8-K

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

September 2, 2019

Date of Report (Date of earliest event reported)

GREENLIGHT CAPITAL RE, LTD.

(Exact name of registrant as specified in its 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, 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:

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))

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 o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period or complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 2, 2019, Greenlight Capital Re, Ltd. (the “Registrant”) and Greenlight Reinsurance, Ltd. (“Greenlight Re,” together with the Registrant, the “Employer”), a wholly owned subsidiary of the Registrant, entered into a second amendment to the employment agreement with Laura Accurso, the General Counsel and Corporate Secretary of the Employer (the “Accurso Amendment”). The Accurso Amendment amends Ms. Accurso’s existing employment agreement dated October 1, 2017, as amended February 18, 2019, among the Registrant, Greenlight Re and Ms. Accurso (the “Accurso Employment Agreement”).

Pursuant to the Accurso Amendment, Ms. Accurso’s cash severance payment upon a termination by the Employer without Cause or by Ms. Accurso for Good Reason has been increased to one hundred percent (100%) of the sum of Ms. Accurso’s Base Salary and Target Bonus (assuming targets have been achieved), payable over twelve (12) months in substantially equal installments. Except as specifically amended by the Accurso Amendment, the Accurso Employment Agreement shall remain in full force.

Also on September 2, 2019, Greenlight Reinsurance Ireland, DAC (“GRIL”), a wholly owned subsidiary of the Registrant, entered into an amendment to the employment agreement with Patrick O’Brien, the Chief Executive Officer of GRIL (the “O’Brien Amendment,” together with the Accurso Amendment, the “Amendments”). The O’Brien Amendment amends Mr. O’Brien’s existing employment agreement dated February 16, 2018, between GRIL and Mr. O’Brien (the “O’Brien Employment Agreement”).

Pursuant to the O’Brien Amendment, Mr. O’Brien’s cash Severance Payment upon a termination by GRIL without Cause or by Mr. O’Brien for Good Reason has been increased to one hundred percent (100%) of the sum of Mr. O’Brien’s Base Salary and Target Bonus (assuming targets have been achieved), payable over twelve (12) months in substantially equal installments. Except as specifically amended by the O’Brien Amendment, the O’Brien Employment Agreement shall remain in full force.

All capitalized terms used but not defined herein are as defined in the Accurso Employment Agreement or the O’Brien Employment Agreement, as applicable.

The foregoing summary of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments. A copy of each of the Amendments is attached hereto as Exhibit 10.1 and 10.2 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1	Second Amendment to Employment Agreement, dated as of September 2, 2019, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Laura Accurso.
10.2	Amendment to Employment Agreement, dated as of September 2, 2019, by and between Greenlight Reinsurance Ireland, DAC and Patrick O’Brien.

SIGNATURES

     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/ Tim Courtis
	Name:	Tim Courtis
	Title: Date:	Chief Financial Officer September 3, 2019

EX-10.1

Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “SecondAmendment”), dated as of September 2, 2019 (the “SecondAmendment Date”), is entered into by and among GREENLIGHT CAPITAL RE, LTD. (the “Company”), GREENLIGHT REINSURANCE, LTD. (the “Subsidiary”) and LAURA ACCURSO (the “Executive”).

RECITALS

WHEREAS, the Company, the Subsidiary, and the Executive have entered into that certain Employment Agreement, dated as of October 1, 2017, as amended by that certain Amendment to Employment Agreement, dated as of February 18, 2019 (the “Employment Agreement”); and

WHEREAS, the Company, the Subsidiary and 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. Amendment to Employment Agreement. The Employment Agreement is hereby amended as follows on the date as set forth below:

2.1 Section 10.5.2 of the Employment Agreement is hereby amended and restated in its entirety as follows, effective as of the Second Amendment Date:

“commencing on the 60^th day following the Termination Date (and provided the Executive does not breach the Agreement following the Termination Date in which case all payments under this clause shall cease) the Subsidiary shall pay to the Executive an amount equal to one hundred percent (100%) of the sum of Executive’s Base Salary and Target Bonus (assuming targets have been achieved) payable over twelve (12) months in substantially equal monthly installments. Any payments pursuant to this clause shall be in addition to any statutory entitlements arising upon termination, including but not limited to severance pay;”

SECTION 3.    Miscellaneous.

