Exhibit
10.2


EMPLOYMENT AGREEMENT


THIS AGREEMENT (the “Agreement”),
dated as of April 4, 2006, is by and between CastlePoint Holdings, Ltd., a Bermuda
exempted company (the “Company”), and Joel Weiner (the “Executive”).


WITNESSETH THAT


WHEREAS, the Company is a
newly formed Bermuda exempted company that proposes to make a private placement
of the Company’s securities with net proceeds to the Company of at least $100
million (the “Offering”); and


WHEREAS, the Executive is
presently employed by Tower Group, Inc. or one of its affiliates (“Tower”) and
will cease to be employed by Tower as of the effective date of the Offering;
and


WHEREAS, the Executive and
the Company wish to enter into a written agreement setting forth the terms and
conditions of the Executive’s employment with the Company following completion
of the Offering; and


WHEREAS, this Agreement is
the entire agreement between the parties concerning the subject matter hereof
and supersedes all prior agreements concerning the same subject.


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein, the
Company and the Executive hereby agree as follows:


1.             Term.


(a)           Term of Employment.


(i)            The Company shall employ the
Executive, and the Executive shall serve the Company, on the terms and subject
to the conditions set forth in this Agreement, commencing on the date of the
closing of the Offering (the “Effective Date”) and, unless sooner terminated
pursuant to section 4, continuing until the date that is the one-year anniversary
of the Effective Date or such later date as provided in subsection 1(a)(ii)
below (the “Term of Employment”).


(ii)            The Term of Employment shall be
extended automatically for one additional year on the last day before the first
anniversary of the Effective Date and for one additional year on each
anniversary thereafter unless and until either party gives written notice to
the other not to extend this Agreement at least three months before such
extension would be effectuated.


(b)           Term of the Agreement.  This Agreement shall become effective on the
Effective Date and shall continue in effect throughout the Term of Employment;
provided, however, the restrictive covenants contained in section 10 of this
Agreement and, as applicable, 


 

















 


the Company’s and the Executive’s obligations under
the other provisions of this Agreement shall survive the Term of Employment and
shall continue in effect through the periods provided therein and/or until the
Company’s and/or the Executive’s obligations, as applicable, thereunder are
satisfied.


2.             Position and Duties.


(a)           Positions, Duties, and
Responsibilities.  The Executive
shall serve as Senior Vice President and Chief Financial Officer of the Company
and/or in such other positions as the Chief Executive Officer of the Company
(the “CEO”), the Board of Directors of the Company (the “Board”) or a committee
of the Board may from time to time prescribe, with such duties and
responsibilities as are customarily assigned to such position(s). The Executive
shall report solely to the CEO unless the CEO, the Board or a committee of the
Board determines otherwise. The Executive agrees to serve without additional
compensation in such capacities (including, without limitation, as an employee
or director) with Company and its affiliates as the CEO, the Board or a
committee of the Board may in its discretion prescribe. Upon termination of the
Executive’s employment with the Company, any employment, board membership or
other service relationship with the Company and any Company affiliate shall
automatically terminate unless otherwise determined by the parties hereto.


(b)           Time and Attention. Excluding
any periods of vacation and sick leave to which the Executive is entitled, the
Executive shall devote substantially all of his attention and time during
normal working hours to the business and affairs of the Company and its
affiliates. It shall not be considered a violation of the foregoing, however,
for the Executive to (i) serve on corporate, industry, educational, religious,
civic, or charitable boards or committees or (ii) make and attend to passive
personal investments in such form as will not require any material time or
attention to the operations thereof during normal working time and will not
violate the provisions of section 10 hereof, so long as such activities in
clauses (i) and (ii) do not materially interfere with the performance of the
Executive’s responsibilities as an employee of the Company in accordance with
this Agreement or violate section 10 of this Agreement.


3.             Compensation.  Except as otherwise expressly set forth below,
the Executive’s compensation shall be determined by, and in the sole discretion
of, the Compensation Committee of the Board (the “Committee”).


(a)           Annual Base Salary.  Subject to adjustment pursuant to this
subsection 3(a), the Executive shall receive an annual base salary of Two
Hundred Seventy Five Thousand and Five Hundred-Sixty Eight dollars ($275,568)
during the Term of Employment (the annual base salary in effect from time to
time, “Annual Base Salary”). The Annual Base Salary shall be payable in
accordance with the Company’s regular payroll practices for its senior
officers, as in effect from time to time. The Annual Base Salary shall be
reviewed from time to time, but not less frequently than annually, and, in the
discretion of the Committee, may be adjusted but not decreased below the amount
set forth in the first sentence of this subsection 3(a). To the extent Annual
Base Salary is adjusted, then such adjusted salary shall be the Executive’s
Annual Base Salary for all purposes of this Agreement.


