Exhibit
10.34

     

    
      EMPLOYMENT
AGREEMENT

    

     

    THIS EMPLOYMENT AGREEMENT
(this “Agreement”), is
made and entered into as of April 1, 2010 (the “Effective Date”), by and
between LOU E. HENSLEY,
a resident of North Carolina (the “Executive”) and GEROVA Financial Group, Ltd.,
a Cayman Islands corporation (the “Company”).

     

    RECITALS:

     

    WHEREAS, the Company is in the
business of providing diversified financial services, including, without
limitation, insurance, reinsurance and other insurance products, and engages in
other related activities in connection with the foregoing (the “Business”).

     

    WHEREAS, the Company is
desirous of employing the Executive as the President and Chief Executive Officer
of the “Gerova Insurance
Group” (as hereinafter defined), and the Executive desires to be employed
in such position, upon the terms and provisions, and subject to the conditions,
set forth in this Agreement.

     

    NOW, THEREFORE, in consideration of
the mutual covenants and agreements of the parties contained herein, and other
good and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

     

    1.           Employment;
Term.  The Company shall employ the Executive, and the
Executive shall accept employment by the Company, upon the terms and provisions,
and subject to the conditions, of this Agreement.  The term of the
Executive’s employment hereunder shall commence on and as of the Effective Date
(the “Employment Date”)
on the terms and conditions as set forth herein and shall terminate on March 31,
2013, subject to extension in accordance with this Section 1 or early
termination as provided in this Agreement (the “Employment Term”). At the
expiration of the March 31, 2013 Employment Term, this Agreement may be renewed
by mutual agreement of the Company and the Executive for such period or periods
(each a “Renewal Term”)
as the parties hereto may mutually agree in writing, upon the terms and
conditions set forth herein or upon such other terms and conditions as the
parties hereto may mutually agree.  As used herein, the phrase “Term of this Agreement” or the
“Employment Term” shall
mean and include the initial three (3) year Employment Term and each applicable
Renewal Term.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    2.           Position and
Duties.

    


    (a)           Position.   During
the Term of this Agreement, the Company shall employ the Executive, and the
Executive shall serve, as the President and Chief Executive Officer of one or
more direct or indirect subsidiary corporations or divisions of the Company or
related affiliates of the Company (collectively referred to herein as the “Gerova Insurance Group”) that
are engaged in the insurance and/or reinsurance businesses (the “Business”).  The
Executive shall be responsible for overseeing and managing the Business,
including exercising authority for the management of the day-to-day business
operations and strategy of the Gerova Insurance Group, subject only to the
ultimate direction and authority of the Chief Executive Officer and the Board of
Directors of the Company (the “Board”).  The
Executive shall have such additional responsibilities or duties with respect to
the Gerova Insurance Group, and its respective operations, as may be determined
and assigned to the Executive by the Chief Executive Officer of the Company or
by the Board, which responsibilities and duties shall generally be of a nature
which may be assigned to the most senior executive of the Gerova Insurance
Group.  During the Term of this Agreement, the Executive also agrees
to serve as a member of the Board of any member of the Gerova Insurance Group
and/or of the Company without additional compensation.  The Executive
shall report directly to the Chief Executive Officer of the Company and to the
Board of the Company.

    


    (b)           Duties; Other
Organizations. During the Employment Term, the Executive agrees to devote
substantially all of his business and professional time and efforts on behalf of
the Company and its subsidiaries and shall competently, diligently and
effectively discharge all of his duties hereunder. During the Employment Term,
the Executive shall not be prohibited in any way from (i) serving as an officer
or director of any entity or business enterprise which does not interfere with
the Executive’s duties and responsibilities to the Company and its subsidiaries
pursuant to this Agreement; provided,
however, that, except for the Executive’s existing investment in Pink
Sands Reinsurance, Ltd. (the “Permitted Investment”) any
such entity or business enterprise does not engage in a business that directly
or indirectly competes with the Business of the Company, or (ii) otherwise
participating in such educational, welfare, social, religious, charitable, civic
or other non-employment organizations or activities as do not interfere with the
Executive’s duties and responsibilities to the Company and its subsidiaries
hereunder and which do not violate any of provisions of this
Agreement.  The Executive further agrees to comply fully with all
reasonable Company policies as are from time to time in effect during the
Employment Term.

