Amended & Restated Executive Share-Settled Share Appreciation Right Agreement



 Exhibit 10.10.2 

 

 

 PartnerRe Ltd. 
 Executive Share-Settled Share Appreciation Right Agreement 

<Name> 
 <Date> 
 This Share-Settled Share Appreciation Right Agreement
(the “Agreement”) commences and is made effective as of <Date>, by and between PartnerRe Ltd. (the “Company”), and <Name> (the “Participant”), an employee of the PartnerRe Group (PartnerRe
Group is defined to include PartnerRe Ltd. and its affiliates and subsidiaries). 
 WHEREAS, the Company desires to afford the
Participant the opportunity to purchase Common Shares, $1.00 par value, of the Company (“Shares”) pursuant to the PartnerRe Ltd. Amended and Restated Employee Equity Plan (the “Plan”). Further, it is understood by the
Participant and the Company that it is the expectation of the Company that the Participant will view the grant of such Awards with a long term view of increasing shareholder value and thereby retain a substantial portion of such Awards received
during the period of employment. 
 NOW, THEREFORE, in connection with the mutual covenants hereinafter set forth and for other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 

1. Definitions; Conflicts. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the
Plan terms and provisions of which are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the terms and provisions of this Agreement, the terms and provisions of the Plan
shall govern and control. 
 2. Grant of SSS. Subject to the terms and conditions set forth herein, the Company hereby
grants to the Participant Share-Settled Share Appreciation Right (the “SSS”) to purchase up to, but not exceeding in the aggregate, the number of Shares as set forth in the attachment to this Agreement (the “Notice of Grant”).
Subject to the same terms and conditions set forth herein and in the Plan, the Company may make one or more additional grants of SSS to the Participant by providing the Participant with a new Notice of Grant, which shall include any differing terms
and conditions. The Company reserves all rights with respect to the granting of additional SSS’s hereunder and makes no implied promise to grant additional SSS’s. 
 3. Grant Price. The grant price per Share of the SSS’s shall be the price provided in the Notice of Grant (the “Grant Price”). 









 

 

  

 4. Term of SSS. The term of the SSS shall be no longer than ten (10) years
from the date of grant provided in the Notice of Grant (the “Date of Grant”), subject to earlier termination as provided in Section 6 hereof. 
 5. Vesting of SSS. Subject to the terms, conditions and limitations contained herein, the SSS’s shall vest and become exercisable with respect to the Shares covered by such SSS’s in
accordance with the following installments: 
  

	 	•	 	 33% of the SSS’s on the first anniversary of the Date of Grant, 



 

	 	•	 	 33% of the SSS’s on the second anniversary of the Date of Grant, and 



 

	 	•	 	 34% of the SSS’s on the third anniversary of the Date of Grant. 



6. Termination of Employment. In the event the Participant ceases to be an employee of the PartnerRe Group prior to the expiration
of the term of the SSS, as provided in Section 4 above (the “Expiration Date”), the following restrictions apply, 
 If the Participant ceases employment by reason of: 
 a. Death or Disability.
(i) SSS’s which are vested on the date of termination shall remain exercisable for twelve (12) months following the date of termination of employment, but in no event shall such vested SSS’s remain exercisable later than
the Expiration Date, and (ii) unvested SSS’s will have accelerated vesting on the date of such termination and will remain exercisable for twelve (12) months following the date of termination, but in no event shall such vested
SSS’s remain exercisable later than the Expiration Date. 
 For the purposes of Section 6.a. above, unless otherwise
determined by the Committee, the definition of each of the above stated reasons for termination of employment shall have the same meaning as provided either in the Participant’s jurisdictional legislation or the Company employee benefit plans
in which the employee participates. 
 b. Company with Cause, Company without Cause, Employee Termination with Good Reason,
Employee Termination without Good Reason (other than for Retirement). (i) SSS’s which are vested on the date of termination shall remain exercisable for three (3) months following the date of termination of employment, but
in no event shall such vested SSS’s remain exercisable later than the Expiration Date, and (ii) unvested SSS’s shall be forfeited on the date of such termination. 

c. Retirement. (i) SSS’s, which are vested on the date of termination, shall remain exercisable until the Expiration
Date, and (ii) unvested SSS’s shall continue to vest under the original vesting provisions for thirty-six (36) months following the date of termination of employment and shall remain exercisable until the Expiration Date.

 d. Post-termination Covenants. Notwithstanding the provisions of section 6.c. above, the continuation of the
vesting and exercise periods following retirement is contingent upon the Executive’s compliance with the limitations on his business activity, including; (i) refraining from competing in the reinsurance business in the locations where
PartnerRe does business, and, (ii) refraining from soliciting employees or customers of PartnerRe to 

  
 2 










 

 

