Exhibit 10.1

Prosight global, inc.

STOCKHOLDERS’ AGREEMENT

Dated as of July 29, 2019

Table of Contents

STOCKHOLDERS’ AGREEMENT

This STOCKHOLDERS’ AGREEMENT is made as of July 29, 2019, among ProSight Global, Inc., a Delaware corporation (together with its successors and assigns, the “ Company ”), ProSight Parallel Investment LLC, a Delaware limited liability company, ProSight Investment LLC, a Delaware limited liability company (each a “ GS Investor ”, and, collectively, the “ GS Investors ”), ProSight TPG, L.P., a Delaware limited partnership, TPG PS 1, L.P., a Cayman limited partnership, TPG PS 2, L.P., a Cayman limited partnership, TPG PS 3, L.P., a Cayman limited partnership and TPG PS 4, L.P., a Cayman limited partnership (each a “ TPG Investor ”, and, collectively, the “ TPG Investors ”, and, together with the GS Investors, the “ Investors ”).

WHEREAS, in connection with an initial public offering (the “ IPO ”) of shares of common stock, par value $0.01 per share, of the Company (the “ Shares ”), the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations with respect to the Investors’ ownership of Shares after consummation of the IPO;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties mutually agree as follows:

Article I

DEFINITIONS

Section 1.1.     Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Adverse Person ” has the meaning set forth in Section 5.3(b) .

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, controls, is controlled by or is under common control with such Person. The term “ control ” (including the terms “ controlled by ” and “ under common control with ”) as used with respect to any Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise to control such Person within the meaning of such term as used in Rule 405 under the Securities Act. “ Controlled ” and “ controlling ” have meanings correlative to the foregoing. Notwithstanding the foregoing, for purposes hereof, (a) none of the Investors, the Company nor any of their respective Subsidiaries shall be considered Affiliates of any portfolio operating company in which the Investors or any of their investment fund Affiliates have made a debt or equity investment solely as a result of such investment and (b) no Person registered as an investment company under the Investment Company Act of 1940, as amended, to whom an Affiliate of any Investor serves as investment adviser shall be considered an Affiliate of such Investor solely as a result of such Affiliate serving as such company’s investment adviser.

“ Affiliated ” shall have a correlative meaning to the term “ Affiliate. ”

“ Agreement ” means this Stockholders’ Agreement, as the same may be amended, supplemented, restated or modified.

“ Amended and Restated By-Laws ” has the meaning set forth in Section 3.2 .

“ Banking Regulations ” means all federal, state and foreign Laws applicable to banks, bank holding companies and their Subsidiaries and Affiliates, including, in each case as amended, the BHC Act, the Federal Reserve Act of 1913 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2011.

“ Beneficial Ownership ” and “ beneficially own ” and similar terms have the meaning set forth in Rule 13d-3 under the Exchange Act; provided , however , that no Investor shall be deemed to beneficially own any securities of the Company held by any other Investor solely by virtue of the provisions of this Agreement (other than this definition).

“ BHC Act ” means the Bank Holding Company Act of 1956.

“ Board ” means the Board of Directors of the Company.

“ Business Day ” means any day, other than a Saturday, Sunday or one on which banks are authorized by law to be closed in New York, New York.

“ Change in Control ” means the occurrence of any of the following events:

(a)         the sale or disposition, in one or a series of related transactions, of all or substantially all, of the assets of the Company to any “person” or “group” (as such terms are defined in Section 13(d)(3) of the Exchange Act), other than to any of the Investors or any of their respective Affiliates (collectively, the “ Permitted Holders ”); or

(b)         any person or group, other than the Permitted Holders, is or becomes the Beneficial Owner, directly or indirectly, of more than fifty percent (50%) of the total voting power of the voting stock of the Company (or any entity which controls the Company, or which is a successor to all or substantially all of the assets of the Company), including by way of merger, recapitalization, reorganization, redemption, issuance of capital stock, consolidation, tender or exchange offer or otherwise; or

(c)         a merger of the Company with or into another Person (other than the Permitted Holders) in which the voting stockholders of the Company immediately prior to such merger cease to hold at least fifty percent (50%) of the voting securities of the surviving entity or ultimate parent entity (in each case, including the Company) immediately following such merger;

provided that, in each case under clause   (a) , (b)  or (c) , no Change in Control shall occur unless the Permitted Holders in such transaction cease to have the ability, without the approval of any Person who is not a Permitted Holder, to elect more directors of the Company (or any resulting entity) than any other stockholder or group of Affiliated stockholders.

“ Chosen Courts ” has the meaning set forth in Section 8.4(b) .

“ Company ” has the meaning set forth in the Preamble.

“ Coordination Committee ” has the meaning set forth in Section 5.2 .

“ Encumbrance ” means any charge, claim, community or other marital property interest, right of first option, right of first refusal, mortgage, pledge, lien or other encumbrance.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ Federal Reserve ” means the Board of Governors of the Federal Reserve System.

“ First Threshold Date ” has the meaning set forth in Section 4.2(a) .

“ Governmental Authority ” means any United States or foreign government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including the SEC, or any other authority, agency, department, board, commission or instrumentality of the United States, any State of the United States or any political subdivision thereof or any foreign jurisdiction, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any United States or foreign governmental or non-governmental self-regulatory organization, agency or authority.

“ GS Investors ” has the meaning set forth in the Preamble.

“ Independent ” means “independent” as set forth in Section 303A.02 of the NYSE Manual, otherwise in the NYSE Manual or in any applicable rules of an exchange on which the securities of the Company are listed and, with respect to the audit committee of the Board, also “independent” as set forth in Rule 10A-3 under the Exchange Act.

“ Initial Ownership Interest ” means, with respect to any Investor, the number of Shares held by such Investor immediately prior to completion of the IPO (as set forth in Schedule A hereto).

“ Investor ” has the meaning set forth in the Preamble.

“ Investor Director Designee ” has the meaning set forth in Section 4.2(a) .

“ Investor Group ” means the GS Investors or the TPG Investors, as applicable.

“ IPO ” has the meaning set forth in the Recitals.

“ Law ,” with respect to any Person, means (a) all provisions of all laws, statutes, ordinances, rules, regulations, permits, certificates or orders of any Governmental Authority applicable to such Person or any of its assets or property or to which such Person or any of its assets or property is subject, including Banking Regulations, and (b) all judgments, injunctions, orders and decrees of any Governmental Authority in proceedings or actions in which such Person is a party or by which it or any of its assets or properties is or may be bound or subject.

“ New Activity ” has the meaning set forth in Section 6.7(b) .

“ Non-Designee Director ” has the meaning set forth in Section 4.3(a) .

“ NYSE Manual ” means the New York Stock Exchange Listed Company Manual.

“ Permitted Holders ” has the meaning set forth in the definition of “ Change in Contro l.”

“ Permitted Transferee ” means with respect to any Investor, any Affiliate of such Investor.

“ Person ” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, limited liability company, Governmental Authority or any other entity or organization of whatever nature, and shall include any successor (by merger or otherwise) of such entity or organization.

“ Plan Asset Regulations ” means the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations.

“ Registration Rights Agreement ” has the meaning set forth in Section 5.1 .

“ Rule 144 ” means Rule 144 under the Securities Act (or any successor rule or regulation).

“ SEC ” means the United States Securities and Exchange Commission.

“ Second Threshold Date ” has the meaning set forth in Section 4.2(b) .

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ Shares ” has the meaning set forth in the Recitals.

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, trust, limited liability company or other non-corporate business enterprise in which such Person (or another Subsidiary of such Person) holds shares, stock or other ownership interests representing (a) more than fifty percent (50%) of the voting power of all outstanding shares, stock or ownership interests of such entity, (b) the right to receive more than fifty percent (50%) of the net assets of such entity available for distribution to the holders of outstanding shares, stock or ownership interests upon a liquidation or dissolution of such entity or (c) a general or managing partnership interest in such entity.

“ TPG Investors ” has the meaning set forth in the preamble.

“ Transfer ” means, with respect to any Shares, a direct or indirect transfer (including through one or more transfers), sale, exchange, assignment, pledge, hypothecation or other Encumbrance or other disposition of such Shares, including the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily or by operation of law; provided , that a Transfer shall not include any a direct or indirect transfer (including through one or more transfers), sale, exchange, assignment, pledge, hypothecation or other Encumbrance or other disposition of Shares as a result of a direct or indirect transfer (including through one or more transfers), sale, exchange, assignment, pledge, hypothecation or other Encumbrance or other disposition of an interest in The Goldman Sachs Group, Inc. or TPG Partners VI, L.P., TPG VI DFI AIV I, L.P., TPG VI DFO AIV II, L.P. or TPG FOF VI SPV, L.P., including the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily or by operation of law.

“ Transferred ,” “ Transferring ” and “ Transferee ” shall each have a correlative meaning to the term “ Transfer .”

“ VCOC Entity ” has the meaning set forth in Section 6.1 .

Section 1.2.     General Interpretive Principles . The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. References to this Agreement shall include all Exhibits, Schedules and Annexes to this Agreement. References to any statute or regulation refer to such statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and references to any section of any statute or regulation include any successor to such section. References to any Governmental Authority include any successor to such Governmental Authority. Unless otherwise specified, the terms “ hereof ,” “ herein ” and similar terms refer to this Agreement as a whole. For purposes of this Agreement, the words, “ include ,” “ includes ” and “ including ,” when used herein, shall be deemed in each case to be followed by the words “ without limitation .” The terms defined in the singular have a comparable meaning when used in the plural, and vice versa. The terms “ dollars ” and “ $ ” shall mean United States dollars. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement.

Article II

REPRESENTATIONS AND WARRANTIES

Section 2.1.     Representations and Warranties of the Investors . Each Investor, severally and not jointly, hereby represents and warrants to the Company, and each other Investor that as of the date hereof and as of the date of the consummation of the IPO:

(a)        This Agreement has been duly authorized, executed and delivered by such Investor and, assuming the due execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes a valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws of general applicability relating to or affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

(b)        The execution, delivery and performance by such Investor of this Agreement and the agreements contemplated hereby and the consummation by such Investor of the transactions contemplated hereby do not and will not, with or without the giving of notice or the passage of time or both: (i) violate the provisions of any Law applicable to such Investor or its properties or assets or (ii) result in any breach of any terms or conditions of, or constitute a default under, any contract, agreement or instrument to which such Investor is a party or by which such Investor or his or her properties or assets are bound.

Section 2.2.     Entitlement of the Company and the Investors to Rely on Representations and Warranties . The representations and warranties contained in Section 2.1 may be relied upon by the Company, and by the other Investors, in connection with the entering into of this Agreement.

Article III

ORGANIZATIONAL DOCUMENTS

Section 3.1.     Certificate of Incorporation . The Company shall, prior to the consummation of the IPO, file with the Secretary of State of the State of Delaware, and cause to become effective, the Amended and Restated Certificate of Incorporation of the Company, the form of which is attached hereto as Annex A .

Section 3.2.     By-Laws . The Board shall, prior to the consummation of the IPO, adopt the Amended and Restated By-Laws of the Company (the “ Amended and Restated By-Laws ”), the form of which is attached hereto as Annex B .

Article IV

MANAGEMENT

Section 4.1.     Board of Directors .

(a)        Upon the consummation of the IPO and subject to Section 4.2 and Section 4.3 , the Board shall consist of the following eleven (11) members: (i) Lawrence Hannon, the Chief Executive Officer of the Company, (ii) Sumit Rajpal and Anthony Arnold, as the initial Investor Director Designees of the GS Investors, (iii) Eric W. Leathers and Richard P. Schifter, as the initial Investor Director Designees of the TPG Investors, (iv) Steven Carlsen, Clement S. Dwyer, Sheila Hooda, Bruce W. Schnitzer and Otha T. Spriggs, III, as the initial Non-Designee Directors and (v) Joseph J. Beneducci, the Executive Chairman of the Board.

(b)        The Company and its Subsidiaries shall reimburse the directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board or the board of directors of any of the Company’s Subsidiaries, and any committees thereof, including travel, lodging and meal expenses, in accordance with the Company’s reimbursement policies.

(c)        The Company and its Subsidiaries shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each director and the members of each board of directors (or equivalent governing body) of each of the Company’s Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements substantially in the form attached as Exhibit B hereto, with each director.

Section 4.2.     Investor Director Designees .

(a)        Until the first date on which an Investor Group has Transferred, through one or more Transfers (other than Transfers to Permitted Transferees that become party to this Agreement pursuant to Section 7.1 ), more than seventy-five percent (75%) of its aggregate Initial Ownership Interests (such date with respect to the GS Investors or the TPG Investors, as the case may be, the “ First Threshold Date ”), such Investor Group shall have the right to designate two (2) individuals for election to the Board (any individual designated by an Investor Group, an “ Investor Director Designee ”).

(b)        From the First Threshold Date with respect to an Investor Group and until the first date on which such Investor Group has Transferred, through one or more Transfers (other than Transfers to Permitted Transferees that become party to this Agreement pursuant to Section 7.1 ), more than ninety percent (90%) of its aggregate Initial Ownership Interests (such date with respect to the GS Investors or the TPG Investors, as the case may be, the “ Second Threshold Date ”), such Investor Group shall have the right to designate only one (1) Investor Director Designee.

(c)        From and after the Second Threshold Date with respect to an Investor Group, such Investor Group shall have no rights to designate Investor Director Designees.

(d)        The Company shall include each Investor Director Designee among the Company’s and its directors’ nominees for election to the Board at all of the Company’s applicable annual or special meetings of stockholders (or actions by written consent) at which directors are to be elected, subject to satisfaction of the requirements of Law and the Company’s organizational and governance documents regarding service as a director of the Company.

(e)        Except as provided in Section 4.2(d) , if the number of individuals that either the GS Investors or the TPG Investors have the right to designate for election to the Board is decreased pursuant to Section 4.2(b) or Section 4.2(c) , then the corresponding number of directors designated by such Investor pursuant to the foregoing provisions of this Section 4.2 shall immediately offer to resign from the Board. In the event that any Investor Director Designee offers to tender his or her resignation, the Board shall promptly determine whether to accept such resignation and, if the Board chooses to accept such resignation, the Company and the Investors shall be immediately required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such individuals. Except as provided above, the GS Investors and the TPG Investors shall have the sole and exclusive right to immediately remove their respective Investor Director Designees from the Board, as well as the exclusive right to designate the individual to fill vacancies that are created by reason of death, removal or resignation of such Investor Director Designees.

