◦ | Start Date: Provisionally June 1, 2009, subject to Immigration Approval |
◦ | Place of Employment: The Company's principal offices located in The Grand Pavilion, 802 West Bay Road, Grand Cayman Island, B.W.I. or such other location in Grand Cayman island at which the Company's principal offices may be located. |
◦ | Job Description: See attached Schedule A — to be provided |
◦ | Employment Status: Employee at will. Your employment may be terminated by the Company for any reason upon 90 days written notice, and may be terminated immediately by the Company for "Cause." For purposes of this agreement, "Cause" shall mean the employee's (i) drug or alcohol use which impairs the ability of the employee to perform his/her duties hereunder; (ii) conviction by a court of competent jurisdiction, or plea of "no contest" or guilty to a criminal offense; (iii) engaging in fraud or embezzlement or any other illegal conduct with respect to the Company; (iv) violation of the Company's Code of Conduct, the Tax Operating Guidelines or any other Operating Guidelines; (v) or the revocation of your Cayman Work permit or (vi) a breach of any representation made by Employee contained in that certain Non-Competition, Non-Solicitation, Intellectual Property and Confidentiality Agreement dated as of the date herewith. If notice of termination is given prior to one year from the initial date of employment, the notice period will be deemed to be the greater of (a) 90 days and (b) the number of days between the date of notice and the date one year after the initial date of employment. |
◦ | Work Hours: The standard work hours are 8:30 a.m. to 6:00 p.m., Monday through Friday. As a professional employee you will be expected to work overtime without any additional remuneration. Cayman does not observe Daylight Savings Time, so the Company may switch the normal hours of operation to 7:30 a.m. to 5:00 p.m. during the summer months. |
◦ | Holidays: The Company will observe a mixture of Caymanian and US holidays totaling at least 10 clays each year. |
◦ | Travel and Expenses: You may be required to travel as necessary to perform your |
◦ | Vacation: You will be entitled to 20 days of vacation leave per year. Scheduling of vacation time will be subject to prior approval of the President. Vacation time does not rollover without prior approval of the President. |
◦ | Sick days: You will be entitled to 10 sick days per year for actual illness. If you are absent from work for more than three consecutive days, you will be required to produce a doctor's note. |
◦ | Benefits: You will be entitled to participate in such employee benefit plans and insurance programs offered by the Company, or which it may adopt from time to time, for its employees, in accordance with the eligibility requirements for participation therein and applicable law. |
◦ | Remuneration: |
◦ | Base Salary: Annual Base Salary of $200,000, which will be paid monthly on or about the 23rd of each month to a local Caymanian bank account in $US. Salary reviews are expected to take place annually in February of the year following performance and such changes in salary, if any, will be instituted in March of the year following performance effective as of January 1 of the year following performance. For sake of clarity, the performance year of 2009 will be reviewed in February of 2010, with changes, if any, effective as of January 1, 2010. |
◦ | Living Allowance: An annual living allowance of $60,000 will be paid monthly ($5,000 per month) in addition to your base salary. |
◦ | Bonus: Your annual target bonus is 62.5% of base salary. The bonus, if any, is expected to be evaluated annually in February of the calendar year following performance, with bonuses declared shortly thereafter and paid in accordance with the Company's then approved compensation plan. Bonus awards will be based on the Company's performance in relation to targets established by the Board of Directors annually and your individual performance in relation to your assigned duties. Payment of any bonus for the 2009 year of performance will be based on a percentage times actual salary earned during 2009. A complete copy of the Company's current compensation plan will be furnished upon acceptance of this offer. For the 2009 performance year, 30% of your target bonus will be evaluated based on qualitative factors such as personal |
◦ | Performance Shares: In connection with your acceptance of this offer, the Company will recommend to the Board that you will be awarded 6,000 restricted Class A Ordinary shares of the Company's stock. The shares shall be evidenced by, and subject to, the terms and conditions of the Greenlight Capital Re, Ltd. 2004 Stock Incentive Plan, The shares will vest fully on March 15th 2012. |
◦ | Long-term Incentive Plan: You will be eligible for the Company's Long-term Incentive Plan. As a participant in the plan you will be eligible for further grants of restricted shares as well as option grants, from time to time, subject to the approval of the Board. Vesting of options or restricted shares grants and other terms and conditions of any such awards will be specified in your award agreement(s), if any. |
◦ | Pension: The Company has established a Pension plan in compliance with the Cayman Pension Act. The Company will deposit CI$6,000 (roughly $7,200) into your pension account annually. The pension amounts vest 100% after two years of continuous employment with the Company. |
◦ | Tax Advice: For US, Canadian and British citizens filing tax returns, the Company has arranged to have Federal Tax returns prepared at the Company's expense, up to $5,000 annually. The service provider will be Price Waterhouse Coopers, unless otherwise specified by the Company. |
◦ | Work Permit: AS a non-Caymanian, the Company will be required to obtain a work permit for you from the Caymanian Immigration authorities prior to your employment by the Company, This offer is predicated on the work permit being acquired and becomes null and void if the Company is unable to obtain the work permit from the said Immigration authorities. |
