0001385613
false
0001385613
2023-11-03
2023-11-08
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
November 3, 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)
(
205
)
291-3440
(Registrant's telephone number, including area code)
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
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 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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.
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Item 2.02 Results of Operations and Financial Condition
On November 8, 2023, Greenlight Capital Re, Ltd. (the "Registrant") issued a
press release announcing its financial results for the third quarter and nine
months ended September 30, 2023. A copy of the press release is attached as
Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
In accordance with general instruction B.2 to Form 8-K, the information set
forth in this Item 2.02 (including Exhibit 99.1) shall be deemed "furnished"
and not "filed" with the Securities and Exchange Commission for the purpose of
Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange
Act"), or otherwise subject to the liabilities of that section, and shall not
be incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
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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 November 7, 2023, the Registrant issued a press release announcing that
Greg Richardson will be appointed Chief Executive Officer effective as of
January 1, 2024. Mr. Richardson will succeed Simon Burton, who is leaving the
Registrant on December 31, 2023. A copy of the press release is filed as
Exhibit 99.2 hereto and incorporated herein by reference.
CEO Appointment and Agreement
On November 3, 2023, the Registrant, Greenlight Reinsurance, Ltd. ("Greenlight
Re," together with the Registrant, the "Employer"), and Mr. Richardson entered
into an Employment Agreement, with a commencement date of January 1, 2024 (the
"Richardson Agreement").
The Richardson Agreement provides that Mr. Richardson will serve as the Chief
Executive Officer and will be entitled to receive (i) an annual base salary of
USD $800,000 (pro-rated for partial years), (ii) an annual bonus with a target
bonus opportunity of 100% of his base salary, based on certain performance
metrics, as determined by the Board of Directors of the Registrant or
Compensation Committee thereof pursuant to the Registrant's short-term
incentive plan, as in effect from time to time and (iii) and an equity annual
award opportunity under the Greenlight Capital Re., Ltd. 2023 Omnibus
Incentive Plan (the "Incentive Plan"), as in effect from time to time, with a
grant date target fair value of 150% of base salary. In addition, promptly
following Mr. Richardson's commencement of employment, he will be granted
stock options to acquire 250,000 ordinary shares with a per share exercise
price equal to the fair market value of an ordinary share on the date of grant
as determined under the Incentive Plan, which will vest as to 50,000 ordinary
shares on each of the first five anniversaries of the date of grant subject to
Mr. Richardson's employment on the applicable vesting date.
In the event Mr. Richardson's employment is terminated by the Employer without
Cause or by Mr. Richardson for Good Reason (each as defined in the Richardson
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. Richardson will be entitled to receive: (i) a prorated
annual bonus for the year of termination based on actual performance, (ii) an
amount equal to one (1) times the sum of Mr. Richardson's annual base salary
and target bonus opportunity (reduced by the amount of any statutory severance
that is payable to Mr. Richardson), which shall be payable over 12 months,
(iii) full vesting of time vesting restricted shares awarded to Mr.
Richardson, (iv) continued eligibility to vest in performance vesting
restricted shares granted to him and (v) reimbursement for certain relocation
expenses. In the event Mr. Richardson's employment is terminated for any other
reason, he shall only be entitled to receive the Accrued Obligations.
Pursuant to the terms of the Richardson Agreement, it is contemplated that Mr.
Richardson will become a member of the Registrant's board of directors on
January 1, 2024.
The Richardson 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.
Mr. Richardson, aged 62, previously served as Chief Risk and Strategy Officer
of TransRe from 2014 to 2023. Prior to that he held strategic planning and
underwriting roles and served as Chief Underwriting Officer at Harbor Point Re
(which merged with Max Re Capital to form Alterra Re) from 2006 to 2013. Mr.
Richardson graduated with a B.Sc. Honors in Mathematics from Purdue, was a
Marshall Scholar at Oxford University, and obtained his MBA in Finance from
the University of Chicago.
There are no arrangements or understandings between Mr. Richardson and any
other persons pursuant to which Mr. Richardson was appointed Chief Executive
Officer. There are no family relationships between Mr. Richardson and any
other director or executive officer of the Registrant, or any persons
nominated or chosen by the Registrant to be a director or executive officer.
There are no transactions to which the Registrant is a party and in which Mr.
Richardson has a direct or indirect material interest that would be required
to be disclosed under Item 404(a) of Regulation S-K.
CEO Separation Agreement and Consulting Agreement
On November 3, 2023 (the "Effective Date"), Simon Burton and the Employer
executed a Deed of Settlement and Release (the "Separation Agreement"),
pursuant to which Mr. Burton's employment with the Employer will terminate by
mutual consent effective as of December 31, 2023 (the "Separation Date"). In
addition, as of the Effective Date, Mr. Burton will resign from all officer,
board, committee, and other appointments or positions held in respect of the
Employer and any associated entities.
The Separation Agreement provides that Mr. Burton will receive benefits,
consisting of (i) a cash severance amount equal to $2,400,000, less applicable
taxes and deductions and any applicable statutory severance payable to Mr.
Burton, payable over eighteen (18) months in substantially equal monthly
installments commencing on the sixtieth (60th) day after the Separation Date,
(ii) payment equivalent to statutory severance, (iii) full vesting of time
vesting restricted shares awarded to Mr. Burton, (iv) continued eligibility to
vest in performance vesting restricted shares granted to him, (v) continued
payment of base salary
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for the period from January through April 30, 2024, which corresponds to the
180-day notice period required under his employment agreement and (vi) a grant
of performance vesting restricted shares with a grant date value of $1.6
million to be made at such time as grants are generally made to other
executive in or about March of 2024. Additionally, under the terms of the
Separation Agreement, Mr. Burton 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
annual bonus for 2023. As consideration for the foregoing, Mr. Burton 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. Burton's amended and restated employment agreement with the
Employer, dated January 1, 2022, 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. Mr. Burton also agrees to cooperate with
transitioning his role and to provide information upon request and to assist
certain legal and regulatory matters.
The descriptions of the Richardson Agreement and the Separation Agreement
herein do not purport to be complete and each is qualified in its entirety by
reference to the full text of the Richardson Agreement and the Separation
Agreement, respectively, which are filed as Exhibits 10.1 and 10.2,
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 Employment Agreement, dated as of November 3, 2023, by and among Greenlight
Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Greg Richardson.
10.2 Deed of Settlement and Release, dated as of November 3, 2023, by and among
Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Simon Burton.
99.1 Earnings press release, "GREENLIGHT RE ANNOUNCES THIRD QUARTER 2023
FINANCIAL RESULTS", dated November 8, 2023, issued by the Registrant.
99.2 Announcement press release, "GREENLIGHT RE ANNOUNCES
NEW CH
IEF EXECUTIVE OFFICER
", dated November 7, 2023, issued by the Registrant.
104 Cover Page Interactive Data File (embedded
within the Inline XBRL document).
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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/ Faramarz Romer
Name: Faramarz Romer
Title: Chief Financial Officer
Date: November 8, 2023
EXECUTION COPY
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (as it may be amended, the "
Agreement
"), dated as of November 3, 2023, is made between:
(1) Greenlight Capital Re, Ltd. (the "
Company
") and Greenlight Reinsurance, Ltd. (the "
Subsidiary
" and together with the Company, the "
Employer
"); and
(2) Greg Richardson (the "
Executive
").
