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1 
EMPLOYMENT AGREEMENT 
This 
Employment 
Agreement 
(this 
"Agreement") 
is 
made 
as 
of 
December 
17, 
2021, 
between 
Everest 
Global 
Services, 
Inc., 
a 
Delaware 
corporation 
(the 
"Company"), 
Everest 
Re 
Group, Ltd. ("Group"), Everest Reinsurance Holdings, Inc., a Delaware 
corporation ("Holdings") 
and Juan C. Andrade (the "Executive"). 

WHEREAS, the Executive is currently 
serving as the President and 
Chief Executive of the 
Company; 
WHEREAS, 
the 
Company, 
Holdings 
and 
the 
Executive 
are 
party 
to 
an 
Employment 
Agreement entered 
into as 
of August 
1, 2019 
(the "Prior 
Agreement") providing 
for the 
Executive's 
employment by the Company, and setting forth the terms and conditions for such employment; 
WHEREAS, the 
Company, Group and 
Holdings desire 
to continue 
to employ 
the Executive 
and the 
Executive desires 
to continue 
to be employed 
by the 
Company, on the terms 
and conditions 
provided below; and 
WHEREAS, this Agreement shall govern 
the employment relationship between Executive 
and the 
Company, Group and 
Holdings and 
supersedes all 
previous agreements 
and understandings 
with respect to such employment relationship; and 
WHEREAS, the 
Company, Group, Holdings and 
the Executive desire 
to amend and 
restate 
the Prior 
Agreement in 
order to 
set 
forth 
the terms 
and conditions 
of the 
Executive's continued 
employment 
with 
the 
Company, 
Group 
and 
Holdings 
and 
have 
determined 
that 
it 
is 
in 
their 
respective 
best 
interests 
to 
enter 
into 
this 
Agreement 
on 
the 
terms 
and 
conditions 
as 
set 
forth 
herein.. 
NOW, 
THEREFORE, 
in 
consideration of 
the 
promises 
and 
mutual 
covenants 
contained 
herein and 
for other 
good and 
valuable consideration, 
the receipt 
of which 
is hereby 
acknowledged, 
the parties hereto agree as follows: 
1.
ENGAGEMENT
. 
The Company 
agrees to 
continue to 
employ the 
Executive, and 
the Executive 
accepts to 
continue such 
employment, on 
the terms 
and conditions 
set forth 
in this 
Agreement, unless 
and 
until 
such 
employment 
shall 
have 
been 
terminated 
as 
provided 
in 
this 
Agreement 
or 
as 
may 
otherwise be agreed to by the parties. 
2.
TITLE AND DUTIES
. 
Executive shall continue 
to serve as 
President and Chief 
Executive Officer 
of each of 
the 
Company, 
Group, 
Holdings 
and 
Everest 
Reinsurance 
Company 
and 
will 
report to 
the 
Board 
of 
Directors of Group ("Board") and shall perform duties consistent with these positions, shall abide 
by Company policies as such 
policies may be amended 
from time to time, and 
shall devote his full 
business time and 
best efforts to his 
duties hereunder and 
the business and 
affairs of the 
companies 
over which he presides (except during vacation periods and periods of illness or other 







 

 

 

 

2 
incapacity). 
While Executive 
serves as 
Chief Executive 
Officer of 
the Group, 
if not 
previously 
appointed, the Board shall appoint Executive to the Group Board, and thereafter the Group Board 
shall 
nominate 
Executive 
for 
re-election 
as 
a 
member 
of 
its 
Board 
at 
each 
annual 
shareholders 
meeting 
during 
the 
term 
of 
this 
Agreement. 
If 
elected 
to 
the 
Board 
by 
Group's 
shareholders, 
Executive 
shall 
serve 
on 
the 
Group 
Board 
without 
additional 
compensation. 
At 
his 
choosing, 
Executive may also 
serve, subject to 
his appointment or 
election, as a 
director and officer 
of any 
corporation that 
is a 
subsidiary or 
affiliate of 
the Company 
or Group. 
The Executive 
may volunteer 
a reasonable 
portion of 
his non-working 
time to 
charitable, civic and 
professional organizations, 
as shall not 
interfere with 
the proper 
performance of 
his duties 
and obligations 
hereunder, provided 
the 
Executive shall 
not 
serve on 
any 
other 
board 
of 
directors 
of 
a 
public 
or 
private 
"for 
profit" 
company without 
the prior 
consent of 
the Board. 
As previously 
approved by 
the Group 
Board, 
and subject 
to such 
service not 
interfering with 
the Executive’s 
duties and 
responsibilities to 
the 
Company and 
the Group, 
the Executive 
may continue 
to serve 
on the 
Board of 
Directors of 
the 
United 
States 
Automobile 
Association 
(“USAA”). 
Executive 
will 
be 
based 
at 
the 
Company's 
facility 
currently 
located 
in 
Warren, 
New 
Jersey, 
subject 
to 
customary 
travel 
and 
business 
requirements. 

3.
TERM. 
This Agreement shall commence 
and replace the Prior 
Agreement effective as 
of January 
1, 2022 
(the “Effective 
Date”), and 
shall continue 
in effect 
up through 
and including 
December 
31, 2023 (the 
“Term”); provided that the Term shall automatically 
be extended for 
successive one-
year periods unless either party shall give the 
other written notice of its intention not to extend 
the 
Term at least six (6) months prior to the expiration of the 
then current Term. 
For the avoidance of 
doubt, 
if 
the 
Company 
provides 
notice 
to 
not 
extend 
the 
initial 
or 
any 
subsequent 
Term, 
the 
Executive’s 
employment 
with 
the 
Company 
shall 
cease 
upon 
expiration 
of 
the 
Term 
of 
this 
Agreement and such cessation of employment shall be treated as 
if it were a Termination Without 
Cause or for 
Good Reason 
in accordance with 
Section 6(c), and 
if the Executive 
provides notice 
to not extend the initial 
or any subsequent Term, 
the Executive’s 
employment with the Company 
shall cease upon the expiration of the 
Term 
of this Agreement and such cessation 
of employment 
shall be 
treated as 
if it 
were a 
Voluntary 
Termination 
without Good 
Reason in 
accordance with 
Section 6(e). 

4.
COMPENSATION
. 
(a)
Base Salary. 
During the Term, Executive's base 
salary ("Base Salary") 
shall be one 
million 
two 
hundred 
fifty 
thousand 
dollars 
($1,250,000) 
per 
annum 
(pro-rated 
for 
any 
partial 
years), 
subject 
to 
appropriate 
increases, 
as 
determined 
and 
approved 
by 
the 
Compensation 
Committee of 
Group. 
The Base 
Salary shall 
be paid 
in accordance 
with the 
Company's normal 
payroll practices in effect from time to time. 
(b)
Annual Non-Equity Incentive 
Grants. 
During the Term, Executive shall 
be eligible 
to participate in an annual 
non-equity incentive program or 
plan established by Group, 
subject to 
the approval 
of Group's 
shareholders if 
required by 
law, 
or to 
participate in 
an alternative 
bonus 
arrangement, as determined by the 
Compensation Committee of the 
Board of Directors of 
Group 
in consultation with Executive, and such arrangement to be consistent with 







 

 

 

 

 

3 
current 
market 
industry 
practice. 
Executive's 
target 
annual 
non-equity 
incentive 
opportunity 
("Target Cash 
Incentive") will be two hundred twenty percent (220%) of Base Salary. 

