EX-10.1






EMPLOYMENT AGREEMENT




EMPLOYMENT AGREEMENT (“Agreement”) dated as of September 1, 2010 between Validus
Holdings, Ltd. a Bermuda corporation (the “Company”), and Jonathan P. Ritz (the
“Executive”).



The parties hereto agree as follows:



ARTICLE 1

DEFINITIONS




SECTION 1.01 Definitions. For purposes of this Agreement, the following terms have
the meanings set forth below:



“Affiliate” or “Affiliates” means any Subsidiary of the Company.



“Cause” means (a) theft or embezzlement by the Executive with respect to the Company
or its Affiliates; (b) malfeasance or gross negligence in the performance of the Executive’s
duties; (c) the commission by the Executive of any felony or any crime involving moral turpitude;
(d) willful or prolonged absence from work by the Executive (other than by reason of disability due
to physical or mental illness or at the direction of the Company or its Affiliates) or failure,
neglect or refusal by the Executive to perform his duties and responsibilities without the same
being corrected within ten (10) days after being given written notice thereof; (e) failure by the
Executive to adequately perform his duties and responsibilities hereunder without the same being
corrected within thirty (30) days after being given written notice thereof, as determined by the
Company in good faith; (f) continued and habitual use of alcohol by the Executive to an extent
which materially impairs the Executive’s performance of his duties without the same being corrected
within ten (10) days after being given written notice thereof; (g) the Executive’s use of illegal
drugs without the same being corrected within ten (10) days after being given written notice
thereof; or (h) the material breach by the Executive of any of the covenants contained in this
Agreement without, in the case of any breach capable of being corrected, the same being corrected
within ten (10) days after being given written notice thereof.



“Confidential Information” means information that is not generally known to the public
and that was or is used, developed or obtained by the Company or its Affiliates in connection with
their business. It shall not include information (a) required to be disclosed by court or
administrative order, (b) lawfully obtainable from other sources or which is in the public domain
through no fault of the Executive; or (c) the disclosure of which is consented to in writing by the
Company.



“Permanent Disability” means those circumstances where the Executive is unable to
continue to perform the usual customary duties of his assigned job or as otherwise assigned in
accordance with the provisions of this Agreement for a period of six (6) months in any twelve (12)
month period because of physical, mental or emotional incapacity resulting from injury, sickness or
disease. Any questions as to the existence of a Permanent Disability shall be determined by a
qualified, independent physician selected by the Company and approved by the Executive (which
approval shall not be unreasonably withheld). The determination of any such physician shall be
final and conclusive for all purposes of this Agreement.



“Person” means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, an estate, a trust, a joint venture, an
unincorporated organization or a governmental entity or any department, agency or political
subdivision thereof.



“Subsidiary” or “Subsidiaries” means, with respect to any Person, any
corporation, partnership, limited liability company, association or other business entity of which
(a) if a corporation, twenty (20) percent or more of the total voting power of shares of stock
entitled to vote in the election of directors thereof is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that Person or
combination thereof; or (b) if a partnership, limited liability company, association or other
business entity, twenty (20) percent or more of the partnership or other similar ownership interest
thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that Person or a combination thereof.



“Good Reason” means, without the Executive’s written consent and subject to the timely
notice requirement and the Company’s opportunity to cure as set forth below, (a) a material breach
of this Agreement by the Company; (b) a material reduction in the Executive’s Base Salary or
benefits; or (c) a material and adverse change by the Company in the Executive’s duties and
responsibilities set forth in Section 3.01 hereof, other than due to the Executive’s failure to
adequately perform such duties and responsibilities as determined by the Board in good faith;
provided, however, that, it shall be a condition precedent to the Executive’s right
to terminate employment for Good Reason that (i) the Executive shall first have given the Company
written notice that an event or condition constituting Good Reason has occurred within ninety (90)
days after such occurrence, and any failure to give such written notice within such period will
result in a waiver by the Executive of his right to terminate for Good Reason as a result of such
event or condition, and (ii) a period of thirty (30) days from and after the giving of such written
notice shall have elapsed without the Company having effectively cured or remedied such occurrence
during such 30-day period; provided further, however, that the Executive’s
Notice of Termination (as defined below) for “Good Reason” must be given not later than one hundred
fifty (150) days following the initial existence of the condition giving rise to ‘Good Reason.’



