SCOTTISH RE GROUP LIMITED
2004 EQUITY INCENTIVE COMPENSATION PLAN
Notice of Stock Option Grant
You (the "Optionee") have been granted the following option to purchase
ordinary shares of Scottish Re Group Limited, a Cayman Islands company (the
"Company"), par value $0.01 per ordinary share ("Share"), pursuant to the
Scottish Re Group Limited 2004 Equity Incentive Compensation Plan (the "Plan"):
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Name of Optionee:
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Total Number of Shares Subject to
Option:
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Type of Option: Nonqualified Stock Option
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Option Price Per Share (i.e., $ [Note: 110% of MVPS required
exercise price): under the Plan for 1st 250,000 Plan options and any
others granted before May 5, 2005]
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Date of Grant:
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Vesting Schedule: Subject to earlier vesting pursuant to the terms of
the Plan and the attached Nonqualified Stock Option
Agreement, the right to exercise this option shall
vest as follows:
o 1/3 on the first anniversary of the Date of
Grant;
o 1/3 on the second anniversary of the Date of
Grant; and
o 1/3 on the third anniversary of the Date of
Grant.
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Expiration Date: 10th Anniversary of Date of Grant
The option may be subject to earlier expiration as
set forth in Plan, the Award Grant Guidelines and
the attached Agreement.
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By your signature and the signature of the Company's representative below, you
and the Company agree that this option is granted under and governed by the
terms and conditions of the Plan, the Award Grant Guidelines and the
Nonqualified Stock Option Agreement, all of which are attached to and made a
part of this document.
Optionee: Scottish Re Group Limited:
__________________________________ By:_______________________________
Date:_____________________________ Title:_____________________________
Date:_____________________________
SCOTTISH RE GROUP LIMITED
2004 EQUITY INCENTIVE COMPENSATION PLAN
Nonqualified Stock Option Agreement
SECTION 1. GRANT OF OPTION.
(a) Option. On the terms and conditions set forth in the Notice
of Stock Option Grant (the "Notice") and this Nonqualified Stock Option
Agreement (the "Agreement"), the Company grants to the Optionee on the Date of
Grant the option (the "Option") to purchase at the Option Price the number of
Shares set forth in the Notice of Stock Option Grant. The Option is intended to
be a Nonqualified Stock Option and is intended to not provide for the deferral
of compensation under Section 409A of the Internal Revenue Code.
(b) Plan and Defined Terms. The Option is granted pursuant to
the Plan and the Award Grant Guidelines, copies of which the Optionee
acknowledges having received. All terms, provisions, and conditions applicable
to the Option set forth in the Plan and the Award Grant Guidelines and not set
forth herein are hereby incorporated by reference herein. To the extent any
provision hereof is inconsistent with a provision of the Plan, the provisions of
the Plan will govern. To the extent any provision hereof is inconsistent with a
provision of the Award Grant Guidelines, the provisions of this Agreement shall
govern. All capitalized terms that are used in the Notice of Stock Option Grant
or this Agreement and not otherwise defined therein or herein shall have the
meanings ascribed to them in the Plan and the Award Grant Guidelines.
SECTION 2. RIGHT TO EXERCISE.
The Option may be exercised, in whole or in part, prior to
expiration to the extent it is vested. The Option shall be exercised by written
notice to the Company, specifying the number of shares the Optionee desires to
purchase, together with provision for payment of the Option Price. Subject to
such limitations as the Committee may impose (including prohibition of one more
of the following payment methods), payment of the Option Price may be made by
(a) check payable to the order of the Company , (b) by tendering to Shares in
accordance with Section 8 of the Award Grant Guidelines , (c) by broker-assisted
exercise in accordance with Section 9 of the Award Grant Guidelines, (d) by such
other method as may be then permitted by the Committee, or (e) by a combination
of such methods.
As a further condition precedent to the exercise of the Option,
the Optionee shall comply with all regulations and the requirements of any
regulatory authority having control of, or supervision over, the issuance of
Shares and in connection therewith shall execute any documents which the
Committee shall in its sole discretion deem necessary or advisable.
