AXIS CAPITAL HOLDINGS LIMITED LONG-TERMEQUITY COMPENSATION PLAN Restricted Stock Agreement
EX-10.1 2 a06-3189_1ex10d1.htm MATERIAL CONTRACTS
Exhibit 10.1
AXIS CAPITAL HOLDINGS LIMITED
LONG-TERM EQUITY COMPENSATION PLAN
Restricted Stock Agreement
You (the “Participant”) have been granted a restricted stock award (the “Award”) of ordinary shares, par value $0.0125 per share (“Share”), of AXIS Capital Holdings Limited, a Bermuda company (the “Company”), pursuant to the AXIS Capital Holdings Limited 2003 Long-Term Equity Compensation Plan (the “Plan”). The date of grant of the Award (the “Award Date”) and the number of Shares subject to the Award (the “Award Shares”) are as set forth in your restricted stock account maintained on the Smith Barney Benefit Access website or such other website as may be designated by the Committee (“Benefit Access”).
By your acceptance of the grant of the Award on Benefit Access, you agree that the Award is granted under and governed by the terms and conditions of the Plan and this Restricted Stock Agreement (the “Agreement”).
1. GRANT OF RESTRICTED STOCK.
(a) Award. On the terms and conditions set forth in this Agreement, the Company hereby grants to the Participant on the Award Date the Award Shares.
(b) Plan and Defined Terms. The Award is granted pursuant to the Plan, a copy of which the Participant acknowledges having received. The terms and provisions of the Plan are incorporated into this Agreement by this reference. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.
2. ISSUANCE OF SHARES.
Subject to Section 4, the Shares subject to the Award will be issued to the Participant and generally shall have the rights and privileges of a shareholder of the Company as to such Shares.
3. PERIOD OF RESTRICTION.
The Shares subject to the Award shall be restricted during the period (the “Period of Restriction”) commencing on the Award Date and expiring on the first to occur of:
(a) The date three years after the Award Date;
(b) The Participant’s death or permanent Disability; or
(c) A Change in Control.
4. RESTRICTIONS, VOTING RIGHTS AND DIVIDENDS.
(a) Restrictions. During the Period of Restriction, the following restrictions shall apply: (i) the Shares subject to the Award may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated and (ii) the stock certificates, if any, representing the Shares subject to the Award shall be deposited with the Company or as the Committee may otherwise direct and the Participant shall not be entitled to delivery of a stock certificate. If the Participant’s employment terminates during the Period of Restriction for any reason other than death or permanent Disability, the Shares subject to the Award shall be immediately repurchased by the Company for an aggregate repurchase price of US$1 (One United States Dollar) without liability or further action or obligation on the part of the Company. Upon the repurchase of any Shares, any dividends and interest set aside thereon shall be transferred to the Company without further action by the Participant, and the Participant shall immediately thereby relinquish and cease to hold any right, title or interest to any such dividends and interest.
(b) Voting Rights. Participant shall be entitled to exercise full voting rights with respect to the Shares during the Period of Restriction.
(c) Dividends. Dividends may be paid to Participant with respect to the Shares during the Period of Restriction as determined from time to time by the Committee. Any Dividends paid with respect to the Shares during the Period of Restriction will be held by the Company, or a depository appointed by the Committee, for the Participant’s account, and interest may be paid on the amount of cash dividends held at a rate and subject to such terms as may be determined by the Committee. All cash or share dividends so held, and any interest so paid, shall initially be subject to forfeiture as set forth in subsection 4(a) but shall become non-forfeitable and payable at upon the expiration or termination of the Period of Restriction.
(d) Leaves of Absence. For any purpose under this Agreement, employment shall be deemed to continue while the Participant is on a bona fide leave of absence, if such leave was approved by the Company in writing and if continued crediting of employment for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company).
5. RESTRICTIONS ON TRANSFER.
(a) Transfer Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or otherwise, the Company, in its sole discretion, may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Company’s Bye-Laws, the Securities Act, the U.S. Securities Exchange Act of 1934, as amended, the securities laws of any country or state or any other applicable law, rule or regulation.
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(b) Legends. All certificates evidencing Shares issued under this Agreement shall bear such restrictive legends as are required or deemed advisable by the Company under the provisions of any applicable law, rule or regulation. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares issued under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.
6. MISCELLANEOUS PROVISIONS.
