Exhibit 10.2
AMENDMENT OF EMPLOYMENT AGREEMENT
WHEREAS, Everest Reinsurance Company (the "Company"), Everest Reinsurance
Holdings, Inc. ("Holdings") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇ 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."
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 ▇▇▇▇▇▇▇, 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
Everest Reinsurance Holdings, Inc.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
Everest Re Group, Ltd.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
Everest Global Services, Inc.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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