(Each a "
Party
" and together the "
Parties
").
WHEREAS,
(a) the Employer desires to employ the Executive as the Chief Executive
Officer ("
CEO
") of the Employer (the "
Employment
") commencing on January 1, 2024 (the "
Commencement Date
");
(b) the Executive desires to render services as the CEO of the Employer; and
(c) 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.
1.1 Subject to the terms and conditions contained in this Agreement the
Employer agrees to employ the Executive as the CEO effective as of the
Commencement Date, and the Executive hereby accepts such employment, on the
terms and conditions hereinafter set forth.
2.
Employment Period.
2.1 The period of Employment of Executive by the Employer under this
Agreement (the "
Employment Period
") shall commence on the Commencement Date and shall continue until terminated
by either Party in accordance with Section 9 of this Agreement.
2.2 Each of this Agreement and the Employment is conditioned upon (i) the
Employer obtaining a work permit in respect of the Cayman Islands and (ii) the
Executive maintaining the right to live and work in the Cayman Islands. The
Employer shall use commercially reasonable efforts to obtain and maintain
necessary work permits and shall pay the costs associated with such efforts.
3.
Position and Duties.
3.1 During the Employment Period, the Executive shall serve as CEO and
report directly to the Board of Directors of the Company (the "
Board
").
3.2 During the Employment Period, the Executive shall have those powers and
duties ordinarily associated with the position of CEO and such other powers
and duties
1
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as may reasonably be prescribed by the Board; provided that, such other powers
and duties are consistent with Executive's position as CEO and do not violate
any applicable laws or regulations.
3.3 The 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 the Board or the Board's designee.
3.4 During the Employment Period, it is anticipated that Executive shall
also serve as a member of the Board for no additional compensation, subject to
his continued election to serve on the Board by the Company's shareholders. 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. In the event that this Agreement is terminated by either Party
pursuant to Section 9 hereof the Executive shall resign as a member of the
Board and as an officer and/or director of other subsidiaries or affiliates of
the Employer as of the effective date of such termination.
3.5 The Executive's normal hours of work and standard work week shall be as
set forth in the 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.
4.1 The Executive's principal place of work shall be the Employer's
premises in the Cayman Islands.
4.2 The 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.
5.1 During the Employment Period, the Subsidiary shall pay the Executive a
base salary of US $800,000 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.
5.2 The 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.
5.3 During the Employment Period, the Board and/or the Compensation
Committee of the Board (the "
Compensation Committee
") shall periodically review the
2
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Executive's Base Salary for increase, but not decrease, 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.
5.4 The Executive hereby consents to all deductions as may be required by
law to be made by the Employer from the Base Salary.
5.5 During the Employment Period, the Subsidiary shall promptly reimburse
the Executive for all actual, reasonable, documented 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. In addition, the
Subsidiary shall promptly reimburse Executive for (i) up to an aggregate of
$5,000 per year for actual, reasonable, documented out-of-pocket fees and
expenses incurred in connection with personal tax preparation (ii) up to an
aggregate of $50,000 for actual, reasonable, documented out-of-pocket
relocation expenses from the United States to the Cayman Islands, including
relocation of Executive's and his family's personal property and travel
expenses for house hunting.
5.6 In addition to Base Salary, during the Employment Period beginning with
calendar year 2024, the Executive shall be eligible to be considered for an
annual bonus (the "
Bonus
") with a target of one hundred percent (100%) 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
"). For 2024, the Bonus metrics will be based 50% on individual performance
criteria and 50% on Company performance criteria applicable to bonus plan
participants generally.
6.
Leave.
6.1 During 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.
6.2 During 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.
6.3 During the Employment Period, the Executive shall also be entitled to
compassionate, adoption and such other leave as may be prescribed by law.
7.
Benefits
.
3
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7.1 During the Employment Period, the Executive shall participate in
pension and medical benefits and other employee benefits in accordance with
applicable law and with the Company's policies, as in effect from time to time.
8.
Equity-Based Awards.
8.1 During 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. 2023 Omnibus Incentive Plan (as
it may be amended or amended and restated or modified from time to time) or
any successor plan (the "
Incentive Plan
"). Executive will be eligible for an annual Incentive Plan award opportunity
with a grant date target fair value of 150% of Base Salary. For 2024,
Executive's equity award will be 33% time-vesting in three annual installments
(except as otherwise provided in this Agreement or the Incentive Plan) and 67%
will be performance-vesting based on criteria applicable to Incentive Plan
participants generally as established by the Compensation Committee. For the
avoidance of doubt, the grant of any award under the Incentive Plan is
entirely within the discretion of the Board and the Compensation Committee,
and after 2024, any such award may consist of time-based and/or performance-base
d awards as determined by the Committee.
8.2 If the Executive's employment is terminated by the Employer without
Cause or due to Disability, by the Executive for Good Reason, or upon death
(each, a "
Qualifying
Termination
"), in each case, subject to Executive's continued compliance with any
restrictive covenants by which he may be bound and the release requirements
(described in Sections 8.3 and 8.4), any (i) outstanding unvested time-based
Incentive Plan awards, if any, shall fully vest and (ii) a prorated portion of
the outstanding unvested performance-based Incentive Plan awards, if any,
shall remain outstanding through the applicable performance period and shall
be eligible to vest in accordance with the applicable performance criteria,
with such proration based on a fraction, the numerator of which is the number
of days elapsed in the performance period through the date the employment is
terminated and the denominator of which is the number of days in the
performance period.
8.3 The Executive acknowledges and agrees that the benefits set forth in
this Section 8.2 constitute liquidated damages for termination of the
Employment Period and his Employment and that prior to receiving any such
benefits under this Section 8.2, and as a material condition thereof,
Executive shall sign, deliver and agree to be bound by a separation agreement
and general release of claims 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 (the "
Release
").
8.4 Notwithstanding anything herein to the contrary, if the Executive
should fail to execute such Release within 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
4
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this Section 8), neither the Company nor the Subsidiary shall have any
obligation with respect to the vesting and benefits contemplated under this
Section 8.
8.5 On termination by the Company for Cause all unvested Incentive Plan
awards, unexercised Incentive Plan awards, and all unsettled Incentive Plan
awards, as applicable, shall be cancelled and shall be immediately forfeited.
8.6 On termination by the Executive without Good Reason, all unvested
Incentive Plan awards shall be cancelled and shall be immediately forfeited.
8.7 Promptly following Executive's commencement of employment, Executive
will be granted stock options with a ten (10) year term under the Incentive
Plan to acquire 250,000 ordinary shares with a per share exercise price equal
to the fair market value of an ordinary share on the date of grant as
determined under the Incentive Plan
(the "Options"). The Options will vest as to 50,000 ordinary shares on each of
the first five anniversaries of the date of grant subject to Executive's
employment on the applicable vesting date. All unvested Options will
automatically terminate without consideration on termination of Executive's
employment upon death, due to Disability or by Executive without Good Reason.
