UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

FORM 8-K

 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
December 14, 2016
Date of report (Date of earliest event reported) 

GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in charter)
 
 
 
 
Cayman Islands
(State or other jurisdiction of incorporation)
001-33493
(Commission file number)
N/A
(IRS employer identification no.)
 
 
 
65 Market Street, Suite 1207,
Jasmine Court, Camana Bay,
P.O. Box 31110
Grand Cayman, Cayman Islands
(Address of principal executive offices)
 
KY1-1205
(Zip code)
 
(345) 943-4573
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Resignation of Chief Executive Officer and Director

On December 19, 2016, Greenlight Capital Re, Ltd. (the “Company”) announced the resignation of Barton Hedges as the Chief Executive Officer, and as a member of the board of directors (the “Board”), of the Company, each effective as of March 31, 2017 (the “Effective Date”). Mr. Hedges’ resignation as an officer and director of the Company was not as a result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Leonard Goldberg, a current member of the Board and a former chief executive officer of the Company, has been retained to serve as a consultant to the Company in order to ensure a smooth transition and to lead the search for a new chief executive officer. Mr. Goldberg has agreed to serve as interim Chief Executive Officer of the Company as of the Effective Date, to the extent that the position has not been filled prior to such date, and will continue to serve in such role up until the Company identifies a permanent candidate.

Mr. Goldberg, 54, has been a director of the Board since August 2005. Mr. Goldberg also has served as a director of Greenlight Reinsurance, Ltd. (“Greenlight”) since 2005. Mr. Goldberg previously served as a director of Greenlight Reinsurance Ireland, Designated Activity Company from 2010 to 2014. He previously served as Chief Executive Officer of the Company from August 2005 to August 2011.

Mr. Hedges’ Deed of Settlement and Release

In connection with his impending resignation, Mr. Hedges entered into a Deed of Settlement and Release with the Company, dated December 15, 2016 (the “Release Agreement”) pursuant to his current employment agreement with the Company (the “Employment Agreement”). Pursuant to the Release Agreement, Mr. Hedges has agreed to waive any and all claims he may have against the Company. In accordance with his Employment Agreement, upon entering into the Release Agreement, Mr. Hedges will receive: (i) a severance payment equal to $1,075,360, payable over 12 months in substantially equal installments; (ii) full vesting of unvested stock options; and (iii) health insurance benefits for himself, his spouse and his dependents for a period of one year.

Mr. Goldberg’s Consulting Agreement

On December 16, 2016, the Company, Greenlight and Mr. Goldberg entered into a consulting agreement (the “Consulting Agreement”), whereby Mr. Goldberg will serve as a consultant to each of the Company and Greenlight, to provide transition services including leading the search for a new chief executive officer. Mr. Goldberg has agreed to become interim Chief Executive Officer of each entity, effective as of the Effective Date, to the extent a permanent replacement is not identified by such date. Pursuant to the Consulting Agreement, Mr. Goldberg will render consulting services to the Company and Greenlight for a period of one year, subject to earlier termination in accordance with the terms and conditions of the Consulting Agreement. Under the Consulting Agreement, Mr. Goldberg will receive monthly cash compensation of $10,000. In the event, Mr. Goldberg becomes interim Chief Executive Officer, he will be awarded a stock option grant to purchase 22,750 of the Company’s common shares and, thereafter, will be awarded stock option grants to purchase 26,000 and 29,250 of the Company’s common shares on or around August 1, 2017 and December 15, 2017 respectively, All options will be granted under the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock Incentive Plan.

If Mr. Goldberg’s consulting service terminates for any reason, he will not be entitled to any consulting fees, except for any consulting fees previously earned prior to such termination.







Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits

99.1
 
Announcement press release, “ Greenlight Capital Re, Ltd. Announces Executive Leadership Change ", dated December 19, 2016, issued by the Company.
99.2
 
Deed of Settlement and Release, dated December 15, 2016, among Barton Hedges, Greenlight Capital Re, Ltd. and Greenlight Reinsurance, Ltd.
99.3
 
Consulting Agreement dated as of December 16, 2016, among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Leonard Goldberg.




SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
GREENLIGHT CAPITAL RE, LTD.
 
(Registrant)
 
 
 
 
By:
/s/ Tim Courtis              
 
Name:
Tim Courtis
 
Title:
Chief Financial Officer
 
Date:
December 19, 2016





IMAGE0.GIF
GREENLIGHT CAPITAL RE, LTD.

ANNOUNCES EXECUTIVE LEADERSHIP CHANGE

GRAND CAYMAN, Cayman Islands - December 19, 2016 - Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (“GLRE” or the “Company”), a specialist property and casualty reinsurance company headquartered in the Cayman Islands, today announced that Barton Hedges will be stepping down as Chief Executive Officer of the Company as of March 31, 2017 (the “Effective Date”). Mr. Hedges will also step down from the Company’s board of directors (the “Board”). Leonard Goldberg, the Company’s former Chief Executive Officer and current member of the Board, will become interim Chief Executive Officer as of the Effective Date in order to ensure a smooth transition until such time as a new CEO has been identified and retained. GLRE intends to undertake a fulsome succession process, including conducting a search process of internal and external candidates, to find a permanent successor to Mr. Hedges.