ARTICLE 2

EMPLOYMENT




SECTION 2.01 Employment Period. The Company shall employ the Executive, and the
Executive shall accept employment with the Company, upon the terms and conditions set forth in this
Agreement for the period beginning September 1, 2010 (the “Start Date”) and ending on the
Date of Termination as defined Section 5.01 below (the “Employment Period”).



ARTICLE 3

POSITION AND DUTIES




SECTION 3.01 Position and Duties. Effective on the Start Date, the Executive shall
serve as Executive Vice President, Business Operations of the Company, render such services to the
Company and its Affiliates which are consistent with Executive’s position and have such
responsibilities, powers and duties as may from time to time be prescribed by the senior executives
of the Company; provided that such responsibilities, powers and duties are substantially
consistent with those customarily assigned to individuals serving in such position at comparable
companies or as may be reasonably required by the conduct of the business of the Company or its
Affiliates. During the Employment Period, the Executive shall devote substantially all of his
working time and efforts to the business and affairs of the Company and its Affiliates. The
Executive shall not directly or indirectly render any services of a business, commercial or
professional nature to any other person not related to the business of the Company or its
Affiliates, whether for compensation or otherwise, without prior written consent of the Company.



SECTION 3.02 Work Location. While employed by the Company hereunder, the Executive
shall perform his duties (when not traveling or engaged elsewhere in the performance of his duties)
at the offices of the Company in Bermuda or at such other place as the Company may in its
discretion from time to time direct. The Executive shall travel to such places outside of Bermuda
on the business of the Company in such manner and on such occasions as the Company may from time to
time reasonably require.



ARTICLE 4

BASE SALARY AND BENEFITS




SECTION 4.01 Base Salary. During the Employment Period, the Executive’s base salary
will be $375,000.00 per annum (the “Base Salary”). The Base Salary will be payable monthly
on the last working day of each month in arrears in twelve (12) equal installments. Annually
during the Employment Period the Company shall review with the Executive his job performance and
compensation, and if deemed appropriate by the Board of Directors of the Company or its delegate,
in its discretion, the Executive’s Base Salary may be increased.



SECTION 4.02 Bonuses. In addition to the Base Salary, the Executive shall be eligible
to participate in an annual bonus plan on terms set forth from time to time by the Board of
Directors of the Company; provided, however, that the Executive’s target annual
bonus will be 100% of his Base Salary.



SECTION 4.03 Benefits. In addition to the Base Salary, and any bonuses payable to the
Executive pursuant to this Agreement, the Executive shall be entitled to the following benefits
during the Employment Period:




(a) such major medical, life insurance and disability insurance coverage as is, or may
during the Employment Period, be provided generally for other senior executive officers of
the Company as set forth from time to time in the applicable plan documents;




(b) (10) paid days off for sick leave and a maximum of four (4) weeks of paid vacation
annually during the term of the Employment Period, or as governed by the employee handbook;




(c) Benefits, including an annual pension contribution (or equivalent) equal to 10% of
Base Salary, under any plan or arrangement available generally for similarly situated
employees of the Company, subject to and consistent with the terms and conditions and
overall administration of such plans as set forth from time to time in the applicable plan
documents;




(d) a housing allowance for the period during which the Executive’s place of work is
Bermuda in an amount equal to $7,000.00 per month, payable monthly in advance;




(e) an automobile allowance for the period during which the Executive’s place of work
is Bermuda in an amount equal to $500.00 per month; and




(f) one club membership for the period during which the Executive’s place of work is
Bermuda.