All unvested Options shall become fully vested upon (i) a termination without
Cause or for Good Reason and (ii) a Change in Control (as defined in the
Incentive Plan) subject to Executive's employment at the time of the Change in
Control. All vested Options will remain outstanding for the balance of their
full term; provided, that all Options, whether or not vested, shall terminate
in the event the Executive's employment is terminated for Cause.
9.
Termination.
9.1 The Employment and the Employment Period may be terminated under the
following circumstances:
9.1.1
Death
. The Employment Period and the Employment hereunder shall terminate
automatically upon the Executive's death;
9.1.2
Disability
. 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.
9.1.3
Cause
. 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:
5
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(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 that 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;
(f) The failure, refusal or neglect by the Executive to perform, in any
material respect, 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; or
(g) The failure by Executive to maintain the right to live and work in the
Cayman Islands.
9.1.4 Serious 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.
6
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The Board or the Compensation Committee, in good faith, shall determine all
matters and questions relating to whether Cause exists.
9.2
Investigation
. The 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.
9.3
Good Reason
. The Executive may terminate the Employment and the Employment Period for
"Good Reason" within ninety (90) 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 effective 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.
9.4
Without 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.
9.5
Without 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.
9.6
Garden Leave and Termination
. Having provided a Notice of Termination in accordance with Section 9.5 above
the Employer may in its absolute discretion:
9.6.1 terminate the Employment immediately; provided that, in addition to
any other rights, compensation and/or benefits as may be due to Executive in
accordance with this Agreement and subject to the satisfaction of the
requirements set forth Section 10.2 and 10.3 hereof, (i) any pro-rata portion
of Executive's Base Salary that would have been earned through the date that
is ninety (90) days following the Notice of Termination shall be payable to
the Executive in accordance with 10.5.1(a) hereof and (ii) any pro-rata Bonus
that would have been earned under the terms of the STIP or any other
applicable cash compensation plan through the date that is ninety (90) days
following the Notice of Termination shall be payable to Executive in
accordance with Section 10.5.1(b) of hereof; or
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9.6.2 place the Executive on `garden leave' at any time for some or all of
the period of notice whereby he will not be required to attend for work at the
Employer's premises 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.
10.1 In 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.
10.2 The 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.
10.3 Notwithstanding 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);
10.4 Any 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.
10.5 If the Executive's employment is terminated by the Employer (whether
before or after a Change in Control) without Cause (other than due to
Disability) or by the Executive for Good Reason:
10.5.1 the Subsidiary shall pay or provide 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
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following such termination, but in no event later than 60 days following the
date of termination;
(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;
(c) reimbursement to Executive, pursuant to Section 5.5, for reasonable
expenses incurred by the Executive, but not paid prior to termination of
Employment, contingent upon the availability of appropriate evidence;
(d) 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 (Sections 10.5.1(a) through 10.5(d), collectively,
the "Accrued Obligations");
(e) 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 for any objectively determinable targets and
assuming all discretionary components have been achieved at target, 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 within 120 days following the year in which the date of termination
occurs, or if later, within 30 days following the date on which the Company
files its annual report on Form 10-K for such year; and
(f) up to an aggregate of $50,000 in reimbursement for relocation expenses
from the Cayman Islands to the United States, including relocation of
Executive's and his family's personal property.
10.5.2 Subject to Executive's not breaching this Agreement following
termination and 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 an amount equal to one (1) times
the sum of Executive's annual 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 (60
th
) day following the date of Executive's termination of employment and shall
include payments of any amounts that would otherwise be due prior thereto.
10.5.3 Any payment made pursuant to Section 10.5.2 above shall be reduced
by the amount of any statutory severance paid or payable to the Executive
pursuant to Section 10.5.2.
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10.6 If the Employment Period and Executive's Employment is terminated by
the Employer for Cause or by the Executive without Good Reason, the Subsidiary
shall pay the Executive, the Accrued Obligations.
10.7 In the event the Employment Period and Executive's Employment is
terminated by the Employer due to Disability pursuant to Section 9.1.2 hereof,
the Subsidiary shall pay the Executive, the Accrued Obligations and the
Pro-Rated Bonus.
10.8 If the Employment Period and Executive's Employment terminates due to
the Executive's death, the Subsidiary shall pay the Executive's beneficiary,
legal representatives or estate, as the case may be, the Accrued Obligations
and the Pro-Rated Bonus.
11.
Restrictive Covenants.
11.1 The 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.
11.2 "
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.
11.3 "
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:
11.3.1 trade secrets, drawings, inventions, methodologies, mask works,
ideas, processes, formulas, source and object codes, data, programs, software
source documents, works of authorship, know-how, improvements, discoveries,
developments, designs and techniques, and all other work product of any member
of the Group, whether or not patentable or registrable under trademark,
copyright, patent or similar laws in any jurisdiction;
11.3.2 information regarding plans for research, development, new service
offerings and/or products, marketing, advertising and selling, distribution,
business plans, business forecasts, budgets and unpublished financial
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statements, licenses, prices and costs, suppliers, customers or distribution
arrangements;
11.3.3 any information regarding the skills and compensation of employees,
suppliers, agents, and/or independent contractors of any member of the Group;
11.3.4 concepts and ideas relating to the development and distribution of
content in any medium or to the current, future and proposed products or
services of any member of the Group;
11.3.5 information about any member of the Group's investment program,
trading methodology, or portfolio holdings; or
11.3.6 any other information, data or the like that is labeled confidential
or orally disclosed to the Executive on terms of confidentiality.
11.4 The 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:
11.4.1 as may have been necessarily disclosed by the Executive in the good
faith performance of his duties hereunder;
11.4.2 with the express written consent of a duly authorized officer of the
Employer (other than the Executive);
11.4.3 to 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
11.4.4 where required to be disclosed by law and, in such event, the
Executive shall cooperate with the Employer in attempting to keep such
information confidential.
11.5 Upon 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.
11.6 In 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 twelve (12) 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
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consultation, in each case, to any Competitive Business without the express
written consent of the Board.
11.7 In 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 eighteen (18) 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
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.
11.8 In 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 eighteen (18) 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 twelve (12) 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).
12.
Intellectual Property
.
12.1 The Parties agree that any work of authorship, invention, design,
discovery, development, technique, improvement, source code, hardware, device,
data, apparatus, practice, process, method or other work product whatever
(whether patentable or subject to copyright, or not, and hereinafter
collectively called "
discovery
") related to the business of 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 Employment Period,
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.
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12.2 More 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
include 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.
12.3 The 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.
12.4 To 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.
12.5 Upon 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
.
13.1 The 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
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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
.
14.1 If 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).
14.2 The 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.
14.3 If, 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.
15.1 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 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.
15.2 If 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.
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16.
Indemnification.
16.1 The 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.
17.1 The 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. Executive acknowledges and agrees that Executive is subject
to the terms and conditions of the Greenlight Capital Re., Ltd. Clawback
Policy, as amended from time to time, and is a Covered Employee within the
meaning of such policy.
18.
Miscellaneous.
18.1
Successors
: 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.
18.2
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 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.
