bhcontract.htm


    EXHIBIT 10.3

     

    AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

     

    AMENDED
AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as
of December 30, 2008 by and between Greenlight Reinsurance, Ltd. (the “Company”) and Barton
Hedges (“Executive”).

     

    WHEREAS,
the Company and Greenlight Capital Re, Ltd. (the “Parent”) previously
entered into an employment agreement with Executive dated as of December 12,
2005 (the “Prior
Agreement”) pursuant to which the Executive serves as the President and
Chief Underwriting Officer of the Company (the “President and CUO”);
and

     

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

     

    WHEREAS,
the parties hereto desire to amend and restate the Prior Agreement in order to
comply with Section 409A of the U.S. Internal Revenue Code of 1986, as amended
and the regulations and other guidance issued thereunder (the “Code”) and Section
457A of the Code.

     

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

     

    1. Employment.  The
Company hereby agrees to continue to employ Executive as the President and CUO,
and Executive hereby accepts such continued employment, on the terms and
conditions hereinafter set forth.

     

    2. Employment
Period.  The period of employment of Executive by the Company
under this Agreement (the “Employment Period”)
shall commence on the date first written above (the “Effective Date”) and
shall continue until terminated by either party in accordance with Section 6 of
this Agreement.  Executive’s employment shall at all times be “at
will” and not for a definite duration, and nothing contained herein shall confer
upon Executive any contractual right to continued employment.  This
Agreement is conditioned upon the Company maintaining a work permit for
Executive and Executive complying with the Cayman Islands Immigration laws and
regulations from time to time in force.

     

    3. Position and
Duties.  During the Employment Period, Executive shall serve as
President and CUO and shall report directly to the Company’s Chief Executive
Officer (the “CEO”) or the Board of
Directors of the Company (the “Board”). Executive
shall have those powers and duties normally associated with the position of
President and CUO and such other powers and duties as may be prescribed by the
Company; provided that, such other
powers and duties are consistent with Executive’s position as President and CUO
and do not violate any applicable laws or regulations.  Executive
shall perform his duties to the best of his abilities and shall devote all of
his working time, attention and energies to the performance of his duties for
the Company.  If requested by the Board of Directors of the Company,
Executive shall also serve as an officer and/or director of the Parent and/or
any other affiliate of the Company for no additional compensation.

     

    
      
         

      

      
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    4. Place of
Performance.  The Company’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 Company
policies, as may be amended from time to time, including, without limitation,
conducting the business affairs of the Company such that it is not deemed to be
engaging in a trade or business within the United States.

     

    5. Compensation and Related
Matters.

     

    (a) Base Salary and
Bonus.  During the Employment Period, the Company shall pay
Executive a base salary at the rate of not less than US $450,000 per year
(“Base
Salary”).  Executive’s Base Salary shall be paid in equal
installments in accordance with the Company’s customary payroll
practices.  The Board shall periodically review Executive’s Base
Salary for increase (but not decrease), consistent with the compensation
practices and guidelines of the Company.  If Executive’s Base Salary
is increased by the 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 Parent and/or Company performance
metrics established by the Board (the “Bonus”).  Executive
shall be eligible to receive a discretionary Bonus with a target of 100% of Base
Salary.  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 Company shall promptly reimburse Executive for all
reasonable out-of-pocket expenses
incurred by Executive in the ordinary course of the Company’s business and
properly incurred and reported to the Company 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
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 five (5) weeks of paid
vacation per year to be used and accrued in accordance with the Company’s policy
as it may be established from time to time.  In addition to vacation,
Executive shall be entitled to the number of sick days, personal days and
national holidays per year to which other employees of the Company with similar
tenure are entitled under the Company’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 Company (including, without limitation, the Company’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 Company 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 Cayman Islands housing allowance of US $6,000 per
month.  Executive will be responsible for any taxes due on such
allowance.