SECTION 4.04 Expenses. The Company shall reimburse the Executive for all reasonable
expenses incurred by him in the course of performing his duties under this Agreement which are
consistent with the Company’s policies in effect from time to time with respect to travel,
entertainment and other business expenses (“Reimbursable Expenses”), subject to the
Company’s requirements with respect to reporting and documentation of expenses.



SECTION 4.05 Long Term Incentive Plan. During the Employment Period the Executive
shall be eligible to participate in the Validus Holdings, Ltd. 2005 Long Term Incentive Plan (or
any successor plan) (the “Plan”) under which equity-based compensation awards may be made
to the Executive, as determined in the sole discretion of the Compensation Committee of the Board
of Directors of Validus Holdings, Ltd. On September 1, 2010 (the “Grant Date”), the
Executive shall receive a grant of 9,900 restricted shares of common stock of Validus Holdings,
Ltd. which shall cliff vest on the fourth anniversary of the Grant Date, provided the Executive’s
employment continues through such vesting date. The other terms of the restricted share grant shall
be as set forth in the applicable award agreement.



SECTION 4.06 Sign-up Bonus. The Company shall pay to the Executive $150,000.00 as a
one-time sign-up bonus within thirty (30) days following the Start Date. If the Employment Period
is terminated within two (2) years after the Start Date other than by the Company not for Cause,
the Executive shall repay the sign-up bonus to the Company no later than ten (10) business days
after such termination of employment.



ARTICLE 5

TERM AND TERMINATION




SECTION 5.01 Date of Termination. The Employment Period shall end on the Date of
Termination. For purposes of this Agreement, the “Date of Termination” shall mean the
first to occur of the following: (a) the twelve (12) month anniversary of the Company providing
Notice of Termination (as defined below) without Cause to the Executive; (b) immediately upon the
Company providing Notice of Termination for Cause to the Executive; (c) the twelve (12) month
anniversary of the Executive providing Notice of Termination to the Company with Good Reason,
subject to the terms of section 5.03 below; (d) the twelve (12) month anniversary of the Executive
providing Notice of Termination by the Executive without Good Reason to the Company; (e) the fifth
(5th) day following the Company providing Notice of Termination to the Executive as a result of the
Executive’s Permanent Disability; or (f) the date of Executive’s death. In the event that there
are circumstances which would give rise to a termination by the Company for Cause, the Company may,
in its sole and exclusive discretion, treat such termination as a termination without Cause.



SECTION 5.02 Resignation by the Executive Without Good Reason. If the Employment
Period shall be terminated as a result of the Executive’s resignation or leaving of his employment,
other than for Good Reason, Executive shall continue to: (a) receive Base Salary and the benefits
set forth in Section 4.03 through the Date of Termination, except that any amount payable after the
Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A 1(h)) with
the Company will be subject to Section 12.14 below; and (b) receive reimbursement of all
Reimbursable Expenses incurred by the Executive prior to the Date of Termination. Notwithstanding
any provision of this Agreement or any applicable plan or other agreement to the contrary, no
shares of restricted stock of the Company or Company stock options granted to the Executive shall
vest on or following the date the Executive provides Notice of Termination without Good Reason to
the Company. The Executive’s entitlements under all other benefit plans and programs of the
Company shall be as determined thereunder.



SECTION 5.03 Termination for Other Reasons. If the Employment Period shall be
terminated by the Executive for Good Reason, by the Company with or without Cause, as a result of
the Executive’s Permanent Disability or upon the Executive’s death, the Executive (or his estate,
in the case of death) shall continue to: (a) receive Base Salary and benefits set forth in Section
4.03 above (i) in the case of termination by the Executive for Good Reason or by the Company with
or without Cause, through the Date of Termination and (ii) in the case of termination due to the
Executive’s permanent disability or death, through the six-month anniversary of the Date of
Termination, except that any amount payable after the Executive’s “separation from service” (within
the meaning of Treas. Reg. Section 1.409A 1(h)) with the Company will be subject to Section 12.14
below; (b) to vest in any shares of restricted stock of the Company and any Company stock options
granted to the Executive through the Date of Termination; and (c) receive reimbursement for all
Reimbursable Expenses incurred by the Executive prior to the Date of Termination. The Executive’s
entitlements under all other benefit plans and programs of the Company shall be as determined
thereunder. Amounts described in clause (a) above will be paid, subject to Section 12.14 below,
monthly on the last working day of each month in arrears in equal installments.



