Exhibit 10.7


 


KINSALE MANAGEMENT, INC.


 


EMPLOYMENT AND ARBITRATION AGREEMENT


 


THIS AGREEMENT is dated and effective as
of June 4, 2009, between Kinsale Management, Inc. (the “Company”) and Michael P. Kehoe (“Executive”).


 


WITNESSETH:


 


WHEREAS, the Company is in the business
of underwriting insurance in the excess and surplus lines market;


 


WHEREAS, in order to develop and grow its
business, the Company has offered to employ the Executive as Chief Executive Officer of the Company effective as of June 4, 2009
(“Effective Date”) and the Executive has agreed to be so employed; and


 


WHEREAS, the parties desire to set forth
the terms of such employment in this Employment and Arbitration Agreement (“Agreement”).


 


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


 


1. EMPLOYMENT AND TERM. The Company hereby
employs Executive as Chief Executive Officer of the Company, and Executive hereby accepts such employment on the terms set forth
in this Agreement. Executive shall, in each case without additional compensation, also serve as Chief Executive Officer of each
of Kinsale Capital Group, Ltd. (“KCGL”) and Kinsale Capital Group, Inc. (“KCGI”) and, if requested by the
Company, as an officer or member of the board of directors of any Affiliates (as defined in Section 4). The term of this Agreement
shall commence as of the Effective Date and shall continue until the third anniversary of the Effective Date. The term of this
Agreement shall thereafter be automatically be renewed for additional one (1) year periods unless written notice to the contrary
shall be given by either party to the other not less than ninety (90) days prior to the end of the initial or any renewal term
that the term shall not thereafter be renewed. The initial term plus any renewals thereof shall hereafter be referred to as the
“Term.”


 


2. COMPENSATION AND BENEFITS. Executive
shall be paid, as an annualized “Base Salary,” not less than Two Hundred Fifty Thousand Dollars ($250,000.00) for calendar
year 2009 (pro-rated for the portion of the year that occurs following the Effective Date) and not less than Four Hundred Thousand
Dollars ($400,000.00) for each of calendar years 2010 and 2011. Thereafter, Executive’s Base Salary shall be determined by
the Board of Directors of the Company (“Board”) in its discretion but, in no event, shall Executive’s annualized
Base Salary be less than Four Hundred Thousand Dollars ($400,000.00). Base Salary shall be payable in periodic installments in
accordance with the Company’s regular payroll practices. Executive shall be eligible to receive such discretionary bonuses
as the Board, in its discretion, may determine. Within one hundred eighty (180) days after the close of each fiscal year of the
Company during the Term, the Board shall review Executive’s performance during such fiscal year and award any discretionary
bonus to Executive. For the avoidance of doubt, Executive shall not be entitled to a discretionary bonus in respect of performance
for 2009. Executive shall also be entitled, during the Term to participate in all retirement, disability, pension, savings, health,
medical, dental, insurance and other fringe benefits or plans (which shall be approved by the Board in its discretion) of the Company
generally available to executive employees. Executive shall be entitled to six (6) weeks of paid vacation per annum (not subject
to rollover). Executive shall be entitled to participate in the pool of common shares of KCGL designated for distribution to KCGL’s
management team in accordance with the terms attached hereto as Exhibit A.


 






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3. DUTIES. Executive shall perform all duties
and responsibilities normally associated with the position of Chief Executive Officer of each of the Company, KCGL, and KCGI, and
such other reasonable duties as may be assigned to him by the Company. Executive will devote his entire working time, attention
and energies to carry out and fulfill his duties and responsibilities under this Agreement. Executive shall not engage in any employment
or consulting for any business entity other than the Company without permission.