“On behalf of the Board, I want to thank Mr. Hedges for his contributions to GLRE over the last 11 years,” said David Einhorn, Chairman of the Board. “We would like to thank him for his efforts in implementing GLRE’s strategy and developing a talented, experienced team. We wish him all the best in his future endeavors.”
“I am proud of our accomplishments during my tenure with GLRE’s management team and as a member of the Board. I wish the Company and my long-time colleagues continued success,” said Mr. Hedges.
Mr. Goldberg added “We are confident that we have a strong platform to continue building upon. As we actively conduct the search for a new CEO, the team and I will continue our pursuit of a differentiated insurance and investment strategy designed to maximize returns over the long term.”
The Company further announced that it is not aware of any circumstance or event that will have a material adverse impact on the Company’s operations or financial position.
About Greenlight Capital Re, Ltd.
GLRE (www.greenlightre.ky) is a NASDAQ listed company with specialist property and casualty reinsurance companies based in the Cayman Islands and Ireland. GLRE provides a variety of custom-tailored reinsurance solutions to the insurance, risk retention group, captive and financial marketplaces. Established in 2004, GLRE selectively offers customized reinsurance solutions in markets where capacity and alternatives are limited. With a focus on deriving superior returns from both sides of the balance sheet, GLRE’s assets are managed according to a value-oriented equity-focused strategy that complements the Company’s business goal of long-term growth in book value per share.








Forward Looking Statements
This news release contains forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. Federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on behalf of GLRE. These risks and uncertainties include the impact of general economic conditions and conditions affecting the insurance and reinsurance industry, the adequacy of our reserves, our ability to assess underwriting risk, trends in rates for property and casualty insurance and reinsurance, competition, investment market fluctuations, trends in insured and paid losses, catastrophes, regulatory and legal uncertainties and other factors described in our annual report on Form 10-K filed with the Securities Exchange Commission. GLRE undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information contact:         
Garrett Edson
ICR
(203) 682-8331
IR@greenlightre.ky

Media:
Brian Ruby
ICR
(203) 682-8268
Brian.ruby@icrinc.com








Exhibit 99.2


 
 
 
 
DATED : 15 DECEMBER 2016
 
 
 
 
 
 
 
 
 
 
DEED OF SETTLEMENT AND RELEASE
 
 
 
 


BARTON HEDGES
AND
GREENLIGHT CAPITAL RE, LTD.
AND

GREENLIGHT REINSURANCE, LTD.












DEED OF SETTLEMENT AND RELEASE
This Deed of Settlement and Release is made the 15 th day of December 2016
BETWEEN:
(1)
BARTON HEDGES of Unit #303, The WaterColours, West Bay Road, Grand Cayman (" Mr Hedges ");

(2)
GREENLIGHT CAPITAL RE, LTD.
65 Market Street, Suite 1207, Camana Bay
PO BOX 31110
Grand Cayman KY1-1205
CAYMAN ISLANDS
(" Capital ")

(3)
GREENLIGHT REINSURANCE, LTD.                         
65 Market Street, Suite 1207, Camana Bay
PO BOX 31110
Grand Cayman KY1-1205
CAYMAN ISLANDS
(" Reinsurance ")
(Each a " Party " and together " the Parties ")     
WHEREAS:
(A)
Mr Hedges is employed by Capital and Reinsurance (together the " Employers ") as Chief Executive Officer pursuant to a contract of employment dated 26 July 2012 (" the Employment ");

(B)
The Parties have agreed to terminate the Employment by mutual consent effective 31 March 2017 (the “ Termination Date ”);

(C)
Mr Hedges has agreed to resign, effective on the Termination Date, as an officer of, and from the Boards of Directors of Capital and Reinsurance and from all Boards of Directors of any of their direct or indirect subsidiaries and affiliates on which he serves;

(D)
The Parties have agreed that in connection with the termination of Mr Hedges’ employment he will receive the severance benefits and compensation for 2017 set forth on Schedule 1 hereto subject to the satisfaction of the conditions set forth in this Deed, including Schedule 1;

(E)
The Parties now wish to settle all matters between them and have agreed to a full and final settlement on the terms and conditions contained in this Deed and have agreed to enter into this Deed in consideration of the mutual covenants and other valuable consideration set out below:





IT IS NOW AGREED AND THIS DEED WITNESSES AS FOLLOWS:
1.
DEFINITIONS

1.1    In this Deed, unless otherwise indicated, the following expressions shall bear the following meanings:

(a)
" Contract of Employment " shall mean the Amended and Restated Employment Agreement dated 26 July 2012

(b)
" Claims " means all matters and disputes between Mr Hedges and the Employers arising from or related to the Employment or the termination of the Employment whether known or unknown as at the date of execution of this Deed including but not limited to:

(i)
actions, causes of action, claims, covenants, contracts and/or controversies of whatsoever character howsoever arising whether in law, equity or otherwise

(ii)
Unfair dismissal pursuant to part VII of the Labour Law (2011 Revision) (the " Labour Law ");

(iii)
Severance pay pursuant to part V of the Labour Law;

(iv)
Wrongful dismissal in respect of the Employment whether by reason of the provisions in respect of notice of termination provided in the Contract of Employment or to which the Employee is entitled pursuant to Part I of the Labour Law or otherwise;

(v)
Contractual entitlement in respect of salary, commission, accrued holiday pay, overtime, other benefits or otherwise arising out of or in connection with the Contract of Employment and/or the Employment, including for the avoidance of doubt any discretionary bonus; and

(vi)
Discrimination howsoever arising or of any nature.

