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)

September 21, 2005

 

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.)

 

 

 

Wessex House – 2 nd Floor

45 Reid Street

PO Box HM 845

Hamilton HM DX, 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):

 

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

 

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

 

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

 

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

 

 



 

 

Item 1.01          ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On September 21, 2005 the Compensation Committee of the registrant approved amendments to the form of Restricted Stock Award Agreement under Everest Re Group, Ltd.’s 2003 Non-Employee Director Equity Compensation Plan. A copy of the amended agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The amendment provides for early vesting of restricted shares in the event of a plan participant’s death or disability or in the event of a plan participant’s ceasing to serve as a director (other than by removal for cause) after having completed at least three full terms as a director or, if the director is age 65 or older (or such earlier age as the Compensation Committee may approve), at least two full terms as a director.

 

On September 21, 2005, the registrant amended the May 25, 2005 Restricted Stock Award Agreements with directors Martin Abrahams, Kenneth J. Duffy, John R. Dunne, William F. Galtney and John A. Weber to conform to the amended form of Restricted Stock Award Agreement described above. Copies of those amendments are filed herewith as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6., respectively, and are incorporated herein by reference.

 

On September 21, 2005, the registrant awarded Mr. Taranto 20,000 shares of restricted stock under the Everest Re Group, Ltd. 2002 Stock Incentive Plan. The terms of Mr. Taranto’s Restricted Stock Agreement, a copy of which is filed herewith as Exhibit 10.7 and incorporated herein by reference, are the same as those of the standard form of Restricted Stock Award Agreement previously filed by the registrant with respect to the Everest Re Group, Ltd. 2002 Stock Incentive Plan, except for a provision that all of Mr. Taranto’s options and restricted stock will become fully vested on March 31, 2008, provided that his employment shall not have been terminated for cause prior to that date.

 

 

Item 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(c)

Exhibits

 

 

Exhibit No.

Description

 

 

10.1

Form of Restricted Stock Award under the Everest Re Group,

 

 

Ltd. 2003 Non-Employee Director Equity Compensation Plan

 

 

10.2

Amendment dated September 21, 2005 to May 25, 2005 Restricted Stock Award Agreement with Martin Abrahams

 

 

10.3

Amendment dated September 21, 2005 to May 25, 2005 Restricted Stock Award Agreement with Kenneth J. Duffy

 

 

10.4

Amendment dated September 21, 2005 to May 25, 2005 Restricted Stock Award Agreement with John R. Dunne

 

 

10.5

Amendment dated September 21, 2005 to May 25, 2005 Restricted Stock Award Agreement with William F. Galtney

 

 

10.6

Amendment dated September 21, 2005 to May 25, 2005 Restricted Stock Award Agreement with John A. Weber

 


10.7


Restricted Stock Award Agreement with Joseph V. Taranto
dated September 21, 2005

 

 

 



 

 

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: September 22, 2005

 

 

 

 



 

 

EXHIBIT INDEX

 

Exhibit

Number

Description of Document

Page No.

 

10.1

Form of Restricted Stock Award under the Everest

 

 

Re Group, Ltd. 2003 Non-Employee Director Equity

 

 

Compensation Plan

5

 

10.2

Amendment dated September 21, 2005 to May 25, 2005

 

 

Restricted Stock Award Agreement with Martin Abrahams

13

 

10.3

Amendment dated September 21, 2005 to May 25, 2005

 

 

Restricted Stock Award Agreement with Kenneth J. Duffy

15

 

10.4

Amendment dated September 21, 2005to May 25, 2005

 

 

Restricted Stock Award Agreement with John R. Dunne

17

 

10.5

Amendment dated September 21, 2005 to May 25, 2005

 

 

Restricted Stock Award Agreement with William F. Galtney, Jr.

19

 

10.6

Amendment dated September 21, 2005 to May 25, 2005

 

 

Restricted Stock Award Agreement with John A. Weber

21

 

10.7

Restricted Stock Award Agreement with Joseph

 

 

V. Taranto dated September 21, 2005

23

 

 

 

 

 

 

Adopted September 21, 2005

 

EVEREST RE GROUP, LTD.

2003 Non-Employee Director Equity Compensation 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. 2003 Non-Employee Director Equity Compensation Plan (the “Plan”), which is incorporated into and forms part of this Agreement, and the Participant has been 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

.

 

 

(b)

The “Grant Date” is

.

(c)            The number of “Covered Shares” is 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

1/3 of Covered Shares

First Anniversary of the Grant Date

1/3 of Covered Shares

Second Anniversary of the Grant Date

1/3 of Covered Shares

Third Anniversary of the Grant Date

 

Notwithstanding the foregoing provisions of this paragraph 3, the participants 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 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 ceasing to serve as

 

2

 

 

 

 

 



 

a director (other than for a Termination for Cause): (i) if the Participant has completed at least two full terms as a director and is the age of 65 or older (or at an earlier age with the consent of the Committee); or (ii) after completing at least three full terms as a director.

 

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 service as a director for any reason whatsoever, whether voluntary or involuntary, and Termination for Cause shall mean the removal for cause of a director as authorized by the Corporation’s Bye-laws.

