EXHIBIT 10.12
	 

	 
		Execution Copy
	 

	 
		AMENDED AND RESTATED 
	 

	 
		EMPLOYMENT AGREEMENT
	 

	 
		AMENDED AND RESTATED EMPLOYMENT AGREEMENT
		(this “Agreement”) , dated as of January 10, 2007 by and between
		Greenlight Capital Re, Ltd. (the “Parent”),
		Greenlight Reinsurance, Ltd. (the “Company”)
		and Leonard Goldberg (“Executive”). 
	 

	 
		WHEREAS, the Parent, the Company and
		Executive entered into an employment agreement dated July 26, 2005 which became
		effective as of August 15, 2005 (the “Original Agreement”); and
	 

	 
		WHEREAS, the Parent, the Company and
		Executive desire to amend and restate the Original Agreement as set forth
		below.
	 

	 
		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 continue to employ Executive as the Chief Executive
		Officer of the Company (the “CEO”), and
		Executive hereby accepts such continued employment, on the terms and conditions
		hereinafter set forth. 
	 

	 
		2. Term. The period
		of employment of Executive by the Company under this Agreement (the
		“Employment Period”) commenced on August 15, 2005 (the
		“Effective Date”) and shall continue through August 15, 2008. The
		Employment Period may be sooner terminated by either party in accordance with
		Section 6 of this Agreement. 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
		CEO and shall report directly to the Board of Directors of the Company (the
		“Board”). Executive shall have those powers and duties
		normally associated with the position of CEO of entities comparable to the
		Company and such other powers and duties as may be prescribed by the Board;
		provided that, such other
		powers and duties are consistent with Executive’s position as CEO 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. During
		the first year of the Employment Period, Executive’s duties shall include,
		without limitation: developing a comprehensive business plan for the Company,
		to be approved by the Board (the “Business Plan”); recruiting and hiring the Company’s
		management team; supervising the establishment of an appropriate infrastructure
		to support the long-term goals of the Company; developing long-term bonus and
		employee incentive plans, subject to approval by the Board; commencing
		reinsurance operations as per the Business Plan; working closely with the
		Company’s investment manager to ensure an appropriate asset-liability
		balance; supervising and directing the Company’s outside service
		providers; and representing the Company in meetings with regulators and rating
		agencies. During the Employment Period, it is anticipated that Executive shall
		also serve as a member of the Board for no additional compensation, subject to
		his continued election to serve on the Board 
	 



	 
		 
	 

	 
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		by the Company’s shareholders. 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 $500,000 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 after consulting with Executive with a target of 100% of Base Salary (the
		“Bonus”). Any Bonus earned during a calendar year shall
		be paid at such time as the Company customarily pays annual bonuses and shall
		be subject to such other terms and conditions as are set forth in the
		Company’s bonus program, as established from time to time.
	 

	 
		(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 six (6) 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 senior executive officers of the
		Company with similar tenure are entitled under the Company’s policies, but
		in no event less that 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 

	 



	 
		 
	 

	 
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		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 $10,000 per month.
		Employee will be responsible for any taxes due on such allowance.
	 

	 
		(f) Stock Options.
		
	 

	 
		(i) On August 15, 2005, the Parent granted
		Executive a stock option (an “Option”) to
		acquire 500,000 shares of the Parent’s Class A Ordinary Shares, $0.10 par
		value per share (“Shares”) at
		an exercise price per Share equal to US $11.10 (i.e., the fair market value per
		Share as of the date of grant), 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 Options described herein shall be
		granted subject to the following terms and conditions: (A) the Options shall be
		granted under and subject to the Parent’s stock incentive plan (the
		“Plan”); (B) the exercise price per Share subject to the
		Options shall be equal to the fair market value per Share as of the date of
		grant; (C) the Options 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
		Options shall cease to vest upon Executive’s termination of employment
		with the Company; (D) the Options shall be exercisable for the ten (10) year
		period following the date of grant; provided,
		that, except as otherwise provided herein, upon
		Executive’s termination of employment with the Company for any reason, any
		unvested portion of the Options shall automatically terminate and the vested
		portion of the Options shall remain exercisable for 90 days after
		Executive’s termination of employment with the Company; and (E) the
		Options shall be evidenced by, and subject to, a stock option agreement whose
		terms and conditions are consistent with the terms hereof. 
	 

	 
		(iii) The Options shall provide that upon a
		termination of employment by the Company for Cause (as defined below), the
		Options (whether or not vested) shall terminate. Upon a termination of
		employment due to Executive’s death or Disability (as defined below), or
		for Family Reasons (as defined below), any unvested portion of the Options
		shall terminate and any vested portion shall remain exercisable for the
		remainder of its term (except that on a termination for Family Reasons, the
		vested portion shall terminate if the Executive becomes employed by a Competing
		Entity (as defined below)). Upon a termination of employment by the Company
		without Cause or by Executive for Good Reason (as defined below), or upon
		expiration of the Employment Period where the Company has failed to offer
		Executive continued employment with the Company on substantially comparable
		terms as provided in this Agreement, any unvested portion of the Options shall
		vest, and the Options (including the portion which becomes 
	 



	 
		 
	 

	 
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		vested pursuant to this paragraph (iii))
		shall remain exercisable for the remainder of its term.
	 

	 
		(iv) On October 5, 2006, the Parent granted
		Executive an additional Option to acquire 100,000 Shares at an exercise price
		per Share equal to US $13.48 (i.e., the fair market value per Share as of the
		date of grant). On August 15, 2007 and on each anniversary thereof for the
		remainder of the Employment Period, the Parent shall grant Executive an
		additional Option to acquire 50,000 Shares. All Options granted pursuant to
		this Section 5(f)(iv) shall be subject to the same terms and conditions as
		provided in Section 5(f) (i) – (iii) above. 
	 

