Exhibit
10.12


 


Employment
Contract 


 


between


 


AXIS Re Limited, Dublin


Alexandra House, The Sweepstakes,
Ballsbridge, IRL 4 Dublin


 


(hereinafter
the "Employer")


 


and


 


Dr. Karl Josef Mayr


Jenatschstrasse 5, CH 8002 Zurich


 


(hereinafter
the "Employee")


 


 


(hereinafter
the "Contract")


 


*****


 


	
   

  	
   

  	
  WHEREAS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Employee is currently
  employed within the AXIS group of companies (hereinafter the "AXIS
  Group") in the function as Senior Vice-President of AXIS Re Speciality,
  Bermuda, based on an employment contract dated August 1, 2003.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  It being understood that
  the above mentioned employment contract as of August 1, 2003 and all
  amendments thereto will be replaced by this Contract.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The parties hereby
  conclude an employment agreement, subject to the following terms and
  conditions and to the Swiss Code of Obligations:

  
	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Employment. The
  Employee is employed as Chief Executive Officer (CEO) and President of the
  Employer's Zurich Branch, AXIS Re Limited, Dublin, Zurich Branch, Stockerhof,
  Dreikönigstrasse 31a, 8002 Zurich (the branch hereinafter referred to as the
  "Zurich Branch", and the Employee's function hereinafter referred
  to as "CEO of Zurich Branch").

  



 


 


 

















 


	
  2

  	
   

  	
  Term. The
  employment begins on October 1, 2003. Subject to the provisions of the Swiss
  Code of Obligations, this Contract can be terminated from either side to each
  anniversary date with a 120 days advance notice. The first date to which the
  contract can be terminated is October 1, 2005.

  
	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Position, Responsibilities. In his
  capacity as CEO of Zurich Branch, the Employee will manage the day to day
  operations and activities of the Zurich Branch and will be responsible for
  the whole operational business, i.e. for all continental European reinsurance
  activities as well as for all other reinsurance activities of the Employer
  and the entire AXIS Group executed through the Zurich Branch.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The position includes
  taking over comprehensive responsibility for the assigned business area
  within the AXIS Group as well as the responsibility for all co-employees of
  the Zurich Branch in any aspect.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Employee will, in
  particular, be responsible for:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Building a continental
  European Reinsurance operation to develop and service our European
  reinsurance clients. As a start up operation, this will include securing
  space, services and equipment, and staffing the Zurich office.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Employee will be
  appointed and registered in the Commercial Register as CEO of Zurich Branch ("Zweigniederlassungsleiter").

  
	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Performance of Duties. The Employee
  undertakes to attend to his contractual duties for the Employer consistent
  with his position hereunder, including, as the case may be, with the business
  regulations of the Employer and applicable regulations of the AXIS Group, and
  in any event punctually and conscientiously in all respects and to devote his
  full working time to the furtherance of the interests of the Employer. The
  Employee may not pursue any other professional or commercial activity for his
  own benefit or that of any third party during the term of his employment,
  except with the prior written consent of the Employer or upon instruction of
  his superior within the AXIS Group.

  
	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Accountability and Competence. The Employee
  will report directly to the President and CEO of Axis Specialty Holdings, Ltd
  currently being Mr. John R. Charman. The Employer reserves the right to
  change reporting lines at any time by giving written notice to the Employee.

  
	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Compensation and Related
  Matter. As compensation for his services, the Employee
  will be provided with the following:

  
	
   

  	
   

  	
   

  
	
   

  	
  a)

  	
  Salary. The Employee
  is entitled to an annual base salary (gross salary per annum) of CHF
  617'772.-- payable in 12 monthly instalments at the end of each calendar
  month (and as the case may be pro rata for the number of calendar days of his
  employment).

  



 


 


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  b)

  	
  Bonus Plan. A year-end
  bonus will be paid at the discretion of the Compensation Committee of the
  Board of Directors of the Employer. The Employee is entitled to a guaranteed
  bonus for the financial year 2003 (to be paid in January 2004) of CHF
  177'609.--. The bonus target is 60% of the base salary, based on company
  performance and individual performance.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c)