 


4. CONFIDENTIAL INFORMATION. Executive will
not at any time during the term of this Agreement or at any time thereafter directly or indirectly reveal, divulge or make known
to any person, firm or corporation or use for his personal benefit or the benefit of others (except the Company) any “Confidential
Information” (as defined below) received or developed by him during the course of his employment. This restriction will not
apply to information that (a) was known to the public before its disclosure to Executive; (b) becomes known to the public after
disclosure to Executive through no wrongful act of Executive; or (c) Executive is required to disclose by applicable law, regulation
or legal process (provided that Executive shall provide to the extent practicable the Company with prior written notice of the
contemplated disclosure and reasonably cooperate with the Company at its expense in seeking a protective order or other appropriate
protection of such information). For the purposes of this Agreement, “Confidential Information” shall mean all confidential
and proprietary information and trade secrets of the Company and any of its parent, holding, sister, subsidiary or other affiliated
companies whether or not Executive had managerial responsibility (hereinafter referred to collectively as “Affiliates”).
Such Confidential Information includes, but is not limited to, (1) all historical and pro forma projections of loss ratios incurred
by the Company or its Affiliates, (2) all historical and pro forma actuarial data relating to the Company or its Affiliates, (3)
historical and pro forma financial results, revenue statements, and projections for the Company or its Affiliates, (4) all information
relating to the Company’s or its Affiliates’ systems and software (other than the portion thereof provided by the vendor
to all purchasers of such systems and software), (5) all information relating to the Company’s or its Affiliates unique underwriting
approaches, (6) all information relating to plans for acquisitions of any business entities or blocks of business by the Company
or its Affiliates, (7) non-public business plans of the Company or its Affiliates, (8) non-public information and lists relating
to the Company’s or its Affiliates’ business relationships with customers, insurance agents, insurance agencies, wholesale
brokers, wholesale agents, managing general agents, or other individuals or entities necessary to the sale or marketing of the
Company’s or Affiliates’ policies, products, or services; and (9) all other information relating to the financial,
business or other affairs of the Company or its Affiliates.


 






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5. COVENANTS OF NON-COMPETITION AND NON-SOLICITATION.
Executive acknowledges and agrees that, as the Chief Executive Officer of the Company and certain of its Affiliates, he is responsible
for, and directly involved in, developing goodwill and business relationships for the benefit of the Company, he is responsible
for the operation and development of the Company’s business in each and every location in the United States where the Company
engages in business or which has been or will be targeted by the Company, he will gain knowledge of the Company’s most proprietary
and valuable Confidential Information, and has been and will be compensated for the development, and supervising the development,
of the same, and that he will gain unique insight into and knowledge of the skills, talents and capabilities of the Company’s
key employees. Executive further acknowledges and agrees that the restrictions contained in Sections 4 and 5 are reasonable and
necessary to protect the legitimate business interests of the Company, in view of, among other things, the short duration of the
restrictions, the narrow scope of the restrictions, and the Company’s interests in protecting its goodwill, valuable Confidential
Information, trade secrets, and its business relationships with customers, insurance agents, insurance agencies, wholesale brokers,
wholesale agents, managing general agents, or other individuals or entities necessary to the sale or marketing of the Company’s
or its Affiliates’ policies, products, or services. Executive agrees that his background and capabilities will allow him
to seek and accept employment acceptable to him without violation of the restrictions contained in this Agreement. Executive also
acknowledges and agrees that at the inception of his employment with the Company it was agreed that he would be bound by non-competition
and non-solicitation restrictions, that such restrictions were a condition of employment, and that this Agreement memorializes
those restrictions. Executive further acknowledges and agrees that his employment with the Company constitutes sufficient consideration
for his agreement to the non-competition and non-solicitation restrictions set forth in this Agreement.


 


(a)   Executive covenants and
agrees that during his employment by the Company, and for the period of one (1) year after his employment with the Company ceases
for any reason (the “Restricted Period”), that


 


(1) he will not directly or indirectly engage in, assist
any other person or entity to engage in, have an ownership interest in, or be employed by any Competitive Business in the Territory
(as those terms are defined herein);


 


(2) he will not directly or indirectly perform or provide
any services for or on behalf of any competitor of the Company that are the same or similar in character to the services performed
or provided by Executive in the two year period preceding Executive’s termination of employment with the Company;


 