18.3
Governing Law
. This Agreement shall be governed by and construed in accordance with the
laws of the Cayman Islands.
18.4
Amendment
. 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.
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18.5
Survival
. 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.
18.6
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.
18.7
Entire 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.
18.8
Section Headings
. The section headings in this Agreement are for convenience of reference only
and shall not affect its interpretation.
18.9
Representation
. 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 in this Section 18.9, the Employer shall have the right to terminate the
Executive's employment for Cause.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date first above written.
GREENLIGHT CAPITAL RE, LTD.
By: /s/ Victoria Guest
Name: Victoria Guest
Title: Director
By: /s/ Ursuline Foley
Name: Ursuline Foley
Title: Director
GREENLIGHT REINSURANCE, LTD.
By: /s/ Victoria Guest
Name: Victoria Guest
Title: Director
By: /s/ Ursuline Foley
Name: Ursuline Foley
Title: Director
/s/ Greg Richardson
GREG RICHARDSON
EXECUTION COPY
DATED: November 3, 2023
DEED OF SETTLEMENT AND RELEASE
Simon Burton,
GREENLIGHT REINSURANCE, LTD.,
AND
GREENLIGHT CAPITAL RE, LTD.
DEED OF SETTLEMENT AND RELEASE
This Deed of Settlement and Release is made the 3rd of November 2023
BETWEEN:
(1) SIMON BURTON of Grand Cayman (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 Executive Officer (the "Employment")
pursuant to an Amended and Restated Employment Agreement, effective as of
January 1, 2022, (the "Employment Contract");
(B) The Parties have agreed to terminate the Employment by mutual consent
effective December 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;
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EXECUTION COPY
(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 Employment 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, Irish, United Kingdom or other law, whether under any
statute, regulation,
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EXECUTION COPY
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"), the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock
Incentive Plan, as may be amended from time to time (the "LTIP"), and the
Greenlight Capital Re, Ltd. 2023 Omnibus Incentive Plan (as it may be amended
or amended and restated from time to time) (the "Incentive Plan")), 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 11
(Restrictive Covenants), 12 (Intellectual Property), 13 (Non-Disparagement),
14 (Enforcement) and 15 (Dispute Resolution) of the Employment 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) full time participation in, and oversight of, the Companies' underwriting
process through the end of calendar year 2023, (ii) the smooth transition of
the Employee's role and responsibilities, as reasonably directed by the
Employers, including by promptly responding to requests for information, (iii)
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 (iv) any
other internal or external review of the Companies, including by any regulator
or agency, or any actual or threatened arbitration; provided, that, for the
period commencing on January 1, 2024, and ending on April 30, 2024, the
Employee's assistance to the Companies involving Employee's oral communications
with the Companies will be limited to 1 hour per week, in the aggregate, of
telephone or video conferences with the Employers' Chief Executive Officer,
Chief Financial Officer and/or General Counsel, without any additional
compensation. 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;
(e) Agrees and confirms that, except as set forth in Section 3 below, none
of the Releasees owes the Employee any wages, bonuses, pro-rated bonuses,
equity compensation, stock options, restricted shares, sick pay, vacation or
holiday pay, severance pay, relocation or moving costs, notice pay, pension
contribution, equity awards (including, but not limited to, any equity awards
under the LTIP or otherwise), or any other compensation, payment, amount,
benefit, or interest whatsoever; 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
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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 the following payments subject to
Employee's compliance with Section 10.2 hereof: (i) continued payment of
Employee's base salary through April 30, 2024 (subject to Employee's rendering
satisfactory assistance in compliance with the Surviving Provisions and
Section 2.3(d)), and (ii) $2,400,000 (US), less (i) applicable taxes and
deductions and (ii) the amount of any statutory severance payable to Executive
under Cayman law (the "Cayman Severance"), payable over eighteen (18) months
in substantially equal monthly installments commencing on the sixtieth (60
th
) day after the Termination Date;
(b) the Employers shall pay the Employee a payment equivalent to the
Cayman Severance, less applicable taxes and deductions, payable within two and
one half months following the Termination Date.
(c) the following provisions shall apply to the Employee's outstanding
equity awards under the LTIP:
(i) 89,945 restricted ordinary shares of the Company (the "Shares") subject to
performance and time vesting conditions ("Performance-Based Restricted
Shares") granted under the LTIP, pursuant to a Restricted Stock Award
Agreement, effective as of March 15, 2019
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("2019 Award"), shall remain outstanding and eligible to vest in accordance
with the 2019 Award and LTIP;
(ii) 72,544 Performance-Based Restricted Shares granted under the LTIP,
pursuant to a Restricted Stock Award Agreement, effective as of March 15,
2020, as amended ("
2020 Award
"), shall remain outstanding and eligible to vest in accordance with the 2020
Award and LTIP;
(iii) 130,719 restricted time vesting ordinary shares ("Service-Based
Restricted Shares") granted under the LTIP, pursuant to a Restricted Stock
Award Agreement, effective, as of March 15, 2021 ("2021 Award"), shall vest
and all restrictions shall lapse as of the Termination Date;
(iv) (A) 51,612 Service-Based Restricted Shares granted under the LTIP,
pursuant to a Restricted Stock Award Agreement, effective as of March 15, 2022
("2022 Award"), shall vest and all restrictions shall lapse as of the
Termination Date, and (B) 314,370 Performance-Based Restricted Shares granted
under the 2022 Award shall remain outstanding and eligible to vest in
accordance with the 2022 Award and LTIP, in each case without regard to the
"Continuous Service" requirement under Section 4 of the 2022 Award;
(v) 53,604 Service-Based Restricted Shares granted under the LTIP, pursuant to
a Restricted Stock Award Agreement, effective as of March 15, 2023 ("2023
Award"), shall vest and all restrictions shall lapse as of the Termination
Date, and (B) 217,665 Performance-Based Restricted Shares granted under the
2023 Award shall remain outstanding and eligible to vest in accordance with
the 2023 Award and LTIP, in each case without regard to the "Continuous
Service" requirement under Section 4 of the 2023 Award; and
(vi) 480,000 fully vested stock options granted under the LTIP, pursuant to a
stock option agreement, effective as of July 6, 2017, shall remain outstanding
until the earlier of (i) the exercise thereof or (ii) July 6, 2027, which is
the expiry date thereof.
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.
3.4 The Employee shall remain eligible under the STIP for a bonus for the
2023 Plan Year (as defined in the STIP), in accordance with the terms and
conditions of the STIP, based on actual performance for any objectively
determinable targets and assuming all discretionary components have been
achieved at target
.
With respect to the STIP for a bonus for the 2023 Plan Year and any 2023
annual bonuses, Employee will be treated in substantially the same manner as
the other senior executives with respect to any company performance targets
and adjustments thereto.
3.5 The Employers shall continue to provide existing health coverage for
Employee and his spouse under the current health plan in which they are
participating, or if such participation is not available, shall pay the
reasonable cost of substantially similar coverage through June 30, 2024.
