EX-10.64






Exhibit 10.64




EMPLOYMENT AGREEMENT




          EMPLOYMENT AGREEMENT (“Agreement”) dated as August ___, 2007 between Scottish Re Group Limited
(the “Company”) and Paul Goldean (the “Employee”) (together, the “Parties”).




          WHEREAS, the Employee and the Company are parties to an employment agreement dated July 1,
2002, as amended (the “2002 Employment Agreement”);




          WHEREAS, the Parties wish to establish the terms of Employee’s continued employment with the
Company upon the terms and conditions set forth herein which supersede the terms of 2002 Employment
Agreement, and all other agreements with respect to the subject matter hereof;




          Accordingly, the Parties agree as follows:




               1. Employment and Acceptance. The Company shall employ the Employee, and Employee
shall accept employment, subject to the terms of this Agreement, on May 7, 2007 (the “Effective
Date”).



               2. Term. Subject to earlier termination pursuant to Section 5 of this Agreement, this
Agreement and the employment relationship hereunder shall continue from the Effective Date until
the second anniversary of the Effective Date and shall renew for one (1) year intervals thereafter
unless either party shall have given at least sixty (60) days advanced written notice to the other
that it does not wish to extend the Term. As used in this Agreement, the “Term” shall refer to the
period beginning on the Effective Date and ending on the date the Employee’s employment terminates
in accordance with this Section 2 or Section 5. In the event of the Employee’s termination of
employment during the Term, the Company’s obligation to continue to pay all base salary, as
adjusted, bonus and other benefits then accrued shall terminate except as may be provided for in
Section 5 of this Agreement.



               3. Duties and Title.



               3.1 Title. The Company shall employ the Employee to render exclusive and full-time
services to the Company and its subsidiaries. The Employee shall initially serve as Interim Chief
Executive Officer of the Company and shall report solely and directly to the Board of Directors of
the Company (the “Board”) until such time as the Company has appointed a Chief Executive Officer.
Thereafter, the Employee shall serve in the capacity of Chief Administrative Officer, and shall
report solely and directly to the Chief Executive Officer of the Company. The Employee shall also
serve during the Term in executive positions for one or more of the Company’s subsidiaries and
affiliates for no additional consideration. The Employee acknowledges and agrees that his change
in title from Interim Chief Executive Officer to Chief Administrative Officer and/or the Company’s
appointment of a Chief Executive Officer shall not constitute “Good Reason” under this Agreement.



               3.2 Duties. The Employee will have such authority and responsibilities and will
perform such executive duties as are customarily performed by a Chief Executive Officer of the
Company of a company in similar lines of business as the Company and its subsidiaries or as may be
assigned to Employee by the Board, until such time as the Company



 









 







has appointed a Chief Executive Officer. Thereafter, the Employee will have such authority
and responsibilities and will perform such executive duties as are customarily performed by a Chief
Administrative Officer of a company in similar lines of business as the Company and its
subsidiaries, or as may be assigned to Employee by the Chief Executive Officer of the Company. The
Employee will devote all his full working-time and attention to the performance of such duties and
to the promotion of the business and interests of the Company and its subsidiaries. The Employee
acknowledges and agrees that any change in duties resulting from the change in the Employee
position from the Interim Chief Executive Officer to Chief Administrative Officer and/or the
Company’s appointment of a Chief Executive Officer shall not constitute “Good Reason” under this
Agreement.



               3.3 Location. The Employee shall perform his full-time services to the Company and
its subsidiaries in the Company’s Charlotte, NC office; provided that the Employee
shall be required to travel as necessary to perform his duties hereunder.



               4. Compensation and Benefits by the Company. As compensation for all services
rendered pursuant to this Agreement, the Company shall provide the Employee the following during
the Term:



               4.1 Base Salary. During the Term, the Company will pay to the Employee an annual base
salary of $650,000, payable in accordance with the customary payroll practices of the Company
(“Base Salary”). The Company, agrees to review such compensation not less frequently than annually
during the Term to consider appropriate increases to the Base Salary. The Employee’s Base Salary
cannot be decreased. The Base Salary as increased from time to time shall be referred to herein as
“Base Salary.”



               4.2 Bonuses. During the Term, the Employee shall be eligible to receive an annual
bonus (“Bonus”) under a plan established by the Company in the amount determined by the Board based
upon achievement of performance measures established by the Company and approved by the Board. The
Employee’s target bonus shall be seventy five percent (75%) of Base Salary (the “Target Bonus”).
Notwithstanding the foregoing, for each of the calendar years ending on December 31, 2007 and
December 31, 2008, Employee shall receive a Bonus of not less than fifty percent (50%) of his then
current Base Salary (respectively, the “2007 Bonus” and the “2008 Bonus”). The Employee’s Bonus
shall be payable at such times and in the manner consistent with the Company’s policies regarding
compensation of executive employees.



