Exhibit 10.1
	 

	 
		TRANSITION SERVICES AGREEMENT
	 

	 
		This TRANSITION SERVICES AGREEMENT (this
		“Agreement”) is dated effective as of July 18, 2007 (the
		“Effective Date”), and is entered into by and between
		RenaissanceRe Holdings Ltd. (the “Company”)
		and William I. Riker (“Employee”).
	 

	 
		WHEREAS, Employee currently serves as the
		President and Chief Underwriting Officer of the Company; and
	 

	 
		WHEREAS, the Company and Employee are
		parties to an amended and restated employment agreement, dated July 19, 2006
		(the “Employment
		Agreement”), which sets forth the
		terms and conditions of Employee’s employment with the Company; and
	 

	 
		WHEREAS, Employee has recently approached
		the Company regarding his long-term plans, and his desire to help the Company
		to facilitate a smooth and orderly transition of his roles and responsibilities
		through his departure; and
	 

	 
		WHEREAS, the Company and Employee now desire
		to enter into a mutually satisfactory arrangement concerning, among other
		things, Employee’s eventual departure from the Company, the terms of
		Employee’s service during a transition period, and other matters related
		thereto; and
	 

	 
		WHEREAS, subject to the terms and conditions
		contained herein, Employee and the Company have mutually agreed to embody in
		this Agreement the terms and conditions applicable to Employee’s continued
		employment with the Company and termination thereof.
	 

	 
		NOW, THEREFORE, the parties hereby
		agree:
	 

	 
		Section 1. Term of Employment.
		Notwithstanding anything in the Employment Agreement to the contrary,
		“Term of Employment” shall be defined as the period commencing
		on the Commencement Date (as defined in the Employment Agreement) and ending on
		the earlier to occur of (i) August 31, 2008 and (ii) a Change in Control
		(as defined in the Employment Agreement). The Term of Employment may only be
		extended for an additional period by mutual agreement between the parties
		hereto which is evidenced in writing. Except as otherwise explicitly set forth
		herein, the terms and conditions set forth in the Employment Agreement shall
		continue to govern Employee’s employment with the Company. In the event
		that any terms of this Agreement might be deemed, at any time, to conflict with
		the terms of the Employment Agreement or would result in the duplication of
		benefits, the terms of this Agreement shall exclusively govern.
	 

	 
		Section 2. 2007 Annual Bonus. For the
		avoidance of doubt, Employee shall be eligible to receive in 2008, at the same
		time bonuses are provided to employees of the Company generally, an annual cash
		incentive bonus award with respect to services performed for the Company during
		the 2007 fiscal year, as set forth in Section 4(b) of the Employment Agreement
		and as adjusted by the “bonus performance factor” or such other like
		adjustment, if and as approved by the board of directors of the Company (the
		“Board”) and actually utilized in the determination of cash
		bonuses generally. Employee’s target bonus for services performed for the
		Company during the 2007 fiscal year will be $750,000. The actual annual bonus
		payable 
	 

	 
		 
	 



	 
	 

	 

	 
		with respect to such fiscal year shall be
		based upon the level of achievement of performance objectives for such fiscal
		year, as determined by the compensation committee of the Board.
	 

	 
		Section 3. Resignation of Officer Positions. On or before the close of business on December 31,
		2007, Employee shall resign from his position as the President and Chief
		Underwriting Officer of the Company and from any other executive officer
		positions that Employee holds as of such date. The Company may request that the
		Employee resign from some or all of such executive officer positions prior to
		December 31, 2007 and upon such request Employee shall resign from
		some or all of such executive officer positions. Notwithstanding such
		resignations, Employee shall continue to be an employee of the Company through
		the end of the Term of Employment.
	 

	 
		Section 4. Compensation.
	 

	 
		(a) From January 1, 2008, and
		through the remainder of the Term of Employment, Employee shall continue to
		receive all compensation and benefits set forth in the Employment Agreement;
		provided, that, in lieu of his base salary and cash bonus
		opportunity set forth in Sections 4(a) and (b) of the Employment
		Agreement, Employee shall be entitled to an aggregate amount equal to $900,000,
		such amount to be paid in substantially equal installments through the
		remainder of the Term of Employment in accordance with the Company’s
		then-regular payroll practices. Any unpaid amounts pursuant to this Section
		4(a) shall be immediately payable to Employee upon a Change in Control.
	 

