mandava_aug08.htm


    


    


    


    


    FLAGSTONE
RÉASURANCE SUISSE SA (BERMUDA)

    


    


    and

    


    


    VENKATESWARA
MANDAVA

    


    


    


    _______________________________

    


    EMPLOYMENT
AGREEMENT

    _______________________________

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    THIS AGREEMENT is made as of the 21st Day of August, 2008 between Flagstone Réassurance Suisse SA (Bermuda), a
Bermuda exempted company whose registered office is situated at Crawford House,
23 Church Street, Hamilton HM 11, Bermuda (the “Company”); and  Venkateswara Mandava of Paget Gardens Upper, #
9 Astwood Road, Paget, DV04, Bermuda (the “Employee”).  This agreement
supersedes any other previously dated agreements made between the Employee and
the Company or any of its affiliates.

     

    
      
        
          	
                  WHEREBY
      IT IS AGREED as follows:

                


        

      

      


      
        	
                1)

              	
                Definitions
      and Interpretation

              


      

      Headings
in this document do not affect interpretation and are for convenience only. In
addition to the words and expressions hereinbefore defined the following words
and expressions shall have the meanings hereinafter ascribed to
them:

      
        	
                 
      

              	
                a)

              	
                “Affiliate” means a
      company which is a subsidiary of another company or 2 or more companies
      which are both subsidiaries of the same company or each of them is
      controlled by the same person.  For the purposes of this
      definition, “control”, when used with respect to any company, means the
      power to direct the management and policies of such company, directly or
      indirectly, whether through the ownership of voting securities, by
      contract or otherwise; and the terms “controlling” and “controlled” have
      meanings correlative to the
foregoing;

              


      

      
        	
                 
      

              	
                b)

              	
                “Bonus Payment Date” has
      the meaning set out in paragraph 6 of Schedule
  1;

              


      

      
        	
                 
      

              	
                c)

              	
                “Business Day” means any
      day normally treated as a business day in
  Bermuda;

              


      

      
        	
                 
      

              	
                d)

              	
                “Cause”
      means:

              


      

      
        	
                 
      

              	
                (i)

              	
                a
      material breach by the Employee of any contract between the Employee and
      the Company;

              


      

      
        	
                 
      

              	
                (ii)

              	
                the
      wilful and continued failure or refusal by the Employee to perform any
      duties reasonably required by the Company, after notification by the
      Company of such failure or refusal, and failing to correct such behaviour
      within 20 days of such
notification;

              


      

      
        	
                 
      

              	
                (iii)

              	
                commission
      by the Employee of a criminal offence or other offence of moral
      turpitude,

              


      

      
        	
                 
      

              	
                (iv)

              	
                perpetration
      by the Employee of a dishonest act or common law fraud against the Company
      or a client thereof;

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
 

      
        	
                 
      

              	
                (v)

              	
                the
      Employee wilfully engaging in misconduct which is materially injurious to
      the Company, including without limitation, the disclosure of any trade
      secrets, financial models, or computer software to persons outside the
      Company without the consent of the
Company.

              


      

      
        	
                 
      

              	
                e)

              	
                “Commencement Date” has
      the meaning set out in paragraph 3 of Schedule
  1;

              


      

      
        	
                 
      

              	
                f)

              	
                “Employment” means the
      employment of the Employee pursuant to this
  Agreement;

              


      

      
        	
                 
      

              	
                g)

              	
                “Intellectual Property
      Rights” means rights in inventions, patents, trademarks, service
      marks, design rights (whether registrable or otherwise), trade and
      business names, copyrights (including rights in computer software),
      database rights and semiconductor topography rights (whether or not any of
      these is registered and including applications for registrations) and all
      rights or terms of protection of a similar nature or having equivalent or
      similar effect to any of these which may subsist anywhere in the
      world;

              


      

      
        	
                 
      

              	
                h)

              	
                “Staff Policy Manual”
      means such document or documents produced by the Company which set
      out the policies and procedures of the Company and which may be amended
      from time to time;

              


      

      
        	
                 
      

              	
                i)

              	
                “Termination Date” means
      the date on which the Employee’s employment with the Company ceases either
      for reason of the conclusion of the fixed term of the Employment or for
      reason of the termination of the Employment in accordance with the
      provisions of this Agreement.