    


    (c)           Investments. Nothing
in this Agreement shall prohibit the Executive from making any investments in
the securities of any entity or business enterprise whatsoever; provided,
however, that except for the Permitted Investment, during the Employment
Term the Executive shall not make any investments (other than “passive
investments” as defined below) in the securities of any entity or business
enterprise which engages in a business that that directly or indirectly competes
with the Business of the Company.  An investment shall be considered a
“passive investment” to the extent that such securities (i) are actively traded
on a United States national securities exchange, on the FINRA OTC Bulletin
Board, or on any foreign securities exchange, and (ii) represent, at the time
such investment is made, less than five percent (5%) of the aggregate voting
power of such entity or business enterprise.

    


    (d)           Location. The
Executive shall perform his duties from an office location in Charlotte, North
Carolina or other location as determined by the Executive and approved by either
the Chief Executive Officer or the Board during the Employment Term from time to
time.


    
      
         


      

      
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    (e)           
Office
Support.   During the Employment Term, the Company shall
provide and pay for a personal assistant to the Executive of such caliber
befitting a senior executive officer and as selected by the
Executive.  The Company shall be responsible to pay all salary, wages,
compensation, and health insurance benefits for such personal assistant on a
bi-weekly basis.  In addition, the Company shall, during the
Employment Term, provide at its sole cost and expense, all office support as
shall be determined by the Executive consistent with this Section 2(e), together
with an office suite, telephone, fax, computers, copy machine, office supplies,
and office furnishings in accordance with the terms of Section 2(d)
above.

    


    3.           Compensation.

    


    (a)           Base
Salary.   During the Employment Term, the Company shall
pay to the Executive an annual salary of Four Hundred Thousand Dollars and no
cents ($400,000.00) (the “Base
Salary”).  The Board, in its discretion, may increase (but not
decrease) the Base Salary from time to time.  The Base Salary shall be
payable in equal bi-weekly installments during any year of the Employment Term
in accordance with the Company’s normal payroll procedures; provided, however, that such
payments shall be subject to withholding for applicable taxes and any other
amounts generally withheld from compensation paid to salaried senior executives
of the Company.

    


    (b)           Stock
Options.   The Executive shall be entitled to participate
in any stock options or equity incentive plans for the benefit of executives and
other employees of the Company pursuant to the terms of any such plan as may be
approved by the Board, and upon such terms and conditions as may be established
by the Board or the Compensation Committee of the Board.  In such
connection, the Company shall award to the Executive upon commencement of his
Term of Employment stock options (the “Stock Options”) pursuant to
the Company’s Stock Option Plan, dated as of March 15, 2010 (the “Plan”), entitling the
Executive to purchase over the three (3) year initial Term of this Agreement, an
aggregate of One Hundred and Twenty Thousand (120,000) ordinary shares of the
Company (the “Option
Shares”).  Such Option Shares shall:

    


     (i)           except
as provided below in clause (iii) of this Section 3(b), vest in equal annual
installments of 40,000 Option Shares each on each of March 31, 2011, March 31,
2012 and March 31, 2013 during the Term of this Agreement (each an “Anniversary
Year”);

    


    (ii)           be
exercisable at a price per share that shall be the greater of
(A) 100% of the closing market price of the Company’s ordinary shares, as traded
on the NYSE:Amex Exchange or other national securities exchange, or (B) 100% of
the per share value of the shareholders’ equity of the Company (the “Per Share Book Value”); in
either case, on the Effective Date of this Agreement;

    


    (iii)          provide
that if the Executive shall terminate this Agreement for “Good Reason” (as such
term is defined in Section 12(d) below)
or shall be terminated by the Company for reasons other than “Cause” (as such
term is defined in Section 12(c) below),
such Stock Options granted by the Company to the Executive which have not vested
or are not yet exercisable shall automatically vest and become immediately
exercisable by the Executive and for a period of five (5) years following such
date;


    
      
         


      

      
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    (iv)         provide
that if the Company shall terminate this Agreement for “Cause” (as such term is
defined in Section
12(c) below), all Stock Options that have vested on the date notice of
termination shall have been given shall be immediately cancelled and forfeit,
and (B) all vested Stock Options must be exercised by the Executive within
ninety (90) days following the date of such Termination Notice; failing which
they shall  be deemed to have expired and thereafter shall no longer
be exercisable; and

    


    (v)          contain
such other terms and conditions as shall be mutually acceptable to the Company
and the Executive.

