lgcontract.htm


    EXHIBIT
10.1

    AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

    


     

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

     

    WHEREAS,
the Company and the Subsidiary (referred to collectively herein as the “Employer”) previously
entered into an employment agreement with Executive dated as of August 1, 2008
(the “Prior
Agreement”) pursuant to which the Executive serves as Chief Executive
Officer of each of the Company and the Subsidiary (“CEO”);
and

     

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

     

    WHEREAS,
the Employer and Executive desire to amend and restate the Prior Agreement in
order to comply with Section 457A of the U.S. Internal Revenue Code of 1986, as
amended (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
Employer hereby agrees to continue to employ Executive as the CEO, and Executive
hereby accepts such continued employment, on the terms and conditions
hereinafter set forth.

     

    2. Term.  The
period of employment of Executive by the Employer under this Agreement (the
“Employment
Period”) shall commence on December 30, 2008 (the “Effective Date”) and
shall continue through August 14, 2011.  The Employment Period may be
sooner terminated by either party in accordance with Section 6 of this
Agreement.  This Agreement is conditioned upon the Employer
maintaining a work permit for Executive and Executive complying with the Cayman
Islands Immigration laws and regulations from time to time in
force.

     

    3. Position and
Duties.  During the Employment Period, Executive shall serve as
CEO and shall report directly to the Board of Directors of the Company (the
“Board”).
Executive shall have those powers and duties normally associated with the
position of CEO of entities comparable to the Employer and such other powers and
duties as may be prescribed by the Board; provided that, such other
powers and duties are consistent with Executive’s position as CEO and do not
violate any applicable laws or regulations.  Executive shall perform
his duties to the best of his abilities and shall devote all of his working
time, attention and energies to the performance of his duties for the
Employer.  During the Employment Period, it is anticipated that
Executive shall also serve as a member of the Board for no additional
compensation, subject to his continued election to serve on the Board by the
Company’s shareholders.  If requested by the Board, Executive shall
also serve as an officer and/or director of other subsidiaries or affiliates of
the Employer for no additional compensation.

     


    
      
         


      

      
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    4. Place of
Performance.  The Employer’s principal place of business is the
Cayman Islands.  Executive shall be required to maintain a residence
in the Cayman Islands as necessary to perform his duties
hereunder.  During the Employment Period, Executive shall comply with all Employer
policies, as may be amended from time to time, including, without limitation,
conducting the business affairs of the Employer such that neither entity is
deemed to be engaging in a trade or business within the United
States.

     

    5. Compensation and Related
Matters.

     

    (a) Base Salary and
Bonus.  During the Employment Period, the Subsidiary shall pay
Executive a base salary at the rate of not less than US $400,000 per year
(“Base Salary”).  Executive’s
Base Salary shall be paid in accordance with the Subsidiary’s customary payroll
practices.  The Board shall periodically review Executive’s Base
Salary for increase (but not decrease), consistent with the compensation
practices and guidelines of the Subsidiary.  If Executive’s Base
Salary is increased by the Board, such increased Base Salary shall then
constitute the Base Salary for all purposes of this Agreement.  In
addition to Base Salary, during the Employment Period, Executive shall be
eligible for an annual bonus based on pre-established individual and Company
performance metrics established by the Board after consulting with Executive
with a target of 125% of Base Salary (the “Bonus”).  Any
Bonus earned during a calendar year shall be paid in accordance with the bonus
payment provisions of the Company’s Compensation Plan, as amended from time to
time, and shall be subject to such other terms and conditions as are set forth
therein.

     

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

     

    (c) Vacation.  During
the Employment Period, Executive shall be entitled to six (6) weeks of paid
vacation per year to be used and accrued in accordance with the Employer’s
policies as they may be established from time to time.  In addition to
vacation, Executive shall be entitled to the number of sick days, personal days
and national holidays per year to which other senior executive officers of the
Employer with similar tenure are entitled under the Employer’s policies, but in
no event less than the minimum days mandated by Cayman Islands statutory
requirements.

     


    
      
         


      

      
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    (d) Welfare and Pension Plans;
Tax Preparation. During the Employment Period, Executive shall be
entitled to participate in such employee benefit plans and insurance programs
offered by the Employer (including, without limitation, the Subsidiary’s
statutory pension plan), or which it may adopt from time to time, for its
employees, in accordance with Cayman Islands Laws and regulations from time to
time in force and in accordance with the eligibility requirements for
participation therein.  In addition, during the Employment Period, the
Subsidiary shall reimburse Executive for his reasonable expenses incurred in
having an accountant assist and prepare his annual tax return (such
reimbursements to be made in accordance with Section 5(b) above).

