EX-10.1



 





Exhibit 10.1




PLATINUM
UNDERWRITERS HOLDINGS, LTD.
The Belvedere Building

69 Pitts Bay Road

Pembroke HM 08 Bermuda




	 	 	 
	 

	 	June 1, 2007






Mr. James A. Krantz

29 Inwood Drive

Paget, PG 05

Bermuda




Dear Jim:




     I am writing this letter (the “Letter Agreement”) to confirm the terms and conditions of your
employment with Platinum Underwriters Holdings, Ltd., a Bermuda company (“Platinum”).



1. Term of Employment.




     Your employment hereunder will commence on June 1, 2007 or such later date that you shall have
received the approval of the Bermuda Department of Immigration (the “Effective Date”) and, subject
to termination as provided in Section 11, shall end on the third anniversary of the Effective Date;
provided that on the third anniversary of the Effective Date and each anniversary thereafter, the
term of your employment shall automatically be extended by an additional year unless Platinum or
you give the other party written notice, at least thirty (30) days prior to the applicable
anniversary of the Effective Date, that you have determined or it has determined that the term
shall not be so extended. Such employment period, as extended, shall hereinafter be referred to as
the “Term.”



2. Title and Duties.




     During the Term, you will serve as Executive Vice President and Chief Financial Officer of
Platinum and will have such duties and responsibilities and power and authority as those normally
associated with such position in public companies of a similar stature, plus any additional duties,
responsibilities and/or power and authority assigned to you by the Chief Executive Officer of
Platinum.



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3. Base Salary.




     During the Term, Platinum will pay you a minimum base salary at an annual rate of US$365,000
(the “Base Salary”) payable in accordance with Platinum’s payroll practices as in effect from time
to time.



4. Bonus.




     During the Term, you will be eligible for an annual performance bonus pursuant to the terms of
Platinum’s Amended and Restated Annual Incentive Plan (the “Annual Bonus”). Your Annual Bonus will
have an incentive target equal to 75% of earned Base Salary (the “Target Bonus”) with the range of
bonus payout to be from 0% to 150% of earned Base Salary, depending upon the achievement of
performance criteria established under Platinum’s Amended and Restated Annual Incentive Plan. The
Annual Bonus will generally be paid following the end of the applicable fiscal year, part in cash
and part in share units or other equity incentives, as determined by the Compensation Committee of
Platinum’s Board of Directors (the “Committee”).



5. Executive Incentive Plan Awards.




     During the Term, you will be a participant in Platinum’s Amended and Restated Executive
Incentive Plan. During each year of the Term, it is expected that you will be granted a target
annual award opportunity of 75% of your Base Salary, payable if certain performance objectives are
achieved by Platinum over a multi-year period (each, an “EIP Award”). The actual amount, the terms
and conditions and the form of payment of any EIP Award will be determined by the Committee in its
sole discretion, in accordance with the terms of the Amended and Restated Executive Incentive Plan.



6. Share Ownership.




     You acknowledge that, in accordance with Platinum’s share ownership guidelines, you are
required to accumulate 30,000 Common Shares before selling Common Shares received under any of
Platinum’s compensation plans, subject to certain exceptions set forth in the guidelines.



7. Employee Benefits.




     During the Term, you and your eligible dependents will be eligible to participate in the
employee benefit plans and arrangements that are generally available to senior executives of
Platinum, subject to the terms and conditions of such plans and arrangements. The Committee
reserves the right to amend or terminate any employee benefit plan at any time and to adopt any new
plan or arrangement.



8. Housing and Car Allowance.




     You will be entitled to a housing and living allowance of US$24,000 per month. In addition,
you will be entitled to a car allowance of US$700 per month.



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9. Perquisites.




     Platinum will reimburse you for reasonable dues and fees for a golf and health club membership
during the Term, as well as such other perquisites and fringe benefits as may be approved by the
Committee from time to time.



10. Business Expenses.




     During the Term, Platinum will reimburse you for all reasonable expenses and disbursements in
carrying out your duties and responsibilities under this Letter Agreement in accordance with
Platinum’s policy for senior executives as in effect from time to time.



11. Termination of Employment.




     (a) Termination for Good Reason or Without Cause. If you terminate your employment
for “Good Reason” (as defined below) or if your employment is terminated by Platinum without
“Cause,” (as defined below) you will be entitled to receive a lump sum cash payment equal to the
sum of (i) one year’s Base Salary and Target Bonus, and (ii) any earned but unpaid Base Salary or
other amounts (including reimbursable expenses and any vested amounts or benefits under Platinum’s
otherwise applicable employee benefit plans or programs) accrued and owing through the date of
termination. The foregoing payment will be conditioned upon you executing and honoring a standard
waiver and release of claims in favor of Platinum in a form determined by Platinum.