    


    Although
approved by the Board of the Company, the Plan and the issuance of the Option
Shares thereunder shall be subject to ratification by the holders of a majority
of the Company’s outstanding ordinary shares at the next Annual General Meeting
or Extraordinary General Meeting of shareholders.

    


    (c)           Performance Bonus.
Following the end of each Anniversary Year during the Employment Term commencing
with the Anniversary year ending March 31, 2011, the Executive shall be entitled
to receive an Anniversary Year end bonus in such amount as shall be determined
by the Board (the “Performance
Bonus”), with a target of 100% of the Executive’s Base
Salary.  Such Performance Bonus shall be payable in cash; provided, however, that the
Executive may choose in his sole discretion to have all or any portion of said
Performance Bonus paid in the form of shares of stock of the Company, valued at
a per share price equal to the closing market price of the Company’s ordinary
shares as at the date of the Board’s award of the Performance
Bonus.

    


    4.           Benefits.

    


    (a)           Certain Benefits.
During the Employment Term, the Executive may (subject to applicable eligibility
requirements) participate in such insurance and health and medical benefits as
are generally made available to the other employees of the Company pursuant to
such plans as are from time to time maintained by the Company; provided however
that such health insurance plans shall provide coverage for the Executive, his
spouse and his family.  

    


    (b)           Vacation. During each
full year of the Employment Term, the Executive shall be entitled to four (4)
weeks of paid vacation.  The Executive shall take vacation at such
time or times as the Executive desires based upon the then current business
needs and activities of the Company.

    


    (c)           Other Benefits.
During the Employment Term, the Executive shall be entitled to receive such
other benefits as may be provided to executives or other employees of the
Company, including but not limited to participation in the Company’s 401(k)
plan, other retirement plans, long term incentive plans, disability plans, life
insurance plans, dental and eye care plans, medical plans welfare plans, equity
incentive plans and such other benefit plans as may be offered to executives or
other employees.


    
      
         


      

      
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    (d)           Indemnification.
During the Employment Term, the Company shall indemnify the Executive and hold
the Executive fully harmless from and against all claims, actions, suits,
proceedings, liabilities, damages, fines, costs and expenses (including, without
limitation, reasonable attorneys’ fees and expenses) which may be incurred by
the Executive in connection with the performance of his duties hereunder, to the
fullest extent permitted by applicable law and to the extent no less than
provided to any other senior executive officer of the Company and shall advance
to the Executive upon request the full amount of any costs to be incurred or
which have been incurred by the Executive in connection with defending himself
in any such situation where the Company is reasonably likely to be liable for
indemnification to the Executive hereunder.

    


    (e)           D&O
Insurance.  Commencing as of no later than the Effective Date,
and thereafter during the balance of the Employment Term, the Company shall
maintain in full force and effect (and pay all premiums which may be due in
respect thereof) on behalf of the Executive directors and officers liability
insurance coverage which shall provide not less than ten million dollars
($10,000,000) of coverage per occurrence and in the aggregate.  The
Executive shall be entitled to review the actual or proposed terms of any such
insurance coverage at any time upon request.

    


    5.           Business
Expenses.   Upon receipt of proper substantiation, the
Company shall promptly pay directly, or reimburse the Executive for all business
expenses to the extent such expenses are paid or incurred by the Executive
during the Employment Term in accordance with company policy then in effect from
time to time, if any, and to the extent such expenses are reasonable and
necessary to the conduct by the Executive of the performance of his duties in
connection with the conduct of the Business.