     

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

     

    (f) Stock
Options.

     

    (i) On
the third Nasdaq trading day following the Company’s release of earnings results
for the quarterly period ended June 30, 2008, the Company will grant Executive a
stock option (an “Option”) to acquire
80,000 shares of the Company’s Class A Ordinary Shares, $0.10 par value per
share (“Shares”) at an
exercise price per Share equal to the greater of (a) the fair market value per
Share as of the date of grant and (b) 1.7 times the Company’s fully diluted book
value per Share as of June 30, 2008, under such terms and conditions as provided
for under the Company’s existing stock incentive plan (the “Plan”) which are not
inconsistent with clauses (ii) and (iii) below.

     

    (ii) The
Options described herein shall be granted subject to the following terms and
conditions:  (A) the Options shall be granted under and subject to the
Plan; (B) the exercise price per Share subject to the Options shall be equal to
the greater of (1) the fair market value per Share as of the date of grant and
(2) 1.7 times the Company’s fully diluted book value per Share as of the
immediately proceeding quarter-end before grant; (C) the Options shall be vested
25% immediately and as to 25% of the Shares subject thereto on each of the first
three anniversaries of the date of grant; provided, that, the Options
shall cease to vest upon Executive’s termination of employment with the
Employer; (D) the Options shall be exercisable for the ten (10) year period
following the date of grant; provided, that, except as
otherwise provided herein, upon Executive’s termination of employment with the
Employer for any reason, any unvested portion of the Options shall automatically
terminate and the vested portion of the Options shall remain exercisable for 90
days after Executive’s termination of employment with the Employer; and
(E) the Options shall be evidenced by, and subject to, a stock option
agreement whose terms and conditions are consistent with the terms
hereof.

     


    
      
         


      

      
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    (iii) The
Options shall provide that upon a termination of employment by the Employer for
Cause (as defined below), the Options (whether or not vested) shall
terminate.  Upon a termination of employment due to Executive’s death
or Disability (as defined below), or for Family Reasons (as defined below), any
unvested portion of the Options shall terminate and any vested portion shall
remain exercisable for the remainder of its term (except that on a termination
for Family Reasons, the vested portion shall terminate if the Executive becomes
employed by a Competing Entity (as defined below)).  Upon a
termination of employment by the Employer without Cause or by Executive for Good
Reason (as defined below), or upon the expiration of the Employment Period where
the Employer has failed to offer Executive continued employment, any unvested
portion of the Options shall vest, and the Options (including the portion which
becomes vested pursuant to this clause (iii)) shall remain exercisable for the
remainder of their term.

     

    (iv) On
the third Nasdaq trading day following the Company’s release of earnings results
for the quarterly periods ended on each of June 30, 2009 and June 30, 2010, the
Company shall grant Executive an additional Option to acquire 80,000
Shares.  All Options granted pursuant to this Section 5(f)(iv) shall
be subject to the same terms and conditions as provided in Section 5(f) (ii) –
(iii) above.

     

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

     

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

     

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

     

    (c) Cause.  The
Employer shall have the right to terminate Executive’s employment for Cause, and
such termination in and of itself shall not be, nor shall it be deemed to be, a
breach of this Agreement.  For purposes of this Agreement, “Cause” shall mean
Executive’s (i) drug or alcohol use which impairs the ability of Executive to
perform his duties hereunder; (ii) conviction by a court of  competent
jurisdiction, or plea of “no contest”  or guilty to a criminal
offense; (iii) engaging in fraud, embezzlement or any other illegal conduct with
respect to the Employer or any of its affiliates (collectively, the “Group”); (iv)
willfully violating the Restrictive Covenants set forth in Section 9 of this
Agreement; (v) willfully failing or refusing to perform his duties hereunder
(other than such failure caused by Executive’s Disability or while on vacation)
after a written demand for performance is delivered to Executive by
the Board which specifically identifies the manner in which the Board believes
that Executive has failed or refused to perform his duties; or (vi) breach of
any material provision of this Agreement or any Group policies related to
conduct which is not cured, if curable, within 10 days after written notice
thereof.  The Employer shall have the right to suspend Executive with
pay in order to investigate any event which it reasonably believes may provide a
basis to terminate Executive’s employment for Cause and such action shall not
give Executive Good Reason to terminate his employment.