(3) he will not directly or indirectly, either individually
or through any other person or entity, induce, advise, request, or solicit any customers, insurance agents, insurance agencies,
wholesale brokers, wholesale agents, managing general agents, or other individuals or entities necessary to the sale or marketing
of the Company’s or Affiliates’ policies, products, or services, to take any action detrimental to the business relationships
between the Company and that individual or entity. This restriction shall apply only to those customers, insurance agents, insurance
agencies, wholesale brokers, wholesale agents, managing general agents, or other individuals or entities necessary to the sale
or marketing of the Company’s or Affiliates’ policies, products, or services with whom the Company had a business relationship
in the two-year period preceding Executive’s termination of employment with the Company;


 






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(4) he will not directly or indirectly, either individually
or through any other person or entity, induce, advise, request, or solicit any Key Employees (as defined below) to either leave
the Company or to engage in a Competitive Business;


 


(5) he will not hire any Key
Employee as an employee, consultant, or otherwise in a Competitive Business; and


 


(6) he will not enter into a
contract or engage in discussions or negotiations with potential investors in preparation to do any of the activities
prohibited by subsections 5(a)(1) through (5) above.


 


(b)  For purposes of this Agreement, the following terms
shall have the meanings set forth below:


 


(1)  “Competitive
Business” shall mean the business of underwriting insurance in the excess and surplus lines market; any other material
business that the Company or any of its Affiliates is engaged in as of the date of this Agreement and as the business of the
Company and its Affiliates evolves during the Executive’s employment; and any business of the Company and its
Affiliates which Executive managed, controlled, or developed during the two year period preceding Executive’s
termination of employment with the Company.


 


(2)    “Territory” shall mean


 


(i) each and every state or other
geographical territory where the Company is licensed or authorized to do business, or where the Company is in the process of seeking
to be licensed or authorized to do business at the time of Executive’s termination of employment;


 


(ii) each and every territory
in which the Company maintained an office or had business relationships with customers, insurance agents, insurance agencies, wholesale
brokers, wholesale agents, managing general agents, or other individuals or entities necessary to the sale or marketing of the
Company’s or Affiliates’ policies, products, or services during the two year period preceding Executive’s termination
of employment with the Company;


 


(iii) each and every territory
which was assigned to Executive’s management or control during the two year period preceding Executive’s termination
of employment with the Company; and


 






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(iv) each and every territory
in which Executive conducted, managed, controlled, or developed Company business during the two year period preceding Executive’s
termination of employment with the Company, whether or not such location was formally assigned to Executive.


 


(3)   “Key Employees” shall mean
any officer, executive, managerial, sales, marketing, underwriting, claims, finance, actuarial, or supervisory employee of the
Company or its Affiliates under Executive’s management authority during the two year period preceding Executive’s termination
of employment with the Company.


 


(c)   The restrictions contained in this Section
shall not prevent the purchase of ownership by Executive of not more than three percent (3%) of the securities of any class of
any corporation, whether or not such corporation is engaged in any Competitive Business, which are publicly traded on any securities
exchange or any “over the counter” market.


 


6. TERMINATION. Executive’s employment
hereunder shall terminate under the following circumstances:


 


(a)   Termination for Cause. The Company may
terminate the employment of Executive for cause at any time upon written notice to Executive specifying the cause of the termination.
For the purposes of this Section, “for cause” shall include only discharge resulting from a determination by the Company
that: (i) Executive has willfully violated any material term of this Agreement (including, without limitation, Section 4 or 5 of
this Agreement); (ii) Executive commits willful or gross misconduct or has grossly neglected his duties hereunder; (iii) Executive
has been convicted of a felony or a crime involving moral turpitude (meaning a crime that includes the commission of an act of
depravity, dishonesty or bad morals); or (iv) Executive has committed an act of dishonesty, fraud or embezzlement against the Company.


 


In the event that the Company provides written
notice of termination for cause, Executive shall first be entitled to cure any violation of this Agreement or any alleged neglect
of his duties within thirty (30) days of receiving written notice from the Company specifying in detail the factual basis for its
belief that Executive willfully violated this Agreement or grossly neglected his duties hereunder. Following expiration of the
opportunity to cure, the Company will provide Executive with the opportunity to meet with the Board to address the allegations
and may be represented by counsel at this meeting. Following the completion of Executive’s presentation, the Board will take
another vote concerning termination and promptly notify Executive of its decision. If Executive is terminated for cause, Executive’s
salary and right to receive fringe benefits shall terminate on the date of the final vote by the Board to terminate Executive.