     

    (f) Equity
Compensation.  Executive shall be eligible to receive awards
under the Parent’s Amended and Restated 2004 Stock Incentive Plan, as amended
from time to time (the “Plan”) in accordance
with the terms of the Plan.

     

    6. Termination.  Executive’s
employment hereunder may be terminated under the following
circumstances:

     

    (a) Death.  Executive’s
employment hereunder shall terminate upon his death.

     

    (b) Disability.  If,
as a result of Executive’s incapacity due to physical or mental illness,
Executive shall have been substantially unable to perform his duties hereunder
for an entire period of at least 90 consecutive days or 180 non-consecutive days
within any 365-day period, the Company shall have the right to terminate
Executive’s employment hereunder for “Disability,” and such
termination in and of itself shall not be, nor shall it be deemed to be, a
breach of this Agreement.

     

    (c) Cause.  The
Company shall have the right to terminate Executive’s employment for Cause, and
such termination in and of itself shall not be, nor shall it be deemed to be, a
breach of this Agreement.  For purposes of this Agreement, “Cause” shall mean
Executive’s (i) drug or alcohol use which impairs the ability of Executive to
perform his duties hereunder; (ii) conviction by a court of  competent
jurisdiction, or plea of “no contest”  or guilty to a criminal
offense; (iii) engaging in fraud, embezzlement or any other illegal conduct with
respect to the Company 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 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 ten (10) days after written notice
thereof.  The Company shall have the right to suspend Executive with
pay in order to investigate any event which it reasonably believes may provide a
basis to terminate Executive’s employment for Cause and such action shall not
give Executive Good Reason to terminate his employment.

     

    
      
         

      

      
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    (d) Good
Reason.  Executive may terminate his employment with the
Company for “Good Reason” within thirty (30) days after Executive has knowledge
of the occurrence, without Executive’s written consent, of one of the following
events that has not been cured, if curable, within thirty (30) days after
written notice thereof has been given by Executive to the Company and such
termination in and of itself shall not be, nor shall it be deemed to be, a
breach of this Agreement.  “Good Reason” shall be
limited to the following:  (i) any material and adverse change to
Executive’s duties which is inconsistent with his duties set forth herein, (ii)
a reduction of Executive’s Base Salary, or (iii) a failure by the Company to
comply with any other material provisions of this Agreement.

     

    (e) Without
Cause.  The Company shall have the right to terminate
Executive’s employment hereunder without Cause at any time by providing
Executive with a Notice of Termination and such termination shall not in and of
itself be, nor shall it be deemed to be, a breach of this
Agreement.

     

    (f) Without Good
Reason.  Executive shall have the right to terminate his
employment hereunder without Good Reason by providing the Company with a Notice
of Termination at least ninety (90) days prior to such termination, and such
termination shall not in and of itself be, nor shall it be deemed to be, a
breach of this Agreement.

     

    7. Termination
Procedure.

     

    (a) Notice of
Termination.  Any termination of Executive’s employment by the
Company or by Executive (other than termination pursuant to Section 6(a)) shall
be communicated by written Notice of Termination to the other party hereto in
accordance with Section 13 of this Agreement.  For purposes of this
Agreement, a “Notice
of Termination” shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive’s employment under the provision so
indicated.

     

    (b) Date of
Termination.  “Date of Termination”
shall mean (i) if Executive’s employment is terminated by his death, the date of
his death, (ii) if Executive’s employment is terminated pursuant to Section
6(b), thirty (30) days after Notice of Termination (provided that Executive
shall not have returned to the substantial performance of his duties on a
full-time basis during such thirty (30) day period), and (iii) if Executive’s
employment is terminated for any other reason, the date on which a Notice of
Termination is given or any later date (within ninety (90) days after the giving
of such notice) set forth in such Notice of Termination; provided, that, if applicable,
the Notice of Termination shall not be effective until the cure period has
expired and such event or events leading to such termination have not yet been
cured.