(c)
Executive Stock 
Based 
Incentive Plan. 
During 
the Term, 
the Executive 
shall be 
eligible to participate in and receive such equity incentive compensation as 
may be granted by the 
Compensation Committee 
from time 
to time 
pursuant to 
the Everest 
Re Group, 
Ltd. 2020 
Stock 
Incentive Plan, as 
such plan may 
then be in 
effect and as 
it may be 
amended or superseded 
from 
time to 
time or 
any successor 
plan (the 
"Stock Plan"), 
with a 
target value 
of three 
hundred sixty 
percent (360%) 
of 
Executive's Base 
Salary 
as 
applicable to 
the 
fiscal year 
prior to 
the calendar 
year in which the Compensation Committee makes its 
determination to grant such a share award. 

All 
awards 
to 
the 
Executive 
under 
the 
Stock 
Plan 
shall 
be 
determined 
by 
the 
Compensation 
Committee in 
its discretion. 
Except as 
expressly set 
forth in 
this Agreement, all 
equity awards 
shall 
be subject to the terms of the Stock Plan. 
(d)
Sign 
On 
Equity 
Grant. 
Subject 
to 
the 
Executive 
commencing 
his 
duties 
in 
accordance with the 
Prior Agreement on 
or about September 
3, 2019,
the Company made 
a one-
time retention 
grant of 
restricted shares 
to the 
Executive in 
2019 (the 
“Retention Grant” 
and the 
date of grant of such award the “Grant Date”). 

In consideration for Executive’s agreement to enter into this Agreement and subject to the 
Executive’s continued employment through the 
applicable vesting date, 
the restricted shares 
of the 
Retention Grant granted to Executive shall 
continue to vest over a five (5)-year 
period with one-
fifth of 
the total 
amount vesting 
on each 
of the 
first five 
anniversaries of 
the Grant 
Date. 
If the 
Executive is terminated without Cause (as defined below), or due to Disability (as defined below) 
or 
due 
to 
death 
or 
if 
the 
Executive 
resigns 
for 
Good 
Reason 
(as 
defined 
below) 
(each 
such 
termination referred to as 
a “Vesting 
Termination”), 
subject to (except in 
the case of Executive’s 
death) the Executive signing and not revoking a release of claims 
as required pursuant to Section 
6(h) 
below, 
the 
Executive 
will 
become 
fully 
vested 
in 
the 
Retention 
Grant 
to 
the 
extent 
not 
previously vested. 
The release 
must be 
executed, and 
any revocation 
period must 
have expired, 
within sixty (60) days 
after such termination date. 
Notwithstanding the foregoing, in 
the event the 
Executive incurs a termination with Cause or if the Executive resigns without Good Reason, or in 
the event 
the release 
does 
not become 
effective 
within 
sixty 
(60) days 
after termination 
date 
as 
required 
in 
the 
previous 
sentence 
following 
a 
Vesting 
Termination, 
the 
Executive 
shall 
immediately 
forfeit 
any 
portion 
of 
the 
Retention 
Grant 
not 
previously 
vested 
as 
of 
the 
date 
of 
termination. 
5.
BENEFITS
. 
(a)
Employer Benefit 
Plans. 
During the 
Term, Executive will be 
eligible to 
participate, 
on terms which are generally available to the other senior executives of the Company 
and subject 
to the eligibility 
requirements of the 
applicable Company plans 
as in effect 
from time to 
time, in 
the 
Company's 
deferred 
compensation, 
medical, 
dental, 
vacation, 
life 
insurance 
and 
disability 
programs and other benefits 
generally available to the 
Company's senior executives from 
time to 
time. 
(b)
Business Expenses. 
The Executive 
is authorized 
to incur 
and the 
Company shall 
either pay directly or reimburse the Executive for ordinary and reasonable expenses in 







 

 

 

 

4 
connection with the performance 
of his duties 
hereunder, including, 
without limitation, 
expenses 
for 
(A) 
transportation, 
(B) 
business 
meals, 
(C) 
travel 
and 
lodging, 
and 
(D) 
similar 
items. 
The 
Executive 
agrees 
to 
comply 
with 
Company 
policies 
with 
respect 
to 
reimbursement 
and 
record 
keeping in connection with such expenses. 
(c)
Retirement 
Benefits. 
Executive 
will 
be 
eligible 
to 
participate 
in 
the 
Company's 
existing 
tax-qualified 
retirement 
plans 
and 
the 
Company's 
supplemental 
retirement 
and 
excess 
benefit plans (collectively "SERP"), as they may be in effect from time to time 
(d)
Car Allowance. 
The Company shall provide Executive 
$1,000 per month as 
a car 
allowance to be applied toward the purchase or lease of a vehicle. This car allowance will be paid 
to Executive 
as part 
of the 
standard payroll 
and will 
be reported 
as income 
on Executive’s 
year-
end W-2 form. 
6.
TERMINATION OF EMPLOYMENT
. 
The employment 
of the 
Executive hereunder 
may be 
terminated by 
the Company 
at any 
time, 
subject 
to 
the 
Company 
providing 
the 
compensation 
and 
benefits 
in 
accordance 
with 
the 
terms of this Section 6, which 
shall constitute the Executive's sole and 
exclusive remedy and legal 
recourse upon any 
such termination of employment, 
and the Executive 
hereby waives and 
releases 
any and all other 
claims against the 
Company and its 
parent entities, affiliates, 
officers, directors 
and employees in such event. 
(a)
Termination 
Due 
To 
Death 
Or 
Disability. 
In the 
event 
of 
the 
Executive's 
death, 
Executive's 
employment 
shall 
automatically 
cease 
and 
terminate 
as 
of 
the 
date 
of 
death. 
If 
Executive shall become incapacitated 
by reason of 
sickness, accident or other 
physical or mental 
disability, as such incapacitation is certified in writing by 
a physician chosen by the 
Company and 
reasonably acceptable to 
Executive (or his 
spouse or representative 
if in the 
Company's reasonable 
determination Executive 
is not 
then able 
to exercise 
sound judgment), 
and shall 
therefore be 
unable 
to perform 
his duties 
hereunder for 
a period 
of either 
(i) one 
hundred twenty 
(120) consecutive 
days, or 
(ii) more 
than six (6) 
months in any 
twelve month period, 
with reasonable 
accommodation 
as required by 
law, then to the extent 
consistent with applicable 
law, Executive shall be considered 
"Disabled" and the 
employment of Executive 
hereunder and this 
Agreement may be 
terminated by 
Executive or the Company 
upon thirty (30) days' 
written notice to the 
other party following such 
certification. 
In the event 
of the termination 
of employment due 
to Executive's death 
or Disability, 
Executive or his estate or legal representatives shall be entitled to receive: 
(i)
payment 
for 
all 
accrued 
but 
unpaid 
Base 
Salary 
as 
of 
the 
date 
of 
Executive's termination of employment; 
(ii)
reimbursement for 
expenses incurred 
by the 
Executive pursuant 
to Section 
5(b) hereof up to and including the date on which employment is terminated; 
(iii)
any earned benefits to which the Executive may be entitled as of the 
date 
of 
termination 
pursuant 
to 
the 
terms 
of 
any 
compensation 
or 
benefit 
plans 
(including, 
for 
the 
avoidance of doubt, any equity 
plans) to the extent permitted 
by such plans (with 
the payments 
described in subsections (i) through (iii) of this Section 6(a), in each case payable at the time 







 

 