 


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(b)           Annual Bonus.  The Executive shall have an opportunity to
receive annual bonuses during the Term of Employment (the “Annual Bonus”),
subject to such terms and conditions as the Committee shall prescribe. The
Executive’s target Annual Bonus opportunity shall be equal to thirty percent
(30%) of his Annual Base Salary, it being understood that the actual Annual
Bonus received by the Executive will depend on the level of attainment of
performance and other factors used by the Committee to determine Annual Bonus
amounts and that there is no guarantee that an Annual Bonus will be earned. The
Executive’s target Annual Bonus opportunity shall be reviewed from time to
time, but not less frequently than annually, and, in the discretion of the
Committee, may be adjusted but not decreased below the amount set forth in the
second sentence of this subsection 3(b).


(c)           Employee Benefits; Fringe Benefits.
 In addition to the foregoing, during the
Term of Employment,


(i)            As soon as reasonably practicable,
but effective on the Effective Date, the Committee shall grant to the Executive
an option to acquire one hundred twenty eight thousand seven hundred fifty
(128,750) of the Company’s common shares outstanding immediately following the
Company’s Offering of its common shares, at an exercise per share equal to the
offering price per share of the Company’s common shares in the Offering.  The other terms of the stock option shall be
as set forth in the Company’s 2006 Long-Term Equity Compensation Plan and an
option agreement to be entered into thereunder. 
The stock option award provided for in this subsection (i) is made as an
inducement essential to the Executive’s entering into this Agreement.


(ii)           to the extent not duplicative of the
specific benefits provided herein, subject to the following sentence, the
Executive shall be eligible to participate in all incentive compensation,
retirement, supplemental retirement, and deferred compensation plans, policies
and arrangements that are provided generally to other senior officers of the
Company.


(iii)          the Executive and, as applicable, the
Executive’s covered dependents shall be eligible to participate in all of the
Company’s health and welfare benefit plans (within the meaning of Section 3(1)
of the Employee Retirement Income Security Act of 1974, as amended); and


(iv)          the Executive shall be entitled to
receive fringe benefits provided for senior officers of the Company, and shall
be entitled to avail himself of paid holidays, as determined from time to time
by the Company.


(d)           Vacation. The Executive shall
be entitled to not less than 4 weeks of paid vacation per calendar year during
the Term of Employment. Vacation days not used within the year shall be carried
forward to subsequent years, as determined by the Company and subject to such
conditions or restrictions as the Company may prescribe.


(e)           Expenses. The Executive shall
be reimbursed by the Company for reasonable business expenses actually incurred
in rendering to the Company the services provided for hereunder during the Term
of Employment, payable in accordance with customary Company practice, after the
Executive presents written expense statements or such other 


 


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supporting information as
the Company may require of its senior officers for reimbursement of such
expenses.  If the Executive relocates to
Bermuda, the Company will provide to the Executive benefits, including housing
customarily provided to similarly situated senior executives residing in
Bermuda and travel to and from Bermuda for Executive’s immediate family
pursuant to Company policies as in effect from time to time.


4.             Termination of Employment.


(a)           Termination of Employment and Term
of Employment. The Company or the Executive may terminate the Executive’s
employment at any time and for any reason in accordance with subsection 4(b)
below. The Term of Employment shall be deemed to have ended on the last day of
the Executive’s employment. The Term of Employment shall terminate upon the
Executive’s death.


(b)           Notice of Termination. Any
purported termination of the Executive’s employment (other than by reason of
death) shall be communicated by written Notice of Termination from one party
hereto to the other party hereto in accordance with the notice provisions
contained in subsection 15(b) below. For purposes of this Agreement, a “Notice
of Termination” shall mean a notice that indicates the Date of Termination and,
with respect to a termination due to Disability, Cause or Good Reason, sets
forth in reasonable detail the facts and circumstances that are alleged to
provide a basis for such termination. A Notice of Termination from the Company
shall specify whether the termination is with or without Cause or due to the
Executive’s Disability. A Notice of Termination from the Executive shall
specify whether the termination is with or without Good Reason and, if the
termination is without Good Reason, whether the termination is due to his
Disability or retirement. For avoidance of doubt, the Executive shall not be
deemed to have retired for purposes of this Agreement if his employment is
terminated by the Company (whether or not such termination is with or without
Cause or due to the Executive’s Disability), by the Executive with Good Reason,
due to a Disability or due to the Executive’s death.