(c)
References to recitals and clauses are references to the recitals to and clauses of this Deed and references to this Deed shall include Schedule 1 to the Deed;

(d)
Headings to clauses and the use of bold type are for convenience only and shall not affect the interpretation or construction of this Deed; and

(e)
Words in the singular include the plural and vice versa.

1.2
Should any provision of this Deed require interpretation it is agreed by the Parties that such interpretation shall not be subject to a presumption that the document is to be construed more strictly against the party who prepared the Deed.

2.
AGREEMENT AND RELEASE BY MR HEDGES

2.1
The parties hereby agree that the Employment shall terminate by mutual consent as of the Termination Date at which time Mr Hedges shall cease to be an employee of Capital and Reinsurance and shall resign as an officer of the Employers, including, without limitation, (i) as the Chief Executive Officer of the Employers, (ii) as an officer of any direct or indirect subsidiary or affiliate of the Employers, and (iii) from the Board of Directors (or equivalent body) of Capital and Reinsurance and any direct




or indirect subsidiary or affiliate of the Company (and any committee thereof of which Mr Hedges is a member) effective as of the Termination Date.

2.2
Mr Hedges hereby:

(a)
Subject to paragraph 2.3 below releases the Employers, their servants, agents, directors, officers, employees, managers, parent companies, subsidiaries, affiliates, predecessors in title, partners, equityholders, investors and representatives from all and any Claims howsoever arising;

(b)
Undertakes and covenants not to assert any Claims or commence legal proceedings in respect of any claims against the Employers, their servants, agents, directors, officers, employees, managers, parent companies, subsidiaries, affiliates, predecessors in title, partners, equityholders, investors and/or representatives at any time in any forum or any jurisdiction (including without limitation the Director of Labour, the Department of Employment Relations or a Labour Tribunal in the Cayman Islands or the Grand Court of the Cayman Islands);

(c)
Undertakes and covenants to comply with the terms of the Contract of Employment that survive its termination and acknowledges that such terms are enforceable in their entirety;

(d)
Undertakes and covenants that after the Termination Date he will reasonably cooperate with the Employers and/or any direct or indirect subsidiary or any affiliate thereof in connection with any investigation, administrative proceeding or litigation relating to any matter that occurred during his employment in which he was involved or of which he has knowledge, subject to reimbursement for reasonable out-of-pocket expenses incurred in connection with compliance with this provision as the Parties may reasonably agree;

(e)
Confirms and acknowledges that save as is set out in Schedule 1 hereto the Employers, their servants, agents, directors, officers, employees, managers, parent companies, subsidiaries, affiliates, predecessors in title, partners, equityholders, investors and/or representatives do not owe him any wages, bonuses, equity compensation, sick pay, vacation pay, severance pay, notice pay, pension contribution, equity award or any other compensation or payment; and

(f)
Confirms and acknowledges that he has not suffered any known workplace injury or occupational disease and that he has not been victimised in consequence of reporting any wrongdoing relating in any way to the Employers.

2.3
Notwithstanding the provisions of paragraph 2.2 above, nothing in this Deed shall be construed to constitute a release, discharge or waiver by Mr Hedges in respect of any termination payment expressly provided for under the Contract of Employment, any right of indemnification and/or contribution or directors insurance right that he may have in respect of the Employment or any benefit and/or monies earned, accrued, vested or otherwise owing pursuant to the terms of any employee benefit plan or as contained in Schedule 1 hereto.

2.4
In the event that Mr Hedges breaches any material provision of this Deed or pursues or encourages any claim against the Employers, their servants, agents, directors, officers, employees, managers, parent companies, subsidiaries, affiliates, predecessors in title, partners. equityholders, investors and/or representatives, he agrees to indemnify such parties for any losses suffered as a result thereof, including all reasonable legal and professional fees incurred.





2.5
In signing this Deed Mr Hedges acknowledges that he has read and understood this Deed and has obtained or had the opportunity to obtain independent legal advice in relation thereto. Mr Hedges further acknowledges that he signs this Deed voluntarily and understands that the Deed contains a full and final release of all Claims that he has or may have against the Employers.

3.
AGREEMENT AND RELEASE BY THE EMPLOYERS

3.1
Conditional upon Mr Hedges (i) executing this Deed on the date hereof and re-executing this Deed on the Termination Date, if later, and (ii) complying and abiding with the terms of this Deed and subject to clause 3.2 below, the Employers:

(a)
Shall make the payments to Mr Hedges set out in Schedule 1 hereto subject to the conditions therein;

(b)
Shall further provide Mr Hedges, his spouse and his dependents with health insurance benefits or payment in lieu thereof for the period of one year following the termination date in accordance with the terms of paragraph 8(a)(iii) of the Contract of Employment

(c)
Hereby irrevocably and unconditionally release and forever discharge Mr Hedges from any and all Claims of any nature and of whatsoever character which they may have against Mr Hedges whether known or unknown occurring prior to the date of this Deed.