    (d) Good
Reason.  Executive may terminate his employment with the
Employer for “Good
Reason” within thirty (30) days after Executive has knowledge of the
occurrence, without Executive’s written consent, of one of the following events
that has not been cured, if curable, within thirty (30) days after written
notice thereof has been given by Executive to the Employer and such termination
in and of itself shall not be, nor shall it be deemed to be, a breach of this
Agreement.  “Good Reason” shall be
limited to the following:  (i) any material and adverse change to
Executive’s duties or authority which is inconsistent with his title and
position set forth herein, (ii) a diminution of Executive’s title or position;
(iii) a reduction of Executive’s Base Salary, (iv) a failure by the Employer to
comply with any other material provisions of this Agreement, or (v) upon a
Change in Control of the Company (as defined below).  For purposes of
this Agreement, the term “Change in Control of the
Company” means the occurrence of one of the following events: (i) any
“person” or “group” becomes the “beneficial owner” (as such terms are used in
Rule 13d-3 promulgated under the U.S. Securities Exchange Act of 1934, as
amended, except that a person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to acquire,
whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of 51% or more of the Shares (measured by voting
power rather than number of Shares); provided, however, that an
event described in this clause (i) shall not be deemed to be a Change in Control
of the Company if any of following becomes such a beneficial owner: (A) any
tax-qualified, broad-based employee benefit plan sponsored or maintained by the
Employer or any other member of the Group, (B) any Company underwriter
temporarily holding securities pursuant to an offering of such securities, or
(C) any person or group pursuant to a Non-Qualifying Transaction (as defined in
clause (ii)); or (ii) the Company consolidates or merges with or into any other
person or group or sells, assigns, conveys, transfers, leases or otherwise
disposes of all or substantially all of its assets and the assets of the
Company’s direct and indirect subsidiaries (on a consolidated basis) to any
other person or group, in either one transaction or a series of related
transactions which occur within six months, other than a consolidation or merger
or disposition of assets: (A) of or by the Company into or to a 100% owned
subsidiary of the Company, or (B) pursuant to a transaction in which the
outstanding Shares are changed into or exchanged for securities or other
property with the effect that the beneficial owners of the outstanding Shares
immediately prior to such transaction, beneficially own, directly or indirectly,
at least a majority of the Shares (measured by voting power rather than number
of shares) of the surviving corporation or the person or group to whom the
Company’s assets are transferred immediately following such transaction (any
transaction which satisfies the criteria specified in (A) or (B) above shall be
deemed to be a “Non-Qualifying
Transaction”).

     

    (e) Without
Cause.  The Employer shall have the right to terminate
Executive’s employment hereunder without Cause at any time by providing
Executive with a 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.

       

    

    
      
         


      

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

     

    (g) Expiration of the Employment
Period.  Executive’s employment shall automatically terminate
upon expiration of the Employment Period and such termination shall not be a
breach of this Agreement; provided, that, unless
otherwise agreed to by the parties hereto, if the Employer does not notify
Executive at least six (6) months prior to the expiration of the Employment
Period of its intention to offer him continued employment on comparable terms,
then upon such expiration, Executive’s employment shall be deemed to be
terminated under Section 6(e) of this Agreement.

     

    (h) Family
Reasons.  Executive or the Employer shall each have the right
to terminate Executive’s employment hereunder for Family Reasons by providing
the other party with a Notice of Termination at least one hundred and eighty
(180) days prior to such termination, and such termination shall not in and of
itself be, nor shall it be deemed to be, a breach of this
Agreement.  For purposes of this Agreement, “Family Reasons” shall
mean either (i) Executive’s permanent retirement from the insurance/reinsurance
industry, or (ii) a determination by the Board that due to personal reasons
Executive is unable to effectively perform his duties under Section 3 of this
Agreement.  The determination as to whether Executive has retired or
is unable to effectively perform his duties shall be made solely by the Board in
good faith after considering the circumstances surrounding such event which
shall include, without limitation, a material change in Executive’s immediate
family caused by the death or disability of an immediate family
member.

     

    7. Termination
Procedure.

     

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

     

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

     


    
      
         


      

      
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    Termination;
provided, that, if applicable,
the Notice of Termination shall not be effective until the cure period has
expired and such event or events leading to such termination have not yet been
cured.

     

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

     

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

     

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

     

    (ii) commencing
on the Severance Payment Date (as defined below) and provided Executive does not
breach Section 9 of this Agreement following his termination in which case all
payments under this clause (ii) shall cease, the Subsidiary shall continue to
pay Executive the sum of his annual rate of Base Salary and target Bonus
(assuming targets had been achieved) in 12 equal monthly
installments.  For purposes of this Agreement, the “Severance Payment
Date” shall mean the first payroll date following the applicable
revocation period set forth in the Release contemplated in this Section
8.