(c)           Date of Termination. For
purposes of this Agreement, “Date of Termination” shall mean the date specified
in the Notice of Termination (but in no event shall such date be earlier than
the 30th day following the date the Notice of Termination is given, unless
expressly agreed to by the parties hereto) or the date of the Executive’s
death.


(d)           No Waiver. The failure to set
forth any fact or circumstance in a Notice of Termination, which fact or
circumstance was not known to the party giving the Notice of Termination when
the notice was given, shall not constitute a waiver of the right to assert such
fact or circumstance in an attempt to enforce any right under or provision of
this Agreement.


(e)           Cause. For purposes of this
Agreement, the term “Cause” means: (i) the Executive’s gross negligence or
gross misconduct or (ii) the Executive’s having been convicted of, or entered a
plea of nolo contendere to, a crime involving moral turpitude or a felony. No
act or failure to act directly related to Company action or inaction that
constitutes Good Reason shall constitute Cause under this Agreement if the
Executive has provided a Notice of Termination based on such Good Reason event
prior to the Company’s giving of the Notice of Termination for Cause. The
Executive’s termination for Cause shall be effective when and if a resolution
is 


 


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duly adopted by an affirmative vote of the entire
Board (less the Executive if serving on the Board), stating that, in the good
faith opinion of the Board, the Executive is guilty of the conduct described in
the Notice of Termination, and such conduct constitutes Cause under this
Agreement; provided, however, that the Executive shall have been given the
opportunity (i) to cure any act or omission that constitutes Cause if capable
of cure and (ii), together with counsel, during the 30-day period following the
receipt by the Executive of the Notice of Termination and prior to the adoption
of the Board’s resolution, to be heard by the Board.


(f)            Disability. For purposes of
this Agreement, the Executive shall be deemed to have a Disability if the
Executive is entitled to long-term disability benefits under the Company’s
long-term disability plan or policy, as the case may be, as in effect on the
Date of Termination.


(g)           Good Reason. For purposes of
this Agreement, the term “Good Reason” means the occurrence (without the Executive’s
express written consent) of any of the following acts or failures to act by the
Company:


(i)            any reduction in the Executive’s
Annual Base Salary or target Annual Bonus opportunity;


(ii)           requiring the Executive to be based
more than 50 miles away from Bermuda or New York City, New York;


(iii)          the material breach by the Company of
any of its other obligations under this Agreement; or


(iv)          the failure of the Company to obtain
the assumption of this Agreement as contemplated in subsection 13(b) hereof.


The Executive’s continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any act or failure to act constituting Good Reason hereunder; provided,
however, that no such event described above shall constitute Good Reason unless
the Executive has given a Notice of Termination to the Company specifying the
condition or event relied upon for such termination within 90 days from the
Executive’s actual knowledge of the occurrence of such event and, if capable of
cure, the Company has failed to cure the condition or event constituting Good
Reason within the 30 day period following receipt of the Executive’s Notice of
Termination.


5.             Obligations of the Company upon Termination.


(a)           Termination by the Company for
other than Cause or by the Executive for Good Reason.  If the Executive’s employment is terminated by
the Company for any reason other than Cause or Disability or by the Executive
for Good Reason:


(i)            The Company shall pay to the
Executive, within thirty business days of the Date of Termination, any earned
but unpaid Annual Base Salary;


 


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(ii)           The Company shall pay to the
Executive, within thirty business days of the Date of Termination, a prorated
Annual Bonus based on (A) the target Annual Bonus opportunity in the year in
which the Date of Termination occurs or the prior year if no target Annual
Bonus opportunity has yet been determined (disregarding any reduction in target
Annual Bonus opportunity that was the basis for a termination by the Executive
for Good Reason) and (B) the fraction of the year the Executive was employed.