3.2
Notwithstanding the provisions of paragraph 3.1(c) above, nothing in this Deed shall be construed to constitute a release, discharge or waiver by the Employers of any rights or Claims against Mr Hedges that arise (i) from Mr Hedges' willful misconduct or any acts (or omissions) of gross negligence, (ii) under any covenant contained in and pursuant to the Contract of Employment or (iii) after the date of this Deed.

4.
NO ADMISSION

4.1
Entry into this Deed and performance of the obligations hereunder shall not constitute an admission of liability howsoever arising by any Party.

5.
ABSOLUTE BAR

5.1
This Deed may be pleaded and tendered by any Party as an absolute bar and defence to any proceeding brought in breach of the terms of this Deed.

6.
FURTHER ASSURANCES AND ACKNOWLEDGEMENTS

6.1
The Parties shall do and execute or procure to be done and executed all necessary acts, agreements, instruments, deeds, documents and things reasonably within their power to give effect to and carry out this Deed and its intents and purposes, and the Parties shall co-operate to the fullest extent practicable to that end.

6.2
No Party to this Deed will commence or maintain, or procure, assist, encourage, support or otherwise participate in the commencement or continuance of, any proceedings in respect of any Claim or Claims, except, for the avoidance of doubt, for the purpose of enforcing this Deed.

7.
WARRANTIES AND REPRESENTATIONS

7.1
Each Party hereby separately represents and warrants to the other Parties that:





(a)
it has taken all necessary actions to authorize and approve its entry into this Deed and the execution of the same;

(b)
all necessary authorizations and approvals for the performance of its obligations hereunder have been obtained and remain in force;

(c)
its entry and the performance of its obligations under this Deed will not violate any provision of its constitutive documents or any provision of any law applicable to it, nor conflict with or breach or require any consent under any agreement or instrument to which it is party or by which it is or any of its assets or properties is bound; and

(d)
this Deed has been duly executed by it and constitutes a valid and legally binding obligation which is enforceable against it in accordance with its terms.

8.
WARRANTIES CONCERNING CLAIMS

8.1
Each Party hereby separately represents and warrants to the other Parties that:

(a)
it is the sole and lawful owner of all right, title, and interest in and to each and every Claim which such Party settles herein and in respect of which a waiver, release and discharge is given under this Deed; and

(b)
it has not assigned, transferred or conveyed, or purported to assign, transfer or convey, any Claim or any rights in respect of a Claim to any person who is not a party to this Deed.

9.
CONFIDENTIALITY

9.1
The Parties to this Deed agree that the terms and conditions of this Deed shall remain strictly confidential, including the negotiations, correspondence and discussions which led to this Deed, unless any Party is under an applicable legal or fiduciary duty of disclosure. Any party under such a duty to disclose the existence of this Deed shall, to the extent permitted by law, provide the other party with prior written notice of such disclosure so that the other party may take, if appropriate, steps to defend its rights under this clause. It is understood by the Parties that this Deed will be filed by Capital in a Form 8-K with the U.S. Securities and Exchange Commission.

10.
NON-DISPARAGEMENT

10.1
Executive acknowledges and agrees that he will not defame or publicly criticize the services, business, integrity, veracity or personal or professional reputation of the Group and its respective officers, directors, partners, executives or agents thereof in either a professional or personal manner at any time during or following the Employment Period.

10.2
The Employers acknowledge and agree, and shall instruct their directors and officers, not to make or publish any disparaging, derogatory, or defamatory comments or statements, in any forum, whether oral or written, about Mr. Hedges, to anyone (including, but not limited to, any current or former employees, or any other third party) at any time during or following the Employment Period.

11.
ENTIRE AGREEMENT

11.1
This Deed forms the entire agreement and understanding between the Parties relating to the subject matter of this Deed and supersedes and extinguishes any previous agreement or understanding between the Parties in relation to all or any such matters. For the avoidance of doubt, to the extent




any provision of this Deed, (including Schedule 1 hereto) is in conflict with the terms of the Contract of Employment, the terms of this Deed shall govern.

11.2
Each Party acknowledges that in entering into this Deed (and any documents referred to in it) it does not rely on, and shall have no remedy in respect of, any representation, warranty or undertaking in writing or otherwise made or given by any person whatsoever which is not expressly set out in this Deed.

11.3
Notwithstanding any provision of this Deed to the contrary, the provisions of Section 9 (Restrictive Covenants) and Section 11 (Indemnification) of the Contract of Employment shall remain in full force and effect.

12.
VARIATION

12.1
No provision of this Deed shall be deemed varied, waived, amended or modified by any Party, unless such variation, waiver, amendment or modification is made in writing and signed by each Party.

13.
SUCCESSORS AND ASSIGNS

13.1
This Deed shall inure to the benefit of and be binding upon the successors of each Party to this Deed.

14.
COUNTERPARTS

14.1
This Deed may be executed in any number of counterparts, each of which shall be an original, and any one of which shall be deemed to be validly executed if evidenced by a facsimile or electronic copy of the executing Party’s signature which shall operate with the same effect as if the signatures thereto were on the same instrument. For the avoidance of doubt, each Party shall be required to sign only one copy of this Deed.