  	
  Deductions and Set-Off. The Employer
  reserves the right in its absolute discretion to deduct from or set-off with
  the Employee's pay any sums which the Employee may owe to the Employer, including,
  without limitation, any overpayments or loans made to him or losses suffered
  by the Employer as a result of his negligence or breach of Employer rules
  issued from time to time.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Insurance, Life Assurance
  Scheme, Pension Plan, etc. The Employee will benefit,
  subject as the case may be to related deductions from his salary payments, from
  insurance coverage, a pension scheme, sick pay etc. as required to be
  provided by an employer under Swiss law and, to the extent such coverage
  and/or benefits exceed what is required under Swiss law, from the related
  programs and coverage generally provided by related plans of the AXIS Group
  as applicable to employees with a position, responsibilities and the duration
  of service etc. corresponding to such of the Employee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Employee benefits from
  the customary health benefits.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Employee is entitled
  to 15% company contribution with regard to his pension plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  Benefits. The Employee
  is entitled to the customary benefits available to senior executives of the
  Company.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Other Compensation,
  Perquisites, Allowances. The Employee is entitled
  to a flat and coverage of associated expenses for a period of 12 months from
  date of hire.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Employee is entitled
  to a company car leased or purchased by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Employee is further
  entitled to the coverage of one (1) club membership.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  Hours of Work. The Employee
  shall devote his full time and attention to carrying out his duties and
  responsibilities as CEO of Zurich Branch. The Employee acknowledges that in
  his function as CEO of Zurich Branch he will not be paid for any hours worked
  in excess of standard 40 weekly working hours in Switzerland. The salary of
  the Employee as set forth in this employment agreement covers the
  remuneration of any extra hours.

  
						



 


 


 


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  11

  	
   

  	
  Vacation
  and Holidays. The Employee
  is entitled to 25 working days of vacation per calendar year. In addition, he
  is entitled to the public bank holidays qualifying as such in the Canton of
  Zurich.

  
	
   

  	
   

  	
   

  
	
  12

  	
   

  	
  Expenses.
  Expenses reasonably and
  properly incurred by the Employee in the proper performance of his duties
  will be reimbursed by the Employer on the basis of appropriate accounting
  therefor and according to the policy of the Employer.

  
	
   

  	
   

  	
   

  
	
  13

  	
   

  	
  Confidentiality.
  The Employee shall maintain
  strict confidentiality about all matters relating to the Employer, the AXIS
  Group, the Zurich Branch, its business and its customers during and after
  termination of the employment relationship. Following the termination of the
  employment relationship, the Employee has to return all papers, files,
  drafts, drawings and notes and other documents, which relate to his
  employment, to the Employer, to the Zurich Branch or generally to the AXIS
  Group, and upon demand has to provide a written confirmation that he has done
  so.

  
	
   

  	
   

  	
   

  
	
  14

  	
   

  	
  Non
  Competition. The Employee
  agrees that for a period of 1 year after termination of this Contract he will
  refrain from directly or indirectly working for, or otherwise participating
  in, any business that is complementary or competes with the business of the
  Employer and/or the Zurich Branch within Europe. During the non-compete
  period the Employee will receive the full base salary as defined under clause
  6 (a) of this Agreement incl. the benefits under clauses 7, 8 and 9 of this
  Agreement. In case of breach of this non-competition clause the Employee
  shall pay a conventional penalty of his annual salary in CHF.

  
	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  Acceptance
  of Gifts. The Employee
  may not, without prior written consent of the Employer, accept any cash
  payments as gifts and/or any other gift and/or favour of whatever kind from
  any customer, client or supplier of the Employer, whether already existing as
  such or prospective, which in value or nature exceed the standards set by the
  Employer orally or in writing.

  
	
   

  	
   

  	
   

  
	
  16

  	
   

  	
  Data
  Transfer. The Employee
  acknowledges that the Employer holds personal information about him,
  including details of his name, address, salary and other benefits, health and
  sickness, work record and next of kin for administrative purposes in connection
  with his employment. The Employee understands that this information may be
  made available to other companies within the AXIS Group. By signing this
  agreement, the Employee expressly consents to the collection and use of such
  information in accordance with this section.

  



 


 


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17            Applicable Law and
Jurisdiction.  This Agreement
is subject to the laws of Switzerland. 
All conflicts arising out of this Contract shall be brought to the
competent courts of the Canton of Zurich, Switzerland.


 


 


	
   Bermuda

  	
  , this November 12, 2003

  
	
   

  
	
   

  	
  AXIS Re Limited

  
	
   

  	
   

   

  
	
   

  	
   

   

  
	
   

  	
   

   

  
	
   

  	
   

  	
  /s/ Dr. Karl Mayr

  
	
   

  	
   

  	
  Dr. Karl Mayr

  



 


 


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