(iii)          The Company shall pay to the
Executive, within thirty business days of the Date of Termination, a lump-sum
payment equal to the sum of 50% (100% if the Executive’s combined service with the
Company and Tower is at least three (3) years as of the Date of Termination) of
(x) the Executive’s Annual Base Salary in effect immediately prior to the Date
of Termination (disregarding any reduction in Annual Base Salary that was the
basis for a termination by the Executive for Good Reason), and (y) the
Executive’s target Annual Bonus opportunity for the year in which the Date of
Termination occurs or the prior year if no target Annual Bonus opportunity has yet
been determined (disregarding any reduction in target Annual Bonus opportunity
that was the basis for a termination by the Executive for Good Reason);


(iv)          For a six (6) month period (one (1)
year period if Executive’s combined service with the Company and Tower is at least
three (3) years as of the Date of Termination) after the Date of Termination,
the Company will arrange to provide the Executive (and any covered dependents),
without cost to the Executive, with life, accident and health insurance benefits
substantially similar to those the Executive and any covered dependents were
receiving immediately prior to the Notice of Termination, except for any such
benefits that were waived by the Executive in writing. If the Company arranges
to provide the Executive and covered dependents with life, accident and health
insurance benefits, those benefits will be reduced to the extent comparable
benefits are actually received by, or made available to, the Executive by a
subsequent employer without cost during the six (6) month or one (1) year
period, as the case may be, following the Executive’s Date of Termination. The
Executive must report to the Company any such benefits that he actually
receives or are made available. In lieu of the benefits described in this
subsection 5(a)(iv), the Company, in its sole discretion, may elect to pay to
the Executive a lump sum cash payment equal to the total premiums that would
have been paid by the Company to provide such benefits to the Executive
(determined based on the premiums paid by the Company immediately prior to the
Date of Termination). Nothing in this subsection 5(a)(iv) will affect the
Executive’s right to elect COBRA continuation coverage in accordance with
applicable law or extend the COBRA continuation coverage period; and


(v)           The Executive shall have at least
three (3) months (or until the last day of the stock option term, whichever
occurs first) to exercise any then vested outstanding stock options.


(b)           Termination in Connection with a
Change in Control.


(i)            If, in anticipation of or within the
24 month period following a Change in Control (as defined below), the Executive’s
employment is terminated by the Company for any reason other than Cause or
Disability or by the Executive for Good Reason, the Executive shall receive the
payments and benefits described in subsection 5(a), and, in addition, 


 


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all of the Executive’s outstanding equity-based awards
shall become fully vested on the Date of Termination.


(ii)           For purposes of this Agreement, the
term “Change in Control” means the occurrence of any of the following events:


A.            any “person” (within the meaning ascribed to such term in
Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to
time (the “Exchange Act”) and used in Sections 13(d) and 14(d) thereof,
including a “group” as used in Section 13(d) thereof), other than the Company,
any trustee or other fiduciary holding securities under an employee benefit
plan of the Company, or any corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportion as the
ownership of stock of the Company, (a “Person”) that is not on the Effective
Date the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing more than 35%
of the combined voting power of the Company’s then outstanding securities
becomes after the Effective Date the beneficial owner, directly or indirectly,
of securities of the Company representing more than 35% of the combined voting
power of the Company’s then outstanding securities;


B.            individuals who, as of the Effective Date, constitute the
Board (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board of the Company, provided that any person becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company’s stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of office is
in connection with an actual or threatened election contest relating to the
election of the directors of the Company) shall be, for purposes of this
definition, considered as though such person were a member of the Incumbent
Board;


C.            consummation of a merger, consolidation, reorganization,
share exchange or similar transaction (a “Transaction”) of the Company with any
other entity, other than (I) a Transaction that would result in the voting
securities of the Company outstanding immediately prior thereto directly or
indirectly continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or a parent company)
more than 80% of the combined voting power of the voting securities of the
Company or such surviving entity or parent company outstanding immediately
after such Transaction or (II) a Transaction effected to implement a
recapitalization of the Company (or similar transaction) in which no Person
acquires more than 35% of the combined voting power of the Company’s then
outstanding securities;


D.            the sale, transfer or other disposition (in one
transaction or a series of related transactions) of more than 50% of the
operating assets of the Company; or


E.             the approval by the shareholders of a plan or proposal
for the liquidation or dissolution of the Company.


 


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Notwithstanding anything to
the contrary contained in the foregoing definition, the Offering or an initial
public offering of the Company’s shares shall not constitute a Change in
Control for purposes of this Agreement. 
Any transaction with Tower and its affiliates shall not constitute a
Change in Control.