15.
ASSIGNMENT

15.1
This Deed is personal to the Parties and shall not be capable of assignment save as provided by Clause 12 above.

16.
SEVERABILITY

16.1
If any of the provisions of this Deed is found by a court of competent jurisdiction to be void or unenforceable, it shall be deemed to be deleted from this Deed and the remaining provisions shall continue to apply, unless the severed portion is essential to the intended purpose of this Agreement, in which case the party who was to receive the benefit of the severed portion has the option to void the Agreement insofar as it relates to them.

16.2
To the extent that any provision of this Deed is found by a court of competent jurisdiction to be excessively broad, such provision will be deemed to be limited and reduced so as to be enforceable to the maximum extent permitted by applicable law.

17.
GOVERNING LAW AND JURISDICTION

17.1
This Deed shall be governed by and construed in accordance with the laws of the Cayman Islands.

17.2
The Parties hereby agree that the Grand Court of the Cayman Islands shall have exclusive jurisdiction to hear and determine any claim, suit, action or proceeding whatsoever and to settle any dispute




which may arise out of any provision of this Deed or out of any action taken or omitted to be taken under this Deed or in connection with the administration of this Deed. The Parties to this Deed irrevocably submit to the exclusive jurisdiction of the Grand Court.

IN WITNESS WHEREOF the Parties hereto have executed this Deed on the date and year first above written












SIGNED   AS A DEED  by BARTON HEDGES




in the presence of:
)
 
)
/s/ Barton Hedges
)
Signature
)
 
)
 
 
 
 
 


/s/ Tim Courtis
Signature of Witness
 
Name:
Tim Courtis
 
 
Address:
65 Market Street, Suite 1207,
Grand Cayman, KY11205,
Cayman Islands
 
 
Occupation:
Chief Financial Officer
 
 











EXECUTED AS A DEED by  
GREENLIGHT CAPITAL RE, LTD.

)
/s/ Leonard Goldberg
)
Duly Authorised Signatory
)
 
)
Name:
Leonard Goldberg
)
 
 
)
Title:
Director
)
 
 
 
 
 
 
)
/s/ Alan Brooks
 
)
Duly Authorised Signatory
 
)
 
 
)
Name:
Alan Brooks
 
)
 
 
 
)
Title:
Director
 
)
 
 


in the presence of:
/s/ Tim Courtis
Signature of Witness
 
Name:
Tim Courtis
 
 
Address:
65 Market Street, Suite 1207,
Grand Cayman, KY11205,
Cayman Islands
 
 
Occupation:
Chief Financial Officer




EXECUTED AS A DEED by  
GREENLIGHT REINSURANCE, LTD.


)
/s/ Leonard Goldberg
)
Duly Authorised Signatory
)
 
)
Name:
Leonard Goldberg
)
 
 
)
Title:
Director
)
 
 
 
 
 
 
)
/s/ Alan Brooks
 
)
Duly Authorised Signatory
 
)
 
 
)
Name:
Alan Brooks
 
)
 
 
 
)
Title:
Director
 
)
 
 


in the presence of:
/s/ Tim Courtis
Signature of Witness
 
Name:
Tim Courtis
 
 
Address:
65 Market Street, Suite 1207,
Grand Cayman, KY11205,
Cayman Islands
 
 
Occupation:
Chief Financial Officer


 






SCHEDULE 1
SEVERANCE PAYMENTS AND CONDITIONS
ITEM
DESCRIPTION
Termination Date/Payment Condition
March 31, 2017. It shall be a condition of his entitlement to severance payments and benefits set forth herein that he sign the Greenlight Capital Re, Ltd. and Greenlight Reinsurance, Ltd. Forms 10-K for 2016 in his capacity as CEO.
Cash Severance
$1,075,360 comprised of one times the sum of Base Salary ($572,000) and target bonus assuming targets had been achieved ($503,360), payable over 12 months in substantially equal installments. Not subject to Compensation Plan loss carry-forward provisions.
Benefits Continuation
1 year of health insurance benefits continuation or payment in lieu thereof if benefits cannot be so provided; provided that, if payment is made in lieu of benefits, such payment shall be grossed up for taxes.
2016 Bonus
Bonus Executive would have earned for year: $100,672 target Qualitative bonus, and Quantitative bonus subject to the Compensation Plan.
Prior Years’ bonuses
Earned but unpaid Quantitative bonuses for all prior years and 2016 will be paid as calculated per the Compensation Plan schedule.
Unvested Stock Options
Full vesting of unvested stock options.
Unvested Restricted Shares
All unvested shares shall be forfeited, except the 21,856 shares that will vest on March 15, 2017.
Release Requirement
The severance benefits outlined above are contingent upon execution, by Mr. Hedges, of the Deed of Settlement and Release, of which this Schedule 1 is a part, which shall be executed prior to announcement of his departure, and again on his termination date.
Section 409A
For purposes of Section 409A, each payment that is to be paid pursuant to this Schedule I is hereby designated as a separate payment. If any of such payments do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and Mr. Hedges is, at the time of the Termination Date, a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i), each such payment will not be made until the first regularly scheduled payroll date of the 7th month after the Termination Date and, on such date (or, if earlier, the date of Mr. Hedges death), Mr. Hedges will receive all payments that would have been paid during such period in a single lump sum.
2017
Base-salary only. No bonus will be earned or payable for 2017, and there will be no option/LTIP grants in 2017.