               4.3 Participation in Employee Benefit Plans. The Employee shall be entitled during
the Term, if and to the extent eligible, to participate in all of the applicable benefit plans of
the Company, which may be available to other senior executives of the Company. The Company may at
any time or from time to time amend, modify, suspend or terminate any employee benefit plan,
program or arrangement for any reason without the Employee’s consent if such amendment,
modification, suspension or termination is consistent with the amendment, modification, suspension
or termination for other executives of the Company. Notwithstanding the foregoing, the Employee
will continue to participate in and/or receive benefits under (x) the Company’s Exec-U-Care plan
(the “Exec-U-Care Plan”) and (y) the Scottish Holdings, Inc. Deferred Compensation Plan (the
“Deferred Compensation Plan”) (or other comparable benefit plans sponsored by the Company or an
affiliate of the Company) to the same extent that the Employee participated in or received benefits
under such plans prior to the



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Effective Date through the Term, subject to the terms of such plans and applicable law. In
the event the Company modifies, amends or terminates the Deferred Compensation Plan or the
Exec-U-Care Plan prior to the expiration of the Term in a way that adversely affects the Employee’s
benefits under either plan, the Company will pay the Employee compensation or provide the Employee
with benefits (as determined in the Company’s discretion) through the expiration of the Term
comparable to the Employee’s benefits and compensation under such plans as of the Effective Date.



               4.4 Equity Compensation. During the Term, the Employee shall be eligible to
participate in the 2007 Scottish Re Group Limited Stock Option Plan, an equity incentive
compensation plan established by an affiliate of the Company (the “Equity Incentive Plan”),
pursuant to the terms of the Equity Incentive Plan and any applicable agreements thereunder as
determined from time to time by the Board, provided that the Employee will receive options to
purchase 800,000 shares of common stock (the “Equity Interests”) which will be subject to the terms
and conditions of the Equity Incentive Plan.



               4.5 Signing Bonus. The Company shall pay the Employee a signing bonus in an aggregate
amount of $2,745,000 (the “Signing Bonus”), payable in three equal installments as follows: (x)
within five (5) days of the date hereof; (y) on September 30, 2007; and (z) March 14, 2007.



               4.6 Expense Reimbursement. During the Term, the Employee shall be entitled to receive
reimbursement for all appropriate business expenses incurred by him in connection with his duties
under this Agreement in accordance with the policies of the Company as in effect from time to time.



               4.7 Indemnification. The Holdings Indemnification Agreement (the “Indemnification
Agreement”) attached as Exhibit A to the 2002 Employment Agreement will continue in full force and
effect in accordance with the terms of the Indemnification Agreement. In the event the
Indemnification Agreement becomes null and void at any time during the Employee’s employment with
the Company, the Employee shall be offered an opportunity to enter into an indemnification
agreement substantially similar to the Indemnification Agreement immediately.



               5. Termination of Employment.



               5.1 By the Company for Cause or by the Employee without Good Reason. If: (i) the
Company terminates the Employee’s employment with the Company for Cause (as defined below) or (iii)
the Employee terminates his employment without Good Reason (as defined below), the Employee, shall
be entitled to receive the following (the “Accrued Benefits”):



                    (a) the Employee’s accrued but unpaid Base Salary and benefits set forth in Sections 4.1 and
4.3, if any, to the date of termination;



                    (b) the unpaid portion of the Bonus, if any, relating to the calendar year prior to the
calendar year of termination by the Company for Cause or by the Employee without Good Reason,
payable in accordance with Section 4.2;



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                    (c) in accordance with the Company’s policies, any accrued but unused vacation time or paid
time off;



                    (d) expenses reimbursable under Section 4.7 incurred but not yet reimbursed to the Employee to
the date of termination; and



                    (e) an amount equal to the unpaid portion of the Signing Bonus, if any.



               For the purposes of this Agreement, “Cause” means, as determined by the Board (or its
designee), with respect to conduct during the Employee’s employment with the Company, whether or
not committed during the Term, (i) commission of a felony by Employee; (ii) acts of dishonesty by
Employee resulting or intending to result in personal gain or enrichment at the expense of the
Company or its subsidiaries; (iii) Employee’s material breach of his obligations under this
Agreement; (iv) conduct by Employee in connection with his duties hereunder that is fraudulent,
unlawful or grossly negligent; (v) engaging in personal conduct by Employee (including but not
limited to employee harassment or discrimination, or the use or possession at work of any illegal
controlled substance) which seriously discredits or damages the Company or its subsidiaries; (vi)
contravention of specific lawful direction from the person or entity to whom the Employee reports
or continuing inattention to or continuing failure to adequately perform the duties to be performed
by Employee under the terms of Section 3.2 of this Agreement or (vii) breach of the Employee’s
covenants set forth in Section 6 below before termination of employment; provided, that,
the Employee shall have fifteen (15) days after notice from the Company to cure the deficiency
leading to the Cause determination (except with respect to (i) above), if curable. A termination
for “Cause” shall be effective immediately (or on such other date set forth by the Company).