	 
		(b) During the Term of Employment, Employee
		shall continue to be entitled to receive all current benefits and perquisites
		provided pursuant to Section 5 of the Employment Agreement (at the same
		level as if he were a senior officer of the Company), including, but not
		limited to, his housing allowance at the same rate as currently in
		effect.
	 

	 
		(c) During the Term of Employment, unvested Awards (as
		defined in the Employment Agreement) shall continue to vest as set forth on
		Schedule A attached hereto. At the completion of the Term of Employment,
		notwithstanding anything in the Employment Agreement to the contrary, all
		unvested Awards shall be forfeited. Employee shall have the right to exercise
		any options that are vested as of the end of the Term of Employment within
		ninety (90) days following the expiration of the Term of Employment (as
		provided for in respect of the underlying grants). In the event of a Change in
		Control, all Awards that would have vested through August 31, 2008 had
		Employee’s employment with the Company continued through such date shall
		immediately vest and Employee shall have the right to exercise any options that
		are vested as of the date of such Change in Control (including any options that
		vest as a result of such Change in Control) within ninety (90) days following
		the expiration of the Term of Employment (or such other date as provided for in
		respect of the underlying grant).
	 

	 
		Section 5. Extension
		of Restrictive Covenants.
	 

	 
		(a) Notwithstanding any provision of the
		Employment Agreement to the contrary, the covenants contained in Sections 8(b)
		and (c) of the Employment Agreement (together with the provisions of Section 9
		of the Employment Agreement) shall extend through the twelve (12) month period
		immediately following the expiration of the Term of Employment
	 

	 
		 
	 



	 
	 

	 

	 
		(the “Severance Term”). Subject to Employee’s continued compliance
		with such covenants, in lieu of any payments or benefits set forth in
		Section 7 of the Employment Agreement, Employee shall be entitled to
		receive:
	 

	 
		(i) an amount equal to $1,771,875 (or, if
		there is a Change in Control on or prior to the December 31, 2007, $2,025,000),
		such amount to be paid in substantially equal installments over the Severance
		Term, in accordance with the Company’s then-regular payroll
		practices;
	 

	 
		(ii) upon the expiration of the Severance
		Term, a lump sum amount equal to $590,625 (or, if there is a Change in Control
		on or prior to the December 31, 2007, $675,000); and
	 

	 
		(iii) the Accrued Obligations (as defined in
		the Employment Agreement).
	 

	 
		(b) In the event that Employee breaches the
		covenants set forth in Section 5(a) herein and Section 8 of the Employment
		Agreement, all payments pursuant to this Section 5(a) shall immediately cease
		and no further payments shall be made to Employee at any time pursuant to
		Sections 5(a)(i) and (ii) hereof or Section 7 of the Employment
		Agreement.
	 

	 
		(c) Except as set forth herein, upon the
		expiration (or earlier termination by either party for any reason) of the Term
		of Employment, Employee shall not be entitled to any payment or benefits,
		including any payments or benefits otherwise payable upon a termination of
		employment pursuant to Section 7 of the Employment Agreement. Notwithstanding
		anything contained herein to the contrary, the parties obligations under
		Section 7(k) of the Employment Agreement shall expressly survive any
		termination or expiration of the Term of Employment.
	 

	 
		(d) Notwithstanding anything in this
		Agreement or the Employment Agreement to the contrary, the Company shall not be
		permitted to extend the covenants contained in Sections 8(b) and (c) of the
		Employment Agreement for any period beyond the Severance Term.
	 

	 
		Section 6. Death, Disability, Without Cause or Good
		Reason. In the event that, (i) at any
		time prior to the expiration of the Term of Employment, (A) Employee cannot
		fulfill his obligations under this Agreement due to death or Disability (as
		defined in the Employment Agreement), (B) Employee’s employment is
		terminated by the Company without Cause (as defined in the Employment
		Agreement) provided, that, following Employee’s first resignation
		pursuant to Section 3 above, neither (x) Employee’s willful failure
		or refusal to perform in any material respect his duties or responsibilities
		under the Employment Agreement, nor (y) Employee’s willful and
		material breach of any of the provisions of Section 3 of the Employment
		Agreement, shall constitute Cause for any reason; or (C) Employee’s
		employment is terminated by Employee for Good Reason (as defined in the
		Employment Agreement); provided, that, following Employee’s first
		resignation pursuant to Section 3 above, Good Reason shall mean only (x)
		any breach by the Company of any material provision of this Agreement or the
		Employment Agreement, including the failure to timely make any payments due to
		Employee hereunder; or (y) the diagnosis by a qualified physician selected
		by Employee and reasonably 
	 