5 
they 
would 
have 
been 
payable 
but 
for 
such 
termination, 
collectively 
called 
the 
"Accrued 
Payments"); 
(iv)
any annual non-equity 
incentive bonuses earned 
but not 
yet paid for 
any 
completed full fiscal year immediately preceding the employment termination date; and 
(v)
if employment termination 
occurs prior to 
the end of 
any fiscal year, a 
pro 
rata annual 
non-equity 
incentive bonus 
for 
such 
fiscal year 
in which 
employment 
termination 
occurs (based on actual business days in such fiscal year prior to such employment termination, 
divided 
by 
the 
total 
annual 
business 
days) 
determined 
and 
paid 
based 
on 
actual 
performance 
achieved for that fiscal year against the performance goals for that fiscal year. 
Any annual non-
equity incentive 
bonus due 
under section 
6(a)(iv) or 
(v) shall 
be paid 
after Group's 
Compensation 
Committee determines the amount, if any, of such bonus and in no event later than seventy (70) 
days following the last day of such fiscal year to which the bonus relates. 
(b)
Termination 
For 
Cause. 
The 
Company 
may, 
at 
any 
time, 
terminate 
Executive's 
employment for Cause. The 
term "Cause" for purpose 
of this Agreement 
shall mean (a) repeated 
and 
gross 
negligence 
in 
fulfillment 
of, 
or 
repeated 
failure 
of 
Executive 
to 
fulfill, 
his 
material 
obligations under this 
Agreement, in either 
event after written 
notice thereof, (b) material 
willful 
misconduct 
by 
Executive 
in 
respect 
of 
his 
obligations 
hereunder, 
including, 
but 
not 
limited 
to, 
fraudulent 
misconduct, 
(c) 
conviction 
of 
any 
felony, 
or 
any 
crime 
of 
moral 
turpitude, 
or 
(d) 
a 
material breach in trust committed in willful or reckless disregard of the interests of the Company 
or its affiliates or undertaken for personal gain. 
For purposes of this 
Section 6 of the 
Agreement, an act or 
failure to act shall be 
considered 
"willful" only if done or omitted to be done without a good faith reasonable belief that such act or 
failure to act was in the best interests of the Company. 
In the event of the termination 
of Executive's employment hereunder by the 
Company for 
Cause, then Executive shall be entitled to receive payment of the Accrued Payments. 
(c)
Termination 
without 
Cause 
or 
for 
Good 
Reason. 
The 
Company 
may 
terminate 
Executive's employment hereunder without Cause 
at any time. 
The Executive may terminate 
his 
employment for Good Reason by providing thirty (30) days' prior written notice to the 
Company. 

In the event 
of the termination 
of Executive's employment 
under this Section 
6(c) by the 
Company 
without Cause 
or by 
the Executive 
for Good 
Reason, in 
each case 
prior to 
or more 
than twenty-
four (24) 
months following 
a Material 
Change (as 
defined in 
the Everest 
Re Group, 
Ltd. Senior 
Executive Change 
of Control 
Plan, as 
amended and 
restated effective 
January 1, 
2016 (the 
"Change 
of Control Plan")), then Executive shall be entitled to: 
(i)
payment of the Accrued Payments; 
(ii)
a separation allowance, payable 
in equal installments 
in accordance with 
normal payroll practices over a 
twelve (12) month period 
beginning immediately following the 
date 
of 
termination, 
equal 
to 
the 
Executive's 
Base 
Salary 
as 
in 
effect 
on 
the 
date 
of 
such 
termination; 







6 
(iii)
payment 
no 
later 
than 
seventy 
(70) 
days 
following 
the 
employment 
termination 
date 
of 
any 
annual 
non-equity 
incentive 
bonuses 
as 
determined 
by 
the 
Group 
Compensation Committee to 
have been earned 
but not yet paid 
for any completed 
full fiscal year 
immediately preceding the employment termination date; 
(iv)
if employment 
termination occurs 
prior to 
the end 
of any 
fiscal year, 
an 
annual non-equity incentive bonus for such fiscal year 
in which employment termination occurs 
determined and paid no later than seventy (70) days following the last day of such fiscal year to 
which the 
bonus relates 
based on 
actual performance 
achieved for 
such fiscal 
year against 
the 
performance goals for that fiscal year; and 
(v)
the Company shall arrange for the Executive to continue to participate 
on 
substantially the same 
terms and 
conditions as in 
effect for 
the Executive (including 
any required 
contribution) immediately prior 
to such termination, 
in the disability 
and life 
insurance programs 
provided to 
the Executive 
pursuant to 
Section 5(a) 
hereof until 
the earlier 
of (i) 
the end 
of the 
twelve 
(12) 
month 
period 
beginning 
on 
the 
effective 
date 
of 
the 
termination 
of 
Executive's 
employment hereunder, or 
(ii) such 
time as 
the Executive 
is eligible 
to be covered 
by comparable 
benefit(s) 
of 
a 
subsequent 
employer. 
The 
foregoing 
of 
this 
Section 
6(d)(v) 
is 
referred 
to 
as 
"Benefits Continuation". 
In addition, no later than sixty (60) days after 
the date of termination, 
the Company agrees to pay Executive a single cash 
sum in order to enable Executive to pay for 
medical and dental 
coverage (through COBRA 
or otherwise) that 
is comparable to 
the medical 
and dental coverage in effect for Executive (and his dependents, if any), with such cash 
amount 
equal to the cost of the premiums for such coverage that would 
apply if Executive were to elect 
COBRA 
continuation 
coverage 
under 
the 
Company's 
medical 
and 
dental 
plans 
following 
his 
termination of 
employment and 
continue such 
coverage for 
the twenty-four 
(24) month 
period 
beginning on the 
date of Executive's 
termination of employment. 
The Executive agrees 
to notify 
the Company 
promptly 
if and 
when 
he 
begins employment 
with another 
employer and 
if and 
when 
he 
becomes 
eligible 
to 
participate 
in 
any 
benefit 
or 
other 
welfare 
plans, 
programs 
or 
arrangements of another employer. 
Notwithstanding 
the foregoing, 
the payments 
and benefits 
described in 
clauses (ii), 
(iii), 
(iv) and (v) 
above shall immediately terminate, 
and the Company shall 
have no further obligations 
to Executive with 
respect thereto, in the 
event that Executive breaches 
any provision of Section 
11 
or Section 12 of this Agreement, 
and if Executive breaches any provision of 
Section 11 or Section 
12 
after 
receipt 
of 
any 
such 
payment 
or 
benefit, 
then 
Executive 
shall 
be 
required 
to 
repay 
the 
Company the payments and benefits described 
in clauses (ii), (iii), (iv) and (v) above 
within thirty 
(30) days after notice from the Company that 
Executive has so breached the Section 
11 or Section 
12 of the Agreement. 
For 
purposes 
of 
this 
Agreement, 
the 
term 
"Good 
Reason" 
means, 
without 
Executive's 
written 
consent: 
(i) 
a 
materially 
adverse 
change 
in 
the 
nature, 
title 
or 
status 
of 
his 
position 
or 
responsibilities including a 
change in Executive’s 
reporting relationship as 
set forth in 
section 2; 
(ii) a reduction 
by the Company in 
the Base Salary, Target Cash Incentive or the multiplier 
of 2.50 
that 
would 
be 
used 
in 
calculating 
the 
Cash 
Payment 
referenced 
in 
Section 
IV(A) 
of 
the 
Senior 
Executive 
Change 
of 
Control 
Plan; 
(iii) 
failure 
of 
the 
Group 
Board 
to 
nominate 
Executive 
for 
election to 
the Group 
Board at 
an annual 
meeting 
of shareholders 
(other than 
solely due 
to any 
future stock exchange or other legal requirement prohibiting management directors or to the 







 

 

 

 

7 
extent prohibited by the Group Bye-Laws); (iv) the 
Company requiring Executive to be based at 
a 
location in excess of 
fifty (50) miles from 
the location of the 
Company's principal executive office 
as of 
the effective 
date of 
this Agreement, 
except for 
required travel 
on company 
business or 
if 
Executive is required to 
relocate to Group's headquarters 
in Bermuda; or (v) 
a material breach of 
this Agreement by the Company. 
Provided that 
in all 
cases of 
which, in 
each of 
subsections (i) 
through (v) 
in the 
immediately 
preceding paragraph, is not remedied by the Company 
within thirty (30) days of receipt of written 
notice of such event 
or breach delivered by 
Executive to the Company; 
provided further, 
that the 
Executive may only exercise his 
right to terminate this Agreement 
and his employment for Good 
Reason within the 
sixty (60) day 
period immediately following the 
occurrence of any 
of the events 
described in subsections (i) through (v) above. 
(d)
Termination 
of 
Employment 
without 
Cause 
or 
for 
Good 
Reason 
following 
a 
Change-in-Control. 
If 
the 
Company 
terminates 
Executive's 
employment 
without 
Cause 
or 
Executive 
terminates 
his 
employment 
for 
Good 
Reason, 
in 
each 
case 
within 
twenty 
four 
(24) 
months following 
a Material 
Change (as 
defined in 
the Change 
of Control 
Plan), the 
Company's 
sole obligation will be to provide to Executive the benefits and payments provided in that Change 
of 
Control 
Plan, 
and 
the 
Executive 
shall 
be 
entitled 
to 
no 
benefits 
or 
payments 
hereunder. 