◦ | Relocation Expense Allowance: The Company will pay you a one time moving expense allowance of $20,000, to be used as you see fit. The Company will not be obligated to pay relocation costs in excess of this amount. If your period of employment ends prior to 36 months after your commencement of employment, you will be required to re-pay a pro-rata portion of the Relocation Expense Allowance. For the sake of clarity, if you elect to terminate your employment with the Company after 24 months from the commencement of your employment, you will be required to repay 33% of the initial Relocation Expense Allowance. |
◦ | Notice: You may terminate your employment with the Company upon 90 clays written notice. Upon your voluntary termination and satisfaction of the 90 day notice period, you will be paid any accrued but unpaid base salary and any unused vacation time. If you do not satisfy the 90 clay notice period, all unused vacation time shall be forfeited. |
◦ | Termination Option: If the Company is downgraded by A.M. Best below "A-" (excellent) within twenty-four months of the start of employment, you will have the option to terminate your employment with 30 days written notice. Upon termination, the Company will pay one-year of salary and target bonus. |
◦ | Contingencies: Your employment will be contingent upon compliance with the Code of Conduct (to be promulgated by the Company), the Tax Operating Guidelines, and any other Operating Guidelines promulgated by the Company. |
◦ | Representation: YOU represent and warrant to the Company, and you acknowledge that the Company has relied on such representation in offering employment to you, that the performance of your duties to the Company hereunder will not violate the terms of any agreement with any third party. |
o | Restrictive Covenants: Your employment is contingent upon your execution of our Non-competition, Non-solicitation, Intellectual Property and Confidentiality Agreement. |
/s/ Tom Curnock | 3/23/2009 |
Tom Curnock | Dated |
/s/ Bart Hedges | 3/23/2009 |
Bart Hedges | Dated |
President & Chief Underwriting Officer Greenlight Reinsurance, Ltd. |
1. | Employment. In connection with the employment by the Company of the Employee as a professional staff member of the Company in accordance with that certain letter agreement as of a date even herewith, the Employee agrees to the terms and conditions as herein set forth. |
2. | Restrictive Covenants. |
i) | as a result of the Employee's employment by the Company, the Employee has obtained and will obtain Confidential Information (as defined below); |
ii) | the Confidential Information has been developed and created by the Company or Greenlight Capital Re Ltd. (the "Parent") or any of their affiliates (the "Group") at substantial expense and the Confidential Information constitutes valuable proprietary assets; |
iii) | the Group will suffer substantial damage and irreparable harm which will be difficult to compute if, during the period of employment of the Employee by the Company (the "Employment Period") and for six months thereafter, the Employee should enter a Competitive Business (as defined below) 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 which will be difficult to compute if, during the Employment Period or thereafter for a period of 12 months, the Employee 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 arc reasonable and necessary for the protection of the business of the Group; |
vii) | the Company would not have hired or continued to employ Employee unless he agreed to be bound by the terms hereof; and |
(b) | Confidentiality. In consideration of the benefits provided for in this Agreement, Employee agrees not to, at any time, either during the Employment Period or for a period of twelve (12) months thereafter, divulge, use, publish or in any other manner reveal, directly or indirectly, to any person, firm, corporation or any other form of business organization or arrangement and keep in the strictest confidence any Confidential Information, except |
(c) | Non-Compete. In consideration of the benefits provided for in this Agreement, the Employee covenants and agrees that during the Employment Period and for a period of six (6) months following the termination of his employment for whatever reason, or following the date of cessation of the last violation of this Agreement, or from the date of entry by a court of competent jurisdiction of a final, unappealable judgment enforcing this covenant, whichever• of the foregoing is last to occur, he will not, for herself, or in conjunction with any other person, firm, partnership, corporation or other form of business organization or arrangement (whether as a Shareholder', partner, member, principal, agent, lender, director, officer, manager, trustee, representative, employee or consultant), be employed by, provide services to, or give advice or consultation to any Competitive Business. |
(d) | Non-Solicitation of the Employees. In consideration of the benefits provided for in this Agreement, the Employee covenants and agrees that during the Employment Period and for a period of twelve (12) months thereafter, the Employee shall not, without the prior written permission of the Company, |
(e) | Non-Solicitation of Clients and Customers. In consideration of the benefits provided for in this Agreement, the Employee covenants and agrees that during the Employment Period and for a period of twelve (12) months thereafter, he will not, for herself, or in conjunction with any other person, firm, partnership, corporation or other form of business organization or arrangement (whether as a, partner, member, lender, principal, agent, director, officer, manager, trustee, representative, employee or consultant): |