     

    
      
         

      

      
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    8. Compensation Upon
Termination.  In the event Executive’s employment is
terminated, the Company shall provide Executive with the payments set forth
below and shall not be required to provide any other payments or benefits to
Executive upon such termination.  Executive acknowledges and agrees
that the payments set forth in this Section 8 constitute liquidated damages for
termination of his employment and that prior to receiving any such payments
under this Section 8 and as a material condition thereof, Executive shall, if
requested by the Company, sign and agree to be bound by a general release of
claims (a “Release”) against the
Company and its affiliates related to Executive’s employment (and termination of
employment) with the Company 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 Company 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 Company or any of its affiliates.

     

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

     

    (i) as
soon as practicable following such termination, but in no event later than two
and one half months following the Date of Termination, the Company shall pay to
Executive: (A) his accrued, but unpaid Base Salary earned through the Date of
Termination, his accrued, but unpaid Bonus earned for the year immediately prior
to the year in which the Date of Termination occurs and any accrued, but unused
vacation pay through the Date of Termination (the “Accrued
Obligations”); (B) the target Bonus Executive would have earned for the
year of termination assuming targets had been achieved, pro-rated based on the
number of days Executive was employed by the Company during the year over the
number of days in such year (the “Pro-Rated Bonus”);
and

     

    (ii) commencing
on the Severance Payment Date (as defined below) and provided Executive does not
breach Section 9 of this Agreement following his termination in which case all
payments under this clause (ii) shall cease, the Company shall continue to pay
Executive the sum of his annual rate of Base Salary and target Bonus (assuming
targets had been achieved) in twelve (12) 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.  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”) (with the first such payment being a lump sum equal to the
aggregate severance payments Executive would have received during the prior
six-month period if no such delay had been imposed).  In no event will
the last installment payment be made later than December 31 of the year
following the year in which such severance amounts are no longer subject to a
substantial risk of forfeiture.  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

     

    
      
         

      

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

     

    (iv) Executive
shall be entitled to any other rights, compensation and/or benefits as may be
due to Executive in accordance with the terms and provisions of any agreements,
plans or programs of the Company.

     

    (b) Termination By the Company
for Cause or By Executive Without Good Reason.  If Executive’s
employment is terminated by the Company for Cause or by Executive (other than
for Good Reason):

     

    (i) the
Company shall pay Executive, as soon as practicable following such termination,
but in no event later than two and one half months following the Date of
Termination, the Accrued Obligations; and

     

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

     

    (c) Disability.  During
any period that Executive fails to perform his duties hereunder as a result of
incapacity due to physical or mental illness (“Disability Period”),
Executive shall continue to receive his full Base Salary set forth in Section
5(a) until his employment is terminated pursuant to Section 6(b) off-set, on a
dollar for dollar basis, by any insurance or social security payments made to
Executive relating to such disability.  In the event Executive’s
employment is terminated for Disability pursuant to Section 6(b):

     

    (i) the
Company shall pay to Executive as soon as practicable following such
termination, but in no event later than two and one half months following the
Date of Termination: (A) the Accrued Obligations and (B) a Pro-Rated Bonus;
and

     

    (ii) commencing
on the Severance Payment Date, the Company shall continue to pay Executive, in
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 (with the first such payment being a lump sum equal to
the aggregate severance payments Executive would have received during the prior
six-month period if no such delay had been imposed).  In no event will
the last installment payment be made later than December 31 of the year
following the year in which such severance amounts are no longer subject to a
substantial risk of forfeiture; and

     

    
      
         

      

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

     

    (iv) the
Company 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 Company.