               For the purposes of this Agreement, “Good Reason” means, without the Employee’s consent, (i)
except with respect to the change of the Employee’s authority and responsibilities from those of
the Chief Executive Officer to those of the Chief Administrative Officer as provided in Sections
3.1 and 3.2 hereof, a material adverse reduction in Employee’s responsibilities or duties below a
level consistent with Employee’s performance and skill level, as determined in good faith by the
Board; (ii) a reduction in the Employee’s Base Salary or bonus opportunity; provided
that, the Company may at any time or from time to time amend, modify, suspend or terminate
any bonus, incentive compensation or other benefit plan or program provided to the Employee for any
reason and without the Employee’s consent if such modification, suspension or termination (x) is a
result of the underperformance of the Employee or the Company under its business plan, or (y) is
consistent with an “across the board” reduction for all similar level executive employees of the
Company, and, in each case, is undertaken in the Board’s reasonable business judgment acting in
good faith and engaging in fair dealing with the Employee; or (iii) a material change in the
geographic location at which the Employee must provide services, which geographic location shall be
the Charlotte, North Carolina metropolitan area (excluding ordinary travel); (iv) a material
diminution in the budget over which the Employee retains authority; and (v) the Company’s material
breach of the Agreement; provided that the Employee provides notice to the Company of the existence
of the condition giving rise to Good Reason within a period not to exceed ninety (90) days of the
initial existence of the condition, and the Company has failed to cure the condition giving rise to
Good Reason within thirty (30) days following the delivery of this notice.



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               5.2 By the Company Without Cause, By the Employee with Good Reason or due to Death or
Disability. If during the Term: (i) the Company terminates Employee’s employment without Cause
(which may be done at any time without prior notice), (ii) the Employee terminates his employment
with Good Reason, (iii) the Employee’s employment terminates due to his death, or (iii) the Company
terminates the Employee’s employment due to the Employee’s Disability (as defined below), upon
execution without revocation of a valid release agreement in a form reasonably acceptable to the
Company and not in violation of any applicable laws (the “Release”), the Employee shall be entitled
to receive:



                    (a) the Accrued Benefits;



                    (b) an amount equal to the Employee’s annual Base Salary as of the date of termination,
payable in a lump sum, less standard income and payroll tax withholding and other authorized
deductions;



                    (c) continued payment of the Employee’s Base Salary for the remainder of the Term, payable in
accordance with the customary payroll practices of the Company;



                    (d) the pro-rata portion of the Bonus up to the date of termination relating to the calendar
year of the Employee’s termination based on the Bonus awarded to the Employee in the prior calendar
year, except that if the Employee is terminated at anytime during the calendar years 2007 or 2008,
the Employee will receive the full 2007 Bonus or 2008 Bonus applicable, payable in accordance with
Section 4.2; and



                    (e) if the Employee elects continuing group coverage pursuant to the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”), reimbursement of the
employer portion of the cost (consistent with the Company’s policy for active employees) of such
continuation coverage for the earlier of (x) twelve (12) months or (y) such earlier date that the
Employee is covered under another comparable group health plan, subject to the terms of the plans
and applicable law.



          For the purposes of this Agreement, “Disability” means a determination by the Company in
accordance with applicable law that as a result of a physical or mental injury or illness, the
Employee is unable to perform the essential functions of his job with or without reasonable
accommodation for a period of (i) ninety (90) consecutive days; or (ii) one hundred eighty (180)
days in any one (1) year period.




          The Company shall have no obligation to provide the benefits set forth above in the event that
Employee breaches the provisions of Section 6. For purposes of clarity, the Company’s failure to
renew the Term pursuant to Section 2 hereof, shall not constitute a termination of the Employee’s
employment without Cause.




               5.3 Following the Company’s Determination Not to Renew the Term. Should the
Employee’s employment with the Company terminate following the Company’s determination not to renew
the Term pursuant to Section 2, upon execution without revocation of the Release, the Employee
shall be entitled to receive:



               (a) Accrued Benefits;



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               (b) continued payment of the Employee’s annual Base Salary as of the date of termination in
accordance with the customary payroll practices of the Company for a period of twelve (12) months
following the date of termination; and



               (c) if the Employee elects continuing group coverage pursuant to COBRA, reimbursement of the
employer portion of the cost (consistent with the Company’s policy for active employees) of such
continuation coverage for the earlier of (x) twelve (12) months or (y) such earlier date that the
Employee is covered under another comparable group health plan, subject to the terms of the plans
and applicable law.



     The Company shall have no obligation to provide the benefits set forth above in the event that
Employee breaches the provisions of Section 6.



               5.4 No Mitigation; No Offset. The Employee shall be under no obligation to seek other
employment after his termination of employment with the Company and the obligations of the Company
to the Employee which arise upon the termination of his employment pursuant to this Section 5 shall
not be subject to mitigation or offset.



               5.5 Removal from any Boards and Position. If the Employee’s employment is terminated
for any reason under this Agreement, he shall be deemed to resign (i) if a member, from the Board
or board of directors of any subsidiary of the Company or any other board to which he has been
appointed or nominated by or on behalf of the Company and (ii) from any position with the Company
or any subsidiary of the Company, including, but not limited to, as an officer of the Company and
any of its subsidiaries.