 


(b)   Expiration or Termination Without Cause.
The Company may terminate this Agreement at any time without cause or may elect to have the Term of this agreement expire.


 


(c)   Termination by Executive; Resignation.


 






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(1)   Executive may, at his option, terminate
this Agreement for Good Reason. “Good Reason” shall mean the occurrence of any one or more of the following events
without Executive’s consent:


 


(i)   The assignment to the Executive
of any duties inconsistent in any material adverse respect with his position, authority or responsibilities, or any other material
adverse change in such position, including titles, authority, or responsibilities;


 


(ii)  The Company’s requiring
the Executive to be based at any office or location more than 35 miles from the location at which he performs his services as of
the Effective Date, provided that such relocation is materially adverse to Executive; or


 


(iii) Any material breach by
the Company of any of the provisions of this Agreement (including, without limitation, any material failure of the Company to provide
Executive with the compensation and benefits described in Section 2 above).


 


Notwithstanding the above, no event shall constitute Good Reason
unless Executive provides the Company with written notice of the occurrence of the event constituting Good Reason within thirty
(30) days following the occurrence of such event and the Company fails to cure the event within thirty (30) days following receipt
of such notice.


 


(2)   At any time upon sixty (60) days notice
to the Company, the Executive may resign his employment. However, nothing in this paragraph shall be construed to alter or affect
the Executive’s obligations or the time period set forth in Paragraph 1 with respect to renewal of the Term of this Agreement.


 


(e)   Termination due to Disability. The Company
may terminate Executive’s employment if he is prevented from performing his responsibilities under this Agreement due to
Disability. For the purposes of this paragraph, “Disability” is defined as Executive’s inability to perform his
duties by reason of any incapacity, physical or mental, for a period of more than ninety (90) days, whether or not consecutive,
during any twelve (12) month period.


 


7. COMPENSATION AND BENEFITS UPON TERMINATION.


 


(a)   In the event that the Company terminates
this Agreement without cause or if Executive terminates this Agreement for Good Reason, Executive is entitled to receive:


 


(1)   continuation of Executive’s base
salary, as in effect on the date of Executive’s termination, for a period of twelve (12) months after the Termination Date
which shall be paid in accordance with the Company’s normal payroll practices;


 


(2)   the continuation at the Company’s
expense of coverage under all welfare benefit plans (and benefits under any other plan or program that the Board determines in
its sole discretion are appropriate to continue) in which the Executive participates in as of immediately prior to his termination,
for a period of twelve (12) months after the Termination Date; and


 






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(3)   any unused vacation and any non reimbursed
reasonable business expenses.


 


(b)   If Executive is terminated for cause,
or due to disability, or the Executive resigns without Good Reason or the Term of this Agreement expires, the Company shall have
no further obligations to Executive, except as provided in any stock option or other bonus or incentive plan to which Executive
is entitled, and Executive shall have no further rights hereunder.


 


(c)   The payment of amounts and the provision
of benefits under this Section 7 are expressly conditioned upon Executive’s execution and non-revocation of a Severance and
Release Agreement by which Executive releases any and all legal claims Executive may have against the Company arising out of or
relating to employment with the Company within twenty-one days following Executive’s termination of employment (or such longer
minimum period as is required by applicable law). All compensation and benefits made pursuant to this Section shall cease if Executive
violates any of the terms of Sections 4 or 5 of this Agreement during the-twelve (12) months following his last day of employment.
In addition to this remedy, the Company shall have all other remedies provided by this Agreement and by law for the breach of Section
4 or Section 5 hereof.