    


    6.           Covenant Not to
Solicit.

    


    (a)           No Solicitation.
During the Employment Term and the twelve (12) month period following the
Employment Term (the “Restriction Period”), unless
the employment of the Executive is terminated by the Company without Cause
(defined below) or by the Executive for Good Reason (defined below), the
Executive shall not solicit, entice, persuade, induce or cause any employee,
officer, manager, director, consultant, agent or independent contractor of the
Company to terminate his, her or its employment, consultancy or other engagement
by the Company to become employed by or engaged by any individual, entity,
corporation, partnership, association, or other organization (collectively,
“Person”) other than the
Company, or approach any such employee, officer, manager, director, consultant,
agent or independent contractor for any of the foregoing purposes, or authorize
or assist in the taking of any of such actions by any Person.

    


    (b)           Prohibited Actions.
The Executive shall not, during the Restriction Period, directly or indirectly,
solicit, entice, persuade, induce or cause:

    


    (i)           any
Person who either was an investor in or customer of the Company or any of its
subsidiaries at any time during the Employment Term or is an investor in or
customer of the Company at any time during the Restriction Period;
or


    
      
         


      

      
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    (ii)           any
lessee, vendor or supplier to, or any other Person who had or has a business
relationship with, the Company at any time during the Employment Term or the
Restriction Period;

    


    (the
Persons referred to in items (i) and (ii) above, collectively, the “Prohibited Persons”) to enter
into a business relationship with any other Person for the same or similar
investments, services, activities or goods that any such Prohibited Person
invested in, purchased from, was engaged in with or provided to, the Company or
any of its subsidiaries or to reduce or terminate such Prohibited Person’s
business relationship with the Company; and the Executive shall not, directly or
indirectly, approach any such Prohibited Person for any such purpose, or
authorize or assist in the taking of any of such actions by any
Person.

    


    7.           Non-Competition.  Except
as otherwise provided in this Agreement, during the Employment Term and during
the Restriction Period, unless the employment of the Executive is terminated by
the Company without Cause (defined below) or by the Executive for Good Reason
(defined below), the Executive shall not, anywhere within the United States of
America, directly or indirectly, alone or in association with any other Person,
directly or indirectly, (i) acquire, or own in any manner, any interest in any
Person that engages in the Business or that engages in any business, activity or
enterprise that competes with any aspect of the Business, or (ii) be interested
in (whether as an owner, director, officer, partner, member, lender,
shareholder, vendor, consultant, employee, advisor, agent, independent
contractor or otherwise), or otherwise participate in the management or
operation of, any Person that engages in any business, activity or enterprise
that competes with any aspect of the Business.

    


    8.           Protection of Confidential
Information.   The Executive acknowledges that prior to
the Employment Date the Executive has had access to, and during the course of
the Executive’s employment hereunder will have access to, significant
Confidential Information (defined below).  During the Restriction
Period, (i) the Executive shall maintain all Confidential Information in strict
confidence and shall not disclose any Confidential Information to any other
Person, except as necessary in connection with the performance of the
Executive’s duties and obligations under this Agreement, and (ii) the Executive
shall not use any Confidential Information for any purpose whatsoever except in
connection with the performance of the Executive’s duties and obligations under
this Agreement.

    


    For purposes of this Agreement, “Confidential Information”
shall mean any and all information pertaining to the Company and the Business,
whether such information is in written form or communicated orally, visually or
otherwise, that is proprietary, non-public or relates to any trade secret,
including, but not limited to, (i) information, observations and data obtained
by the Executive while employed by the Company concerning the Business, (ii)
products or services, (iii) fees, costs and pricing structures, (iv) designs,
(v) analyses, (vi) drawings, photographs and reports, (vii) computer software,
including operating systems, applications and program listings, (viii) flow
charts, manuals and documentation, (ix) data bases, (x) accounting and business
methods, (xi) inventions, devices, new developments, methods and processes,
whether patentable or unpatentable and whether or not reduced to practice, (xii)
customers, suppliers, clients and customer, supplier and client lists, (xiii)
other copyrightable works, (xiv) marketing plans and trade secrets, and (xv) all
similar and related information in whatever form.  Notwithstanding the
foregoing, “Confidential Information” shall not include information that (i) is
or becomes generally available to, or known by, the public through no fault of
the Executive, (ii) was already known by or available to the Executive prior to
its disclosure to him, or (iii) is independently acquired or developed by the
Executive without violating any of his obligations under this
Agreement.