     


    
      
         


      

      
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    (iii) 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 final payment be made later than December 31 of the year following the year
in which the severance payments 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

     

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

     

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

     

    (b) Termination By the Employer
for Cause, By Executive Without Good Reason or Expiration of Employment
Period.  If Executive’s employment is terminated by the
Employer for Cause or by Executive (other than for Good Reason) or upon
expiration of the Employment Period (except as provided in Section
6(g)):

     

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

     

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

     

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

     

    
      
         

      

      
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    (i) the
Subsidiary 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 Subsidiary shall continue to pay Executive,
in equal monthly installments, his annual rate of Base Salary for the lesser of
(A) one year following the Date of Termination or (B) until such time as any
Employer long-term disability benefit plan becomes available to
Executive.  Notwithstanding the foregoing, if the Board (or its
delegate) determines in its discretion that payments due under this Section
8(c)(ii) are “nonqualified deferred compensation” subject to Section 409A of the
Code and that Executive is a “specified employee” as defined in Section
409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued
thereunder, then such payments shall commence on the Specified Employee
Severance Payment Date (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 final installment payment be made later than December 31 of the year
following the year in which the severance amounts are no longer subject to a
substantial risk of forfeiture.

     

    (iii) the
Subsidiary shall provide Executive the health insurance benefits that he was
receiving immediately prior to the Date of Termination, for the lesser of (A)
one year following the Date of Termination or (B) until such time as any
Employer long-term disability benefit plan becomes available to Executive; provided, that, if the
Subsidiary is unable to continue the health insurance benefits following the
Date of Termination, the Subsidiary shall pay Executive the cost of similar
health insurance benefits, not to exceed the cost the Subsidiary would incur if
Executive had continued to remain in the Subsidiary’s health plans, such
payments to be made no later than the one year anniversary of the Date of
Termination; and

     

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

     

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

     

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

     

    
      
         

      

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

     

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

     

    (iii) Executive’s
spouse and dependents shall be entitled to continue receiving health insurance
benefits that they were receiving as of the Date of Termination for one (1) year
following Executive’s death; provided, that, if the
Subsidiary is unable to continue the health insurance benefits following the
Date of Termination, the Subsidiary shall pay Executive’s spouse and dependents
the cost of similar health insurance benefits, not to exceed the cost the
Subsidiary would incur if Executive had continued to remain in the Subsidiary’s
health plans, such payments to be made no later than the one year anniversary of
the Date of Termination; and

     

    (iv) Executive’s
beneficiary, legal representatives or estate, as the case may be, shall be
entitled to any other rights, compensation and benefits as may be due to any
such persons or estate in accordance with the terms and provisions of any
agreements, plans or programs of the Employer.

     

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

     

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

     

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

     

    (iii) Executive
shall be entitled to any other rights, compensation and/or benefits as may be
due to Executive in

    accordance
with the terms and provisions of any agreements, plans or programs of the
Employer.

     

    9. Restrictive
Covenants.

     

    
      
         

      

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

     

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

     


    
      
         


      

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

     

    (d) Non-Solicitation of
Employees. In consideration of the benefits provided for in this
Agreement, Executive covenants and agrees that during the Employment Period and
for a period of one (1) year thereafter, Executive shall not, without the prior
written permission of the Employer, (i) directly or indirectly solicit, employ
or retain, or have or cause any other person or entity to solicit, employ or
retain, any person who is employed or is providing services to the Group at the
time of his termination of employment or was or is providing such services
within the twelve (12) month period before or after his termination of
employment or (ii) request or cause any employee of the Group to breach or
threaten to breach any terms of said employee’s agreements with the Group or to
terminate his or his employment with the Group.

     

    (e) Non-Solicitation of Clients
and Customers.  In consideration of the benefits provided for
in this Agreement, Executive covenants and agrees that during the Employment
Period and for a period of one (1) year thereafter, he will not, for himself, or
in conjunction with any other person, firm, partnership, corporation or other
form of business organization or arrangement (whether as a shareholder, partner,
member, lender, principal, agent, director, officer, manager, trustee,
representative, employee or consultant), directly or indirectly:  (i)
solicit or accept any business that is directly related to the business of the
Group, from any person or entity who, at the time of, or at the time during the
twelve months preceding such termination, was an existing or prospective
customer or client of the Group; (ii) request or cause any of the Group’s
clients or customers to cancel or terminate any business relationship with the
Group involving services or activities which were directly or indirectly the
responsibility of Executive during his employment or (iii) pursue any Group
project known to Executive upon termination of his employment that the Group is
actively pursuing (or was actively pursuing within six months of termination)
while the Group is (or is contemplating) actively pursuing such
project.