Executive shall 
be entitled 
to a 
multiplier of 
2.50 for 
purposes of 
calculating the 
Cash Payment 
referenced in Section IV(A) of the Change of Control Plan. 
Notwithstanding 
the foregoing, 
if the 
rights, compensation 
and benefits 
described in 
the 
Change of 
Control 
Plan 
pertaining to 
termination 
are less 
than 
those that 
would be 
provided 
in 
Section 6(c) of this Agreement, as determined by Executive and the 
Group Board, Executive will 
only be 
entitled to 
the compensation, 
benefits and 
rights provided 
in this 
Agreement, and 
Executive 
waives and specifically disclaims any rights, benefits and compensation he would otherwise have 
been entitled to under the Change of Control Plan. 
(e)
Voluntary 
Termination 
by 
the 
Executive 
without 
Good 
Reason. 
In 
the 
event 
Executive terminates his employment without Good Reason, 
he shall provide six (6) months prior 
written notice of such termination to the 
Company. 
During the 6 month notice period, Executive 
shall continue to receive 
all compensation and benefits 
specified in this agreement. 
At the end of 
the 6 
month 
notice period, 
the Executive 
will 
be entitled 
to any 
outstanding Accrued 
Payments 
only, and the Executive shall not be entitled to any other benefits 
or payments hereunder. Without 
limiting 
all 
other 
rights 
and 
remedies 
of 
the 
Company 
under 
this 
Agreement 
or 
otherwise, 
a 
termination of 
employment by 
the Executive 
without Good 
Reason upon 
proper notice, 
will not 
constitute a breach by the Executive of this Agreement. 
(f)
Resignation 
from 
all 
Boards. 
Upon 
termination 
or 
cessation 
of 
Executive's 
employment 
with 
the 
Company 
for 
any 
reason, 
including 
the 
cessation 
of 
employment 
upon 
expiration of the term of this Agreement, Executive agrees immediately to resign 
his employment 
with the Company and all 
affiliates. 
Any notice of termination or actual 
termination or cessation 
of employment shall 
act automatically 
to effect 
such resignation 
as well 
as resignation 
from any 
position on all boards of directors of the Company or any subsidiary or affiliate of the Company. 






 

 

 

 

 

8 
(g)
Termination 
and 
Clawback. 
Notwithstanding 
anything 
in 
this 
Agreement 
to 
the 
contrary, 
if 
the 
Executive 
engages 
in 
material 
willful 
misconduct 
in 
respect 
of 
his 
obligations 
hereunder, including, but not limited to, fraudulent 
misconduct, during the term 
of this Agreement 
or during the period in 
which he is otherwise entitled to 
receive payments hereunder following his 
termination of employment, then (i) the Executive shall 
be required to repay to the Company any 
incentive compensation (including equity awards) paid 
to the Executive during or with 
respect to 
the period in 
which he engaged 
in such misconduct, 
as determined by 
a majority of 
the Board of 
Directors of Group 
in its sole 
discretion, provided that 
no such determination 
may be made 
until 
Executive 
has 
been 
given 
written 
notice 
detailing 
the 
specific 
event 
constituting 
such 
material 
willful misconduct and an opportunity to appear before the Group Board (with legal counsel if 
so 
requested in writing by Executive) to discuss the specific circumstances alleged to give rise to the 
material willful misconduct; 
and (ii) 
upon such 
determination, if 
Executive has 
begun to 
receive 
payments or 
benefits under 
clauses (ii), 
(iii), (iv) 
and (v) 
of paragraph 
(c) of 
this Section 
6, then 
such payments and benefits shall immediately terminate, and Executive shall be required to repay 
to the Company the payments and the value of the benefits previously 
provided to him hereunder. 
(h)
Release of Claims 
as Condition. 
The Company's 
obligation to 
pay the 
separation 
allowance and 
provide all 
other benefits 
and rights 
(including equity 
vesting) referred 
to in 
this 
Agreement shall be conditioned 
upon the Executive or 
his estate having delivered 
to the Company 
an 
executed 
full 
and 
unconditional 
release 
of 
claims 
against 
the 
Company, 
its 
parent 
entities, 
affiliates, 
employee 
benefit 
plans 
and 
fiduciaries, 
officers, 
employees, 
directors, 
agents 
and 
representatives satisfactory in form and content to the Company's counsel. 
(i)
No Mitigation. 
In no event shall Executive be obligated to seek other employment 
or take 
any other 
action by 
way of 
mitigation of 
the amounts 
payable to 
Executive under 
any of 
the provisions of 
this Agreement, nor 
shall the amount 
of any payment 
hereunder be 
reduced by 
any compensation earned by Executive as a result of subsequent employment. 
(j)
Time for Payment. 
Subject to the terms and conditions set forth in Section 13, and 
except 
as 
otherwise 
expressly 
stated 
herein, 
benefits 
payable 
pursuant 
to 
this 
Section 
6, 
if 
any, 
shall be paid within sixty (60) days following Executive's termination of employment. 
7.
INDEMNIFICATION
. 
(a)
The 
Company 
shall 
indemnify, 
defend 
and 
hold 
Executive 
harmless, 
to 
the 
maximum extent permitted 
by law, against all judgments, fines, 
amounts paid in 
settlement and all 
reasonable expenses, including attorneys' fees incurred by him, in connection with the defense of, 
or as a result of, any action or proceeding (or any appeal from any action or proceeding) in which 
Executive is 
made or 
is threatened 
to be 
made a 
party by 
reason of 
the fact 
that he 
is or 
was an 
officer or director of 
the Company, regardless of whether such 
action or proceeding 
is one brought 
by or in the right of the Company. 
Each of the parties hereto shall give prompt notice to the other 
of any action or proceeding 
from which the Company is 
obligated to indemnify, 
defend and hold 
harmless Executive of which it or he (as the case may be) gains knowledge. 