 


8. UNIQUENESS OF SERVICES, REMEDIES. Executive
acknowledges that the services to be rendered under the provisions of this Agreement are of a special, unique and extraordinary
character, involve access to and development of valuable Confidential, Information and trade secrets, and involve developing and
protecting the Company’s goodwill and business relationships with customers, insurance agents, insurance agencies, wholesale brokers,
wholesale agents, managing general agents, or other individuals or entities necessary to the sale or marketing of the Company’s
or Affiliates’ policies, products, or services. Executive acknowledges and agrees that it would be difficult or impossible to replace
such unique services, and that the breach of any provision of this Agreement might cause the Company irreparable injury and damage,
and consequently the Company shall be entitled, in addition to all other remedies available to it, to injunctive and equitable
relief issued by a tribunal of competent jurisdiction to prevent a breach of this Agreement, or any part of it, and to secure the
enforcement of this Agreement, without restricting the Company from other legal and equitable remedies. The parties agree that,
in addition to any equitable relief or compensatory damages, the tribunal may award reasonable attorneys’ fees to the party that
prevails in an action brought to enforce the terms of this Agreement.


 


9. WARRANTIES. Executive represents to the
Company, which is relying on this representation, that he is free to enter into this Agreement, and that Executive is not under
any restrictions from a former employer or business which would preclude Executive from entering into this Agreement or which would
in any way interfere with or be inconsistent with Executive’s obligations to the Company under this Agreement. Executive
understands that the Company does not want Executive to disclose to the Company any confidential information that Executive may
have obtained from a former employer, although Executive is free to use his general knowledge and past experience in the performance
of Executive’s obligations under this Agreement. If any restrictions exist, Executive will discuss such restrictions with
the Company and provide all relevant documents and other information related to these restrictions to the Company.


 






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10. NOTICES. Any notices provided for or
permitted by this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or three (3)
days after it is deposited in a United States Postal Depository, postage prepaid, registered or certified mail, return receipt
requested, addressed to the party at the address set forth below, or to such address as a party may designate upon notice in writing:


 


To Executive:


 


Michael P. Kehoe

519 Sleepy Hollow Rd

Richmond, VA 23229


 


To Company:


 


Kinsale Management Inc.

c/o Greg Share

Moelis & Company

245 Park Avenue, 32nd Floor

New York, NY 10167


 


11. ENTIRE AGREEMENT; AMENDMENTS. This Agreement
constitutes the entire agreement and understanding between Executive and the Company, and this Agreement shall supersede any all
other prior agreements and understandings, whether oral or written, relating to the employment of Executive by the Company. This
Agreement may not be rescinded, modified or amended except by an instrument in writing signed both parties.


 


12. PARTIAL INVALIDITY. The parties intend
and agree that if any clause, sentence, provision, section, or paragraph of this Agreement shall be held to be invalid or unenforceable
for any reason by a tribunal of competent jurisdiction, the remaining clauses, sentences, provisions, sections or paragraphs shall
continue to be valid and enforceable. If a tribunal of competent jurisdiction finds that any part of this Agreement is invalid
or unenforceable, but that by limiting such part it would become valid and enforceable, then both Executive and the Company intend,
agree, and request that such provision be deemed to be written, intended, construed, and enforced as so limited.


 


13. GOVERNING LAW. This Agreement shall
be construed and administered in accordance with the laws of the State of Delaware, without regard to the principles of conflicts
of law which might otherwise apply.


 


14. ASSIGNABILITY. This Agreement may not
be assigned by Executive, and all its terms and conditions shall be binding upon and inure to the benefit of the Company and its
successors. Successors to the Company shall include, without limitation, any corporation or corporations acquiring, directly or
indirectly, all or substantially all of the assets of the Company whether by merger, consolidation, purchase or otherwise and such
successor shall thereafter be deemed the “Company” for purposes hereof.


 






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15. AGREEMENT TO ARBITRATE DISPUTES.


