OPTION GRANT NOTICE AND AGREEMENT
RenaissanceRe Holdings Ltd. (the "Company"), pursuant to its
2001 Stock Incentive Plan (the "Plan"), hereby grants to Holder options (the
"Options") to purchase the number of shares of the Company's Stock set forth
below. The Options are subject to all of the terms and conditions as set forth
herein, as well as the terms and conditions of the Plan, all of which are
incorporated herein in their entirety. Capitalized terms not otherwise defined
herein shall have the same meaning as set forth in the Plan. In the event of a
conflict or inconsistency between the terms and provisions of the Plan and the
provisions of this Grant Notice and Agreement (this "Grant Notice"), the Plan
shall govern and control.
HOLDER: ___________________________
DATE OF GRANT: ___________________________
NUMBER OF SHARES OF STOCK
UNDERLYING THE OPTIONS: ___________________________
EXERCISE PRICE PER SHARE: $__________________________
EXPIRATION DATE: __ Years From the Date of Grant
VESTING SCHEDULE: Subject to the Holder's continued employment with the
Company or its Affiliates, as applicable, the Options
shall vest and become exercisable as to 25% of the
underlying shares of Stock on each of the first,
second, third and fourth anniversaries of the Date of
Grant, subject to acceleration of vesting upon a
Change in Control, as provided in Section 11 of the
Plan.
TERMINATION OF EMPLOYMENT: In the event the Holder's employment with the Company
or a Subsidiary is terminated for any reason other
than Holder's death or Disability, except as
otherwise provided in the following paragraph, all
Options which have not vested as of the date of such
termination shall be immediately forfeited. The
Holder shall have a period of up to 90 days within
which to exercise any Options which were vested as of
the date of termination, and such vested Options
shall lapse and be cancelled to the extent not so
exercised.
In the event the Holder's employment with the Company
or a Subsidiary is terminated by reason of the
Holder's death or Disability or if the Holder shall
die or become disabled within 30 days of the Holder's
involuntary termination of employment other than for
Cause, all Options which have not vested as of the
date of such
termination shall become immediately vested. The
Holder (or the Holder's estate) shall have up to one
year after such termination to exercise vested
Options.
Notwithstanding any provision of preceding paragraphs
to the contrary, the Options may not be exercised
beyond the Expiration Date.
ADDITIONAL TERMS:
o Options shall be exercisable in whole shares of Stock
only.
o Each share of Stock purchased through the exercise of
Options shall be paid for in full at the time of the
exercise in immediately available funds in United
States dollars, or, in the discretion of the
Committee, or its designee, pursuant to any other
method of payment of exercise price pursuant to
Section 7(b) of the Plan.
o As promptly as practical after receipt of such
written notification and full payment of such
purchase price and any required income tax
withholding amount, the Company shall issue or
transfer to the Holder the number of shares with
respect to which Options have been so exercised, and
shall cause the shares to be registered in the
Holder's name.
o The Company shall have the right with respect to tax
withholding in accordance with Section 10(d) of the
Plan, the terms of which are incorporated herein by
reference and made a part hereof.
o The Options granted hereunder are not intended to be
incentive stock options within the meaning of Section
422 of the Code.
o This Grant Notice does not confer upon the Holder any
right to continue as an employee.
o This Grant Notice shall be construed and interpreted
in accordance with the laws of the Bermuda, without
regard to the principles of conflicts of law thereof.
[Signatures to appear on the following page.]
THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THIS GRANT NOTICE AND THE PLAN,
AND, AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS HEREUNDER, AGREES TO BE
BOUND BY THE TERMS THIS GRANT NOTICE AND THE PLAN.
RENAISSANCERE HOLDINGS LTD. HOLDER
By:
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Signature Signature
Title: Date:
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Date:
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