SECTION 5.04 Notice of Termination. Any termination by the Company for Permanent
Disability, for Cause or without Cause or by the Executive for Good Reason or without Good Reason
shall be communicated by written Notice of Termination to the other party hereto. 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, with respect to termination by
the Company for Permanent Disability or Cause or resignation by the Executive for Good Reason,
shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for
termination of employment under the provision indicated.



SECTION 5.05 Garden Leave. Following the provision of a Notice of Termination either
by the Company or by the Executive, the Company may direct, in its sole and exclusive discretion,
that the Executive perform no duties, exercise no powers and resign from any office held in
connection with his employment with the Company or its Affiliates; provided, however, that,
following any such direction, the Executive will continue to be required to comply with his other
obligations under this Agreement (and will continue to have a duty of loyalty to the Company as an
employee) through the end of the Employment Period.



ARTICLE 6

CONFIDENTIAL INFORMATION




SECTION 6.01 Nondisclosure and Nonuse of Confidential Information. The Executive will
not disclose or use at any time during or after the Employment Period any Confidential Information
of which the Executive is or becomes aware, whether or not such information is developed by him,
except to the extent that such disclosure or use is directly related to and required by the
Executive’s performance of duties assigned to the Executive pursuant to this Agreement. Under all
circumstances and at all times, the Executive will take all appropriate steps to safeguard
Confidential Information in his possession and to protect it against disclosure, misuse, espionage,
loss and theft.



ARTICLE 7

INTELLECTUAL PROPERTY




SECTION 7.01 Ownership of Intellectual Property. In the event that the Executive as
part of his activities on behalf of the Company generates, authors or contributes to any invention,
design, new development, device, product, method of process (whether or not patentable or reduced
to practice or comprising Confidential Information), any copyrightable work (whether or not
comprising Confidential Information) or any other form of Confidential Information relating
directly or indirectly to the business of the Company or its Affiliates as now or hereinafter
conducted (collectively, “Intellectual Property”), the Executive acknowledges that such
Intellectual Property is the sole and exclusive property of the Company and hereby assigns all
right, title and interest in and to such Intellectual Property to the Company. Any copyrightable
work prepared in whole or in part by the Executive during the Employment Period will be deemed “a
work made for hire” under Section 201(b) of the Copyright Act of 1976, as amended, and the Company
will own all of the rights comprised in the copyright therein. The Executive will promptly and
fully disclose all Intellectual Property and will cooperate with the Company to protect the
Company’s interests in and rights to such Intellectual Property (including providing reasonable
assistance in securing patent protection and copyright registrations and executing all documents as
reasonably requested by the Company, whether such requests occur prior to or after termination of
Executive’s employment hereunder).



ARTICLE 8

DELIVERY OF MATERIALS UPON TERMINATION OF EMPLOYMENT




SECTION 8.01 Delivery of Materials upon Termination of Employment. As requested by
the Company, from time to time and upon the termination of the Executive’s employment with the
Company for any reason, the Executive will promptly deliver to the Company all property of the
Company or its Affiliates, including, without limitation, all copies and embodiments, in whatever
form or medium, of all Confidential Information or Intellectual Property in the Executive’s
possession or within his control (including written records, notes, photographs, manuals,
notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes
and all other materials containing any Confidential Information or Intellectual Property)
irrespective of the location or form of such material and, if requested by the Company, will
provide the Company with written confirmation that, to the best of his knowledge, all such
materials have been delivered to the Company.