	 
		 
	 



	 
	 

	 

	 
		acceptable in good faith to the Company of
		the recurrence of the medical condition or a condition similar to the condition
		resulting in Employee’s leave of absence with the Company in 2005, and
		(ii) Employee complied with the covenants contained in Section 8 of
		the Employment Agreement through the date of such death, Disability or
		termination, Employee (or his estate) shall be entitled to:
	 

	 
		(a) receive an amount in cash equal to the
		total cash payments that would have become payable to Employee following such
		death, Disability, or termination (but for such death, Disability or
		termination) during and at the conclusion of (i) the Term of Employment
		(including payment pursuant to Section 4(a) above, Section 4(a) of the
		Employment Agreement, and Section 2 above (if any)), and (ii) the
		Severance Term pursuant to Sections 5(a)(i), (ii), and (iii) herein. Such
		payment shall be accelerated and paid to Employee (or his estate) in a lump sum
		as soon as administratively practicable following the date of such death,
		Disability, or termination; and
	 

	 
		(b) vest in any Awards that would have
		vested during (but not after) the Term of Employment pursuant to Section 4(b)
		above.
	 

	 
		Section 7. Health Coverage.
		Subject to Employee’s compliance with the terms of this Agreement and the
		Employment Agreement through the expiration of the Term of Employment, the
		Company shall continue to provide Employee, and his covered dependents, with
		coverage under the Company’s health plan (as in effect from time to time)
		at the same cost applicable to active employees until the earliest to occur of
		(i) the date on which Employee attains age 65, (ii)  the date on which
		Employee (or a covered dependent, as applicable) becomes eligible to receive
		coverage under any other health plan provided by a new employer; provided,
		that, in the event that a covered dependent receives coverage under any other
		health plan, coverage under the Company’s health plan shall only terminate
		with respect to such covered dependent, or (iii) the date on which
		Employee engages in any Competitive Activities (as defined in the Employment
		Agreement); provided, that Employee shall not be eligible for any benefits
		pursuant to this Section 7 in the event that his employment with the Company is
		terminated by the Company for Cause. Notwithstanding anything herein to the
		contrary, Employee and his covered dependents shall not be entitled to any
		benefit pursuant to this Section 7 in the event that he breaches the covenants
		set forth in Section 5(a) hereof or in Section 8 of the Employment
		Agreement.
	 

	 
		Section 8.
		Releases.
	 

	 
		(a) Notwithstanding any provision herein to
		the contrary, the Company may require that, prior to payment of any amount or
		provision of any benefit pursuant to Section 5(a)(i) and Section 7 herein,
		Employee and the Company shall have executed mutual general releases in a form
		as is reasonably agreed to by the Company and Employee, and any waiting periods
		contained in such release shall have expired; provided, that Employee shall not
		be required to waive his rights to (i) the Accrued Obligations, or (ii) enforce
		any rights pursuant to this Agreement or the Employment Agreement which arise
		or relate to periods following the execution of the release.
	 

	 
		 
	 



	 
	 

	 

	 
		(b) Notwithstanding any provision herein to
		the contrary, the Company may require that, prior to payment of any amount or
		provision of any benefit pursuant to Section 5(a)(ii) herein,
		Employee and the Company shall have executed second mutual
		general releases in a form as is reasonably agreed to by the Company and
		Employee, and any waiting periods contained in such release shall have expired;
		provided, that Employee shall not be required to waive his rights to (i) the
		Accrued Obligations, or (ii) enforce any rights pursuant to this Agreement or
		the Employment Agreement which arise or relate to periods following the
		execution of the release.
	 

	 
		Section 9. Taxes. The
		Company may withhold from any payments made under this Agreement all applicable
		taxes, including but not limited to income, employment and social insurance
		taxes, as shall be required to be withheld by law.
	 

	 
		Section 10. Delay in Payment. Notwithstanding any provision in
		this Agreement to the contrary, any payment otherwise required to be made
		hereunder to Employee at any date as a result of the termination of
		Employee’s employment shall be delayed for such period of time as may be
		necessary to meet the requirements of section 409A(a)(2)(B)(i) of the Internal
		Revenue Code of 1986 (the “Code”). On the earliest date on
		which such payments can be made without violating the requirements of section
		409A(a)(2)(B)(i) of the Code, there shall be paid to Employee, in a single cash
		lump sum, an amount equal to the aggregate amount of all payments delayed
		pursuant to the preceding sentence.
	 