Exhibit 99.3

CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of December 16, 2016 (the “Effective Date”), between Greenlight Capital Re, Ltd. and Greenlight Reinsurance, Ltd. (collectively, the “Company”), and Leonard Goldberg (“Consultant”).
WHEREAS, the Company is in the process of seeking to employ a new Chief Executive Officer;
WHEREAS, the Consultant formerly served as Chief Executive Officer of the Company and currently serves as a member of the Company’s Boards of Directors (collectively, the “Board”);
WHEREAS, the Company desires to retain Consultant’s services to facilitate the transition to a new Chief Executive Officer (“CEO”) and to act as its interim Chief Executive Officer after the existing CEO steps down while the Company searches for a permanent CEO (the “Services”);
WHEREAS, Consultant desires to render such Services to the Company;
WHEREAS, the Company desires to so engage Consultant on the terms and conditions hereinafter set forth and Consultant desires to be so engaged by the Company; and
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Consulting Services; Consulting Period.

(a) Retention; Consulting Services . Subject to the terms and conditions hereof, the Company hereby retains Consultant, and Consultant hereby agrees to so act, as a consultant to the Company in accordance with and subject to the terms hereof. Consultant agrees to facilitate the transition of the CEO and to serve in the role of interim CEO of the Company if after the current CEO steps down, a replacement CEO has not been found, and render such services in connection therewith as reasonably requested by the Board.

(b) Consulting Period and Service Commitment . Consultant shall be obligated to render consulting services hereunder to the Company during the period commencing on the Effective Date and continuing until the first anniversary of the Effective Date subject to earlier termination by either party upon five business days advance written notice or by the Company pursuant to Section 3 hereof (the “Consulting Period”). During the Consulting Period, Consultant shall (i) devote such of his business time, attention and efforts to the business and affairs of the Company as is reasonably necessary to discharge the consulting services contemplated hereby, and to advance the interests of the Company, (ii) comply with all written policies of the Company applicable to Consultant and (iii) discharge the services contemplated hereby faithfully, industriously and to the best of his ability.

(c) Independent Contractor . The Company and Consultant agree that, during the Consulting Period, Consultant will act as an independent contractor in the performance of his duties and obligations under this Agreement. Accordingly, Consultant shall be responsible for payment of all taxes including Federal, State, and local and other taxes arising out of Consultant’s activity under this Agreement.




During the Consulting Period, Consultant shall not be an employee of the Company, and Consultant shall have no authority to hold himself out to others as an employee of the Company.

Section 2. Compensation and Reimbursement of Expenses . In consideration of the services to be performed by the Consultant pursuant to the terms of this Agreement, the Company shall compensate Consultant for his services as set forth below.

(a) Consulting Services Compensation . As compensation for Consultant’s services as a consultant to the Company rendered in accordance with the provisions hereof, commencing on December 15, 2016 and continuing so long as the Consulting Period is in effect, the Company shall pay Consultant, as a consultant and not as an employee, a monthly Consulting Fee as follows:

(i)    A cash-based fee in the amount of $10,000 per month for consulting services through Consulting Period, payable in arrears on or before the 15 th day following the end of each such month. The cash portion of the Consulting Fee shall be prorated for partial months.
(ii)    Upon becoming interm CEO, Consultant will be granted an option to purchase 22,750 shares, and thererafter during the Consulting Period, Consultant will be paid an equity-based fee in the form of grants of an option to purchase 26,000 shares that shall be granted in arrears on the trading day closest to August 1, 2017 and 29,250 shares that shall be granted in arrears on the trading day closest to December 15, 2017 and both grants are subject to proration if a grant applies to the last grant of the Consulting Period. All options will be granted under the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock Incentive Plan.
(b) Termination; Expiration . Upon termination of the Consulting Period pursuant to Section 1 or Section 3 hereof, from and thereafter Consultant shall not be entitled to any Consulting Fees except for any Consulting Fees previously earned prior to such termination.

(c) Expenses . During the Consulting Period, the Company shall pay or reimburse Consultant for ordinary and necessary business expenses incurred by him in the performance of his duties as a consultant of the Company in accordance with the Company’s usual policies in effect from time to time and upon the receipt by the Company of satisfactory written substantiation of such expenses.

(d) No Participation in Company Benefit Plans . Consultant acknowledges and agrees that, during the Consulting Period, Consultant shall not be eligible to participate in (i) the Company’s group health insurance, life insurance and disability plans, (ii) the Company’s 401(k) defined contribution plan, (iii) the Company’s bonus or equity plans (other than as provided in Section 2(a)(ii) above) or (iv) any other plans made available by the Company to its employees.

Section 3. Termination.

(a) Termination for Cause . The Company may terminate the Consulting Period and Consultant’s engagement hereunder at any time for Cause pursuant to a duly adopted resolution of the Board determining in good faith that Cause exists, effective immediately upon delivery of notice to Consultant. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following events, as determined in the good faith reasonable judgment of the Board:

(i) the failure of Consultant to perform his duties or comply with reasonable lawful directions of the Board, which continues for a period of more than 10 days immediately after




the Board has given written notice to Consultant specifying in reasonable detail the manner in which Consultant has failed to perform such duties or comply with such directions;
(ii) any misapplication by Consultant of the Company’s funds, any other material act of dishonesty that is materially injurious to the Company committed by Consultant or any material violation of the Company’s written policies and procedures applicable to Consultant that is materially injurious to the Company; or

(iii) Consultant’s breach, non-performance or non-observance of any of the material terms of this Agreement; provided , that, if such breach, non-performance or nonobservance is capable of cure, it shall continue without cure beyond a period of 10 days immediately after notice thereof by the Board to Consultant.