ARTICLE 9

NONCOMPETITION AND NONSOLICITATION




SECTION 9.01 Noncompetition. The Executive acknowledges that during his employment
with the Company, he will become familiar with trade secrets and other Confidential Information
concerning the Company or its Affiliates, and that his services will be of special, unique and
extraordinary value to the Company. In addition, the Executive hereby agrees that at any time
during the Employment Period, and for a period ending twelve (12) months after the Date of
Termination (the “Noncompetition Period”), he will not directly or indirectly own, manage,
control, participate in, consult with, render services for or in any manner engage in any business
competing with the businesses of the Company or its Affiliates as such businesses exist or are in
process or being planned as of the Date of Termination, within any geographical area in which the
Company or its Affiliates engage or plan to engage in such businesses; provided, however,
that the portion of the Noncompetition Period following the Date of Termination shall be reduced by
the period of time, if any, between the date of Notice of Termination is given and the Date of
Termination. It shall not be considered a violation of this Section 9.01 for the Executive to be a
passive owner of not more than 2% of the outstanding stock of any class of a corporation which is
publicly traded, so long as the Executive has no active participation in the business of such
corporation.



SECTION 9.02 Nonsolicitation of Employees. The Executive hereby agrees that during
the Employment Period and for a period of twelve (12) months after the Date of Termination (the
“Nonsolicitation Period”) the Executive will not, directly or indirectly through another
entity, induce or attempt to induce any employee of the Company or its Affiliates to leave the
employ of the Company or its Affiliates, or in any way interfere with the relationship between the
Company or its Affiliates and any employee thereof or otherwise employ or receive the services of
any individual who was an employee of the Company or its Affiliates at any time during such
Nonsolicitation Period or within the six-month period prior thereto.



SECTION 9.03 Nonsolicitation of Customers. During the Nonsolicitation Period, the
Executive will not induce or attempt to induce any customer, supplier, client, insured, reinsured,
reinsurer, broker, licensee or other business relation of the Company or its Affiliates to cease
doing business with the Company or its Affiliates.



SECTION 9.04 Enforcement. If, at the enforcement of Sections 9.01, 9.02 or 9.03, a
court holds that the duration, scope or area restrictions stated herein are unreasonable under
circumstances then existing, the parties agree that the maximum duration, scope or area reasonable
under such circumstances will be substituted for the stated duration, scope or area and that the
court will be permitted to revise the restrictions contained in this Article 9 to cover the maximum
duration, scope and area permitted by law.



ARTICLE 10

EQUITABLE RELIEF




SECTION 10.01 Equitable Relief. The Executive acknowledges that (a) the covenants
contained herein are reasonable, (b) the Executive’s services are unique, and (c) a breach or
threatened breach by him of any of his covenants and agreements with the Company contained in
Sections 6.01, 7.01, 8.01, 9.01, 9.02 or 9.03 could cause irreparable harm to the Company for which
they would have no adequate remedy at law. Accordingly, and in addition to any remedies which the
Company may have at law, in the event of an actual or threatened breach by the Executive of his
covenants and agreements contained in Sections 6.01, 7.01, 8.01, 9.01, 9.02 or 9.03, the Company
shall have the absolute right to apply to any court of competent jurisdiction for such injunctive
or other equitable relief as such court may deem necessary or appropriate in the circumstances.



ARTICLE 11

EXECUTIVE REPRESENTATIONS AND INDEMNIFICATION




SECTION 11.01 Executive Representations. The Executive hereby represents and warrants
to the Company that (a) the execution, delivery and performance of this Agreement by the Executive
does not and will not conflict with, breach, violate or cause a default under any contract,
agreement, instrument, order, judgment or decree to which the Executive is a party or by which he
is bound, (b) except for agreements provided to the Company by the Executive, the Executive is not
a party to or bound by any employment agreement, noncompetition agreement, garden leave agreement
or confidentiality agreement with any other Person, and (c) upon the execution and delivery of this
Agreement by the Company, this Agreement will be the valid and binding obligation of the Executive,
enforceable in accordance with its terms. Notwithstanding Section 11.02 below, in the event that
any action is brought against Executive involving any breach of any employment agreement,
noncompetition agreement or confidentiality agreement with any other Person, the Executive shall
bear his own costs incurred in defending such action, including but not limited to, court fees,
arbitration costs, mediation costs, attorneys’ fees and disbursements.