               5.6 Nondisparagement. The Employee agrees that he will not at any time (whether
during or after the Term) publish or communicate to any person or entity any Disparaging (as
defined below) remarks, comments or statements concerning the Company, their parents, subsidiaries
and affiliates, and their respective present and former members, partners, directors, officers,
shareholders, employees, agents, attorneys, successors and assigns. The Company agrees to instruct
its executive officers and directors to refrain from publishing or communicating to any person or
entity any Disparaging remarks, comments or statements concerning the Employee at any time (whether
during or after the Term), provided that, nothing in this Section 5.5 shall prevent
the Company from (a) responding in a truthful manner to inquiries regarding Employee’s employment
or the termination thereof, from investors, regulators, the Company’s auditors or insurers, or as
otherwise may be required by applicable law, rules or regulations, or (b) disclosing information
concerning the Employee or the termination of Employee’s employment to officers of the Company or
its affiliates who, at the discretion of the Company, should know such information. “Disparaging”
remarks, comments or statements are those that impugn the character, honesty, integrity or morality
or business acumen or abilities in connection with any aspect of the operation of business of the
individual or entity being disparaged.



               5.7 Continued Employment Beyond the Expiration of the Term. Unless the parties
otherwise agree in writing, continuation of the Employee’s employment with the Company beyond the
expiration of the Term or following non-renewal of this Agreement by either party shall be deemed
an employment at-will and shall not be deemed to extend any of the provisions of this Agreement,
and the Employee’s employment may thereafter be terminated at will by either the Employee or the
Company; provided that the provisions of Sections 7, 8, 9.5



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and 9.10 of this Agreement shall survive any termination of this Agreement or the termination
of the Employee’s employment hereunder.



               6. Certain Additional Payments by the Company.



               6.1 Anything in this Agreement to the contrary notwithstanding, in the event that it shall be
determined (as hereafter provided) that any payment (other than the Gross-Up payments provided for
in this Section 6) or distribution by the Company, Holdings or any of their affiliates to or for
the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy,
plan, program or arrangement, including without limitation any stock option, performance share,
performance unit, stock appreciation right or similar right, or the lapse or termination of any
restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be
subject to the excise tax imposed by Section 4999 of the Code by reason of being considered
“contingent on a change in ownership or control” of the Company or Holdings, within the meaning of
Section 280G of the Code, or any similar tax imposed by state or local law, or any interest or
penalties with respect to such tax (such tax or taxes, together with any such interest and
penalties, being hereafter collectively referred to as the “Excise Tax”), then the Employee shall
be entitled to receive an additional payment or payments (collectively, a “Gross-Up Payment”). The
Gross-Up Payment shall be in an amount such that, after payment by the Employee of all taxes
(including any interest or penalties imposed with respect to such taxes), including any Excise Tax
imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to
the Excise Tax imposed upon the Payment. For purposes of determining the amount of the Gross-Up
Payment, the Employee will be considered to pay (x) federal income taxes at the highest rate in
effect in the year in which the Gross-Up Payment will be made and (y) state and local income taxes
at the highest rate in effect in the state or locality in which the Gross-Up Payment would be
subject to state or local tax, net of the maximum reduction in federal income tax that could be
obtained from deduction of such state and local taxes.



               6.2 Subject to the provisions of Section 6.6, all determinations required to be made under
this Section 6, including whether an Excise Tax is payable by the Employee and the amount of such
Excise Tax and whether a Gross-Up Payment is required to be paid by the Company to the Employee and
the amount of such Gross-Up Payment, if any, shall be made by a nationally recognized accounting
firm (the “Accounting Firm”) selected by the Company in his sole discretion. The Company shall
direct the Accounting Firm to submit its determination and detailed supporting calculations to both
the Company and the Employee within thirty (30) calendar days after the Date of Termination, if
applicable, and any such other time or times as may be requested by the Company or the Employee.
If the Accounting Firm determines that any Excise Tax is payable by the Employee, the Company shall
pay the required Gross-Up Payment to the Employee within five (5) business days after receipt of
such determination and calculations with respect to any Payment to the Employee or to the Internal
Revenue Service on the Employee’s behalf. If the Accounting Firm determines that no Excise Tax is
payable by the Employee with respect to any material benefit or amount (or portion thereof), it
shall, at the same time as it makes such determination, furnish the Company and the Employee an
opinion that the Employee has substantial authority not to report any Excise Tax on his federal,
state or local income or other tax return. As a result of the uncertainty in the application of
Section 4999 of the Code and the possibility of similar uncertainty regarding applicable state or
local tax law at the time of any determination by the Accounting Firm



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hereunder, it is possible that Gross-Up Payments which will not have been made by the Company
should have been made (an “Underpayment”), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant to
Section 6.6 and the Employee thereafter is required to make a payment of any Excise Tax, the
Company shall direct the Accounting Firm to determine the amount of the Underpayment that has
occurred and to submit its determination and detailed supporting calculations to both the Company
and the Employee as promptly as possible. Any such Underpayment shall be promptly paid by the
Company to, or for the benefit of, the Employee within five (5) business days after receipt of such
determination and calculations.



