Employment Agreement with Joseph V. Taranto, its Chairman and Chief Executive Officer, a copy of which amendment is filed herewith as Exhibit 10.1 and incorporated herein by reference. The amendment extends the term of Mr. Taranto’s employment until December 31, 2009. The registrant also entered into an amendment of the Change of Control Agreement with Joseph V. Taranto, a copy of which amendment is filed herewith as Exhibit 10.2 and incorporated herein by reference. The amendment changes the termination date of Mr. Taranto’s Change of Control Agreement to December 31, 2009.

 

Item 7.01

REGULATION FD DISCLOSURE

 

On April 6, 2007, the registrant issued a news release announcing the extension of the Chairman and Chief Executive Officer’s employment agreement. A copy of that news release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(c)

Exhibits

 

 

Exhibit No.

Description

 

 

10.1

Amendment of Employment Agreement with

 

Joseph V. Taranto

 

 

10.2

Amendment of Change of Control Agreement with

 

Joseph V. Taranto

 

 

99.1

News Release of the registrant,

dated April 6, 2007

 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

EVEREST RE GROUP, LTD.

 

 

 

 

 

 

 

 

 

 

 

 

 

By:


/s/ CRAIG EISENACHER

 

 

 

Craig Eisenacher

Executive Vice President and

Chief Financial Officer

 

 

 

Dated: April 6, 2007

 

 

 


EXHIBIT INDEX

 

Exhibit

Number

Description of Document

Page No.

 

10.1

Amendment to Employment Agreement

 

with Joseph V. Taranto

5

 

10.2

Amendment to Change of Control Agreement

 

with Joseph V. Taranto

8

 

99.1

News Release of the registrant,

 

dated April 6, 2007

10

 

 

 

 

This excerpt taken from the RE 8-K filed Dec 5, 2006.

Item 1.01        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On November 29, 2006, the registrant entered into an Employment Agreement with Craig E. Eisenacher, its Executive Vice President and Chief Financial Officer, effective December 18, 2006. A copy of the Employment Agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(c)

Exhibits

 

 

Exhibit No.

Description

 

 

10.1

Employment Agreement with Craig E. Eisenacher

 

 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

EVEREST RE GROUP, LTD.

 

 

 

 

 

 

By:

 


/s/ KEITH T. SHOEMAKER

 

 

 

Keith T. Shoemaker

Comptroller

(Principal Accounting Officer)

 

 

Dated: December 5, 2006

 

 

 


EXHIBIT INDEX

 

Exhibit

Number

Description of Document

Page No.

 

10.1

Employment Agreement with Craig E. Eisenacher

5

 

 

 

 

This excerpt taken from the RE 8-K filed Nov 3, 2006.

Item 1.01        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On October 31, 2006, the registrant entered into an Employment Agreement with Mark S. de Saram, Managing Director and CEO of the registrant’s wholly owned subsidiary Everest Reinsurance (Bermuda), Ltd. This Employment Agreement replaces the prior employment agreement entered into on October 14, 2004 between the registrant and Mr. de Saram and which expired on November 1, 2006. A copy of the Employment Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

 

 

Item 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(c)

Exhibits

 

 

Exhibit No.

Description

 

 

10.1

Employment Agreement with Mark S. de Saram

 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

EVEREST RE GROUP, LTD.

 

 

 

 

 

 

By:

 


/s/ STEPHEN L. LIMAURO

 

 

 

Stephen L. Limauro

Executive Vice President and

Chief Financial Officer

 

 

Dated: November 3, 2006

 

 

 


EXHIBIT INDEX

 

Exhibit

Number

Description of Document

Page No.

 

10.1

Employment Agreement with Mark S. de Saram

5

 

 

 

This excerpt taken from the RE 8-K filed Aug 28, 2006.

Item 1.01        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

        On August 23, 2006, (the “Effective Date”), a direct subsidiary of the registrant, Everest Reinsurance Holdings, Inc. (“Holdings”), entered into a five year unsecured senior revolving credit facility (the “Facility”) with Citibank, N.A., as Administrative Agent, and a syndicate of lenders including Citibank, N.A., Deutsche Bank AG, HSBC Bank USA, N.A., The Bank of New York, JPMorgan Chase Bank, N.A., and Wachovia Bank, N.A. (collectively, the “Lenders”). This Facility provides for the borrowing of up to $150,000,000 in revolving loans and standby letters of credit for general corporate purposes. This Facility replaces an existing $150,000,000 credit facility.

