---

---

---

1.	TITLE AND DESCRIPTION OF DUTIES

1.1	Executive’s title will change on the Commencement Date to Chief Financial Officer, and Executive hereby agrees to serve the Company in such role at such time in accordance herewith.

•	To oversee finance and accounting functions related to the Company and its subsidiaries

•	To provide leadership in the development and continuous evaluation of the Company’s strategic financial objectives

•	To advise executive management on the financial implications of business activities

•	To act as a liaison with the Company’s independent auditors

•	To provide the Company with financial and accounting analysis

•	To oversee the Company’s SEC filings

•	In addition to the above key responsibilities, Executive may be required to undertake other duties from time to time as the Company may reasonably require

1.2

Executive shall report to the Chief Executive Officer and the Chief Operating Officer, and Executive’s principal place of business shall be the Company’s office in Bermuda. It is recognised that travel may be necessary or appropriate in connection with the performance of Executive’s duties hereunder and in particular that certain actions required to be taken to satisfactorily dispose of the duties hereunder must be taken in Bermuda.

1.3	Executive shall devote his full working time and energy, skill and best efforts to the performance of his duties hereunder, in a manner that will comply with the Company’s rules and policies in effect from time to time, and will faithfully and diligently further the business and interests of the Company.

1.4

During the Term (as hereinafter defined), Executive shall not be employed by or participate or engage in or in any manner be a part of the management or operation of any business enterprise other than the Company without the prior written consent of the Board of Directors of the Company, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything herein to the contrary, nothing shall preclude Executive from (i) serving on the boards of directors of a reasonable number of other companies or corporations or the boards of a reasonable number of trade associations and/or charitable organizations, provided the Company’s written consent is obtained prior to accepting such position, (ii) engaging in charitable, community and other business affairs, and (iii) managing his personal investments and affairs, provided that such activities do not materially interfere with the proper performance of Executive’s responsibilities and duties hereunder.

2.	TERM OF EMPLOYMENT

2.1	TERM

---

2.2	CONTINUOUS EMPLOYMENT

3.	SALARY & DISCRETIONARY BONUS & LONG TERM INCENTIVE PROGRAM

3.1	SALARY

3.2	PERFORMANCE BONUS

3.3	LONG-TERM INCENTIVE PROGRAM

4.	BENEFITS

4.1	SOCIAL INSURANCE (GOVERNMENT PENSION)

4.2	PAYROLL TAX

---

4.3	HEALTH AND OTHER INSURANCE

4.4	PENSION

4.5	EXPENSE REIMBURSEMENTS

4.6	VACATION AND OTHER LEAVE

---

5.	TERMINATION

5.1	NOTICE REQUIREMENTS

5.2	WORK PERMIT

5.3	DEATH OF EXECUTIVE

5.4	DISABILITY

---

5.5	TERMINATION FOR CAUSE

a)	Conviction or plea to a felony or a crime involving fraud or misrepresentation;

b)	Indictment for a felony or a crime involving fraud or misrepresentation; provided, however, that in the event Executive is subsequently acquitted of such crime or the indictment is subsequently dismissed, Executive shall be entitled to all severance benefits following a termination without Cause;

c)	Failure by Executive to follow lawful written instructions from his supervisor or the Board of Directors of the Company;

d)	Failure to perform his duties hereunder following written notice and a reasonable opportunity to cure, if curable, within a time frame determined by the Company, but no less than twenty (20) days from such notice;

e)	Material gross neglect by Executive in the performance of his duties hereunder following written notice and a reasonable opportunity to cure, if curable, not to exceed twenty (20) days from such notice;

f)	Fraud or dishonesty in connection with his employment;

g)	Breach of fiduciary duty related to the business or affairs of the Company;

h)	Executive’s material breach of any written employment agreement with the Company, following written notice and a reasonable opportunity to cure, if curable, not to exceed ten (10) days from such notice; or

i)	Willful conduct that may be materially harmful to the business, interests, or reputation of the Company, including any material violation of the Company written policy;

5.6	Termination without Cause or for Good Reason

a)	If (1) Executive’s employment is terminated by the Company for any reason other than for Cause, his death or disability, or (2) Executive’s employment is terminated by him for Good Reason (as defined herein):

i)	The Company shall pay Executive any amounts (including salary, bonuses, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, him under this Agreement as of the date of such termination, together with any payment in lieu of accrued but untaken vacation;

ii)	The Company shall pay Executive a lump sum amount equal to the Base Salary payable to him as of the date of such termination;

iii)