3.6 The Employers irrevocably and unconditionally release and discharge the
Employee with respect to any and all Claims they otherwise could assert
against the Employee in connection with the Employee's employment or the
termination thereof; provided that, for avoidance of doubt, nothing herein
releases or discharges any claims (i) based on the Employee's wilful
misconduct or gross negligence in the performance of the Employee's duties for
the Companies,
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(ii) that arise after the Termination Date, or (iii) that arise under this
Deed or under any of the Surviving Provisions, including but not limited to
any claims for misuse of the Companies' confidential information or the breach
of Sections 2, 3, 9, 10, or 11 hereof.
3.7 The Employers will grant Employee an award of restricted performance
vesting ordinary shares under the Incentive Plan with a grant date target
value of $1.6 million and a grant date maximum value consistent with that of
other senior executives relative to target value, which is currently
anticipated to be two times target value , based on the same performance
criteria as applicable to senior executives generally at such time as awards
thereunder are generally granted to employees in 2024, subject to Employee's
rendering satisfactory assistance in compliance with the Surviving Provisions
and Section 2.3(d).
3.8 Nothing in this Deed shall be construed to waive or release any right
to indemnification that 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. Employee acknowledges and
agrees that Employee is subject to the terms and conditions of the Greenlight
Capital Re., Ltd. Clawback Policy, as in effect from time to time, and is a
Covered Employee within the meaning of such policy.
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.
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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 and other required securities filings.
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 or criticize 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 14 (Enforcement) of the Employment 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 following the Termination Date, 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 following the Termination Date 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
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12.1 This Deed, the Post-Employment Release, which is incorporated into
this Deed by reference, and the Surviving Provisions of the Employment
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; provided, however, if Employee commits an act or acts or
an omission constituting Cause within the meaning of the Employment Contract,
this agreement will be deemed void
ab initio
and the Employment Contract shall then be effective and in force.
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 14 (Enforcement) and 15 (Dispute Resolution) of the
Employment 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]
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IN WITNESS WHEREOF the Parties hereto have executed this Deed on the date and
year first above written.
SIGNED AS A DEED by ) /s/ Simon Burton
SIMON BURTON )
) Signature
)
in the presence of:
/s/ Arceli Espinosa
Signature of Witness
Name: Arceli Espinosa
Address:
Occupation: Domestic Helper
/s/ Martha Catalina Castano Garcia
Signature of Witness
Name: Martha Catalina Castano Garcia
Address:
Occupation: Retired
Deed of Settlement and Release (S. Burton) - Signature Pages
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EXECUTED AS A DEED by ) /s/ Ursuline Foley
GREENLIGHT REINSURANCE, LTD )
) Duly Authorized Signatory
) Name: Ursuline Foley
Title: Director
)
) /s/ Victoria Guest
)
) Duly Authorized Signatory
Name: Victoria Guest
Title: Director
in the presence of:
/s/ Faramarz Romer
Signature of Witness
Name: Faramarz Romer
Address: 65 Market Street, Suite 1207, Grand Cayman, Cayman Islands
Occupation: Chief Financial Officer
/s/ David Sigmon
Signature of Witness
Name: David Sigmon
Address: 65 Market Street, Suite 1207, Grand Cayman, Cayman Islands
Occupation: General Counsel
Deed of Settlement and Release (S. Burton) - Signature Pages
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EXECUTED AS A DEED by ) /s/ Ursuline Foley
GREENLIGHT CAPITAL RE, LTD )
) Duly Authorized Signatory
) Name: Ursuline Foley
Title: Director
)
) /s/ Victoria Guest
)
) Duly Authorized Signatory
Name: Victoria Guest
Title: Director
in the presence of:
/s/ Faramarz Romer
Signature of Witness
Name: Faramarz Romer
Address: 65 Market Street, Suite 1207, Grand Cayman, Cayman Islands
Occupation: Chief Financial Officer
/s/ David Sigmon
Signature of Witness
Name: David Sigmon
Address: 65 Market Street, Suite 1207, Grand Cayman, Cayman Islands
Occupation: General Counsel
Deed of Settlement and Release (S. Burton) - Signature Pages
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Annex A
POST-EMPLOYMENT RELEASE
DATED: [], 2024
POST-EMPLOYMENT RELEASE
SIMON BURTON,
GREENLIGHT REINSURANCE, LTD.,
AND
GREENLIGHT CAPITAL RE, LTD.
POST-EMPLOYMENT RELEASE
This Post-Employment Release is made the [] of [] 2024.
BETWEEN:
(1) SIMON BURTON of Grand Cayman (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 Executive Officer (the "Employment")
pursuant to an Amended and Restated Employment Agreement, effective as of
January 1, 2022, (the "Employment Contract"); and
(B) The Parties agreed to terminate the Employment by mutual consent
effective [December 31, 2023] (the "Termination Date") and have entered into a
Deed of Settlement and Release dated [November 6], 2024 (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.
Annex A - Post-Employment Release (S. Burton)
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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 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, other benefits, or otherwise arising
out of or in connection with the Employment Contract (as amended) or
Employment, including for the avoidance of doubt any discretionary bonus; and
(vi) Discrimination howsoever arising or of any nature.
1.3 References to recitals and clauses are references to the recitals to
and clauses of the Deed of Settlement.
1.4 Headings to clauses and the use of bold type are for convenience only
and shall not affect the interpretation or construction of the Deed of
Settlement.
1.5 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, Irish, United Kingdom 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), 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,
Annex A - Post-Employment Release (S. Burton)
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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, 3.4, 3.5 and 3.7 of the Deed of Settlement, none of the Releasees
owes the Employee any wages, bonuses (including, but not limited to, any
pro-rated bonuses, quantitative bonuses or other such bonuses or compensation
or benefits under the Greenlight Capital Re, Ltd.'s Compensation Plan), 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; 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 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 them 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
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.
Annex A - Post-Employment Release (S. Burton)
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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]
SIGNED AS A DEED by ) ______________________________
SIMON BURTON ) Signature
)
in the presence of: )
_____________________________________
Signature of Witness
Name:
Address:
Occupation:
______________________________________
Signature of Witness
Name:
Address:
Occupation:
Annex A - Post-Employment Release (S. Burton)
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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 (S. Burton)
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EXECUTION COPY
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:
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Signature of Witness
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Annex A - Post-Employment Release (S. Burton)
GREENLIGHT RE ANNOUNCES
THIRD QUARTER 2023 FINANCIAL RESULTS
Gross premiums written increased
18.0%
Net income of $13.5 million ($0.39 per diluted ordinary share
)
Fully diluted book value per share increased 2.3% to $16.58
GRAND CAYMAN, Cayman Islands
-
November 8, 2023
- Greenlight Capital Re, Ltd. (NASDAQ: GLRE) ("Greenlight Re" or the
"Company") today reported its financial results for the third
quarter ended September 30, 2023.
Third Quarter 2023 Highlights
(all comparisons are to third quarter 2022 unless noted otherwise)
:
.
Gross premiums written increased 18.0% to $183.1 million;
.
Net premiums earned increased 33.8% to $163.1 million;
.
Underwriting income of $14.4 million compared to an underwriting loss of $18.9
million;
.