     

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

     

    (i) the
Company shall pay in a lump sum to Executive’s beneficiary, legal
representatives or estate, as the case may be, the Accrued Obligations and
Pro-Rated Bonus as soon as practicable following such death but in no event
later than two and one half months following the Date of Termination;
and

     

    (ii) the
Company shall reimburse Executive’s beneficiary, legal representatives, or
estate, as the case may be, pursuant to Section 5 for reasonable expenses
incurred, but not paid prior to such termination of employment; and

     

    (iii) Executive’s
spouse and dependents shall be entitled to continue receiving health insurance
benefits that they were receiving as of the Date of Termination for one (1) year
following Executive’s death; provided, that, if the Company
is unable to continue the health insurance benefits following the Date of
Termination, the Company shall pay Executive’s spouse and dependents the cost of
similar health insurance benefits, not to exceed the cost the Company would
incur if Executive had continued to remain in the Company’s health plans, 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 Company.

     

    9. Restrictive
Covenants.

     

    
      
         

      

      
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    (a) Acknowledgments.  Executive
acknowledges that:  (i) as a result of Executive’s employment by the
Company, Executive has obtained and will obtain Confidential Information (as
defined below); (ii) the Confidential Information has been developed and created
by the Group at substantial expense and the Confidential Information constitutes
valuable proprietary assets; (iii) the Group will suffer substantial damage and
irreparable harm which will be difficult to compute if, during the Employment
Period and thereafter, Executive should enter a Competitive Business (as defined
herein) in violation of the provisions of this Agreement; (iv) the nature of the
Group’s business is such that it could be conducted anywhere in the world and
that it is not limited to a geographic scope or region; (v) the Group will
suffer substantial damage which will be difficult to compute if, during the
Employment Period or thereafter, Executive should solicit or interfere with the
Group’s employees, clients or customers or should divulge Confidential
Information relating to the business of the Group; (vi) the provisions of this
Agreement are reasonable and necessary for the protection of the business of the
Group; (vi) the Company would not have hired or continued to employ Executive
and the Parent would not have granted the options contemplated by the Prior
Agreement 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.  “Competitive Business”
as used in this Agreement shall mean any business which competes, directly or
indirectly, with any aspect of the Group’s business.  “Confidential
Information” as used in this Agreement shall mean any and all
confidential and/or proprietary knowledge, data, or information of the Group
including, without limitation, any: (A) trade secrets, drawings, inventions,
methodologies, mask works, ideas, processes, formulas, source and object codes,
data, programs, software source documents, works of authorship, know-how,
improvements, discoveries, developments, designs and techniques, and all other
work product of the Group, whether or not patentable or registrable under
trademark, copyright, patent or similar laws; (B) information regarding plans
for research, development, new service offerings and/or products, marketing,
advertising and selling, distribution, business plans, business forecasts,
budgets and unpublished financial statements, licenses, prices and costs,
suppliers, customers or distribution arrangements; (C) any information regarding
the skills and compensation of employees, suppliers, agents, and/or independent
contractors of the Group; (D) concepts and ideas relating to the development and
distribution of content in any medium or to the current, future and proposed
products or services of the Group; (E) information about the Group’s investment
program, trading methodology, or portfolio holdings; or (F) any other information, data or the like
that is labeled confidential or orally disclosed to Executive as
confidential.

     

    (b) Confidentiality.  In
consideration of the benefits provided for in this Agreement, Executive agrees
not to, at any time, either during the Employment Period or thereafter, divulge,
use, publish or in any other manner reveal, directly or indirectly, to any
person, firm, corporation or any other form of business organization or
arrangement and keep in the strictest confidence any Confidential Information,
except (i) as may be necessary to the performance of Executive’s duties
hereunder, (ii) with the Company’s express written consent, (iii) to the extent
that any such information is in or becomes in the public domain other than as a
result of Executive’s breach of any of his obligations hereunder, or (iv) where
required to be disclosed by court order, subpoena or other government process
and in such event, Executive shall cooperate with the Company in attempting to
keep such information confidential.  Upon the request of the Company,
Executive agrees to promptly deliver to the Company the originals and all
copies, in whatever medium, of all such Confidential Information.

