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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
March 6, 2023
Date of report (Date of earliest event reported)
GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in charter)
| | | | | | | | |
| Cayman Islands | 001-33493 | N/A |
(State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS employer identification no.) |
| 65 Market Street | | |
| Suite 1207, Jasmine Court | | |
| P.O. Box 31110 | | |
| Camana Bay | | |
| Grand Cayman | | |
| Cayman Islands | | KY1-1205 |
| (Address of principal executive offices) | | (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):
| | | | | | | | |
| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Ordinary Shares | GLRE | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Leadership Changes
On March 7, 2023, Greenlight Capital Re, Ltd. (the “Registrant”) issued a press release announcing that Faramarz Romer, the Registrant’s Chief Accounting Officer and Treasurer, will be appointed Chief Financial Officer effective as of April 1, 2023. Mr. Romer will succeed Neil Greenspan, who is leaving the Company on March 31, 2023. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
CFO Appointment and Agreement
On March 6, 2023, the Registrant, Greenlight Reinsurance, Ltd. (“Greenlight Re,” together with the Registrant, the “Employer”), and Mr. Romer entered into an Amended and Restated Employment Agreement, with a commencement date of April 1, 2023 (the “2023 Romer Agreement”). The 2023 Romer Agreement amends and restates Mr. Romer’s existing employment agreement, dated March 22, 2019, as amended.
The 2023 Romer Agreement provides that Mr. Romer will serve as the Chief Financial Officer and will be entitled to receive an annual base salary of USD $465,000 (pro-rated for partial years), subject to review periodically, and Mr. Romer will eligible for certain employee benefits. Mr. Romer will also be eligible to earn an annual bonus with a target bonus opportunity of 50% of his base salary, based on certain performance metrics, as determined by the Board of Directors of the Registrant or Compensation Committee thereof, in accordance with and subject to the terms and conditions of Registrant’s short-term incentive plan, as in effect from time to time.
In the event Mr. Romer’s employment is terminated by the Employer without Cause or by Mr. Romer for Good Reason (each as defined in the 2023 Agreement), in addition to any accrued but unpaid base salary and vacation through the date of termination, any unpaid annual bonus for the year preceding the year of termination and any statutory severance, if any (the “Accrued Obligations”), subject to the execution of a release and certain other conditions, Mr. Romer will be entitled to receive: (i) a prorated annual bonus for the year of termination based on actual performance, and (ii) an amount equal to one (1) times the sum of Mr. Romer’s annual base salary and target bonus opportunity, which shall be payable over 12 months (the “Severance Payments”). In addition to the Severance Payments, if Mr. Romer’s employment is terminated by the Employer without Cause or by Mr. Romer for Good Reason, Mr. Romer shall be entitled to statutory severance. In the event Mr. Romer’s employment is terminated for any other reason, he shall only be entitled to receive the Accrued Obligations.
The 2023 Romer Agreement contains customary restrictive covenants, including restrictions related to non-competition, non-solicitation of customers, confidentiality, non-disparagement, non-disclosure of proprietary information and ownership of Employer work product and information.
CFO Separation Agreement and Consulting Agreement
On March 6, 2023, Neil Greenspan and the Employer executed a Deed of Settlement and Release (the “Separation Agreement”), effective as of March 31, 2023 (the “Effective Date”). In addition, the Employer and Mr. Greenspan entered into a consulting agreement, dated March 6, 2023, pursuant to which Mr. Greenspan will provide non-employee consulting and advisory services to the Employer, on a non-exclusive basis, from April 1, 2023 until July 31, 2023 (the “Consulting Agreement”).
The Separation Agreement provides that Mr. Greenspan will receive benefits, consisting of (i) a cash severance amount equal to $811,644, less applicable taxes and deductions, of which $61,644 is payable within two and one half months of the Effective Date, and $750,000 is payable over twelve months in substantially equal installments commencing on the sixtieth day after the Effective Date, (ii) payment equivalent to statutory severance in the amount of $38,462, less applicable taxes and deductions, payable within two and one half months of the Effective Date, and (iii) payment by the Employer of $95,000 for relocation expenses, payable within fifteen days following the Effective Date. Additionally, under the terms of the Separation Agreement, Mr. Greenspan is entitled to any accrued and unpaid base salary through the Effective Date, unreimbursed expenses, accrued
but unused vacation pay in accordance with the terms of the Employer’s policy, and the prior year’s annual bonus to the extent unpaid. Any outstanding unvested equity awards as of the Effective Date will be automatically forfeited pursuant to their terms.
As consideration for the foregoing, Mr. Greenspan has agreed to a general release of all claims against the Employer and its affiliates. The Separation Agreement confirms that certain provisions contained in Mr. Greenspan’s employment agreement with the Employer, dated December 3, 2018, as amended, including confidentiality, non-competition, certain restrictions relating to the disclosure of proprietary information, and ownership of the Employer work product, shall remain in full force and effect. The Separation Agreement also contains customary terms applicable to the departure of an executive of the Employer, including confidentiality and mutual non-disparagement.
The Consulting Agreement provides that in consideration of the services to be provided, Mr. Greenspan will receive consulting fees of $25,000 per month. Either party may terminate the Consulting Agreement for any reason upon 45 days’ written notice and the Employer may terminate the Consulting Agreement without notice at any time for cause.
The descriptions of the 2023 Romer Agreement, the Separation Agreement and the Consulting Agreement herein do not purport to be complete and each is qualified in its entirety by reference to the full text of the 2023 Romer Agreement, the Separation Agreement and the Consulting Agreement, respectively, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
Exhibit No. | | Description of Exhibit |
| 10.1 | | |
| 10.2 | | |
| 10.3 | | |
| 99.1 | | |
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 hereunto duly authorized.
| | | | | | | | |
| | GREENLIGHT CAPITAL RE, LTD. |
| | (Registrant) |
| | | |
| | By: | /s/ Simon Burton |
| | Name: | Simon Burton |
| | Title: | Chief Executive Officer |
| | Date: | March 7, 2023 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (as it may be amended, the “Agreement”), dated as of March 6, 2023, is made between:
(1) Greenlight Capital Re, Ltd. (the “Company”) and Greenlight Reinsurance, Ltd. (the “Subsidiary”), (together with the Company, the “Employer”); and
(2) Faramarz Romer (the “Executive”).
(Each a “Party” and together the “Parties”).
WHEREAS,
(a)the Employer currently employs the Executive as the Chief Accounting Officer of the Employer;
(b)the Employer desires to employ the Executive as the Chief Financial Officer (“CFO”) of the Employer (the “Employment”) commencing on April 1, 2023 (the “Commencement Date”);
(c)the Employer and the Executive previously entered into that certain Employment Agreement, dated March 22, 2019, as amended on September 17, 2019, May 21, 2020, and April 8, 2021 (the “Prior Agreement”);
(d)the Parties desire to amend and restate the Prior Agreement in its entirety on the terms and conditions set forth herein, effective as of the Commencement Date; provided, however that the terms of the Prior Agreement shall remain in effect up and until the Commencement Date; and
(e)the Parties intend for this Agreement to set forth all the terms and conditions of the Employment effective upon the Commencement Date and supersede and replace all prior agreements, arrangements, representations and/or undertakings between the Parties regarding the Employment.
IT IS HEREBY AGREED AS FOLLOWS:
1.Employment.
1.1Subject to the terms and conditions contained in this Agreement and your continued employment in good standing under the Prior Agreement until the Commencement Date, the Employer agrees to employ the Executive as the CFO effective as of the Commencement Date, and the Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.
1.2 Prior to the Commencement Date, the Prior Agreement shall remain in full force and effect and govern the relationship between the Parties.
2.Employment Period.
1.1The period of Employment of Executive by the Employer under this Agreement (the “Employment Period”) shall commence on April 1, 2023, and shall continue until terminated by either Party in accordance with Section 9 of this Agreement.
3.Position and Duties.
1.1During the Employment Period, the Executive shall serve as CFO and report directly to the Chief Executive Officer of the Company (the “CEO”), subject to the oversight of the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”) relating to the financial reporting requirements of the Company.
1.2During the Employment Period, the Executive shall have those powers and duties ordinarily associated with the position of CFO and such other powers and duties as may reasonably be prescribed by the CEO and the Audit Committee; provided that, such other powers and duties are consistent with Executive’s position as CFO and do not violate any applicable laws or regulations.
1.3The Executive shall perform Executive’s duties to the best of Executive’s abilities and shall devote all of Executive’s working time, attention and energies to the performance of Executive’s duties for the Employer. The Executive shall not accept any other post, role, board position or employment during the Employment Period without having first obtained the written consent of a duly authorized officer of the Employer (other than the Executive).
1.4During the Employment Period, if requested by the Board, Executive shall also serve as an officer and/or director of other subsidiaries or affiliates of the Employer for no additional compensation.