Net income of $13.5 million, or $0.39 per diluted ordinary share, compared to
a net loss of $18.5 million, or $(0.56) per diluted ordinary share;
.
Combined ratio of 91.2%, compared to a combined ratio of 115.4%;
.
Total investment income of $5.1 million, compared to total investment income
of $11.6 million; and
.
Fully diluted book value per share increased $0.37, or 2.3%, to $16.58, from
$16.21 at June 30, 2023.
Simon Burton, Chief Executive Officer of Greenlight Re, stated, "The
underwriting result of 91.2% combined ratio led our performance in the third
quarter as we grew book value by 2.3%. This result was impacted by
approximately 4 combined ratio points of legacy reserve development, as
inflationary pressure has persisted in discontinued areas of our business."
David Einhorn, Chairman of the Board of Directors, said, "The third quarter
was challenging period in the equity markets. A partial reversal of our gains
in Green Brick Partners slightly more than offset good performance throughout
the balance of the portfolio. Year-to-date through September 30, the Solasglas
fund was up 9.1%."
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Third Quarter 2023 Results
Gross premiums written in the third quarter of 2023 were $183.1 million,
compared to $155.1 million in the third quarter of 2022. The $27.9 million
increase, or 18.0%, relates primarily to new contracts bounds during 2023
related to property, general liability, and specialty business.
The Company recognized net underwriting income of $14.4 million in the third
quarter of 2023. By comparison, the equivalent period in 2022 incurred a net
underwriting loss of $18.9 million. The combined ratio for the third quarter
of 2023 was 91.2%, compared to 115.4% for the equivalent period in 2022.
The following table summarizes the components of our combined ratio.
Underwriting ratios Third Quarter Third Quarter
2023 2022
Loss ratio - current year 61.4 % 75.8 %
Loss ratio - prior year (2.0) % 1.7 %
Loss ratio 59.4 % 77.5 %
Acquisition cost ratio 28.8 % 30.2 %
Composite ratio 88.2 % 107.7 %
Underwriting expense ratio 3.0 % 7.7 %
Combined ratio 91.2 % 115.4 %
The Company's total investment income during the third quarter of 2023 was
$5.1 million. The Company's investment in the Solasglas fund, managed by DME
Advisors, returned (0.6)%, representing a net loss of $1.9 million. The
Company reported $7.0 million of other investment income, primarily from
interest earned on its restricted cash and cash equivalents.
The Company reported other non-underwriting loss of $1.3 million during the
third quarter of 2023, due primarily to foreign exchange losses driven by the
weakening of the pound sterling, partially offset by investment income on the
funds withheld by the Lloyd's syndicates.
The net income of $13.5 million contributed to the 2.3% increase in fully
diluted book value per share for the quarter, which increased to $16.58 per
share at September 30, 2023.
Greenlight Capital Re, Ltd. Third Quarter 2023 Earnings Call
Greenlight Re will host a live conference call to discuss its financial
results on Thursday, November 9, 2023, at 9:00 a.m. Eastern Time. Dial-in
details:
U.S. toll free 1-877-407-9753
International 1-201-493-6739
The conference call can also be accessed via webcast at:
https://event.webcasts.com/starthere.jsp?ei=1635367&tp_key=4b61cd0dfe
A telephone replay will be available following the call through November 14,
2023. The replay of the call may be accessed by dialing 1-877-660-6853 (U.S.
toll free) or 1-201-612-7415 (international), access code
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13741362. An audio file of the call will also be available on the Company's
website,
www.greenlightre.com
.
###
Non-GAAP Financial Measures
In presenting the Company's results, management has included financial
measures that are not calculated under standards or rules that comprise
accounting principles generally accepted in the United States (GAAP). Such
measures, including basic book value per share, fully diluted book value per
share, and net underwriting income (loss), are referred to as non-GAAP
measures. These non-GAAP measures may be defined or calculated differently by
other companies. Management believes these measures allow for a more thorough
understanding of the underlying business. These measures are used to monitor
our results and should not be viewed as a substitute for those determined in
accordance with GAAP. Reconciliations of such measures to the most comparable
GAAP figures are included in the attached financial information in accordance
with Regulation G.
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 fluctuation of our results of operations
from period to period; the impact of general economic, capital and credit
market conditions, including banking sector instability, financial market
illiquidity and fluctuations in interest rates, equity securities' prices
and/or foreign currency exchange rates; a downgrade or withdrawal of our A.M.
Best ratings; any suspension or revocation of any of our licenses; the
performance of Solasglas Investments, LP; the carry values of our investments
made under our Greenlight Re Innovations pillar may differ significantly from
those that would be used if we carried these investments at fair value; our
level of debt and its adverse impact on our liquidity; impact of United States
federal income taxes and legal uncertainties and other factors described in
our most recent Form 10-K filed with the Securities and Exchange Commission
("SEC"), as those factors may be updated from time to time in our periodic and
other filings with the SEC, which are accessible on the SEC's website at
www.sec.gov. The Company undertakes no obligation to publicly update or revise
any forward-looking statements, which speak only as to the date of this
release, whether as a result of new information, future events, or otherwise,
except as provided by law.
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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.
Investor Relations Contact
Karin Daly
Vice President, The Equity Group Inc.