(f)        To the extent nominated or designated by the GS Investors or the TPG Investors, the Company and each of the other Investors shall take all actions necessary and within their control and to the extent permissible by Law to cause the nomination, election, removal or replacement of the Investor Director Designees as provided for herein, including (i) in the case of the Company, soliciting proxies for each Investor Director Designee to the same extent it does so for its other director nominees, and (ii) in the case of the Investors, voting the Shares held by such Investor (whether at a meeting or acting by written consent). No Investor shall take any action with respect to the Company that would be inconsistent with the provisions of this Agreement.

Section 4.3.     Non-Designee Directors .

(a)        At all times following the consummation of the IPO, the Board shall include at least five (5) directors not Affiliated with and not nominated or designated by the Investors or Affiliated with the Company (other than, in each case, in their capacity as directors) who shall be Independent (the “ Non-Designee Directors ”).

(b)        At all times following the consummation of the IPO, the Investors and the Company shall take all actions necessary and within their control and to the extent permissible by Law to cause the Chief Executive Officer of the Company to serve as a director, including, in the case of the Investors, voting the Shares held by such Investor (whether at a meeting or acting by written consent).

(c)        If at any time following the consummation of the IPO the Chief Executive Officer of the Company or a director who is not Independent serves as the Chairperson of the Board, the Board shall designate one (1) Non-Designee Director as the lead director, having such responsibilities as shall be set forth in the Corporate Governance Guidelines for the Board, the form of which is attached hereto as Annex C .

Section 4.4.     Board Committees .   Upon the consummation of the IPO, the Board shall have established the following committees:

(a)        An audit committee having the responsibilities set forth in the Audit Committee Charter attached hereto as Annex D and which shall at all times (i) consist of at least three (3) Independent directors and (ii) meet the requirements of Section 303A.07 of the NYSE Manual and Rule 10A-3 under the Exchange Act.

(b)        A compensation committee having the responsibilities set forth in the Compensation Committee Charter attached hereto as Annex E and which shall at all times (i) consist of at least three (3) Independent directors, (ii) consist of at least a majority of Non-Designee Directors and (iii) meet the requirements of Section 303A.05 of the NYSE Manual and Rule 10C-1 under the Exchange Act, in each case without regard to any “controlled company” exemption.

(c)        A nominating and corporate governance committee having the responsibilities set forth in the Nominating and Corporate Governance Committee Charter attached hereto as Annex F and which shall at all times (i) consist of at least three (3) Independent directors, (ii) consist of at least a majority of Non-Designee Directors and (iii) meet the requirements of Section 303A.04 of the NYSE Manual without regard to any “controlled company” exemption.

(d)        An investment committee having the responsibilities set forth in the Investment Committee Charter attached hereto as Annex G and which shall at all times consist of at least three (3) directors, at least one (1) of which shall be a Non-Designee Director.

(e)        A risk committee having the responsibilities set forth in the Risk Committee Charter attached hereto as Annex H and which shall at all times consist of at least three (3) directors, at least two (2) of which, including the chairperson of the committee, shall be Non-Designee Directors.

Section 4.5.     Application of Advance Notice By-Law. Until the first time that the Investors cease to beneficially own, in the aggregate, at least fifty percent (50%) of the outstanding Shares, Section 1.11 of the Amended and Restated By-Laws or any successor provision thereto, shall not be applicable to any matter brought before any annual or special meeting of stockholders by an Investor Group; provided that , for the avoidance of doubt , each Investor Group shall provide reasonable advance notice to the Company of such matter brought before any annual or special meeting of stockholders by such Investor Group prior to (i) the date of such meeting; or (ii) in the event that the Company is required to solicit proxies for a nomination, election, removal or replacement of an Investor Director Designee, the time the Company begins such solicitation pursuant to Section 4.2(f) .

Article V

REGISTRATION RIGHTS; TRANSFER RESTRICTIONS

Section 5.1.     Registration Rights . Effective as of the consummation of the IPO, the Company shall grant to each of the Investors, certain members of senior management of the Company or its Subsidiaries and certain other stockholders of the Company, registration rights in substantially the same form as set forth in the form of Registration Rights Agreement attached as Exhibit A hereto (the “ Registration Rights Agreement ”).

Section 5.2.     Coordination Committee . Effective as of the consummation of the IPO, the Investors shall create a coordination committee (the “ Coordination Committee ”), which shall not be a committee of the Board, and will maintain such committee for so long as this Agreement remains in effect or until disbanded with the written consent of each Investor. During the period following the IPO, the Coordination Committee shall facilitate coordination of (i) the exercise of registration rights pursuant to the Registration Rights Agreement, (ii) dispositions of Shares held by the Investors pursuant to Rule 144 as provided in Section 5.3 , or (iii) any distributions of any Shares by any Investor to its investors as provided in Section 5.3(a) . The GS Investors and the TPG Investors will have the right to designate an equal number of members of the Coordination Committee and shall be permitted to remove and replace such designees from time to time. The Company shall be permitted to designate one representative (who may, but need not, be a director of the Company) to participate on the Coordination Committee. The procedures governing the conduct of the Coordination Committee shall be established from time to time by the written consent of the Investors.

Section 5.3.     Transfer Restrictions .

(a)        Following the consummation of the IPO, an Investor wishing to (i) Transfer any Shares pursuant to Rule 144, or (ii) distribute any Shares to such Investor’s investors, shall consult with the Coordination Committee prior to taking such action or entering into any definitive agreement with respect to such action, and shall use reasonable efforts to minimize any adverse impact to the other Investors in respect of such Transfer or distribution.

(b)        Notwithstanding any provisions of this Article V , except in connection with a Change in Control, in no event shall any Investor knowingly Transfer any of its Shares to any Person (including an Affiliate) if the Transferee is a competitor of the Company or any of its Subsidiaries, or otherwise adverse to the Company or any of its Subsidiaries (an “ Adverse Person ”); provided that an Investor Transferring Shares to the public in a registered public offering (other than an offering using Form S-4, S-8 or a comparable form) or pursuant to Rule 144 shall not be deemed to have “ knowingly ” Transferred Shares to an Adverse Person for purposes of this Section 5.3(b) .

Article VI

ADDITIONAL AGREEMENTS OF THE PARTIES

Section 6.1.     VCOC Rights . With respect to any GS Investor, TPG Investor or any Permitted Transferee that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Regulations (each Person, a “ VCOC Entity ”), for so long as such VCOC Entity, directly or indirectly, continues to hold any Shares, without limitation or prejudice of any of the rights provided to the Investors hereunder, the Company and its Subsidiaries shall provide such VCOC Entity with all information and access rights necessary to satisfy applicable VCOC requirements, and the Company and its Subsidiaries shall enter into a customary VCOC management rights letter setting forth the terms and conditions pursuant to which the Company and its Subsidiaries will provide such information and access rights.

Section 6.2.     No Promotion . The Company agrees that it will not, without the prior written consent of the applicable Affiliate of the GS Investors or the applicable Affiliate of the TPG Investors, as the case may be, in each instance, (a) use in advertising, publicity, or otherwise the name of Goldman, Sachs & Co. LLC, TPG Global, LLC or any of their respective Affiliates, or any partner or employee of any such Affiliates, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by Goldman, Sachs & Co. LLC, TPG Global, LLC, or any of their respective Affiliates, or (b) represent, directly or indirectly, that any product or any service provided by the Company has been approved or endorsed by Goldman, Sachs & Co. LLC, TPG Global, LLC, or any of their respective Affiliates.

Section 6.3.     Exculpation Among Investors . Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the public information filed by the Company with the SEC relating to its Shares, in making its investment or decision to sell, retain its investment or further invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.

Section 6.4.     No Fiduciary Duty; Investment Banking Services . The parties hereto acknowledge and agree that nothing in this Agreement shall create a fiduciary duty of Goldman, Sachs & Co. LLC or any of its Affiliates or TPG Global, LLC or any of its Affiliates to the Company or the Investors. Notwithstanding anything to the contrary herein or any actions or omissions by representatives of Goldman, Sachs & Co. LLC or any of its Affiliates or TPG Global, LLC or any of its Affiliates in whatever capacity, including as a director, it is understood that Goldman, Sachs & Co. LLC or any of its Affiliates or TPG Global, LLC or any of its Affiliates is not acting as a financial advisor, agent or underwriter to the Company or any of its Affiliates or otherwise on behalf of the Company or any of its Affiliates unless retained to provide such services pursuant to a separate written agreement.

Section 6.5.     Logo of the Company and its Subsidiaries . The Company grants the Investors permission to use the Company’s and its Subsidiaries’ names and logos in the Investors’ or their respective Affiliates’ marketing materials solely to reflect that the Company is, or was, at one time a portfolio company of the Investor. The Investors or their respective Affiliates, as applicable, shall include a trademark attribution notice giving notice of the Company’s or its Subsidiaries’ ownership of its trademarks in the marketing materials in which the Company’s or its Subsidiaries’ names and logos appear.

Section 6.6.     Regulatory Matters . Each Investor hereby agrees to use its reasonable best efforts to supply and provide information, from time to time, that is accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications relating to any acquisition, disposition and Change in Control transaction (including by way of merger, consolidation, tender offer or exchange offer or otherwise), or the establishment of a new business activity, involving the Company and its Subsidiaries.

Section 6.7.     Banking Regulation Compliance Covenants . For so long as the GS Investors (together with any of their Affiliates) are deemed to control the Company for purposes of any Banking Regulation, the parties hereto agree as follows:

(a)        The Company shall, and shall cause its Subsidiaries to, establish, maintain and enforce policies and procedures reasonably designed for compliance with (i) the policies and procedures of the GS Investors and their Affiliates pursuant to Banking Regulations as specifically directed in writing by the GS Investors, and (ii) any other Laws applicable to the Company or its Subsidiaries. The GS Investors shall be entitled to require implementation of, or revisions to, the Company policies and procedures at any time if GS Investors deem such change reasonably necessary to comply with Banking Regulations or guidance relating to Banking Regulations from any applicable Governmental Authority.

(b)        The Company shall not, and shall cause its Subsidiaries not to, without the prior written consent of the GS Investors, which consent shall not be unreasonably withheld, expand or make any change in the nature of the activities of the Company or its Subsidiaries (including entering into new lines of business) beyond those activities that are being pursued as of the date of this Agreement as reflected in the registration statement filed with the SEC for the IPO or that are otherwise permissible for financial holding companies to conduct under Section 4(k) of the BHC Act (any such new business activity or change to current activities, a “ New Activity ”). Upon notice from the GS Investors, the Company shall, and shall cause its Subsidiaries to, refrain from commencing any New Activity or terminate or modify any existing activity if, in the reasonable judgment of the GS Investors, the Company’s (i)  terminating or modifying such existing activity is required under applicable Banking Regulations or by the Federal Reserve or any Governmental Authority having jurisdiction over the GS Investors and its Affiliates or, by reason of its affiliation with the GS Investors and its Affiliates, the Company or (ii) commencing such New Activity or continued operation of such existing activity would require the GS Investors to seek approval from or make any filings with any Governmental Authority having jurisdiction over the GS Investors and its Affiliates or, by reason of its affiliation with the GS Investors and its Affiliates, the Company. Upon request of the Company, GS Investors will provide an outside legal opinion of reputable counsel, addressed to the Company and in form and substance reasonably satisfactory to the Company, that fully supports the request of GS Investors and confirms that there is no ability for the GS Investors to restructure its investment in the Company in a manner (i) as to enable the Company to pursue the New Activity (ii) as to have a reasonable likelihood of ensuring compliance with or avoiding the potential violation of applicable Banking Regulations or causing the applicable Governmental Authority to withdraw the requirement to seek its approval or make filings with it, as the case may be and (iii) that is not reasonably likely to adversely impact any other Investor in any manner, including increasing any other Investor’s regulatory filing requirements.

(c)        The Company shall provide the GS Investors with prompt written notice of, and copies of any relevant and available documents related to:

(i)        Any event or occurrence with respect to the Company or any of its Subsidiaries that would, or could reasonably be expected to, result in any material adverse legal, regulatory or reputational consequences for the Company or its Subsidiaries;

(ii)        Any material violation or breach of any policy or procedure set forth in Section 6.7(a) hereof;

(iii)        Any material violation of any policies or standard procedures regarding customer interactions or discipline of personnel; and

(iv)        Any material weakness or significant deficiency noted in any regulatory, legal or internal control at the Company or any of its Subsidiaries noted by the Company, any of its Subsidiaries, its auditors, or any Governmental Authority having jurisdiction over the GS Investors and their Affiliates, whether as a result of an internal or external audit, in a report of regular examination by a Governmental Authority or otherwise.

(d)        The Company shall, and shall cause its Subsidiaries to, take all actions that the GS Investors may reasonably request to cause any material legal, regulatory or internal control deficiencies and violations of policies and procedures described in Section 6.7(c) to be promptly remedied.

(e)        The Company shall not, and shall cause its Subsidiaries not to, purchase or otherwise acquire any shares of capital stock, or securities convertible into or exchangeable for shares of capital stock, of any bank holding company, non-U.S. or U.S., other depositary institution, or any company engaged in financial activity or any “covered fund” as defined in Section 13.7 of the BHC Act.

(f)        The Company shall not, and shall cause its Subsidiaries not to, enter into any joint venture or strategic alliance with any other entity that is a “bank”, “bank holding company”, or “banking entity” as defined in Section 13(h)(l) of the BHC Act.

(g)        The Company shall, and shall cause its Subsidiaries to, provide the GS Investors or the TPG Investors, or any Governmental Authority having jurisdiction over the GS Investors and their Affiliates or the Company and its Subsidiaries full access to all books, records, policies and procedures, internal audit and compliance reports, and to officers, personnel, accountants and other representatives of the Company and its Subsidiaries and their respective businesses, whether located in the U.S. or outside the U.S. The Company shall provide the GS Investors or the TPG Investors with access to any materials viewed by any Governmental Authority if requested by the GS Investors or the TPG Investors and if permitted by applicable Law.

(h)        The Company shall consult with the GS Investors before any Management Official of the Company or any of its Subsidiaries takes a position as a Management Official of any Depository Organization or any Affiliate thereof, or any nonbank Financial Company designated by the Financial Stability Oversight Council for supervision by the Federal Reserve or any Affiliate thereof. The Company shall advise all Management Officials of the Company and each of its Subsidiaries of this requirement. For purposes of this subsection (h)  only, all capitalized terms are defined as they are defined in the Federal Reserve’s Regulation L (12 C.F.R. Part 212).

(i)        The Company shall, and shall cause its Subsidiaries, to comply in all respects with Section 13 of the BHC Act and Regulation VV promulgated thereunder.

(j)        Subject to Section 8.9 , this Section 6.7 shall terminate upon the Company ceasing to be a “subsidiary,” as such term is defined in Section 2(d) of the BHC Act, of The Goldman Sachs Group, Inc.

