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 March 7, 2023, Greenlight Capital Re, Ltd. (the "Registrant") issued a press
release announcing that Faramarz Romer, the Registrant's Chief Accounting
Officer and Treasurer, will be appointed Chief Financial Officer effective as of
April 1, 2023. Mr. Romer will succeed Neil Greenspan, who is leaving the Company
on March 31, 2023. A copy of the press release is filed as Exhibit 99.1 hereto
and incorporated herein by reference.

CFO Appointment and Agreement



On March 6, 2023, the Registrant, Greenlight Reinsurance, Ltd. ("Greenlight Re,"
together with the Registrant, the "Employer"), and Mr. Romer entered into an
Amended and Restated Employment Agreement, with a commencement date of April 1,
2023 (the "2023 Romer Agreement"). The 2023 Romer Agreement amends and restates
Mr. Romer's existing employment agreement, dated March 22, 2019, as amended.
The 2023 Romer Agreement provides that Mr. Romer will serve as the Chief
Financial Officer and will be entitled to receive an annual base salary of USD
$465,000 (pro-rated for partial years), subject to review periodically, and Mr.
Romer will eligible for certain employee benefits. Mr. Romer will also be
eligible to earn an annual bonus with a target bonus opportunity of 50% of his
base salary, based on certain performance metrics, as determined by the Board of
Directors of the Registrant or Compensation Committee thereof, in accordance
with and subject to the terms and conditions of Registrant's short-term
incentive plan, as in effect from time to time.

In the event Mr. Romer's employment is terminated by the Employer without Cause
or by Mr. Romer for Good Reason (each as defined in the 2023 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. Romer
will be entitled to receive: (i) a prorated annual bonus for the year of
termination based on actual performance, and (ii) an amount equal to one (1)
times the sum of Mr. Romer's annual base salary and target bonus opportunity,
which shall be payable over 12 months (the "Severance Payments"). In addition to
the Severance Payments, if Mr. Romer's employment is terminated by the Employer
without Cause or by Mr. Romer for Good Reason, Mr. Romer shall be entitled to
statutory severance. In the event Mr. Romer's employment is terminated for any
other reason, he shall only be entitled to receive the Accrued Obligations.

The 2023 Romer 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.

CFO Separation Agreement and Consulting Agreement



On March 6, 2023, Neil Greenspan and the Employer executed a Deed of Settlement
and Release (the "Separation Agreement"), effective as of March 31, 2023 (the
"Effective Date"). In addition, the Employer and Mr. Greenspan entered into a
consulting agreement, dated March 6, 2023, pursuant to which Mr. Greenspan will
provide non-employee consulting and advisory services to the Employer, on a
non-exclusive basis, from April 1, 2023 until July 31, 2023 (the "Consulting
Agreement").

The Separation Agreement provides that Mr. Greenspan will receive benefits,
consisting of (i) a cash severance amount equal to $811,644, less applicable
taxes and deductions, of which $61,644 is payable within two and one half months
of the Effective Date, and $750,000 is payable over twelve months in
substantially equal installments commencing on the sixtieth day after the
Effective Date, (ii) payment equivalent to statutory severance in the amount of
$38,462, less applicable taxes and deductions, payable within two and one half
months of the Effective Date, and (iii) payment by the Employer of $95,000 for
relocation expenses, payable within fifteen days following the Effective Date.
Additionally, under the terms of the Separation Agreement, Mr. Greenspan is
entitled to any accrued and unpaid base salary through the Effective Date,
unreimbursed expenses, accrued

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but unused vacation pay in accordance with the terms of the Employer's policy,
and the prior year's annual bonus to the extent unpaid. Any outstanding unvested
equity awards as of the Effective Date will be automatically forfeited pursuant
to their terms.
As consideration for the foregoing, Mr. Greenspan 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. Greenspan's
employment agreement with the Employer, dated December 3, 2018, as amended,
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.

The Consulting Agreement provides that in consideration of the services to be
provided, Mr. Greenspan will receive consulting fees of $25,000 per month.
Either party may terminate the Consulting Agreement for any reason upon 45 days'
written notice and the Employer may terminate the Consulting Agreement without
notice at any time for cause.

The descriptions of the 2023 Romer Agreement, the Separation Agreement and the
Consulting Agreement herein do not purport to be complete and each is qualified
in its entirety by reference to the full text of the 2023 Romer Agreement, the
Separation Agreement and the Consulting Agreement, respectively, which are filed
as Exhibits 10.1, 10.2 and 10.3, 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                         Amended and Restated Employment Agreement,

dated as of March 6, 2023, by


                           and among Greenlight Capital Re, Ltd.,

Greenlight Reinsurance, Ltd. and

Faramarz Romer.
10.2                         Deed of Settlement and Release, dated as of

March 6, 2023, by and among

Greenlight Capital Re, Ltd., Greenlight

Reinsurance, Ltd. and Neil


                           Greenspan.
10.3                         Consulting Agreement, dated as of March 6,

2023, by and among Greenlight

Capital Re, Ltd., Greenlight Reinsurance, Ltd.

and Neil Greenspan.


                             Press release announcing Greenlight Re Leadership Changes, dated March
99.1                       7, 2023.

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