     (b) Termination Other than for Good Reason; Termination for Cause. If you terminate
your employment other than for Good Reason or if your employment is terminated by Platinum for
Cause, you will receive no further payments, compensation or benefits under this Letter Agreement,
except you will be eligible to receive, upon the effectiveness of such termination, any earned but
unpaid Base Salary and other amounts (including reimbursable expenses and any vested amounts or
benefits under Platinum’s employee benefit plans or programs) accrued or owing prior to the
effectiveness of such termination.



     (c) Death or Disability. Upon the termination of your employment on account of your
death or “Disability” (as defined below), you or your beneficiaries will receive (i) any earned but
unpaid Base Salary through the date of termination plus a pro-rata portion through the date of
termination of your Target Bonus for the year of termination, and (ii) all other amounts (including
reimbursable expenses and any vested amounts or benefits under Platinum’s employee benefit plans or
programs) accrued or owing prior to the effectiveness of such termination.



     (d) Definitions.




  (i) Cause. For purposes of this Letter Agreement, “Cause” means (i) your willful
and continued failure to substantially perform your duties as Executive Vice President and Chief
Financial Officer of Platinum; (ii) your conviction of, or plea of guilty or nolo contendere to,
a felony or other crime involving moral turpitude; or (iii) your engagement in any malfeasance
or fraud or dishonesty of a substantial nature in connection with your



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position with Platinum or its subsidiaries, or other willful act that materially damages
the reputation of Platinum or its subsidiaries.




  (ii) Good Reason. For purposes of this Letter Agreement, “Good Reason” means (i)
Platinum reduces your Base Salary or your Target Bonus without your express written consent;
(ii) Platinum reduces the scope of your duties, responsibilities or authority without your
express written consent; (iii) Platinum requires you to report to anyone other than the Chief
Executive Officer; (iv) Platinum requires you to be principally based other than in Platinum’s
offices in Bermuda; or (v) Platinum breaches any other material provision of this Letter
Agreement; provided, however, that if you voluntarily consent to any reduction
or change described above in lieu of exercising your right to resign for Good Reason and deliver
such consent to Platinum in writing, then such reduction or change shall not constitute “Good
Reason” hereunder, but you shall have the right to resign for Good Reason under this Letter
Agreement as a result of any subsequent reduction or change described above.




  (iii) Disability. For purposes of this Letter Agreement, “Disability” means a
termination of your employment by Platinum if you have been rendered incapable of performing
your duties to Platinum by reason of any medically determined physical or mental impairment that
can be expected to result in death or that can be expected to last for a period of either (i)
six or more consecutive months from the first date of your absence due to the disability or (ii)
nine or more months during any twelve-month period.



12. Covenants.




     In exchange for the remuneration outlined above, in addition to providing services to Platinum
as set forth in this Letter Agreement, you agree to the following covenants, which are intended to
survive the Term and any termination or expiration of this Letter Agreement:



     (a) Confidentiality. During the period of your employment and following any
termination of your employment for any reason, you will keep confidential any trade secrets and
confidential or proprietary information of Platinum (and its subsidiaries and affiliates) which are
now known to you or which hereafter may become known to you as a result of your employment or
association with Platinum and will not at any time, directly or indirectly disclose any such
information to any person, firm or corporation, or use the same in any way other than in connection
with the business of Platinum (or its subsidiaries or affiliates) during, and at all times after,
the termination of your employment. For purposes of this Letter Agreement, “trade secrets and
confidential or proprietary information” means information unique to Platinum (or its subsidiaries
or affiliates) which has a significant business purpose and is not known or generally available
from sources outside Platinum (or its subsidiaries or affiliates) or typical of industry practice,
but shall not include any of the foregoing (i) information that becomes a matter of public record
or is published in a newspaper, magazine or other periodical available to the general public, other
than as a result of any act or omission of you or (ii) information that is required to be disclosed
by any law, regulation or order of any court or regulatory commission, department or agency,
provided that you give prompt notice of such requirement to Platinum (or its subsidiaries or
affiliates), as appropriate, to enable Platinum (or its subsidiaries or affiliates), as
appropriate, to seek an appropriate protective order or confidential treatment.



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     (b) Non-Solicitation. You further covenant that during the term of your employment
with Platinum and during the fifteen month period following termination of your employment for any
reason, you will not, directly or indirectly, hire, or cause to be hired by an employer with whom
you may ultimately become associated, any senior executive of Platinum (or its subsidiaries or
affiliates) at the time of termination of your employment with Platinum (defined for such purposes
to include executives that report directly to you or that report directly to such executives that
report directly to you).