Executive shall be entitled to continue to receive at the Company’s expense medical benefits coverage (as described in Section 4.3) for Executive and his spouse and dependents (if any) if and to the extent the Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination until the earlier of: (A) a period of 12 months from the date Executive is terminated pursuant to this Section 5.6, or (B) the date Executive begins new

---

iv)	Each outstanding equity incentive award granted to Executive shall operate in accordance with the terms and conditions set forth in the applicable award agreement for such awards; and

v)

If, for the year in which Executive’s employment is terminated pursuant to this Section 5.6, the Company achieves the performance goals established in accordance with any incentive plan in which he participates, the Company shall pay Executive an amount equal to the bonus that he would have received had he been employed by the Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days he was employed during such year and the denominator of which is 365.

b)

Upon making the payments described in this Section 5.6, the Company shall have no further obligation to Executive under this Agreement. To the extent that the payments to be made under this Section 5.6 are damages (which is not admitted), the Company and Executive agree that the terms of this Section 5.6 represent a genuine pre-estimate of the loss to the Executive that would arise on termination of employment hereunder in the circumstances described and does not constitute a penalty. The Company waives any requirement on Executive to mitigate his losses in respect of such termination.

c)	“Good Reason” shall mean the following:

i)	material breach of the Company’s obligations hereunder, provided that Executive shall have given written notice thereof to the Company, and the Company shall have failed to remedy the breach within 30 days;

ii)	the relocation of Executive’s principal business office outside of Bermuda without the Executive’s prior agreement; or

iii)	any material reduction in Executive’s duties or authority as described in Section 1.1.

5.7	Change in Control

a)	If, during the Term, there should be a Change of Control (as defined herein), and within 1 year thereafter either (i) Executive’s employment should be terminated for any reason other than for Cause or (ii) Executive terminates his employment for Good Reason (as defined in Section 5.6):

i)	The Company shall pay Executive any amounts (including salary, bonuses, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, him under this Agreement as of the date of such termination, together with any payment in lieu of accrued but untaken vacation;

ii)	The Company shall pay Executive a lump sum amount equal to his Base Salary as of the date of such termination;

iii)

Executive shall be entitled to continue to receive at the Company’s expense medical benefits coverage (as described in Section 4.3) for Executive and Executive’s spouse and dependents (if any) if and to the extent the Company was paying for such benefits to Executive and Executive’s spouse and dependents at the time of such termination until the earlier of: (A) a period of 12 months from the date Executive is terminated in a manner subject to this Section 5.7, or (B) the date Executive begins new employment at an organization offering a comprehensive major medical health plan for Executive and his spouse and dependents (regardless of payment policies in effect at such organization);

iv)	Each outstanding equity incentive award granted to Executive shall operate in accordance with the terms and conditions set forth in the applicable award agreement for such awards; and

---

v)

If, for the year in which Executive’s employment is terminated pursuant to this Section 5.7, the Company achieves the performance goals established in accordance with any incentive plan in which Executive participates, the Company shall pay Executive an amount equal to the bonus that Executive would have received had he been employed by the Company for the full year, multiplied by a fraction, the numerator of which is the number of calendar days Executive was employed in such year and the denominator of which is 365.

b)

Upon making the payments described in this Section 5.7, the Company shall have no further obligation to Executive under this Agreement. To the extent that the payments to be made under this Section 5.7 are damages (which is not admitted), the Company and Executive agree that the terms of this Section 5.7 represent a genuine pre-estimate of the loss to the Executive that would arise on termination of employment hereunder in the circumstances described and does not constitute a penalty. The Company waives any requirement on Executive to mitigate his losses in respect of such termination.

c)	A “Change in Control” of the Company shall mean:

i)

the acquisition by any person, entity or “group” required to file a Schedule 13D or Schedule 14D-1 under the United States Securities Exchange Act of 1934 (the “1934 Act”) (excluding, for this purpose, the Company, its subsidiaries, any employee benefit plan of the Company or its subsidiaries which acquires ownership of voting securities of the Company, and any group that includes Executive) of beneficial ownership (within the meaning of Rule 13d-3 under the 1934 Act) of 50% or more of either the then outstanding ordinary shares or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors;

ii)

the election or appointment to the Board of Directors of the Company, or resignation of or removal from the Board, of directors with the result that the individuals who as of the date hereof constituted the Board (the “Incumbent Board”) no longer constitute at least a majority of the Board, provided that any person who becomes a director subsequent to the date hereof whose appointment, election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Incumbent Board (other than an appointment, election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or

iii)

consummation of: (i) a reorganization, merger or consolidation by reason of which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power of the reorganized, merged or consolidated company’s then outstanding voting securities entitled to vote generally in the election of directors, or (ii) a liquidation or dissolution of the Company or the sale, transfer, lease or other disposition of all or substantially all of the undertaking or assets of the Company (whether such assets are held directly or indirectly).