              


      

      


      
        	
                2)

              	
                Appointment

              


      

      
        	
                 
      

              	
                a)

              	
                The
      Company hereby appoints the Employee and the Employee hereby accepts the
      position set out in paragraph 1 of Schedule 1 and shall have such
      responsibilities as the Company may from time to time
    direct.

              


      

      
        	
                 
      

              	
                b)

              	
                The
      Employee may be required to provide services to affiliates of the
      Company.

              


      

      
        	
                 
      

              	
                c)

              	
                The
      foregoing appointment shall be subject
to:-

              


      

      
        	
                 
      

              	
                i)

              	
                satisfactory
      reference/background checks conducted by or on behalf of the Company;
      and

              


      

      
        	
                 
      

              	
                ii)

              	
                where
      applicable, this appointment shall be subject to the grant and maintenance
      of a work permit from the Government of
Bermuda.

              


      

       

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                3)

              	
                Duration
      of Appointment

              


      

      The
Employment shall be deemed to have commenced on the Commencement Date and shall
continue unless terminated in accordance with the provisions of this
Agreement.

      


      
        	
                4)

              	
                Place
      of Employment

              


      

      The
Employee’s place of employment is set out in paragraph 2 of Schedule
1.

      


      
        	
                5)

              	
                Compensation

              


      

      
        	
                 
      

              	
                a)

              	
                Salary,
      Benefits and Deductions from Salary

              


      

      
        	
                 
      

              	
                i)

              	
                The
      salary payable to the Employee shall be the sum as set out in paragraph 4
      of Schedule 1, and shall be payable by equal monthly instalments in
      arrears on the last Business Day of each
month.

              


      

      
        	
                 
      

              	
                ii)

              	
                The
      Company shall review the salary annually in January and the rate of salary
      may, at the Company’s sole discretion, be increased effective from the
      date of review.

              


      

      
        	
                 
      

              	
                iii)

              	
                The
      Company shall be required by law to deduct from the Employee’s salary the
      amounts set out in paragraph 5 of Schedule
1.

              


      

      
        	
                 
      

              	
                b)

              	
                Bonus

              


      

      
        	
                 
      

              	
                i)

              	
                The
      Company may, but shall not be obliged to, pay an annual bonus in
      accordance with this paragraph 6 of Schedule
1.

              


      

      
        	
                 
      

              	
                ii)

              	
                Bonuses
      payable on the first Bonus Payment Date will be assessed on salary earned
      by the Employee since the January 1st
      2008 and December 31, 2008 and thereafter on the calendar
      year.

              


      

      
        	
                 
      

              	
                iii)

              	
                The
      Company shall not be liable to pay any bonus to the Employee if the
      Termination Date occurs between Bonus Payment Dates even if the
      termination was not for cause at
law.

              


      

      


      
        	
                6)

              	
                Vacation

              


      

      The
Employee shall be entitled to paid vacation in accordance with paragraph 7 of
Schedule 1, such vacation to be taken in accordance with the Staff Policy
Manual.

       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                7)

              	
                Amendments
      and Waivers

              


      

      
        	
                 
      

              	
                (a)

              	
                No
      amendments to the provisions of this Agreement shall be effective unless
      in writing and signed by the parties hereto or their duly authorized
      representatives.

              


      

      
        	
                 
      

              	
                 (b)

              	
                All
      rights, remedies and powers conferred upon the parties hereto are
      cumulative and shall not be deemed or construed to be exclusive of any
      other rights, remedies or powers now or hereafter conferred upon the
      parties hereto or either of them by law or
  otherwise.

              


      

      
        	
                 
      

              	
                (c)

              	
                Any
      failure at any time to insist upon or enforce any such right, remedy or
      power shall not be construed as a waiver
  thereof.

