form8k.htm
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
December 30,
2008
Date of report (Date of earliest event
reported)
GREENLIGHT
CAPITAL RE, LTD.
(Exact
name of registrant as specified in charter)
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Cayman
Islands
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001-33493
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N/A
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(State
or other jurisdiction
of
incorporation)
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(Commission file
number)
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(IRS
employer
identification
no.)
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802
West Bay Road
The
Grand Pavilion
P.O.
Box 31110
Grand
Cayman
Cayman
Islands
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KY1-1205
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(Address
of principal executive offices)
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(Zip
code)
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(345)
943-4573
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if
changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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(e) Amendments to Compensatory
Arrangements. Certain compensation arrangements with our employees
are potentially subject to Section 457A of the Internal Revenue Code of 1986, as
amended, or the Code, which was recently enacted by the Emergency Economic
Stabilization Act of 2008. To avoid earlier than intended income
inclusion under Section 457A of the Code and to comply with Section 409A of the
Code, on December 30, 2008 our Compensation Committee of our
Board of Directors adopted and entered into amendments to employment agreements
with Leonard Goldberg, our Chief Executive Officer, Tim Courtis, our Chief
Financial Officer, and Barton Hedges, the President and Chief Underwriting
Officer of our subsidiary, Greenlight Reinsurance, Ltd. and
authorized an amendment to the Company’s compensation plan (the “Compensation
Plan”).
Amendment to Employment Agreement with
Leonard Goldberg
We previously entered into an employment
agreement with Leonard Goldberg, dated as of August 1, 2008, pursuant to which
he serves as our Chief Executive Officer for the term ending on August 14,
2011.
In the event that Mr. Goldberg’s
employment is terminated by us without cause, by him for good reason or due to
his long-term disability, Mr. Goldberg is entitled to certain severance payments
which are generally payable in monthly installments following his termination
date. If he is determined to be a “specified employee” under Section
409A of the Code, the severance payments will be delayed for six months
following the date of his termination. In order to comply with
Section 457A of the Code, the amendment specifies that any severance payments
that would have been made to Mr. Goldberg during the six-month delay period will
be accumulated and paid to Mr. Goldberg in a lump sum following the end of the
six-month delay period and the remaining amounts will be paid in
installments. In no event, however, will the final severance payment
be made later than the end of the year following the year in which the severance
payments are no longer subject to a substantial risk of
forfeiture.
In addition, the amendment specifies
that if in connection with his termination of employment Mr. Goldberg is
entitled to certain accrued amounts or a pro-rated bonus for the year of
termination, such amounts will be paid to Mr. Goldberg no later than two and one
half months following the date of his termination.The foregoing description of the changes
to Mr. Goldberg’s employment agreement is qualified in its entirety by reference
to his Amended and Restated Employment Agreement that is attached hereto as
Exhibit 10.1 and is incorporated by reference into this Item
5.02(e).
Amendment to Employment Agreements with
Tim Courtis and Barton Hedges
We have previously entered into an
employment agreement with Tim Courtis, dated as of May 1, 2006, pursuant to
which he serves as our Chief Financial Officer and an employment agreement with
Barton Hedges, dated as of December 12, 2005, pursuant to which he serves as the
President and Chief Underwriting Officer of our subsidiary, Greenlight
Reinsurance, Ltd. Both agreements will remain in effect until
terminated by either party in accordance with their terms.
Section 409A of the Code requires that
compensatory arrangements specify the time and form of payments made under such
agreements. The amendments specify that base salary will be paid in
accordance with the employer’s normal payroll practices, bonuses will be paid in
accordance with the payment provisions of our Compensation Plan and expenses
will be reimbursed on or before the last day of the year following the year in
which the expense is incurred. In addition, the amendments specify
that if in connection with their termination of employment, Mr. Courtis or Mr.
Hedges is entitled to certain accrued amounts or a pro-rated bonus for the year
of termination, such amounts will be paid no later than two and one half months
following the date of such termination.
The amendments also specify that if
either Mr. Courtis or Mr. Hedges is entitled to severance benefits because his
employment is terminated by us without cause, by him for good reason or due to
his long-term disability, severance will generally be payable in monthly
installments following his termination of employment (or, of applicable,
following his execution and non-revocation of a release of
claims). However, if either Mr. Courtis or Mr. Hedges is determined
to be a “specified employee” under Section 409A of the Code, the severance
benefits will be delayed for six months following the date of such
termination. In order to comply with Section 457A of the Code, the
amendments specify that any severance payments that would have been made to Mr.
Courtis or Mr. Hedges during the six-month delay period will be accumulated and
paid in a lump sum following the end of the six-month delay period and the
remaining amounts will be paid in installments. In no event, however,
will the final severance payment be made later than the end of the year
following the year in which the severance payments are no longer subject to a
substantial risk of forfeiture.
In addition, in the event that either
Mr. Courtis or Mr. Hedges or either of their spouse and/or dependents is
entitled to continued health benefits following a termination of employment due
to disability or death, the amendments specify that any health insurance
benefits will be provided no later than the one year anniversary of the date of
such termination.
The
foregoing description of the changes to Mr. Courtis’ and Mr. Hedges’ employment
agreements is qualified in its entirety by reference to each of their Amended
and Restated Employment Agreements that are attached hereto as Exhibit 10.2 and
10.3, respectively, and are incorporated by reference into this Item
5.02(e).
Amendment to Compensation
Plan
In order
to comply with 457A of the Code, the Compensation Committee determined to amend
the
quantitative bonus component of the Compensation Plan, effective with respect to
the 2009 underwriting year and future years, to require that employees who are
eligible to receive a portion of the Quantitative Component Bonus Pool (as
defined in the Compensation Plan) be employed on January 1 following the end of
the applicable underwriting year in order to receive a share of such pool and
that the Compensation Plan’s current payment schedule be maintained unless
subsequent Section 457A guidance requires payment to be made earlier in order
for the Compensation Plan to compliant with Section 457A.
(d) Exhibits
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10.1
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Amended and Restated Employment
Agreement, dated as of December 30, 2008, by and among Greenlight
Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Leonard
Goldberg.
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10.2
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Amended and Restated Employment
Agreement, dated as of December 30, 2008, by and among Greenlight Capital
Re, Ltd., Greenlight Reinsurance, Ltd. and Tim
Courtis.
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10.3
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Amended and Restated Employment
Agreement, dated as of December 30, 2008, by and among Greenlight
Reinsurance, Ltd. and Barton
Hedges.
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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.
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Dated:
January 2,
2009
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GREENLIGHT
CAPITAL RE, LTD.
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By:
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____________________________
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Tim
Courtis
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Chief
Financial Officer
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Exhibit Number
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Description of Document
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10.1
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Amended
and Restated Employment Agreement, dated as of December 30, 2008, by and
among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and
Leonard Goldberg.
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10.2
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Amended
and Restated Employment Agreement, dated as of December 30, 2008, by and
among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Tim
Courtis.
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10.3
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Amended
and Restated Employment Agreement, dated as of December 30, 2008, by and
among Greenlight Reinsurance, Ltd. and Barton Hedges.
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