(f) | Post-Employment Property. The parties agree that any work of authorship, invention, design, discovery, development, technique, improvement, source code, hardware, device, data, apparatus, practice, process, method or other work product whatever (whether patentable or subject to copyright, or not, and hereinafter collectively called "discovery") related to the principal business of the Company that the Employee, either solely or in collaboration with others, has made or may make, discover, invent, develop, perfect, or reduce to practice during the Employment Period, whether or not during regular business hours and created, conceived or prepared on the Company's premises or otherwise shall be the sole and complete property of the Company. More particularly, and without limiting the foregoing, the Employee agrees that all of the foregoing and any |
(g) | Non-Disparagement. The Employee acknowledges and agrees that he will not defame or publicly criticize the services, business, integrity, veracity or personal or professional reputation of the Company and its respective officers, directors, partners, the Employees or agents thereof in either a professional or personal manner at any time during or following the Employment Period. |
(h) | Enforcement. If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 2, the Company shall have the right and remedy to have the provisions specifically enforced by any court having jurisdiction, it being acknowledged and agreed by the Employee that the services being rendered hereunder |
(i) | Severability. This Agreement is severable in that if any provision is determined to be illegal or unenforceable or unreasonable by any court of competent jurisdiction such provision shall be deemed to have been deleted without affecting the remaining provisions of this Agreement. |
(j) | EMPLOYEE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS SECTION 2 AND HAS I-TAD THE OPPORTUNITY TO REVIEW ITS PROVISIONS WITH ANY ADVISORS AS I-IE CONSIDERED NECESSARY AND THAT EMPLOYEE UNDERSTANDS THIS AGREEMENT'S CONTENTS AND SIGNIFIES SUCH UNDERSTANDING AND AGREEMENT BY SIGNING BELOW. |
3. | 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 2 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 the Cayman Islands. 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. |
4. | Successors: Binding Agreement. The rights and benefits of the Employee hereunder shall not be assignable, whether by voluntary or involuntary assignment or transfer by the Employee. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Company, and the heirs, executors and administrators of the Employee, and Shall be assignable by the Company to Parent or to any entity acquiring substantially all of the assets of the Company or the Parent, whether by merger, consolidation, sale of assets or similar transactions. |
5. | Notice. 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 Employee, to the last address on file with the Company and if to the Company, to its Employee offices or to such other |
6. | Governing Law. This Agreement is governed by, and is to be construed and enforced in accordance with, the laws of the Grand Court of the Cayman Islands without regard to principles of conflicts of laws. If, under such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion shall be deemed to be modified or altered to conform thereto or, if that is not |
7. | Amendment. No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing and signed by the Employee and the Company, and such waiver is set forth in writing and signed by the party to be charged. No waiver by either party hereto at any time of any breach by the 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. |
8. | Survival. The respective obligations of, and benefits afforded to, the Employee and the Company and Parent as provided in Section 1 of this Agreement shall survive the termination of this Agreement. |
9. | No Conflict of Interest. During the period of employment by the Company, the Employee shall not, directly or indirectly, render service, or undertake any employment or consulting agreement with another entity without the express written consent of the Board. |
10. | Counterparts. 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. |
11. | Entire Agreement. 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. Any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and canceled as of the date hereof. |
12. | Section Headings. The section headings in this Agreement are for convenience of |
13. | Representation. The Employee represents and warrants to the Parent and the |
• | Serve as the primary person responsible for reviewing submissions, coordinating data gathering, actuarial analysis, structuring, and presentation of the opportunity at deal meetings. |
• | For each transaction that proceeds to the stage of developing a deal memo, the Underwriter will be responsible for preparation of the deal memo. As such, the Underwriter will seek the input from actuarial resources (internally or externally) for the analysis section and Accounting resources for input on the accounting section. The Underwriter will be responsible for planning the deal meeting and coordinating and disseminating meeting materials in advance of the meetings. |
• | Subject to our Tax Operating Guidelines, maintain a presence in the market place with brokers and clients to ensure that the Company is well positioned within the broker market to receive submissions in its areas of interest. This will include communicating frequently with brokers and clients regarding the Company's risk appetite, areas of interest, and product offering. This may also include trips as necessary to Industry Seminars and client and broker visits. |
• | Be responsible for all facets of contract administration including but not limited to: slip and wording review, processing amendments and endorsements to the contract, cash collection, contract folder creation and maintenance, and electronic contract folder creation and maintenance. |
• | Negotiate, structure, document and monitor private equity investments with strategic partners. |
• | Complete research projects as assigned, in particular, the project to develop an enterprise wide risk management model. |