 

9 
(b)
The Company agrees that the Executive shall be covered and insured up to the full 
limits 
provided 
by 
all 
directors' 
and 
officers' 
insurance 
which 
the 
Company 
then 
maintains 
to 
indemnify its 
directors and 
officers (and 
to indemnify 
the Company 
for any obligations 
which it 
incurs as a 
result of its 
undertaking to 
indemnify its 
officers and 
directors), subject 
to applicable 
deductibles and to the terms and conditions of such policies. 
(c)
As 
used 
in 
this 
section 
7, 
the 
term 
Company 
shall 
be 
construed 
to 
include 
the 
Company and its parent entities, affiliates and subsidiaries. 
8.
ARBITRATION
. 
The 
parties 
shall 
use 
their 
best 
efforts 
and 
good 
will 
to 
settle 
all 
disputes 
by 
amicable 
negotiations. 
The Company and 
Executive agree that, 
with the express 
exception of any 
dispute 
or 
controversy 
arising 
under 
Sections 
11 
and 
12 
of 
this 
Agreement, 
any 
controversy 
or 
claim 
arising 
out 
of 
or 
in 
any 
way 
relating 
to 
Executive's 
employment 
with 
the 
Company, 
including, 
without 
limitation, 
any 
and 
all 
disputes 
concerning 
this 
Agreement 
and 
the 
termination 
of 
this 
Agreement that 
are not 
amicably resolved 
by negotiation, 
shall be 
settled by 
arbitration in 
New 
Jersey, or such other place agreed to by the parties, as follows: 
Any 
such 
arbitration 
shall 
be 
heard 
by 
a 
single 
arbitrator. 
Except 
as 
the 
parties 
may 
otherwise agree, the arbitration, 
including the procedures for 
the selection of an 
arbitrator, shall be 
conducted in 
accordance with 
the National 
Rules for 
the Resolution 
of Employment 
Disputes of 
the American Arbitration Association ("AAA"). 
All 
attorneys' 
fees and 
costs 
of 
the 
arbitration 
shall in 
the 
first instance 
be 
borne by 
the 
respective party incurring such costs and fees, but the arbitrator shall have the discretion to award 
costs and/or attorneys' 
fees as he 
or she deems 
appropriate under the 
circumstances. 
The parties 
hereby expressly waive punitive damages, and 
under no circumstances shall an award 
contain any 
amounts that are in any way punitive in nature. 
Judgment 
on 
the 
award 
rendered 
by 
the 
arbitrator 
may 
be 
entered 
in 
any 
court 
having 
jurisdiction thereof. 
It is intended 
that controversies or 
claims submitted to 
arbitration under this 
Section 8 shall 
remain confidential, and to that 
end it is agreed by 
the parties that neither the 
facts disclosed in the 
arbitration, the 
issues arbitrated, 
nor the 
view or 
opinions of 
any persons 
concerning them, 
shall 
be disclosed 
to third 
persons 
at any 
time, except 
to the 
extent necessary 
to enforce 
an award 
or 
judgment 
or 
as 
required 
by 
law 
or 
in 
response 
to 
legal 
process 
or 
in 
connection 
with 
such 
arbitration. 
Notwithstanding the foregoing, 
each of the 
parties agrees that, 
prior to submitting 
a dispute 
under this Agreement to 
arbitration, the parties agree to 
submit for a period 
of sixty (60) days, to 
voluntary mediation 
before 
a jointly 
selected neutral 
third party 
mediator 
under the 
auspices of 
JAMS, 
New 
York, 
New 
York 
Resolutions 
Center 
(or 
any 
successor 
location), 
pursuant 
to 
the 
procedures 
of 
JAMS 
International 
Mediation 
Rules 
conducted 
in 
New 
Jersey 
(however, 
such 
mediation or obligation 
to mediate shall 
not suspend or 
otherwise delay any 
termination or other 
action of the Company or affect the Company's other rights). 







 

 

 

 

10 
9.
ENFORCEABILITY
. 
It is the 
intention of the 
parties that the 
provisions of this 
Agreement shall be 
enforced to 
the fullest 
extent permissible 
under the 
laws and 
public policies 
of each 
state and 
jurisdiction in 
which such 
enforcement is 
sought, but 
that the 
unenforceability (or 
the modification 
to conform 
with 
such 
laws 
or 
public 
policies) 
of 
any 
provisions 
hereof, 
shall 
not 
render 
unenforceable 
or 
impair the remainder of this Agreement. 
Accordingly, if any provision of this Agreement shall be 
determined 
to 
be 
invalid 
or 
unenforceable, 
either 
in 
whole 
or 
in 
part, 
this 
Agreement 
shall 
be 
deemed 
amended 
to 
delete 
or 
modify, 
as 
necessary, 
the 
offending 
provisions 
and 
to 
alter 
the 
balance of this 
Agreement in 
order to render 
the same 
valid and 
enforceable to 
the fullest 
extent 
permissible. 
10.
ASSIGNMENT
. 
This Agreement is personal in nature to the Company and the rights and obligations of the 
Executive 
under 
this 
Agreement 
shall 
not 
be 
assigned 
or 
transferred 
by 
the 
Executive. 
This 
Agreement and all of the 
provisions hereof shall be 
binding upon, and inure 
to the benefit of, 
the 
parties hereto and their successors (including successors by merger, 
consolidation, sale or similar 
transaction, 
permitted 
assigns, 
executors, 
administrators, 
personal 
representatives, 
heirs 
and 
distributees). 
11.
NON-DISCLOSURE; 
NON-SOLICITATION; 
COVENANTS 
OF 
EXECUTIVE; 
COOPERATION
. 
(a)
Executive 
acknowledges 
that 
as 
a 
result 
of 
the 
services 
to 
be 
rendered 
to 
the 
Company hereunder, 
Executive will 
be brought into 
close contact with 
many confidential affairs 
of 
the 
Company, 
its 
parents, 
subsidiaries 
and 
affiliates, 
not 
readily 
available 
to 
the 
public. 

Executive further acknowledges 
that the 
services to 
be performed 
under this 
Agreement are 
of a 
special, unique, 
unusual, extraordinary 
and intellectual 
character; that 
the business 
of the 
Company 
is international in 
scope; that its goods 
and services are 
marketed throughout the United 
States and 
other 
countries; 
and 
that 
the 
Company 
competes 
with 
other 
organizations 
that 
are 
or 
could 
be 
located in any part of the United States or the world. 
(b)
In recognition 
of the 
foregoing, Executive 
covenants and 
agrees that, 
except as 
is 
necessary in providing 
services under this 
Agreement, or 
as required by 
law or pursuant 
to legal 
process 
or 
in 
connection 
with 
an 
administrative 
proceeding 
before 
a 
governmental 
agency, 
Executive 
will 
not 
knowingly 
use 
for 
his 
own 
benefit 
nor 
knowingly 
divulge 
any 
Confidential 
Information 
and 
Trade 
Secrets 
of 
the 
Company, 
its 
parents, 
subsidiaries 
and 
affiliated 
entities, 
which are 
not otherwise in 
the public domain 
and, so long 
as they remain 
Confidential Information 
and 
Trade 
Secrets 
not 
in 
the 
public 
domain, 
will 
not 
disclose 
them 
to 
anyone 
outside 
of 
the 
Company 
either 
during 
or 
after 
his 
employment. 
For 
the 
purposes 
of 
this 
Agreement, 
"Confidential 
Information" 
and 
"Trade 
Secrets" 
of 
the 
Company 
mean 
information 
which 
is 
proprietary 
and 
secret 
to 
the 
Company, 
its 
parents, 
subsidiaries 
and 
affiliated 
entities. 
It 
may 
include, but 
is not 
limited to, 
information relating 
to present 
future concepts 
and business 
of the 
Company, 
its 
parents, 
subsidiaries 
and 
affiliates, 
in 
the 
form 
of 
memoranda, 
reports, 
computer 
software 
and 
data 
banks, 
customer 
lists, 
employee 
lists, 
books, 
records, 
financial 
statements, 
manuals, papers, contracts and strategic plans. 
As a guide, Executive is to consider information 







11 
originated, owned, 
controlled or 
possessed by 
the Company, 
its subsidiaries 
or affiliated 
entities 
which 
is 
not 
disclosed 
in 
printed 
publications 
stated 
to 
be 
available 
for 
distribution 
outside 
the 
Company, 
its 
parents, 
subsidiaries 
and 
affiliated 
entities 
as 
being 
secret 
and 
confidential. 
In 
instances where doubt does or should reasonably be understood to 
exist in Executive's mind as to 
whether 
information 
is 
secret 
and 
confidential 
to 
the 
Company, 
its 
subsidiaries 
and 
affiliated 
entities, Executive agrees to request an opinion, in writing, from the Company as to whether such 
information 
is 
secret 
and 
confidential. 
Nothing 
in 
this 
Agreement 
prohibits 
Executive 
from 
reporting possible violations 
of federal or 
state law 
or regulation to 
any governmental 
agency or 
entity or making other 
disclosures that are protected under 
the whistleblower provisions of federal 
or state law or regulation. 