     

    (c) Non-Compete.  In
consideration of the benefits provided for in this Agreement, Executive
covenants and agrees that during the Employment Period and for a period of six
(6) months following the termination of his employment for whatever reason, or
following the date of cessation of the last violation of this Agreement, or from
the date of entry by a court of competent jurisdiction of a final, unappealable
judgment enforcing this covenant, whichever of the foregoing is last to occur,
he will not, for himself, or in conjunction with any other person, firm,
partnership, corporation or other form of business organization or arrangement
(whether as a shareholder, partner, member, principal, agent, lender, director,
officer, manager, trustee, representative, employee or consultant), directly or
indirectly, be employed by, provide services to, in any way be connected,
associated or have any interest in, or give advice or consultation to any
Competitive Business.

     

    
      
         

      

      
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    (d) Non-Solicitation of
Employees. In consideration of the benefits provided for in this
Agreement, Executive covenants and agrees that during the Employment Period and
for a period of one (1) year thereafter, Executive shall not, without the prior
written permission of the Company, (i) directly or indirectly solicit, employ or
retain, or have or cause any other person or entity to solicit, employ or
retain, any person who is employed or is providing services to the Group at the
time of his termination of employment or was or is providing such services
within the twelve (12) month period before or after his termination of
employment or (ii) request or cause any employee of the Group to breach or
threaten to breach any terms of said employee’s agreements with the Group or to
terminate his or her 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
twenty-four (24) month period preceding, termination was a person or entity with
which the Group had entered into a binding contract; (ii) request or cause any
of the Group’s clients or customers to cancel or terminate any business
relationship with the Group involving services or activities which were directly
or indirectly the responsibility of Executive during his employment or (iii)
pursue any Group project known to Executive upon termination of his employment
that the Group is actively pursuing (or was actively pursuing within six months
of termination) while the Group is (or is contemplating) actively pursuing such
project.

     

    (f) Post-Employment
Property. The parties agree that any work of authorship, invention,
design, discovery, development, technique, improvement, source code, hardware,
device, data, apparatus, practice, process, method or other work product
whatever (whether patentable or subject to copyright, or not, and hereinafter
collectively called “discovery”) related to the business of the Group that
Executive, either solely or in collaboration with others, has made or may make,
discover, invent, develop, perfect, or reduce to practice during the Employment
Period, whether or not during regular business hours and created, conceived or
prepared on the Group’s premises or otherwise shall be the sole and complete
property of the Group.  More particularly, and without limiting the
foregoing, Executive agrees that all of the foregoing and any (i) inventions
(whether patentable or not, and without regard to whether any patent therefor is
ever sought), (ii) marks, names, or logos (whether or not registrable as trade
or service marks, and without regard to whether registration therefor is ever
sought), (iii) works of authorship (without regard to whether any claim of
copyright therein is ever registered), and (iv) trade secrets, ideas, and
concepts ((i) - (iv) collectively, “Intellectual Property
Products”) created, conceived, or prepared on the Group’s premises or
otherwise, whether or not during normal business hours, shall perpetually and
throughout the world be the exclusive property of the Group, as shall all
tangible media (including, but not limited to, papers, computer media of all
types, and models) in which such Intellectual Property Products shall be
recorded or otherwise fixed.  Executive further agrees promptly to
disclose in writing and deliver to the Company all Intellectual Property
Products created during his engagement by the Company, whether or not during
normal business hours.  Executive agrees that all works of authorship
created by Executive during his engagement by the Company shall be works made
for hire of which the Group is the author and owner of copyright. To the extent
that any competent decision-making authority should ever determine that any work
of authorship created by Executive during his engagement by the Company is not a
work made for hire, Executive hereby assigns all right, title and interest in
the copyright therein, in perpetuity and throughout the world, to the applicable
Group entity.  To the extent that this Agreement does not otherwise
serve to grant or otherwise vest in the Group all rights in any Intellectual
Property Product created by Executive during his engagement by the Company,
Executive hereby assigns all right, title and interest therein, in perpetuity
and throughout the world, to the Company.  Executive agrees to
execute, immediately upon the Company’s reasonable request and without charge,
any further assignments, applications, conveyances or other instruments, at any
time after execution of this Agreement, whether or not Executive is engaged by
the Company at the time such request is made, in order to permit the Group
and/or its respective assigns to protect, perfect, register, record, maintain,
or enhance their rights in any Intellectual Property Product; provided, that, the Company
shall bear the cost of any such assignments, applications or
consequences.   Upon termination of Executive’s employment with
the Company for any reason whatsoever, and at any earlier time the Company so
requests, Executive will immediately deliver to the custody of the person
designated by the Company all originals and copies of any documents and other
property of the Company in Executive’s possession, under Executive’s control or
to which he may have access.