1.5The Executive’s normal hours of work and standard work week shall be as set forth in the in Employer’s published employee handbook, as may be amended from time to time. As an employee of professional and managerial level, the Executive will work such additional hours in excess of his standard work week as are necessary to properly discharge Executive’s duties and hereby waives any entitlement to overtime pay in respect of such additional hours or for any hours worked on a public holiday.
4.Place of Performance.
1.1The Executive’s principal place of work shall be the Employer’s premises in the Cayman Islands.
1.2The Executive may be required to travel and work overseas insofar as is necessary to discharge Executive’s duties and meet the business needs of the Employer. At all times the Executive shall conduct the business needs of the Employer in such a manner as to ensure that neither the Executive nor the Employer is deemed to be engaged in a trade or business within the United States of America.
5.Compensation and Related Matters.
1.1During the Employment Period, the Subsidiary shall pay the Executive a base salary of US $465,000 per annum (pro-rated for partial years) (the “Base Salary”), such salary to be paid in accordance with the Company’s payroll practices, by direct deposit to a bank account nominated by the Executive.
1.2The Executive shall be paid the Base Salary gross and the Executive shall be solely responsible for the payment of any national, state or federal taxes or similar
obligations to which he may be liable from time to time and the filing of any documents or returns that may be required in connection therewith.
1.3During the Employment Period, the Board and/or the Compensation Committee (the “Compensation Committee”) of the Board shall periodically review the Executive’s Base Salary consistent with the compensation practices and guidelines of the Subsidiary. If the Executive’s Base Salary is increased by the Board or the Compensation Committee, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement.
1.4The Executive hereby consents to all deductions as may be permitted by law being made by the Employer from the Base Salary.
1.5During the Employment Period, the Subsidiary shall promptly reimburse the Executive for all reasonable out-of-pocket expenses properly incurred by the Executive in the ordinary course of the Employer’s business that are reported and evidenced to the Subsidiary in accordance with its published expense reimbursement policies and procedures.
1.6In addition to Base Salary, during the Employment Period, the Executive shall be eligible to be considered for an annual bonus (the “Bonus”) with a target of fifty percent (50%) of Base Salary (the “Target Bonus”) based on certain performance metrics, financial or otherwise, as determined by the Board or the Compensation Committee in accordance with and subject to the terms and conditions of the Company’s short-term incentive plan, as in effect from time to time and as it may be amended from time to time in the Employer’s sole discretion or any successor plan thereto (the “STIP”).
6.Leave.
1.1During the Employment Period, the Executive shall be entitled to 25 days of paid vacation per calendar year, in addition to Cayman Islands public holidays, in accordance with and subject to the terms and conditions of the Employer’s published employee handbook, as may be amended from time to time, which shall be taken at a time mutually agreed with the Employer.
1.2During the Employment Period, the Executive shall be entitled to a maximum of ten days paid sick leave per year, such leave to be taken only when sick or otherwise incapacitated from work. The Employer shall in its discretion be entitled to request the production of a doctor’s note in support of any such absence.
1.3During the Employment Period, the Executive shall also be entitled to compassionate, adoption and such other leave as may be prescribed by law.
7.Benefits.
1.1In accordance with the National Pensions Law, during the Employment Period, the Executive will be required to continue to participate in the pension plan nominated by the Employer. The Executive’s participation will be in accordance with applicable law and Company policy as in effect from time to time, including with respect to Employer contributions and salary deductions.
1.2The Employer shall continue to pay any premiums as mandated by law in respect of the approved medical insurance plan in which the Executive participates in accordance with the Health Insurance Law (as amended).
1.3During the Employment Period, the Executive shall also continue to be eligible to participate in any other employee benefit plan as may be provided from time to time by the Employer.
8.Equity-Based Awards.
1.1During the Employment Period, the Executive shall be eligible to receive equity-based awards in accordance with and subject to the terms and conditions of the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock Incentive Plan (as it may be amended, amended and restated, or modified from time to time) or any successor plan (the “SIP”). For the avoidance of doubt, the grant of any award under the SIP is entirely within the discretion of the Board and the Compensation Committee and any such award may consist of time-based and/or performance-based awards.
9.Termination.
1.1The Employment and the Employment Period may be terminated under the following circumstances:
1.1.1Death. The Employment Period and the Employment hereunder shall terminate automatically upon the Executive’s death;
1.1.2Disability. If, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been substantially unable to perform his duties hereunder for an entire period of at least 90 consecutive days or 180 non-consecutive days within any 365-day period (“Disability”), the Employer shall have the right to terminate the Employment and the Employment Period without further notice and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement.
1.1.3Cause. The Employer shall have the right to terminate the Employment and the Employment Period for Cause without notice, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, “Cause” shall mean:
(a)Serious Misconduct (as defined below) on the part of the Executive;
(b)Further misconduct on the part of the Executive within twelve (12) months following the issue of a formal written warning in respect of misconduct;
(c)Any act or omission that constitutes a material breach of any provision of this Agreement which is not cured, if curable, within ten (10) days after written notice thereof;
(d)Impeding or failing to materially cooperate with any investigation by the Company or any of its subsidiaries and/or affiliates (collectively, the “Group”);
(e)A material breach of fiduciary duty by the Executive; or
(f)The failure, refusal or neglect by the Executive to perform Executive’s duties hereunder or the failure, refusal or neglect to follow any lawful and reasonable direction in a satisfactory manner within ten (10) days of the issue of a formal written warning in respect thereof.
1.1.1Serious Misconduct includes (but is not limited to):
(a)Habitual drug or alcohol use which impairs the ability of the Executive to perform Executive’s duties hereunder (other than where such drug is prescribed and administered in accordance with the instructions of a qualified physician);
(b)Commission of a criminal offence relevant to the Employment (other than a minor traffic offence);
(c)Violation of the Restrictive Covenants set forth in Section 11 of this Agreement;
(d)Fraud, dishonesty, embezzlement or misuse of funds or property belonging to any member of the Group;
(e)Violation by the Executive of the written policies or code of conduct of any member of the Group that could reasonably be expected to be materially detrimental or damaging (financial, reputational, operational, business relations or otherwise) to any member of the Group; or
(f)Any willful acts, omissions or statements by the Executive that could reasonably be expected to be materially detrimental or damaging (financial, reputational, operational, business relations or otherwise) of any member of the Group.
The Board or the Compensation Committee, in good faith, shall determine all matters and questions relating to whether Cause exists.
1.1.1Other Substantial Reasons. The Employer may terminate the Employment and the Employment Period where there is any other substantial reason in light of which it is reasonable to do so in accordance with section 51(1)(f) of the Labour Act (as amended).
1.1The Employer shall have the right to suspend the Executive with pay in order to investigate any event which it reasonably believes may provide a basis for the Employer to terminate the Employment and the Employment Period for Cause during which period the Executive may be excluded from the Employer’s offices and/or business and such action shall not give the Executive Good Reason to terminate the Employment or the Employment Period.
1.2Good Reason. The Executive may terminate the Employment and the Employment Period for “Good Reason” within thirty (30) days after the occurrence, without Executive’s consent, of any one of the events defined below that has not been cured, if curable, within thirty (30) days after written notice thereof has been given by the Executive to the Employer (the “Cure Period”) and such termination, which shall be promptly at the end of the Cure Period, in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. Good Reason shall be limited to the following: (i) any material and adverse change to the Executive’s title or duties that is inconsistent with his duties set forth herein; (ii) a reduction of the Executive’s Base Salary; or (iii) a failure by the Employer to comply with any other material provisions of this Agreement.
1.3Without Good Reason. The Executive shall have the right to terminate the Employment Period and the Employment hereunder without Good Reason by providing the Employer with a Notice of Termination (as defined below) at least ninety (90) days prior to such termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the term “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s Employment under the provision so indicated, and (iii) if the date of termination is other than the date of receipt of such notice, specifies the termination date.
1.4Without Cause. The Employer shall have the right to terminate the Employment Period and the Employment without Cause (other than due to Disability) at any time by providing the Executive with a Notice of Termination at least ninety (90) days prior to such termination and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement.
1.5Having provided a Notice of Termination in accordance with Section 9.5 above the Employer may in its absolute discretion:
1.1.1terminate the Employment immediately upon payment to the Executive of all sums that he would have received had he worked throughout the period of notice; or
1.1.2at any time place the Executive on ‘garden leave’ for some or all of the period of notice whereby he will not be required to attend at the Employer’s premises for work unless expressly required to do so. During any period of garden leave the Executive remains an employee of the Employer and fully bound by the terms of this Agreement, but shall not take any action in the name of the Employer, hold themselves out as acting for or on behalf of the Employer, or render any services to the Employer unless expressly instructed to do so.
10.Compensation Upon Termination.
1.1In the event the Employment Period and the Executive’s Employment is terminated other than due to the Executive’s death, the Subsidiary shall provide the Executive with the payments set forth below and shall not be required to provide any other payments, rights or benefits to the Executive upon such termination.