(c)           Termination by the Company for
Cause or by the Executive without Good Reason.  If the Executive’s employment is terminated by
the Company for Cause, the Company shall pay to the Executive, within thirty
business days of the Date of Termination, any earned but unpaid Annual Base
Salary and all outstanding stock options (whether or not then exercisable),
restricted stock and other incentive awards shall be forfeited. If the
Executive’s employment is terminated by the Executive without Good Reason (and
not due to death, Disability or retirement), the Company shall pay to the
Executive, within thirty business days of the Date of Termination, any earned
but unpaid Annual Base Salary, the Executive shall have three months (or until
the last day of the stock option term, whichever occurs first) to exercise any
outstanding vested stock options and all of the Executive’s unvested
equity-based awards shall be forfeited as of the Date of Termination.


(d)           Termination due to Death or
Disability. If the Executive’s employment is terminated due to death or
Disability, (i) the Company shall pay to the Executive (or to the Executive’s
estate or personal representative in the case of the Executive’s death), within
thirty business days after the Date of Termination, (A) any earned but unpaid
Annual Base Salary and (B) a prorated Annual Bonus based on (I) the target
Annual Bonus opportunity in the year in which the Date of Termination occurs or
the prior year if no target Annual Bonus opportunity has yet been determined
and (II) the fraction of the year the Executive was employed, and (ii) all of
the Executive’s outstanding equity-based awards shall vest on the Date of
Termination and the Executive’s outstanding stock options shall remain
exercisable for three years following the Date of Termination (or until the
last day of the stock option term, whichever occurs first).


(e)           Retirement.  If the Executive retires after having attained
age 62, (i) the Company shall pay to the Executive, within thirty business days
after the Date of Termination, any earned but unpaid Annual Base Salary, (ii)
the Company shall pay to the Executive, within thirty business days after the
Date of Termination, a prorated Annual Bonus based on (A) the target Annual
Bonus opportunity in the year in which the Date of Termination occurs or the
prior year if no target Annual Bonus opportunity has yet been determined and
(B) the fraction of the year the Executive was employed, (iii) the Executive
shall receive applicable retiree benefits, if any, provided at such time by the
Company to retirees or as the Company shall determine, and (iv) the Executive’s
equity-based awards shall become vested and Executive’s stock options shall
remain exercisable until the last day of the option term thereof.  The Executive shall only be deemed to have
retired for purposes of this Agreement if he has satisfied the conditions set
forth in this Section 5(e) and the Executive specifies in the Notice of
Termination that the termination is due to retirement. For avoidance of doubt,
the Executive shall not be entitled to receive benefits pursuant to this
Section 5(e) if he receives benefits under Section 5(a), (b), (c) or (d).


6.             Certain Tax Consequences.


(a)           The Excise Tax and Gross-Up
Payment.  If any payments or benefits
paid or provided or to be paid or provided to the Executive or for his benefit
pursuant to the terms of 


 


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this Agreement or otherwise in connection with, or
arising out of, his employment with the Company (a “Payment” or “Payments”)
would be subject to any excise tax (the “Excise Tax”) imposed by section 4999
of the Internal Revenue Code of 1986, as amended (the “Code”), then the
Executive will be entitled to receive an additional payment (a “Gross-Up
Payment”) in an amount such that after payment by the Executive of all taxes
(including any interest, penalties, additional tax, or similar items imposed
with respect thereto and the Excise Tax), including any such taxes imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.


(b)           Determination of Excise Tax and
Gross-Up Payment.  An initial
determination as to whether a Gross-Up Payment is required pursuant to this
Agreement and the amount of such Gross-Up Payment will be made at the Company’s
expense by an accounting firm selected by the Company. The accounting firm will
provide its determination, together with detailed supporting calculations and documentation,
to the Company and the Executive within 10 days after the Date of Termination,
or such other time as requested by the Company or by the Executive. If the
accounting firm determines that no Excise Tax is payable by the Executive with
respect to a Payment or Payments, it will furnish the Executive with an opinion
reasonably acceptable to the Executive to that effect. The Gross-Up Payment, if
any, will be paid by the Company to the Executive within thirty business days
of the receipt of the accounting firm’s determination. Within 10 days after the
accounting firm delivers its determination to the Executive, the Executive will
have the right to dispute the determination. The existence of a dispute will
not in any way affect the Executive’s right to receive the Gross-Up Payment in
accordance with the determination. If there is no dispute, the determination
will be binding, final, and conclusive upon the Company and the Executive. If
there is a dispute, the Company and the Executive will together select a second
accounting firm, which will review the determination and the Executive’s basis
for the dispute and then will render its own determination, which will be
binding, final, and conclusive on the Company and on the Executive. The Company
will bear all costs associated with that determination, unless the
determination is not greater than the initial determination, in which case all
such costs will be borne by the Executive.