3.1 Effect on Employment Agreement. Except as specifically amended by this Second Amendment, the Employment Agreement shall remain in full force and effect and is hereby ratified and confirmed.

3.2 Entire Agreement; Amendment. The Employment Agreement, as amended by the terms of this Second Amendment, will supersede the prior terms of the Employment Agreement and sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein. No modification of or amendment to this Second Amendment, nor any waiver of any rights under this Second Amendment, shall be effective unless given in a writing signed by the party to be charged.

3.3 Governing Law; Dispute Resolutions. This Second Amendment shall be governed by and construed in accordance with, the laws of the Cayman Islands and any controversy or claim related hereto shall be resolved in accordance with Section 15 of the Employment Agreement.

3.4 Successors and Assigns. This Second Amendment shall be binding upon and shall inure to the benefit of the parties hereto and the successors and assigns of the Company and the Subsidiary.

3.5 Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Second Amendment.

3.6 Counterparts. This Second 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 Second Amendment by signing any such counterpart. Electronic signatures shall be effective as originals.

[SIGNATURE PAGE FOLLOWS]

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

GREENLIGHT CAPITAL RE, LTD.
	By: __/s/ Simon Burton______ Name: Simon Burton Title: CEO
GREENLIGHT REINSURANCE, LTD
	By: __/s/ Simon Burton______ Name: Simon Burton Title: CEO
	__/s/ Laura Accurso_________
	LAURA ACCURSO

[SIGNATURE PAGE TO SECOND AMENDMENT TO EMPLOYMENT AGREEMENT]

EX-10.2

Exhibit 10.2

EXECUTION VERSION

AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”), dated as of September 2, 2019, (the "Amendment Date"): is entered into by and between:

(1) GREENLIGHT REINSURANCE IRELAND, DAC, whose registered office is at Ground Floor, La Touche House, IFSC Dublin 1 and Company Registration Number 475022 (the “Company”); and

(2) Patrick O’Brien (the “Executive”).

RECITALS

A. WHEREAS, the Company and the Executive have entered into an Employment Agreement, dated February 16, 2018 (the “Employment Agreement”); and

B. WHEREAS, the Company and the Executive desire to make certain changes to the Employment Agreement as set forth herein.

C. 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. Amendment to the Employment Agreement.

2.1 Section 12.4.1(d) of the Employment Agreement is hereby amended and restated in its entirety as follows, effective as of the Amendment Date:

“an amount equal to one hundred percent (100%) of the sum of the Executive’s Base Salary and Target Bonus (assuming targets have been achieved) payable over twelve (12) months in substantially equal installments (the "Severance Payment")”

SECTION 3.    Miscellaneous.

3.1 Effect on Employment Agreement.

Except as specifically amended by section 2 of this Amendment, the Employment Agreement shall remain in full force and effect and is hereby ratified and confirmed.

3.2 Entire Agreement; Amendment.

The Employment Agreement, as amended by the terms of this Amendment, will supersede the prior terms of the Employment Agreement and sets forth the entire agreement and understanding of the parties relating to the subject matter herein and therein. No modification of or amendment to this Amendment, nor any waiver of any rights under this Amendment, shall be effective unless given in writing signed by the party to be charged.

3.3 Governing Law; Dispute Resolutions.

This Amendment shall be governed by and construed in accordance with Irish law and any controversy or claim related hereto shall be resolved in accordance with Section 17 of the Employment Agreement.

3.4 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.

3.5 Headings.

Section headings are for convenience of reference only and shall in no way affect the interpretation of this Amendment.

3.6 Counterparts.

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which when taken together will 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]

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

GREENLIGHT REINSURANCE IRELAND, DAC
	By: __/s/ Simon Burton_________ Name: Simon Burton Title: Group Chief Executive Officer
	By: __/s/ Bryan Murphy_________ Name: Bryan Murphy Title: Director
	__/s/ Patrick O’Brien_________
	PATRICK O’BRIEN

[SIGNATURE PAGE TO AMENDMENT TO EMPLOYMENT AGREEMENT]