(c)
In compliance 
with 18 
U.S.C. § 
1833(b), as 
established by 
the Defend 
Trade Secrets 
Act of 
2016, Executive 
is given 
notice of 
the following: 
(1) that 
an individual 
shall not 
be held 
criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade 
secret that 
(A) is 
made (i) 
in confidence 
to a 
Federal, State, 
or local 
government 
official, 
either 
directly or indirectly, or to an attorney; and (ii) solely for the 
purpose of reporting or investigating 
a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or 
other proceeding, if 
such filing is 
made under seal; 
and (2) that 
an individual who 
files a lawsuit 
for retaliation 
by an 
employer for 
reporting a 
suspected violation 
of law 
may disclose 
the trade 
secret to the 
attorney of the 
individual and use 
the trade secret 
information in the 
court proceeding, 
if the 
individual (A) 
files any 
document containing 
the trade 
secret under 
seal; and 
(B) does 
not 
disclose the trade secret, except pursuant to court order. 
(d)
Executive will deliver promptly to 
the Company on termination 
of his employment 
with 
the 
Company, 
or 
at 
any 
other 
time 
the 
Company 
may 
so 
request, 
all 
memoranda, 
notes, 
records, 
reports 
and 
other 
documents 
relating 
to 
the 
Company, 
its 
parents, 
subsidiaries 
and 
affiliated entities, and all 
property owned by the 
Company, 
its subsidiaries and affiliated 
entities, 
which 
Executive 
obtained 
while 
employed 
by 
the 
Company, 
and 
which 
Executive 
may 
then 
possess or have under his control. 
(e)
Executive will 
promptly disclose 
to the Company 
all inventions, processes, 
original 
works of authorship, trademarks, patents, improvements and discoveries 
related to the business of 
the Company, 
its subsidiaries 
and affiliated 
entities (collectively 
"Developments"), conceived 
or 
developed 
during 
Executive's 
employment 
with 
the 
Company 
and 
based 
upon 
information 
to 
which 
he 
had 
access 
during 
the 
term 
of 
employment, 
whether 
or 
not 
conceived 
during 
regular 
working 
hours, 
though 
the 
use 
of 
Company 
time, 
material 
or 
facilities 
or 
otherwise. 
All 
such 
Developments 
shall 
be 
the 
sole 
and 
exclusive 
property 
of 
the 
Company, 
and 
upon 
request 
Executive 
shall 
deliver 
to 
the 
Company 
all 
outlines, 
descriptions 
and 
other 
data 
and 
records 
relating 
to 
such 
Developments, 
and 
shall 
execute 
any 
documents 
deemed 
necessary 
by 
the 
Company to protect the Company's 
rights hereunder. 
Executive agrees upon request to 
assist the 
Company 
to 
obtain 
United 
States 
or 
foreign 
letters 
patent 
and 
copyright 
registrations 
covering 
inventions and original works of authorship belonging 
to the Company. 
If the Company is unable 
because of Executive's 
mental or physical 
incapacity to secure 
Executive's signature to 
apply for 
or to 
pursue any 
application for 
any United 
States or 
foreign letters 
patent or 
copyright registrations 
covering inventions and 
original works of 
authorship belonging to 
the Company, 
then Executive 
hereby 
irrevocably 
designates 
and 
appoints 
the 
Company 
and 
its 
duly 
authorized 
officers 
and 
agents as his agent and attorney in fact, to act for and in his behalf and 







 

12 
stead to execute 
and file any such 
applications and to 
do all other 
lawfully permitted acts 
to further 
the prosecution 
and issuance of 
letters patent or 
copyright registrations thereon 
with the same 
legal 
force and effect 
as if executed by 
him. 
Executive hereby waives and 
quitclaims to the 
Company 
any and all claims, 
of any nature 
whatsoever, that 
he may hereafter have 
for infringement of 
any 
patents or copyright resulting from registrations belonging to the Company. 
(f)
The 
Executive 
agrees 
that 
for 
a 
period 
of 
12 
months 
after 
the 
termination 
or 
cessation of 
the Executive's 
employment with 
the Company 
for any 
reason(except that 
the time 
period 
of 
such 
restrictions 
shall 
be 
extended 
by 
any 
period 
during 
which 
the 
Executive 
is 
in 
violation of this Section 11(e)) the Executive will not: 
(i)
directly or indirectly 
solicit, attempt 
to hire, or 
hire any employee 
of the 
Company or 
its affiliates 
(or any 
person who 
may have 
been employed 
by the 
Company or 
its 
affiliates during the 
last year 
of the 
Executive's employment with 
the Company), 
or assist in 
such 
hiring by any other person or business entity 
or encourage, induce or attempt to induce 
any such 
employee to terminate his or her employment with the Company or its affiliates; or 
(ii)
take action intended to encourage any 
vendor or supplier of the Company 
or its affiliates to cease 
to do business with the 
Company or its affiliates or materially 
reduce the 
amount of business the vendor or supplier does with the Company or its affiliates; or 
(iii)
materially disparage the Company or its affiliates. 
(g)
Executive agrees 
to cooperate 
with the 
Company, during the 
term of 
this Agreement 
and 
at 
any 
time 
thereafter 
(including 
following 
Executive's 
termination 
of 
employment 
for 
any 
reason), by making himself 
reasonably available to testify 
on behalf of the 
Company, 
its parents, 
subsidiaries and 
affiliates in any 
action, suit, 
or proceeding, 
whether civil, 
criminal, administrative, 
or investigative, and to 
assist the Company, 
in any such 
action, suit, or 
proceeding, by providing 
information 
and 
meeting 
and 
consulting 
with 
the 
Board 
or 
its 
representatives 
or 
counsel, 
or 
representatives 
or 
counsel 
to 
the 
Company, 
as 
requested; 
provided, 
however 
that 
it 
does 
not 
materially interfere 
with his 
then current 
professional activities. 
The Company 
agrees to 
reimburse 
Executive 
for 
all 
reasonable 
expenses 
actually 
incurred 
in 
connection 
with 
his 
provision 
of 
testimony or assistance. 
12.
NON-COMPETITION AGREEMENT
. 
The 
Executive 
agrees 
that 
throughout 
the 
term 
of 
his 
employment, 
and 
for 
a 
period 
of 
twelve (12) months after 
termination or cessation of 
employment for any reason, 
(except that the 
time period of such 
restrictions shall be extended 
by any period during 
which the Executive is 
in 
violation 
of 
this 
Section 
12), 
he 
will 
not 
engage 
in, 
participate 
in, 
carry 
on, 
own, 
or 
manage, 
directly 
or 
indirectly, 
either 
for 
himself 
or 
as 
a 
partner, 
stockholder, 
investor, 
officer, 
director, 
employee, agent, independent contractor, 
representative or consultant 
of any person, partnership, 
corporation 
or 
other 
enterprise, 
in 
any 
"Competitive 
Business" 
in 
any 
jurisdiction 
in 
which 
the 
Company 
or 
any 
of 
its 
affiliates 
actively 
conducts 
business. 
For 
purposes 
of 
this 
Section 
12, 
"Competitive Business" means the property and casualty insurance or reinsurance business. 