(c)           Tax Rate.  For purposes of determining the amount of the
Gross-Up Payment, the Executive will be deemed to pay federal income taxes at
the highest marginal rate of federal income taxation in the calendar year in
which the Gross-Up Payment is to be made and applicable state and local income
taxes at the highest marginal rate of taxation in the state and locality of the
Executive’s residence on the Date of Termination, net of the maximum reduction
in federal income taxes that would be obtained from deduction of those state
and local taxes.


(d)           Withholding.  Notwithstanding anything contained in this
Agreement to the contrary, in the event that, according to the accounting firm’s
determination, an Excise Tax will be imposed on any Payment or Payments, the
Company will pay to the applicable government taxing authorities as Excise Tax
withholding, the amount of the Excise Tax that the Company has actually
withheld from the Payment or Payments in accordance with law.


(e)           Section 409A.  The Company and Executive acknowledge that
certain amounts payable under this Agreement may be treated as non-qualified
deferred compensation subject to Section 409A. 
The parties agree to confer about modifications to this Agreement to the
extent required to comply with Code Section 409A and the regulations thereunder.  The 


 


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Company may delay payments under this Agreement for
the period required by Code Section 409A to avoid penalties and interest to
Executive under Code Section 409A.


7.             Release.  Notwithstanding
any provision herein to the contrary, the Company will require that, prior to
payment of any amount or provision of any benefit under section 5 of this
Agreement (other than due to the Executive’s death), the Executive shall have
executed a complete release of the Company and its affiliates and related
parties in such form as is reasonably required by the Company, and any waiting
periods contained in such release shall have expired.


8.             Non-Exclusivity of Rights.  Except as otherwise provided in this
Agreement, nothing in this Agreement shall prevent or limit the Executive’s
continuing or future participation in any plan, program, policy or practice
provided by the Company or any of its affiliated companies for which the
Executive may qualify (other than severance policies). Vested benefits and
other amounts that the Executive is otherwise entitled to receive under any
other plan, program, policy, or practice of, or any contract or agreement with,
the Company or any of its affiliated companies on or after the Date of
Termination shall be payable in accordance with the terms of each such plan,
program, policy, practice, contract or agreement, as the case may be, except as
expressly modified by this Agreement.


9.             Full Settlement.  In no event shall the Executive be obligated
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement
and, except as otherwise provided in subsections 5(a)(iv) and 15(e), the amount
of any payment or benefit provided for in this Agreement shall not be reduced
by any compensation earned by the Executive as the result of employment by
another employer, by retirement benefits, by offset against any amount claimed
to be owed by the Executive to the Company, or otherwise.


10.           Non-Competition; Confidential
Information; and Non-Solicitation.


(a)           Non-Competition. During the Term of
Employment and for the six (6) month period following the Date of Termination
for any reason (or the for the one (1) year period following the Date of
Termination if the Executive’s combined service with the Company and Tower is at
least three (3) years as of the Date of Termination and the Executive receives
severance benefits pursuant to section 5(a) or 5(b)), the Executive shall not,
without the prior written consent of the Company, as a shareholder, officer,
director, partner, consultant, employee or otherwise, engage in any business or
enterprise which is “in competition” (as defined below) with the Company  its affiliates, or their successors or assigns
(such entities collectively referred to hereinafter in this section 10 as the “Company”)
in Bermuda or the states of New York or New Jersey; provided, however, that the
Executive’s ownership of less than five percent of the issued and outstanding
voting securities of a publicly traded company shall not, in and of itself, be
deemed to constitute such competition. A business or enterprise is deemed to be
“in competition” if it is engaged in any business in which the Company either
(i) is engaged in as of the Date of Termination or (ii) as of the Date of
Termination, contemplates engaging in within six (6) months following the Date
of Termination (or within one (1) year following the Date of 


 


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Termination if the Executive has been employed at the
Company for at least three (3) years as of the Date of Termination and the
Executive receives severance benefits pursuant to section 5(a) or 5(b)).  Notwithstanding the foregoing, upon
termination of employment by the Company for any reason, Executive shall not be
prohibited from becoming employed by Tower and its affiliates in any capacity.