               6.3 The Company and the Employee shall each provide the Accounting Firm access to and copies
of any books, record and documents in the possession of the Company or the Employee, as the case
may be, reasonably requested by the Accounting Firm, and-otherwise cooperate with the Accounting
Firm in connection with the preparation and issuance of the determinations and calculations
contemplated by Section 6.2. Any determination by the Accounting Firm as to the amount of the
Gross-Up Payment shall be binding upon the Company and the Employee.



               6.4 The federal, state and local income or other tax returns filed by the Employee shall be
prepared and filed on a consistent basis with the determination of the Accounting Firm with respect
to the Excise Tax payable by the Employee. The Employee shall report and make proper payment of
the amount of any Excise Tax, and at the request of the Company, provide to the Company true and
correct copies (with any amendments) of his federal income tax return as filed with the Internal
Revenue Service and corresponding state and local tax returns, if relevant, as filed with the
applicable taxing authority, and such other documents reasonably requested by the Company,
evidencing such payment. If prior to the filing of the Employee’s federal income tax return, or
corresponding state or local tax return, if relevant, the Accounting Firm determines that the
amount of the Gross-Up Payment should be reduced, the Employee shall within five (5) business days
pay to the Company the amount of such reduction.



               6.5 The fees and expenses of Accounting Firm for its services in connection with the
determinations and calculations contemplated by Section 6.2 shall be borne by the Company. If such
fees and expenses are initially paid by the Employee, the Company shall reimburse the Employee the
full amount of such fees and expenses within five (5) business days after receipt from the Employee
of a statement therefor and reasonable evidence of his payment thereof.



               6.6 The Employee shall notify the Company in writing of any claim by the Internal Revenue
Service or any other taxing authority that, if successful, would require the payment by the Company
of a Gross-Up Payment. Such notification shall be given as promptly as practicable but no later
than ten (10) business days after the Employee actually receives notice of such claim and the
Employee shall further apprise the Company of the nature of such claim and the date on which
such claim is requested to be paid (in each case, to the extent known by the Employee). The
Employee shall not pay such claim prior to the earlier of (i) the expiration of the 30-calendar-day
period following the date on which he gives such notice to the Company and (ii) the date that any
payment of amount with respect to such claim is due. If the Company notified the Employee in
writing prior to the expiration of such period that it desires to contest such claim, the Employee
shall:



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          (a) provide the Company with any written records or documents in his possession relating to
such claim reasonably requested by the Company;




          (b) take such action in connection with contesting such claim as the Company shall reasonably
request in writing from time to time, including without limitation accepting legal representation
with respect to such claim by an attorney competent in respect of the subject matter and reasonably
selected by the Company;




          (c) cooperate with the Company in good faith in order effectively to contest such claim; and




          (d) permit the Company to participate in any proceedings relating to such claim; provided,
however, that the Company shall bear and pay directly all costs and expenses (including interest
and penalties) incurred in connection with such contest and shall indemnify and hold harmless the
Employee, on an after-tax basis, for and against any Excise Tax or income or other tax, including
interest and penalties with respect thereto, imposed as a result of such representation and payment
of costs and expenses. Without limiting the foregoing provisions of this Section 6.6, the Company
shall control all proceedings taken in connection with the contest of any claim contemplated by
this Section 6.6 and, at its sole option, may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim
(provided, however, that the Employee may participate therein at his own cost and expense) and may,
at its option, either direct the Employee to pay the tax claimed and sue for a refund or contest
the claim in any permissible manner, and the Employee agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as the Company shall determine; provided, however, that if the
Company directs the Employee to pay the tax claimed and sue for a refund, the Company shall advance
the amount of such payment to the Employee on an interest-free basis and shall indemnify and hold
the Employee harmless, on an after-tax basis, from any Excise Tax or income or other tax, including
interest or penalties with respect thereto, imposed with respect to such advance; and provided
further, however, that any extension of the statute of limitations relating to payment of taxes for
the taxable year of the Employee with respect to which the contested amount is claimed to be due is
limited solely to such contested amount. Furthermore, the Company’s control of any such contested
claim shall be limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and the Employee shall be entitled to settle or contest as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing authority.




               6.7 If, after the receipt by the Employee of an amount advanced by the Company pursuant to
Section 6.6, the Employee receives any refund with respect to such claim, the Employee shall
(subject to the Company’s complying with the requirements of Section 6.6) promptly pay to the
Company the amount of such refund (together with any interest paid or credited thereon after any
taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by the
Company pursuant to Section 6.6, a determination is made that the Employee shall not be entitled to
any refund with respect to such claim and the Company does not notify the Employee in writing of
its intent to contest such denial or refund prior to the expiration of ten (10) calendar days after
such determination, then such advance shall be forgiven and shall not be required to be repaid and
the amount of any such advance shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid by the Company to the Employee pursuant to this Section 6.