(b) Restrictive Covenants Survive Termination . Consultant’s obligations under Section 5 of this Agreement shall survive termination of the Consulting Period and Consultant’s engagement hereunder.

Section 4. Representations of Consultant . Consultant represents that he is not under any contractual or other restriction which is inconsistent with the execution of this Agreement, the performance by Consultant of his duties or responsibilities under this Agreement or the rights of the Company hereunder. Consultant further represents that upon the execution and delivery of this Agreement by the Company and Consultant, this Agreement will be a valid and binding obligation of Consultant, enforceable against Consultant in accordance with its terms.

Section 5. Restrictive Covenants .

(a) Acknowledgments . Consultant acknowledges that: (i) as a result of Consultant’s engagement by the Company, Consultant has obtained and will obtain Confidential Information (as defined below); (ii) the Confidential Information has been developed and created by the Company and its affiliates (the “Company Group”) at substantial expense and the Confidential Information constitutes valuable proprietary assets; (iii) the Company Group will suffer substantial damage and irreparable harm which will be difficult to compute if, during the Consulting Period and thereafter, Consultant should enter a Competitive Business (as defined herein) in violation of the provisions of this Agreement; (iv) the nature of the Company Group’s business is such that it could be conducted anywhere in the world and that it is not limited to a geographic scope or region; (v) the Company Group will suffer substantial damage which will be difficult to compute if, during the Consulting Period or thereafter, Consultant should solicit or interfere with the Company Group’s employees, clients or customers or should divulge Confidential Information relating to the business of the Company Group; (vi) the provisions of this Agreement are reasonable and necessary for the protection of the business of the Company Group; (vii) the Company would not have engaged or continued to retain Consultant and the Company would not have granted the Options unless he agreed to be bound by the terms hereof; and (viii) the provisions of this Agreement will not preclude Consultant from gainful employment. “Competitive Business” as used in this Agreement shall mean any business which competes, directly or indirectly, with any aspect of the Company Group’s business. “Confidential Information” as used in this Agreement shall mean any and all confidential and/or proprietary knowledge, data, or information of the Company Group including, without limitation, any: (A) trade secrets, drawings, inventions, methodologies, mask works, ideas, processes, formulas, source and object codes, data, programs, software source documents, works of authorship, know-how, improvements, discoveries, developments, designs and techniques, and all other work product of the Company Group, whether or not patentable or registrable under trademark, copyright, patent or similar laws; (B) information regarding plans for research, development, new service offerings and/or products, marketing, advertising and selling, distribution, business plans, business forecasts, budgets and unpublished financial statements, licenses, prices and costs, suppliers, customers or




distribution arrangements; (C) any information regarding the skills and compensation of employees, suppliers, agents, and/or independent contractors of the Company Group; (D) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of the Company Group; (E) information about the Company Group’s investment program, trading methodology, or portfolio holdings; or (F) any other information, data or the like that is labeled confidential or orally disclosed to Consultant as confidential.

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

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

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

(e) Non-Solicitation of Clients and Customers . In consideration of the benefits provided for in this Agreement, Consultant covenants and agrees that during the Consulting Period and for a period of one (1) year thereafter, he will not, for himself, or in conjunction with any other person, firm, partnership, corporation or other form of business organization or arrangement (whether as a shareholder, partner, member, lender, principal, agent, director, officer, manager, trustee, representative, employee or consultant), directly or indirectly: (i) solicit or accept any business that is directly related to the business of the Company Group from any person or entity who, at the time of, or at the time during the twenty-four (24) month period preceding, termination was an existing or prospective customer or client of the Company Group; (ii) request or cause any of the Company Group’s clients or customers to cancel or terminate any business relationship




with the Company Group involving services or activities which were directly or indirectly the responsibility of Consultant during the Consulting Period or (iii) pursue any Company Group project known to Consultant upon termination of his employment that the Company Group is actively pursuing (or was actively pursuing within six months of termination) while the Company Group is (or is contemplating) actively pursuing such project.

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

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





(h) Enforcement . If Consultant commits a breach, or threatens to commit a breach, of any of the provisions of this Section 5, the Company shall have the right and remedy to have the provisions specifically enforced by any court having jurisdiction, it being acknowledged and agreed by Consultant that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company Group and that money damages will not provide an adequate remedy to the Company Group. Such right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. Accordingly, Consultant consents to the issuance of an injunction, whether preliminary or permanent, consistent with the terms of this Agreement. In addition, the Company shall have the right to cease making any payments or provide any benefits to Consultant under this Agreement in the event he breaches any of the provisions hereof (and such action shall not be considered a breach under the Agreement).

