Exhibit 10.14
	 

	 
		EMPLOYMENT AGREEMENT
	 

	 
		AGREEMENT, dated as of December 12, 2005 by
		and between Greenlight Reinsurance, Ltd. (the “Company”) and Barton
		Hedges (“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 President and Chief
		Underwriting Officer of the Company (the “President and CUO”), 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) January 2, 2006 (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
		President and CUO and shall report directly to the Company’s Chief
		Executive Officer (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 President and CUO 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 President and CUO 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 Company, Executive shall also serve as an officer
		and/or director of 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 policies, as may be amended from time
		to time, including, without limitation, conducting the business affairs of the
		Company such that it is not 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 $450,000 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
	 

	 
		 
	 

	 
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		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”). With respect to the 2006 calendar year,
		Executive shall be guaranteed a Bonus equal to 100% of Base Salary. With
		respect to years thereafter, Executive shall be eligible to receive a
		discretionary Bonus with a target of 100% of Base Salary. 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. Executive
		shall receive a signing bonus in the amount of $50,000 which shall be payable
		at the end of the first month in which the Effective Date occurs; provided,
		that, Executive remains employed as of such date.
	 

	 
		(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.
		Prior to the time that the Company establishes welfare and health plans, the
		Company shall reimburse Executive for the cost of health insurance for himself
		and his family that is comparable to the health insurance Executive has in
		effect as of the Effective Date. In addition, during the Employment Period, the
		Company shall reimburse Executive for his reasonable expenses incurred in
		having an accountant assist and prepare his annual tax return. The Company will
		provide a workers’ compensation plan that meets or exceeds the statutory
		requirements of the Cayman Islands.
	 

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

	 
		(f) Stock Options.
	 

	 
		(i) On the Effective Date or as soon as
		administratively feasible thereafter, Greenlight Capital Re, Ltd. (the
		“Parent”) shall grant Executive a 
	 

	 
		 
	 

	 
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		stock option (an “Option”) to
		acquire 250,000 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 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 or any of its 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 
	 

	 
		 
	 

	 
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		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.
	 

	 
		(g) Dissolution of the Company. The
		Company shall have the right to terminate Executive’s employment hereunder
		in connection with the Board’s resolution to dissolve the Company 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.
	 

	 
		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.
	 

	 
		(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
	 

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

	 
		 
	 

	 
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		(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.
	 

	 
		(e) Dissolution of the Company. If
		Executive’s employment is terminated by the Company without Cause in
		connection with a dissolution of the Company which occurs prior to the third
		anniversary of the Effective Date, the Company shall pay Executive the
		following benefits in lieu of the payments and benefits described in Section
		8(a) of this Agreement:
	 

	 
		(i) as soon as practicable following such
		termination, the Company shall pay to Executive the Accrued Obligations and the
		Pro-Rated Bonus; and
	 

	 
		(ii) commencing on the Severance Payment
		Date, a lump sum cash payment equal to the greater of (A) Executive’s
		annual rate of Base Salary as of the Date of Termination plus his target Bonus
		for the year of termination assuming targets had been achieved; or (B) the
		aggregate sum of Base Salary (measured as of the Date of Termination) that
		would have been paid to Executive from the Date of Termination through the
		third anniversary of the Effective Date assuming Executive had remained
		employed; and
	 

	 
		(iii) the payments and benefits described in
		Sections 8(a)(iii) and (iv) of this Agreement.
	 

	 
		 
	 

	 
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		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 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
	 

	 
		 
	 

	 
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		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; provided,
		that, this clause shall have no effect upon a dissolution of
		the Company.
	 

	 
		(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 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; provided,
		that, this clause shall have no effect upon a dissolution of
		the Company.
	 

	 
		(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 twenty-four (24) month period
		preceding, termination was a person or entity with which the Group had entered
		into a binding contract; (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;
		provided, that, this
		clause shall have no effect upon a dissolution of the Company.
	 

	 
		(f) Post-Employment Property. The
		parties agree that any work of authorship, invention, design, discovery,
		development, technique, improvement, source code, 
	 

	 
		 
	 

	 
		9
	 

	 
		 
	 


	 
 

	 
		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
		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.
	 

	 
		 
	 

	 
		10
	 

	 
		 
	 


	 
 

	 
		(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 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 agree that this Agreement as so amended shall be valid and binding as
		though any invalid or unenforceable provision had not been included
		herein.
	 

	 
		(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 agrees 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 Company or any other member of the Group
		as a director, officer, member, employee or agent of
	 

	 
		 
	 

	 
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		another corporation or a partnership, joint
		venture, trust or other enterprise, Executive shall be indemnified and held
		harmless by the Company to the fullest extent authorized by the Company’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 or to any
		entity acquiring substantially all of the assets of the Company, 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.
	 

	 
		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
		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.
	 

	 
		 
	 

	 
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		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 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 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. 
	 

	 
		[SIGNATURE PAGE FOLLOWS]
	 

	 
		 
	 

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

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GREENLIGHT REINSURANCE, LTD.
				

			 
	
				
				   
				

			 	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Leonard Golberg
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Leonoard Goldberg
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: CEO
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Barton Hedges
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Barton Hedges
				           12/12/05
				

			 

 

	 
		Only with respect to the Options
		contemplated by Section 5(f) of the Agreement.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GREENLIGHT CAPITAL RE, LTD.
				

			 
	
				
				   
				

			 	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Leonard Golberg
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Leonoard Goldberg
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: CEO
				

			 

 

	 
		 
	 

	 
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