Section 6.8.     In-Kind Distributions . If any Investor seeks to effectuate an in-kind distribution of all or part of its Shares to its direct or indirect equityholders, the Company will, subject to applicable lockups pursuant to the Registration Rights Agreement, reasonably cooperate with and assist such Investor, such equityholders and the Company’s transfer agent to facilitate such in-kind distribution in the manner reasonably requested by such Investor (including the delivery of instruction letters by the Company or its counsel to the Company’s transfer agent and the delivery of Shares without restrictive legends, to the extent no longer applicable).

Article VII

ADDITIONAL PARTIES

Section 7.1.     Additional Parties . Additional parties, provided they are Permitted Transferees, may be added to and be bound by and receive the benefits afforded by this Agreement upon the signing and delivery of a counterpart of this Agreement by the Company and the acceptance thereof by such additional parties and, to the extent permitted by Section 8.7 , amendments may be effected to this Agreement reflecting such rights and obligations, consistent with the terms of this Agreement, of such party as the Investors and such party may agree.

Article VIII

MISCELLANEOUS

Section 8.1.     Freedom to Pursue Opportunities .

(a)        The parties expressly acknowledge and agree that, to the extent permitted by applicable Law: (i) each of the Investors and their respective Affiliates shall, to the fullest extent permissible by Law, have no duty to refrain from directly or indirectly (1) engaging in the same or similar business activities or lines of business in which the Company or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with the Company or any of its Affiliates; (ii) none of the Company, any of its Subsidiaries or any Investor shall have any rights in and to the business ventures of any Investor, its Affiliates, or the income or profits derived therefrom; (iii) each of the Investors and their respective Affiliates may do business with any potential or actual customer or supplier of the Company or any of its Subsidiaries or may employ or otherwise engage any officer or employee of the Company or any of its Subsidiaries; and (iv) in the event that any Investor or its respective Affiliates acquire knowledge of a potential transaction or other matter or business opportunity which may be a corporate opportunity for itself, herself or himself and the Company or any of its Affiliates, such Investor or its respective Affiliates shall, to the fullest extent permitted by applicable Law, have no fiduciary duty or other duty (contractual or otherwise) to communicate, present or offer such transaction or other business opportunity to the Company or any of its Affiliates and, to the fullest extent permitted by applicable Law, shall not be liable to the Company or its stockholders or to any Affiliate of the Company for breach of any fiduciary duty or other duty (contractual or otherwise) as a stockholder, director or officer of the Company solely by reason of the fact that such Investor or its respective Affiliates pursue or acquire such corporate opportunity for itself, herself or himself, offers or directs such corporate opportunity to another Person, or does not present such corporate opportunity to the Company or any of its Affiliates; provided that this Section 8.1 shall not apply to any directors of the Company or any of its Subsidiaries that are not also Investor Director Designees; provided further that any actions taken, directly or indirectly, by any publicly-traded Affiliate (or any of its officers, directors or employees) of an Investor shall not be deemed to be an action taken by such Investor; provided further that, with respect to clause (iv) of this Section 8.1(a) , the Company does not renounce its interest in any corporate opportunity offered to any director of the Company if such opportunity is expressly offered to such Person solely in his or her capacity as a director or officer of the Company and the provisions of this Section 8.1(a) shall not apply to any such corporate opportunity.

(b)        Each Investor (for itself and on behalf of the Company) hereby, to the extent permitted by applicable Law, acknowledges and agrees that, (i) in the event of any conflict of interest between the Company or any of its Subsidiaries, on the one hand, and any Investor, on the other hand, such Investor (or the Investor Director Designees appointed by such Investor acting in their capacity as a director) may act in such Investor’s best interest and (ii) no Investor (or the Investor Director Designees appointed by such Investor acting in their capacity as a director), shall be obligated (A) to reveal to the Company or any of its Subsidiaries confidential information belonging to or relating to the business of such Investor or (B) to recommend or take any action in its capacity as such Investor or Investor Director Designee, as the case may be, that prefers the interest of the Company or any of its Subsidiaries over the interest of such Investor or Investor Director Designee, as the case may be.

Section 8.2.     Effective Time . The operative provisions of this Agreement shall become effective upon the consummation of the IPO.

Section 8.3.     Entire Agreemen t . This Agreement, together with the form of Registration Rights Agreement in Exhibit A hereto, and all of the other Exhibits, Annexes and Schedules hereto and thereto constitute the entire understanding and agreement between the parties as to the matters covered herein and therein and supersede and replace any prior understanding, agreement (including the Amended and Restated Shareholders’ Agreement with respect to ProSight Global Holdings Limited dated as of June 11, 2013) or statement of intent, in each case, written or oral, of any and every nature with respect thereto between the parties as to the matters covered herein and therein. In the event of any inconsistency between this Agreement and any document executed or delivered to effect the purposes of this Agreement, including, the by-laws of any company, this Agreement shall govern as among the parties hereto.

Section 8.4.     Governing Law; Submission to Jurisdiction; Waiver of Jury Trial .

(a)        This Agreement shall be construed and enforced in accordance with, and the rights and duties of the parties shall be governed by, the law of the State of Delaware, without regard to principles of conflicts of laws.

(b)        Each party agrees that it will bring any action or proceeding in respect of any claim arising out of this Agreement or the transactions contemplated hereby exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, another federal or state court of competent jurisdiction located in the State of Delaware (the “ Chosen Courts ”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 8.11 .

(c)        EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 8.4(c) .

Section 8.5.     Obligations; Remedies . The Company and the Investors shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement (including, without limitation, costs of enforcement) and to exercise all other rights existing in their favor. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties shall be entitled to specific performance of the terms of this Agreement without the necessity of proving the inadequacy of monetary damages as a remedy, including an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief. All remedies, either under this Agreement or by Law or otherwise afforded to any party, shall be cumulative and not alternative.

Section 8.6.     Consent of the Investors . If any consent, approval or action of the Investors is required at any time pursuant to this Agreement, such consent, approval or action shall be deemed given if the holders of a majority of the outstanding Shares held by the Investors at such time provide such consent, approval or action in writing at such time, unless this Agreement provides for more specific consent requirements of the Investors with respect to such consent, approval or action.

Section 8.7.     Amendment and Waiver .

(a)        The terms and provisions of this Agreement may be modified or amended at any time and from time to time only by the written consent of the Company and each Investor that has not Transferred (through one or more Transfers) more than ninety percent (90%) of its Initial Ownership Interest (excluding pro rata Transfers agreed to by the Investors and Transfers to Permitted Transferees); provided that any amendment, modification or waiver that disproportionately and adversely affects any Investor that has Transferred more than ninety percent (90%) of its Initial Ownership Interest as compared to any other Investor shall also require the written consent of such adversely affected Investor. If reasonably requested by the Investors, the Company agrees to execute and deliver any amendments to this Agreement which the Company in its reasonable discretion concludes are not adverse to Company or its public stockholders to the extent so requested by the Investors in connection with the addition of a Permitted Transferee in accordance with Section 7.1 or a recipient of any newly-issued Shares as a party hereto; provided that such amendments are in compliance with the provisos set forth in the immediately preceding sentence. Any amendment, modification or waiver effected in accordance with the foregoing shall be effective and binding on the Company and all Investors.

(b)        Any failure by any party at any time to enforce any of the provisions of this Agreement shall not be construed a waiver of such provision or any other provisions hereof.

Section 8.8.     Binding Effec t . Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the parties’ successors and permitted assigns.

Section 8.9.     Termination .

(a)        This Agreement shall automatically terminate as to any Investor Group on the first date on which such Investor Group Transfers, through one or more Transfers (other than Transfers to Permitted Transferees who become party to this Agreement pursuant to Section 7.1 ) more than ninety percent (90%) of its Initial Ownership Interests.

(b)        This Agreement shall automatically terminate upon the earlier of (i) all Investors ceasing to be a party to this Agreement in accordance with Section 8.9(a) ; (ii) a Change in Control; (iii) written agreement of the Company and the Investors that hold Shares at such time; (iv) the dissolution or liquidation of the Company. In the event of any termination of this Agreement as provided in this Section 8.9 , this Agreement shall forthwith become wholly void and of no further force or effect (except for this Article VIII , which shall survive) and there shall be no liability on the part of any parties hereto or their respective Affiliates, except as provided in this Article VIII . Notwithstanding the foregoing, no party hereto shall be relieved from liability for any willful breach of this Agreement.

Section 8.10.     Non-Recourse . Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that certain of the Investors may be partnerships or limited liability companies, by its acceptance of the benefits of this Agreement, the Company and each Investor covenant, agree and acknowledge that no Person (other than the parties hereto) has any obligations hereunder, and that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Investor or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any the former, current and future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of the Investors or any former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of any of the foregoing, as such, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

Section 8.11.     Notices . Any and all notices, designations, offers, acceptances or other communications provided for herein shall be deemed duly given (a) when delivered personally by hand, (b) when sent by facsimile or email upon confirmation of receipt or (c) one Business Day following the day sent by overnight courier:

if to the Company, to:

ProSight Global, Inc.

412 Mt. Kemble Avenue

Morristown, NJ 07960

With a copy (which shall not constitute notice) to:

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

if to the GS Investor, to:

c/o Goldman, Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

c/o Goldman, Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

if to the TPG Investors, to:

c/o TPG Capital, LLC
301 Commerce Street
Suite 3300
Fort Worth, TX 76102

with a copy to :

345 California Street
San Francisco, CA 94104
Attention: Adam Fliss
Email: afliss@tpg.com

with a copy (which shall not constitute written notice) to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Section 8.12.     Severability . Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.

Section 8.13.     No Third-Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors, and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.14.     Recapitalizations; Exchanges, Etc.   The provisions of this Agreement shall apply to the full extent set forth herein with respect to Shares, to any and all shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of the Shares, by reason of a stock dividend, stock split, stock issuance, reverse stock split, combination, recapitalization, reclassification, merger, consolidation or otherwise.

Section 8.15.     Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument. Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 8.15 .

[ Signature Page Follows ]

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be executed on its behalf as of the date first written above.

[ Signature Page to Stockholders’ Agreement ]

[ Signature Page to Stockholders’ Agreement ]

[ Signature Page to Stockholders’ Agreement ]

Exhibit 10.2

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of July 29, 2019 (the “ Agreement ”), by and between ProSight Global, Inc. (the “ Company ”), a Delaware corporation, and Lawrence Hannon (the “ Executive ”).

WHEREAS, the Company and Executive are parties to an Employment Agreement, dated November 4, 2010 as amended on November 3, 2011, April 12, 2016 and July 29, 2016 (the “ Prior Agreement ”); and

WHEREAS, the Company desires to continue the Executive’s employment with the Company under the terms set forth herein, which shall replace and supersede the Prior Agreement in its entirety.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the parties hereto agree as follows:

1.1           Term . The Company agrees to continue to employ the Executive, and the Executive agrees to continue to be employed by the Company, in each case pursuant to this Agreement, for a period commencing on the date of the Initial Public Offering (the “ IPO ”) (such date, the “ Effective Date ”) and ending on the earlier of (i) the third (3rd) anniversary of the Effective Date and (ii) the termination of the Executive’s employment in accordance with Section 3 hereof (the “ Term ”). The Term shall be extended for an additional one year period on the third (3rd) anniversary of the Effective Date, and each subsequent anniversary thereof, absent ninety (90) days advance written notice of non-extension from either party to the other. In the event the Company elects not to extend the Term (other than for Cause), the Executive’s employment shall be deemed to be terminated “without Cause” for all purposes under this Agreement on the last day of the Term, and the Executive shall cease to provide services to the Company in the capacity of an employee following such date. Notwithstanding anything to the contrary, Sections 4 and 5 shall survive termination of this Agreement and shall continue to apply following the termination of the Executive’s employment for any reason or no reason (including, without limitation, due to the expiration of the Term, a resignation by the Executive or a termination by the Company).

1.2           Duties . During the Term, the Executive shall serve as the Company’s Chief Executive Officer and shall report directly to the Board of Directors (the “ Board ”). In the Executive’s position of Chief Executive Officer, the Executive shall have all authorities customary for the Chief Executive Officer of a company that is of the Company’s size and nature, plus such additional duties, consistent with the foregoing, as the Board may reasonably assign. The principal place of employment, and principal office, shall be in the New York metropolitan area unless otherwise agreed by the Board.

1.3           Exclusivity . During the Term, the Executive shall devote his or her entire business time and efforts to the business of the Company, shall faithfully serve the Company, and shall conform to and comply with the lawful and reasonable directions and instructions given to the Executive by the Board. During the Term, the Executive may, only to the extent not interfering with the Executive’s duties at the Company, manage his or her personal investments and affairs. The Executive shall not, either directly or indirectly, act as an executive of or render any business, commercial or professional services to any other person, firm or organization, other than services without compensation to not-for-profit organizations which do not interfere with the Executive’s responsibilities to the Company.

2.1           Salary . As compensation for the performance of the Executive’s services hereunder during the Term, effective as of the Effective Date, the Company shall pay to the Executive a salary at an annual rate of nine hundred thousand dollars ($900,000), payable in accordance with the Company’s standard payroll policies (the “ Base Salary ”). The Board (or an independent committee thereof) may determine to increase (but not decrease) the Executive’s Base Salary in such amount as the Board (or an independent committee thereof) may determine in its sole and absolute discretion.

2.2           Annual Bonus . For 2019 and each completed calendar year occurring during the Term thereafter, the Executive shall be eligible for an annual bonus under the Company’s Short Term Incentive Program (such bonus, the “ Annual Bonus ” and such program, the “ STIP ”). Under the STIP, the Executive’s Annual Bonus will have a target of not less than 100% of Base Salary (which target may be increased (but not decreased) from time to time as the Board (or an independent committee thereof) may determine in its sole and absolute discretion). The Annual Bonus shall be paid in cash no later than March 15th of the calendar year following the calendar year in which the Annual Bonus was earned, subject to achievement of specified performance metrics. The Annual Bonus will be earned at 50% of target for threshold performance and up to 150% of target for maximum performance, subject to the discretion of the Board. The Executive’s Annual Bonus will be based on performance metrics as determined by the Board (or an independent committee thereof).