              


      

      
        	
                8)

              	
                Warranty

              


      

      The
Employee represents and warrants that he is not a party to any agreement,
contract (whether of employment or otherwise) or understanding, which would in
any way restrict or prohibit him from:

      
        	
                 
      

              	
                a)

              	
                Undertaking
      or performing any of the duties of the Employment in accordance with the
      terms and conditions of this Agreement;
or

              


      

      
        	
                 
      

              	
                b)

              	
                Utilizing
      any materials which the Employee proposes to use in the course of his
      employment with the Company whether in hard copy or stored in an
      electronic storage device.

              


      

      
        	
                9)

              	
                Covenants

              


      

      
        	
                 
      

              	
                a)

              	
                The
      Employee expressly covenants that all Intellectual Property Rights
      relating in anyway to the business activities (or incidental to the use of
      company time and or property) of the Company or its Affiliates which may
      be discovered, invented, improved or developed by the Employee during his
      Employment with the Company, whether during regular
      office hours or otherwise and whosesoever discovered, invented, improved
      or developed will be the exclusive and sole property of the Company and
      its Affiliates.

              


      

      
        	
                 
      

              	
                b)

              	
                The
      Employee undertakes to disclose promptly to the Company and hereby assigns
      to the Company without further compensation, all rights, title and
      interest in the said discoveries, inventions, improvements and
      developments whether conceived and developed solely by the Employee or
      jointly with others and will on the request of the Company execute all
      documents and do all such things as may be requested by the Company or its
      Affiliates to confirm or perfect the rights title and interest in such
      property provided that the Company will bear all costs and expenses
      associated therewith.

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      10)           Notice

      
        	
                 
      

              	
                a)

              	
                Any
      notice required or authorized hereunder shall be in writing and may be
      served:-

              


      

      i)           by
personal delivery; or

      
        	
                 
      

              	
                ii)

              	
                by
      first class post if to an address in the same country as the sender;
      or

              


      

      
        	
                 
      

              	
                iii)

              	
                by
      air mail post if to an address outside the sender’s country;
      or

              


      

      
        	
                 
      

              	
                iv)

              	
                by
      facsimile; or

              


      

      
        	
                 
      

              	
                v)

              	
                by
      email with a receipt evidencing that the recipient has read the
      email.

              


      

      
        	
                 
      

              	
                b)

              	
                In
      proving service of any notice hereunder it shall be sufficient to
      prove:-

              


      

      
        	
                 
      

              	
                i)

              	
                in
      the case of a notice delivered personally, that it was left at the address
      for notices herein or any substituted
address;

              


      

      
        	
                 
      

              	
                ii)

              	
                in
      the case of a notice sent by post, that the envelope containing the notice
      was properly addressed to the address for notices herein or any
      substituted address, stamped and posted, in which case it will be deemed
      effective three days after the date on which it was posted;
      and

              


      

      
        	
                 
      

              	
                iii)

              	
                in
      the case of a notice sent by facsimile, that it was properly transmitted
      to the last known facsimile number;
and

              


      

      
        	
                 
      

              	
                iv)

              	
                in
      the case of a notice sent by email that the computer of the person sending
      the email message has generated a receipt evidencing that the recipient
      has read the email message.

              


      

      
        	
                 
      

              	
                c)

              	
                The
      address for service of notices on the Company is at its principal place of
      business.

              


      

      
        	
                 
      

              	
                d)

              	
                The
      address for service of notices on the Employee is at his residence on the
      records of the Company.

              


      

      


      11)           Confidentiality

      
        	
                 
      

              	
                a)

              	
                The
      Employee shall not at any time during his employment (except as is
      necessary and proper in the course of his employment) or at any time after
      the Termination Date disclose to any person any information as to the
      practice, business dealings or affairs of the Employer, its affiliates or
      any of the Employer’s customers or clients or as to any other matters
      which may come to his knowledge by reason of his employment with the
      Company.

              


      

      
        
        

      

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      
        
          
          

        

        
          	
                   
      

                	
                  b)

                	
                  The
      Employee shall at the time of executing this Agreement execute the
      undertaking of Secrecy attached in Schedule
2.