(i) Blue Pencil . If, at any time, the provisions of this Section 5 shall be determined to be invalid or unenforceable under any applicable law, by reason of being vague or unreasonable as to area, duration or scope of activity, this Agreement shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter and Consultant and the Company agree that this Agreement as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

(j) CONSULTANT ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS SECTION 5 AND HAS HAD THE OPPORTUNITY TO REVIEW ITS PROVISIONS WITH ANY ADVISORS AS HE CONSIDERED NECESSARY AND THAT EXECUTIVE UNDERSTANDS THIS AGREEMENT’S CONTENTS AND SIGNIFIES SUCH UNDERSTANDING AND AGREEMENT BY SIGNING BELOW.

Section 6. Resolution of Differences Over Breaches of Agreement . The parties shall use good faith efforts to resolve any controversy or claim arising out of, or relating to this Agreement or the breach thereof, first in accordance with the Company’s internal review procedures, except that this requirement shall not apply to any claim or dispute under or relating to Section 5 of this Agreement. If despite their good faith efforts, the parties are unable to resolve such controversy or claim through the Company’s internal review procedures, then such controversy or claim shall be resolved by binding arbitration for resolution in New York, New York in accordance with the rules and procedures of the American Arbitration Association then in effect. The decision of the arbitrator shall be final and binding on both parties, and any court of competent jurisdiction may enter judgment upon the award. Each party shall pay its own expenses, including legal fees, in such dispute and shall split the cost of the arbitrator and the arbitration proceedings.

Section 7. Indemnification . The Company agrees that if Consultant is made a party or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Consultant is or was a director or officer of the Company or any other entity within the Company Group or is or was serving at the request of the Company or any other member of the Company Group as a director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise (each such event, an “Action”), Consultant shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and authorized by the Company’s or the Subsidiary’s by-laws and/or charter, as the same exists or may hereafter be amended, against all expenses incurred or suffered by Consultant in connection therewith, except for willful misconduct or any acts (or omissions) of gross negligence by Consultant.





Section 8. Waiver . The failure by either party hereto to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver of such term, covenant or condition at any one or more times be deemed a waiver of such term, covenant or condition.

Section 9. Assignment . Except as otherwise expressly provided herein, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Consultant shall not have the right to assign this Agreement or to delegate any of his duties hereunder.

Section 10. Notices . For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by overnight, certified or registered mail, return receipt requested, postage prepaid, addressed, in the case of Executive, to the last address on file with the Employer and if to the Employer, to its executive offices or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

Section 11. Entire Agreement; Modification . This Agreement and any award agreements entered into pursuant to Section 2(a)(ii) above shall constitute the full and complete understanding and agreement of the parties with respect to the matters set forth herein. This Agreement supersedes all prior and contemporaneous oral or written negotiations, undertakings, discussions, understandings and agreements between such parties with respect thereto. This Agreement may be modified or amended only by an agreement in writing signed by the parties.

Section 12. Remedies . The Company and Consultant agree that the restrictive covenants contained in this Agreement are severable and separate, and the unenforceability of any specific covenant herein shall not affect the validity of any other covenant set forth herein. In the event that a court of competent jurisdiction should determine that the time or territorial restrictions are unreasonable in their scope, then, and in that event, the court shall insert reasonable limitations and enforce the restriction in accordance therewith. Consultant acknowledges that the Company Group will suffer irreparable harm as a result of a breach of such restrictive covenants by Consultant for which an adequate monetary remedy does not exist and a remedy at law may prove to be inadequate. Accordingly, in the event of any actual or threatened breach by Consultant of any provision of this Agreement, the Company shall, in addition to any other remedies permitted by law, be entitled to obtain remedies in equity, including, without limitation, specific performance, injunctive relief, a temporary restraining order, and/or a permanent injunction in any court of competent jurisdiction, to prevent or otherwise restrain a breach of Section 5, without the necessity of proving damages, posting a bond or other security. Such relief shall be in addition to and not in substitution of any other remedies available to the Company. The existence of any claim or cause of action of Consultant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of said covenants. Consultant shall not defend on the basis that there is an adequate remedy at law.

Section 13. General Provisions .

(a)     Severability . It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or




enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
(b)     Counterparts and Facsimile Execution . This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by facsimile, electronic mail or otherwise) to the other party, it being understood that all parties need not sign the same counterpart. Any counterpart or other signature hereunder delivered by facsimile or electronic transmission, such as e-mail, shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.
(c)     Construction . Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.
(d)     GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE CAYMAN ISLANDS, WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
(e)     Mutual Contribution . The parties to this Agreement and their counsel have mutually contributed to its drafting. Consequently, no provision of this Agreement shall be construed against any party on the grounds that such party drafted the provision or caused it to be drafted.
(f)     Descriptive Headings . The headings of the sections of this Agreement are inserted as a matter of convenience and for reference only and in no way define, limit or describe the scope of this Agreement or the meaning of any provision of this Agreement.
(g)     Nouns and Pronouns . Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice-versa.
[Signature Page Follows]









IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first written above.
GREENLIGHT CAPITAL RE, LTD.

By: /s/ Tim Courtis
Name: Tim Courtis
Title: Chief Financial Officer


GREENLIGHT REINSURANCE, LTD.

By: /s/ Tim Courtis     
Name: Tim Courtis
Title: Chief Financial Officer



CONSULTANT

/s/ Leonard Goldberg