2.3           Annual Long-Term Incentive Awards . During the Term, the Executive will be eligible to receive annual grants under the Company’s 2019 Equity Incentive Plan or any successor plan. For 2019, the Executive’s annual long-term incentive awards will have an aggregate grant date target value of $500,000 and will be 50% in the form of time-based restricted stock units and 50% in the form of performance-based restricted stock units and will be granted to the Executive on or as soon as reasonably practicable following the Effective Date. The time-based restricted stock units will vest ratably in annual installments over three years commencing on the grant date and the performance-based restricted stock units will vest based on the level of achievement of previously determined performance metrics over a three-year performance period from January 1, 2019 through December 31, 2021, in each case subject to continued employment through the applicable vesting date and to the terms and conditions set forth in the applicable equity award agreement. For 2020 and subsequent years during the Term, the Executive shall be granted, subject to approval by the Board (or an independent committee thereof), annual long-term incentive awards with an aggregate grant date target value equal to 133% of Base Salary in the first quarter of each such year (which target may be increased (but not decreased) from time to time as the Board (or an independent committee thereof) may determine in its sole and absolute discretion). Each such future award shall include termination of employment provisions that are no less favorable than the termination of employment provisions set forth in the 2019 annual long-term incentive awards.

2.4           Employee Benefits . During the Term, the Executive shall be eligible to participate in such health and other group insurance and other employee benefit plans and programs of the Company as may be in effect from time to time on the same basis as other senior executives of the Company.

2.5           Vacation . During the Term, the Executive shall be entitled to reasonable paid vacation time each calendar year and all paid holidays recognized by the Company, each as in accordance with the Company’s policies and procedures.

2.6           Business Expenses . The Company shall pay or reimburse the Executive, upon presentation of documentation, for all commercially reasonable business out-of-pocket expenses that the Executive incurs during the Term in performing the Executive’s duties under this Agreement and in accordance with the expense reimbursement policy of the Company as approved by the Board (or a committee thereof) and in effect from time to time. Payments with respect to reimbursements of expenses shall be made promptly, but in any event no later than thirty (30) days following the date upon which the relevant expense report is filed by the Executive.

3.1           Termination of Employment . The Company may terminate the Executive’s employment for any reason during the Term at any time upon not less than thirty (30) days’ notice, or without prior notice in connection with a termination by the Company for Cause (the date on which the Executive’s employment terminates, the “ Termination Date ”). The Executive may terminate the Executive’s employment during the Term at any time upon not less than ninety (90) days’ notice. The Company may shorten any notice of termination of employment which the Executive is required to give pursuant to the immediately preceding sentence. Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to (i) payment of any Base Salary earned but unpaid through the Termination Date, (ii) any earned but unpaid Annual Bonuses for calendar years completed prior to the Termination Date, (iii) any accrued and unpaid employee benefits under Section 2.4 hereof in accordance with the terms of the applicable employee benefits plans, and (iv) any unreimbursed expenses in accordance with Section 2.6 hereof (collectively, the “ Accrued Amounts ”). Other than as otherwise provided under the terms of the relevant employee benefit plan or expense policy, the Accrued Amounts shall be paid to the Executive within thirty (30) days of the Termination Date.

3.2           Certain Terminations .

(a) Termination due to Death or by the Company due to Disability . If the Executive’s employment is terminated due to death or by the Company due to Disability, in addition to the Accrued Amounts, the Executive shall be entitled to payment of the Executive’s Annual Bonus for the year in which the Termination Date occurs, based on target performance and pro-rated to reflect the number of days that have elapsed for such year prior to the Termination Date, paid in cash within thirty (30) days of the Termination Date (the “ Target Pro Rata Bonus ”).

(b) Termination due to Executive’s Non-Extension of the Term . If the Executive’s employment is terminated due to the Executive’s non-extension of the Term pursuant to Section 1.1. hereof, in addition to the Accrued Amounts, the Executive shall be entitled to payment of the Executive’s Annual Bonus for the year in which the Termination Date occurs, based on actual performance and pro-rated to reflect the number of days that have elapsed for such year prior to the Termination Date, paid in cash no later than March 15th of the calendar year following the calendar year in which the Termination Date occurs.

(c) Termination by the Company Without Cause; Termination by the Executive for Good Reason . If the Executive’s employment is terminated (i) by the Company without Cause (including due to the Company’s non-extension of the Term pursuant to Section 1.1 hereof) or (ii) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to (A) the Severance Amount and (B) the Target Pro Rata Bonus (together with the Severance Amount, the “ Severance Payments ”).

(d) Release . The Company’s obligations to make the Severance Payments shall be conditioned upon: (i) the Executive’s continued compliance with the Executive’s obligations under Section 4 hereof, and (ii) the Executive’s execution, delivery and non-revocation within sixty (60) days following the Termination Date of a valid and enforceable general release of claims substantially in the form attached hereto as Exhibit A (the “ Release ” and such period, the “ Release Period ”). The first payment of the Severance Amount shall be made, inclusive of any other amounts that would otherwise have been paid prior to such date pursuant to the previous sentence, on the first payroll date following the date that the Release becomes effective and irrevocable; provided, that if the Release Period spans two tax years of the Executive or if the Release Period plus the first payroll date following the Release Period spans two tax years of the Executive, the first payment of the Severance Amount shall be made in the second tax year on the first payroll date after the Release becomes effective and irrevocable.

(e) Definitions . For purposes of this Agreement, the following terms have the following meanings:

(1)           “ Cause ” shall mean (i) the Executive’s willful refusal to substantially perform, or the willful failure to make good faith efforts to substantially perform, material duties for the Company as lawfully directed by the Board, which refusal or failure remains uncured for fifteen (15) days after the Executive receives written notice from the Board demanding cure; (ii) the Executive engages in gross misconduct or gross neglect that is materially injurious to the Company; (iii) the Executive is indicted for, convicted of, or enters a plea of guilty or nolo contendere to, a felony or a misdemeanor involving moral turpitude; or (iv) the Executive’s material breach of Section 4.1 (Executive’s Representations), 4.2 (Unauthorized Disclosure) or 4.5 (Returning Company Documents) or the Executive’s breach of 4.3 (Non-Competition and Non-Solicitation), 4.4 (Non-Disparagement) or 4.7 (Compliance with Law) hereof.

(2)           “ Change in Control ” shall have the meaning provided in the ProSight Global, Inc. 2019 Equity Incentive Plan.

(3)           “ Disability ” shall mean the Executive is entitled to receive long-term disability benefits under the long-term disability plan of the Company in which Executive participates, or, if there is no such plan, the Executive’s incapacity, due to physical or mental illness, to perform the Executive’s duties in connection with his or her Employment for a continuous period of one hundred and eighty (180) days.

(4)           “ Good Reason ” shall mean the occurrence of any of the following events without either the Executive’s prior express written consent or cure by the Company within thirty (30) days after the Executive gives written notice to the Company within thirty (30) days of the occurrence of the event describing such event and requesting cure: (i) a material reduction in Base Salary or target annual bonus opportunity; (ii) a material diminution in position, authority, duties or responsibilities; (iii) the breach in any material respect by the Company of any of its obligations set forth in this Agreement or any equity award agreement; or (iv) a relocation of the Executive’s primary place of employment by more than 30 miles from that in effect on the Effective Date.

(5)           “ Severance Amount ” shall mean an amount equal to: one (1) times the sum of the Executive’s (i) Base Salary plus (ii) target Annual Bonus, paid in equal installments during the one (1) year period beginning on the Termination Date, provided that the Company may cease making the Severance Amount installment payments if the Executive (i) materially breaches any of the provisions in Sections 4.1 (Executive’s Representations), 4.2 (Unauthorized Disclosure) or 4.5 (Returning Company Documents) hereof and fails to cure such breach, if curable, within fifteen (15) days after receiving notice from the Company demanding cure or (ii) breaches any of the provisions in Sections 4.3 (Non-Competition and Non-Solicitation), 4.4 (Non-Disparagement) or 4.7 (Compliance with Law) hereof. Notwithstanding the foregoing, in the event of the Executive’s termination of employment by the Company without Cause or by the Executive for Good Reason, in each case during the six months preceding or 24 month period following a Change in Control, the Severance Amount will be paid in a lump sum.

3.3           Exclusive Remedy . Notwithstanding any other provision of this Agreement, the provisions of this Section 3 shall exclusively govern the Executive’s rights in connection with termination of employment with the Company, provided that the treatment of the Executive’s outstanding equity awards upon a termination of employment shall be governed by the terms set forth in the applicable equity award agreements.

3.4           Resignation from All Positions . Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall resign as of such Termination Date from all positions the Executive then holds as an officer, director, employee and member of the boards of directors (and any committee thereof) of the Company and its affiliates. The Executive shall be required to timely execute such writings as are required by the Company to effectuate the foregoing.

4.1           Executive’s Representation . The Executive represents to the Company that (i) the Executive’s execution and performance of this Agreement does not violate any agreement or obligation (whether or not written) that the Executive has with or to any person or entity, including, but not limited to, any prior recipient of the Executive’s services and (ii) the Executive is not subject to any agreement or obligation (whether or not written) that could limit, restrain, restrict or impair the Executive’s ability to (A) compete in any way with any previous employer or other person or entity wherever located, (B) use any information obtained from any previous employer or other person or entity, or (C) solicit or hire, directly or indirectly, any current or former employee or agent of any of the Executive’s former employers..

4.2           Unauthorized Disclosure .

(a) Company Information . The Executive agrees that during the Executive’s employment and thereafter, to hold in the strictest confidence, and not to use, except for the benefit of the Company and its affiliates, or to disclose to any person, firm or corporation without written authorization of the Board, any Company Confidential Information (as defined below), except, in all cases, as otherwise required by applicable law, regulation or legal process. The Executive understands that “ Company Confidential Information ” means any of the following applicable to the Company and its affiliates: information that relates to the actual or anticipated business, research or development of the Company, or to the Company’s technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services and markets therefor, customer or client lists and customers (including, but not limited to, customers or clients of the Company on which the Executive called or with which the Executive may become acquainted during the Executive’s employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information; provided, however, that Company Confidential Information does not include any of the foregoing items to the extent the same have become publicly known and made generally available through no wrongful act of the Executive or of others. The Executive acknowledges the highly confidential nature of information regarding the Company’s customers, affiliates, sub-affiliates, employees, agents, independent contractors, suppliers and consultants and agrees that during the Executive’s employment and thereafter, the Executive shall not use or allow a third party to use the Company Confidential Information or Associated Third Party Information (as defined below) to directly or indirectly (i) hire, solicit, recruit, or induce to leave the employ the Company any employee, agent, independent contractor or consultant of the Company, (ii) to solicit the business of any clients or customers of the Company (other than on behalf of the Company) or (iii) encourage to terminate or alter any relationship between the Company and any customer, affiliate, sub-affiliate, employee, agent, independent contractor, supplier, consultant or any other person or company. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing in this Agreement or in any other agreement with or policy of the Company shall be applied or construed in a manner which limits or interferes with the Executive’s rights under applicable law, without notice to or authorization of the Company, to communicate and cooperate in good faith with any self-regulatory organization or U.S. federal, state, or local governmental or law enforcement branch, agency, commission, or entity (collectively, a “ Government Entity ”) or the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Entity, including by providing documents or other information, or (iii) filing a charge or complaint with a Government Entity, provided that in each case, such communications, participation, and disclosures are consistent with applicable law. The Executive is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code, known as the Defend Trade Secrets Act, provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to the Executive’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order. All disclosures and activities permitted under this Section 4.2(a) are herein referred to as “Protected Activities.” Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any Confidential Information as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or other authorized officer designated by the Company.

(b) Former Employer Information . The Executive agrees that during his or her employment the Executive will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former employer or other person or entity. Executive further agrees that the Executive will not bring onto the premises of the Company or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any such employer, person, or entity unless consented to in writing by both the Company and such employer, person, or entity.

(c) Third-Party Information . The Executive recognizes that the Company may have received and in the future may receive from third parties associated with the Company, e.g., the Company’s customers, clients, suppliers, licensors, licensees, partners, or collaborators (“ Associated Third Parties ”), their confidential or proprietary information (“ Associated Third Party Confidential Information ”). By way of example, Associated Third Party Confidential Information may include the habits or practices of Associated Third Parties, the technology of Associated Third Parties, requirements of Associated Third Parties, and information related to the business conducted between the Company and such Associated Third Parties. The Executive agrees at all times during the Executive’s employment and thereafter to hold in the strictest confidence, and not to use or to disclose to any person, firm, or corporation, any Associated Third Party Confidential Information, except as necessary in carrying out the Executive’s work for the Company consistent with the Company’s agreement with such Associated Third Parties or as otherwise required by applicable law, regulation or legal process.

4.3           Non-Competition; Non-Solicitation . During the period commencing on the date hereof and ending one (1) year after the termination of the Executive’s employment, the Executive will not, and will not permit any person or entity with which the Executive is associated to, without first obtaining the written permission of the Board, directly or indirectly:

(a) hold any economic interest in any Competitive Enterprise (other than a passive equity interest of up to 3% in a publicly traded company with a market capitalization of $500 million or more);

(b) manage, control, participate in any way in, consult with or render services to, or otherwise associate with (including as a director, manager, officer, employee, partner, member, consultant, agent or advisor) a Competitive Enterprise (this paragraph 4.3(b), together with 4.3(a), the “ Non-Competition Covenant ”);

(c) solicit, except in the normal course of business on behalf of the Company, any of the Company’s customers, clients, employees, non-employee insurance agents, brokers or producers (or individuals who were employees, non-employee insurance agents, brokers or producers within six months of the Executive’s solicitation) to, as applicable, limit, or cease their business relationships with, or leave their employment or limit their services to, the Company, or attempt to solicit the Company’s customers, clients, employees, non-employee insurance agents, brokers or producers , either for the Executive or for any other person or entity; or

(d) hire any person who is, or at any time within the twelve (12) month period prior to the termination of the Executive’s employment was, an employee, independent contractor or consultant of the Company or its affiliates (other than on behalf of the Company or its affiliates), and who reported to or otherwise interacted with the Executive during Executive’s employment;

provided, that Sections 4.3(a) and (b) shall apply for a period of two (2) years following the termination of Executive’s employment with respect to a Competitive Enterprise in which Joseph Beneducci or Robert Bailey are employed and Section 4.3(d) shall apply for a period of two (2) years following the termination of Executive’s employment with respect to your solicitation of Joseph Beneducci and Robert Bailey to work at a Competitive Enterprise; and

further provided, that , if the Executive’s employment is terminated by the Executive without Good Reason, the Non-Competition Covenant will cease to apply unless the Company elects to pay to the Executive the Severance Amount.

For purposes of this Section 4.3, “ Competitive Enterprise ” shall mean (i) any enterprise engaged in the business of underwriting insurance in the commercial lines property and casualty market to small and medium-sized enterprises in the United States, or (ii) any other business that the Company or any of its Affiliates is materially engaged in as of the date of this Agreement and as the business of the Company and its Affiliates evolves during the Executive’s employment, or (iii) any business of the Company and its Affiliates which Executive managed, controlled or developed during the two year period preceding Executive’s termination of employment with the Company.