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               6.8 Notwithstanding any provision of this Agreement to the contrary, but giving effect to any
redetermination of the amount of Gross-Up payments otherwise required by this Section 6, if (i) but
for this sentence, the Company would be obligated to make a Gross-Up Payment to the Employee and
(ii) the aggregate “present value” of the “parachute payments” to be paid or provided to the
Employee under this Agreement or otherwise does not exceed three times the Employee’s “base amount”
by more than $50,000, then the payments and benefits to be paid or provided under this Agreement
will be reduced (or repaid to the Company, if previously paid or provided) to the minimum extent
necessary so that no portion of any payment or benefit to the Employee, as so reduced or repaid,
constitutes an “excess parachute payment.” For purposes of this Section 6.8, the terms “excess
parachute payment,” “present value,” “parachute payment,” and “base amount” will have the meanings
assigned to them by Section 280G of the Code. The determination of whether any reduction in or
repayment of such payments or benefits to be provided under this Agreement is required pursuant to
this Section 6.8 will be made at the expense of the Company, if requested by the Employee or the
Company, by the Accounting Firm. Appropriate adjustments shall be made to amounts previously paid
to Employee, or to amounts not paid pursuant to this Section 6.8, as the case may be, to reflect
properly a subsequent determination that the Employee owes more or less Excise Tax than the amount
previously determined to be due. In the event that any payment or benefit intended to be provided
under this Agreement or otherwise is required to be reduced or repaid pursuant to this Section 6.8,
the Employee shall be entitled to designate the payments and/or benefits to be so reduced or repaid
in order to give effect to this Section 6.8. The Company shall provide the Employee with all
information reasonably requested by the Employee to permit the Employee to make such designation.
In the event that the Employee fails to make such designation within 10 business days prior to the
Date of Termination or other due date, the Company may effect such reduction or repayment in any
manner it deems appropriate.



               7. Restrictions and Obligations of the Employee.



               7.1 Confidentiality. (a) During the course of the Employee’s employment by the
Company (prior to and during the Term), the Employee has had and will have access to certain trade
secrets and confidential information relating to the Company and its subsidiaries (the “Protected
Parties”) which is not readily available from sources outside the Company. The confidential and
proprietary information and, in any material respect, trade secrets of the Protected Parties are
among their most valuable assets, including but not limited to, their customer, supplier and vendor
lists, databases, competitive strategies, computer programs, frameworks, or models, their marketing
programs, their sales, financial, marketing, training and technical information, their product
development (and proprietary product data) and any other information, whether communicated orally,
electronically, in writing or in other tangible forms concerning how the Protected Parties create,
develop, acquire or maintain their products and marketing plans, target their potential customers
and operate their retail and other businesses. The Protected Parties invested, and continue to
invest, considerable amounts of time and money in their process, technology, know-how, obtaining
and developing the goodwill of their customers, their other external relationships, their data
systems and data bases, and all the information described above (hereinafter collectively referred
to as “Confidential Information”), and any misappropriation or unauthorized disclosure of
Confidential Information in any form would irreparably harm the Protected Parties. The Employee
acknowledges that such Confidential Information constitutes valuable, highly confidential, special
and unique property of the Protected Parties. The Employee shall hold in a fiduciary capacity for
the benefit of the



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Protected Parties all Confidential Information relating to the Protected Parties and their
businesses, which shall have been obtained by the Employee during the Employee’s employment by the
Company or its subsidiaries and which shall not be or become public knowledge (other than by acts
by the Employee or representatives of the Employee in violation of this Agreement). Except as
required by law (including, but not limited to, pursuant to a lawful subpoena) or an order of a
court or governmental agency with jurisdiction, the Employee shall not, during the period the
Employee is employed by the Company or its subsidiaries or at any time thereafter, disclose any
Confidential Information, directly or indirectly, to any person or entity for any reason or purpose
whatsoever, nor shall the Employee use it in any way, except in the course of the Employee’s
employment with, and for the benefit of, the Protected Parties or to enforce any rights or defend
any claims hereunder or under any other agreement to which the Employee is a party,
provided that such disclosure is relevant to the enforcement of such rights or defense of
such claims and is only disclosed in the formal proceedings related thereto. The Employee shall
take all reasonable steps to safeguard the Confidential Information and to protect it against
disclosure, misuse, espionage, loss and theft. The Employee understands and agrees that the
Employee shall acquire no rights to any such Confidential Information.



          (b) All Company files, records, documents, drawings, specifications, data, computer programs,
evaluation mechanisms and analytics and similar items relating thereto or to the Business (for the
purposes of this Agreement, “Business” shall be as defined in Section 6.3 hereof), as well as all
customer lists, specific customer information, compilations of product research and marketing
techniques of the Company and its subsidiaries, whether prepared by the Employee or otherwise
coming into the Employee’s possession, shall remain the exclusive property of the Company and its
subsidiaries, and the Employee shall not remove any such items from the premises of the Company and
its subsidiaries, except in furtherance of the Employee’s duties under any employment agreement.




          (c) It is understood that while employed by the Company or its subsidiaries, the Employee will
promptly disclose to it, and assign to it the Employee’s interest in any invention, improvement or
discovery made or conceived by the Employee, either alone or jointly with others, which arises out
of the Employee’s employment. At the Company’s request and expense, the Employee will assist the
Company and its subsidiaries during the period of the Employee’s employment by the Company or its
subsidiaries and thereafter in connection with any controversy or legal proceeding relating to such
invention, improvement or discovery and in obtaining domestic and foreign patent or other
protection covering the same.