(212) 836-9623
IR@greenlightre.ky
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GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
(expressed in thousands of U.S. dollars, except per share and share amounts)
September 30, 2023 December 31, 2022
Assets
Investments
Investment $ 228,991 $ 178,197
in related
party
investment fund
Other investments 67,648 70,279
Total investments 296,639 248,476
Cash and cash 41,302 38,238
equivalents
Restricted cash and 622,624 668,310
cash equivalents
Reinsurance balances 640,391 505,555
receivable (net of
allowance for expected
credit losses)
Loss and loss adjustment 28,191 13,239
expenses recoverable
(net of allowance for
expected credit losses)
Deferred 85,102 82,391
acquisition costs
Unearned 18,700 18,153
premiums ceded
Other assets 6,680 6,019
Total assets $ 1,739,629 $ 1,580,381
Liabilities and equity
Liabilities
Loss and loss $ 658,234 $ 555,468
adjustment
expense reserves
Unearned premium 340,582 307,820
reserves
Reinsurance 69,882 105,135
balances payable
Funds withheld 13,406 21,907
Other liabilities 6,781 6,397
Debt 74,879 80,534
Total liabilities 1,163,764 1,077,261
Shareholders' equity
Ordinary share capital (par value $0.10; authorized, 125,000,000; issued $ 3,534 $ 3,482
and outstanding, 35,337,407 (2022: Class A: par value $0.10; authorized,
100,000,000; issued and outstanding, 28,569,346: Class B: 2022: par
value $0.10; authorized, 25,000,000; issued and outstanding, 6,254,715)
Additional 481,908 478,439
paid-in capital
Retained earnings 90,423 21,199
Total shareholders' 575,865 503,120
equity
Total $ 1,739,629 $ 1,580,381
liabilities
and equity
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GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
(UNAUDITED)
(expressed in thousands of U.S. dollars, except percentages and per share
amounts)
Three months ended September 30 Nine months ended September 30
2023 2022 2023 2022
Underwriting
revenue
Gross premiums $ 183,074 $ 155,146 $ 524,472 $ 435,812
written
Gross premiums (14,789) (8,801) (35,740) (21,973)
ceded
Net premiums 168,285 146,345 488,732 413,839
written
Change in net unearned (5,175) (24,397) (43,030) (55,747)
premium reserves
Net premiums $ 163,110 $ 121,948 $ 445,702 $ 358,092
earned
Underwriting
related expenses
Net loss and loss adjustment
expenses incurred
Current $ 100,143 $ 92,444 $ 273,570 $ 251,231
year
Prior year (3,300) 2,116 10,502 1,558
Net loss and loss adjustment 96,843 94,559 284,072 252,789
expenses incurred
Acquisition 46,933 36,821 126,702 106,101
costs
Underwriting 4,639 3,285 14,046 10,034
expenses
Deposit interest 278 6,148 645 6,373
expense
Net underwriting $ 14,417 $ (18,865) $ 20,237 $ (17,205)
income (loss)
Income (loss) from investment in $ (1,853) $ 8,521 $ 27,791 $ 24,474
related party investment fund
Net investment 6,958 3,038 24,705 11,978
income (loss)
Total investment $ 5,105 $ 11,559 $ 52,496 $ 36,452
income (loss)
Net underwriting and $ 19,522 $ (7,306) $ 72,733 $ 19,247
investment income (loss)
Corporate $ 3,266 $ 4,104 $ 13,820 $ 12,693
expenses
Other (income) 1,293 6,784 (13,399) 13,374
expense, net
Interest 1,457 1,091 2,977 3,411
expense
Income tax expense 29 (816) 111 (823)
(benefit)
Net income $ 13,477 $ (18,469) $ 69,224 $ (9,408)
(loss)
Earnings (loss)
per share
Basic $ 0.40 $ (0.56) $ 2.03 $ (0.28)
Diluted $ 0.39 $ (0.56) $ 1.99 $ (0.28)
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The following tables present the Company's net premiums earned and
underwriting ratios by line of business:
Three months ended September 30 Three months ended September 30
2023 2022
Property Casualty Other Total Property Casualty Other Total
($ in thousands except percentage)
Net premiums $ 24,362 $ 93,514 $ 45,234 $ 163,110 $ 10,951 $ 76,511 $ 34,486 $ 121,948
earned
Underwriting
ratios
Loss 54.1 % 67.4 % 45.6 % 59.4 % 120.1 % 79.6 % 59.4 % 77.5 %
ratio
Acquisition 17.7 31.9 28.2 28.8 19.0 31.6 30.6 30.2
cost ratio
Composite 71.8 % 99.3 % 73.8 % 88.2 % 139.1 % 111.2 % 90.0 % 107.7 %
ratio
Underwriting 3.0 7.7
expense ratio
Combined 91.2 % 115.4 %
ratio
Nine months ended September 30 Nine months ended September 30
2023 2022
Property Casualty Other Total Property Casualty Other Total
($ in thousands except percentage)
Net premiums $ 63,854 $ 259,075 $ 122,773 $ 445,702 $ 37,577 $ 225,322 $ 95,193 $ 358,092
earned
Underwriting
ratios
Loss 81.6 % 67.0 % 47.5 % 63.8 % 76.2 % 71.0 % 67.5 % 70.6 %
ratio
Acquisition 18.5 31.0 28.2 28.4 22.6 28.6 34.8 29.6
cost ratio
Composite 100.1 % 98.0 % 75.7 % 92.2 % 98.8 % 99.6 % 102.3 % 100.2 %
ratio
Underwriting 3.3 4.6
expense ratio
Combined 95.5 % 104.8 %
ratio
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GREENLIGHT CAPITAL RE, LTD.
KEY FINANCIAL MEASURES AND NON-GAAP MEASURES
Management uses certain key financial measures, some of which are not
prescribed under U.S. GAAP rules and standards ("non-GAAP financial
measures"), to evaluate our financial performance, financial position, and the
change in shareholder value. Generally, a non-GAAP financial measure, as
defined in SEC Regulation G, is a numerical measure of a company's historical
or future financial performance, financial position, or cash flows that either
excludes or includes amounts that are not normally excluded or included in the
most directly comparable measure calculated and presented under U.S. GAAP. We
believe that these measures, which may be calculated or defined differently by
other companies, provide consistent and comparable metrics of our business
performance to help shareholders understand performance trends and facilitate
a more thorough understanding of the Company's business. Non-GAAP financial
measures should not be viewed as substitutes for those determined under U.S.
GAAP.
The non-GAAP financial measures used in this report are:
.
Basic book value per share and fully diluted book value per share; and
.
Net underwriting income (loss)
These non-GAAP financial measures are described below.
Basic Book Value Per Share and Fully Diluted Book Value Per Share
We believe that long-term growth in fully diluted book value per share is the
most relevant measure of our financial performance because it provides
management and investors a yardstick to monitor the shareholder value
generated. Fully diluted book value per share may also help our investors,
shareholders, and other interested parties form a basis of comparison with
other companies within the property and casualty reinsurance industry. Basic
book value per share and fully diluted book value per share should not be
viewed as substitutes for the comparable U.S. GAAP measures.
We calculate basic book value per share as (a) ending shareholders' equity,
divided by (b) aggregate of ordinary shares issued and outstanding, including
all unvested service-based restricted shares, and the earned portion of
performance-based restricted shares granted after December 31, 2021. We
exclude shares potentially issuable in connection with convertible notes if
the conversion price exceeds the share price. We repaid all outstanding
convertible notes on August 1, 2023 without issuing any shares.
Fully diluted book value per share represents basic book value per share
combined with any dilutive impact of in-the-money stock options, unvested
service-based RSUs, and the earned portion of unvested performance-based RSUs
granted. Fully diluted book value per share also includes the dilutive effect,
if any, of ordinary shares expected to be issued upon settlement of the
convertible notes.
Our primary financial goal is to increase fully diluted book value per share
over the long term. We use fully diluted book value per share as a financial
measure in our annual incentive compensation.