 


(a)  Arbitrable Claims. The Company and Executive
mutually consent to the resolution by final and binding arbitration of any and all disputes, controversies or claims related in
any way to Executive’s employment with the Company, including, but not limited to, any dispute, controversy or claim of alleged
discrimination, harassment or retaliation (including, but not limited to, claims based on race, sex, sexual preference, religion,
national origin, age, marital or family status, medical condition, handicap or disability), any claim arising out of or relating
to this Agreement or the breach thereof, and any dispute as to the arbitrability of a matter under this provision (collectively,
“Claims”); provided, however, that nothing herein shall require arbitration of any claim or charge
which, by law, cannot be the subject of a compulsory arbitration agreement. The Company and Executive expressly acknowledge that
they waive the right to litigate Claims in a judicial forum before a judge or jury, except as provided in Section 15(f) below.


 


(b)  Claim Initiation/Time Limits. A party must
notify the other party in writing at the addresses indicated in Section 10 of a request to arbitrate Claims within the same statute
of limitations applicable to the legal claim asserted. The written request for arbitration must specify: (i) the factual basis
on which the Claims are made; (ii) the statutory provision or legal theory under which Claims are made; and (iii) the nature and
extent of any relief or remedy sought.


 


(c)  Procedures. The arbitration will be administered
in accordance with the Employment Arbitration Rules and Mediation Procedures then in effect (“Rules”) of the
American Arbitration Association (“AAA”), a copy of which is available upon request to the Company, in Wilmington,
Delaware, before a panel of three arbitrators, experienced in employment law and licensed to practice law in that jurisdiction,
who have been selected in accordance with such Rules. With respect to any Claims, the Company and Executive shall pay their own
legal fees (including counsel fees), accounting fees and related expenses incurred by them in obtaining or defending any right
or benefit under such Claims, including without limitation all court costs, transcript costs, fees of experts, witness fees, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenditures
of the types customarily incurred in connection with prosecuting, defending or investigating any arbitration, action or suit irrespective
of the outcome of such arbitration, action, or suit; provided, however, that, irrespective of the outcome of any
arbitration, the Company will pay any filing costs, arbitrator fees or expenses for any arbitration proceeding.


 






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(d)  Responsibilities of Arbitrator;
Award; Judgment. The arbitration panel will act as the impartial decision maker of any Claims that come within the scope of
this arbitration provision. The arbitration panel will have the powers and authorities provided by the Rules. The arbitration panel
will have the authority to issue a summary disposition if there are no material factual issues in dispute requiring a hearing and
the Company or Executive is clearly entitled to an award in its, his or her favor. The arbitration panel will not have the power
or authority to add to, detract from or modify any provision of this Agreement, or any related agreements or plans, including but
not limited to any equity awards. The arbitration panel, in rendering an award in any arbitration conducted pursuant to this provision,
shall issue a reasoned award stating the findings of fact and conclusions of law on which it is based, and the arbitrators shall
be required to follow the law of the state designated by the parties herein. Any judgment on or enforcement of any award, including
an award providing for interim or permanent injunctive relief, rendered by the arbitration panel may be entered, enforced or appealed
from in any court having jurisdiction thereof. Any arbitration proceedings, decision or award rendered hereunder, and the validity,
effect and interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et
seq.


 


(e)  Confidentiality. It is part of the essence
of this Agreement that any Claims hereunder shall be resolved expeditiously and as confidentially as possible. Accordingly, the
Company and Executive agree that all proceedings in any arbitration shall be conducted under seal and kept strictly confidential.
In that regard, no party shall use, disclose or permit the disclosure of any information, evidence or documents produced by any
other party in the arbitration proceedings or about the existence, contents or results of the proceedings except as necessary and
appropriate for the preparation and conduct of the arbitration proceedings, or as necessary and appropriate for submission in any
regulatory investigation or to defend any Claims resolved in the arbitration, or as may be required by any legal process, or as
required in an action in aid of arbitration or for enforcement of or appeal from an arbitral award. Before making any disclosure
permitted by the preceding sentence, the party intending to make such disclosure shall give the other party reasonable written
notice of the intended disclosure and afford such other party a reasonable opportunity to protect its interests.


 


(f)  Injunctive Relief. Notwithstanding the foregoing,
each party shall be entitled to seek injunctive or other equitable relief under Sections 4 and 5 from any court of competent jurisdiction
in Wilmington, Delaware without the need to resort to arbitration, and each party hereto hereby consents to the jurisdiction in
any such court and unconditionally waives any defense of forum non conveniens, and irrevocably agrees to be bound by any judgment
rendered thereby in connection with this Agreement.