1.2The Executive acknowledges and agrees that the payments and benefits set forth in this Section 10 constitute liquidated damages for termination of the Employment Period and his Employment and that prior to receiving any such payments under this Section 10, other than the Accrued Obligations (as defined below), and as a material condition thereof, Executive shall sign, deliver and agree to be bound by a separation agreement and general release of claims (a “Release”) against the Employer and its affiliates related to the Employment and its termination with the Employer in such form as the Board or the Compensation Committee reasonably determines.
1.3Notwithstanding anything herein to the contrary, if the Executive should fail to execute such Release within forty-five (45) days following the later of (i) the Executive’s date of termination or (ii) the date the Executive actually receives an execution copy of such Release (which shall be delivered to the Executive within ten (10) business days following his date of termination and, if not timely delivered, this release condition will be deemed waived by the Employer with respect to payments under this Section 10), neither the Company nor the Subsidiary shall have any obligation to make the payments contemplated under this Section 10 (other than the Accrued Obligations);
1.4Any Release provided pursuant to this Section 10 shall not limit, release or waive the Executive’s right to indemnification as provided for by this Agreement or otherwise by law or contract.
Upon the Executive’s termination of employment for any reason, upon the request of the Board, he shall immediately resign any membership or positions that Executive then holds with any member of the Group.
1.5If the Executive’s employment is terminated by the Employer without Cause (other than due to Disability) or by the Executive for Good Reason:
1.1.1the Subsidiary shall pay to the Executive:
(a)Executive’s accrued, but unpaid Base Salary earned through the date of termination and any accrued, but unused vacation pay through the date of termination, payable as soon as practicable following such termination, but in no event later than two and one half months following the date of termination; and
(b)any earned, but unpaid Bonus earned under the terms of the STIP or any other applicable cash compensation plan of the Company for years prior to the year in which the date of termination occurs payable in accordance with the terms of such plan (together with Section 10.5.1(a), the “Accrued Obligations”).
1.1.2Subject to Section 18.10 and the Executive’s continued compliance with any restrictive covenants by which the Executive may be bound, the Subsidiary shall pay or cause to be paid or provided to the Executive:
(a)the Bonus, if any, the Executive would have earned under the STIP for the year of termination based on actual performance had the Executive’s employment not terminated, pro-rated based on the number of days the Executive was employed by the Employer during such year over the number of days in such year (the “Pro-
Rated Bonus”), which Pro-Rated Bonus shall be payable in accordance with the terms of the STIP (provided the Executive does not breach this Agreement following his termination in which case all payments under this clause shall cease) but in all events in the year following the year in which the date of termination occurs;
(b) an amount equal to one (1) times the sum of Executive’s annual rate of Base Salary and Target Bonus payable in substantially equal installments over the twelve (12) month period following the date of termination in accordance with the Subsidiary’s regular payroll practices; and provided, however, that the first payroll payment shall be made on the first regularly scheduled payroll date following the sixtieth (60th) day following the date of Executive’s termination of employment and shall include payments of any amounts that would otherwise be due prior thereto.
1.1.3Except for any statutory severance pay Executive may otherwise be entitled to, the Executive acknowledges and agrees that Executive’s sole and exclusive remedy upon a termination by the Employer without Cause (other than due to Disability) or by the Executive for Good Reason, subject to the terms and conditions of this Section 10, shall be the receipt of the payments and benefits set forth in this Section 10.
1.1.4the Subsidiary shall promptly reimburse the Executive pursuant to Section 5.5 for reasonable expenses incurred by the Executive, but not paid prior to such termination of Employment (contingent upon the availability of appropriate evidence); and
1.1.5the Executive shall be entitled to any other rights, compensation and/or benefits as may be due to the Executive in accordance with the terms and provisions of any agreements, plans or programs of the Employer.
1.6If the Employment Period and Executive’s Employment is terminated by the Employer for Cause or by the Executive without Good Reason:
1.1.1the Subsidiary shall pay the Executive, in accordance with the relevant payment provisions set forth in Section 10.5.1(a) and (b), the Accrued Obligations;
1.1.2the Subsidiary shall promptly reimburse the Executive pursuant to Section 5.5 for all reasonable expenses incurred, but not paid prior to such termination of Employment (contingent upon the availability of appropriate evidence); and
1.1.3the Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Employer.
1.7During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (the “Disability Period”), Executive shall continue to receive his full compensation and benefits under this Agreement until his Employment and the Employment Period is terminated pursuant to Section 9.1.2 hereof.
1.8In the event the Employment Period and Executive’s Employment is terminated by the Employer due to Disability pursuant to Section 9.1.2 hereof:
1.1.1the Subsidiary shall pay to the Executive, following such termination, in accordance with the relevant payment provisions set forth in Section 10.5.1, the Accrued Obligations; and
1.1.2the Subsidiary shall promptly reimburse the Executive pursuant to Section 5.5 for all reasonable expenses incurred by the Executive, but not paid prior to such termination of Employment (contingent upon the availability of appropriate evidence); and
1.1.3the Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Employer.
1.9If the Employment Period and Executive’s Employment terminates due to the Executive’s death:
1.1.1the Subsidiary shall pay to the Executive’s beneficiary, legal representatives or estate, as the case may be, following such termination, in accordance with the relevant payment provisions set forth in Section 10.5.1, the Accrued Obligations; and
1.1.2the Subsidiary shall promptly reimburse the Executive’s beneficiary, legal representatives, or estate, as the case may be pursuant to Section 5.5 for all reasonable expenses incurred by the Executive, but not paid prior to such termination of Employment (contingent upon the availability of appropriate evidence); and
1.1.3The Executive’s beneficiary, legal representatives or estate, as the case may be, shall be entitled to any other rights, compensation and benefits as may be due to any such persons or estate in accordance with the terms and provisions of any agreements, plans or programs of the Employer.
11.Restrictive Covenants.
1.1The Executive acknowledges that: (i) as a result of the Executive’s employment by the Employer, the Executive has obtained and will obtain Confidential Information (as defined below); (ii) the Confidential Information has been developed and created by the Group at substantial expense and the Confidential Information constitutes valuable proprietary assets; (iii) the Group will suffer substantial damage and irreparable harm that will be difficult to compute if, during the Employment Period or at any time thereafter, Executive should enter a Competitive Business (as defined herein) in violation of the provisions of this Agreement; (iv) the nature of the Group’s business is such that it could be conducted anywhere in the world and that it is not limited to a geographic scope or region; (v) the Group will suffer substantial damage that will be difficult to compute if, during the Employment Period or at any time thereafter, the Executive should solicit or interfere with the Group’s employees, clients or customers or should divulge Confidential Information relating to the business of the Group; (vi) the provisions of this Agreement are reasonable and necessary for the protection of the business of the Group; (vii) the Employer would not have hired or
continued to employ the Executive; and (viii) the provisions of this Agreement will not preclude the Executive from other gainful employment.
1.2“Competitive Business” as used in this Agreement shall mean any business which competes, directly or indirectly, with any aspect of any member of the Group’s business.
1.3“Confidential Information” as used in this Agreement shall mean any and all confidential and/or proprietary knowledge, data, or information of any member of the Group including, without limitation, any:
1.1.1trade 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 any member of the Group, whether or not patentable or registrable under trademark, copyright, patent or similar laws in any jurisdiction;
1.1.2information 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;
1.1.3any information regarding the skills and compensation of employees, suppliers, agents, and/or independent contractors of any member of the Group;
1.1.4concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of any member of the Group;
1.1.5information about any member of the Group’s investment program, trading methodology, or portfolio holdings; or
1.1.6any other information, data or the like that is labeled confidential or orally disclosed to the Executive on terms of confidentiality.
1.4The Executive agrees not to, at any time, either during the Employment Period or at any time thereafter, divulge, use, publish or in any other manner reveal, directly or indirectly, to any person, entity, firm, corporation or any other form of business organization or arrangement and keep in the strictest confidence any Confidential Information, except:
1.1.1as may have been necessarily disclosed by the Executive in the good faith performance of his duties hereunder;
1.1.2with the express written consent of a duly authorized officer of the Employer (other than the Executive);
1.1.3to the extent that any such information is in or becomes in the public domain other than as a result of the Executive’s breach of any of his obligations hereunder; or
1.1.4where required to be disclosed by law and, in such event, the Executive shall cooperate with the Employer in attempting to keep such information confidential.
1.5Upon the request of the Employer, the Executive agrees to promptly deliver to the Employer the originals and all copies, in whatever medium, of all such Confidential Information.
1.6In consideration of the benefits provided for in this Agreement, the Executive hereby agrees and covenants that, during the Employment Period and for a period of six (6) months following the termination of the Employment for any 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, entity, 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 or associated with or have any interest in, or give advice or consultation, in each case, to any Competitive Business.
1.7In consideration of the payments and benefits provided for in this Agreement, the Executive further covenants and agrees that, during the Employment Period and for a period of twelve (12) months thereafter, the Executive shall not, directly or indirectly, for himself, or in conjunction with any other person, entity, 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): (i) solicit, employ or retain, or have or cause any other person, entity, firm, partnership, corporation or other form of business organization or arrangement to solicit, employ or retain, any person who is employed by or is providing services to any member of the Group at the time of the termination of his Employment or was or is providing such services within the twelve (12) month period before or after the termination of his Employment or (ii) request or cause any employee of any member of the Group to breach or threaten to breach any terms of said employee’s agreements with any member of the Group or to terminate his or her employment with any member of the Group.
1.8In consideration of the benefits provided for in this Agreement, the Executive further covenants and agrees that during the Employment Period and for a period of twelve (12) months thereafter, the Executive shall not, directly or indirectly, for himself, or in conjunction with any other person, entity, 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): (i) solicit or accept any business that is directly related to the business of any member of the Group from any person, entity, firm, partnership, corporation or other form of business organization or arrangement 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 any member of the Group; (ii) request or cause any of the clients or customers of any member of the Group to cancel, terminate or change the terms of any business relationship with any member of the Group involving services or activities that were directly or indirectly the responsibility of the
Executive during his Employment or (iii) pursue any project of any member of the Group known to the Executive upon termination of his employment that any member of the Group is actively pursuing (or was actively pursuing within six (6) months of termination) while any member of the Group is (or is contemplating) actively pursuing such project.
12.Intellectual Property.
1.1The 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 any member of the Group that the Executive, either solely or in collaboration with others, has made or may make, discover, invent, develop, perfect, or reduce to practice during the course of the Employment, whether or not during regular business hours and created, conceived or prepared on the premises of any member of the Group or otherwise shall be the sole and complete property of the Group.
1.2More particularly, and without limiting the foregoing, the Executive agrees that all of the foregoing and any (i) inventions (whether patentable or not, and without regard to whether any patent therefor is ever sought), (ii) marks, names, or logos (whether or not registrable as trade or service marks, and without regard to whether registration therefor is ever sought), (iii) works of authorship (without regard to whether any claim of copyright therein is ever registered), and (iv) trade secrets, ideas, and concepts ((i) - (iv) collectively, “Intellectual Property Products”) created, conceived, or prepared on the premises of any member of the Group or otherwise, whether or not during normal business hours, shall perpetually and throughout the world be the exclusive property of the Group, as shall all tangible media (including, but not limited to, papers, computer media of all types, and models) in which such Intellectual Property Products shall be recorded or otherwise fixed.
1.3The Executive further agrees promptly to disclose in writing and deliver to the Employer all Intellectual Property Products created during his engagement by the Employer, whether or not during normal business hours. The Executive agrees that all works of authorship created by the Executive during his engagement by the Employer shall be works made for hire of which the Group is the author and owner of copyright.
1.4To the extent that any competent decision-making authority should ever determine that any work of authorship created by the Executive during his engagement by the Employer is not a work made for hire, the Executive hereby assigns all right, title and interest in the copyright therein, in perpetuity and throughout the world, to the applicable Group entity. To the extent that this Agreement does not otherwise serve to grant or otherwise vest in the Group all rights in any Intellectual Property Product created by the Executive during his engagement by the Employer, the Executive hereby assigns all right, title and interest therein, in perpetuity and throughout the world, to the Employer. The Executive agrees to execute, immediately upon the Employer’s reasonable request and without charge, any further assignments, applications, conveyances or other instruments, at any time after execution of this Agreement, whether or not the Executive is engaged by the Employer at the time such request is made, in order to permit the Group and/or its respective assigns to protect, perfect, register,
record, maintain, or enhance their rights in any Intellectual Property Product; provided, that, the Employer shall bear the cost of any such assignments, applications or consequences.
1.5Upon termination of the Executive’s employment with the Employer for any reason whatsoever, and at any earlier time the Employer so requests, the Executive will immediately deliver to the custody of the person designated by the Employer all originals and copies of any documents and other property of the Employer in the Executive’s possession, under the Executive’s control or to which he may have access.
13.Non-Disparagement.
1.1The Executive acknowledges and agrees that he will not defame or criticize the services, business, integrity, veracity or personal or professional reputation of any member 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. The Employer acknowledges and agrees that it will instruct its directors and senior officers not to defame or make any untruthful and disparaging statements regarding the services, integrity, veracity or personal or professional reputation of the Executive in either a professional or personal manner at any time during or following the Employment Period.
14.Enforcement.
1.1If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of Sections 11, 12 or 13 hereof, the Employer shall have the right and remedy to have the provisions specifically enforced by any court having jurisdiction by way of injunction or otherwise, it being acknowledged and agreed by the Executive that any such breach or threatened breach will cause irreparable injury to the Group and that money damages will not provide an adequate remedy to the Group. Such right and remedy shall be in addition to, and not in place of, any other rights and remedies available to the Employer at law or in equity. Accordingly, the Executive consents to the issuance of an injunction, whether preliminary or permanent, consistent with the terms of this Agreement. In addition, notwithstanding anything herein to the contrary, the Employer shall have the right to cease making any payments or provide any benefits to the Executive under this Agreement in the event he willfully breaches any of the provisions hereof (and such action shall not be considered a breach under the Agreement).
1.2The Executive acknowledges that the restrictions contained in Sections 11, 12 and 13 of this Agreement are reasonable and intended to apply after the termination of his Employment whether such termination is lawful or otherwise and that the restrictions will apply even where the termination results from a breach of this Agreement.
1.3If, at any time, any of the provisions of Sections 11, 12 or 13 hereof 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 the Executive and the Employer agree that this Agreement as
so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.
15.Dispute Resolution.
1.1The Parties shall use good faith efforts to resolve any controversy or claim arising out of, or relating to this Agreement or the breach thereof, first in accordance with the Employer’s internal review procedures, except that this requirement shall not apply to any claim or dispute under or relating to Sections 11, 12 or 13 of this Agreement.
1.2If despite their good faith efforts, the Parties are unable to resolve such controversy or claim through the Employer’s internal review procedures, then such controversy or claim shall be resolved by binding arbitration seated in New York, New York in accordance with the rules and procedures of the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. The decision of the arbitrator shall be final and binding on the 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.
16.Indemnification.
1.1The Employer agrees that if the Executive is made a party or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Executive is or was a director or officer of the Employer or any other entity within the Group or is or was serving at the request of the Employer or any other member of the Group as a director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise (each such event, an “Action”), the Executive shall be indemnified and held harmless by the Employer 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 the Executive in connection therewith, save in respect of any actual fraud, willful misconduct or any acts (or omissions) of gross negligence by the Executive.
17.Policies and Procedures.
1.1The Executive hereby acknowledges that the Employer maintains written policies and procedures which may be amended from time to time, and hereby agrees to familiarize himself with and at all times abide by such policies and/or procedures.
18.Miscellaneous.
1.1Successors: The rights and benefits of the Executive hereunder shall not be assignable, whether by voluntary or involuntary assignment or transfer by the Executive. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Employer, and the heirs, executors and administrators of the Executive, and shall be assignable by the Employer to any entity acquiring substantially all of the assets of the Company and/or the Subsidiary, whether by merger, consolidation, sale of assets or similar transactions.
1.2Notice. 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 the 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.
1.3Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands.
1.4Amendment. No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is executed in writing by all Parties. No waiver by any Party hereto at any time of any breach by any other Party hereto of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
1.5Survival. Upon any termination of the Executive’s Employment, the provisions of this Agreement (together with any related definitions set forth herein) shall survive to the extent necessary to give effect to the provisions thereof.
1.6Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
1.7Entire Agreement. Effective as of the Commencement Date, this Agreement sets forth the entire agreement of the Parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of such subject matter, including, without limitation, the Prior Agreement.
1.8Section Headings. The section headings in this Agreement are for convenience of reference only and shall not affect its interpretation.
1.9Representation. The Executive represents and warrants to the Employer, and acknowledges that the Employer has relied on such representations and warranties in employing the Executive, that neither the Executive’s duties as an employee of the Employer nor his performance of this Agreement will breach any other agreement to which the Executive is a party, including without limitation, any agreement limiting the use or disclosure of any information acquired by the Executive prior to his employment by the Employer. The Executive further represents and warrants and acknowledges that the Employer has relied on such representations and warranties in employing the Executive, that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. Notwithstanding anything herein to the contrary, if it is determined that the Executive is in breach or has breached any of the representations set forth herein, the Employer shall have the right to terminate the Executive’s employment for Cause.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written.
| | | | | |
| GREENLIGHT CAPITAL RE, LTD. |
| By: | /s/ Simon Burton |
| Name: | Simon Burton |
| Title: | Chief Executive Officer |
| By: | /s/ Neil Greenspan |
| Name: | Neil Greenspan |
| Title: | Chief Financial Officer |
| |
| GREENLIGHT REINSURANCE, LTD. |
| By: | /s/ Simon Burton |
| Name: | Simon Burton |
| Title: | Chief Executive Officer |
| By: | /s/ Neil Greenspan |
| Name: | Neil Greenspan |
| Title: | Chief Financial Officer |
| |
| /s/ Faramarz Romer |
| FARAMARZ ROMER |
DATED: March 6, 2023
DEED OF SETTLEMENT AND RELEASE
NEIL GREENSPAN,
GREENLIGHT REINSURANCE, LTD.,
AND
GREENLIGHT CAPITAL RE, LTD.