4.4           Non-disparagement . The Executive agrees that, during the Executive’s employment and for a period of four years following the date of termination of the Executive’s employment, the Executive will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Company or its affiliates or their respective current or former officers, directors, employees, advisors, businesses or reputations. The Company agrees that, during the Executive’s employment and for a period of four years following the date of termination of Executive’s employment, the Company will not make, and will instruct the officers, directors and spokespersons of the Company to refrain from making any public statements (or authorizing any statements to be reported as being attributed to the Company) that are critical, derogatory or which may tend to injure the reputation or business of the Executive. Notwithstanding the foregoing, nothing in this Agreement shall be applied or construed in a manner that limits or interferes with the Executive’s right to engage in Protected Activities or make truthful statements or disclosures that are required by applicable law, regulation, or legal process.

4.5           Returning Company Documents . Upon termination of employment or on demand by the Company during Executive’s employment, the Executive shall immediately deliver to the Company, and shall not keep in the Executive’s possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Company Confidential Information, Associated Third Party Confidential Information, as well as all devices and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, photographs, charts, any other documents and property, and reproductions of any and all of the aforementioned items that were developed by the Executive pursuant to the Executive’s employment with the Company, obtained by the Executive in connection with the Executive’s employment with the Company, or otherwise belonging to the Company, its successors, or assigns.

4.6           Notification of New Employer . In the event that the Executive’s employment is terminated, the Executive agrees to inform the Executive’s new employer about this Agreement and the Executive’s continuing obligations hereunder.

4.7           Compliance with Law . The Executive agrees that at all times during the Executive’s employment, the Executive shall be in full compliance with applicable laws and regulations and shall take no action which would, if performed directly by the Company, not be in full compliance with applicable laws and regulations. This includes the Executive not taking any actions in violation of the United States Foreign Corrupt Practices Act and similar laws or regulations.

4.8           Regulatory Compliance Procedures . The Executive acknowledges that the Company and its affiliates may maintain restrictions regarding the personal securities and commodities transactions, private investments and outside business activities of employees and certain consultants. The Executive agrees to comply with all such restrictions made applicable to the Executive.

5.1           Arbitration . The Executive and the Company agree to submit to final and binding arbitration in New York County, New York any and all disputes between the Executive and the Company (or its affiliates or other employees) concerning, related to or touching upon in any way (i) the interpretation, application or compliance with the terms and conditions of this Agreement and/or (ii) any claim, cause of action or demand, whether statutory or at common law, related to or concerning in any way the Executive’s employment with the Company.

5.2           Procedure . Except as provided in Section 5.6 hereof, neither party will commence or pursue any litigation against the other on any claim or cause of action that is or was subject to arbitration under this Agreement. It is hereby irrevocably agreed that any action filed by any party to this Agreement against the other that is not subject to final and binding arbitration in accordance with this Agreement, as well as any action or petition to compel arbitration or to vacate or confirm any arbitration award, and any other action of any kind whatsoever (except a claim for workers’ compensation) between the parties to this Agreement related to or concerning this Agreement or the Executive’s employment with the Company, must be brought exclusively in either the Supreme Court of the State of New York, County of New York, or the United States District Court, Southern District of New York. Each party irrevocably and unconditionally submits to the personal jurisdiction of such courts and waives, to the fullest extent permitted by law, any objections that it may now or hereafter have to the laying of the jurisdiction and venue of any such suit, action or proceeding brought in such courts and any claim that any such suit and action or proceeding brought in such court has been brought in an inconvenient forum. In any suit, action or proceeding, each party waives, to the fullest extent it may effectively do so, personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail, or by regular mail if the certified mail is sent to the party’s last known address and returned unclaimed by the post office. In the event that either party to this Agreement brings or pursues a dispute in a court of law, which dispute is subject to final and binding arbitration in accordance with this Agreement, then that party shall pay all reasonable attorneys’ fees and court costs incurred by the other party in filing any petition or motion to compel arbitration, motion to dismiss or other pleading or motion with said court to enforce arbitration under those procedures. The Executive and the Company hereby knowingly, voluntarily and intentionally waive any right either may have to a trial by jury with respect to any action filed by any party to this Agreement against the other that is not subject to final and binding arbitration in accordance with this Agreement.

5.3           Applicable Rules . Any arbitration under this Agreement shall be governed by the Commercial Arbitration Rules of the American Arbitration Association (“ AAA Rules ”) then in effect, subject to the provisions of this Agreement. The Executive acknowledges and agrees that the Executive has had an opportunity to review the AAA Rules including, among others, the requirement that a party initiating a claim must pay a filing fee. In the event the Executive submits a claim to the AAA, the Company has agreed to split such fee on an equal basis. All other arbitration fees payable to the AAA shall be apportioned as required by the AAA Rules, or as ordered by the arbitrator.

5.4           Applicable Law . The law applicable to any controversy shall be the law of the State of New York, regardless of principles of conflicts of laws. The arbitrator shall have the power to award compensatory and punitive damages, to award preliminary and injunctive relief, and to make any other award the arbitrator deems is necessary to a just and efficient resolution of any dispute. The arbitrator shall have the power to determine his or her own jurisdiction, and claim that any dispute, claim or cause of action is not subject to arbitration shall be submitted for final resolution to the arbitrator. In the event the arbitrator awards preliminary injunctive relief, the arbitrator shall have the power to award damages, including punitive damages, for any breach of any preliminary injunction.

5.5           Nature of Agreement . This agreement to arbitrate and any resulting arbitration award shall be governed by and subject to the Federal Arbitration Act. All aspects of any arbitration procedure under this Agreement, including the hearing and the record of the proceedings, are confidential and will not be open to the public, except to the extent the parties agree otherwise in writing, or as may be appropriate in any subsequent proceedings between the parties, or as may otherwise be appropriate in response to a request or subpoena from a governmental agency or other legal process. The Executive acknowledges and agrees that the Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. The Executive further acknowledges and agrees that the Executive has carefully read this Agreement and that the Executive has asked questions needed to understand the terms, consequences, and binding effect of this Agreement and fully understand it, including that the Executive is waiving the Executive’s right to a jury trial.

5.6           Equitable Relief . The Executive agrees that any breach of the terms of Sections 4.2, 4.3, 4.4 or 4.5 of this Agreement would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled from an appropriate court in New York, NY to an immediate injunction in aid of and/or pending arbitration and/or a restraining order to prevent such breach or threatened breach or continued breach by the Executive and/or any and all persons and/or entities acting for and/or with the Executive, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this Section 5.6 shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Executive. The Executive and the Company further agree that the covenants of the aforementioned Sections are reasonable and necessary to protect the businesses of the Company because of the Executive’s access to Confidential Information and the Executive’s material participation in the operation of such businesses. The existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained in the aforementioned Sections.

6.1           Compliance . The intent of the parties is that payments and benefits under this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) (together with the regulations and guidance thereunder, “ Section 409A ”); accordingly, to the maximum extent permitted, the Agreement shall be interpreted accordingly. The Parties acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided by the Company to the Executive that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. If, however, any such benefit or payment is deemed to not comply with Section 409A, the Company and the Executive agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any severance payments payable hereof) so that either (i) Section 409A will not apply or (ii) compliance with Section 409A will be achieved; provided, however, that any resulting renegotiated terms shall provide to the Executive the after-tax economic equivalent of what otherwise has been provided to the Executive pursuant to the terms of this Agreement, and provided further, that any deferral of payments or other benefits shall be only for such time period as may be required to comply with Section 409A. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive by Section 409A or any damages for failing to comply with Section 409A.

6.2           Six Month Delay for Specified Employees . If any payment, compensation or other benefit provided to the Executive in connection with the Executive’s employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is a specified employee as defined in Section 409A(2)(B)(i), no part of such payments shall be paid before the day that is six (6) months plus one (1) day after the Executive’s Termination Date (the “ New Payment Date ”). The aggregate of any payments that otherwise would have been paid to the Executive during the period between the date of termination and the New Payment Date shall be paid to the Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the six-month period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during such six-month period promptly after its conclusion.

6.3           Termination as Separation from Service . A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment until such termination is also a “separation from service” within the meaning of Section 409A and for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “terminate,” “termination of employment” or like terms shall mean separation from service. As permitted by Treasury Regulation 1.409A-1(h)(1)(ii), 49% shall be substituted in lieu of 20% for the average level of bona fide services performed during the immediately preceding 36 month period in order to constitute a “separation from service.”

6.4           Payments for Reimbursements, In-Kind Benefits . All reimbursements for costs and expenses under this Agreement shall be paid in no event later than the end of the calendar year following the calendar year in which the Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided, however, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

6.5           Payments within Specified Number of Days . Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

6.6           Installments as Separate Payment . If under this Agreement, an amount is paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment.

7.1           Indemnification . The Company shall indemnify the Executive to the fullest extent provided under Delaware law and shall provide the Executive, with respect to claims arising or asserted during the Term and for six years thereafter, Directors and Officers Insurance no less favorable that then apply to the Company’s directors and officers generally.

7.2           Withholding . All amounts paid to the Executive under this Agreement during or following the Term shall be subject to withholding and other employment taxes imposed by applicable law. The Executive shall be solely responsible for the payment of all taxes imposed on the Executive relating to the payment or provision of any amounts or benefits hereunder.

7.3           Amendments and Waivers . This Agreement and any of the provisions hereof may be amended, waived (either generally or in a particular instance and either retroactively or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the parties hereto; provided , that, the observance of any provision of this Agreement may be waived in writing by the party that will lose the benefit of such provision as a result of such waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

7.4           Assignment; No Third-Party Beneficiaries . Neither this Agreement, nor any rights and obligations hereunder, may be assigned by the Company or the Executive without the prior written consent of the other party, and any purported assignment in violation hereof shall be null and void. Nothing in this Agreement shall confer upon any person not a party to this Agreement, or the legal representatives of such person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, except the personal representative of the deceased Executive may enforce the provisions hereof applicable in the event of the death of the Executive. Notwithstanding the foregoing, the Company is authorized to assign this Agreement to a successor to substantially all of its assets and liabilities, including by reason of merger.

7.5           Notices . Every notice relating to this Agreement shall be in writing and shall be given by personal delivery, by e-mail or by a reputable same-day or overnight courier service (charges prepaid), by registered or certified mail, postage prepaid, return receipt requested, or by facsimile to the recipient with a confirmation copy to follow the next day to be delivered by personal delivery or by a reputable same-day or overnight courier service to the appropriate party’s address or fax number below (or such other address and fax number as a party may designate by notice to the other parties):

7.6           Governing Law . This Agreement shall be construed and enforced in accordance with, and the rights and obligations of the parties hereto shall be governed by, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

7.7           Severability . Whenever possible, each provision or portion of any provision of this Agreement, including those contained in Section 4 hereof, will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision or portion of any provision, in any other jurisdiction. In addition, should a court or arbitrator determine that any provision or portion of any provision of this Agreement, including those contained in Section 4 hereof, is not reasonable or valid, either in period of time, geographical area, or otherwise, the parties hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid.

7.8           Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior representations, agreements and understandings (including any prior course of dealings), both written and oral, between the parties hereto with respect to the subject matter hereof. To the extent that any term or provision of such other agreements or the Company’s policies or procedures conflict with this Agreement, the terms and provisions of this Agreement will govern and prevail.

7.9           Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

7.10         Binding Effect . Subject to Section 7.4 hereof, this Agreement shall inure to the benefit of, and be binding on, the successors and assigns of each of the parties, including, without limitation, the Executive’s heirs and the personal representatives of the Executive’s estate and successor to at least 50% of the business and/or assets of the Company, including by merger, purchase or otherwise.

7.11         General Interpretive Principles . The name assigned this Agreement and headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations.

*                        *                        *

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

EXHIBIT A

GENERAL RELEASE OF ALL CLAIMS

This General Release of all Claims (this “ Agreement ”) is entered into by Lawrence Hannon (“ Executive ”) on [●] (the “ Effective Date ”).

In consideration of the promises set forth in the Employment Agreement among Executive and ProSight Global, Inc. (the “ Company ”) dated July 29, 2019, as amended from time to time (the “ Employment Agreement ”), as well as any promises set forth in this Agreement, Executive and the Company agrees as follows:

(1)         Executive’s General Release and Waiver of Claims

For purposes of this Agreement, the “ Released Parties ” means, individually and collectively, the Company, its parent, subsidiary, and affiliated companies, GS Capital Partners VI Fund, L.P., and its subsidiaries and affiliated funds, TPG Partners VI, L.P. and its direct and indirect parent companies, subsidiaries and affiliates, including affiliated investment funds and management companies, and each of such entities’ successors, assigns, current or former employees, officers, directors, owners, shareholders, representatives, administrators, fiduciaries, agents, insurers, and employee benefit programs (and the trustees, administrators, fiduciaries and insurers of any such programs).

Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Executive pursuant to the Employment Agreement, Executive hereby unconditionally and forever releases, discharges and waives any and all actual and potential claims, liabilities, demands, actions, causes of action, suits, costs, controversies, judgments, decrees, verdicts, attorneys’ and consultants’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, other than the Excluded Obligations (as defined below) (the “ Released Claims ”) against the Released Parties. The Released Claims include any and all matters relating to Executive’s employment including, without limitation, claims or demands related to salary, bonuses, commissions, stock, equity awards, or any other ownership interest in the Company or any of their affiliates, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims for discrimination based upon race, color, sex, creed, national origin, age, disability or any other characteristic protected by federal, state or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation or order, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act; claims under the Employee Retirement Income Security Act of 1974, as amended; the Equal Pay Act; the Fair Labor Standards Act, as amended; the Family and Medical Leave Act of 1993, as amended; the Age Discrimination in Employment Act of 1967, as amended (the “ ADEA ”), the New York State Human Rights Law, the New York Labor Law, the New York State Civil Rights Law, the New York City Human Rights Law, New Jersey Law Against Discrimination, New Jersey Conscientious Employee Protection Act, The New Jersey Family Leave Act, The New Jersey Wage Payment Law, The New Jersey Wage and Hour Law, The New Jersey Equal Pay Act, retaliation claims under the New Jersey Workers’ Compensation Law, or the laws of any country governing discrimination in employment, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud or misrepresentation under any statute, rule or regulation or under the common law and any other claims under the common law.