5.8	Execution of Release

---

6.	SPECIAL PROVISIONS RESTRICTIVE COVENANTS

6.1	CONFIDENTIAL INFORMATION

6.2	INTELLECTUAL PROPERTY

6.3	PROTECTION OF PROPERTY OF THE COMPANY

---

6.4	NON-SOLICITATION

6.5	ASSIGNMENT OF BENEFITS

6.6	ENFORCEMENT

6.7	RELIEF

---

6.8	SURVIVAL

7.	CLAWBACK RIGHT

8.	INDEMNIFICATION

8.1

The Company shall indemnify and defend Executive against all claims arising out of Executive’s activities as an officer or employee of the Company or its affiliates to the fullest extent permitted by law and under the Company’s organizational documents, except that the Company shall not indemnify and defend Executive against any such claims brought against Executive by the Company or any of its affiliates. During employment and for six years following the end of employment, Executive shall be entitled to be covered by a policy of directors' and officers' liability insurance on commercially reasonable terms sufficient to cover the risk to Executive that would reasonably be expected to result from his activities as aforesaid and a copy of the policy shall be provided to Executive upon his request from time to time. At the request of the Company, Executive shall during and after employment render reasonable assistance to the Company in connection with any litigation or other proceeding involving the Company or any of its affiliates, unless precluded from so doing by law. The Company shall provide reasonable compensation to Executive for such assistance rendered after employment ceases.

8.2	INDEMNIFICATION / TAXATION

(a)

to indemnify Executive for any liability for, or in connection with, any taxation relating to Executive’s compensation in any jurisdiction other than the Executive’s tax residence for the period for which the relevant tax claim or demand is made, which arises as a direct consequence of Executive being in that jurisdiction in order to discharge Executive’s duties to the Company prior to and/or after the date Executive’s employment commenced; and

(i)	to provide all reasonable support to Executive in responding to any such claim or demand for or in connection with taxation by any statutory authority outside the jurisdiction of Executive’s tax residence; and

(ii)	to indemnify Executive for all costs and expenses reasonably incurred by Executive (including legal fees) in responding to or defending any such claims or demands; and

(b)	to engage a service provider to prepare all required tax filings by any statutory authority outside of the Executive’s tax residence arising due to Executive’s discharging his duties outside of Executive’s tax residence and related to Executive’s compensation from the Company, provided, however that

---

9.	MISCELLANEOUS

9.1	The expiration or termination of this Agreement shall not operate to affect such of the provisions hereof as are expressed or intended to remain in full force and effect.

9.2	If any of the sections, clauses, conditions, covenants or restrictions of this Agreement shall be found to be void but would be valid if some part thereof were deleted or modified, then such clause, condition covenant or restriction shall apply with such deletion or modification as may be necessary to make it valid and effective.

9.3	This Agreement together with any documents referred to herein constitutes the whole agreement and understanding between the parties and supersedes all previous agreements and arrangements (if any) relating to Executive’s employment by the Company (which shall be deemed to have been terminated by mutual consent).

9.4

Except as expressly provided for in this Agreement, no variation or amendment of this Agreement or oral promise or commitment related to it shall be valid unless committed to writing and signed by the parties. The Company reserves the right to make reasonable changes to these terms and conditions of employment in which case Executive will be informed of the changes taking effect and Executive will be required to sign any documents reflecting such changes.

9.5	This Agreement may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.

9.6

All questions concerning the construction and validity of this Agreement and the terms contained therein will be governed by the laws of Bermuda, without regard to principles of conflict of laws. The terms and conditions of this Agreement and the rights of the Parties hereunder shall be governed by and construed in all respects in accordance with the laws of Bermuda. Any dispute which may arise out of or in connection with this Agreement shall be referred to arbitration in Bermuda before a single arbitrator. In the absence of agreement between the parties, the arbitrator shall be appointed by the Appointments Committee of the Chartered Institute of Arbitrators, Bermuda Branch.

---