        Amounts borrowed under the Facility and issued unsecured letters of credit will bear interest at a rate selected by Holdings equal to the Base Rate or the Eurodollar Rate plus a margin. Base Rate Advances will bear interest at Citibank’s base rate or the Federal Funds Rate plus 1/2 of one percent, whichever is higher. Eurodollar Rate Advances will bear interest at the London interbank offered rate plus a margin, which varies based on Holdings’ senior unsecured debt rating. Issued letters of credit are subject to an annual fee of 0.30%. Customary administrative fees are also applicable. The Facility contains representations, warranties and covenants customary for bank loan facilities of this nature. Among other covenants, the Facility requires Holdings to maintain a consolidated debt to capital ratio of not greater than 0.35 to 1.0 and to cause Everest Reinsurance Company, a direct subsidiary of Holdings, to maintain statutory surplus of at least $1.5 billion plus 25% of future aggregate net income and 25% of future aggregate capital contributions. There are no prepayment restrictions.

        If an Event of Default occurs, then, to the extent permitted in the Facility, the Lenders may terminate the commitments under the Facility and accelerate the repayment of any outstanding loans under the Facility plus interest thereon under the Facility.

        Certain of the Lenders have in the past performed, and may in the future, perform investment banking, financial advisory, lending and/or commercial banking services, or other services to the registrant and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

        A copy of the Credit Agreement providing the Facility is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

This excerpt taken from the RE 8-K filed May 25, 2006.

Item 1.01        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

At the Annual General Meeting of Shareholders held on May 23, 2006, the registrant’s shareholders approved an amendment to the Everest Re Group, Ltd. 2002 Stock Incentive Plan (“the Plan”) that had been recommended by the registrant’s Board of Directors. The amendment became effective immediately upon approval by the shareholders.

 

The amendment eliminates the 250,000 sub-limit of common shares that may be awarded as restricted stock and stock awards under the Everest Re Group, Ltd. 2002 Stock Incentive Plan. As a result of the amendment, the Company has the discretion to award restricted stock and stock awards as it deems appropriate, subject only to the 4,000,000 overall limit on the total number of shares available for grant under the Plan.

 

 

A copy of the Plan, as amended, is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

 

 

Item 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

 

Exhibits

 

 

Exhibit No.

Description

 

 

10.1

Everest Re Group, Ltd. 2002 Stock Incentive Plan,

 

as amended May 23, 2006

 

 

 

 

 

 

 

 

 

 

 

 



 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

EVEREST RE GROUP, LTD.

 

 

 

 

 

 

By:

 


/s/ STEPHEN L. LIMAURO

 

 

 

Stephen L. Limauro

Executive Vice President and

Chief Financial Officer

 

 

Dated: May 25, 2006

 

 

 

 



 

 

EXHIBIT INDEX

 

Exhibit

Number

Description of Document

Page No.

 

10.1

Everest Re Group, Ltd. 2002 Stock

 

Incentive Plan, as amended, May 23, 2006

5

 

 

 

 

 

This excerpt taken from the RE 8-K filed May 27, 2005.

Item 1.01      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

                         At the Annual General Meeting of Shareholders held on May 25, 2005, the registrant’s shareholders approved amendments to the 2003 Everest Re Group, Ltd. Non-Employee Director Equity Compensation Plan (the “Directors’ Plan”) and the Everest Re Group, Ltd. Executive Performance Annual Incentive Plan (the “Executive Incentive Plan”) that had been recommended by the registrant’s Board of Directors. The amendments became effective immediately upon approval by the shareholders.

                         The amendment to the Directors’ Plan expanded the type and variety of awards available to non-employee directors to be comparable to those available for awards to employees under the Everest Re Group, Ltd. 2002 Stock Incentive Plan. As originally adopted, the Directors’ Plan provided for retainer awards through which a non-employee director could elect to receive his annual compensation in the form of shares of the registrant rather than in cash and for discretionary option awards through which a non-employee director could purchase, for a certain period of time, shares of the registrant at a specified exercise price. As a result of the amendment, the Directors’ Plan now also permits stock appreciation rights, restricted stock awards and stock awards to be awarded to non-employee directors.

                         The amendment to the Executive Incentive Plan increased the maximum award that may be paid to any one participant in a year from $2 million to $2.5 million.

                         On May 25, 2005 the registrant’s Board of Directors approved and adopted the form of Everest Re Group, Ltd. Restricted Stock Award Agreement to be used in connection with restricted stock awards under the Directors’ Plan.

                         Copies of the Directors’ Plan and the Executive Incentive Plan, in each case as amended, and the Restricted Stock Award Agreement, are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki