Exhibit 10.13
	 

	 
		 
	 

	 
		EMPLOYMENT AGREEMENT
	 

	 
		AGREEMENT, dated as of May 1, 2006 by and
		between Greenlight Capital Re, Ltd. (the “Parent”), Greenlight
		Reinsurance, Ltd. (the “Company”) and Tim Courtis
		(“Executive”).
	 

	 
		IN CONSIDERATION of the premises and the
		mutual covenants set forth below, the parties hereby agree as follows:
	 

	 
		1. Employment. The
		Company hereby agrees to employ Executive as the Chief Financial Officer of the
		Company (the “CFO”), and Executive hereby accepts such employment, on
		the terms and conditions hereinafter set forth.
	 

	 
		2. Employment Period. The period of employment of Executive by the Company
		under this Agreement (the “Employment Period”) shall commence on the
		later of (a) the date on which the Company obtains all necessary work permits
		in order for Executive to work in the Cayman Islands including, without
		limitation, any and all necessary approvals of the Cayman Islands Monetary
		Authority and (b) the date first written above (the “Effective Date”)
		and shall continue until terminated by either party in accordance with Section
		6 of this Agreement. Executive’s employment shall at all times be “at
		will” and not for a definite duration, and nothing contained herein shall
		confer upon Executive any contractual right to continued employment. This
		Agreement is conditioned upon the Company maintaining a work permit for
		Executive and Executive complying with the Cayman Islands Immigration laws and
		regulations from time to time in force.
	 

	 
		3. Position and Duties. During the Employment Period, Executive shall serve as
		CFO and shall report directly to the Company’s Chief Executive Officer
		(the “CEO”) or such other officer of the Company designated by the
		CEO or the Board of Directors of the Company (the “Board”). Executive
		shall have those powers and duties normally associated with the position of CFO
		of entities comparable to the Company and such other powers and duties as may
		be prescribed by the Company; provided,
		that, such other powers and duties are consistent with
		Executive’s position as CFO and do not violate any applicable laws or
		regulations. Executive shall perform his duties to the best of his abilities
		and shall devote all of his working time, attention and energies to the
		performance of his duties for the Company. If requested by the Board of
		Directors of the Parent, Executive shall also serve as an officer and/or
		director of the Parent or any other subsidiary or affiliate of the Parent or
		the Company for no additional compensation.
	 

	 
		4. Place of Performance. The Company’s principal place of business is the
		Cayman Islands. Executive shall be required to travel to the Cayman Islands as
		necessary to perform his duties hereunder. During the Employment Period,
		Executive shall comply with all Company and Parent policies, as may be amended
		from time to time, including, without limitation, conducting the business
		affairs of the Company and Parent such that neither entity is deemed to be
		engaging in a trade or business within the United States.
	 

	 
		 
	 


	 
 

	 
		5. Compensation and Related Matters.
	 

	 
		(a) Base Salary and Bonus. During the Employment Period, the Company shall pay
		Executive a base salary at the rate of not less than US $250,000 per year
		(“Base Salary”). Executive’s Base Salary shall be paid in
		accordance with the Company’s customary payroll practices. The Board shall
		periodically review Executive’s Base Salary for increase (but not
		decrease), consistent with the compensation practices and guidelines of the
		Company. If Executive’s Base Salary is increased by the Company, such
		increased Base Salary shall then constitute the Base Salary for all purposes of
		this Agreement. In addition to Base Salary, during the Employment Period,
		Executive shall be eligible for an annual bonus based on pre-established
		performance metrics established by the Board (the “Bonus”). Executive
		shall be eligible to receive a discretionary Bonus, based on performance goals
		established by the Board, with a target of 50% of Base Salary. For calendar
		year 2006, Executive’s guaranteed minimum bonus shall be $125,000,
		pro-rated for the portion of the 2006 calendar year he is employed by the
		Company. Any Bonus earned during a calendar year shall be paid at such time as
		the Company customarily pays annual bonuses; provided,
		that, Executive is still employed as of such date. If
		Executive’s prior employer fails to pay Executive the bonus earned by
		Executive during the 2005 calendar year, the Company shall pay Executive an
		additional bonus (the “Additional Bonus”). The Additional Bonus shall
		be payable in two installments, each in the amount of $125,000, provided,
		that, Executive is employed by the Company on each of the
		payment dates. The first installment shall be paid on December 31, 2006, and
		the second shall be paid on December 31, 2007.
	 

	 
		(b) Expenses. During
		the Employment Period, the Company shall promptly reimburse Executive for all
		reasonable business expenses upon the presentation of reasonably itemized
		statements of such expenses in accordance with the Company’s policies and
		procedures now in force or as such policies and procedures may be modified with
		respect to all senior executive officers of the Company.
	 

	 
		(c) Vacation. During
		the Employment Period, Executive shall be entitled to five (5) weeks of paid
		vacation per year to be used and accrued in accordance with the Company’s
		policy as it may be established from time to time. In addition to vacation,
		Executive shall be entitled to the number of sick days, personal days and
		national holidays per year to which other employees of the Company with similar
		tenure are entitled under the Company’s policies, but in no event less
		than the minimum days mandated by Cayman Islands statutory requirements.

	 

	 
		(d) Welfare, Pension and Incentive Benefit
		Plans. During the Employment Period,
		Executive shall be entitled to participate in such employee benefit plans and
		insurance programs offered by the Company, or which it may adopt from time to
		time, for its employees, in accordance with. Cayman Islands Laws and
		regulations from time to time in force and in accordance with the eligibility
		requirements for participation therein.
	 

	 
		(e) Living Allowance. During the Employment Period, Executive shall be
		entitled to receive a Cayman Islands living allowance of US $6,000 per month.
		Executive will be responsible for any taxes due on such allowance.
	 

	 
		 
	 

	 
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		(f) Relocation Allowance. Within 30 days of Executive’s first day of
		employment, Executive shall receive a relocation allowance in the amount of
		$25,000.
	 

	 
		(g) Stock Options.
	 

	 
		(i) On the Effective Date or as soon as
		administratively feasible thereafter, the Parent shall grant Executive a stock
		option (an “Option”) to acquire 75,000 shares of the Parent’s
		Class A ordinary shares, $0.10 par value per share (“Shares”) under
		such terms and conditions as provided for under the Parent’s then existing
		stock incentive plan which are not inconsistent with clauses (ii) and (iii)
		below.
	 

	 
		(ii) The Option described in paragraph (i)
		above shall be granted subject to the following terms and conditions: (A) the
		Option shall be granted under and subject to the Parent’s stock incentive
		plan (the “Plan”); (B) the exercise price per Share subject to the
		Option shall be equal to the fair market value per Share as of the date of
		grant; (C) the Option shall be vested as to 33 1/3 % of the Shares subject
		thereto on each of the first three anniversaries of the date of grant;
		provided, that, the Option
		shall cease to vest upon Executive’s termination of employment with the
		Company; (D) the Option shall be exercisable for the ten (10) year period
		following the date of grant; provided,
		that, upon Executive’s termination of employment with
		the Company for any reason, any unvested portion of the Option shall
		automatically terminate and the vested portion of the Option shall remain
		exercisable for 90 days after Executive’s termination of employment with
		the Company; and (E) the Option shall be evidenced by, and subject to, a stock
		option agreement whose terms and conditions are consistent with the terms
		hereof.
	 

	 
		(iii) The Shares acquired upon exercise of
		the Options shall be subject to the terms and conditions of the Parent’s
		Shareholders’ Agreement as it may be amended from time to time and
		Executive shall become a party to such agreement at such time.
	 

	 
		6. Termination.
		Executive’s employment hereunder may be terminated under the following
		circumstances:
	 

	 
		(a) Death.
		Executive’s employment hereunder shall terminate upon his death.
	 

	 
		(b) Disability. If,
		as a result of Executive’s incapacity due to physical or mental illness,
		Executive shall have been substantially unable to perform his duties hereunder
		for an entire period of at least 90 consecutive days or 180 non-consecutive
		days within any 365-day period, the Company shall have the right to terminate
		Executive’s employment hereunder for “Disability”, and such
		termination in and of itself shall not be, nor shall it be deemed to be, a
		breach of this Agreement.
	 

	 
		(c) Cause. The
		Company shall have the right to terminate Executive’s employment for
		Cause, and such termination in and of itself shall not be, nor shall it be
		deemed to be, a breach of this Agreement. For purposes of this Agreement,
		“Cause” shall mean Executive’s (i) drug or alcohol use which
		impairs the ability of Executive to perform his duties 
	 

	 
		 
	 

	 
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		hereunder; (ii) conviction by a court of
		competent jurisdiction, or plea of “no contest” or guilty to a
		criminal offense; (iii) engaging in fraud, embezzlement or any other illegal
		conduct with respect to the Company and/or the Parent or any of their
		affiliates (collectively, the “Group”); (iv) willfully violating the
		Restrictive Covenants set forth in Section 9 of this Agreement; (v) willful
		failure or refusal to perform his duties hereunder (other than such failure
		caused by Executive’s Disability or while on vacation) after a written
		demand for performance is delivered to Executive by the Board which
		specifically identifies the manner in which the Board believes that Executive
		has failed or refused to perform his duties; or (vi) breach of any material
		provision of this Agreement or any Group policies related to conduct which is
		not cured, if curable, within ten (10) days after written notice thereof. The
		Company shall have the right to suspend Executive with pay in order to
		investigate any event which it reasonably believes may provide a basis to
		terminate Executive’s employment for Cause and such action shall not give
		Executive Good Reason to terminate his employment.
	 

	 
		(d) Good Reason.
		Executive may terminate his employment with the Company for “Good
		Reason” within thirty (30) days after Executive has knowledge of the
		occurrence, without Executive’s written consent, of one of the following
		events that has not been cured, if curable, within thirty (30) days after
		written notice thereof has been given by Executive to the Company and such
		termination in .and of itself shall not be, nor shall it be deemed to be, a
		breach of this Agreement, “Good Reason” shall be limited to the
		following: (i) any material and adverse change to Executive’s duties which
		are inconsistent with his duties set forth herein, (ii) a reduction of
		Executive’s Base Salary, or (iii) a failure by the Company to comply with
		any other material provisions of this Agreement.
	 

	 
		(e) Without Cause.
		The Company shall have the right to terminate Executive’s employment
		hereunder without Cause at any time by providing Executive with a Notice of
		Termination and such termination shall not in and of itself be, nor shall it be
		deemed to be, a breach of this Agreement.
	 

	 
		(f) Without Good Reason. Executive shall have the right to terminate his
		employment hereunder without Good Reason by providing the Company with a Notice
		of Termination at least ninety (90) days prior to such termination, and such
		termination shall not in and of itself be, nor shall it be deemed to be, a
		breach of this Agreement.
	 

	 
		7. Termination Procedure.
	 

	 
		(a) Notice of Termination. Any termination of Executive’s employment by the
		Company or by Executive (other than termination pursuant to Section 6(a)) shall
		be communicated by written Notice of Termination to the other party hereto in
		accordance with Section 13 of this Agreement. For purposes of this Agreement, a
		“Notice of Termination” shall mean a notice which shall indicate the
		specific termination provision in this Agreement relied upon and shall set
		forth in reasonable detail the facts and circumstances claimed to provide a
		basis for termination of Executive’s employment under the provision so
		indicated.
	 

	 
		(b) Date of Termination. “Date of Termination” shall mean (i) if
		Executive’s employment is terminated by his death, the date of his death,
		(ii) if Executive’s employment is terminated pursuant to Section 6(b),
		thirty (30) days after Notice of Termination
	 

	 
		 
	 

	 
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		(provided that Executive shall not have
		returned to the substantial performance of his duties on a full-time basis
		during such thirty (30) day period), and (iii) if Executive’s employment
		is terminated for any other reason, the date on which a Notice of Termination
		is given or any later date (within ninety (90) days after the giving of such
		notice) set forth in such Notice of Termination; provided,
		that, if applicable, the Notice of Termination shall not be
		effective until the cure period has expired and such event or events leading to
		such termination have not yet been cured.
	 

	 
		8. Compensation Upon Termination. In the event Executive’s employment is
		terminated, the Company shall provide Executive with the payments set forth
		below and shall not be required to provide any other payments or benefits to
		Executive upon such termination. Executive acknowledges and agrees that the
		payments set forth in this Section 8 constitute liquidated damages for
		termination of his employment and that prior to receiving any such payments
		under Section 8 and as a material condition thereof, Executive shall, if
		requested by the Company, sign and agree to be bound by a general release of
		claims against the Company and its affiliates related to Executive’s
		employment (and termination of employment) with the Company in such form as the
		Board deems appropriate. Upon Executive’s termination of employment for
		any reason, upon the request of the Board, he shall resign any membership or
		positions that he then holds with the Company or any of its affiliates.
	 

	 
		(a) Termination By the Company without Cause or By Executive
		for Good Reason. If Executive’s
		employment is terminated by the Company without Cause or by Executive for Good
		Reason:
	 

	 
		(i) as soon as practicable following such
		termination, the Company shall pay to Executive: (A) his accrued, but unpaid
		Base Salary earned through the Date of Termination, his accrued, but unpaid
		Bonus earned for the year immediately prior to the year in which the Date of
		Termination occurs and any accrued, but unused vacation pay through the Date of
		Termination (the “Accrued Obligations”); (B) the target Bonus
		Executive would have earned for the year of termination assuming targets had
		been achieved, pro-rated based on the number of days Executive was employed by
		the Company during the year over the number of days in such year (the
		“Pro-Rated Bonus”); and
	 

	 
		(ii) commencing on the Severance Payment
		Date (as defined below) and provided Executive does not breach Section 9 of
		this Agreement following his termination in which case all payments under this
		clause (ii) shall cease, the Company shall continue to pay Executive the sum of
		his annual rate of Base Salary and target Bonus (assuming targets had been
		achieved) in twelve (12) equal monthly installments. For purposes of this
		Agreement, the “Severance Payment Date” shall mean (i) if the Board
		(or its delegate) determines in its discretion that Executive is a
		“specified employee” (as defined in Section 409A(a)(2)(B)(i) of the
		United States Internal Revenue Code of 1986, as amended (the “Code”))
		as of the date of termination and that Section 409A of the Code applies with
		respect to a payment to Executive pursuant to this Section 8(a), the six-month
		anniversary of the date of termination or (ii) if the Board (or its delegate)
		determines in its discretion that Executive is not a specified employee as of
		the date of termination (or that Section 409A of the Code does not apply with
		respect to a
	 

	 
		 
	 

	 
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		payment to Executive pursuant to this
		Section 8(a)), the first day following the applicable revocation period set
		forth in the release contemplated in this Section 8; and
	 

	 
		(iii) the Company shall reimburse Executive
		pursuant to Section 5 for reasonable expenses incurred, but not paid prior to
		such termination of employment; and
	 

	 
		(iv) Executive shall be entitled to any
		other rights, compensation and/or benefits as may be due to Executive in
		accordance with the terms and provisions of any agreements, plans or programs
		of the Company; and
	 

	 
		(v) on the Severance Payment Date, the
		Company shall pay Executive the Additional Bonus, to the extent that it has not
		been paid and is owed to Executive pursuant to the terms of Section 5(a), and
		an additional lump sum payment in the amount of $25,000.
	 

	 
		(b) Termination By the Company for Cause or By Executive
		Without Good Reason. If
		Executive’s employment is terminated by the Company for Cause or by
		Executive (other than for Good Reason):
	 

	 
		(i) the Company shall pay Executive, as soon
		as practicable following the Date of Termination, the Accrued Obligations;
		and
	 

	 
		(ii) the Company shall reimburse Executive
		pursuant to Section 5 for reasonable expenses incurred, but not paid prior to
		such termination of employment.
	 

	 
		(c) Disability.
		During any period that Executive fails to perform his duties hereunder as a
		result of incapacity due to physical or mental illness (“Disability
		Period”), Executive shall continue to receive his full Base Salary set
		forth in Section 5(a) until his employment is terminated pursuant to Section
		6(b) off-set, on a dollar for dollar basis, by any insurance or social security
		payments made to Executive relating to such disability. In the event
		Executive’s employment is terminated for Disability pursuant to Section
		6(b):
	 

	 
		(i) the Company shall pay to Executive as
		soon as practicable following the Date of Termination: (A) the Accrued
		Obligations and (B) a Pro-Rated Bonus; and
	 

	 
		(ii) the Company shall continue to pay
		Executive his annual rate of Base Salary and provide Executive the health
		insurance benefits that he was receiving immediately prior to the Date of
		Termination, for the lesser of (A) one year following the Date of Termination
		or (B) until such time as any Company long-term disability benefit plan becomes
		available to Executive; provided,
		that, if the Company is unable to continue the health
		insurance benefits following the Date of Termination, the Company shall pay
		Executive the cost of similar health insurance benefits, not to exceed the cost
		the Company would incur if Executive had continued to remain in the
		Company’s health plans; and
	 

	 
		 
	 

	 
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		(iii) the Company shall reimburse Executive
		pursuant to Section 5 for reasonable expenses incurred, but not paid prior to
		such termination of employment; and
	 

	 
		(iv) Executive shall be entitled to any
		other rights, compensation and/or benefits as may be due to Executive in
		accordance with the terms and provisions of any agreements, plans or programs
		of the Company.
	 

	 
		(d) Death. If
		Executive’s employment is terminated by his death:
	 

	 
		(i) the Company shall pay in a lump sum to
		Executive’s beneficiary, legal representatives or estate, as the case may
		be, the Accrued Obligations and Pro-Rated Bonus as soon as practicable
		following such death; and
	 

	 
		(ii) the Company shall reimburse
		Executive’s beneficiary, legal representatives, or estate, as the case may
		be, pursuant to Section 5 for reasonable expenses incurred, but not paid prior
		to such termination of employment; and
	 

	 
		(iii) Executive’s spouse and dependents
		shall be entitled to continue receiving health insurance benefits that they
		were receiving as of the Date of Termination for one (1) year following
		Executive’s death; provided,
		that, if the Company is unable to continue the health
		insurance benefits following the Date of Termination, the Company shall pay
		Executive’s spouse and dependents the cost of similar health insurance
		benefits, not to exceed the cost the Company would incur if Executive had
		continued to remain in the Company’s health plans; and
	 

	 
		(iv) Executive’s beneficiary, legal
		representatives or estate, as the case may be, shall be entitled to any other
		rights, compensation and benefits as may be due to any such persons or estate
		in accordance with the terms and provisions of any agreements, plans or
		programs of the Company.
	 

	 
		9. Restrictive Covenants.
	 

	 
		(a) Acknowledgments.
		Executive acknowledges that: (i) as a result of Executive’s employment by
		the Company, Executive has obtained and will obtain Confidential Information
		(as defined below); (ii) the Confidential Information has been developed and
		created by the Group at substantial expense and the Confidential Information
		constitutes valuable proprietary assets; (iii) the Group will suffer
		substantial damage and irreparable harm which will be difficult to compute if,
		during the Employment Period and thereafter, Executive should enter a
		Competitive Business (as defined herein) in violation of the provisions of this
		Agreement; (iv) the nature of the Group’s business is such that it could
		be conducted anywhere in the world and that it is not limited to a geographic
		scope or region; (v) the Group will suffer substantial damage which will be
		difficult to compute if, during the Employment Period or thereafter, Executive
		should solicit or interfere with the Group’s employees, clients or
		customers or should divulge Confidential Information relating to the business
		of the Group; (vi) the provisions of this Agreement are reasonable and
		necessary for the protection of the business of the Group; (vi) the Company
		would not have hired or continued to employ Executive and the Parent would not
		have granted the Options unless he agreed to be bound by the terms hereof; and
		(vii) the provisions of 
	 

	 
		 
	 

	 
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		this Agreement will not preclude Executive
		from other gainful employment. “Competitive Business” as used in this
		Agreement shall mean any business which competes, directly or indirectly, with
		any aspect of the Group’s business. “Confidential Information”
		as used in this Agreement shall mean any and all confidential and/or
		proprietary knowledge, data, or information of the Group including, without
		limitation, any: (A) trade secrets, drawings, inventions, methodologies, mask
		works, ideas, processes, formulas, source and object codes, data, programs,
		software source documents, works of authorship, know-how, improvements,
		discoveries, developments, designs and techniques, and all other work product
		of the Group, whether or not patentable or registrable under trademark,
		copyright, patent or similar laws; (B) information regarding plans for
		research, development, new service offerings and/or products, marketing,
		advertising and selling, distribution, business plans, business forecasts,
		budgets and unpublished financial statements, licenses, prices and costs,
		suppliers, customers or distribution arrangements; (C) any information
		regarding the skills and compensation of employees, suppliers, agents, and/or
		independent contractors of the Group; (D) concepts and ideas relating to the
		development and distribution of content in any medium or to the current, future
		and proposed products or services of the Group; (E) information about the
		Group’s investment program, trading methodology, or portfolio holdings; or
		(F) any other information, data or the like that is labeled confidential or
		orally disclosed to Executive as confidential.
	 

	 
		(b) Confidentiality.
		In consideration of the benefits provided for in this Agreement, Executive
		agrees not to, at any time, either during the Employment Period or thereafter,
		divulge, use, publish or in any other manner reveal, directly or indirectly, to
		any person, firm, corporation or any other form of business organization or
		arrangement and keep in the strictest confidence any Confidential Information,
		except (i) as may be necessary to the performance of Executive’s duties
		hereunder, (ii) with the Company’s express written consent, (iii) to the
		extent that any such information is in or becomes in the public domain other
		than as a result of Executive’s breach of any of his obligations
		hereunder, or (iv) where required to be disclosed by court order, subpoena or
		other government process and in such event, Executive shall cooperate with the
		Company in attempting to keep such information confidential. Upon the request
		of the Company, Executive agrees to promptly deliver to the Company the
		originals and all copies, in whatever medium, of all such Confidential
		Information.
	 

	 
		(c) Non-Compete. In
		consideration of the benefits provided for in this Agreement, Executive
		covenants and agrees that during the Employment Period and for a period of six
		(6) months following the termination of his employment for whatever reason, or
		following the date of cessation of the last violation of this Agreement, or
		from the date of entry by a court of competent jurisdiction of a final,
		unappealable judgment enforcing this covenant, whichever of the foregoing is
		last to occur, he will not, for himself, or in conjunction with any other
		person, firm, partnership, corporation or other form of business organization
		or arrangement (whether as a shareholder, partner, member, principal, agent,
		lender, director, officer, manager, trustee, representative, employee or
		consultant), directly or indirectly, be employed by, provide services to, in
		any way be connected, associated or have any interest in, or give advice or
		consultation to any Competitive Business.
	 

	 
		(d) Non-Solicitation of Employees. In consideration of the benefits provided for in this
		Agreement, Executive covenants and agrees that during the Employment Period and
		for a period of one (1) year thereafter, Executive shall not, without the prior
		written 
	 

	 
		 
	 

	 
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		permission of the Company, (i) directly or
		indirectly solicit, employ or retain, or have or cause any other person or
		entity to solicit, employ or retain, any person who is employed or is providing
		services to the Group at the time of his termination of employment or was or is
		providing such services within the twelve (12) month period before or after his
		termination of employment or (ii) request or cause any employee of the Group to
		breach or threaten to breach any terms of said employee’s agreements with
		the Group or to terminate his or her employment with the Group.
	 

	 
		(e) Non-Solicitation of Clients and
		Customers. In consideration of the
		benefits provided for in this Agreement, Executive covenants and agrees that
		during the Employment Period and for a period of one (1) year thereafter, he
		will not, for himself, or in conjunction with any other person, firm,
		partnership, corporation or other form of business organization or arrangement
		(whether as a shareholder, partner, member, lender, principal, agent, director,
		officer, manager, trustee, representative, employee or consultant), directly or
		indirectly: (i) solicit or accept any business that is directly related to the
		business of the Group, from any person or entity who, at the time of, or at the
		time during the twelve (12) months preceding such termination, was an existing
		or prospective customer or client of the Group; (ii) request or cause any of
		the Group’s clients or customers to cancel or terminate any business
		relationship with the Group involving services or activities which were
		directly or indirectly the responsibility of Executive during his employment or
		(iii) pursue any Group project known to Executive upon termination of his
		employment that the Group is actively pursuing (or was actively pursuing within
		six months of termination) while the Group is (or is contemplating) actively
		pursuing such project.
	 

	 
		(f) Post-Employment Property. The parties agree that any work of authorship,
		invention, design, discovery, development, technique, improvement, source code,
		hardware, device, data, apparatus, practice, process, method or other work
		product whatever (whether patentable or subject to copyright, or not, and
		hereinafter collectively called “discovery”) related to the business
		of the Group that Executive, either solely or in collaboration with others, has
		made or may make, discover, invent, develop, perfect, or reduce to practice
		during the Employment Period, whether or not during regular business hours and
		created, conceived or prepared on the Group’s premises or otherwise shall
		be the sole and complete property of the Group. More particularly, and without
		limiting the foregoing, Executive agrees that all of the foregoing and any (i)
		inventions (whether patentable or not, and without regard to whether any patent
		therefor is ever sought), (ii) marks, names, or logos (whether or not
		registrable as trade or service marks, and without regard to whether
		registration therefor is ever sought), (iii) works of authorship (without
		regard to whether any claim of copyright therein is ever registered), and (iv)
		trade secrets, ideas, and concepts ((i) - (iv) collectively, “Intellectual
		Property Products”) created, conceived, or prepared on the Group’s
		premises or otherwise, whether or not during normal business hours, shall
		perpetually and throughout the world be the exclusive property of the Group, as
		shall all tangible media (including, but not limited to, papers, computer media
		of all types, and models) in which such Intellectual Property Products shall be
		recorded or otherwise fixed. Executive further agrees promptly to disclose in
		writing and deliver to the Company all Intellectual Property Products created
		during his engagement by the Company, whether or not during normal business
		hours. Executive agrees that all works of authorship created by Executive
		during his engagement by the Company shall be works made for hire of which the
		Group is the author and owner of copyright. To the extent that any competent
		
	 

	 
		 
	 

	 
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		decision-making authority should ever
		determine that any work of authorship created by Executive during his
		engagement by the Company is not a work made for hire, Executive hereby assigns
		all right, title and interest in the copyright therein, in perpetuity and
		throughout the world, to the applicable Group entity. To the extent that this
		Agreement does not otherwise serve to grant or otherwise vest in the Group all
		rights in any Intellectual Property Product created by Executive during his
		engagement by the Company, Executive hereby assigns all right, title and
		interest therein, in perpetuity and throughout the world, to the Company.
		Executive agrees to execute, immediately upon the Company’s reasonable
		request and without charge, any further assignments, applications, conveyances
		or other instruments, at any time after execution of this Agreement, whether or
		not Executive is engaged by the Company at the time such request is made, in
		order to permit the Group and/or its respective assigns to protect, perfect,
		register, record, maintain, or enhance their rights in any Intellectual
		Property Product; provided, that, the Company shall bear the cost
		of any such assignments, applications or consequences. Upon termination of
		Executive’s employment by the Company for any reason whatsoever, and at
		any earlier time the Company so requests, Executive will immediately deliver to
		the custody of the person designated by the Company all originals and copies of
		any documents and other property of the Company in Executive’s possession,
		under Executive’s control or to which he may have access.
	 

	 
		(g) Non-Disparagement. Executive acknowledges and agrees that he will not
		defame or publicly criticize the services, business, integrity, veracity or
		personal or professional reputation of the Group and its respective officers,
		directors, partners, executives or agents thereof in either a professional or
		personal manner at any time during or following the Employment Period.
	 

	 
		(h) Enforcement. If
		Executive commits a breach, or threatens to commit a breach, of any of the
		provisions of this Section 9, the Company shall have the right and remedy to
		have the provisions specifically enforced by any court having jurisdiction, it
		being acknowledged and agreed by Executive that the services being rendered
		hereunder to the Company are of a special, unique and extraordinary character
		and that any such breach or threatened breach will cause irreparable injury to
		the Group and that money damages will not provide an adequate remedy to the
		Group. Such right and remedy shall be in addition to, and not in lieu of, any
		other rights and remedies available to the Company at law or in equity.
		Accordingly, Executive consents to the issuance of an injunction, whether
		preliminary or permanent, consistent with the terms of this Agreement. In
		addition, the Company and Parent shall have the right to cease making any
		payments or provide any benefits to Executive under this Agreement in the event
		he breaches or threatens to breach any of the provisions hereof (and such
		action shall not be considered a breach under the Agreement).
	 

	 
		(i) Blue Pencil. If,
		at any time, the provisions of this Section 9 shall be determined to be invalid
		or unenforceable under any applicable law, by reason of being vague or
		unreasonable as to area, duration or scope of activity, this Agreement shall be
		considered divisible and shall become and be immediately amended to only such
		area, duration and scope of activity as shall be determined to be reasonable
		and enforceable by the court or other body having jurisdiction over the matter
		and Executive and the Company and Parent agree that this Agreement as so
		amended shall be valid and binding as though any invalid or unenforceable
		provision had not been included herein.
	 

	 
		 
	 

	 
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		(j) EXECUTIVE ACKNOWLEDGES THAT HE HAS
		CAREFULLY READ THIS SECTION 9 AND HAS HAD THE OPPORTUNITY TO REVIEW ITS
		PROVISIONS WITH ANY ADVISORS AS HE CONSIDERED NECESSARY AND THAT EXECUTIVE
		UNDERSTANDS THIS AGREEMENT’S CONTENTS AND SIGNIFIES SUCH UNDERSTANDING AND
		AGREEMENT BY SIGNING BELOW.
	 

	 
		10. Resolution of Differences Over Breaches of
		Agreement. The parties shall use good
		faith efforts to resolve any controversy or claim arising out of, or relating
		to this Agreement or the breach thereof, first in accordance with the
		Company’s internal review procedures, except that this requirement shall
		not apply to any claim or dispute under or relating to Section 9 of this
		Agreement. If despite their good faith efforts, the parties are unable to
		resolve such controversy or claim through the Company’s internal review
		procedures, then such controversy or claim shall be resolved by binding
		arbitration for resolution in New York, New York in accordance with the rules
		and procedures of the Employment Dispute Resolution Rules of the American
		Arbitration Association then in effect. The decision of the arbitrator shall be
		final and binding on both parties, and any court of competent jurisdiction may
		enter judgment upon the award. Each party shall pay its own expenses, including
		legal fees, in such dispute and shall split the cost of the arbitrator and the
		arbitration proceedings.
	 

	 
		11. Indemnification.
		The Company and Parent agree that if Executive is made a party or threatened to
		be made a party to any action, suit or proceeding, whether civil, criminal,
		administrative or investigative, by reason of the fact that Executive is or was
		a director or officer of the Company or any other entity within the Group or is
		or was serving at the request of the Parent, Company or any other member of the
		Group as a director, officer, member, employee or agent of another corporation
		or a partnership, joint venture, trust or other enterprise, Executive shall be
		indemnified and held harmless by the Company and/or Parent to the fullest
		extent authorized by the Company’s and/or Parent’s by-laws and/or
		charter, as the same exists or may hereafter be amended, against all expenses
		incurred or suffered by Executive in connection therewith, except for willful
		misconduct or any acts (or omissions) of gross negligence by Executive.
	 

	 
		12. Successors; Binding Agreement. The rights and benefits of Executive hereunder shall
		not be assignable, whether by voluntary or involuntary assignment or transfer
		by Executive. This Agreement shall be binding upon, and inure to the benefit
		of, the successors and assigns of the Company, and the heirs, executors and
		administrators of Executive, and shall be assignable by the Company to Parent
		or to any entity acquiring substantially all of the assets of the Company or
		the Parent, whether by merger, consolidation, sale of assets or similar
		transactions.
	 

	 
		13. Notice. For the
		purposes of this Agreement, notices, demands and all other communications
		provided for in this Agreement shall be in writing and shall be deemed to have
		been duly given when delivered either personally or by overnight, certified or
		registered mail, return receipt requested, postage prepaid, addressed, in the
		case of Executive, to the last address on file with the Company and if to the
		Company, to its executive offices or to such other address as any party may
		have furnished to the other in writing in accordance herewith, except that
		notices of change of address shall be effective only upon receipt.
	 

	 
		 
	 

	 
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		14. Governing Law.
		This Agreement is governed by, and is to be construed and enforced in
		accordance with, the laws of the State of New York without regard to principles
		of conflicts of laws. If, under such law, any portion of this Agreement is at
		any time deemed to be in conflict with any applicable statute, rule, regulation
		or ordinance, such portion shall be deemed to be modified or altered to conform
		thereto or, if that is not possible, to be omitted from this Agreement, and the
		invalidity of any such portion shall not affect the force, effect and validity
		of the remaining portion hereof.
	 

	 
		15. Amendment. No
		provisions of this Agreement may be amended, modified, or waived unless such
		amendment or modification has been approved by the Board and is agreed to in a
		writing signed by Executive and a member of the Board (excluding Executive or
		any other member of the Board who is also an employee of the Company), and such
		waiver is set forth in writing and signed by the party to be charged. No waiver
		by either party hereto at any time of any breach by the other party hereto of
		any condition or provision of this Agreement to be performed by such other
		party shall be deemed a waiver of similar or dissimilar provisions or
		conditions at the same or at any prior or subsequent time.
	 

	 
		16. Survival. The
		respective obligations of, and benefits afforded to, Executive and the Company
		and Parent as provided in Section 9 of this Agreement shall survive the
		termination of this Agreement.
	 

	 
		17. No Conflict of Interest. During the Employment Period, Executive shall not,
		directly or indirectly, render service, or undertake any employment or
		consulting agreement with another entity without the express written consent of
		the Board.
	 

	 
		18. Counterparts.
		This Agreement may be executed in two or more-counterparts, each of which shall
		be deemed to be an original but all of which together will constitute one and
		the same instrument.
	 

	 
		19. Entire Agreement. This Agreement sets forth the entire agreement of the
		parties hereto in respect of the subject matter contained herein and supersedes
		all prior agreements, promises, covenants, arrangements, communications,
		representations or warranties, whether oral or written, by any officer,
		employee or representative of any party hereto in respect of such subject
		matter. Any prior agreement of the parties hereto in respect of the subject
		matter contained herein is hereby terminated and canceled as of the date
		hereof,
	 

	 
		20. Section Headings. The section headings in this Agreement are for
		convenience of reference only, and they form no part of this Agreement and
		shall not affect its interpretation.
	 

	 
		21. Withholding. All
		payments hereunder shall be subject to any required withholding of Federal,
		state and local taxes pursuant to any applicable law or regulation.
	 

	 
		22. Representation.
		Executive represents and warrants to the Parent and the Company, and Executive
		acknowledges that the Company has relied on such representations and warranties
		in employing Executive, that neither Executive’s duties as an employee of
		the Company nor his performance of this Agreement will breach any other
		agreement to which Executive is a party, including without limitation, any
		agreement limiting the use or disclosure of 
	 

	 
		 
	 

	 
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		any information acquired by Executive prior
		to his employment by the Company. In the course of performing Executive’s
		work for the Company, Executive will not disclose or make use of any
		information, documents or materials that Executive is under any obligation to
		any other party to maintain in confidence. In addition, Executive represents
		and warrants and acknowledges that the Company has relied on such
		representations and warranties in employing Executive, that he has not entered
		into, and will not enter into, any agreement, either oral or written, in
		conflict herewith. If it is determined that Executive is in breach or has
		breached any of the representations set forth herein, the Company shall have
		the right to terminate Executive’s employment for Cause.
	 

	 
		23. Review by Counsel. Executive represents and warrants that this Agreement
		is the result of full and otherwise fair faith bargaining over its terms
		following a full and otherwise fair opportunity to have legal counsel for
		Executive review this Agreement and to verify that the terms and provisions of
		this Agreement are reasonable and enforceable. Executive acknowledges that he
		has read and understands the foregoing provisions and that such provisions are
		reasonable and enforceable. This Agreement has been jointly drafted by both
		parties.
	 

	 
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		IN WITNESS WHEREOF, the parties hereto have
		executed this Agreement on the date first above written.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GREENLIGHT CAPITAL RE, LTD.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   

				  By:
				

			 	
				
				  
 /s/ Leonard Golberg
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Leonoard Goldberg
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: CEO
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GREENLIGHT REINSURANCE, LTD.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				   

				  By:
				

			 	
				
				  
 /s/ Leonard Golberg
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Leonoard Goldberg
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: CEO
				

			 

 

	 
		 
	 

	 
			
				
				

			 	
				
				   
				

			 	
				
				  
 /s/ Tim Courtis
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Tim Courtis
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Executive
				

			 

 

	 
		 
	 

	 
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