 

13 
The Executive's engaging in the following activities will not be 
deemed to be engaging or 
participating in a 
Competitive Business: (i) 
investment banking; 
(ii) passive 
ownership of 
less than 
2% 
of 
any 
class 
of 
securities 
of 
a 
company; 
(iii) 
engaging 
or 
participating 
solely 
in 
a 
noncompetitive 
business 
of 
an 
entity 
which 
also 
separately 
operates 
a 
business 
which 
is 
a 
"Competitive Business"; (iv) continued service 
on the USAA Board of 
Directors; and (v) service 
on the 
board of 
any public 
or private 
for profit 
and not 
for profit 
company that 
is not 
otherwise 
engaged 
in 
the 
property 
and 
casualty 
insurance 
or 
reinsurance 
business. 
Notwithstanding 
the 
foregoing, the 
Board shall consider 
any request 
from Executive 
to sit 
on the 
board of 
a Competitive 
Business and retain discretion to approve and 
waive the restriction of Executive to participate as 
a 
board member of a Competitive Business, but only during 
the 12 month non-compete period after 
the termination date or cessation of employment. 

For the avoidance of 
doubt, all restrictions 
on Executive embodied within 
this Section 12 
will cease at the 
end of the 12 month 
non-compete period following cessation 
of employment, and 
Executive is free 
at that time 
to be employed 
by or serve 
on the board 
of any Competitive Business 
without need to seek permission from the Group Board. 
The 
Executive 
acknowledges, 
with 
the 
advice 
of 
legal 
counsel, 
that 
he 
understands 
the 
foregoing provisions 
of this 
Section 12 
and that 
these provisions 
are fair, reasonable, 
and necessary 
for the protection of the Company's business. 
Executive 
agrees 
that 
the 
remedy 
at 
law 
for 
any 
breach 
or 
threatened 
breach 
of 
any 
covenant 
contained 
in 
Sections 
11 
and 
12 
will 
be 
inadequate 
and 
that 
the 
Company 
and 
its 
affiliates, in addition to such other remedies as may be available to it, in law or in equity, 
shall be 
entitled to injunctive relief without bond or other security. 
13.
TAXES
. 
(a)
All payments to 
be made to 
and on behalf 
of the 
Executive under this 
Agreement 
will be subject to required withholding of federal, state and local income, employment and excise 
taxes, and to related reporting requirements. 
(b)
Notwithstanding anything 
in this 
Agreement to 
the contrary, 
it is 
the intention 
of 
the 
parties 
that 
this 
Agreement 
comply 
with 
Section 
409A 
of 
the 
Internal 
Revenue 
Code, 
as 
amended (the "Code") and any regulations and other guidance issued 
thereunder or an exemption 
thereunder 
and 
shall 
be 
construed 
and 
administered 
in 
accordance 
with 
Section 
409A, 
and 
this 
Agreement 
and 
the 
payment 
of 
any 
benefits 
hereunder 
shall 
be 
operated 
and 
administered 
accordingly. 
Any payments under this 
Agreement that may 
be excluded from Section 
409A either 
as separation pay due to 
an involuntary separation from service 
or as a short-term deferral shall 
be 
excluded from Section 
409A to the maximum 
extent possible. To the extent Section 
409A applies, 
each installment payment 
provided under this 
Agreement shall be 
treated as 
a separate payment. 
Specifically, 
but 
not 
by 
limitation, 
the 
Executive 
agrees 
that 
if, 
at 
the 
time 
of 
termination 
of 
employment, 
the 
Company 
is 
considered 
to 
be 
publicly 
traded 
and 
he 
is 
considered 
to 
be 
a 
specified employee, 
as defined 
in Section 
409A, then 
some or 
all of 
such payments 
to be 
made 
hereunder as a result 
of his termination of 
employment shall be deferred 
for no more than 
six (6) 
months following such termination of employment, if and to the extent the delay in such payment 
is necessary in order to comply with the requirements of Section 409A of 







 

 

14 
the Code. 
Upon expiration of such six 
(6) month period (or, if earlier, his death), 
any payments so 
withheld 
hereunder 
from 
the 
Executive 
hereunder 
shall 
be 
distributed 
to 
the 
Executive, 
with 
a 
payment 
of 
interest 
thereon 
credited 
at 
a 
rate 
of 
prime 
plus 
1% 
(with 
such 
prime 
rate 
to 
be 
determined as of the actual payment date). 
(c)
With respect to any amount of expenses eligible for reimbursement 
that is required 
to 
be 
included 
in 
the 
Executive's gross 
income 
for 
federal 
income 
tax 
purposes, 
such 
expenses 
shall be reimbursed to 
the Executive no later 
than December 31 of 
the year following 
the year in 
which the Executive incurs the related expenses. 
In no event shall the amount of expenses (or in-
kind benefits) eligible for reimbursement in 
one taxable year affect the amount of 
expenses (or in-
kind 
benefits) 
eligible 
for 
reimbursement 
in 
any 
other 
taxable 
year 
(except 
for 
those 
medical 
reimbursements referred 
to 
in 
Section 
105(b) 
of 
the 
Internal Revenue 
Code 
of 
1986), 
nor 
shall 
Executive's right 
to reimbursement 
or in-kind 
benefits 
be subject 
to liquidation 
or exchange 
for 
another benefit. 
(d)
If 
the 
benefits 
payable 
hereunder 
constitute 
deferred 
compensation 
within 
the 
meaning of Section 
409A of the 
Code, then Executive 
shall execute and 
deliver to the 
Company 
the Release as referenced in section 6(h) within sixty (60) 
days following the date of termination. 

If such Release 
is not effective no 
later than sixty (60) 
days following the date 
of termination, then 
any such payments 
due following such 
date of termination 
other than the 
Accrued Benefits shall 
be forfeited. 
Benefits that would have otherwise been payable 
during such sixty (60) day period 
shall be accumulated 
and paid 
on the 60th 
day following 
Executive's termination, provided 
such 
Release shall have 
been executed and 
such revocation 
periods shall have 
expired. 
If a bona 
fide 
dispute 
exists, 
then 
Executive 
shall 
deliver 
a 
written 
notice 
of 
the 
nature 
of 
the 
dispute 
to 
the 
Company 
within 
thirty 
(30) 
days 
following 
receipt 
of 
such 
general 
release. 
Benefits 
shall 
be 
deemed 
forfeited 
if 
the 
release 
(or 
a 
written 
notice 
of 
a 
bona 
fide 
dispute) 
is 
not 
executed 
and 
delivered to the Company within the time specified herein. 
(e)
Termination 
of 
employment, or 
words 
of 
similar 
import, 
used in 
this 
Agreement 
means, 
for 
purposes 
of 
any 
payments 
under 
this 
Agreement 
that 
are 
payments 
of 
deferred 
compensation subject 
to Section 
409A of 
the Code, 
"separation from 
service" as defined 
in Section 
409A of the Code and the regulations promulgated thereunder. 
14.
SURVIVAL
. 
Anything in Section 
6 hereof to the 
contrary notwithstanding, the 
provisions of Section 
7 
through 16 shall survive the 
expiration or termination of this 
Agreement, regardless of the reasons 
therefor. 
15.
NO CONFLICT; REPRESENTATIONS 
AND WARRANTIES
. 
The Executive represents and warrants that, to the best of 
his knowledge and belief, (i) the 
information 
(written 
and 
oral) 
provided 
by 
the 
Executive 
to 
the 
Company 
in 
connection 
with 
obtaining 
employment 
with 
the 
Company 
or 
in 
connection 
with 
the 
Executive's 
former 
employments, 
work 
history, 
circumstances 
of 
leaving 
former 
employments, 
and 
educational 
background, 
is 
true 
and 
complete, 
(ii) 
he 
has 
the 
legal 
capacity 
to 
execute 
and 
perform 
this 
Agreement, (iii) this Agreement is a valid and binding obligation of the Executive enforceable 







