0001095073-16-000065.txt : 20160217 0001095073-16-000065.hdr.sgml : 20160217 20160217152143 ACCESSION NUMBER: 0001095073-16-000065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160216 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20160217 DATE AS OF CHANGE: 20160217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EVEREST RE GROUP LTD CENTRAL INDEX KEY: 0001095073 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980365432 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15731 FILM NUMBER: 161432988 BUSINESS ADDRESS: STREET 1: SEON PLACE, 4TH FLOOR STREET 2: 141 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 19 BUSINESS PHONE: 4412950006 MAIL ADDRESS: STREET 1: C/O REINSURANCE HOLDINGS INC STREET 2: 477 MARTINSVILLE RD PO BOX 830 CITY: LIBERTY CORNER STATE: NJ ZIP: 07938 FORMER COMPANY: FORMER CONFORMED NAME: EVEREST REINSURANCE GROUP LTD DATE OF NAME CHANGE: 19990915 8-K 1 johndoucette8kamend2016.htm AMENDMENT TO EMPLOYMENT AGREEMENT - JOHN DOUCETTE
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
February 16, 2016


Everest Re Group, Ltd.
(Exact name of registrant as specified in its charter)

Bermuda
1-15731
98-0365432
     
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
     
Seon Place – 4th Floor
141 Front Street
PO Box HM 845
Hamilton HM 19, Bermuda
Not Applicable
     
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code 441-295-0006


Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 5.02
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS, ELECTION OF DIRECTORS, APPOINTMENT OF PRINCIPAL OFFICERS

On February 16, 2016, the registrant amended the employment agreement between Everest Global Services, Inc. and John Doucette.

The extension to the Employment Agreement amends the following material items:

Performance Share Unit Awards:  All unvested performance share unit awards shall be immediately forfeited if Mr. Doucette's date of termination, for any reason, is prior to the final day of the vested period.


A copy of the amendment is furnished 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
Amendment of Employment Agreement
     
Dated February 16, 2016
       
 
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 HOWIE
  
     
Craig Howie
     
Executive Vice President and
    Chief Financial Officer

 
Dated:  February 17, 2016
 
EXHIBIT INDEX



Exhibit
      
Number
  
Description of Document
Page No.
       
10.1
  
Amendment to Employment Agreement
5
       



 
 
 EX-10.1 2 jdoucetteamend2016.htm AMENDMENT TO EMPLOYEE AGREEMENT - JOHN DOUCETTE
AMENDMENT OF
EMPLOYMENT AGREEMENT
WHEREAS, Everest Global Services, Inc. (the "Company") and John P. Doucette (the "Executive") are Parties to an employment agreement made as of September 1, 2013 (the "Employment Agreement"); and
WHEREAS, the Parties to the Employment Agreement desire to amend certain provisions of that Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Employment Agreement is hereby amended, effective as of February 12, 2016, by substituting the following:
(I)            for Section 4(c) of the Employment Agreement:
"4.            Compensation.
(c)  Executive Stock Based Incentive Plan.  The Executive shall be eligible to participate in and receive such equity incentive compensation as may be granted by the Compensation Committee from time to time pursuant to the Everest Re Group, Ltd. 2010 Stock Incentive Plan, as such plan may then be in effect and as it may be amended or superseded from time to time or any successor plan (the "Stock Plan").  All awards to the Executive under the Stock Plan shall be determined by the Compensation Committee in its discretion.  Except as expressly set forth in this Agreement, all equity awards shall be subject to the terms of the Stock Plan.
With respect to all outstanding and unvested Performance Stock Unit Award Agreements granted to Executive, the following sections of each such agreement shall be deemed amended as follows:
'5.       Termination of Employment.  Except as otherwise provided in this Paragraph 5, if the Participant's Date of Termination occurs for any reason prior to the last day of the Restricted Period, all Covered Units shall be immediately forfeited.
Notwithstanding the foregoing:
(a)  If the Participant's Date of Termination occurs due to a Qualifying Termination prior to the last day of the Restricted Period, then the Participant shall remain eligible to receive shares for any Installments of Covered Units (to the extent not previously forfeited or settled) on or after such Qualifying Termination subject to the terms of this Agreement and subject to the Participant (for all Qualifying Terminations other than due to Retirement or death or Disability) signing and not revoking a general release and waiver of all claims against the Corporation.  If such release is not effective on or before the last day
 
of the sixty-day period following the Date of Termination, the Participant shall immediately forfeit all of the Covered Units.
(b)  In the case of a Qualifying Termination that occurs to prior to a Change in Control (that is not a Vesting Change in Control) and that is not due to Retirement or death or Disability, the Participant shall immediately forfeit all Covered Units (to the extent not previously settled) in the event the Participant engages in any Competitive Activity or violates any non-compete or non-solicitation obligation contained in any other agreement to which Participant is a party.' "

(III)            for Section 6 of the Employment Agreement:
"6. Termination of Employment
(c) Termination without Cause or for Good Reason.
(iv) except for outstanding and unvested Performance Stock Unit Awards addressed in Section 4(c), all of Executive's then unvested restricted stock or restricted stock units granted to Executive will continue to vest and restrictions lapse in accordance with their respective terms over the 12 month period immediately following such termination date, conditioned on the Company receiving from Executive the release of claims referred to in Section 6(h) below;"

Except as specifically amended hereby, the Employment Agreement is hereby ratified and confirmed in all respects and remains in full force and effect.  Whenever the Employment Agreement is referred to in this amendment to the Employment Agreement (this "Amendment") or in any other agreement, document or instrument, such reference shall be deemed to be to the Employment Agreement, as amended by this Amendment, whether or not specific reference is made to this Amendment.
This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.  The execution of this Amendment may be by actual signature or by signature delivered by facsimile or by e-mail as a portable document format (.pdf) file or image file attachment.
 
2
IN WITNESS WHEREOF, the parties have executed this amendment to the Employment Agreement as of February 12, 2016.

EVEREST GLOBAL SERVICES, INC.

 
/S/ SANJOY MUKHERJEE
 
/S/ JOHN P. DOUCETTE
2/16/16
  
Sanjoy Mukherjee
 
John P. Doucette
 
  
Executive Vice President
 
 
 
  

 
 
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