     

    
      
         

      

      
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    (g) Non-Disparagement.
Executive acknowledges and agrees that he will not defame or publicly criticize
the services, business, integrity, veracity or personal or professional
reputation of the Group and its respective officers, directors, partners,
executives or agents thereof in either a professional or personal manner at any
time during or following the Employment Period.

     

    (h) Enforcement.  If
Executive commits a breach, or threatens to commit a breach, of any of the
provisions of this Section 9, the Company shall have the right and remedy to
have the provisions specifically enforced by any court having jurisdiction, it
being acknowledged and agreed by Executive that the services being rendered
hereunder to the Company are of a special, unique and extraordinary character
and that any such breach or threatened breach will cause irreparable injury to
the Group and that money damages will not provide an adequate remedy to the
Group.  Such right and remedy shall be in addition to, and not in lieu
of, any other rights and remedies available to the Company at law or in
equity.  Accordingly, Executive consents to the issuance of an
injunction, whether preliminary or permanent, consistent with the terms of this
Agreement.  In addition, the Company shall have the right to cease
making any payments or provide any benefits to Executive under this Agreement in
the event he breaches or threatens to breach any of the provisions hereof (and
such action shall not be considered a breach under the Agreement).

     

    (i) Blue
Pencil.  If, at any time, the provisions of this Section 9
shall be determined to be invalid or unenforceable under any applicable law, by
reason of being vague or unreasonable as to area, duration or scope of activity,
this Agreement shall be considered divisible and shall become and be immediately
amended to only such area, duration and scope of activity as shall be determined
to be reasonable and enforceable by the court or other body having jurisdiction
over the matter and Executive and the Company agree that this Agreement as so
amended shall be valid and binding as though any invalid or unenforceable
provision had not been included herein.

     

    (j) EXECUTIVE
ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS SECTION 9 AND HAS HAD THE
OPPORTUNITY TO REVIEW ITS PROVISIONS WITH ANY ADVISORS AS HE CONSIDERED
NECESSARY AND THAT EXECUTIVE UNDERSTANDS THIS AGREEMENT’S CONTENTS AND SIGNIFIES
SUCH UNDERSTANDING AND AGREEMENT BY SIGNING BELOW.

     

    10. Resolution of Differences
Over Breaches of Agreement.  The parties shall use good faith
efforts to resolve any controversy or claim arising out of, or relating to this
Agreement or the breach thereof, first in accordance with the Company’s internal
review procedures, except that this requirement shall not apply to any claim or
dispute under or relating to Section 9 of this Agreement.  If despite
their good faith efforts, the parties are unable to resolve such controversy or
claim through the Company’s internal review procedures, then such controversy or
claim shall be resolved by binding arbitration for resolution in New York, New
York in accordance with the rules and procedures of the Employment Dispute
Resolution Rules of the American Arbitration Association then in
effect.  The decision of the arbitrator shall be final and binding on
both parties, and any court of competent jurisdiction may enter judgment upon
the award.  Each party shall pay its own expenses, including legal
fees, in such dispute and shall split the cost of the arbitrator and the
arbitration proceedings.

