EX-10.1






Exhibit 10.1



EMPLOYMENT AGREEMENT



          EMPLOYMENT
AGREEMENT (this “Agreement”), dated as of August 7, 2008 by and between
Greenlight Capital Re, Ltd. (the “Company”), Greenlight Reinsurance, Ltd. (the
“Subsidiary”) and Leonard Goldberg (“Executive”).




          WHEREAS, the Company and the Subsidiary (referred to collectively herein as the
“Employer”) previously entered into an employment agreement with Executive dated as of July
26, 2005 which became effective as of August 15, 2005 and which was amended and restated as of
January 10, 2007 (the “Prior Agreement”) pursuant to which the Executive serves as Chief
Executive Officer of each of the Company and the Subsidiary (“CEO”); and




          WHEREAS, the Employer desires to continue to retain the services of Executive and Executive
desires to continue to work for and be employed by the Employer in such capacity; and




          WHEREAS, the Employer and Executive desire that this Agreement replace and supersede any and
all existing employment arrangements and agreements between Executive and the Employer.




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




          1. Employment. The Employer hereby agrees to continue to employ Executive as 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 Employer under this Agreement
(the “Employment Period”) shall commence on August 15, 2008 (the “Effective Date”)
and shall continue through August 14, 2011. The Employment Period may be sooner terminated by
either party in accordance with Section 6 of this Agreement. This Agreement is conditioned upon
the Employer 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 Employer 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 Employer. 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 by the Company’s
shareholders. If requested by the Board, Executive shall also serve as an officer and/or director
of other subsidiaries or affiliates of the Employer for no additional compensation.




 









 








          4. Place of Performance. The Employer’s principal place of business is the Cayman
Islands. Executive shall be required to maintain a residence in the Cayman Islands as necessary to
perform his duties hereunder. During the Employment Period, Executive shall comply with all
Employer policies, as may be amended from time to time, including, without limitation, conducting
the business affairs of the Employer 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 Subsidiary shall pay
Executive a base salary at the rate of not less than US $400,000 per year (“Base
Salary”). Executive’s Base Salary shall be paid in accordance with the Subsidiary’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
Subsidiary. If Executive’s Base Salary is increased by the Board, 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 individual and Company performance metrics established by the Board after
consulting with Executive with a target of 125% of Base Salary (the “Bonus”). Any Bonus
earned during a calendar year shall be paid in accordance with the bonus payment provisions of the
Company’s Compensation Plan, as amended from time to time, and shall be subject to such other terms
and conditions as are set forth therein.



               (b) Expenses. During the Employment Period, the Subsidiary shall promptly reimburse
Executive for all reasonable out-of-pocket expenses incurred by Executive in the ordinary course of
the Employer’s business and properly incurred and reported to the Subsidiary in accordance with its
expense reimbursement policies and procedures. Notwithstanding anything herein to the contrary or
otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to
this Section 5(b) does not constitute a “deferral of compensation” within the meaning of Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”): (i) the amount of
expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar
year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided
to Executive in any other calendar year, (ii) the reimbursements for expenses for which Executive
is entitled to be reimbursed shall be made on or before the last day of the calendar year following
the calendar year in which the applicable expense is incurred and (iii) the right to payment or
reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other
benefit.



               (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 Employer’s policies
as they 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 Employer with similar tenure are entitled under the Employer’s policies,
but in no event less than the minimum days mandated by Cayman Islands statutory requirements.



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               (d) Welfare and Pension Plans; Tax Preparation. During the Employment Period,
Executive shall be entitled to participate in such employee benefit plans and insurance programs
offered by the Employer (including, without limitation, the Subsidiary’s statutory pension plan),
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. In addition, during the Employment Period, the Subsidiary shall reimburse
Executive for his reasonable expenses incurred in having an accountant assist and prepare his
annual tax return (such reimbursements to be made in accordance with Section 5(b) above).