Notwithstanding the foregoing, Executive does not release, discharge or waive any claims related to (1) rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by Executive of this Agreement, (2) any vested equity interest in the Company or an affiliate, (3) rights under the ProSight Global, Inc. Stockholders Agreement, dated July 29, 2019, and any equity ownership agreement, (4) rights to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by the Company or an affiliate (including by way of example and without limitation, the Executive’s right to pursue a claim for benefits under the Company’s or an affiliate’s group health plan with respect to a claim arising prior to the date of this Agreement), (5) rights as an equity holder of the Company or an affiliate, (6) rights to be indemnified and/or advanced expenses under any corporate document of the Company or an affiliate, any agreement or pursuant to applicable law or to be covered under any applicable directors’ and officers’ liability insurance policies, (7) any claim or cause of action to enforce the Executive’s rights under this Agreement, (8) any right to receive an award from a government agency under its whistleblower program for reporting in good faith a possible violation of law to such government agency, (10) any recovery to which Executive may be entitled pursuant to applicable workers’ compensation and unemployment insurance laws, (11) Executive’s right to challenge the validity of the waiver and release of ADEA claims, and (12) any right where a waiver is expressly prohibited by law (the “ Excluded Obligations ”).

(2)         Executive’s Release and Waiver of Claims Under the Age Discrimination in Employment Act

Executive acknowledges that the Company hereby advised Executive to consult with an attorney of Executive’s choosing, and through this Agreement advise Executive to consult with Executive’s attorney with respect to possible claims under the ADEA, and Executive acknowledges that Executive understands that the ADEA is a federal statute that prohibits discrimination, on the basis of age, in employment, benefits and benefit plans. Executive wishes to knowingly and voluntarily waive any and all claims under the ADEA that Executive may have, as of the Effective Date, against the Released Parties, and hereby waives such claims. Executive further understands that, by signing this Agreement, Executive is in fact waiving, releasing and forever giving up any claim under the ADEA against the Released Parties that may have existed on or prior to the Effective Date. Executive acknowledges that the Company has informed Executive that Executive has, at his or her option, at least twenty-one (21) days following the Effective Date in which to sign the waiver of this claim under ADEA, which option Executive may waive by signing this Agreement prior to the end of such twenty-one (21) day period. Executive also understands that Executive has seven (7) days following the date on which Executive signs this Agreement within which to revoke the release contained in this paragraph, by providing to the Company a written notice of Executive’s revocation of the release and waiver contained in this paragraph. Executive further understands that this right to revoke the release contained in this paragraph relates only to this paragraph and does not act as a revocation of any other term of this Agreement.

(3)         Proceedings

Executive has not filed, and agrees not to initiate or cause to be initiated on Executive’s behalf, any complaint, charge, claim or proceeding against the Company or any other Released Party before any local, state or federal agency, court or other body relating to the Released Claims (each, individually, a “ Proceeding ”), and agrees not to participate voluntarily in any Proceeding. Executive waives any right Executive may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. For the avoidance of doubt, this Section 3 shall not apply to the Excluded Obligations.

(4)         Remedies

If Executive initiates or voluntarily participates in any Proceeding, or if Executive fails to abide by any of the terms of this Agreement or the restrictive covenants contained in the Employment Agreement, or if Executive revokes the ADEA release contained in Section 2 of this Agreement within the seven (7)-day period provided under Section 2, the Company may, in addition to any other remedies they may have, reclaim any amounts paid to Executive under the termination provisions of the Employment Agreement or terminate any benefits or payments that are subsequently due under the Employment Agreement and are payable based on Executive executing this Agreement, without waiving the release granted herein. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s post-termination obligations under the Employment Agreement or Executive’s obligations under Sections 1, 2 and 3 of this Agreement would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual or consequential damage or the necessity of posting a bond. This provision shall not adversely affect any rights Executive may have under the ADEA.

Executive understands that by entering into this Agreement Executive will be limiting the availability of certain remedies that Executive may have against the Company and limiting also Executive’s ability to pursue certain claims against the Company.

(5)         Severability Clause

In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

(6)         Non-admission

Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of the Executive, the Company or any of the Released Parties.

(7)         Governing Law

The validity, interpretation, construction and performance of this Agreement and disputes or controversies arising with respect to the transactions contemplated herein shall be governed by the laws of the State of New York, irrespective of New York’s choice-of-law principles that would apply the law of any other jurisdiction.

EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS READ THIS AGREEMENT AND THAT EXECUTIVE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT EXECUTIVE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF EXECUTIVE’S OWN FREE WILL.

IN WITNESS WHEREOF, the Executive has executed this Agreement as of the date set forth below (or, if Executive does not include a date under Executive’s signature line, the date set forth shall be the date this Agreement, signed by Executive, is received by either of the Company).

EXECUTIVE

Address:

[Signature Page to General Release]

Exhibit 10.3

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of July 29, 2019 (the “ Agreement ”), by and between ProSight Global, Inc. (the “ Company ”), a Delaware corporation, and Anthony Piszel (the “ Executive ”).

WHEREAS, the Company and Executive are parties to a Severance and Restrictive Covenant Agreement, dated April 11, 2016 as amended on July 29, 2016 (the “ Prior Agreement ”); and

WHEREAS, the Company desires to continue the Executive’s employment with the Company under the terms set forth herein, which shall replace and supersede the Prior Agreement in its entirety.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration, the sufficiency of which is acknowledged, the parties hereto agree as follows:

1.1           Term . The Company agrees to continue to employ the Executive, and the Executive agrees to continue to be employed by the Company, in each case pursuant to this Agreement, for a period commencing on the date of the Initial Public Offering (the “ IPO ”) (such date, the “ Effective Date ”) and ending on the earlier of (i) the third (3rd) anniversary of the Effective Date and (ii) the termination of the Executive’s employment in accordance with Section 3 hereof (the “ Term ”). The Term shall be extended for an additional one year period on the third (3rd) anniversary of the Effective Date, and each subsequent anniversary thereof, absent ninety (90) days advance written notice of non-extension from either party to the other. In the event the Company elects not to extend the Term (other than for Cause), the Executive’s employment shall be deemed to be terminated “without Cause” for all purposes under this Agreement on the last day of the Term, and the Executive shall cease to provide services to the Company in the capacity of an employee following such date. Notwithstanding anything to the contrary, Sections 4 and 5 shall survive termination of this Agreement and shall continue to apply following the termination of the Executive’s employment for any reason or no reason (including, without limitation, due to the expiration of the Term, a resignation by the Executive or a termination by the Company).

1.2           Duties . During the Term, the Executive shall serve as the Company’s Chief Financial Officer and shall report directly to the Chief Executive Officer. In the Executive’s position of Chief Financial Officer, the Executive shall have all authorities customary for the Chief Financial Officer of a company that is of the Company’s size and nature, plus such additional duties, consistent with the foregoing, as the Chief Executive Officer may reasonably assign. The principal place of employment, and principal office, shall be in the New York metropolitan area unless otherwise agreed by the Board.

1.3           Exclusivity . During the Term, the Executive shall devote his or her entire business time and efforts to the business of the Company, shall faithfully serve the Company, and shall conform to and comply with the lawful and reasonable directions and instructions given to the Executive by the Chief Executive Officer. During the Term, the Executive may, only to the extent not interfering with the Executive’s duties at the Company, manage his or her personal investments and affairs. The Executive shall not, either directly or indirectly, act as an executive of or render any business, commercial or professional services to any other person, firm or organization, other than services without compensation to not-for-profit organizations which do not interfere with the Executive’s responsibilities to the Company. Notwithstanding the foregoing, during the Term, the Executive may serve on the board of directors, trustees or any similar governing body of a for-profit entity provided that such service has been approved in advance by the Board of Directors of the Company (the “ Board ”).

2.1           Salary . As compensation for the performance of the Executive’s services hereunder during the Term, effective as of the Effective Date, the Company shall pay to the Executive a salary at an annual rate of five hundred fifty thousand dollars ($550,000), payable in accordance with the Company’s standard payroll policies (the “ Base Salary ”). The Board may determine to increase (but not decrease) the Executive’s Base Salary in such amount as the Board may determine in its sole and absolute discretion.

2.2           Annual Bonus . For 2019 and each completed calendar year occurring during the Term thereafter, the Executive shall be eligible for an annual bonus under the Company’s Short Term Incentive Program (such bonus, the “ Annual Bonus ” and such program, the “ STIP ”). Under the STIP, the Executive’s Annual Bonus will have a target of not less than 100% of Base Salary (which target may be increased (but not decreased) from time to time as the Board may determine in its sole and absolute discretion). The Annual Bonus shall be paid in cash no later than March 15th of the calendar year following the calendar year in which the Annual Bonus was earned, subject to achievement of specified performance metrics. The Annual Bonus will be earned at 50% of target for threshold performance and up to 150% of target for maximum performance, subject to the discretion of the Board. The Executive’s Annual Bonus will be based on performance metrics as determined by the Board.

2.3           Annual Long-Term Incentive Awards . During the Term, the Executive will be eligible to receive annual grants under the Company’s 2019 Equity Incentive Plan or any successor plan. For 2019, the Executive’s annual long-term incentive awards will have an aggregate grant date target value of $458,370 and will be 50% in the form of time-based restricted stock units and 50% in the form of performance-based restricted stock units and will be granted to the Executive on or as soon as reasonably practicable following the Effective Date. The time-based restricted stock units will vest ratably in annual installments over three years commencing on the grant date and the performance-based restricted stock units will vest based on the level of achievement of previously determined performance metrics over a three-year performance period from January 1, 2019 through December 31, 2021, in each case subject to continued employment through the applicable vesting date and to the terms and conditions set forth in the applicable equity award agreement. The Executive shall be granted, subject to approval by the Board, annual long-term incentive awards in the first quarter of each year during the Term with an aggregate grant date target value equal to, for 2020 and 2021, 157% of Base Salary, and for 2022 and subsequent years during the Term, 200% of Base Salary (which target may be increased (but not decreased) from time to time as the Board may determine in its sole and absolute discretion). Each future annual long-term incentive award shall include termination of employment provisions that are no less favorable than the termination of employment provisions set forth in the 2019 annual long-term incentive awards.

2.4           Employee Benefits . During the Term, the Executive shall be eligible to participate in such health and other group insurance and other employee benefit plans and programs of the Company as may be in effect from time to time on the same basis as other senior executives of the Company.

2.5           Vacation . During the Term, the Executive shall be entitled to reasonable paid vacation time each calendar year and all paid holidays recognized by the Company, each as in accordance with the Company’s policies and procedures.

2.6           Business Expenses . The Company shall pay or reimburse the Executive, upon presentation of documentation, for all commercially reasonable business out-of-pocket expenses that the Executive incurs during the Term in performing the Executive’s duties under this Agreement and in accordance with the expense reimbursement policy of the Company as approved by the Board (or a committee thereof) and in effect from time to time. Payments with respect to reimbursements of expenses shall be made promptly, but in any event no later than thirty (30) days following the date upon which the relevant expense report is filed by the Executive.

3.1           Termination of Employment . The Company may terminate the Executive’s employment for any reason during the Term at any time upon not less than thirty (30) days’ notice, or without prior notice in connection with a termination by the Company for Cause (the date on which the Executive’s employment terminates, the “ Termination Date ”). The Executive may terminate the Executive’s employment during the Term at any time upon not less than ninety (90) days’ notice. The Company may shorten any notice of termination of employment which the Executive is required to give pursuant to the immediately preceding sentence. Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall be entitled to (i) payment of any Base Salary earned but unpaid through the Termination Date, (ii) any earned but unpaid Annual Bonuses for calendar years completed prior to the Termination Date, (iii) any accrued and unpaid employee benefits under Section 2.4 hereof in accordance with the terms of the applicable employee benefits plans, and (iv) any unreimbursed expenses in accordance with Section 2.6 hereof (collectively, the “ Accrued Amounts ”). Other than as otherwise provided under the terms of the relevant employee benefit plan or expense policy, the Accrued Amounts shall be paid to the Executive within thirty (30) days of the Termination Date.

3.2           Certain Terminations .

(a) Termination due to Death or by the Company due to Disability . If the Executive’s employment is terminated due to death or by the Company due to Disability, in addition to the Accrued Amounts, the Executive shall be entitled to payment of the Executive’s Annual Bonus for the year in which the Termination Date occurs, based on target performance and pro-rated to reflect the number of days that have elapsed for such year prior to the Termination Date, paid in cash within thirty (30) days of the Termination Date (the “ Target Pro Rata Bonus ”).

(b) Termination due to Executive’s Non-Extension of the Term . If the Executive’s employment is terminated due to the Executive’s non-extension of the Term pursuant to Section 1.1. hereof, in addition to the Accrued Amounts, the Executive shall be entitled to payment of the Executive’s Annual Bonus for the year in which the Termination Date occurs, based on actual performance and pro-rated to reflect the number of days that have elapsed for such year prior to the Termination Date, paid in cash no later than March 15th of the calendar year following the calendar year in which the Termination Date occurs.

(c) Termination by the Company Without Cause; Termination by the Executive for Good Reason . If the Executive’s employment is terminated (i) by the Company without Cause (including due to the Company’s non-extension of the Term pursuant to Section 1.1 hereof) or (ii) by the Executive for Good Reason, in addition to the Accrued Amounts, the Executive shall be entitled to (A) the Severance Amount and (B) the Target Pro Rata Bonus (together with the Severance Amount, the “ Severance Payments ”).

(d) Release . The Company’s obligations to make the Severance Payments shall be conditioned upon: (i) the Executive’s continued compliance with the Executive’s obligations under Section 4 hereof, and (ii) the Executive’s execution, delivery and non-revocation within sixty (60) days following the Termination Date of a valid and enforceable general release of claims substantially in the form attached hereto as Exhibit A (the “ Release ” and such period, the “ Release Period ”). The first payment of the Severance Amount shall be made, inclusive of any other amounts that would otherwise have been paid prior to such date pursuant to the previous sentence, on the first payroll date following the date that the Release becomes effective and irrevocable; provided, that if the Release Period spans two tax years of the Executive or if the Release Period plus the first payroll date following the Release Period spans two tax years of the Executive, the first payment of the Severance Amount shall be made in the second tax year on the first payroll date after the Release becomes effective and irrevocable.

(e) Definitions . For purposes of this Agreement, the following terms have the following meanings:

(1)           “ Cause ” shall mean (i) the Executive’s willful refusal to substantially perform, or the willful failure to make good faith efforts to substantially perform, material duties for the Company as lawfully directed by the Board, which refusal or failure remains uncured for fifteen (15) days after the Executive receives written notice from the Board demanding cure; (ii) the Executive engages in gross misconduct or gross neglect that is materially injurious to the Company; (iii) the Executive is indicted for, convicted of, or enters a plea of guilty or nolo contendere to, a felony or a misdemeanor involving moral turpitude or (iv) the Executive’s material breach of Section 4.1 (Executive’s Representations), 4.2 (Unauthorized Disclosure) or 4.5 (Returning Company Documents) or the Executive’s breach of 4.3 (Non-Competition and Non-Solicitation), 4.4 (Non-Disparagement) or 4.7 (Compliance with Law) hereof.