                


        

         

      

      
        	
                12)

              	
                Notice
      of Termination

              


      

      Subject
to Clause 13, this Agreement may be terminated in accordance with paragraph 8 of
Schedule 1.

      


      
        	
                13)

              	
                Summary
      Dismissal for Cause

              


      

      The Company reserves the right to
summarily dismiss the Employee for Cause.

      


      
        	
                14)

              	
                Misuse
      of Company Property

              


      

      
        	
                 
      

              	
                a)

              	
                The
      Employee shall not use any of the Company’s property including, but not
      limited to computer equipment and software, for personal use except
      moderate use of the Internet and email by the Employee, which does not
      interfere with the performance of their duties, and which does not include
      the reading or viewing of offensive or illegal
  material.

              


      

      
        	
                 
      

              	
                b)

              	
                The
      Company reserves the right to read all paper and computer files of the
      Employee on premises and any information stored on any electronic device
      which is the property of the
Company.

              


      

      


      
        	
                15)

              	
                Outside
      Employment

              


      

      The
Employee shall not be permitted to hold any outside directorships or employment
without the written consent of the Company.

      


      
        	
                16)

              	
                Staff
      Policy Manual

              


      

      The
Employee agrees to abide by the terms of the Company Staff Policy Manual as
amended from time to time. The Company Staff Policy Manual shall be available to
the Employee.

      


      
        	
                17)

              	
                Miscellaneous

              


      

      This
Agreement shall be subject to the additional terms set out in paragraph 9 of
Schedule 1.

      


      
        	
                18)

              	
                Whole
      Agreement

              


      

      This
Agreement constitutes the whole agreement between the parties.  All
other agreements (if any) for service between the Company and the Employee or
any other member of the Group are hereby abrogated and superseded.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
 

      19)           Law
and Jurisdiction

      
        	
                 
      

              	
                i)

              	
                The
      terms of this Agreement shall be governed by and construed in accordance
      with the laws of the Islands of
Bermuda.

              


      

      
        	
                 
      

              	
                ii)

              	
                All
      disputes, controversies or claims arising out of, relating to, or in
      connection with, this contract, or breach, termination or validity
      thereof, shall be finally settled by arbitration.  The
      arbitration shall be conducted in accordance with the Bermuda
      International Conciliation and Arbitration Act 1993, except as same may be
      modified herein or by mutual agreement of the parties.  The seat
      of the arbitration shall be Bermuda, and it shall be conducted in the
      English language.  The arbitration shall be conducted by one
      arbitrator who shall be selected by BIBA (Bermuda International Business
      Association) in the event that the parties fail to agree.  The
      arbitral award shall be in writing, shall state reasons for the award, and
      be final and binding on the parties.  The award may include an
      award of costs, including reasonable attorneys’ fees and
      disbursements.  Judgment on the award may be entered by any
      court having jurisdiction thereof or having jurisdiction over the parties
      or their assets.

              


      

      


      IN WITNESS WHEREOF the parties
hereto have set their hands the date first above written.

      


      
        	
                Flagstone
      Réassurance Suisse SA (Bermuda)

                 

                 

                 

                 

                 

                 

                ___________________________________

                Lesley
      Cox

                Chief
      Administrative Officer

              	
                 

                 

                 

                 

                 

                 

                 

                ___________________________________

                Venkateswara
      Mandava

              


      

       

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
 

      
        	
                 
      

              	
                Schedule
      1

              


      

      


      
        	
                1.           Position

              	
                Chief
      Information Officer

              
	 
      	 
      
	
                2.           Place
      of employment:

              	
                The
      Employee’s place of employment shall be at the Company’s office in
      Bermuda; however the Company may require the Employee, in the performance
      of his duties, to travel from Bermuda to such other places and for such
      times as is reasonably necessary for the proper discharge of the
      Employee’s duties.

              
	 
      	 
      
	
                3.           Commencement
      Date:

              	
                1st
      October, 2008 Subject to Immigration Approval

                (Internal Transfer from
      FSR – original start date 14/Oct/07)

              
	 
      	 
      
	
                4.           Salary:

              	
                USD $425,000 per
      annum.

