AMENDMENT TO THE 2000 STOCK INCENTIVE PLAN Approved April 28, 2005

Contract Categories: Human Resources - Bonus & Incentive Agreements
EX-10.7 2 dex107.htm AMENDMENT TO THE 2000 STOCK INCENTIVE PLAN, APPROVED IN APRIL 2005 Amendment to the 2000 Stock Incentive Plan, approved in April 2005

Exhibit 10.7

 

AMENDMENT TO THE 2000 STOCK INCENTIVE PLAN

Approved April 28, 2005

 

Section 3 of the Max Re Capital Ltd. 2000 Incentive Plan (the “Incentive Plan”) is hereby deleted and the following shall be inserted in lieu thereof:

 

“3. Shares Subject to the Plan. Subject to adjustment in accordance with Section 17, the total of the number of shares of Common Stock which shall be available for the grant of Awards under the Plan shall not exceed 8,000,000; provided, that, for purposes of this limitation, any shares subject to an Option which is canceled or expires without exercise shall again become available for Award under the Plan. Upon forfeiture of Awards in accordance with the provisions of the Plan and the terms and conditions of the Award, such shares shall no longer be counted against any determination of the number of shares available under the Plan and shall be available for subsequent Awards. Shares tendered by a Participant to pay all or part of the option price of an Option or to pay all or part of the taxes associated with the exercise of such Option or shares of Common Stock which are withheld upon exercise of an Option which would have otherwise been issued upon exercise of such Option shall be again available for issuance pursuant to Nonqualified Stock Options under the Plan. Subject to adjustment in accordance with Section 17, no Participant shall be granted, during any calendar year, Options to purchase more than 1,000,000 shares of Common Stock. Common Stock available for issue or distribution under the Plan shall be authorized and unissued shares or shares reacquired by the Company in any manner.”

 

Section 5 of the Incentive Plan is hereby deleted and the following shall be inserted in lieu thereof:

 

“5. Eligibility. Individuals eligible to receive Awards under the Plan shall be the officers, other employees, consultants, service providers and directors of the Company and its Subsidiaries and such other individuals who will become employees, consultants, service providers or directors of the Company and its Subsidiaries after the date of grant, in either case, as selected by the Committee. In addition, all Non-Employee Directors shall be eligible to receive such Awards as the Committee may from time to time determine, as provided in Section 11 hereof.”

 

Section 11 of the Incentive Plan is hereby deleted and the following shall be inserted in lieu thereof:

 

“11. Non-Employee Director Awards:

 

(a) The Committee, or such other committee as the Board may designate, shall in its discretion authorize the grant of Awards to Non-Employee Directors in such amounts and subject to such terms and conditions as the Committee, or such other designated committee, shall from time to time determine; provided that the granting of any Option hereunder shall be subject to Section 11(B).

 

(b) The purchase price for each Option granted under this Section 11 to a Non-Employee Director shall be the Fair Market Value of the Common Stock on the date of grant of the Option.”