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The following table presents a reconciliation of the non-GAAP financial
measures basic and fully diluted book value per share to the most comparable
U.S. GAAP measure:
September June 30, March 31, December September
30, 2023 2023 2023 31, 2022 30, 2022
($ in thousands, except per share and share amounts)
Numerator for
basic and fully
diluted book
value per share:
Total equity (U.S. GAAP) $ 575,865 $ 561,121 $ 510,041 $ 503,120 $ 466,952
(numerator for basic
and fully diluted
book value per share)
Denominator for
basic and fully
diluted book
value per share:
(1)
Ordinary shares issued and 35,337,407 35,272,013 35,262,678 34,824,061 34,824,061
outstanding as presented
in the Company's
consolidated balance sheets
Less: Unearned (785,003) (820,156) (851,828) (516,489) (539,161)
performance-based restricted
shares granted after
December 31, 2021
Denominator 34,552,404 34,451,857 34,410,850 34,307,572 34,284,900
for basic
book value
per share
Add: In-the-money stock 171,150 164,116 157,431 187,750 183,790
options, service-based RSUs
granted, and earned
performance-based RSUs granted
Denominator for 34,723,554 34,615,973 34,568,281 34,495,322 34,468,690
fully diluted
book value
per share
Basic book $ 16.67 $ 16.29 $ 14.82 $ 14.66 $ 13.62
value
per
share
Increase (decrease) $ 0.38 $ 1.47 $ 0.16 $ 1.04 $ (0.56)
in basic
book value per
share ($)
Increase (decrease) 2.3 % 9.9 % 1.1 % 7.6 % (3.9) %
in basic
book value per
share (%)
Fully diluted $ 16.58 $ 16.21 $ 14.75 $ 14.59 $ 13.55
book
value per
share
Increase (decrease) $ 0.37 $ 1.46 $ 0.16 $ 1.04 $ (0.55)
in fully
diluted book value
per share ($)
Increase (decrease) 2.3 % 9.9 % 1.1 % 7.7 % (3.9) %
in fully
diluted book value
per share (%)
(1)
For periods prior to January 1, 2022, all unvested restricted shares are
included in the "basic" and "fully diluted" denominators. Restricted shares
with performance-based vesting conditions granted after December 31, 2021, are
included in the "basic" and "fully diluted" denominators to the extent that
the Company has recognized the corresponding share-based compensation expense.
At September 30, 2023, the aggregate number of unearned restricted shares with
performance conditions not included in the "basic" and "fully diluted"
denominators was 947,492 (June 30, 2023: 982,645, March 31, 2023: 1,014,317,
December 31, 2022: 709,638, September 30, 2022: 732,310).
Net Underwriting Income (Loss)
One way that we evaluate the Company's underwriting performance is by
measuring net underwriting income (loss). We do not use premiums written as a
measure of performance. Net underwriting income (loss) is a performance
measure used by management to evaluate the fundamentals underlying the
Company's underwriting operations. We believe that the use of net underwriting
income (loss) enables investors and other users of the Company's financial
information to analyze our performance in a manner similar to how management
analyzes performance. Management also believes this measure follows industry
practice and allows the users of financial information to compare the
Company's performance with that of our industry peer group.
Net underwriting income (loss) is considered a non-GAAP financial measure
because it excludes items used to calculate net income before taxes under U.S.
GAAP. We calculate net underwriting income (loss) as net premiums earned less
net loss
-------------------------------------------------------------------------------
and loss adjustment expenses, acquisition costs, underwriting expenses, and
deposit interest expense. The measure excludes, on a recurring basis: (1)
investment income (loss); (2) other income (expense) not related to
underwriting, including foreign exchange gains or losses, and Lloyd's interest
income and expense; (3) corporate general and administrative expenses; and (4)
interest expense. We exclude total investment income or loss, foreign exchange
gains or losses, and Lloyd's interest income or expense as we believe these
items are influenced by market conditions and other factors unrelated to
underwriting decisions. Additionally, we exclude corporate and interest
expenses because these costs are generally fixed and not incremental to or
directly related to our underwriting operations. We believe all of these
amounts are largely independent of our underwriting process, and including
them could hinder the analysis of trends in our underwriting operations. Net
underwriting income (loss) should not be viewed as a substitute for U.S. GAAP
net income before income taxes.
The reconciliations of net underwriting income (loss) to income (loss) before
income taxes (the most directly comparable U.S. GAAP financial measure) on a
consolidated basis are shown below:
Three months ended September 30 Nine months ended September 30
2023 2022 2023 2022
($ in thousands)
Income (loss) before income tax $ 13,506 $ (19,285) $ 69,335 $ (10,231)
Add (subtract):
Total investment (income) loss (5,105) (11,559) (52,496) (36,452)
Other non-underwriting (income) expense 1,293 6,784 (13,399) 13,374
Corporate expenses 3,266 4,104 13,820 12,693
Interest expense 1,457 1,091 2,977 3,411
Net underwriting income (loss) $ 14,417 $ (18,865) $ 20,237 $ (17,205)
GREENLIGHT CAPITAL RE, LTD.
ANNOUNCES NEW CHIEF EXECUTIVE OFFICER
Simon Burton to Depart; Greg Richardson to be Appointed Chief Executive
Officer, Effective January 1, 2024
GRAND CAYMAN, Cayman Islands - November 7, 2023
- Greenlight Capital Re, Ltd. (Nasdaq: GLRE) (the "Company" or "Greenlight
Re"), a multiline property and casualty insurer and reinsurer, today announced
that Simon Burton, the Company's Chief Executive Officer, has informed the
Board of Directors of his intention to depart from the Company and step down
as a director, effective as of December 31, 2023. In connection with Mr.
Burton's impending departure, Greenlight Re announced that Greg Richardson
will be appointed as the Company's new Chief Executive Officer and a member of
the Board of Directors, effective as of January 1, 2024. Mr. Burton will serve
as an advisor and provide transitional services through April 2024.
Mr. Richardson previously served as Chief Risk and Strategy Officer at TransRe
from 2014 to 2023. Prior to that, he held strategic planning and underwriting
roles and served as Chief Underwriting Officer at Harbor Point Re (which
merged with Max Re Capital to form Alterra Re) from 2006 to 2013. Mr.
Richardson graduated with a Bachelor of Science Honors degree in Mathematics
from Purdue University, was a Marshall Scholar at Oxford University, and
obtained his Master of Business Administration degree in Finance from the
University of Chicago.
"Greg's deep expertise in the industry and experience in a number of
underwriting and strategic positions, makes him uniquely suited for the Chief
Executive Officer role at Greenlight Re. I am confident the team will
capitalize on our significant growth opportunities with Greg at the helm,"
said David Einhorn, Chairman of the Board of Directors at Greenlight Re. "Greg
is an exceptional leader, and the Board and I believe he is the right person
to guide Greenlight Re through our next chapter."
"On behalf of the Board, I want to thank Simon for his leadership and
dedication throughout his tenure at the Company. We are grateful for all he
has done for Greenlight Re and wish him well in all of his future endeavors,"
Mr. Einhorn further stated. "We look forward to building on everything we have
accomplished during Simon's tenure as the opportunities that lie ahead appear
more promising than ever given the favorable reinsurance environment."
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.
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Forward Looking Statements
This news release contains forward-looking statements concerning Greenlight
Capital Re, Ltd. and/or its subsidiaries (the "Company") 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 fluctuation of our results of operations
from period to period; the impact of general economic, capital and credit
market conditions, including banking sector instability, financial market
illiquidity and fluctuations in interest rates, equity securities' prices
and/or foreign currency exchange rates; a downgrade or withdrawal of our A.M.
Best ratings; any suspension or revocation of any of our licenses; the
performance of Solasglas Investments, LP; the carry values of our investments
made under our Greenlight Re Innovations pillar; our level of debt and its
adverse impact on our liquidity; impact of United States federal income taxes
and legal uncertainties and other factors described in our Forms 10-K and 10-Q
filed with the Securities Exchange Commission on March 8, 2023, and August 2,
2023, 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.
For further information contact:
Investor Relations:
Karin Daly
Vice President, The Equity Group Inc.
(212) 836-9623
IR@greenlightre.ky
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