(2)           “ Change in Control ” shall have the meaning provided in the ProSight Global, Inc. 2019 Equity Incentive Plan.

(3)           “ Disability ” shall mean the Executive is entitled to receive long-term disability benefits under the long-term disability plan of the Company in which Executive participates, or, if there is no such plan, the Executive’s incapacity, due to physical or mental illness, to perform the Executive’s duties in connection with his or her Employment for a continuous period of one hundred and eighty (180) days.

(4)           “ Good Reason ” shall mean the occurrence of any of the following events without either the Executive’s prior express written consent or cure by the Company within thirty (30) days after the Executive gives written notice to the Company within thirty (30) days of the occurrence of the event describing such event and requesting cure: (i) a material reduction in Base Salary or target annual bonus opportunity; (ii) a material diminution in position, authority, duties or responsibilities; (iii) the breach in any material respect by the Company of any of its obligations set forth in this Agreement or any equity award agreement; or (iv) a relocation of the Executive’s primary place of employment by more than 30 miles from that in effect on the Effective Date.

(5)           “ Severance Amount ” shall mean an amount equal to: one (1) times the sum of the Executive’s (i) Base Salary plus (ii) target Annual Bonus, paid in equal installments during the one (1) year period beginning on the Termination Date, provided that the Company may cease making the Severance Amount installment payments if the Executive (i) materially breaches any of the provisions in Sections 4.1 (Executive’s Representations), 4.2 (Unauthorized Disclosure) or 4.5 (Returning Company Documents) hereof and fails to cure such breach, if curable, within fifteen (15) days after receiving notice from the Company demanding cure or (ii) breaches any of the provisions in Sections 4.3 (Non-Competition and Non-Solicitation), 4.4 (Non-Disparagement) or 4.7 (Compliance with Law) hereof. Notwithstanding the foregoing, in the event of the Executive’s termination of employment by the Company without Cause or by the Executive for Good Reason, in each case during the six months preceding or 24 month period following a Change in Control, the Severance Amount will be paid in a lump sum.

3.3           Exclusive Remedy . Notwithstanding any other provision of this Agreement, the provisions of this Section 3 shall exclusively govern the Executive’s rights in connection with termination of employment with the Company, provided that the treatment of the Executive’s outstanding equity awards upon a termination of employment shall be governed by the terms set forth in the applicable equity award agreements.

3.4           Resignation from All Positions . Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall resign as of such Termination Date from all positions the Executive then holds as an officer, director, employee and member of the boards of directors (and any committee thereof) of the Company and its affiliates. The Executive shall be required to timely execute such writings as are required by the Company to effectuate the foregoing.

3.5           Retirement . It is anticipated that the Executive will retire from the Company not earlier than three years from the Effective Date. In connection therewith and prior to the Executive’s retirement, the Company agrees to enter into a retention arrangement with the Executive pursuant to which the Executive will assist with the transition of his duties and responsibilities to his successor and will receive financial consideration in an amount and on terms to be mutually agreed by the parties, subject to Board approval.

4.1           Executive’s Representation . The Executive represents to the Company that (i) the Executive’s execution and performance of this Agreement does not violate any agreement or obligation (whether or not written) that the Executive has with or to any person or entity, including, but not limited to, any prior recipient of the Executive’s services and (ii) the Executive is not subject to any agreement or obligation (whether or not written) that could limit, restrain, restrict or impair the Executive’s ability to (A) compete in any way with any previous employer or other person or entity wherever located, (B) use any information obtained from any previous employer or other person or entity, or (C) solicit or hire, directly or indirectly, any current or former employee or agent of any of the Executive’s former employers..

4.2           Unauthorized Disclosure .

(a) Company Information . The Executive agrees that during the Executive’s employment and thereafter, to hold in the strictest confidence, and not to use, except for the benefit of the Company and its affiliates, or to disclose to any person, firm or corporation without written authorization of the Board, any Company Confidential Information (as defined below), except, in all cases, as otherwise required by applicable law, regulation or legal process. The Executive understands that “ Company Confidential Information ” means any of the following applicable to the Company and its affiliates: information that relates to the actual or anticipated business, research or development of the Company, or to the Company’s technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services and markets therefor, customer or client lists and customers (including, but not limited to, customers or clients of the Company on which the Executive called or with which the Executive may become acquainted during the Executive’s employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information; provided, however, that Company Confidential Information does not include any of the foregoing items to the extent the same have become publicly known and made generally available through no wrongful act of the Executive or of others. The Executive acknowledges the highly confidential nature of information regarding the Company’s customers, affiliates, sub-affiliates, employees, agents, independent contractors, suppliers and consultants and agrees that during the Executive’s employment and thereafter, the Executive shall not use or allow a third party to use the Company Confidential Information or Associated Third Party Information (as defined below) to directly or indirectly (i) hire, solicit, recruit, or induce to leave the employ the Company any employee, agent, independent contractor or consultant of the Company, (ii) to solicit the business of any clients or customers of the Company (other than on behalf of the Company) or (iii) encourage to terminate or alter any relationship between the Company and any customer, affiliate, sub-affiliate, employee, agent, independent contractor, supplier, consultant or any other person or company. Notwithstanding anything to the contrary in this Agreement or otherwise, nothing in this Agreement or in any other agreement with or policy of the Company shall be applied or construed in a manner which limits or interferes with the Executive’s rights under applicable law, without notice to or authorization of the Company, to communicate and cooperate in good faith with any self-regulatory organization or U.S. federal, state, or local governmental or law enforcement branch, agency, commission, or entity (collectively, a “ Government Entity ”) or the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Entity, including by providing documents or other information, or (iii) filing a charge or complaint with a Government Entity, provided that in each case, such communications, participation, and disclosures are consistent with applicable law. The Executive is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code, known as the Defend Trade Secrets Act, provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to the Executive’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order. All disclosures and activities permitted under this Section 4.2(a) are herein referred to as “Protected Activities.” Notwithstanding the foregoing, under no circumstance will Executive be authorized to disclose any Confidential Information as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine, without prior written consent of the Company’s General Counsel or other authorized officer designated by the Company.

(b) Former Employer Information . The Executive agrees that during his or her employment the Executive will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former employer or other person or entity. Executive further agrees that the Executive will not bring onto the premises of the Company or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any such employer, person, or entity unless consented to in writing by both the Company and such employer, person, or entity.

(c) Third-Party Information . The Executive recognizes that the Company may have received and in the future may receive from third parties associated with the Company, e.g., the Company’s customers, clients, suppliers, licensors, licensees, partners, or collaborators (“ Associated Third Parties ”), their confidential or proprietary information (“ Associated Third Party Confidential Information ”). By way of example, Associated Third Party Confidential Information may include the habits or practices of Associated Third Parties, the technology of Associated Third Parties, requirements of Associated Third Parties, and information related to the business conducted between the Company and such Associated Third Parties. The Executive agrees at all times during the Executive’s employment and thereafter to hold in the strictest confidence, and not to use or to disclose to any person, firm, or corporation, any Associated Third Party Confidential Information, except as necessary in carrying out the Executive’s work for the Company consistent with the Company’s agreement with such Associated Third Parties or as otherwise required by applicable law, regulation or legal process.

4.3           Non-Competition; Non-Solicitation . During the period commencing on the date hereof and ending one (1) year after the termination of the Executive’s employment, the Executive will not, and will not permit any person or entity with which the Executive is associated to, without first obtaining the written permission of the Board, directly or indirectly:

(a) hold any economic interest in any Competitive Enterprise (other than a passive equity interest of up to 3% in a publicly traded company with a market capitalization of $500 million or more);

(b) manage, control, participate in any way in, consult with or render services to, or otherwise associate with (including as a director, manager, officer, employee, partner, member, consultant, agent or advisor) a Competitive Enterprise (this paragraph 4.3(b), together with 4.3(a), the “ Non-Competition Covenant ”);

(c) solicit, except in the normal course of business on behalf of the Company, any of the Company’s customers, clients, employees, non-employee insurance agents, brokers or producers (or individuals who were employees, non-employee insurance agents, brokers or producers within six months of the Executive’s solicitation) to, as applicable, limit or cease their business relationships with, or leave their employment or limit their services to, the Company, or attempt to solicit the Company’s customers, clients, employees, non-employee insurance agents, brokers or producers, either for the Executive or for any other person or entity; or

(d) hire any person who is, or at any time within the twelve (12) month period prior to the termination of the Executive’s employment was, an employee, independent contractor or consultant of the Company or its affiliates (other than on behalf of the Company or its affiliates) and who reported to or otherwise interacted with the Executive during Executive’s employment;

provided, that Sections 4.3(a) and (b) shall apply for a period of two (2) years following the termination of Executive’s employment with respect to a Competitive Enterprise in which Joseph Beneducci, Lawrence Hannon or Robert Bailey are employed and Section 4.3(d) shall apply for a period of two (2) years following the termination of Executive’s employment with respect to your solicitation of Joseph Beneducci, Lawrence Hannon and Robert Bailey to work at a Competitive Enterprise; and

further provided, that , if the Executive’s employment is terminated by the Executive without Good Reason, the Non-Competition Covenant will cease to apply unless the Company elects to pay to the Executive the Severance Amount.

For purposes of this Section 4.3, “ Competitive Enterprise ” shall mean (i) any enterprise engaged in the business of underwriting insurance in the commercial lines property and casualty market to small and medium-sized enterprises in the United States, or (ii) any other business that the Company or any of its Affiliates is materially engaged in as of the date of this Agreement and as the business of the Company and its Affiliates evolves during the Executive’s employment, or (iii) any business of the Company and its Affiliates which Executive managed, controlled or developed during the two year period preceding Executive’s termination of employment with the Company.

4.4           Non-disparagement . The Executive agrees that, during the Executive’s employment and for a period of four years following the date of termination of the Executive’s employment, the Executive will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Company or its affiliates or their respective current or former officers, directors, employees, advisors, businesses or reputations. The Company agrees that, during the Executive’s employment and for a period of four years following the date of termination of Executive’s employment, the Company will not make, and will instruct the officers, directors and spokespersons of the Company to refrain from making any public statements (or authorizing any statements to be reported as being attributed to the Company) that are critical, derogatory or which may tend to injure the reputation or business of the Executive. Notwithstanding the foregoing, nothing in this Agreement shall be applied or construed in a manner that limits or interferes with the Executive’s right to engage in Protected Activities or make truthful statements or disclosures that are required by applicable law, regulation, or legal process.

4.5           Returning Company Documents . Upon termination of employment or on demand by the Company during Executive’s employment, the Executive shall immediately deliver to the Company, and shall not keep in the Executive’s possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Company Confidential Information, Associated Third Party Confidential Information, as well as all devices and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, photographs, charts, any other documents and property, and reproductions of any and all of the aforementioned items that were developed by the Executive pursuant to the Executive’s employment with the Company, obtained by the Executive in connection with the Executive’s employment with the Company, or otherwise belonging to the Company, its successors, or assigns.

4.6           Notification of New Employer . In the event that the Executive’s employment is terminated, the Executive agrees to inform the Executive’s new employer about this Agreement and the Executive’s continuing obligations hereunder.

4.7           Compliance with Law . The Executive agrees that at all times during the Executive’s employment, the Executive shall be in full compliance with applicable laws and regulations and shall take no action which would, if performed directly by the Company, not be in full compliance with applicable laws and regulations. This includes the Executive not taking any actions in violation of the United States Foreign Corrupt Practices Act and similar laws or regulations.

4.8           Regulatory Compliance Procedures . The Executive acknowledges that the Company and its affiliates may maintain restrictions regarding the personal securities and commodities transactions, private investments and outside business activities of employees and certain consultants. The Executive agrees to comply with all such restrictions made applicable to the Executive.

5.1           Arbitration . The Executive and the Company agree to submit to final and binding arbitration in New York County, New York any and all disputes between the Executive and the Company (or its affiliates or other employees) concerning, related to or touching upon in any way (i) the interpretation, application or compliance with the terms and conditions of this Agreement and/or (ii) any claim, cause of action or demand, whether statutory or at common law, related to or concerning in any way the Executive’s employment with the Company.

5.2           Procedure . Except as provided in Section 5.6 hereof, neither party will commence or pursue any litigation against the other on any claim or cause of action that is or was subject to arbitration under this Agreement. It is hereby irrevocably agreed that any action filed by any party to this Agreement against the other that is not subject to final and binding arbitration in accordance with this Agreement, as well as any action or petition to compel arbitration or to vacate or confirm any arbitration award, and any other action of any kind whatsoever (except a claim for workers’ compensation) between the parties to this Agreement related to or concerning this Agreement or the Executive’s employment with the Company, must be brought exclusively in either the Supreme Court of the State of New York, County of New York, or the United States District Court, Southern District of New York. Each party irrevocably and unconditionally submits to the personal jurisdiction of such courts and waives, to the fullest extent permitted by law, any objections that it may now or hereafter have to the laying of the jurisdiction and venue of any such suit, action or proceeding brought in such courts and any claim that any such suit and action or proceeding brought in such court has been brought in an inconvenient forum. In any suit, action or proceeding, each party waives, to the fullest extent it may effectively do so, personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail, or by regular mail if the certified mail is sent to the party’s last known address and returned unclaimed by the post office. In the event that either party to this Agreement brings or pursues a dispute in a court of law, which dispute is subject to final and binding arbitration in accordance with this Agreement, then that party shall pay all reasonable attorneys’ fees and court costs incurred by the other party in filing any petition or motion to compel arbitration, motion to dismiss or other pleading or motion with said court to enforce arbitration under those procedures. The Executive and the Company hereby knowingly, voluntarily and intentionally waive any right either may have to a trial by jury with respect to any action filed by any party to this Agreement against the other that is not subject to final and binding arbitration in accordance with this Agreement.

5.3           Applicable Rules . Any arbitration under this Agreement shall be governed by the Commercial Arbitration Rules of the American Arbitration Association (“ AAA Rules ”) then in effect, subject to the provisions of this Agreement. The Executive acknowledges and agrees that the Executive has had an opportunity to review the AAA Rules including, among others, the requirement that a party initiating a claim must pay a filing fee. In the event the Executive submits a claim to the AAA, the Company has agreed to split such fee on an equal basis. All other arbitration fees payable to the AAA shall be apportioned as required by the AAA Rules, or as ordered by the arbitrator.