    
      
         


      

      
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    9.           Return of
Property.  All correspondence, reports, charts, products,
records, designs, patents, plans, manuals, sales and marketing material,
memorandum, advertising materials, customer lists, distributor lists, vendor
lists, telephones, beepers, portable computers, and any other such data,
information or property collected by or delivered to the Executive by or on
behalf of the Company, their representatives, customers, suppliers or others and
all other materials compiled by the Executive which pertain to the business of
the Company shall be and shall remain the property of the Company and shall be
delivered to the Company promptly upon its request at any time and without
respect upon completion or other termination of the Executive’s employment
hereunder for any reason.

    


    10.         Certain Additional
Agreements.

    


    (a)           Legitimate Interest.
The Executive agrees that it is a legitimate interest of the Company and
reasonable and necessary for the protection of the goodwill and business of the
Company, which are valuable to the Company, that the Executive make the
covenants contained in Sections 6, 7, 8, and 9 (the “Selected
Covenants”).

    


    (b)           Fair and Reasonable.
The parties acknowledge that (i) the type and periods of restriction imposed in
the Selected Covenants are fair and reasonable and are reasonably required to
protect and maintain the proprietary and other legitimate business interests of
the Company, as well as the goodwill associated with the Business conducted by
the Company, (ii) the Business conducted by the Company extends throughout the
United States, and (iii) the time, scope, geographic area and other provisions
of the Selected Covenants have been specifically negotiated by sophisticated
commercial parties represented by experienced legal counsel.

    


    (c)           Illegality. In the
event that any covenant contained in this Agreement, including, without
limitation, any of the Selected Covenants shall be determined by any court of
competent jurisdiction to be illegal, invalid or unenforceable by reason of its
extending for too great a period of time or over too great a geographical area
or by reason of its being too extensive in any other respect, (i) such covenant
shall be interpreted to extend over the maximum period of time for which it may
be legal, valid and enforceable, as applicable, and/or over the maximum
geographical area as to which it may be legal, valid and enforceable, as
applicable, and/or to the maximum extent in all other respects as to which it
may be legal, valid and enforceable, as applicable, all as determined by such
court making such determination, and (ii) in its reduced form, such covenant
shall then be legal, valid and enforceable, as applicable, but such reduced form
of covenant shall only apply with respect to the operation of such covenant in
the particular jurisdiction in or for which such adjudication is
made.  It is the intention of the parties that such covenants shall be
enforceable to the maximum extent permitted by applicable law.


    
      
         


      

      
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    11.         Specific
Performance.  The Executive acknowledges that any breach or
threatened breach of the covenants contained in the Selected Covenants may cause
the Company material and irreparable damage, the exact amount of which will be
difficult to ascertain and that the remedies at law for any such breach or
threatened breach will be inadequate.  Accordingly, the Executive
agrees that the Company shall, in addition to all other available rights and
remedies (including, but not limited to, seeking such damages as either of them
can show it has sustained by reason of such breach), be entitled to specific
performance and injunctive relief in respect of any breach or threatened breach
of any of the Selected Covenants, without being required to post bond or other
security and without having to prove the inadequacy of the available remedies at
law or irreparable harm.

    


    12.         Termination.

    


    (a)           Death. In the event
of the death of the Executive during the Employment Term, the Executive’s
employment hereunder shall automatically terminate as of the date of death;
provided, however, that the
Executive’s estate or legal representative, as the case may be, shall be
entitled to receive, and the Company shall pay the Executive’s estate or legal
representative, as the case may be, in accordance with its normal payroll
procedures, (i) the Base Salary owing to the Executive hereunder through the
date of death plus the Base Salary for an additional twelve (12) months; (ii)
any accrued but unpaid Performance Bonus; and (iii) any business expenses which
were properly reimbursable to the Executive pursuant to Section 5 hereof, through the
date of death.  The Executive shall be entitled to no further payment
upon such termination.

