RNR » Topics » Employment Agreements

This excerpt taken from the RNR DEF 14A filed Apr 9, 2009.

Employment Agreements

We have entered into employment agreements with each of our Named Executive Officers, which entitle the officers to base salary, annual bonus opportunity, participation in our perquisites and benefits programs, and severance payments and benefits upon certain qualifying terminations of employment (as discussed in further detail below under the caption “Potential Payments Upon a Termination or a Change in Control”). Each executive’s employment agreement, other than our Chief Executive Officer’s, runs for year-to-year terms that extend automatically absent thirty days’ notice by either party of such party’s intent not to renew the term.

The initial term of our Chief Executive Officer’s employment agreement was set to end on February 22, 2010, subject to automatic renewals for one-year terms unless either party provided ninety days’ notice of such party’s intent not to renew. In February 2009, however, the Compensation Committee took certain actions to facilitate the continuation of the Company’s leadership in light of the Company’s growth plans and long-term strategy and to further align the interests of members of management with the interests of the Company’s shareholders. Among the compensation and related actions taken, the Compensation Committee approved, and the Company executed with Mr. Currie, the CEO Agreement (as noted above), which became effective on February 19, 2009. The CEO Agreement contains specific features that are consistent with, and are intended to further, the Company’s compensation objectives outlined above. The CEO Agreement provides for, among other things, an extension of Mr. Currie’s service, an increased base salary and bonus opportunity, the potential for an extended term of post-employment option exercisability, and certain retirement incentives, each in part intended both to reward Mr. Currie for his outstanding performance and leadership excellence as well as to encourage him to remain with the Company for a continued long and productive career. In addition, as summarized above, the

 

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CEO Agreement provides for the grant in 2010 of a special equity award with vesting over four years based on both continued service as well as the attainment of certain performance conditions that will be established by the Compensation Committee prior to grant, and an incentive compensation clawback provision on Mr. Currie that exceeds the requirements set forth under the Sarbanes-Oxley Act of 2002. To review the CEO Agreement in its entirety, see the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2009.

 

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This excerpt taken from the RNR DEF 14A filed Apr 4, 2008.

Employment Agreements

We have entered into employment agreements with each of our Named Executive Officers, which entitle the officers to base salary, annual bonus opportunity, participation in our perquisites and benefits programs, and severance payments and benefits upon certain qualifying terminations of employment (as discussed in further detail below under the caption “Potential Payments Upon a Termination or a Change in Control”). Each executive’s employment agreement, other than our Chief Executive Officer’s, runs for year-to-year terms that extend automatically absent thirty days’ notice by either party of such party’s intent not to renew the term. The initial term of our Chief Executive Officer’s employment agreement ends on February 22, 2010, subject to automatic renewals for one-year terms unless either party provides ninety days’ notice of such party’s intent not to renew.

On July 18, 2007, we entered into a Transition Services Agreement with Mr. Riker, pursuant to which Mr. Riker agreed to remain in his then-current executive officer positions with the Company and in his then-current officer and director positions with certain of our subsidiaries through December 31, 2007. Mr. Riker agreed to serve, following this date, as a non-officer employee through the earlier of (i) a change in control and (ii) August 31, 2008. Generally, the terms and conditions of Mr. Riker’s employment agreement will continue to govern his employment, subject to any changes set forth in the Transition Services Agreement. This agreement was negotiated between the Company and Mr. Riker, and approved by the Committee. We believe the agreement to be in the best interests of the Company by requiring and encouraging Mr. Riker to contribute to the Company for a substantial period of time following his determination to retire, and to refrain from competition with the Company for an additional period.

Prior to Mr. Riker’s ultimate separation from service in 2008, he will continue to be compensated pursuant to the terms of his employment agreement, except that (i) his target annual bonus for the Company’s 2007 fiscal year was set at $750,000, and (ii) following December 31, 2007, in lieu of the base salary and cash bonus

 

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opportunity set forth in the employment agreement, he will be entitled to an aggregate amount equal to $900,000, which is payable in substantially equal installments according to the Company’s general payroll practices during the period commencing on January 1, 2008, and ending on his ultimate date of termination in 2008. On the date of Mr. Riker’s ultimate separation from service, all then-unvested equity awards will be forfeited. In the event that a change in control occurs prior to August 31, 2008, any unpaid portion of the $900,000 cash payment will be paid to Mr. Riker immediately upon such change in control, and Mr. Riker will vest in all options that would have vested through August 31, 2008. Mr. Riker’s Transition Services Agreement also provides that we will continue to provide him and his covered dependants with health coverage at the same cost applicable to active employees until the earliest to occur of (i) Mr. Riker’s 65th birthday, (ii) the date on which Mr. Riker (or a covered dependent, as applicable, with respect to such covered dependent only) becomes eligible to receive coverage under any other health plan provided by a new employer, (iii) the date of a termination of employment by the Company for “Cause,” and (iv) the date on which Mr. Riker violates certain restrictive covenants set forth in his employment agreement.

 

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