5.4           Applicable Law . The law applicable to any controversy shall be the law of the State of New York, regardless of principles of conflicts of laws. The arbitrator shall have the power to award compensatory and punitive damages, to award preliminary and injunctive relief, and to make any other award the arbitrator deems is necessary to a just and efficient resolution of any dispute. The arbitrator shall have the power to determine his or her own jurisdiction, and claim that any dispute, claim or cause of action is not subject to arbitration shall be submitted for final resolution to the arbitrator. In the event the arbitrator awards preliminary injunctive relief, the arbitrator shall have the power to award damages, including punitive damages, for any breach of any preliminary injunction.

5.5           Nature of Agreement . This agreement to arbitrate and any resulting arbitration award shall be governed by and subject to the Federal Arbitration Act. All aspects of any arbitration procedure under this Agreement, including the hearing and the record of the proceedings, are confidential and will not be open to the public, except to the extent the parties agree otherwise in writing, or as may be appropriate in any subsequent proceedings between the parties, or as may otherwise be appropriate in response to a request or subpoena from a governmental agency or other legal process. The Executive acknowledges and agrees that the Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. The Executive further acknowledges and agrees that the Executive has carefully read this Agreement and that the Executive has asked questions needed to understand the terms, consequences, and binding effect of this Agreement and fully understand it, including that the Executive is waiving the Executive’s right to a jury trial.

5.6           Equitable Relief . The Executive agrees that any breach of the terms of Sections 4.2, 4.3, 4.4 or 4.5 of this Agreement would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled from an appropriate court in New York, NY to an immediate injunction in aid of and/or pending arbitration and/or a restraining order to prevent such breach or threatened breach or continued breach by the Executive and/or any and all persons and/or entities acting for and/or with the Executive, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this Section 5.6 shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Executive. The Executive and the Company further agree that the covenants of the aforementioned Sections are reasonable and necessary to protect the businesses of the Company because of the Executive’s access to Confidential Information and the Executive’s material participation in the operation of such businesses. The existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants contained in the aforementioned Sections.

6.1           Compliance . The intent of the parties is that payments and benefits under this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) (together with the regulations and guidance thereunder, “ Section 409A ”); accordingly, to the maximum extent permitted, the Agreement shall be interpreted accordingly. The Parties acknowledge and agree that the interpretation of Section 409A and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided by the Company to the Executive that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. If, however, any such benefit or payment is deemed to not comply with Section 409A, the Company and the Executive agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any severance payments payable hereof) so that either (i) Section 409A will not apply or (ii) compliance with Section 409A will be achieved; provided, however, that any resulting renegotiated terms shall provide to the Executive the after-tax economic equivalent of what otherwise has been provided to the Executive pursuant to the terms of this Agreement, and provided further, that any deferral of payments or other benefits shall be only for such time period as may be required to comply with Section 409A. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive by Section 409A or any damages for failing to comply with Section 409A.

6.2           Six Month Delay for Specified Employees . If any payment, compensation or other benefit provided to the Executive in connection with the Executive’s employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is a specified employee as defined in Section 409A(2)(B)(i), no part of such payments shall be paid before the day that is six (6) months plus one (1) day after the Executive’s Termination Date (the “ New Payment Date ”). The aggregate of any payments that otherwise would have been paid to the Executive during the period between the date of termination and the New Payment Date shall be paid to the Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the six-month period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during such six-month period promptly after its conclusion.

6.3           Termination as Separation from Service . A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment until such termination is also a “separation from service” within the meaning of Section 409A and for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “terminate,” “termination of employment” or like terms shall mean separation from service. As permitted by Treasury Regulation 1.409A-1(h)(1)(ii), 49% shall be substituted in lieu of 20% for the average level of bona fide services performed during the immediately preceding 36 month period in order to constitute a “separation from service.”

6.4           Payments for Reimbursements, In-Kind Benefits . All reimbursements for costs and expenses under this Agreement shall be paid in no event later than the end of the calendar year following the calendar year in which the Executive incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year, provided, however, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

6.5           Payments within Specified Number of Days . Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

6.6           Installments as Separate Payment . If under this Agreement, an amount is paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment.

7.1           Indemnification . The Company shall indemnify the Executive to the fullest extent provided under Delaware law and shall provide the Executive, with respect to claims arising or asserted during the Term and for six years thereafter, Directors and Officers Insurance no less favorable that then apply to the Company’s directors and officers generally.

7.2           Withholding . All amounts paid to the Executive under this Agreement during or following the Term shall be subject to withholding and other employment taxes imposed by applicable law. The Executive shall be solely responsible for the payment of all taxes imposed on the Executive relating to the payment or provision of any amounts or benefits hereunder.

7.3           Amendments and Waivers . This Agreement and any of the provisions hereof may be amended, waived (either generally or in a particular instance and either retroactively or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the parties hereto; provided , that, the observance of any provision of this Agreement may be waived in writing by the party that will lose the benefit of such provision as a result of such waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

7.4           Assignment; No Third-Party Beneficiaries . Neither this Agreement, nor any rights and obligations hereunder, may be assigned by the Company or the Executive without the prior written consent of the other party, and any purported assignment in violation hereof shall be null and void. Nothing in this Agreement shall confer upon any person not a party to this Agreement, or the legal representatives of such person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, except the personal representative of the deceased Executive may enforce the provisions hereof applicable in the event of the death of the Executive. Notwithstanding the foregoing, the Company is authorized to assign this Agreement to a successor to substantially all of its assets and liabilities, including by reason of merger.

7.5           Notices . Every notice relating to this Agreement shall be in writing and shall be given by personal delivery, by e-mail or by a reputable same-day or overnight courier service (charges prepaid), by registered or certified mail, postage prepaid, return receipt requested, or by facsimile to the recipient with a confirmation copy to follow the next day to be delivered by personal delivery or by a reputable same-day or overnight courier service to the appropriate party’s address or fax number below (or such other address and fax number as a party may designate by notice to the other parties):

7.6           Governing Law . This Agreement shall be construed and enforced in accordance with, and the rights and obligations of the parties hereto shall be governed by, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

7.7           Severability . Whenever possible, each provision or portion of any provision of this Agreement, including those contained in Section 4 hereof, will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision or portion of any provision, in any other jurisdiction. In addition, should a court or arbitrator determine that any provision or portion of any provision of this Agreement, including those contained in Section 4 hereof, is not reasonable or valid, either in period of time, geographical area, or otherwise, the parties hereto agree that such provision should be interpreted and enforced to the maximum extent which such court or arbitrator deems reasonable or valid.

7.8           Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior representations, agreements and understandings (including any prior course of dealings), both written and oral, between the parties hereto with respect to the subject matter hereof. To the extent that any term or provision of such other agreements or the Company’s policies or procedures conflict with this Agreement, the terms and provisions of this Agreement will govern and prevail.

7.9           Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

7.10         Binding Effect . Subject to Section 7.4 hereof, this Agreement shall inure to the benefit of, and be binding on, the successors and assigns of each of the parties, including, without limitation, the Executive’s heirs and the personal representatives of the Executive’s estate and successor to at least 50% of the business and/or assets of the Company, including by merger, purchase or otherwise.

7.11         General Interpretive Principles . The name assigned this Agreement and headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations.

*                                  *                                  *

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

EXHIBIT A

GENERAL RELEASE OF ALL CLAIMS

This General Release of all Claims (this “ Agreement ”) is entered into by Anthony Piszel (“ Executive ”) on [●] (the “ Effective Date ”).

In consideration of the promises set forth in the Employment Agreement among Executive and ProSight Global, Inc. (the “ Company ”) dated July 29, 2019, as amended from time to time (the “ Employment Agreement ”), as well as any promises set forth in this Agreement, Executive and the Company agrees as follows:

(1)         Executive’s General Release and Waiver of Claims

For purposes of this Agreement, the “ Released Parties ” means, individually and collectively, the Company, its parent, subsidiary, and affiliated companies, GS Capital Partners VI Fund, L.P., and its subsidiaries and affiliated funds, TPG Partners VI, L.P. and its direct and indirect parent companies, subsidiaries and affiliates, including affiliated investment funds and management companies, and each of such entities’ successors, assigns, current or former employees, officers, directors, owners, shareholders, representatives, administrators, fiduciaries, agents, insurers, and employee benefit programs (and the trustees, administrators, fiduciaries and insurers of any such programs).

Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Executive pursuant to the Employment Agreement, Executive hereby unconditionally and forever releases, discharges and waives any and all actual and potential claims, liabilities, demands, actions, causes of action, suits, costs, controversies, judgments, decrees, verdicts, attorneys’ and consultants’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, other than the Excluded Obligations (as defined below) (the “ Released Claims ”) against the Released Parties. The Released Claims include any and all matters relating to Executive’s employment including, without limitation, claims or demands related to salary, bonuses, commissions, stock, equity awards, or any other ownership interest in the Company or any of their affiliates, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims for discrimination based upon race, color, sex, creed, national origin, age, disability or any other characteristic protected by federal, state or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation or order, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act; claims under the Employee Retirement Income Security Act of 1974, as amended, the Equal Pay Act, the Fair Labor Standards Act, as amended, the Family and Medical Leave Act of 1993, as amended; the Age Discrimination in Employment Act of 1967, as amended (the “ ADEA ”), the New York State Human Rights Law, the New York Labor Law, the New York State Civil Rights Law, the New York City Human Rights Law, New Jersey Law Against Discrimination, New Jersey Conscientious Employee Protection Act, The New Jersey Family Leave Act, The New Jersey Wage Payment Law, The New Jersey Wage and Hour Law, The New Jersey Equal Pay Act, retaliation claims under the New Jersey Workers’ Compensation Law, or the laws of any country governing discrimination in employment, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud or misrepresentation under any statute, rule or regulation or under the common law and any other claims under the common law.

Notwithstanding the foregoing, Executive does not release, discharge or waive any claims related to (1) rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by Executive of this Agreement, (2) any vested equity interest in the Company or an affiliate, (3) rights under the ProSight Global, Inc. Stockholders Agreement, dated July 29, 2019, and any equity ownership agreement, (4) rights to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by the Company or an affiliate (including by way of example and without limitation, the Executive’s right to pursue a claim for benefits under the Company’s or an affiliate’s group health plan with respect to a claim arising prior to the date of this Agreement), (5) rights as an equity holder of the Company or an affiliate, (6) rights to be indemnified and/or advanced expenses under any corporate document of the Company or an affiliate, any agreement or pursuant to applicable law or to be covered under any applicable directors’ and officers’ liability insurance policies, (7) any claim or cause of action to enforce the Executive’s rights under this Agreement, (8) any right to receive an award from a government agency under its whistleblower program for reporting in good faith a possible violation of law to such government agency, (10) any recovery to which Executive may be entitled pursuant to applicable workers’ compensation and unemployment insurance laws, (11) Executive’s right to challenge the validity of the waiver and release of ADEA claims, and (12) any right where a waiver is expressly prohibited by law (the “ Excluded Obligations ”).

(2)         Executive’s Release and Waiver of Claims Under the Age Discrimination in Employment Act

Executive acknowledges that the Company hereby advised Executive to consult with an attorney of Executive’s choosing, and through this Agreement advise Executive to consult with Executive’s attorney with respect to possible claims under the ADEA, and Executive acknowledges that Executive understands that the ADEA is a federal statute that prohibits discrimination, on the basis of age, in employment, benefits and benefit plans. Executive wishes to knowingly and voluntarily waive any and all claims under the ADEA that Executive may have, as of the Effective Date, against the Released Parties, and hereby waives such claims. Executive further understands that, by signing this Agreement, Executive is in fact waiving, releasing and forever giving up any claim under the ADEA against the Released Parties that may have existed on or prior to the Effective Date. Executive acknowledges that the Company has informed Executive that Executive has, at his or her option, at least twenty-one (21) days following the Effective Date in which to sign the waiver of this claim under ADEA, which option Executive may waive by signing this Agreement prior to the end of such twenty-one (21) day period. Executive also understands that Executive has seven (7) days following the date on which Executive signs this Agreement within which to revoke the release contained in this paragraph, by providing to the Company a written notice of Executive’s revocation of the release and waiver contained in this paragraph. Executive further understands that this right to revoke the release contained in this paragraph relates only to this paragraph and does not act as a revocation of any other term of this Agreement.

(3)         Proceedings

Executive has not filed, and agrees not to initiate or cause to be initiated on Executive’s behalf, any complaint, charge, claim or proceeding against the Company or any other Released Party before any local, state or federal agency, court or other body relating to the Released Claims (each, individually, a “ Proceeding ”), and agrees not to participate voluntarily in any Proceeding. Executive waives any right Executive may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding. For the avoidance of doubt, this Section 3 shall not apply to the Excluded Obligations.

(4)         Remedies

If Executive initiates or voluntarily participates in any Proceeding, or if Executive fails to abide by any of the terms of this Agreement or the restrictive covenants contained in the Employment Agreement, or if Executive revokes the ADEA release contained in Section 2 of this Agreement within the seven (7)-day period provided under Section 2, the Company may, in addition to any other remedies they may have, reclaim any amounts paid to Executive under the termination provisions of the Employment Agreement or terminate any benefits or payments that are subsequently due under the Employment Agreement and are payable based on Executive executing this Agreement, without waiving the release granted herein. Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of Executive’s post-termination obligations under the Employment Agreement or Executive’s obligations under Sections 1, 2 and 3 of this Agreement would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity or under this Agreement, upon adequate proof of Executive’s violation of any such provision of this Agreement, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual or consequential damage or the necessity of posting a bond. This provision shall not adversely affect any rights Executive may have under the ADEA.

Executive understands that by entering into this Agreement Executive will be limiting the availability of certain remedies that Executive may have against the Company and limiting also Executive’s ability to pursue certain claims against the Company.

(5)         Severability Clause

In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

(6)         Non-admission

Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of the Executive, the Company or any of the Released Parties.

(7)         Governing Law

The validity, interpretation, construction and performance of this Agreement and disputes or controversies arising with respect to the transactions contemplated herein shall be governed by the laws of the State of New York, irrespective of New York’s choice-of-law principles that would apply the law of any other jurisdiction.

EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS READ THIS AGREEMENT AND THAT EXECUTIVE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT EXECUTIVE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF EXECUTIVE’S OWN FREE WILL.

IN WITNESS WHEREOF, the Executive has executed this Agreement as of the date set forth below (or, if Executive does not include a date under Executive’s signature line, the date set forth shall be the date this Agreement, signed by Executive, is received by either of the Company).

EXECUTIVE

Address:

[Signature Page to General Release]