    


    (b)           Permanent Disability.
In the event of the Executive’s Permanent Disability (defined below), the
Company may, in its sole discretion, upon written notice to the Executive,
terminate the Executive’s employment hereunder upon written notice to the
Executive; provided, however, that the
Executive or the Executive’s legal representative, as the case may be, shall be
entitled to receive, and the Company shall pay the Executive or the Executive’s
legal representative, as the case may be, in accordance with its normal payroll
procedures, (i) the Base Salary owing to the Executive hereunder through the
date of termination plus the Base Salary for an additional twelve (12) months;
(ii) any accrued but unpaid Performance Bonus; (iii) any business expenses which
were properly reimbursable to the Executive pursuant to Section 5 hereof through
the date of termination; and (iv) the health, medical insurance and other
benefits which are provided to the Executive in Section 4 hereunder for a period
of eighteen (18) months following such termination.  Upon expiration
of such eighteen (18) month period, upon the written request of the Executive,
the Company shall continue such health, medical insurance and other benefits,
provided that the Executive shall pay or reimburse the Company for any premiums
or related costs thereof.  The Executive shall be entitled to no
further payment upon such termination.


    
      
         


      

      
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    For purposes of this Agreement, “Permanent Disability,” shall
mean the inability of the Executive, as determined by the Board, by reason of
physical or mental illness to perform the duties required of him under this
Agreement for more than ninety (90) days in any one (1) year
period.  Successive periods of disability, illness or incapacity will
be considered separate periods unless the later period of disability, illness or
incapacity is due to the same or related cause and commences less than one
hundred eighty (180) days from the end of the previous period of disability. If
a determination of the Board under as to the Permanent Disability of the
Executive is disputed by the Executive, the parties agree to abide by the
decision of a panel of three physicians, one (1) to be selected by each of the
Company and the Executive, such two (2) physicians to jointly select the third
physician.  The Executive agrees to make himself available for and
submit to examinations by such physicians as may be directed by
Company.  Failure to submit to any examination shall constitute the
Executive’s accord with the Board’s determination of his Permanent
Disability.

    


    (c)           For Cause. The
Company shall have the right to terminate the Executive’s employment under this
Agreement at any time for Cause (defined below) upon written notice to the
Executive.  In the event the Executive’s employment hereunder is
terminated by the Company for Cause, the Executive shall be entitled to receive,
and the Company shall pay the Executive in accordance with its normal payroll
procedures, (i) the Base Salary owing to the Executive hereunder through the
date of termination, and (ii) any business expenses which were properly
reimbursable to the Executive pursuant to Section 4 hereof
through the date of termination.  The Executive shall be entitled to
no further payment upon such termination.  The Executive acknowledges
and agrees that each of the factors which comprise the definition of “Cause”
constitutes, on an individual basis, adequate and sufficient grounds for
termination of the Executive’s employment with the Company.

    


    For purposes of this Agreement, “Cause” shall
mean:

    


    (i)           Any
breach by the Executive of any material covenant, condition or term contained in
this Agreement, which breach has been committed either in bad faith or without
reasonable belief by the Executive that the act or omission giving rise to such
breach was in the best interests of the Company, and the Executive’s failure to
cure such breach within sixty (60) days of the Executive’s receipt of written
notice with respect thereto; or

     

    (ii)           Any
conviction of the Executive of a crime of moral turpitude or a felony of a
nature that would either result in the incarceration of the Executive or could
reasonably be expected to materially and adversely affect the Company and its
reputation in the business and investment community.

    


    (d)           Good
Reason.  The Executive shall be entitled to terminate his
employment with the Company for Good Reason (defined below) upon notice to the
Company of his intent to so terminate within sixty (60) days after he has
knowledge of the event giving rise to the notice and the Company fails to cure
the condition specified in the Executive’s notice to the Company required to be
provided by this Section 12(d) within
thirty (30) days following such notice.  If the Executive terminates
his employment hereunder for Good Reason or if the Company terminates his
employment without Cause, the Executive shall be entitled to receive, and the
Company shall pay the Executive, in accordance with the Company’s normal payroll
procedures, an aggregate amount equal to the sum of:


    
      
         


      

      
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    (i) the entire Base Salary payable to
the Executive through the remaining Employment Term, plus an amount (payable in
the same manner as his Base Salary) equal to 50% of such remaining Base Salary
payable pursuant to this clause (i) (the “Severance Payment”); provided,
however, that in no event shall the aggregate amount of the Severance
Payment payable to the Executive pursuant to this Agreement, exceed
$800,000;

    


    (ii) any accrued but unpaid
Performance Bonus;

    


    (iii) any business expenses which were
properly reimbursable to the Executive pursuant to Section 5 hereof
through the date of termination; and

    


    (iv) the health, medical insurance and
other benefits which are provided to the Executive hereunder for a period of 6
months following such termination.

