EX-10.1



 Exhibit 10.1 

 
 



 
 Board of Directors 
 Compensation Program 
 For 

Non-Executive Directors 
 May,
2013 







 PartnerRe Ltd. Board of Directors Compensation Policy 

PartnerRe Ltd. (the “Company”) has developed a Board of Directors Compensation Policy for Non-Executive Directors (the “Policy”) to
address specific objectives: 
  

	 	•	 	 Establish competitive levels of remuneration, benchmarked against an appropriate peer group. 



 

	 	•	 	 Align the interests of Directors and shareholders by using equity as a major component of the total compensation package. 



 

	 	•	 	 Establish one approach to Directors compensation in recognition of the Company’s strategy to rotate Directors’ committee assignments
periodically. 


  

	 	•	 	 Demonstrate good governance and corporate responsibility. 


 As part of this Policy, as approved by the Nominating and Governance Committee, PartnerRe offers a competitive mix of cash and equity compensation for each non executive director and for the Chairman of
the Board (the “Chairman”) (together the “Directors”1). 
 The total compensation package for Director’s service on a calendar year period consists
of two components: 
  

	 	•	 	 Cash compensation; and 


  

	 	•	 	 Restricted Share Units (“RSUs”). 


  

													
	 Component
	 	Director*
Annual 
Amount	 	 	Committee Chair
Fee
Annual Amount	 	 	Chairman of the 
Board
Annual Amount	 
	 Cash
	 	$	80,000	  	 	$	15,000	  	 	$	160,000	  
	 RSUs
	 	$	150,000	  	 				 	$	180,000	  
	 Dividend equivalents paid on RSUs
	 	 
 	Per actual dividend rate
declared by the Board	  
  	 				 	 
 	Per actual dividend rate
declared by the Board	  
  

  

	*	Chairman excluded 

 Cash Compensation

 Directors are entitled to receive cash compensation on an annual basis (as detailed in the table above). Cash compensation is paid once a
year on June 15 or the nearest business day thereafter. 
 Elective Equity Incentive 

Deferred Cash Compensation 
 Directors may
elect to defer 50% or 100% of their cash compensation into RSUs (see RSU description). 
 Company Match 

Should a Director elect to defer his or her cash compensation into RSUs, deferred amounts will receive an additional matching award equal to 25% of the
deferred dollar amount. The matching award will be granted in RSUs (see RSU description). 
 Equity Compensation 

RSUs 
 Directors are entitled to receive
RSUs (as detailed in the table above). RSUs are granted once a year on June 15 or the nearest business day thereafter. 

 

	1 	For the purpose of this document, all references to Directors refer to non-executive directors only and does not include executive directors 


  
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 The number of RSUs awarded is determined by the applicable annual U.S. dollar amount of the award divided by
the Fair Market Value of the Shares (both terms as defined in the PartnerRe Ltd 2003 Non-Employee Directors Share Plan, as amended or replaced from time to time, the “Plan”) on the grant date. RSUs will cliff vest after 5 years from the
grant date and automatic delivery will also occur at this time. 
 Dividend Equivalents 

All RSU awards will accrue dividend equivalents on the same basis as the shares underlying the RSUs, with such dividend equivalents payable annually on
June 15 or the nearest business day thereafter, with no accrued interest on the dividend equivalents. 
 Delivery of RSUs

 Prior to the RSU grant, Directors will have the ability to elect to receive 60% of the value of the RSUs in Shares and 40% in cash.

 Directors Ownership Guidelines 
 Directors are required to own a minimum number of shares equal to 4 times his or her annual cash compensation entitlement (excluding Committee Chair Fee) (“Ownership Target”). For the purpose of
determining the Ownership Target, both shares owned by the Director as well as RSUs are included in the calculation. Directors who do not meet the Ownership Target are required to receive at least 50% of their cash compensation in RSUs until the
Ownership Target is met. 
 Transfers of equity interests into Trusts or Family Partnerships can only occur if the Director Ownership Targets
continue to be met after the transfer has occurred subject to the approval of the Nominating and Governance Committee and in compliance with certain restrictions. 
 Maximum Annual Equity Awards 
 RSU awards made to Directors shall not exceed the maximum
annual limit stated in the Plan. 
 Appointment and Termination of service 
 Appointment 
 Any newly appointed Director is entitled to receive: 

 

	 	•	 	 an amount equal to the annual amount of cash compensation prorated based on the number of days between the date of appointment and December 31
inclusive (the “Prorated Cash Compensation”); and 


  

	 	•	 	 a number of RSUs equal to the applicable annual U.S. dollar amount prorated based on the number of days between the date of appointment and
December 31 inclusive (the “Prorated Number of RSUs”). 


 Should a Director be appointed before June 15,
he/she will receive on June 15 or the nearest business day thereafter, of the year of appointment the Prorated Cash Compensation and the Prorated Number of RSUs. 
 Should the Director be appointed after June 15, the Prorated Cash Compensation and the Prorated Number of RSUs will be paid or granted on June 15 of the following year. 

Termination of service 
 Appendix A will
apply to cash compensation/clawback, share options (previously granted) and RSUs in the event of the Director’s termination of service. 

  
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 Travel 
 The Company agrees to reimburse all business expenses related to services rendered, including attendance at educational sessions, as a Director. 
 Partner program 
 Every two years the Company invites the partners of Directors to attend
events at the Board meeting. The cost of providing the program (excluding travel) is covered by the Company. The Board has decided that travel costs for partners to attend these programs shall be paid by the Director and shall not be reimbursed by
the Company. 

  
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 Appendix A 
 PartnerRe Ltd. 
 Permissible Termination = Change in control, death, permanent
disability, mandatory retirement, voluntary termination due to acceptance of a public service position that would either preclude Board service or make such continued service impractical and failure to be re-elected to the Board by Shareholders.

  

											
	 	 	 	 	 Termination Before
June 15th
	 	 Termination After
June 15th

	 Pay Component
	 	 Payment / Grant Date
	 	 Permissible
	 	 Non-Permissible
	 	 Permissible
	 	 Non-Permissible

	Cash Retainer	 	Retainer is paid on June 15th for the calendar year	 	Pay pro rata retainer	 	Pay pro rata retainer	 	Clawback unearned retainer	 	Clawback unearned retainer
						
	Restricted Share Units	 	RSUs are granted on June 15th for the calendar year with a five-year cliff vest	 	 Not granted for current year
  

Accelerated vesting of prior unvested awards
	 	 Not granted for current year
  

Forfeiture of unvested awards
	 	 Accelerated vesting of prior year’s unvested awards and pro rata portion of current year’s award

 
 Forfeiture of unvested portion of current year’s award
	 	Forfeiture of unvested awards
						
	Share Options (previously granted)	 	Share options are granted on June 15th for the calendar year with a three-year ratable vesting schedule	 	 Not granted for current year. Accelerated vesting of prior unvested share options.

 
 Continued exercisability of outstanding share options for remainder of the
term
	 	 Not granted for current year. Forfeiture of unvested share options

 
 Continued exercisability of outstanding share options for remainder of the
term
	 	 Accelerated vesting of prior year’s unvested share options and pro rata portion of current year’s share options

 
 Continued exercisability of outstanding share options for remainder of the
term
  
 Forfeiture of unvested portion of current year’s
award
	 	 Forfeiture of unvested share options
  

Continued exercisability of outstanding share options for remainder of the term



  
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