 


16. COMPLIANCE WITH CODE SECTION 409A. The
intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code
(“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered
to be in compliance therewith. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate
identified payment for purposes of Section 409A and any payments described in this Agreement that are due within the “short
term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires
otherwise. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation
and/or tax penalties under Section 409A, Executive shall not be considered to have terminated employment with the Company for purposes
of this Agreement and no payments shall be due to Executive under Section 7 of this Agreement until Executive would be considered
to have incurred a “separation from service” from the Company within the meaning of Section 409A. To the extent required
in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits
that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s
termination of employment shall instead be paid on the first business day after the date that is six months following Executive’s
termination of employment (or upon Executive’s death, if earlier).


 


* * * * *


 






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


 


THIS CONTRACT CONTAINS A BINDING ARBITRATION
PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.


 





	 	 	KINSALE MANAGEMENT, INC.
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	/s/ Greg M. Share
	 	 	Greg M. Share
	 	 	 	 
	 	 	/s/ Michael P. Kehoe
	 	 	Michael P. Kehoe










 






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EXHIBIT A


 


Summary of Terms of Restricted Stock
Grant


 


	Award	
        An award (the “Award”) of 22% the pool of common shares
        (the “Shares”) of Kinsale Capital Group Limited (the “Company”) designated by the Company for distribution
        to the management team. The Award shall be subject to the restrictions set forth below.

         

        All terms, unless otherwise defined herein, shall have
the meanings assigned to such terms in the employment agreement entered into between the Executive and Kinsale Management, Inc. 

	Vesting Schedule	
        Restrictions will lapse over a seven-year period, with the vesting
        restrictions applicable to 12.5% of total number of Shares subject to the Award (the “Restricted Shares”) lapsing at
        the initial closing and the vesting restrictions applicable an additional 12.5% of the total number of Restricted Shares lapsing
        on each subsequent anniversary of the initial closing, provided in each case that Executive is employed by the Company on the applicable
        vesting date.

         

        In the event of Executive’s termination of employment
due to Disability, any vesting restrictions that would have lapsed in the year following Executive’s termination of employment
will lapse effective as of the termination and such Restricted Shares will be treated as Vested Shares. 

	Termination of Employment	
        If Executive resigns (with or without Good Reason) or is terminated
        without Cause, the Company shall be permitted, but shall not be obligated, to repurchase unvested Restricted Shares at cost and
        repurchase previously vested Shares granted pursuant to the Award (“Vested Shares”) at fair market value.

         

        In the event that Executive is terminated with Cause,
the Company shall be permitted, but not obligated, to repurchase Vested Shares at cost and unvested Restricted Shares shall be
forfeited. 

	Transferability Restrictions	
        Restricted Shares subject to the Award are not transferable
        at any time.

         

        Executive shall be prohibited from selling or encumbering
Vested Shares until the Company effects a Qualified Public Offering (a “QPO”, which shall be defined as a public offering
raising a minimum of $75 million of proceeds to the Company at a valuation per share of common stock of at least 3.0x the original
purchase price of the Preferred) and thereafter only in a percentage that is equal to the percentage of common shares Moelis Capital
Partners LLC and the related investors (the “Investors”) have sold or distributed prior thereto; provided, however,
that Executive will have tag-along rights on the Investor’s major sales of common shares. 

	Change in Control	All vesting restrictions on the Restricted Shares will lapse upon the sale of the Company.  Upon a QPO, vesting restrictions that would have lapsed in the year following the QPO will lapse as of the QPO and the date on which all other vesting restrictions would have lapsed will be accelerated by one year.
	Restrictive Covenants	The vesting of the Award will be subject to continued compliance with the confidentiality, non-compete, and other restrictive covenants (the “restrictive covenants”) contained in the employment agreement with Executive.  If Executive fails to comply with the restrictive covenants, any Restricted Shares and any Vested Shares may be repurchased by the Company at cost.




 


 






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