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



               (f) Stock Options.




               (i) On the third Nasdaq trading day following the Company’s release
of earnings results for the quarterly period ended June 30, 2008, the
Company will grant Executive a stock option (an “Option”) to
acquire 80,000 shares of the Company’s Class A Ordinary Shares, $0.10 par
value per share (“Shares”) at an exercise price per Share equal to
the greater of (a) the fair market value per Share as of the date of grant
and (b) 1.7 times the Company’s fully diluted book value per Share as of
June 30, 2008, under such terms and conditions as provided for under the
Company’s existing stock incentive plan (the “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 Plan; (B) the exercise price per Share subject to the
Options shall be equal to the greater of (1) the fair market value per
Share as of the date of grant and (2) 1.7 times the Company’s fully
diluted book value per Share as of the immediately proceeding quarter-end
before grant; (C) the Options shall be vested 25% immediately and as to
25% 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
Employer; (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 Employer 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 Employer; 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.



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               (iii) The Options shall provide that upon a termination of employment
by the Employer 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 Employer
without Cause or by Executive for Good Reason (as defined below), or upon
the expiration of the Employment Period where the Employer has failed to
offer Executive continued employment, any unvested portion of the Options
shall vest, and the Options (including the portion which becomes vested
pursuant to this clause (iii)) shall remain exercisable for the remainder
of their term.




               (iv) On the third Nasdaq trading day following the Company’s release
of earnings results for the quarterly periods ended on each of June 30,
2009 and June 30, 2010, the Company shall grant Executive an additional
Option to acquire 80,000 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) (ii) – (iii) above.



          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 Employer 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 Employer 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
Employer or any of its affiliates (collectively, the “Group”); (iv) willfully violating the
Restrictive Covenants set forth in Section 9 of this Agreement; (v) willfully failing or refusing
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



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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 Employer shall have the right to suspend Executive with pay
in order to investigate any event which it reasonably believes may provide a basis to terminate
Executive’s employment for Cause and such action shall not give Executive Good Reason to terminate
his employment.



               (d) Good Reason. Executive may terminate his employment with the Employer for
“Good Reason” within thirty (30) days after Executive has knowledge of the occurrence,
without Executive’s written consent, of one of the following events that has not been cured, if
curable, within thirty (30) days after written notice thereof has been given by Executive to the
Employer 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 is 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 Employer to comply with any other material
provisions of this Agreement, or (v) upon a Change in Control of the Company (as defined below).
For purposes of this Agreement, the term “Change in Control of the Company” 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 clause (i) shall not be deemed to be a Change in
Control of the Company if any of following becomes such a beneficial owner: (A) any tax-qualified,
broad-based employee benefit plan sponsored or maintained by the Employer or any other member of
the Group, (B) any Company 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
clause (ii)); or (ii) the Company 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 Company’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 Company into or to a 100% owned subsidiary of the Company, 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 Company’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 Employer shall have the right to terminate Executive’s
employment hereunder without Cause at any time by providing Executive with a



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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 Employer with a Notice of Termination at least
ninety (90) days prior to such termination, and such termination shall not in and of itself be, nor
shall it be deemed to be, a breach of this Agreement.



               (g) 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 Employer does not notify Executive at least six (6) months prior to the expiration of the
Employment Period of its intention to offer him continued employment on comparable terms, then upon
such expiration, Executive’s employment shall be deemed to be terminated under Section 6(e) of this
Agreement.