          (d) As requested by the Company and at the Company’s expense, from time to time and upon the
termination of the Employee’s employment with the Company for any reason, the Employee will
promptly deliver to the Company and its subsidiaries all copies and embodiments, in whatever form,
of all Confidential Information in the Employee’s possession or within his control (including, but
not limited to, memoranda, records, notes, plans, photographs, manuals, notebooks, documentation,
program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials
containing any Confidential Information) irrespective of the location or form of such material. If
requested by the Company, the Employee will provide the Company with written confirmation that all
such materials have been delivered to the Company as provided herein.




               7.2 Non-Solicitation or Hire. During the Term and for a period of twelve (12) months
following the termination of the Employee’s employment for any reason, the



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Employee shall not directly or indirectly solicit or attempt to solicit or induce, directly or
indirectly, (a) any party who is a customer of the Company or its subsidiaries, or who was a
customer of the Company or its subsidiaries at any time during the twelve (12) month period
immediately prior to the date the Employee’s employment terminates, for the purpose of marketing,
selling or providing to any such party any services or products offered by or available from the
Company or its subsidiaries (provided that if the Employee intends to solicit any such
party for any other purpose, he shall notify the Company of such intention and receive prior
written approval from the Company), (b) any supplier to or customer or client of the Company or any
subsidiary to terminate, reduce or alter negatively its relationship with the Company or any
subsidiary or in any manner interfere with any agreement or contract between the Company or any
subsidiary and such supplier, customer or client or (c) any employee of the Company or any of its
subsidiaries or any person who was an employee of the Company or any of its subsidiaries during the
twelve (12) month period immediately prior to the date the Employee’s employment terminates to
terminate such employee’s employment relationship with the Protected Parties in order, in either
case, to enter into a similar relationship with the Employee, or any other person or any entity in
competition with the Business of the Company or any of its subsidiaries.



               7.3 Non-Competition. During the Term and for a period of twelve (12) months following
the termination of Employee’s employment by the Company (for any reason) the Employee shall not,
whether individually, as a director, manager, member, stockholder, partner, owner, employee,
consultant or agent of any business, or in any other capacity, other than on behalf of the Company
or a subsidiary, organize, establish, own, operate, manage, control, engage in, participate in,
invest in, permit his name to be used by, act as a consultant or advisor to, render services for
(alone or in association with any person, firm, corporation or business organization), or otherwise
assist any person or entity that engages in or owns, invests in, operates, manages or controls any
venture or enterprise which engages or proposes to engage in the reinsurance business or any other
business conducted by the Company or any of its subsidiaries on the date of the Employee’s
termination of employment or within twelve (12) months of the Employee’s termination of employment
for which the Employee has performed services, in each case, in the geographic locations where the
Company and its subsidiaries engage or propose to engage in such business(es) (the “Business”).
Notwithstanding the foregoing, nothing in this Agreement shall prevent the Employee from (a) owning
for passive investment purposes not intended to circumvent this Agreement, less than five percent
(5%) of the publicly traded common equity securities of any company engaged in the Business (so
long as the Employee has no power to manage, operate, advise, consult with or control the competing
enterprise and no power, alone or in conjunction with other affiliated parties, to select a
director, manager, general partner, or similar governing official of the competing enterprise other
than in connection with the normal and customary voting powers afforded the Employee in connection
with any permissible equity ownership), and (b) serving as an employee, consultant or advisor (or
other similar capacity) to an entity engaged in the Business for a unit, division, affiliate or
department of such entity that does not engage in the Business in any material respect, so long as
the Employee is not directly or indirectly involved in the Business activities performed by such
entity.



               7.4 Property. The Employee acknowledges that all originals and copies of materials,
records and documents generated by him or coming into his possession during his employment by the
Company or its subsidiaries are the sole property of the Company and its subsidiaries (“Company
Property”). During the Term, and at all times thereafter, the



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Employee shall not remove, or cause to be removed, from the premises of the Company or its
subsidiaries, copies of any record, file, memorandum, document, computer related information or
equipment, or any other item relating to the business of the Company or its subsidiaries, except in
furtherance of his duties under the Agreement. When the Employee’s employment with the Company
terminates, or upon request of the Company at any time, the Employee shall promptly deliver to the
Company all copies of Company Property in his possession or control.



               8. Remedies; Specific Performance. The Parties acknowledge and agree that the
Employee’s breach or threatened breach of any of the restrictions set forth in Section 6 will
result in irreparable and continuing damage to the Protected Parties for which there may be no
adequate remedy at law and that the Protected Parties may be entitled to equitable relief,
including specific performance and injunctive relief as remedies for any such breach or threatened
or attempted breach. The Employee hereby consents to the grant of an injunction (temporary or
otherwise) against the Employee or the entry of any other court order against the Employee
prohibiting and enjoining him from violating, or directing him to comply with any provision of
Section 7. The Employee also agrees that such remedies shall be in addition to any and all
remedies, including damages, available to the Protected Parties against him for such breaches or
threatened or attempted breaches. In addition, without limiting the Protected Parties’ remedies
for any breach of any restriction on the Employee set forth in Section 7, except as required by
law, the Employee shall not be entitled to any payments set forth in Section 5.2 or 5.3 hereof if
the Employee has breached the covenants applicable to the Employee contained in Section 7, the
Employee will immediately return to the Protected Parties any such payments previously received
under Section 5.2 or 5.3 upon such a breach, and, in the event of such breach, the Protected
Parties will have no obligation to pay any of the amounts that remain payable by the Company under
Section 5.2 or 5.3.