    


    In
addition, any stock options granted by the Company to the Executive which have
not vested or are not yet exercisable shall automatically vest and become
immediately exercisable by the Executive commencing on the date the Executive is
terminated for Good Reason and for a period of five (5) years following such
date of termination.

    


    For purposes of this Agreement, “Good Reason” shall mean the
occurrence of any of the following events:

    


    (ii)           the
Executive is not retained as Chief Executive Officer and President of the Gerova
Insurance Group or an equivalent function; or

    


    (iii)          the
Company materially reduces the Executive’s duties and responsibilities
hereunder; or

    


    (iv)          the
Company requires the Executive to move his principal office out of Charlotte,
North Carolina; or

    


    (v)       
   the Company fails to perform or observe any of its material
obligations to the Executive under this Agreement including, without limitation,
by failing to provide or cause the provision of, any compensation or benefits to
the Executive that it is obligated to provide hereunder.

    


    (d)           Voluntary.  The
Executive shall be entitled to voluntarily terminate his employment with the
Company prior to the end of the Employment Term upon ninety (90) days prior
written notice from the Executive to the Company. If the Executive voluntarily
terminates his employment hereunder, the Executive shall be entitled to receive,
and the Company shall pay the Executive in accordance with its normal payroll
procedures, (i) the Base Salary owing to the Executive hereunder through the
date of termination; and (ii) any business expenses which were properly
reimbursable to the Executive pursuant to Section 4 hereof
through the date of termination.  The Executive shall be entitled to
no further payment upon such termination and all Options not previously vested
shall immediately terminate.  If the Executive voluntarily terminates
his employment hereunder, it shall not be deemed a breach of this Agreement by
the Executive or a violation of the Executive’s duties or obligations
hereunder.


    
      
         


      

      
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    13.         Miscellaneous.

    


    (a)           Notices.  All
notices, demands, consents, requests, instructions and other communications to
be given or delivered or permitted under or by reason of the provisions of this
Agreement or in connection with the transactions contemplated hereby shall be in
writing and shall be deemed to be delivered and received by the intended
recipient as follows:  (i) if personally delivered, on the business
day of such delivery (as evidenced by the receipt of the personal delivery
service), (ii) if mailed certified or registered mail return receipt requested,
four (4) business days after being mailed, (iii) if delivered by overnight
courier (with all charges having been prepaid), on the business day of such
delivery (as evidenced by the receipt of the overnight courier service of
recognized standing), or (iv) if delivered by facsimile transmission, on the
business day of such delivery if sent by 5:00 p.m. in the time zone of the
recipient, or if sent after that time, on the next succeeding business day (as
evidenced by the printed confirmation of delivery generated by the sending
party’s facsimile machine).  If any notice, demand, consent, request,
instruction or other communication cannot be delivered because of a changed
address of which no notice was given (in accordance with this Section 13(a)), or the
refusal to accept same, the notice, demand, consent, request, instruction or
other communication shall be deemed received on the second business day the
notice is sent (as evidenced by a sworn affidavit of the sender).  All
such notices, demands, consents, requests, instructions and other communications
will be sent to the following post office and email addresses as
applicable:  

    


    If to the
Company, to:

    


    GEROVA
Financial Group, Ltd.

    c/o M
& C Corporate Services Limited

    P.O. Box
309 GT

    Ugland
House

    South
Church Street

    George
Town, Grand Cayman

    Attn:  Chief
Executive Officer

    mm@gerova.com

    


    If to the
Executive, to:

    


    Lou E. Hensley

    167 Vineyard Drive

    Moresville, North Carolina
28117

    Email:  loueh@mac.com

    


    or to
such other address as any party may specify by notice given to the other party
in accordance with this Section 13(a).