	 
		(v) The Shares acquired upon exercise of the
		Options described herein shall be subject to the terms and conditions of the
		Parent’s Shareholders’ Agreement dated as of August 11, 2004 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 during the Employment
		Period 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 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 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. 
	 



	 
		 
	 

	 
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		(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 the 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 or authority which are inconsistent with his title and
		position set forth herein, (ii) a diminution of Executive’s title or
		position; (iii) a reduction of Executive’s Base Salary, (iv) a failure by
		the Company to comply with any other material provisions of this Agreement, or
		(v) upon a Change in Control of the Parent (as defined below). For purposes of
		this Agreement, the term “Change in
		Control of the Parent” means the
		occurrence of one of the following events: (i) any “person” or
		“group” becomes the “beneficial owner” (as such terms are
		used in Rule 13d-3 promulgated under the U.S. Securities Exchange Act of
		1934, as amended, except that a person or group shall be deemed to have
		“beneficial ownership” of all securities that such person or group
		has the right to acquire, whether such right is exercisable immediately or only
		after the passage of time), directly or indirectly, of 51% or more of the
		Shares (measured by voting power rather than number of shares); provided,
		however, that an event described in this paragraph (i) shall
		not be deemed to be a Change in Control if any of following becomes such a
		beneficial owner: (A) any tax-qualified, broad-based employee benefit plan
		sponsored or maintained by the Parent, the Company or any other member of the
		Group, (B) any Parent underwriter temporarily holding securities pursuant to an
		offering of such securities, or (C) any person or group pursuant to a
		Non-Qualifying Transaction (as defined in paragraph (ii)); or (ii) the Parent
		consolidates or merges with or into any other person or group or sells,
		assigns, conveys, transfers, leases or otherwise disposes of all or
		substantially all of its assets and the assets of the Parent’s direct and
		indirect subsidiaries (on a consolidated basis) to any other person or group,
		in either one transaction or a series of related transactions which occur
		within six months, other than a consolidation or merger or disposition of
		assets: (A) of or by the Parent into or to a 100% owned subsidiary of the
		Parent, or (B) pursuant to a transaction in which the outstanding Shares
		are changed into or exchanged for securities or other property with the effect
		that the beneficial owners of the outstanding Shares immediately prior to such
		transaction, beneficially own, directly or indirectly, at least a majority of
		the Shares (measured by voting power rather than number of shares) of the
		surviving corporation or the person or group to whom the Parent’s assets
		are transferred immediately following such transaction (any transaction which
		satisfies the criteria specified in (A) or (B) above shall be deemed to be a
		“Non-Qualifying
		Transaction”). 
	 

	 
		(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.
	 



	 
		 
	 

	 
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		(g) Expiration of the Employment Period. Executive’s employment shall automatically
		terminate upon expiration of the Employment Period and such termination shall
		not be a breach of this Agreement; provided,
		that, unless otherwise agreed to by the parties hereto, if
		the Company fails to offer Executive continued employment with the Company on
		substantially comparable terms as provided in this Agreement at least six (6)
		months prior to such expiration, upon such expiration, Executive’s
		employment shall be deemed to be terminated under Section 6(e) of this
		Agreement.
	 

	 
		(h) Family Reasons.
		Executive shall have the right to terminate his employment hereunder for Family
		Reasons by providing the Company with a Notice of Termination at least thirty
		(30) 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. For
		purposes of this Agreement, “Family
		Reasons” shall mean
		Executive’s permanent retirement from the insurance/reinsurance industry.
		The determination as to whether Executive has retired shall be made solely by
		the Board in good faith after considering the circumstances surrounding such
		retirement which shall include, without limitation, a material change in
		Executive’s immediate family caused by the death or disability of an
		immediate family member. 
	 

	 
		7. Termination Procedure.
	 

	 
		(a) Notice of Termination. Any termination of Executive’s employment by the
		Company or by Executive during the Employment Period (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 (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
		during the Employment Period, 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 this employment during the Employment Period 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 
	 



	 
		 
	 

	 
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		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 Company’s
		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 practical 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 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 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.
	 



	 
		 
	 

	 
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		(b) Termination By the Company for Cause, By Executive
		Without Good Reason or Expiration of Employment Period. If Executive’s employment is terminated by the
		Company for Cause or by Executive (other than for Good Reason) or upon
		expiration of the Employment Period (except as provided in Section
		6(g)):
	 

	 
		(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
	 

	 
		(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
	 



	 
		 
	 

	 
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		(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) Family Reasons.
		If Executive’s employment is terminated for Family Reasons: 
	 

	 
		(i) the Company shall pay Executive his
		Accrued Obligations and Pro-Rated Bonus; and
	 

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

	 
		(iii) 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.
	 

	 
		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 or thereafter, Executive should become involved
		with a Competing Entity (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
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		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.
		“Competing Entity” 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 the 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
		(except for termination under Section 6(g) which is not deemed to be a
		termination under Section 6(e)), 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 Competing Entity.
	 




	 
		 
	 

	 
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		(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 his 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 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 
	 



	 
		 
	 

	 
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		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.
	 

	 
		(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 
	 




	 
		 
	 

	 
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		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.
	 

	 
		(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 is 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
	 


	 
		 
	 

	 
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		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
		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 including, without limitation, the Original Agreement,
		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.
	 


	 
		 
	 

	 
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		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 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 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 CAPITAL RE, LTD.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Alan Brooks
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Alan M. Brooks

				  Title: Director
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  GREENLIGHT REINSURANCE, LTD.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Alan Brooks
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Alan M. Brooks

				  Title: Director
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 Leonard Goldberg
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				

				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Leonard Goldberg

				  Executive
				

			 

 





	 
		 
	 

	 
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