 

4.          Deposit of Covered Shares. 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 if required by the Committee, 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.

 

(a)

The Participant consents to the appointment of the Secretary of the Corporation, in his official capacity, and his successor in office, or any other person that may be

 

 

3

 

 

 

 

 



 

 

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 service as a director of the Corporation is terminated (except by reason of the Participant’s death or disability), 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, he is hereby authorized to hold such certificates until the dispute shall have been settled by the parties and notice submitted to him 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.

 

(b)

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. 2003 Non-Employee Director Equity Compensation 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 .

 

 

 

4

 

 

 

 

 



 

 

 

(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.          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.

 

 

5

 

 

 

 

 



 

 

7.          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.

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

9.          No Right to Continued Service. Nothing herein shall obligate the Corporation to continue the Participant’s service as a director for any particular period or on any particular basis of compensation except as may be provided under the Corporation’s Bye-Laws and applicable law regarding the service of directors.

10.       Transferability. Except as otherwise provided in this paragraph 10, restricted Covered Shares are not transferable other than as designated by the Participant by will or by laws of descent and distribution, and during the Participant’s life, may be acquired only by the Participant. However, the Participant, with the approval of the Committee, may transfer the restricted Covered Shares for no consideration to or for the benefit of the Participant’s Immediate Family (including, without limitation, to a trust for the benefit of the Participant’s Immediate Family or to a partnership or limited liability company for one or more members of the Participant’s Immediate Family), subject to such limits as the Committee may establish and the transferee shall remain subject to all the terms and conditions applicable to the restricted Covered Shares prior to such transfer. The foregoing right to transfer the restricted Covered Shares shall apply to the right to transfer consent to amendments to this Agreement and, in the discretion of the Committee, shall also apply to the right to transfer ancillary rights associated with restricted Covered Shares. The term “Immediately Family” means the Participant’s spouse, parents,

 

6

 

 

 

 

 



 

children, stepchildren, adoptive relationships, sisters, brothers and grandchildren (and, for this purpose, shall also include the Participant).

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, permissible assigns 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.

 

 

7

 

 

 

 

 



 

 

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:


/s/ JOSEPH V. TARANTO

 

 

 

Joseph V. Taranto

 

 

 

 

 

8

 

 

 

 

 

 

 

 

EVEREST RE GROUP, LTD.

2003 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN

 

Amendment to May 25, 2005 Restricted Stock Award Agreement

 

The Restricted Stock Award Agreement between Everest Re Group, Ltd. and Martin Abrahams dated May 25, 2005 is hereby amended as set forth below:

 

Effective September 21, 2005, Paragraph 3 is amended in its entirety as follows:

 

“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

1/3 of Covered Shares

First Anniversary of the Grant Date

1/3 of Covered Shares

Second Anniversary of the Grant Date

1/3 of Covered Shares

Third Anniversary of the Grant Date

 

Notwithstanding the foregoing provisions of this paragraph 3, the participants 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 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 ceasing to serve as a director (other than for a Termination for Cause): (i) if the Participant has completed at least two full terms as a director and is the age of 65 or older (or at an earlier age with the consent of the Committee); or (ii) after completing at least three full terms as a director.

 

 



 

 

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 service as a director for any reason whatsoever, whether voluntary or involuntary, and Termination for Cause shall mean the removal for cause of a director as authorized by the Corporation’s Bye-laws.”

 

 

Everest Re Group, Ltd.

 

                  

 

By:


/s/ JOSEPH A. GERVASI

 

 

 

Joseph A. Gervasi

Senior Vice President

 

                  

 

 


/s/ MARTIN ABRAHAMS

 

 

 

Martin Abrahams

 

 

Dated: September 21, 2005

 

                

 

 

 

 

 

 

 

 

 

EVEREST RE GROUP, LTD.

2003 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN

 

Amendment to May 25, 2005 Restricted Stock Award Agreement

 

The Restricted Stock Award Agreement between Everest Re Group, Ltd. and Kenneth J. Duffy dated May 25, 2005 is hereby amended as set forth below:

 

Effective September 21, 2005, Paragraph 3 is amended in its entirety as follows:

 

“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

1/3 of Covered Shares

First Anniversary of the Grant Date

1/3 of Covered Shares

Second Anniversary of the Grant Date

1/3 of Covered Shares

Third Anniversary of the Grant Date

 

Notwithstanding the foregoing provisions of this paragraph 3, the participants 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 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 ceasing to serve as a director (other than for a Termination for Cause): (i) if the Participant has completed at least two full terms as a director and is the age of 65 or older (or at an earlier age with the consent of the Committee); or (ii) after completing at least three full terms as a director.

 

 



 

 

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 service as a director for any reason whatsoever, whether voluntary or involuntary, and Termination for Cause shall mean the removal for cause of a director as authorized by the Corporation’s Bye-laws.”

 

 

Everest Re Group, Ltd.