	 
		Section 11. Successors and Assigns; No Third-Party
		Beneficiaries.
	 

	 
		(a) The Company.
		This Agreement shall inure to the benefit of and be enforceable by, and may be
		assigned by the Company to, any purchaser of all or substantially all of the
		Company’s business or assets or any successor to the Company (whether
		direct or indirect, by purchase, merger, consolidation or otherwise). The
		Company will require, in a writing delivered to Employee, any such purchaser,
		successor or assignee to expressly assume and agree to perform this Agreement
		in the same manner and to the same extent that the Company would be required to
		perform it if no such purchase, succession or assignment had taken place. The
		Company may make no other assignment of this Agreement or its obligations
		hereunder. 
	 

	 
		(b) Employee.
		Employee’s rights and obligations under this Agreement shall not be
		transferable by Employee by assignment or otherwise, without the prior written
		consent of the Company; provided,
		however, that if Employee shall die, all amounts then payable
		(or that become payable) to Employee hereunder shall be paid in accordance with
		the terms of this Agreement to Employee’s devisee, legatee or other
		designee or, if there be no such designee, to Employee’s estate.
	 

	 
		(c) No Third-Party Beneficiaries. Except as otherwise set forth in Section 6 hereof,
		nothing expressed or referred to in this Agreement will be construed to give
		any person other than the Company and Employee any legal or equitable right,
		remedy or claim under or with respect to this Agreement or any provision of
		this Agreement.
	 

	 
		Section 12.
		Waiver and Amendments. Any waiver, alteration, amendment or modification of
		any of the terms of this Agreement shall be valid only if made in writing
		and
	 

	 
		 
	 



	 
	 

	 

	 
		signed by each of the parties hereto;
		provided, however, that any such waiver, alteration, amendment or modification
		must be consented to on the Company’s behalf by the Board. No waiver by
		either of the parties hereto of their rights hereunder shall be deemed to
		constitute a waiver with respect to any subsequent occurrences or transactions
		hereunder unless such waiver specifically states that it is to be construed as
		a continuing waiver.
	 

	 
		Section 13.
		Severability. If any covenants or other
		provisions of this Agreement are found to be invalid or unenforceable by a
		final determination of a court of competent jurisdiction, (a) the remaining
		terms and provisions hereof shall be unimpaired, and (b) the invalid or
		unenforceable term or provision hereof shall be deemed replaced by a term or
		provision that is valid and enforceable and that comes closest to expressing
		the intention of the invalid or unenforceable term or provision hereof.
	 

	 
		Section 14.
		Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
		ACCORDANCE WITH THE LAWS OF BERMUDA (WITHOUT GIVING EFFECT TO THE CHOICE OF LAW
		PRINCIPLES THEREOF) APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY
		WITHIN SUCH COUNTRY.
	 

	 
		Section 15. Section Headings. The headings of the sections and subsections of this
		Agreement are inserted for convenience only and shall not be deemed to
		constitute a part thereof or affect the meaning or interpretation of this
		Agreement or of any term or provision hereof.
	 

	 
		Section 16. Entire Agreement.
	 

	 
		This Agreement, together with the Employment
		Agreement, constitutes the entire understanding and agreement of the parties
		hereto regarding the employment of Employee and termination thereof. This
		Agreement supersedes all prior negotiations, discussions, correspondence,
		communications, understandings and agreements between the parties relating to
		the subject matter of this Agreement.
	 

	 
		Section 17. Survival of Operative Sections.
	 

	 
		Upon any termination
		of Employee’s employment, the provisions of Section 5 through Section 18
		of this Agreement (together with any related definitions) shall survive to the
		extent necessary to give effect to the provisions thereof.
	 

	 
		Section 18.
		Counterparts.
	 

	 
		This Agreement may be executed in two or
		more counterparts, each of which shall be deemed to be an original, but all of
		which together shall constitute one and the same instrument. The execution of
		this Agreement may be by actual or facsimile signature.
	 

	 
		[Signatures to appear on the following
		page.]
	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS WHEREOF, the parties have
		executed this Agreement as of the date and year first above written.
	 

	 
		 
	 

	 
			
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 /s/ William I. Riker
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  William I. Riker
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  RENAISSANCERE HOLDINGS LTD.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				   /s/ Neill A.Currie
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Neill A. Currie

				  Title: Chief Executive Officer