     (c) Enforcement. You acknowledge that if you breach any provision of this Section 12,
Platinum (or its subsidiaries or affiliates) will suffer irreparable injury. It is therefore
agreed that Platinum (or its subsidiaries or affiliates) shall have the right to enjoin any such
breach, without posting any bond, if permitted by a court of the applicable jurisdiction. You
hereby waive the adequacy of a remedy at law as a defense to such relief. The existence of this
right to injunctive or other equitable relief shall not limit any other rights or remedies which
Platinum (or its subsidiaries or affiliates) may have at law or in equity including, without
limitation, the right to monetary, compensatory and punitive damages. You acknowledge and agree
that the provisions of this Section 12 are reasonable and necessary for the successful operation of
Platinum. In the event an arbitrator or a court of competent jurisdiction determines that you have
breached your obligations in any material respect under this Section 12, Platinum, in addition to
pursuing all available remedies under this Letter Agreement, at law or otherwise, and without
limiting its right to pursue the same shall cease all payments to you under this Letter Agreement.
If any provision of this Section 12 is determined by a court of competent jurisdiction to be not
enforceable in the manner set forth in this Letter Agreement, you and Platinum agree that it is the
intention of the parties that such provision should be enforceable to the maximum extent possible
under applicable law. If any provisions of this Section 12 are held to be invalid or
unenforceable, such invalidation or unenforceability shall not affect the validity or
enforceability of any other provision of this Letter Agreement (or any portion thereof).



13. Miscellaneous Provisions.




     (a) All compensation paid to you under this Letter Agreement shall be subject to all
applicable income tax, employment tax and all other federal, state and local tax withholdings and
deductions.



     (b) This Letter Agreement constitutes the entire agreement between you and Platinum with
respect to the subject matter hereof and supercedes any and all prior agreements or understandings
between you and Platinum or any of its subsidiaries or affiliates with respect to the subject
matter hereof, whether written or oral. This Letter Agreement may not be amended or terminated
without the prior written consent of you and Platinum.



     (c) This Letter Agreement may be executed in any number of counterparts which together will
constitute but one agreement.



     (d) This Letter Agreement will be binding on and inure to the benefit of our respective
successors and, in your case, your heirs and other legal representatives. Other than as provided
herein, the rights and obligations described in this Letter Agreement may not be assigned by either
party without the prior written consent of the other party.



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     (e) Subject to Section 12(c) hereof, all disputes arising under or related to this Letter
Agreement will be settled by arbitration under the Commercial Arbitration Rules of the American
Arbitration Association then in effect as the sole and exclusive remedy of either party. Such
arbitration shall be held in New York City. Any judgment on the award rendered by such arbitration
may be entered in any court having jurisdiction over such matters. Each party’s costs and expenses
of such arbitration, including reasonable attorney fees and expenses, shall be borne by such party,
unless you are the prevailing party in the award entered in such arbitration, in which case, all
such costs and expenses shall be borne by Platinum.



     (f) All notices under this Letter Agreement will be in writing and will be deemed effective
when delivered in person, or five (5) days after deposit thereof in the mails, postage prepaid, for
delivery as registered or certified mail, addressed to the respective party at the address set
forth below or to such other address as may hereafter be designated by like notice. Unless
otherwise notified as set forth above, notice will be sent to each party as follows:


You, to:



The address maintained in Platinum’s records



Platinum, to:



Platinum Underwriters Holdings, Ltd.

The Belvedere Building

69 Pitts Bay Road

Pembroke HM 08, Bermuda

P.O. Box HM 3012

Hamilton HM MX, Bermuda

Attention: General Counsel




     In lieu of personal notice or notice by deposit in the mail, a party may give notice by
confirmed e-mail or fax, which will be effective upon receipt.



     (g) This Letter Agreement will be governed by and construed and enforced in accordance with
the laws of the State of New York without reference to rules relating to conflict of laws.



     (h) This Letter Agreement supercedes any inconsistent provisions of any plan or arrangement
that would otherwise be applicable to you to the extent such provisions would limit any rights
granted to you hereunder or expand any restrictions imposed on you hereby.



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     This Letter Agreement is intended to be a binding obligation upon Platinum and yourself. If
this Letter Agreement correctly reflects your understanding, please sign and return one copy to me
for Platinum’s records.



	 	 	 	 	 
	 	 	PLATINUM UNDERWRITERS HOLDINGS, LTD.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael D. Price
	 

	 	 	 	 
	 	 	Name: Michael D. Price

Title: President and Chief Executive Officer





The above Letter Agreement correctly reflects our understanding, and I hereby confirm my agreement
to the same.




	 	 	 
	/s/ James A. Krantz
 

James A. Krantz

	 	 






Dated as of June 1, 2007




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