 

                  

 

By:


/s/ JOSEPH A. GERVASI

 

 

 

Joseph A. Gervasi

Senior Vice President

 

 

                  

 

 


/s/ KENNETH J. DUFFY

 

 

 

Kenneth J. Duffy

 

 

Dated: September 21, 2005

 

 

                

 

 

 

 

 

 

 

 

 

EVEREST RE GROUP, LTD.

2003 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN

 

Amendment to May 25, 2005 Restricted Stock Award Agreement

 

The Restricted Stock Award Agreement between Everest Re Group, Ltd. and John R. Dunne dated May 25, 2005 is hereby amended as set forth below:

 

Effective September 21, 2005, Paragraph 3 is amended in its entirety as follows:

 

“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

1/3 of Covered Shares

First Anniversary of the Grant Date

1/3 of Covered Shares

Second Anniversary of the Grant Date

1/3 of Covered Shares

Third Anniversary of the Grant Date

 

Notwithstanding the foregoing provisions of this paragraph 3, the participants 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 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 ceasing to serve as a director (other than for a Termination for Cause): (i) if the Participant has completed at least two full terms as a director and is the age of 65 or older (or at an earlier age with the consent of the Committee); or (ii) after completing at least three full terms as a director.

 

 



 

 

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 service as a director for any reason whatsoever, whether voluntary or involuntary, and Termination for Cause shall mean the removal for cause of a director as authorized by the Corporation’s Bye-laws.”

 

 

Everest Re Group, Ltd.

                  

 

By:


/s/ JOSEPH A. GERVASI

 

 

 

Joseph A. Gervasi

Senior Vice President

 

 

                  

 

 


/s/ JOHN R. DUNNE

 

 

 

John R. Dunne

 

 

 

Dated: September 21, 2005

 

                

 

 

 

 

 

 

 

 

 

 

EVEREST RE GROUP, LTD.

2003 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN

 

Amendment to May 25, 2005 Restricted Stock Award Agreement

 

The Restricted Stock Award Agreement between Everest Re Group, Ltd. and William F. Galtney, Jr. dated May 25, 2005 is hereby amended as set forth below:

 

Effective September 21, 2005, Paragraph 3 is amended in its entirety as follows:

 

“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

1/3 of Covered Shares

First Anniversary of the Grant Date

1/3 of Covered Shares

Second Anniversary of the Grant Date

1/3 of Covered Shares

Third Anniversary of the Grant Date

 

Notwithstanding the foregoing provisions of this paragraph 3, the participants 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 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 ceasing to serve as a director (other than for a Termination for Cause): (i) if the Participant has completed at least two full terms as a director and is the age of 65 or older (or at an earlier age with the consent of the Committee); or (ii) after completing at least three full terms as a director.

 

 



 

 

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 service as a director for any reason whatsoever, whether voluntary or involuntary, and Termination for Cause shall mean the removal for cause of a director as authorized by the Corporation’s Bye-laws.”

 

 

Everest Re Group, Ltd.

 

 

                  

 

By:


/s/ JOSEPH A. GERVASI

 

 

 

Joseph A. Gervasi

Senior Vice President

 

                  

 

 


/s/ WILLIAM F. GALTNEY, JR.

 

 

 

William F. Galtney, Jr.

 

 

Dated: September 21, 2005

 

 

                

 

 

 

 

 

 

 

 

 

EVEREST RE GROUP, LTD.

2003 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN

 

Amendment to May 25, 2005 Restricted Stock Award Agreement

 

The Restricted Stock Award Agreement between Everest Re Group, Ltd. and John A. Weber dated May 25, 2005 is hereby amended as set forth below:

 

Effective September 21, 2005, Paragraph 3 is amended in its entirety as follows:

 

“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

1/3 of Covered Shares

First Anniversary of the Grant Date

1/3 of Covered Shares

Second Anniversary of the Grant Date

1/3 of Covered Shares

Third Anniversary of the Grant Date

 

Notwithstanding the foregoing provisions of this paragraph 3, the participants 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 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 ceasing to serve as a director (other than for a Termination for Cause): (i) if the Participant has completed at least two full terms as a director and is the age of 65 or older (or at an earlier age with the consent of the Committee); or (ii) after completing at least three full terms as a director.

 

 



 

 

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 service as a director for any reason whatsoever, whether voluntary or involuntary, and Termination for Cause shall mean the removal for cause of a director as authorized by the Corporation’s Bye-laws.”

 

 

Everest Re Group, Ltd.

 

                  

 

By:


/s/ JOSEPH A. GERVASI

 

 

 

Joseph A. Gervasi

Senior Vice President

                 

                  

 

 


/s/ JOHN A. WEBER

 

 

 

John A. Weber

 

 

 

Dated: September 21, 2005

 

                

 

 

 

 

 

 

 

 

 

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 September 21, 2005.

 

(c)

The number of “Covered Shares” is 20,000 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, 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

 

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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.”

 

(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.

 

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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:

 

 

4

 

 



 

 

“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.

 

 

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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.

 

 

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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.

 

 

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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:


/s/ JOSEPH V. TARANTO

 

 

 

Joseph V. Taranto

 

 

 

 

 

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