              
	 
      	 
      
	
                5.           Deductions
      from Salary:

              	
                a)

              	
                Social
      Insurance:  This is a government administered
      contributory pension scheme and the contributions are split evenly between
      the Company and the Employee.

              
	 
      	
                b)

              	
                Payroll
      Tax:  The Company will withhold the maximum permissible
      under Bermuda law from the Employee’s salary, and the balance will be paid
      by the Company.

              
	 
      	
                c)

              	
                Medical Insurance: The
      Company is required to provide you with Medical Insurance under a
      Bermuda-approved scheme. Half of the cost of this insurance will be
      withheld from the Employee’s salary.

              
	 
      	
                d)

              	
                Pension: If required by law,
      the Company will provide the Employee with a pension scheme in
      accordance with the National Pension Scheme (Occupational Pensions) Act,
      1998.

              


         

         

         

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

         

         

        	
                6.           Bonus
      and Bonus Payment Date:

              	
                a)

              	
                The
      Employee may be paid a bonus of up to 40% of salary in
      accordance to Paragraph 5 section 1 - 3.

              
	 
      	
                b)

              	
                The
      Bonus Payment date shall be in Q1 of each year commencing Q1,
  2009

              
	
                7.           Vacation:

              	
                The
      Employee will be entitled to 25 days vacation per
annum.

              
	 
      	 
      
	
                8.           Notice
      of Termination:

              	
                This
      Agreement may be terminated by either party giving 90 days notice in
      writing to the other; however, the Company may, in its sole discretion,
      pay salary in lieu of notice of termination given by the
      Company.

              
	 
      	 
      
	
                9.           Miscellaneous

              	
                a.      
      Housing Subsidy

                The
      Employee will be entitled to receive a Housing Subsidy of $50,000 per
      annum, to be paid in arrears in twelve equal monthly
      instalments.

              
	 
      	 
      


      

      


       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
 

      


      
        	
                 
      

              	
                Schedule
      2

              


      

      Undertaking
of Secrecy

      TO:           Flagstone Réassurance Suisse SA
(Bermuda)

      


      I HEREBY
UNDERTAKE THE FOLLOWING:-

      


      
        	
                1.

              	
                That
      during the course of my employment with Flagstone Réassurance Suisse SA
      (Bermuda), I will keep secret the affairs and concerns of Flagstone Reinsurance
      Limited and its affiliates (the “Company”), and the nature and
      particulars of the Company including, but not limited to its investors,
      clients, transactions, trading models and trading strategies, or the
      financial results or performance figures of the Company or any client or
      strategy that may come to my attention during the course of my employment
      with the Company (“Confidential
Information”).

              


      

      


      
        	
                2.

              	
                That
      after my departure from the Company, I will not disclose to any person the
      affairs of the Company, including, but not limited to its investors,
      clients, transactions, trading models and trading strategies or the
      financial results or performance figures of the Company or any client or
      strategy that may come to my attention during the course of my employment
      with the Company.

              


      

      


      
        	
                3.

              	
                That
      upon my departure from the Company, I will not take with me any
      Confidential Information belonging to or concerning the Company, or its
      clients, whether in printed form or on any electronic storage
      device.

              


      

      


      
        	
                4.

              	
                In
      the event that I do have in my possession any Confidential Information
      following my departure from the Company, I undertake to deliver such
      information to the Company within 3 days of my departure.  If
      personal delivery of such information is either not possible or
      inconvenient, I undertake to contact the President of the Company and
      arrange a suitable method of disposal of such confidential information
      within three days of my departure.

              


      

      


      I hereby
acknowledge that any breach of this undertaking may result in my dismissal from
the Company, and that my obligations under this undertaking continue after the
termination of my employment with the Company.

       

      
        
          
            
              
                
                  	
                          Signature

                        	 
	 
      	 
      
	
                          Name

                        	
                          Venkateswara
      Mandava                                   

                        
	 
      	 
      
	
                          Witness

                           

                        	 
      
	 
      	 
      
	
                          Date

                           

                        	 
      
	 
      	 
      


                

                 

                 

                
                  
                    
                    

                  

                  
                    10