 

 

 

15 
against him in 
accordance with its terms, 
(iv) the Executive's execution, 
delivery or performance 
of 
this 
Agreement will 
not 
conflict 
with 
or 
result 
in 
a 
breach of 
any 
agreement, 
understanding, 
order, judgment or 
other obligation to 
which the 
Executive is 
a party 
or by which 
he may 
be bound, 
written 
or 
oral, 
and 
(v) 
the 
Executive 
is 
not 
subject 
to 
or 
bound 
by 
any 
covenant 
against 
competition, non-disclosure or 
confidentiality obligation, or any 
other agreement, order, judgment 
or other obligation, written or oral, which would conflict with, restrict or limit the performance of 
the 
services 
to 
be 
provided 
by 
him 
hereunder. 
The 
Executive 
agrees 
not 
to 
use, 
or 
disclose 
to 
anyone 
within 
the 
Company, 
its 
parents, 
subsidiaries 
or 
affiliates, 
at 
any 
time 
during 
his 
employment hereunder, any trade 
secrets or any confidential 
information of any 
other employer or 
other third party. 
Executive has provided to the 
Company a true copy of 
any non-competition or 
non-solicitation obligation or agreement to which he may be subject. 
16.
MISCELLANEOUS
. 
(a)
Any notice 
to be 
given hereunder 
shall be 
in writing 
and delivered 
personally or 
sent by overnight mail, addressed to the party concerned at the address indicated below or to such 
other address as such party may subsequently give notice of hereunder in writing: 
If to the Company or Holdings: 
Everest Global Services, Inc. 
100 Everest Way 

Warren, New Jersey 07059 
Attention: General Counsel 
If to Executive: 
Employee's last known address, as reflected in the Company's records. 
Any notice given 
as set 
forth above 
will be deemed 
given on the 
business day 
sent when 
delivered by hand during normal business hours, on the business 
day after the business day sent if 
delivered 
by 
a 
nationally-recognized 
overnight 
courier, 
or 
on 
the 
third 
business 
day 
after 
the 
business day sent if delivered by registered or certified mail, return receipt requested. 
(b)
Law Governing. 
This Agreement shall 
be deemed 
a contract 
made under 
and for 
all purposes 
shall be 
construed in 
accordance with, 
the laws 
of the 
State of 
New Jersey 
without 
reference to the principles of conflict of laws. 
(c)
Jurisdiction. 
Subject 
to 
Section 
8 
above, 
(i) 
in 
any 
suit, 
action 
or 
proceeding 
seeking to 
enforce any 
provision of this 
Agreement or 
for purposes 
of resolving 
any dispute 
arising 
out of or related to 
this Agreement (including Sections 11 and 12 or 
the transactions contemplated 
by 
this 
Agreement), 
the 
Company 
and 
the 
Executive 
each 
hereby 
irrevocably 
consents 
to 
the 
exclusive jurisdiction 
of any 
federal court 
located in 
the State 
of New 
Jersey or 
any of 
the state 
courts of the State of New Jersey; (ii) the 
Company and the Executive each hereby waives, to the 
fullest extent permitted by applicable law, any objection which it or he 
may now or hereafter have 
to the laying 
of venue of 
any such suit, 
action or proceeding 
in any such 
court or that 
any such suit, 
action or proceeding brought in any such court has been brought in an 







 

 

 

 

 

 

 

16 
inconvenient forum; 
(iii) process 
in any 
such suit, 
action or 
proceeding may 
be served 
on either 
party anywhere in 
the world, whether within 
or without the 
jurisdiction of such 
court, and, without 
limiting the foregoing, each of 
the Company and the Executive 
irrevocably agrees that service of 
process on such party, in the same manner as provided for notices in Section 16(a) 
above, shall be 
deemed effective service of process on 
such party in any such suit, 
action or proceeding; and (iv) 
WAIVER 
OF JURY 
TRIAL: EACH 
OF THE 
COMPANY 
AND THE 
EXECUTIVE HEREBY 
IRREVOCABLY 
WAIVES 
ANY AND 
ALL 
RIGHT 
TO 
TRIAL BY 
JURY 
IN ANY 
LEGAL 
PROCEEDINGS 
ARISING 
OUT 
OF 
OR 
RELATED 
TO 
THIS 
AGREEMENT 
OR 
THE 
TRANSACTIONS CONTEMPLATED 
BY THIS AGREEMENT. 
(d)
Headings. 
The Section headings contained in 
this Agreement are for convenience 
of reference 
only and 
are not 
intended to 
determine, limit 
or describe 
the scope 
or intent 
of any 
provision of this Agreement. 
(e)
Number 
and 
Gender. 
Whenever 
in 
this 
Agreement 
the 
singular 
is 
used, 
it 
shall 
include 
the 
plural 
if 
the 
context 
so 
requires, 
and 
whenever 
the 
feminine 
gender 
is 
used 
in 
this 
Agreement, it shall be construed 
as if the masculine, feminine 
or neuter gender, 
respectively, 
has 
been used 
where 
the 
context 
so 
dictates, 
with 
the 
rest 
of 
the 
sentence 
being 
construed as 
if 
the 
grammatical and terminological changes thereby rendered necessary have been made. 
(f)
Entire 
Agreement. 
This 
Agreement 
contains 
the 
entire 
agreement 
and 
understanding between 
the parties 
with respect 
to the 
subject 
matter 
hereof 
and 
supersedes 
any 
prior 
or 
contemporaneous 
understandings 
and 
agreements, 
written 
or 
oral, 
between 
and 
among 
them respecting such subject matter, including, without limitation, the Prior Agreement. 
(g)
Counterparts. 
This 
Agreement 
may 
be 
executed 
in 
counterparts, 
each 
of 
which 
shall be deemed an original but both of which taken together shall constitute one instrument. 
(h)
Expenses. 
All 
reasonable 
legal 
and 
advisor 
fees 
and 
expenses 
incurred 
by 
Executive in negotiating and entering into this Agreement will 
be paid by the Company. 
All such 
fees and expenses 
will be paid by 
the Company within thirty 
(30) days after 
the Company's receipt 
of the invoices therefor. 
(i)
Amendments. 
This Agreement may not be amended except 
by a writing executed 
by each of the parties to this Agreement. 
(j)
No 
Waiver. 
No 
provision 
of 
this 
Agreement 
may 
be 
modified, 
waived 
or 
discharged unless such waiver, modification or discharge is agreed to in writing and 
signed by the 
Executive and such 
officer as 
may be specifically 
designated by the 
Board. 
No waiver by 
either 
party 
at 
any 
time 
of 
any 
breach 
by 
the 
other 
party 
of, 
or 
compliance 
with, 
any 
condition 
or 
provision 
of 
this 
Agreement 
to 
be 
performed 
by 
such 
other 
party 
shall 
be 
deemed 
a 
waiver 
of 
similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 
[signature page follows] 
 







 

 

 

 

17 
IN 
WITNESS 
WHEREOF, 
the 
parties 
hereto 
have 
duly 
executed 
this 
Agreement 
as 
of 
December 17, 2021. 
EVEREST GLOBAL SERVICES, INC. 
/S/ SANJOY MUKHERJEE 
Sanjoy Mukherjee 
Executive Vice President 
EVEREST REINSURANCE 
HOLDINGS, INC. 
/S/ SANJOY MUKHERJEE 
Sanjoy Mukherjee 
Executive Vice President 
EVEREST RE GROUP, 
LTD. 
/S/ SANJOY MUKHERJEE 
Sanjoy Mukherjee 
Executive Vice President 
/S/ JUAN C. ANDRADE
Juan C. Andrade