0001385613-18-000050.txt : 20180321 0001385613-18-000050.hdr.sgml : 20180321 20180321164523 ACCESSION NUMBER: 0001385613-18-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180315 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180321 DATE AS OF CHANGE: 20180321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENLIGHT CAPITAL RE, LTD. CENTRAL INDEX KEY: 0001385613 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33493 FILM NUMBER: 18704886 BUSINESS ADDRESS: STREET 1: 65 MARKET STREET, SUITE 1207, STREET 2: CAMANA BAY, P.O. BOX 31110 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1205 BUSINESS PHONE: 345 943 4573 MAIL ADDRESS: STREET 1: 65 MARKET STREET, SUITE 1207, STREET 2: CAMANA BAY, P.O. BOX 31110 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1205 FORMER COMPANY: FORMER CONFORMED NAME: Greenlight Capital Re, Ltd. DATE OF NAME CHANGE: 20070109 8-K 1 form8-kbbamendedagreement2.htm 8-K - NEO CONTRACT AMENDMENT Document




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 15, 2018
Date of report (Date of earliest event reported) 

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. ¨
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. 
 
On March 15, 2018, Greenlight Reinsurance, Ltd, (the "Company"), a wholly owned subsidiary of Greenlight Capital Re, Ltd (the "Registrant"), entered into an amendment to the employment agreement (the "Amended Agreement") with Brendan Barry, the Chief Underwriting Officer of the Company and the Registrant. The Amended Agreement is effective from January 1, 2018, and amends the previous employment agreement (the "Employment Agreement") dated August 15, 2006, between the Company and Mr. Barry.

Pursuant to the Amended Agreement, Mr. Barry's base salary shall be US$500,000 per year and shall be periodically reviewed by the board of directors of the Company for increase. Mr. Barry shall be eligible for an annual discretionary bonus with a target of 65% of base salary.

Except as specifically amended by the Amended Agreement, the Employment Agreement shall remain in full force.

The foregoing summary of the Amended Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of the amendment is attached as Exhibit 10.1


Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 



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

 
 
GREENLIGHT CAPITAL RE, LTD.
 
(Registrant)
 
 
 
 
By:
/s/ Tim Courtis              
 
Name:
Tim Courtis
 
Title:
Chief Financial Officer
 
Date:
March 21, 2018



 EX-10.1 2 amendmenttoagreementbb.htm EXHIBIT 10.1 AMENDED AGREEMENT Exhibit



AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 15, 2018 (the “Amendment Date”), is entered into by and between GREENLIGHT REINSURANCE, LTD. (the “Company”) and BRENDAN BARRY (the “Executive”).
RECITALS
WHEREAS, the Company and the Executive have entered into that certain Employment Agreement, dated as of August 15, 2006 (as amended, the “Employment Agreement”); and
WHEREAS, the Company and the Executive desire to make certain changes to the Employment Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and in the Employment Agreement, the parties hereto agree as follows:
SECTION 1.    Definitions. All capitalized terms not otherwise defined herein are used as defined in the Employment Agreement.
SECTION 2.     Amendments to Employment Agreement. The Employment Agreement is hereby amended as follows on the dates as set forth below:
2.1    The first two sentences of Section 3 of the Employment Agreement are hereby amended and restated in their entirety as follows, effective as of August 15, 2011:
“Effective as of August 15, 2011, during the Employment Period, Executive shall serve as Chief Underwriting Officer of Greenlight Reinsurance, Ltd. (“Chief Underwriting Officer”) and shall report directly to the Chief Executive Officer of Greenlight Reinsurance, Ltd. Executive shall have those powers and duties normally associated with the position of Chief Underwriting Officer and such other powers and duties as may be prescribed by the Company; provided that, such other powers and duties are consistent with Executive's position as Chief Underwriting Officer and do not violate any applicable laws or regulations.”
2.2    Section 5(a) of the Employment Agreement is hereby amended and restated in its entirety as follows, effective as of January 1, 2018:
“Effective as of January 1, 2018, during the Employment Period, the Company shall pay Executive a base salary at the rate of not less than US $500,000 per year (“Base Salary”). Executive's Base Salary shall be paid in accordance with the Company’s customary payroll practices. The Board of Directors of the Company (the “Board”) shall periodically review Executive’s Base Salary for increase (but not decrease), consistent with the compensation practices and guidelines of the Company. If Executive's Base Salary is increased by the Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. In addition to Base Salary, during the Employment Period, Executive shall be eligible for an annual bonus based on pre-established performance metrics established by the Board (the "Bonus"). Effective as of January 1, 2018, Executive shall be eligible to receive a discretionary Bonus with a target of 65% of Base Salary. Any Bonus earned during a calendar year shall be paid at such time as the Company customarily pays annual bonuses; provided, that, Executive is still employed as of the last day of the calendar year in which the Bonus is earned.”

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2.3    Section 5(e) of the Employment Agreement is hereby amended and restated in its entirety as follows, effective as of January 1, 2014:
“Effective as of January 1, 2014, this Section 5(e) is hereby deleted and of no further force or effect.”
SECTION 3.     Miscellaneous.
3.1.    Effect on Employment Agreement. Except as specifically amended by this Amendment, the Employment Agreement shall remain in full force and effect and is hereby ratified and confirmed.
3.2    Governing Law; Dispute Resolution. This Amendment shall be governed by, and is to be construed and enforced in accordance with, the laws of the State of New York without regard to principles of conflicts of law and any controversy or claim related hereto shall be resolved in accordance with Section 10 of the Employment Agreement.
3.3    Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and the successors and assigns of the Company.
3.4    Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Amendment.
3.5    Counterparts. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. Electronic signatures shall be effective as originals.
[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this amendment to be duly executed effective as of the Amendment Date.

GREENLIGHT REINSURANCE, LTD.

By: /s/ Laura Accurso
Name: Laura Accurso
Title: General Counsel and Secretary
Greenlight Reinsurance, Ltd





/s/ Brendan Barry
BRENDAN BARRY













[SIGNATURE PAGE TO AMENDMENT TO EMPLOYMENT AGREEMENT]


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