(b)                           Confidential
Information.  The Executive shall
hold in a fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge, trade secrets, methods, know-how or data
relating to the Company or its affiliates and their businesses or acquisition
prospects that the Executive obtained or obtains during the Executive’s
employment by the Company (“Confidential Information”), provided that “Confidential
Information” shall not include any secret or confidential information,
knowledge, trade secrets, methods, know-how or data that is or becomes
generally known to the public (other than as a result of the Executive’s
violation of this section 10). Except as may be required and appropriate in
connection with carrying out his duties under this Agreement, the Executive
shall not communicate, divulge, or disseminate any material Confidential
Information at any time during or after the Executive’s employment with the
Company, except with the prior written consent of the Company or as otherwise
required by law or legal process; provided, however, that if so required, the
Executive will provide the Company with reasonable notice to contest such
disclosure.


(c)           Non-Solicitation.  During the Term of Employment and for the six
(6) month period following the Date of Termination for any reason (or the for
the one (1) year period following the Date of Termination if the Executive’s
combined service with the Company and Tower is at least three (3) years as of
the Date of Termination and the Executive receives severance benefits pursuant
to section 5(a) or 5(b)), the Executive will not, directly or indirectly,
initiate any action to solicit or recruit anyone who is then an employee of the
Company for the purpose of being employed by him or by any business,
individual, partnership, firm, corporation or other entity on whose behalf he
is acting as an agent, representative, employee or otherwise.


(d)           Non-Interference with Customers or
Producers.  During the Term of
Employment and for the six (6) month period following the Date of Termination
for any reason (or the for the one (1) year period following the Date of
Termination if the Executive’s combined service with the Company and Tower is at
least three (3) years as of the Date of Termination and the Executive receives
severance benefits pursuant to section 5(a) or 5(b)), the Executive will not
interfere with any business relationship between the Company and any of its
customers or agents or brokers that produce insurance business for the Company.


(e)           Remedies; Severability.


(i)            The Executive acknowledges that if
the Executive shall breach or threaten to breach any provision of subsections
10(a) through (d), the damages to the Company may be substantial, although
difficult to ascertain, and money damages will not afford the Company an
adequate remedy. Therefore, if the provisions of subsections 10(a) through (d)
are violated, in whole or in part, the Company shall be entitled to specific
performance and injunctive relief, without prejudice to other remedies the
Company may have at law or in equity.


 


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(ii)           If any term or provision of this section
10, or the application thereof to any person or circumstances shall, to any
extent, be invalid or unenforceable, the remainder of this section 10, or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this section 10 shall be valid and
enforceable to the fullest extent permitted by law. Moreover, if a court of
competent jurisdiction deems any provision of subsections 10(a) through (d) to
be too broad in time, scope, or area, it is expressly agreed that such
provision shall be reformed to the maximum degree that would not render it
unenforceable.


11.           Attorneys’ Fees.  Each party shall pay its own legal fees, court
costs, litigation expenses and/or arbitration expenses (as applicable) in
connection with any dispute, litigation or arbitration regarding the validity
or enforceability of, or liability under or otherwise involving, any provision
of this Agreement, except that if the Executive prevails on the majority of
material claims disputed, the Company shall pay all reasonable legal fees,
court cost, litigation expenses and/or arbitration expenses.


12.           Indemnification.  The Executive shall be indemnified by the
Company for actions taken in his position as an officer, director, employee and
agent of the Company to the greatest extent permitted by applicable law. The
Executive shall also be covered as an insured by a liability insurance policy
secured by and maintained by the Company covering acts of officers and members
of the Board.


13.           Successors.


(a)           Assignment of Agreement.  This Agreement is personal to the Executive
and, without the prior written consent of the Company, shall not be assignable
by the Executive otherwise than by will or the laws of descent and
distribution.


(b)           Successors of the Company.  No rights or obligations of the Company under
this Agreement may be assigned or transferred except that the Company will
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company 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 succession had taken place. As used in this Agreement, “Company”
shall mean the Company as herein before defined and any successor that executes
and delivers the agreement provided for in this section 13 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law.