SECTION 11.02 General Indemnification. The Company agrees that if the 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 (each, a “Proceeding”), by reason of the
fact that he is or was a director, officer or employee of the Company or is or was serving at the
request of the Company as a director, officer, member, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with respect to employee
benefit plans, whether or not the basis of such Proceeding is the Executive’s alleged action in an
official capacity while serving as a director, officer, member, employee or agent, the Executive
shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized
by applicable law and its organizational documents, against all cost, expense, liability and loss
reasonably incurred or suffered by the Executive in connection therewith, and such indemnification
shall continue as to the Executive even if he has ceased to be a director, member, employee or
agent of the Company or other entity and shall inure to the benefit of the Executive’s heirs,
executors and administrators. The Company agrees to maintain a directors’ and officers’ liability
insurance policy covering the Executive to the extent the Company provides such coverage for its
other executive officers.



ARTICLE 12

MISCELLANEOUS




SECTION 12.01 Rights and Remedies. The Company will be entitled to enforce its rights
and remedies under this Agreement specifically, without posting a bond or other security, to
recover damages by reason of any breach of any provision of this Agreement and to exercise all
other rights granted by law. There are currently no disciplinary or grievance procedures in place,
there is no collective agreement in place, and there is no probationary period.



SECTION 12.02 Consent to Amendments. The provisions of this Agreement may be amended
or waived only by a written agreement executed and delivered by the Company and the Executive. No
other course of dealing between the parties to this Agreement or any delay in exercising any rights
hereunder will operate as a waiver of any rights of any such parties.



SECTION 12.03 Parties, Successors and Assigns. This Agreement is an agreement between
the Executive and the Company. However, the obligations imposed upon the Company may be assigned
to and/or satisfied by an Affiliate. Any payment made or action taken by an Affiliate shall be
considered to be a payment made or action taken by the Company for purposes of determining whether
the Company has satisfied its obligations under the Agreement. All covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto will bind and inure to the
benefit of the respective successors and assigns of the parties hereto whether so expressed or not,
provided that the Executive may not assign his rights or delegate his obligations under this
Agreement without the written consent of the Company.



SECTION 12.04 Severability. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.



SECTION 12.05 Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of more than one party, but all
of which counterparts taken together will constitute one and the same agreement.



SECTION 12.06 Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.



SECTION 12.07 Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement will be in writing and will be
deemed to have been given when delivered personally to the recipient, two (2) business days after
the date when sent to the recipient by reputable express courier service (charges prepaid) or four
(4) business days after the date when mailed to the recipient by certified or registered mail,
return receipt requested and postage prepaid. Such notices, demands and other communications will
be sent to the Executive and to the Company at the addresses set forth below.



	 	 	 
	If to the Executive:
	 	To the last address delivered to the Company by the

Executive in the manner set forth herein.

	If to the Company:
	 	Validus Holdings, Ltd.

29 Richmond Road

Pembroke, HM08

Bermuda

Attn: Chief Corporate Legal Officer







or to such other address or to the attention of such other person as the recipient party has
specified by prior written notice to the sending party.



SECTION 12.08 Withholding. The Company may withhold from any amounts payable under
this Agreement such federal, state, local or foreign taxes as shall be required to be withheld
pursuant to any applicable law or regulation.



SECTION 12.09 No Third Party Beneficiary. This Agreement will not confer any rights
or remedies (or any obligations) upon any person other than the Company, the Executive and their
respective heirs, executors, successors and assigns.