    
      
         


      

      
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    (b)           Amendment.  This
Agreement may not be modified, amended, altered or supplemented, except by a
written agreement executed by each of the parties
hereto.  

    


    (c)           Entire
Agreement.  This Agreement contains the entire understanding
and agreement of the parties relating to the subject matter hereof and
supersedes all prior and/or contemporaneous understandings and agreements of any
kind and nature (whether written or oral) among the parties with respect to such
subject matter, all of which are merged herein.

    


    (d)           Waiver.  Any
waiver by a party hereto of any breach of or failure to comply with any
provision or condition of this Agreement by any other party hereto shall not be
construed as, or constitute, a continuing waiver of such provision or condition,
or a waiver of any other breach of, or failure to comply with, any other
provision or condition of this Agreement, any such waiver to be limited to the
specific matter and instance for which it is given.  No waiver of any
such breach or failure or of any provision or condition of this Agreement shall
be effective unless in a written instrument signed by the party granting the
waiver and delivered to the other party hereto in the manner provided for
hereunder in Section
13(a).  No
failure or delay by any party to enforce or exercise its rights hereunder shall
be deemed a waiver hereof, nor shall any single or partial exercise of any such
right or any abandonment or discontinuance of steps to enforce such rights,
preclude any other or further exercise thereof or the exercise of any other
right.

    


    14.         Governing Law;
Jurisdiction.

    


    (a)           Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of
New York applicable to agreements made and to be performed in that state,
without regard to any of its principles of conflicts of laws or other laws that would result in the
application of the laws of another jurisdiction. 

    


    (b)           Jurisdiction. Each of the parties unconditionally and irrevocably
consents to the exclusive jurisdiction of the federal district court of the
State of North Carolina that is located closest to Charolotte, North Carolina
with respect to any suit, action or proceeding arising out of or relating to
this Agreement, and each of the parties hereby unconditionally and
irrevocably waives any objection to venue
in any such court or to assert that any
such court is an inconvenient forum, and
agrees that service of any summons, complaint, notice or other process relating
to such suit, action or other proceeding
may be effected in the manner provided in Section 13(a) hereof.  Each of the parties hereby unconditionally
and irrevocably waives the right to a trial by jury in any such action, suit or
other proceeding.

    


    15.         Binding Effect, No
Assignment, etc.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective legal
representatives, heirs, estate, successors and permitted
assigns.  Neither this Agreement nor any right, interest or obligation
hereunder may be assigned by any party hereto without the prior written consent
of the other party, and any attempt to do so shall be void and of no force and
effect, except (i) assignments and transfers by operation of law and (ii) that
the Company may assign any or all of its respective rights, interests and
obligations hereunder to any purchaser of a majority of the issued and
outstanding capital stock of the Company or a substantial part of the assets of
the Company.  


    
      
         


      

      
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    16.           Third
Parties.  Nothing herein is intended or shall be construed to
confer upon or give to any Person, other than the parties hereto, any rights,
privileges or remedies under or by reason of this Agreement.

    


    17.           Headings.  The
section headings contained in this Agreement  are inserted for
reference purposes only and shall not affect in any way the meaning,
construction or interpretation of this Agreement.  Any reference to
the masculine, feminine, or neuter gender shall be a reference to such other
gender as is appropriate.  References to the singular shall include
the plural and vice versa.

    


    18.           Counterparts.  This
Agreement may be executed in two (2) or more counterparts (including by
facsimile signature, which shall constitute a legal and valid signature), and by
the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, and all of which, when taken
together, shall constitute one and the same document.  This Agreement
shall become effective when one or more counterparts, taken together, shall have
been executed and delivered by all of the parties.

    


    [Signature Page
Follows]


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first above
written.

    


    
      
        
          	 
      	
                  GEROVA
      FINANCIAL GROUP, LTD.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                      /s/  Marshall
      Manley

                
	 
      	 
      	
                   
      Name:  Marshall Manley

                
	 
      	 
      	
                   
      Title:    Chief Executive Officer

                
	 
      	 
      	 
      
	 
      	 
      	
                      /s/  Lou
      Hensley

                
	 
      	
                  LOU
      E. HENSLEY

                


        

      

    


    
      
         


      

      
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