DEED OF SETTLEMENT AND RELEASE
This Deed of Settlement and Release is made the 6 of March, 2023
BETWEEN:
(1) NEIL GREENSPAN of the United States (the “Employee”);
(2) GREENLIGHT REINSURANCE, LTD of 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, KY1-1205, Cayman Islands; and
(3) GREENLIGHT CAPITAL RE, LTD of 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, KY1-1205, Cayman Islands (together with Greenlight Reinsurance Ltd, the “Employers”) (each a “Party” and together “the Parties”).
WHEREAS:
(A) The Employee is employed as Chief Financial Officer of each of the Employers (the “Employment”) and is party to an Employment Agreement dated December 3, 2018, as subsequently amended September 2, 2019 (the “Contract”);
(B) The Parties have agreed to terminate the Employment by mutual consent effective March 31, 2023 (the “Termination Date”); and
(C) 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) “Associated Entities” means the Employers and each and all of their respective current, previous, and future parent companies, direct or indirect subsidiaries, and affiliates;
(b) “Claims” means all causes of action, matters, and disputes arising from or related to the Employment or the termination thereof, or otherwise arising between the Parties, whether known
or unknown, that exist (or may exist) as at the date of execution of this Deed including but not limited to:
(i) Any and all actions, causes of action, claims, covenants, contracts and/or controversies in any jurisdiction of whatsoever character howsoever arising whether in law, equity or otherwise;
(ii) Unfair dismissal pursuant to part VII of the Labour Act (2021 Revision) (the “Labour Act”) or any successor legislation;
(iii) Severance pay pursuant to part V of the Labour Act or any successor legislation;
(iv) Wrongful or constructive dismissal in respect of the Employment howsoever arising;
(v) Contractual entitlement in respect of salary, commission, accrued holiday pay, overtime, notice, severance, other benefits, or otherwise arising out of or in connection with the Contract (as amended) or 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;
(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 Deed is to be construed more strictly against the party who prepared the Deed.
2. Agreement and Release by the Employee
2.1 The Parties hereby agree that the Employment shall terminate by mutual consent and without further notice as of the Termination Date, at which time the Employee shall cease to be employed by the Employers.
2.2 The Employee agrees and undertakes to resign as of the Termination Date from all officer, board, committee, and other appointments or positions held in respect of the Employers and their Associated Entities. In the event that the Employee fails to resign in accordance with this clause the Employee hereby irrevocably grants a power of attorney to the Employers empowering them to execute the necessary instruments of resignation on the Employee’s behalf.
2.3 The Employee agrees that other than as set forth in Section 3, below, the Employee hereby:
(a) Releases each and all of the Employers and their Associated Entities (collectively, the “Companies”), and each and all of the Companies’ respective servants, agents, directors, officers, employees, partners, equityholders, investors, and representatives (collectively, with the Companies, the “Releasees”) from all and any Claims howsoever arising, whether under Cayman Islands, United States, New York, Irish, or other law, whether under any statute, regulation, ordinance, constitution, treaty, contract (including, but not limited to, under the Greenlight Capital Re, Ltd.’s Compensation Plan (the “Compensation Plan”), the Greenlight Capital Re, Ltd. Short-Term Incentive Plan (the “STIP”), and the Greenlight Capital Re, Ltd. Amended and
Restated 2004 Stock Incentive Plan, as may be amended from time to time (the “LTIP”)), common law, or otherwise, and whether such Claims are accrued or contingent;
(b) Undertakes and covenants not to assert any Claims or commence legal proceedings in respect of such claims against any of the Releasees 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 Sections 10, 11, 13 and 14 of the Contract (collectively, the “Surviving Provisions”), which the Employee agrees survive the Employee’s termination, and acknowledges that such terms are enforceable in their entirety;
(d) Undertakes and covenants that before and after the Termination Date, the Employee will reasonably cooperate with the Companies, in connection with (i) the smooth transition of the Employee’s role and responsibilities, as directed by the Employers, including by promptly responding to requests for information, (ii) any actual or threatened investigation, administrative proceeding, or litigation relating to any matter that occurred during the Employment in which the Employee was involved or of which the Employee has knowledge, and (iii) any other internal or external review of the Companies, including by any regulator or agency, or any actual or threatened arbitration; provided that the Companies will attempt to schedule the Employee’s cooperation for mutually agreeable times and locations in a manner that does not unduly interfere with the Employee’s personal or professional pursuits and will reimburse the Employee for any reasonable pre-approved out-of-pocket expenses the Employee incurs in connection with such cooperation. The Employee will render the Employee’s cooperation under this paragraph without requiring a subpoena, and will do so honestly, truthfully, forthrightly, and completely, including supplying relevant documents and information in the Employee’s possession, custody, or control;
(e) Agrees and confirms that, except as set forth in Sections 3.1(a)-(c), 3.2, 3.3, and 3.4 below, none of the Releasees owes the Employee any wages, bonuses (including, but not limited to, any quantitative bonuses (for 2017, 2018, 2019, 2020, or any other year) or other such bonuses or compensation or benefits under the Compensation Plan or STIP or otherwise), pro-rated bonuses (for 2023 or any other year), equity compensation, stock options, restricted shares, sick pay, vacation or holiday pay, severance pay, relocation or moving costs, notice pay, pension contribution, equity award (including, but not limited to, any equity awards under the LTIP or otherwise), or any other compensation, payment, amount, benefit, or interest whatsoever. For the avoidance of doubt, Employee acknowledges and agrees that as of the Termination Date, all unvested shares, unvested restricted stock units, and any other unvested equity or equity-based awards granted under the LTIP will be automatically forfeited for no consideration; and
(f) Confirms and acknowledges that the Employee has not suffered any known workplace injury or occupational disease and that the Employee has not been victimised in consequence of reporting any wrongdoing relating in any way to the Employment.
2.4 In the event that the Employee breaches any material provision of this Deed, the Post-Employment Release (as defined below), or the Surviving Provisions or pursues or encourages any Claim against any of the Releasees, (i) the Employers shall have no further obligations to the Employee under this Deed or otherwise (including, but not limited to, any obligation to provide the payments or other consideration set forth in Section 3 of this Deed), (ii) the Employers will be entitled to recoup all payments and consideration previously provided to the Employee under Section 3 of this Deed, plus legal fees and costs it incurs in recouping such amounts, except the amount of $500, (iii) the Employee agrees to indemnify without limitation such parties for any losses suffered as a result thereof, including but not limited to advancing all of their legal and professional fees with respect to such matter(s), (iv) the Employers shall have all rights and
remedies available to it under this Deed and any applicable law or equitable theory, and (v) all of the Employee’s promises, covenants, representation, and warranties under this Deed, and under the Surviving Provisions, will remain in full force and effect; provided, however, that action pursuant to clauses (i) and (ii) of this Section 2.4 shall only be taken by the Employers if approved by the board of directors of Greenlight Capital Re, Ltd. or a designated committee thereof comprised of independent directors. Further, in the event the Employers breach any material provision of this Deed (including but not limited to Section 10.2), the Employee shall have all rights and remedies available under applicable law.
2.5 In signing this Deed the Employee acknowledges that the Employee has read and understood this Deed and has obtained or had the opportunity to obtain independent legal advice in relation thereto. The Employee further acknowledges that the Employee signs this Deed voluntarily and understands that the Deed contains a full and final release of all claims that the Employee has or may have against any of the Releasees.
2.6 The Employee shall not commence or maintain, or procure, assist, encourage, support or otherwise participate in the commencement or continuance of, any proceedings in respect of the Claims, except, for the avoidance of doubt, for the purpose of enforcing this Deed.
2.7. The Employee agrees that as a material condition of receiving the benefits hereunder, including the benefits set forth in Section 3, the Employee agrees to execute the release attached hereto as Annex A (the “Post-Employment Release”) within ten (10) days following the Termination Date.
3. Agreement by the Employers
3.1 Conditional upon the Employee executing this Deed on the date hereof and complying with all of the terms hereof and with the Surviving Provisions:
(a) the Employers shall pay the Employee a separation payment in the amount of (i) $61,644 (US), less applicable taxes and deductions, payable within two and one half months following the Termination Date and (ii) $750,000 (US), less applicable taxes and deductions, payable over twelve (12) months in substantially equal monthly installments commencing on the sixtieth (60th) day after the Termination Date;
(b) the Employers shall pay the Employee a payment equivalent to statutory severance in the amount of $38,462 (US), less applicable taxes and deductions, payable within two and one half months following the Termination Date; and
(c) the Employers shall pay the Employee a payment in the amount of $95,000 (US) for relocation expenses, payable within 15 days following the Termination Date.
3.2 The Employers shall pay the Employee for any accrued but unused vacation (if any), in accordance with the Employers’ vacation policy.
3.3 The Employers shall reimburse the Employee for any as-yet unreimbursed business expenses that were properly accrued prior to the Termination Date, in accordance with the terms and conditions of the Employers’ expense reimbursement policy. For avoidance of doubt, the Employee will not receive reimbursement or payment of any moving or relocation expenses, and is waiving and releasing all claims to any such expenses.
3.4 The Employee shall remain eligible under the STIP for a bonus, if any, for the 2022 Plan Year (as defined in the STIP), in accordance with the terms and conditions of the STIP.
3.5 Nothing in this Deed shall be construed to waive or release any right to indemnification the Employee otherwise would have under any applicable by-law, duly-executed agreement, or insurance policy with respect to claims threatened or brought against Employee by any third parties.
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 Acknowledgments
6.1 The Parties shall (at their own cost) 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.
7. Warranties and Representations
7.1 Each Party hereby separately represents and warrants to the other Party 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 Party 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 negotiations, correspondence and discussions which led to this Deed shall remain strictly confidential, unless any Party is under an applicable legal or fiduciary duty of disclosure. Any party under such a duty of disclosure with respect to 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 in a Form 8-K with the U.S. Securities and Exchange Commission.
10. Post-employment Obligations
10.1 The Surviving Provisions (as modified herein) are explicitly incorporated into this Deed by reference. The Employee hereby acknowledges and agrees that the foregoing provisions are enforceable in full and waives any objections thereto.
10.2 The Employee acknowledges and agrees that Employee will not defame or criticize the services, business, integrity, veracity or personal or professional reputation of the Employers or any of their respective affiliates (the “Group”) and any of the Groups’ respective officers, directors, partners, executives or agents thereof in either a professional or personal manner at any time. The Employers acknowledge and agree that they will instruct their directors and senior officers not to defame, criticize or make any untruthful or disparaging statements regarding the services, integrity, veracity or personal or professional reputation of the Employee in either a professional or personal manner at any time. The Employee and Employers acknowledge and agree that Section 13 (Enforcement) of the Contract shall apply to this Section 10.2.
11. Return of Property
11.1 Except as otherwise instructed by the Company, the Employee agrees and undertakes to
(a) immediately deliver to the custody of the Employers all originals and copies of any documents and other property of the Employers which are in the Employee’s possession, under the Employee’s control or to which he may have access; and
(b) immediately delete permanently and irretrievably any electronic material (howsoever stored) within the Employee’s possession, control or to which the Employee may have access belonging to the Employers or relating in any way to the Employers’ business.
Notwithstanding the foregoing, the Employee may retain and convert to personal use the Employee’s cell phone number provided by the Employers following the Termination Date.
12. Entire Agreement
12.1 This Deed, the Post-Employment Release, which is incorporated into this Deed by reference, and the Surviving Provisions of the Contract form 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.
12.2 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.
13. Variation
13.1 No provision of this Deed shall be deemed varied, waived, amended or modified by either Party, unless such variation, waiver, amendment or modification is made in writing and signed by each Party.
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. Successors and Assigns
15.1 This Deed shall inure to the benefit of and be binding upon the successors of each Party to this Deed.
15.2 This Deed is personal to the Parties and shall not be capable of assignment save as provided by clause 15.1 above.
16. Severability
16.1 If any of the provisions of this Deed is found by an arbitrator or 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 Deed, in which case the party who was to receive the benefit of the severed portion has the option to void the Deed insofar as it relates to them.
17. Governing Law and Jurisdiction
17.1 The Parties agree that any disputes hereunder shall be resolved in accordance with Sections 13 and 14 of the Contract.
17.2 This Deed of Settlement and Release 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.
[Signature Pages Follow]
IN WITNESS WHEREOF the Parties hereto have executed this Deed on the date and year first above written.
| | | | | | | | |
SIGNED AS A DEED by NEIL GREENSPAN
in the presence of: | ) ) ) ) | /s/ NEIL GREENSPAN Signature |
/s/ FARAMARZ ROMER
Signature of Witness
Name: FARAMARZ ROMER
Address: Greenlight Re, 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, Cayman Islands
Occupation: Chief Accounting Officer & Treasurer
/s/ SHERRY DIAZ
Signature of Witness
Name: SHERRY DIAZ
Address: Greenlight Re, 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, Cayman Islands
Occupation: Controller
Deed of Settlement and Release (N. Greenspan) – Signature Pages
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EXECUTED AS A DEED by GREENLIGHT REINSURANCE LTD | ) ) ) )
) ) ) ) | /s/ FARAMARZ ROMER Duly Authorized Signatory Name: FARAMARZ ROMER Title: Chief Accounting Officer & Treasurer
/s/ SIMON BURTON Duly Authorized Signatory Name: SIMON BURTON Title: Chief Executive Officer |
in the presence of:
/s/ NEIL GREENSPAN
Signature of Witness
Name: NEIL GREENSPAN
Address: Greenlight Re, 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, Cayman Islands
Occupation: Chief Financial Officer
/s/ SHERRY DIAZ
Signature of Witness
Name: SHERRY DIAZ
Address: Greenlight Re, 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, Cayman Islands
Occupation: Controller
Deed of Settlement and Release (N. Greenspan) – Signature Pages
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EXECUTED AS A DEED by GREENLIGHT CAPITAL RE LTD | ) ) ) )
) ) ) ) | /s/ FARAMARZ ROMER Duly Authorized Signatory Name: FARAMARZ ROMER Title: Chief Accounting Officer & Treasurer
/s/ SIMON BURTON Duly Authorized Signatory Name: SIMON BURTON Title: Chief Executive Officer |
in the presence of:
/s/ NEIL GREENSPAN
Signature of Witness
Name: NEIL GREENSPAN
Address: Greenlight Re, 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, Cayman Islands
Occupation: Chief Financial Officer
/s/ SHERRY DIAZ
Signature of Witness
Name: SHERRY DIAZ
Address: Greenlight Re, 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, Cayman Islands
Occupation: Controller
Deed of Settlement and Release (N. Greenspan)
Annex A
POST-EMPLOYMENT RELEASE
DATED: [●], 2023
POST-EMPLOYMENT RELEASE
NEIL GREENSPAN,
GREENLIGHT REINSURANCE, LTD.,
AND
GREENLIGHT CAPITAL RE, LTD.
POST-EMPLOYMENT RELEASE
This Post-Employment Release is made the [●] of [●] 2023.
BETWEEN:
(1) NEIL GREENSPAN of the United States (the “Employee”);
(2) GREENLIGHT REINSURANCE, LTD of 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, KY1-1205, Cayman Islands; and
(3) GREENLIGHT CAPITAL RE, LTD of 65 Market Street, Suite 1207, Jasmine Court, Camana Bay, Grand Cayman, KY1-1205, Cayman Islands (together with Greenlight Reinsurance Ltd, the “Employers”) (Each a “Party” and together “the Parties”).
WHEREAS:
(A) The Employee was employed as Chief Financial Officer of the Employers (the “Employment”) and is party to an Employment Agreement dated December 3, 2018, as subsequently amended September 2, 2019 (the “Contract”); and
(B) The Parties agreed to terminate the Employment by mutual consent effective March 31, 2023 (the “Termination Date”) and have entered into a Deed of Settlement and Release dated March 6, 2023 (the “Deed of Settlement”) to which this Post-Employment Release (the “Post-Employment Release”) is an Annex, and as a precondition to the Employee’s receipt of the benefits provided in Section 3 of the Deed of Settlement:
IT IS NOW AGREED AND THIS POST-EMPLOYMENT RELEASE WITNESSES AS FOLLOWS:
1. Definitions
1.1 All capitalized terms utilized but not defined herein shall have the same meanings ascribed to them in the Deed of Settlement.
1.2 “Claims” means all causes of action, matters, and disputes arising from or related to the Employment or the termination thereof, or otherwise arising between the Parties, whether known
Annex A - Post-Employment Release (N. Greenspan)
or unknown, that exist (or may exist) as at the date of execution of this Post-Employment Release including but not limited to:
(i) Any and all actions, causes of action, claims, covenants, contracts and/or controversies in any jurisdiction of whatsoever character howsoever arising whether in law, equity or otherwise;
(ii) Unfair dismissal pursuant to part VII of the Labour Act (2021 Revision) (the “Labour Act”) or any successor legislation;
(iii) Severance pay pursuant to part V of the Labour Act or any successor legislation;
(iv) Wrongful or constructive dismissal in respect of the Employment howsoever arising;
(v) Contractual entitlement in respect of salary, commission, accrued holiday pay, overtime, notice, severance, equity and equity-based compensation (including, but not limited to, awards granted under the LTIP), other benefits, or otherwise arising out of or in connection with the Contract (as amended) or Employment, including for the avoidance of doubt any discretionary bonus and any bonus under the Compensation Plan or STIP or otherwise; 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;
(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.