14.           Arbitration.  Except for matters covered under section 10,
in the event of any dispute or difference between the Company and the Executive
with respect to the subject matter of this Agreement and the enforcement of
rights hereunder, either the Executive or the Company may, by written notice to
the other, require such dispute or difference to be submitted to arbitration.
The arbitrator or arbitrators shall be selected by agreement of the parties or,
if they cannot agree on an arbitrator or arbitrators within 30 days after the
date arbitration is required by either party, then the arbitrator or
arbitrators shall be selected by the American Arbitration Association upon the
application of the Executive or the Company. The determination reached in 


 


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such arbitration shall be final and binding on both
parties without any right of appeal or further dispute. Execution of the
determination by such arbitrator may be sought in any court of competent
jurisdiction. The arbitrators shall not be bound by judicial formalities and
may abstain from following the strict rules of evidence and shall interpret
this Agreement as an honorable engagement and not merely as a legal obligation.
Unless otherwise agreed by the parties, any such arbitration shall take place
in New York, New York.


15.           Miscellaneous.


(a)           Governing Law and Captions.  This Agreement shall be governed by, and
construed in accordance with, the laws of New York without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect.


(b)           Notices.  All notices and other communications under
this Agreement shall be in writing and shall be given by hand delivery or by
facsimile (provided confirmation of receipt of such facsimile is received) to
the other party or by registered or certified mail, return receipt requested,
postage prepaid, or by Federal Express or other nationally-recognized overnight
courier that requires signatures of recipients upon delivery and provides
tracking services, addressed as follows:


If to the Executive:


c/o CastlePoint Holdings, Ltd.

Clarendon House


2 Church Street


Hamilton HM11, Bermuda

Attention: Joel S. Weiner


Facsimile: (441) 292-4720


 


If to the Company:


CastlePoint Holdings, Ltd.

Clarendon House


2 Church Street


Hamilton HM11, Bermuda

Attention:  The Secretary

Facsimile:  (441)-292-4720


or to such other address as
either party furnishes to the other in writing in accordance with this
subsection 15(b).  Copies (which shall
not constitute notice) of notices to the Company shall also be sent to: Roslyn
Tom, Baker & McKenzie, 1114 Avenue of Americas, New York, New York 10036,
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending
party.  Notices and communications shall
be effective when actually received by the addressee.


 


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(c)           Amendment.  This Agreement may not be amended or modified
except by a written agreement executed by the parties hereto or their
respective successors and legal representatives.


(d)           Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement. If any provision of this Agreement shall
be held invalid or unenforceable in part, the remaining portion of such
provision, together with all other provisions of this Agreement, shall remain
valid and enforceable and continue in full force and effect to the fullest
extent consistent with law.


(e)           Withholding.  Notwithstanding any other provision of this
Agreement, the Company may withhold from amounts payable under this Agreement
all federal, state, local, and foreign taxes that are required to be withheld
by applicable laws or regulations.


(f)            Waiver.  The Executive’s or the Company’s failure to
insist upon strict compliance with any provision of, or to assert any right
under, this Agreement (including, without limitation, the right of the
Executive to terminate employment for Good Reason) shall not be deemed to be a
waiver of such provision or right or of any other provision of or right under
this Agreement.


(g)           Entire Understanding; Counterparts.
 The Executive and the Company
acknowledge that this Agreement supersedes and terminates any other severance
and/or employment agreements between the Executive and the Company or any
Company affiliates. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, and said counterparts shall
constitute but one and the same instrument.


(h)           Rights and Benefits Unsecured.
 The rights and benefits of the Executive
under this Agreement may not be anticipated, assigned, alienated, or subject to
attachment, garnishment, levy, execution, or other legal or equitable process
except as required by law. Any attempts by the Executive to anticipate,
alienate, assign, sell, transfer, pledge or encumber the same shall be void.
Payments hereunder shall not be considered assets of the Executive in the event
of insolvency or bankruptcy.


(i)            Noncontravention.  The Company represents that the Company is not
prevented from entering into, or performing this Agreement by the terms of any
law, order, rule or regulation, its by-laws or declaration of trust, or any
agreement to which it is a party.


(j)            Section and Subsection Headings.
 The section and subsection headings in
this Agreement are for convenience of reference only; they form no part of this
Agreement and shall not affect its interpretation.


 


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IN WITNESS WHEREOF, the
Executive has hereunto set the Executive’s hand and, pursuant to the
authorization of the Board, the Company has caused this Agreement to be
executed, all as of the day and year first above written.


 


CASTLEPOINT HOLDINGS, LTD.


By:___/s/ Michael H. Lee______


Name: Michael H. Lee


Its: Chairman, President and CEO


 


____   /s/ Joel Weiner___________


Joel Weiner


 


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