               (h) Family Reasons. Executive or the Employer shall each have the right to terminate
Executive’s employment hereunder for Family Reasons by providing the other party with a Notice of
Termination at least one hundred and eighty (180) 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 either (i)
Executive’s permanent retirement from the insurance/reinsurance industry, or (ii) a determination
by the Board that due to personal reasons Executive is unable to effectively perform his duties
under Section 3 of this Agreement. The determination as to whether Executive has retired or is
unable to effectively perform his duties shall be made solely by the Board in good faith after
considering the circumstances surrounding such event 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 Employer
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



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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 Subsidiary shall provide Executive with the payments set forth
below and shall not be required to provide any other payments or benefits to Executive upon such
termination. Executive acknowledges and agrees that the payments set forth in this Section 8
constitute liquidated damages for termination of his employment during the Employment Period and
that prior to receiving any such payments under this Section 8, and as a material condition
thereof, Executive shall, if requested by the Employer, sign and agree to be bound by a general
release of claims (a “Release”) against the Employer and its affiliates related to
Executive’s employment (and termination of employment) with the Employer in such form as the Board
deems appropriate; provided, that, if Executive should fail to execute such Release
within 45 days following the later of (i) Executive’s Date of Termination or (ii) the date
Executive actually receives an execution copy of such Release (which shall be delivered to
Executive within five (5) business days following his Date of Termination), the Subsidiary shall
not have any obligations to provide the payments contemplated under this Section 8. 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 Employer or any of its affiliates.




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




               (i) as soon as practicable following such termination but in no event
later than ninety (90) days following the Date of Termination, the
Subsidiary 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 Employer 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 Subsidiary 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 the first
payroll date following the applicable revocation period set forth in the
Release contemplated in this Section 8.



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Notwithstanding the foregoing, if the Board (or its delegate)
determines in its discretion that severance payments due under this
Section 8(a)(ii) are “nonqualified deferred compensation” subject to
Section 409A of the Code and that Executive is a “specified employee” as
defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and
other guidance issued thereunder, then such severance payments shall
commence on the first payroll date following the six month anniversary of
the Date of Termination (the “Specified Employee Severance Payment
Date”). For purposes of this Agreement, whether Executive is a
“specified employee” will be determined in accordance with the written
procedures adopted by the Board which are incorporated by reference
herein; and




               (iii) the Subsidiary 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 Employer.



               (b) Termination By the Employer for Cause, By Executive Without Good Reason or Expiration
of Employment Period. If Executive’s employment is terminated by the Employer 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 Subsidiary shall pay Executive, as soon as practicable
following such termination, but in no event later than ninety (90) days
following the Date of Termination, the Accrued Obligations; and




               (ii) the Subsidiary 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 Subsidiary shall pay to Executive as soon as practicable
following such termination, but in no event later than ninety (90) days
following the Date of Termination: (A) the Accrued Obligations and (B) a
Pro-Rated Bonus; and



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               (ii) commencing on the Severance Payment Date, the Subsidiary shall
continue to pay Executive, in equal monthly installments, his annual rate
of Base Salary for the lesser of (A) one year following the Date of
Termination or (B) until such time as any Employer long-term disability
benefit plan becomes available to Executive. Notwithstanding the
foregoing, if the Board (or its delegate) determines in its discretion
that payments due under this Section 8(c)(ii) are “nonqualified deferred
compensation” subject to Section 409A of the Code and that Executive is a
“specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code
and the regulations and other guidance issued thereunder, then such
payments shall commence on the Specified Employee Severance Payment Date.




               (iii) the Subsidiary shall 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 Employer long-term disability
benefit plan becomes available to Executive; provided,
that, if the Subsidiary is unable to continue the health insurance
benefits following the Date of Termination, the Subsidiary shall pay
Executive the cost of similar health insurance benefits, not to exceed the
cost the Subsidiary would incur if Executive had continued to remain in
the Subsidiary’s health plans, such payments to be made no later than the
one year anniversary of the Date of Termination; and




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




               (v) 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 Employer.



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




               (i) the Subsidiary 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 but in no event later than ninety (90) days following the Date
of Termination; and




               (ii) the Subsidiary 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



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               (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 Subsidiary is unable to continue
the health insurance benefits following the Date of Termination, the
Subsidiary shall pay Executive’s spouse and dependents the cost of similar
health insurance benefits, not to exceed the cost the Subsidiary would
incur if Executive had continued to remain in the Subsidiary’s health
plans, such payments to be made no later than the one year anniversary of
the Date of Termination; 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
Employer.