SECTION 12.10 Entire Agreement. This Agreement (including the documents referred to
herein) constitutes the entire agreement among the parties and supersedes any prior understandings,
agreements or representations by or among the parties, written or oral, that may have related in
any way to the subject matter hereof.



SECTION 12.11 Construction. The language used in this Agreement will be deemed to be
the language chosen by the parties to express their mutual intent, and no rule of strict
construction will be applied against any party. Any reference to any federal, state, local or
foreign statute or law will be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. The use of the word “including” in this
Agreement means “including without limitation” and is intended by the parties to be by way of
example rather than limitation.



SECTION 12.12 Survival. Sections 4.06, 6.01, 7.01, 8.01 and Articles 9 through 12
will survive and continue in full force in accordance with their terms notwithstanding any
termination of the Employment Period.



SECTION 12.13 GOVERNING LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND
INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY THE INTERNAL LAW OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICT OF LAWS, AND THE PARTIES HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF
THE COURTS OF NEW YORK.



SECTION 12.14 409A.




(a) It is intended that this Agreement will comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines
promulgated thereunder (collectively, “Section 409A”), to the extent the Agreement is
subject thereto, and the Agreement shall be interpreted on a basis consistent with such
intent. If an amendment of the Agreement is necessary in order for it to comply with
Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a
manner that preserves the original intent of the parties to the extent reasonably possible.
No action or failure to act pursuant to this Section 12.14 shall subject the Company to any
claim, liability, or expense, and the Company shall not have any obligation to indemnify or
otherwise protect the Executive from the obligation to pay any taxes, interest or penalties
pursuant to Section 409A or Section 457A of the Code.




(b) Notwithstanding any provision to the contrary in this Agreement, if the Executive
is deemed on the date of his or her “separation from service” (within the meaning of Treas.
Reg. Section 1.409A-1(h)) with the Company to be a “specified employee” (within the meaning
of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is
considered deferred compensation under Section 409A payable on account of a “separation from
service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after
taking into account any applicable exceptions to such requirement), such payment or benefit
shall be made or provided on the date that is the earlier of (i) the expiration of the six
(6)-month period measured from the date of the Executive’s “separation from service,” or
(ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the
Delay Period, all payments and benefits delayed pursuant to this Section 12.14 (whether they
would have otherwise been payable in a single sum or in installments in the absence of such
delay) shall be paid or reimbursed to the Executive in a lump sum and any remaining payments
and benefits due under this Agreement shall be paid or provided in accordance with the
normal payment dates specified for them herein.




(c) With respect to any reimbursement or in-kind benefit arrangements of the Company
and its subsidiaries that constitute deferred compensation for purposes of Section 409A,
except as otherwise permitted by Section 409A, the following conditions shall be applicable:
(i) the amount eligible for reimbursement, or in-kind benefits provided, under any such
arrangement in one calendar year may not affect the amount eligible for reimbursement, or
in-kind benefits to be provided, under such arrangement in any other calendar year (except
that the health and dental plans may impose a limit on the amount that may be reimbursed or
paid), (ii) any reimbursement must be made on or before the last day of the calendar year
following the calendar year in which the expense was incurred, and (iii) the right to
reimbursement or in-kind benefits is not subject to liquidation or exchange for another
benefit. Whenever a payment under this Agreement specifies a payment period with reference
to a number of days (e.g., “payment shall be made within thirty (30) days after
termination of employment”), the actual date of payment within the specified period shall be
within the sole discretion of the Company. Whenever payments under this Agreement are to be
made in installments, each such installment shall be deemed to be a separate payment for
purposes of Section 409A.



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




	 	 	VALIDUS HOLDINGS, LTD.





	 	 	 	 	 
	By:
	 	/s/ Edward J. Noonan

	 	

	 	 	Printed Name: Edward J. Noonan

	 	 	Title: Chairman and Chief Executive Officer

	JONATHAN P. RITZ
	 	


	 	

	 	 	By:

	 	/s/ Jonathan P. Ritz

Printed Name: Jonathan P. Ritz







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