2. Agreement and Release by the Employee
2.1 The Employee agrees that other than as set forth in Section 3 of the Deed of Settlement, the Employee hereby:
(a) Releases the Releasees from all and any Claims howsoever arising, whether under Cayman Islands, United States, New York, Irish, or other law, whether under any statute, regulation, ordinance, constitution, treaty, contract (including, but not limited to, under the Compensation Plan, the STIP, and the LTIP), common law, or otherwise, and whether such Claims are accrued or contingent;
(b) Undertakes and covenants not to assert any Claims or commence legal proceedings in respect of such claims against any of the Releasees 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 Surviving Provisions, which the Employee agrees survives the Employee’s termination, and acknowledges that such terms are enforceable in their entirety;
(d) Undertakes and covenants that after the Termination Date, the Employee will reasonably cooperate with the Employers and their Associated Entities, in connection with (i) the smooth transition of the Employee’s role and responsibilities, as directed by the Employers, including by promptly responding to requests for information, (ii) any actual or threatened investigation, administrative proceeding, or litigation relating to any matter that occurred during the
Annex A - Post-Employment Release (N. Greenspan)
Employment in which the Employee was involved or of which the Employee has knowledge, and (iii) any other internal or external review of the Companies, including by any regulator or agency, or any actual or threatened arbitration; provided that the Companies will attempt to schedule the Employee’s cooperation for mutually agreeable times and locations in a manner that does not unduly interfere with the Employee’s personal or professional pursuits and will reimburse the Employee for any reasonable pre-approved out-of-pocket expenses the Employee incurs in connection with such cooperation. The Employee will render the Employee’s cooperation under this paragraph without requiring a subpoena, and will do so honestly, truthfully, forthrightly, and completely, including supplying relevant documents and information in the Employee’s possession, custody, or control;
(e) Agrees and confirms that, except as set forth in Sections 3.1(a)-(c), 3.2, and 3.3 of the Deed of Settlement, none of the Releasees owes the Employee any wages, bonuses (including, but not limited to, any quantitative bonuses (for 2017, 2018, 2019, 2020, or any other year) or other such bonuses or compensation or benefits under the Compensation Plan or STIP (for 2022 or 2023) or otherwise), pro-rated bonuses (for 2023 or any other year), equity compensation, stock options, restricted shares, sick pay, vacation or holiday pay, severance pay, relocation or moving costs, notice pay, pension contribution, equity award (including, but not limited to, any equity awards under the LTIP or otherwise), or any other compensation, payment, amount, benefit, or interest whatsoever. For the avoidance of doubt, Employee acknowledges and agrees that as of the Termination Date, all unvested shares, restricted stock units, and any other unvested equity or equity-based awards granted under the LTIP will be automatically forfeited for no consideration; and
(f) Confirms and acknowledges that the Employee has not suffered any known workplace injury or occupational disease and that the Employee has not been victimised in consequence of reporting any wrongdoing relating in any way to the Employment.
2.2 In the event that the Employee breaches any material provision of this Post-Employment Release, the Deed of Settlement, or the Surviving Provisions or pursues or encourages any Claim against any of the Releasees, (i) the Employers shall have no further obligations to the Employee under the Deed of Settlement or otherwise (including, but not limited to, any obligation to provide the payments or other consideration set forth in Section 3 of the Deed of Settlement), (ii) the Employers will be entitled to recoup all payments and consideration previously provided to the Employee under Section 3 of the Deed of Settlement, plus legal fees and costs is incurs in recouping such amounts, except the amount of $500, (iii) the Employee agrees to indemnify without limitation such parties for any losses suffered as a result thereof, including but not limited to advancing all of their legal and professional fees with respect to such matter(s), (iv) the Employers shall have all rights and remedies available to it under this Post-Employment Release and the Deed of Settlement and any applicable law or equitable theory, and (v) all of the Employee’s promises, covenants, representation, and warranties under this Post-Employment Release, the Deed of Settlement, and under the Surviving Provisions, will remain in full force and effect; provided, however, that action pursuant to clauses (i) and (ii) of this Section 2.2 shall only be taken by the Employers if approved by the board of directors of Greenlight Capital Re, Ltd. or a designated committee thereof comprised of independent directors. Further, in the event the Employers breach any material provision of this Post-Employment Release, the Employee shall have all rights and remedies available under applicable law.
2.3. The Employee shall not commence or maintain, or procure, assist, encourage, support or otherwise participate in the commencement or continuance of, any proceedings in respect of the Claims, except, for the avoidance of doubt, for the purpose of enforcing the Deed of Settlement.
3. No Admission
Annex A - Post-Employment Release (N. Greenspan)
3.1 Entry into this Post-Employment Release and performance of the obligations hereunder shall not constitute an admission of liability howsoever arising by any Party.
4. Absolute Bar
4.1 This Post-Employment Release 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 Post-Employment Release.
5. Counterparts
5.1 This Post-Employment Release 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 Post-Employment Release.
[Signature Pages Follow]
Annex A - Post-Employment Release (N. Greenspan)
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SIGNED AS A DEED by NEIL GREENSPAN
in the presence of: | ) ) ) ) | ______________________________ Signature |
_____________________________________
Signature of Witness
Name:
Address:
Occupation:
______________________________________
Signature of Witness
Name:
Address:
Occupation:
Annex A - Post-Employment Release (N. Greenspan) – Signature Pages
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EXECUTED AS A DEED by GREENLIGHT REINSURANCE LTD | ) ) ) )
) ) ) ) | ______________________________ Duly Authorized Signatory Name: Title:
______________________________ Duly Authorized Signatory Name: Title |
in the presence of:
_____________________________________
Signature of Witness
Name:
Address:
Occupation:
______________________________________
Signature of Witness
Name:
Address:
Occupation:
Annex A - Post-Employment Release (N. Greenspan)
| | | | | | | | |
EXECUTED AS A DEED by GREENLIGHT CAPITAL RE LTD | ) ) ) )
) ) ) ) | ______________________________ Duly Authorized Signatory Name: Title:
______________________________ Duly Authorized Signatory Name: Title |
in the presence of:
_____________________________________
Signature of Witness
Name:
Address:
Occupation:
______________________________________
Signature of Witness
Name:
Address:
Occupation:
Annex A - Post-Employment Release (N. Greenspan) – Signature Pages
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of March 6, 2023 (the “Effective Date”), by and among Greenlight Capital Re, Ltd. and Greenlight Reinsurance, Ltd. (collectively, the “Company”) and Neil Greenspan (the “Consultant”).
WHEREAS, the Company will engage the Consultant as an independent contractor to perform certain services as reflected on Exhibit A, which Exhibit is incorporated herein by this reference (the “Services”);
WHEREAS, Consultant desires to render such Services to the Company; and
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.
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 and independent contractor to the Company in accordance with and subject to the terms hereof.
(b)Consulting Period and Service Commitment
Consultant shall be obligated to render Services to the Company during the period commencing on April 1, 2023 and continuing until July 31, 2023, unless terminated earlier pursuant to Section 3 hereof (the “Consulting Period”). During the Consulting Period, Consultant shall provide up to but not more than 20 hours per week to discharge the Services as may be requested by the Chief Financial Officer of the Company.
(c)Independent Contractor
(i)Consultant’s relation to the Company shall be that of a consultant and an independent contractor. As a consultant and an independent contractor, Consultant shall be free to use and dispose of such portion of Consultant’s time, energy and skill as Consultant is not obligated to devote hereunder to the Company, in such manner as Consultant sees fit and to such persons, firms or corporations as Consultant deems advisable so long as same does not conflict with the provisions of this Agreement or any other agreements between Consultant and any of the Company Entities.
(ii)The Company and Consultant agree that Consultant is an independent contractor and that Consultant is not entitled to and shall not claim any of the rights, privileges, or benefits of an employee of any of the Company. 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. Furthermore, Consultant shall not be an agent of the Company and may not bind the Company in any manner or hold himself out as an agent of the Company or as someone authorized to negotiate on behalf of the Company.
(iii)Nothing in this Agreement is intended or shall be deemed to create any partnership, agency, or joint venture relationship between or among the parties. Consultant understands that, except as otherwise expressly provided for herein, Consultant will not receive any of the rights, privileges, or benefits that the Company extends to its employees, including, but not limited to, any wages, compensation, commissions, bonuses, profit sharing benefits, phantom equity, performance compensation, pension benefits, 401(k) benefits, welfare benefits, vacation, sick pay, termination or severance benefits, or other perquisites, by virtue of this Agreement or by virtue of Consultant’s provision of Services to the Company.
(iv)Consultant shall bear sole responsibility for payment on behalf of Consultant of any federal, state, and local income tax withholding, social security taxes, workers’ compensation coverage, unemployment insurance, liability insurance, health and/or disability insurance, retirement benefits or other welfare or pension benefits, and/or other payments and expenses arising out of Consultant’s activity under this Agreement.
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 April 1, 2023 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 US $25,000 per month for consulting services through Consulting Period, payable in arrears on or before the 15th day of each such month. The cash portion of the Consulting Fee shall be prorated for partial months.
(b)Termination; Expiration
Upon termination of the Consulting Period, the Consultant shall be entitled to any Consulting Fees earned prior to and through the termination date, and the Company shall endeavor to pay to the Consultant all earned but unpaid Consulting Fees, and properly incurred but yet unreimbursed expenses, as promptly as practicable but in any event within thirty (30) days of the termination date.
(c)Expenses
During the Consulting Period, the Company shall reimburse Consultant for ordinary and reasonable out-of-pocket and documented business expenses incurred by the Consultant in the performance of duties for 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; provided, however, that any expense exceeding US $300 shall require pre-approval by the Company.
(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 or (iv) any other plans made available by the Company to its employees.
Section 3.Termination
(a)Termination Upon Death
The death of the Consultant shall immediately terminate this Agreement.
(b)Termination for Cause
The Company, as determined by the Chief Financial Officer, may terminate the Consulting Period and Consultant’s engagement hereunder at any time for Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following:
(i)the failure of Consultant to perform Consultant’s duties or comply with reasonable lawful directions of the Chief Financial Officer, which continues for a period of more than 10 days immediately after the Company 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 by 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 Company to Consultant.
In the event of termination of this Agreement under this Section 3(a), the termination date shall be the date of the occurrence of the first act meeting the definition of termination for Cause.
(c)Termination for other than Cause or due Death
Notwithstanding Section 3(b) above, the Agreement can be terminated for reasons other than Cause or due to death by either the Consultant or the Company, as determined by the Chief Financial Officer, with forty-five (45) days’ written notice of such termination.
In the event of termination of this Agreement under this Section 3(b), the termination date shall be forty-five (45) days following the provision of written notice of such termination.
(d)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 Consultant 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)Continuing Obligations
Consultant acknowledges and agrees that during the Consulting Period and thereafter Consultant continues to be bound by Sections 10 (Restrictive Covenants), 11 (Intellectual Property), 13 (Enforcement) and 14 (Dispute Resolution) of the Employment Agreement dated December 3, 2018, as subsequently amended September 2, 2019 (the “Prior Contract”) and Sections 9 (Confidentiality) and 10 (Post-employment Obligations), of the Deed of Settlement and Release dated March 6, 2023 by and between the Consultant and the Company (the “Deed”) (collectively, the “Continuing Obligations”), which shall continue in full force and effect, and Consultant acknowledges and agrees that, for purposes of the Continuing Obligations, references in the Prior Contract and the Deed to “during the Employment Period”, “during Employment”, “during the term of this Agreement”, or any analogous term shall be deemed to include during the term of this Consulting Agreement; provided, that, for the avoidance of doubt, any period of restricted activity under Section 10 (Restrictive Covenants) shall not be extended by the term of this Agreement.
(b)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 or arbitrator having jurisdiction in accordance with the terms of this Agreement, 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 and that money damages will not provide an adequate remedy to the Company. 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 the Consultant breaches any of the provisions hereof (and such action shall not be considered a breach under the Agreement).
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 Grand Cayman, Cayman Islands in accordance with the rules and procedures of the Arbitration Act (2012 Revision). 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 an officer of the Company or is or was serving at the request of the Company 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 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.
Consultant agrees to indemnify and hold the Company harmless from and against any and all claims, liabilities, and/or expenses (including court costs and reasonable attorneys’ fees) resulting from, arising out of, or relating to any of (i) the Services performed by Consultant hereunder, (ii) any breach of the warranties made by Consultant hereunder, and (iii) any breach by Consultant of this Agreement. Consultant further agrees to indemnify and hold harmless the Company against all damages to persons or property that occur as a result of the performance of the Services hereunder 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 the Consultant’s 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 (i) personally or (ii) by overnight, certified or registered mail, return receipt requested, postage prepaid, addressed, or (iii) delivered via email, with return receipt requested, in the case of Consultant, to the last address on file with the Company and if to the Company, to its executive offices or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
Section 11.Entire Agreement; Modification
This Agreement, the Deed and the Continuing Obligations 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 an arbitrator or court of competent jurisdiction, in accordance with the terms of this Agreement, should determine that the time or territorial restrictions are unreasonable in their scope, then, and in that event, the arbitrator or court shall insert reasonable limitations and enforce the restriction in accordance therewith. Consultant acknowledges that the Company 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 aid of arbitration, 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 an arbitrator or 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.
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GREENLIGHT CAPITAL RE, LTD.
|
| By: | /s/ Faramarz Romer |
| Name: Faramarz Romer |
| Title: Chief Accounting Officer & Treasurer |
| |
|
| GREENLIGHT REINSURANCE, LTD. |
|
| By: | /s/ Faramarz Romer |
| Name: Faramarz Romer |
| Title: Chief Accounting Officer & Treasurer |
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| NEIL GREENSPAN |
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| By: | /s/ Neil Greenspan |
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DESCRIPTION OF SERVICES
The scope of Services is as below, but may be updated or amended in any material respect as agreed to by the parties in writing.
Consulting Role
Services related solely and exclusively to financial and accounting matters, including services relating to and in furtherance of and/or in connection with Consultant’s prior role as Chief Financial Officer as may be reasonably required by the person(s) identified in Section 1(b) of the Consulting Agreement. For the avoidance of doubt, Consultant shall not provide any insurance or reinsurance underwriting, actuarial or claims audit services and the Services shall not be performed in Cayman unless requested by the Chief Financial Officer and agreed to by Consultant.
FOR IMMEDIATE RELEASE
GREENLIGHT RE ANNOUNCES LEADERSHIP CHANGES
Faramarz Romer to be Appointed Chief Financial Officer
GRAND CAYMAN, Cayman Islands, March 7, 2023 (GLOBE NEWSWIRE) -- Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (“Greenlight Re” or the “Company”) today announced changes to its executive leadership team. Faramarz Romer, the Company’s Chief Accounting Officer and Treasurer, will be appointed Chief Financial Officer, effective as of April 1, 2023. Mr. Romer will succeed Neil Greenspan, who is leaving the Company on March 31, 2023.
“Faramarz has been an integral member of Greenlight Re’s finance team since 2007 and is the right person to succeed Neil in the Chief Financial Officer role,” said Simon Burton, Chief Executive Officer of Greenlight Re. “He is a highly experienced and capable finance professional. I am confident that in this new role, Faramarz will continue to add to and strengthen our ability to deliver long term value for our clients, partners and investors. On behalf of the Board, I would like to congratulate Faramarz and wish him continued success at Greenlight Re.”
Mr. Burton continued, “In addition, on behalf of everyone at Greenlight Re, I want to thank Neil for his many contributions to the Company over the past five years. We are grateful to Neil for his efforts and for ensuring a smooth and orderly succession. We wish him all of the best in all of his future endeavors.”
About Faramarz Romer
Since September 2020, Mr. Romer has served as Chief Accounting Officer and Treasurer of the Company. From July 2007 to September 2020, Mr. Romer served as Reporting and Compliance Officer and oversaw the Company’s Securities and Exchange Commission reporting, periodic and annual financial reporting, internal audit and SOX 404 process. Prior to joining the Company, Mr. Romer was a Senior Manager at KPMG.
He received his Bachelor of Arts in Business Administration from the University of Western Ontario – Richard Ivey School of Business. Mr. Romer is a Certified Public Accountant (CPA) and member of the Chartered Professional Accountants of Canada.
About Greenlight Capital Re, Ltd.
Greenlight Re (www.greenlightre.com) provides multiline property and casualty insurance and reinsurance through its licensed and regulated reinsurance entities in the Cayman Islands and Ireland, and its Lloyd’s platform, Greenlight Innovation Syndicate 3456. The Company complements its underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies. In 2018, the Company launched its Greenlight Re
Innovations unit, which supports technology innovators in the (re)insurance space by providing investment capital, risk capacity, and access to a broad insurance network.
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 the Company’s behalf. 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 Forms 10-K and 10-Q filed with the Securities Exchange Commission on March 8, 2022, and May 3, 2022, respectively. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as provided by law.
Investor Relations Contact
Karin Daly
Vice President, The Equity Group Inc.
(212) 836-9623
IR@greenlightre.ky