               9. Other Provisions.



               9.1 Notices. Any notice or other communication required or which may be given
hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by
facsimile transmission or sent by certified, registered or express mail, postage prepaid or
overnight mail and shall be deemed given when so delivered personally, telegraphed, telexed, or
sent by facsimile transmission or, if mailed, four (4) days after the date of mailing or one (1)
day after overnight mail, as follows:



                    (a) If the Company, to:




13840 Ballantyne Corporate Place,

Suite 500

Charlotte, NC 28277

Attention: General Counsel

Telephone:

Fax:



                    (b) If the Employee, to the Employee’s home address reflected in the Company’s records.



               9.2 Entire Agreement. This Agreement and the Equity Incentive Plan contain the entire
agreement between the Parties with respect to the subject matter hereof



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and supersede all prior agreements, written or oral, with respect thereto, including, without
limitation the 2002 Employment Agreement.



               9.3 Representations and Warranties by Employee. The Employee represents and warrants
that he is not a party to or subject to any restrictive covenants, legal restrictions or other
agreements in favor of any entity or person which would in any way preclude, inhibit, impair or
limit the Employee’s ability to perform his obligations under this Agreement, including, but not
limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements.



               9.4 Waiver and Amendments. This Agreement may be amended, modified, superseded,
canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written
instrument signed by the Parties or, in the case of a waiver, by the party waiving compliance. No
delay on the part of any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any waiver on the part of any right, power or privilege hereunder,
nor any single or partial exercise of any right, power or privilege hereunder, preclude any other
or further exercise thereof or the exercise of any other right, power or privilege hereunder.



               9.5 Governing Law, Dispute Resolution and Venue.



                    (a) This Agreement shall be governed and construed in accordance with the laws of the State of
New York applicable to agreements made and not to be performed entirely within such state, without
regard to conflicts of laws principles.



                    (b) The parties agree irrevocably to submit to the exclusive jurisdiction of the federal
courts or, if no federal jurisdiction exists, the state courts, located in Charlotte, North
Carolina, for the purposes of any suit, action or other proceeding brought by any party arising out
of any breach of any of the provisions of this Agreement and hereby waive, and agree not to assert
by way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claim
that it is not personally subject to the jurisdiction of the above-named courts, that the suit,
action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or
proceeding is improper, or that the provisions of this Agreement may not be enforced in or by such
courts. In addition, the parties agree to waive trial by jury.



               9.6 Assignability by the Company and the Employee. This Agreement, and the rights and
obligations hereunder, may not be assigned by the Company or the Employee without written consent
signed by the other party; provided that the Company may assign the Agreement to any
successor that continues the business of the Company.



               9.7 Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original but all of which shall constitute one and the same instrument.



               9.8 Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning of terms contained herein.



               9.9 Severability. If any term, provision, covenant or restriction of this Agreement,
or any part thereof, is held by a court of competent jurisdiction of any foreign,



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federal, state, county or local government or any other governmental, regulatory or
administrative agency or authority to be invalid, void, unenforceable or against public policy for
any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected or impaired or invalidated.
The Employee acknowledges that the restrictive covenants contained in Section 6 are a condition of
this Agreement and are reasonable and valid in temporal scope and in all other respects.



               9.10 Judicial Modification. If any court determines that any of the covenants in
Section 7, or any part of any of them, is invalid or unenforceable, the remainder of such covenants
and parts thereof shall not thereby be affected and shall be given full effect, without regard to
the invalid portion. If any court determines that any of such covenants, or any part thereof, is
invalid or unenforceable because of the geographic or temporal scope of such provision, such court
shall reduce such scope to the minimum extent necessary to make such covenants valid and
enforceable.



               9.11 Survival. The provisions of Sections 7, 8, 9.5, 9.10 and 9.12 of this Agreement
shall survive any termination of this Agreement or the termination of Employee’s employment with
the Company hereunder.



               9.12 Tax Withholding. The Company or other payor is authorized to withhold from any
benefit provided or payment due hereunder, the amount of withholding taxes due any federal, state
or local authority in respect of such benefit or payment and to take such other action as may be
necessary in the opinion of the Board to satisfy all obligations for the payment of such
withholding taxes.



               9.13 Compliance with Law. This Agreement is intended to comply with the requirements
of Section 409A of the Code. To the extent that any provision in this Agreement is ambiguous as to
its compliance with Section 409A, the provision shall be read in such a manner so that all payments
under Section 5 shall comply with Section 409A.



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     IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have executed
this Agreement as of the day and year first above mentioned.



	 	 	 	 	 	 	 
	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Paul Goldean	 	 
	 
	 	 	 	 	 	 
	 	 	SCOTTISH RE GROUP LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 







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