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




               (i) As soon as practicable following such termination but in no event
later than ninety (90) days following the Date of Termination, the
Subsidiary shall pay to Executive his Accrued Obligations and Pro-Rated
Bonus; and




               (ii) the Subsidiary 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 Employer.



          9. Restrictive Covenants.




               (a) Acknowledgments. Executive acknowledges that: (i) as a result of Executive’s
employment by the Employer, 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



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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 Employer would not have hired or continued to employ Executive and the Company
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 Employer’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 Employer in attempting to keep such information confidential. Upon the request of the
Employer, Executive agrees to promptly deliver to the Employer 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



11









 







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.



               (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
Employer, (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,



12









 







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 Employer,
whether or not during normal business hours. Executive agrees that all works of authorship created
by Executive during his engagement by the Employer 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
Employer 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
Employer, Executive hereby assigns all right, title and interest therein, in perpetuity and
throughout the world, to the Employer. Executive agrees to execute, immediately upon the
Employer’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 Employer 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 Employer shall
bear the cost of any such assignments, applications or consequences. Upon termination of
Executive’s employment with the Employer for any reason whatsoever, and at any earlier time the
Employer so requests, Executive will immediately deliver to the custody of the person designated by
the Employer all originals and copies of any documents and other property of the Employer 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 Employer 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 Employer 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 Employer 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 Employer 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



13









 







unreasonable as to area, duration or scope of activity, this Agreement shall be considered
divisible and shall become and be immediately amended to only such area, duration and scope of
activity as shall be determined to be reasonable and enforceable by the court or other body having
jurisdiction over the matter and Executive and the Employer 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 Employer’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 Employer’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 Employer agrees 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 Employer or any other entity within the Group or is or was serving at the request of
the Employer 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 Employer to the fullest extent authorized by the Company’s
and/or the Subsidiary’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 Employer, and the heirs, executors and administrators of Executive, and shall be assignable by
the Employer to any entity acquiring substantially all of the assets of the Company and/or the
Subsidiary, 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,





14









 







return receipt requested, postage prepaid, addressed, in the case of Executive, to the last
address on file with the Employer and if to the Employer, 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 Employer), 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 Employer 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 Prior 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.




15









 





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




          22. Representation. Executive represents and warrants to the Employer, and Executive
acknowledges that the Employer has relied on such representations and warranties in employing
Executive, that neither Executive’s duties as an employee of the Employer 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 Employer. In the course of performing Executive’s work for the
Employer, 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 Employer 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 Employer
shall have the right to terminate Executive’s employment for Cause.




          23. Section 409A of the Code.




               (a) It is the intent of the parties to this Agreement that no payments under this Agreement be
subject to the additional tax on deferred compensation imposed by Section 409A of the Code. To the
extent that the parties determine that Executive would be subject to the additional 20% tax imposed
on certain deferred compensation arrangements pursuant to Section 409A of the Code as a result of
any provision of this Agreement, such provision shall be deemed amended in the manner that, in the
parties’ judgment, fulfills the intent of the parties and avoids application of such additional
tax, and the parties hereby agree to promptly execute any amendment reasonably necessary to
implement this Section 23.



               (b) Except as otherwise specifically provided, amounts payable under this Agreement, other
than those expressly payable on a deferred or installment basis, will be paid as promptly as
practicable after earned or vested and, in any event, within two and one-half (21/2) months after the
end of the first calendar year in which such amounts are no longer subject to a substantial risk of
forfeiture, as such term is defined in Section 409A of the Code.



          24. 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]




16









 








          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 	 
	 
	 

	/s/ Leonard Goldberg
 

Leonard Goldberg
	 
	 

	Executive	 







17