     

    (f) Post-Employment
Property. The parties agree that any work of authorship, invention,
design, discovery, development, technique, improvement, source code, hardware,
device, data, apparatus, practice, process, method or other work product
whatever (whether patentable or subject to copyright, or not, and hereinafter
collectively called “discovery”) related to the business of the Group that
Executive, either solely or in collaboration with others, has made or may make,
discover, invent, develop, perfect, or reduce to practice during the Employment
Period, whether or not during regular business hours and created, conceived or
prepared on the Group’s premises or otherwise shall be the sole and complete
property of the Group. More particularly, and without limiting


     

    
      
         


      

      
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    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 Employer, whether or not during
normal business hours.  Executive agrees that all works of authorship
created by Executive during his engagement by the Employer shall be works made
for hire of which the Group is the author and owner of copyright.  To
the extent that any competent decision-making authority should ever determine
that any work of authorship created by Executive during his engagement by the
Employer is not a work made for hire, Executive hereby assigns all right, title
and interest in the copyright therein, in perpetuity and throughout the world,
to the applicable Group entity.  To the extent that this Agreement
does not otherwise serve to grant or otherwise vest in the Group all rights in
any Intellectual Property Product created by Executive during his engagement by
the Employer, Executive hereby assigns all right, title and interest therein, in
perpetuity and throughout the world, to the Employer.  Executive
agrees to execute, immediately upon the Employer’s reasonable request and
without charge, any further assignments, applications, conveyances or other
instruments, at any time after execution of this Agreement, whether or not
Executive is engaged by the Employer at the time such request is made, in order
to permit the Group and/or its respective assigns to protect, perfect, register,
record, maintain, or enhance their rights in any Intellectual Property Product;
provided, that, the Employer
shall bear the cost of any such assignments, applications or
consequences.   Upon termination of Executive’s employment with
the Employer for any reason whatsoever, and at any earlier time the Employer so
requests, Executive will immediately deliver to the custody of the person
designated by the Employer all originals and copies of any documents and other
property of the Employer in Executive’s possession, under Executive’s control or
to which he may have access.

     

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

     

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

    
      
         

      

      
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    (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 Employer agree that this Agreement as so
amended shall be valid and binding as though any invalid or unenforceable
provision had not been included herein.

     

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

     

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

     

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

     

    
      
         

      

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

     

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

     

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

     

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

     

    16. Survival.  The
respective obligations of, and benefits afforded to, Executive and the Employer
as provided in Section 9 of this Agreement shall survive the termination of this
Agreement.

     

    17. No Conflict of
Interest.  During the Employment Period, Executive shall not,
directly or indirectly, render service, or undertake any employment or
consulting agreement with another entity without the express written consent of
the Board.

     

    18. Counterparts.  This
Agreement may be executed in two or more-counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.

     

    19. Entire
Agreement.  This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto in respect of such
subject matter.  Any prior agreement of the parties hereto in respect
of the subject matter contained herein including, without limitation, the Prior
Agreement, is hereby terminated and canceled as of the date hereof.

     

    
      
         

      

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

     

    23. Section 409A of the
Code.

     

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

     

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

     

    24. Review by
Counsel.  Executive represents and warrants that this Agreement
is the result of full and otherwise fair faith bargaining over its terms
following a full and otherwise fair opportunity to have legal counsel for
Executive review this Agreement and verify that the terms and provisions of this
Agreement are reasonable and enforceable.  Executive acknowledges that
he has read and understands the foregoing provisions and that such provisions
are reasonable and enforceable.  This Agreement has been jointly
drafted by both parties.

     

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

     

    GREENLIGHT
CAPITAL RE, LTD.

     

    By:   /s/ Bryan
Murphy                                                      

            Name:
Bryan Murphy

            Title:
Director

    


    


    GREENLIGHT
REINSURANCE, LTD.

     

    By:   /s/ Bryan
Murphy                                                      

    Name:  Bryan
Murphy

    Title: Director

    


    


    


    /s/ Leonard
Goldberg                                                                

    Leonard Goldberg

    Executive

    


    



    
      
         


      

      
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