SECTION 3. OTHER PRINCIPAL TERMS OF THE OPTION.
(a) Vesting, Forfeiture and Expiration. The vesting, forfeiture
and expiration of the Option shall be governed by the Notice and Section 4(c)(i)
and 4(d)(i) and other applicable provisions of the Award Grant Guidelines.
(b) Non-Transferability. The Option shall not be transferable
except by will or the laws of descent and distribution or as specifically
permitted by the Committee pursuant to Section 11 of the Plan and Section 4(e)
of the Award Grant Guidelines.
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SECTION 4. MISCELLANEOUS PROVISIONS.
(a) Tax Withholding. The Company may make such provisions as are
necessary for the withholding of all applicable taxes on the Option, in
accordance with Section 10 of the Plan and Section 7 of the Award Grant
Guidelines.
(b) Rights as a Stockholder. Neither the Optionee nor the
Optionee's transferee or representative shall have any rights as a stockholder
with respect to any Shares subject to this Option until the Option has been
exercised and Share certificates have been issued to the Optionee, transferee or
representative, as the case may be. Both the exercise of the Option hereunder
and the subsequent sale of any Shares shall be subject to all applicable
securities laws and Company policies, including but not limited to insider
trading policies and blackout periods. The Optionee acknowledges receipt of that
Prospectus for the Plan.
(c) Ratification of Actions. By accepting this Agreement, the
Optionee and each person claiming under or through the Optionee shall be
conclusively deemed to have indicated the Optionee's acceptance and ratification
of, and consent to, any action taken under the Plan or this Agreement and Notice
of Stock Option Grant by the Company, the Board, or the Committee.
(d) Notice. Any notice in writing to be served hereunder shall
be given personally to the Optionee or to the Chief Executive Officer of the
Company (as the case may be) or shall be couriered or posted by registered mail
to the Company (for the attention of its Chief Executive Officer) at its
principal executive office or to the Optionee at the address that he or she most
recently provided in writing to the Company. Any such notice sent by post shall
be deemed served three days after it is posted and in proving such service it
shall be sufficient to prove that the notice was properly addressed and put in
the post or couriered.
(e) No Employment Contract. Nothing contained in this Agreement
shall confer upon the Optionee any right with respect to continuance of
employment with the Company and its Subsidiaries, nor limit or affect in any
manner the right of a Subsidiary to terminate the employment or adjust the
compensation of the Optionee.
(f) Compliance with Law. The Company shall make reasonable
efforts to comply with all applicable securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Option shall not be
exercisable if the exercise thereof would result in a violation of any such law.
(g) Relation to Other Benefits. Any economic or other benefit to
the Optionee under this Agreement shall not be taken into account in determining
any benefits to which the Optionee may be entitled under any profit-sharing,
retirement or other benefit or compensation plan maintained by any member of the
Group and shall not affect the amount of any life insurance coverage available
to any beneficiary under any life insurance plan covering employees of the
Company or any Subsidiary.
(h) Successors and Assigns. The provisions of this Agreement
shall inure to the benefit of, and be binding upon, the successors,
administrators, heirs, legal representatives and assigns of the Optionee, and
the successors and assigns of the Company.
(i) Choice of Law. This Agreement and the Notice of Stock Option
Grant shall be governed by, and construed in accordance with, the laws of the
State of New York, as such laws are applied to contracts entered into and
performed in such jurisdiction, without giving effect to the principles of
conflicts of laws thereof.
(j) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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(k) Modification or Amendment. This Agreement may only be
modified or amended by written agreement executed by the parties hereto;
provided, however, that the adjustments permitted pursuant to Section 9 of the
Plan may be made without such written agreement.
(l) Severability. In the event any provision of this Agreement
shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining provisions of this Agreement, and this Agreement
shall be construed and enforced as if such illegal or invalid provision had not
been included.
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