     

    11. Indemnification.  The
Company agrees that if Executive is made a party or threatened to be made a
party to any action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that Executive is or was a director or
officer of the Company or any other entity within the Group or is or was serving
at the request of the Company or any other member of the Group as a director,
officer, member, employee or agent of another corporation or a partnership,
joint venture, trust or other enterprise, Executive shall be indemnified and
held harmless by the Company to the fullest extent authorized by the Company’s
by-laws and/or charter, as the same exists or may hereafter be amended, against
all expenses incurred or suffered by Executive in connection therewith, except
for willful misconduct or any acts (or omissions) of gross negligence by
Executive.

     

    12. Successors; Binding
Agreement.  The rights and benefits of Executive hereunder
shall not be assignable, whether by voluntary or involuntary assignment or
transfer by Executive.  This Agreement shall be binding upon, and
inure to the benefit of, the successors and assigns of the Company, and the
heirs, executors and administrators of Executive, and shall be assignable by the
Company to any entity acquiring substantially all of the assets of the Company,
whether by merger, consolidation, sale of assets or similar
transactions.

     

    
      
         

      

      
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    13. Notice.  For
the purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when delivered either personally or by overnight, certified or
registered mail, return receipt requested, postage prepaid, addressed, in the
case of Executive, to the last address on file with the Company and if to the
Company, to its executive offices or to such other address as any party may have
furnished to the other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.

     

    14. Governing
Law.  This Agreement is governed by, and is to be construed and
enforced in accordance with, the laws of the State of New York without regard to
principles of conflicts of laws.  If, under such law, any portion of
this Agreement is at any time deemed to be in conflict with any applicable
statute, rule, regulation or ordinance, such portion shall be deemed to be
modified or altered to conform thereto or, if that is not possible, to be
omitted from this Agreement, and the invalidity of any such portion shall not
affect the force, effect and validity of the remaining portion
hereof.

     

    15. Amendment.  No
provisions of this Agreement may be amended, modified, or waived unless such
amendment or modification has been approved by the Board and is agreed to in a
writing signed by Executive and a member of the Board (excluding Executive or
any other member of the Board who is also an employee of the Company), and such
waiver is set forth in writing and signed by the party to be
charged.  No waiver by either party hereto at any time of any breach
by the other party hereto of any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent
time.

     

    16. Survival.  The
respective obligations of, and benefits afforded to, Executive and the Company
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 is hereby terminated and canceled as of
the date hereof.

     

    
      
         

      

      
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    20. Section
Headings.  The section headings in this Agreement are for
convenience of reference only, and they form no part of this Agreement and shall
not affect its interpretation.

     

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

     

    22. Representation.  Executive
represents and warrants to the Company, and Executive acknowledges that the
Company has relied on such representations and warranties in employing
Executive, that neither Executive’s duties as an employee of the Company nor his
performance of this Agreement will breach any other agreement to which Executive
is a party, including without limitation, any agreement limiting the use or
disclosure of any information acquired by Executive prior to his employment by
the Company.  In the course of performing  Executive’s work
for the Company, Executive will not disclose or make use of any information,
documents or materials that Executive is under any obligation to any other party
to maintain in confidence.  In addition, Executive represents and
warrants and acknowledges that the Company has relied on such representations
and warranties in employing Executive, that he has not entered into, and will
not enter into, any agreement, either oral or written, in conflict
herewith.  If it is determined that Executive is in breach or has
breached any of the representations set forth herein, the Company shall have the
right to terminate Executive’s employment for Cause.

     

    23. 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 to 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
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    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.

     

    


    


    GREENLIGHT
REINSURANCE, LTD.

     

    By:   /s/ Leonard
Goldberg                                                                

    Name:  Leonard
Goldberg

    Title:   CEO &
Director

    


    
 

    /s/ Barton
Hedges                                                      

    Barton Hedges

    


    



    
      
         


      

      
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