Exhibit 10.1
SERVICE AGREEMENT
This SERVICE AGREEMENT (the "Agreement") is made as of this 13th day of March,
2008, by and between Christopher L. Harris, an individual having an address at
94 Pitts Bay Road, P.O. Box HM 2079, Pembroke HM HX, Bermuda (the "Executive")
and Montpelier Re Holdings Ltd., whose registered office is located at Clarendon
House, 2 Church Street, Hamilton, Bermuda (the "Company").
W I T N E S S E T H:
WHEREAS, pursuant to a Service Agreement, dated as of March 25, 2002 between the
Company and the Executive and subsequent amendments, the Executive currently
serves as President and Chief Underwriting Officer and Chief Risk Officer of the
Company; and
WHEREAS, the Company desires to continue to employ the Executive, and the
Executive desires to continue employment under the terms and conditions of this
Agreement;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1.
EMPLOYMENT.
THE COMPANY HEREBY SHALL CONTINUE TO EMPLOY THE
EXECUTIVE, AND THE EXECUTIVE HEREBY ACCEPTS THE CONTINUATION OF EMPLOYMENT AS
THE PRESIDENT OF THE COMPANY AND ACCEPTS THE NEW POSITION OF CHIEF EXECUTIVE
OFFICER ("CEO") OF THE COMPANY, UNDER THE TERMS AND SUBJECT TO THE CONDITIONS
SET FORTH HEREIN.
2.
TERM.
SUBJECT TO PARAGRAPH 7, THE EXECUTIVE SHALL BE EMPLOYED
HEREUNDER FOR THE PERIOD COMMENCING JULY 1, 2008, WHICH SHALL BE THE EFFECTIVE
DATE ("EFFECTIVE DATE") OF THIS AGREEMENT, AND ENDING JUNE 30, 2011 (THE
"TERM").
3.
DUTIES.
(A)
DURING THE TERM, THE EXECUTIVE SHALL HAVE ALL RESPONSIBILITIES COMMENSURATE
WITH THE POSITIONS OF PRESIDENT AND CEO.
THE EXECUTIVE SHALL PERFORM SUCH
DUTIES AND EXERCISE SUCH POWERS IN RELATION TO THE BUSINESS OF THE COMPANY, OR
OF ANY GROUP COMPANY, AS MAY FROM TIME TO TIME BE ASSIGNED TO OR VESTED IN HIM
BY THE BOARD AND SHALL GIVE TO THE BOARD SUCH INFORMATION REGARDING THE AFFAIRS
OF THE COMPANY, AND OF ANY GROUP COMPANY, AS IT SHALL REQUIRE AND AT ALL TIMES
IN ALL RESPECTS CONFORM TO AND COMPLY WITH THE REASONABLE DIRECTIONS AND
REGULATIONS MADE BY THE BOARD.
THE EXECUTIVE SHALL PERFORM SUCH SERVICES FOR
ANY GROUP COMPANY, INCLUDING BUT NOT LIMITED TO MONTPELIER REINSURANCE LTD.,
(WITHOUT FURTHER REMUNERATION EXCEPT AS OTHERWISE AGREED), AND SHALL ACCEPT SUCH
OFFICES IN ANY SUCH GROUP COMPANY AS THE BOARD MAY REQUIRE.
THE EXECUTIVE SHALL
WELL AND FAITHFULLY SERVE THE COMPANY AND THE GROUP COMPANIES, AND SHALL USE HIS
BEST ENDEAVORS TO PROMOTE, DEVELOP AND EXTEND THEIR BUSINESSES AND INTERESTS,
GIVING AT ALL TIMES THE FULL BENEFIT OF HIS KNOWLEDGE, EXPERTISE, TECHNICAL
SKILL AND INGENUITY.
ALL OTHER SENIOR OFFICERS AND EXECUTIVES OF THE COMPANY
SHALL REPORT TO THE EXECUTIVE.
FOR PURPOSES OF THIS AGREEMENT, "GROUP COMPANY"
SHALL MEAN AND INCLUDE ANY COMPANY WHICH IS FROM TIME TO TIME A HOLDING COMPANY
(AS DEFINED BY SECTION 86 OF THE COMPANIES ACT 1981 (THE "COMPANIES ACT"), BUT