  

 
a company that competes in the reinsurance business in the locations where PartnerRe does business, and (iii) disclosing confidential information of PartnerRe (unless legally required to do
so); until the sooner of (i) thirty–six months following retirement, or (ii) until all SSS’s granted pursuant to this agreement have vested and have been exercised or expired. 

e. Retirement. As defined under this agreement is a voluntary termination after achieving any of the following age and service
combinations: 
  

	 	•	 	 Age 65; or 


  

	 	•	 	 Age 60 with 10 years of service 


 In the event that any of the terms laid down in the Participant’s contract of employment conflict with the provisions of this section, the contract of employment shall prevail. For the avoidance of
doubt, this Award shall follow the treatment of Options upon termination as set out in such contract of employment. 
 7.
Shareholder Rights. The Participant shall have no rights as a shareholder with respect to any Share issuable upon the exercise of any SSS until the date of issuance of said Share. No adjustments, other than as provided in Section 6(d) of
the Plan, shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions for which the record date is prior to the date the Share are issued. 

8. Transferability. SSS’s may be transferable, to the extent provided in this Agreement, to any person or entity who would be
considered a “family member” of the Participant for purposes of Form S-8 under the U.S. Securities Act of 1933. 

9. Method of Exercising SSS’s. 
 A. Company Designated Insiders and Other Participants Restricted from On-line Trading: Subject to the terms and conditions of this Agreement, Company Designated Insiders will need to request
pre-clearance from Group Legal in compliance with PartnerRe Ltd.’s Trading Policy in order to trade in PartnerRe Ltd. Shares. Participants will then need to contact the Company designated broker to place their trade over the phone. Procedures
are provided by the Company. 
 B. On-line Trading: Subject to the terms and conditions of this Agreement and
paragraph A above, Participants may exercise their SSS’s on-line using the Company designated broker account. 
 10.
Data Protection. The Participant hereby acknowledges and agrees that the PartnerRe Group may process personal data about the Participant in relation to the SSS’s herein (“Personal Data”). 

The Participant acknowledges that, in connection with the above and strictly for said purposes, some Personal Data may be transferred
externally to the Company’s broker, Fidelity Stock Plan Services, LLC. 

  
 3 










 

 

  

 In addition, the Participant acknowledges that, in connection with the above and
strictly for said purposes, the Company may transfer Personal Data to EDS Information Business GmbH (“EDS”). EDS is based in Switzerland and is responsible for the technical and operational aspects of the PartnerRe Group’s human
resource systems. 
 The Participant shall have the right to access and rectify personal data maintained by PartnerRe Group.

 11. Rights or Entitlements. The Participant hereby acknowledges and agrees that this award does not provide any
entitlement to any benefit other than that granted under the Plan. The Participant further acknowledges and agrees that any benefits granted under the Plan are not a part of such Participant’s base salary or other compensation, and will not be
considered a part of any pension or severance payments in the event of a termination of the Participant’s employment or service for any reason. 
 12. Change in Control. Upon a Change in Control, all SSS’s will be subject to Section 12 of the Plan. 
 13. Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto. 

14. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of Bermuda without reference to
the principles of conflicts of laws thereof. 
 15. Headings. Headings are for the convenience of the parties and are not
deemed to be part of this Agreement. 
 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and
year first written above. 
 PARTNERRE LTD. 

 

	
	  

	Philip Martin
	Director of Group Compensation & Benefits



  
 4 









			
	Notice of Grant	  	





  

					
	<Name>	  	Grant Number:	  	<####>
	<Address>	  	Plan:	  	EEP
	<Address>	  	ID:	  	<####>
	<Address>	  		  	

  
  

 

			
	Grant Date:	  	<Date>
	Type of Grant:	  	Share-Settled Share Appreciation Rights
	Number of SSS:	  	<###>
	Grant Price:	  	<$###>

 Vesting Schedule: 

 

											
	 Shares
	  	 Vest Type
	  	Full Vest	 	  	Expiration	 
				
	 <###>
	  	On Vest Date	  	 	<Date>	  	  	 	<Date>	  
	 <###>
	  	On Vest Date	  	 	<Date>	  	  	 	<Date>	  
	 <###>
	  	On Vest Date	  	 	<Date>	  	  	 	<Date>	  

 For further information, please see
the Stock Plan Information folder in the Human Resource section on PartnerRelink. 
  

 
 By your on-line acceptance and the Company’s
signature below, you and the Company agree that these Share-Settled SARs are granted under and are governed by the terms and conditions of the Company’s Employee Equity Plan and the Share-Settled Share Appreciation Right Agreement. 

 
  
  

	
	  
	PartnerRe Ltd.

  

					
	Wellesley House, 90 Pitts Bay Road	  	Telephone	  	(1 441) 292 0888
	Pembroke HM 08, Bermuda	  	Telefax	  	(1 441) 296 2250     http://www.partnerre.com