EXHIBIT 99.2
RENAISSANCERE HOLDINGS LTD.
2001 STOCK INCENTIVE PLAN
Originally Effective February 6, 2001 and
Amended and Restated Effective June 1, 2002
This Amended and Restated RenaissanceRe Holdings Ltd. 2001 Stock Incentive Plan
(the "Plan") has been amended and restated to reflect the Company's 3-for-1
share split, effected as a stock dividend paid on May 30, 2002. In addition, all
previous amendments to the Plan adopted prior to June 1, 2002 have been
incorporated into this amended and restated Plan.
1. Purpose
The purpose of the Plan is to provide a means through which the Company and
its Subsidiaries may attract able persons to enter and remain in the employ of
the Company and its Subsidiaries and to provide a means whereby employees of the
Company and its Subsidiaries can acquire and maintain Stock ownership, or be
paid incentive compensation measured by reference to the value of Stock, thereby
strengthening their commitment to the welfare of the Company and its
Subsidiaries and promoting an identity of interest between stockholders and
these employees.
So that the appropriate incentive can be provided, the Plan provides for
granting Incentive Stock Options, Nonqualified Stock Options, Restricted Stock
Awards, and Stock Bonuses, or any combination of the foregoing.
2. Definitions
The following definitions shall be applicable throughout the Plan.
(a) "Affiliate" of any individual or entity means an individual or entity
that is directly or indirectly through one or more intermediaries controlled by
or under common control with the individual or entity specified.
(b) "Award" means, individually or collectively, any Incentive Stock
Option, Nonqualified Stock Option, Restricted Stock Award, or Stock Bonuses.
(c) "Board" means the Board of Directors of RenaissanceRe Holdings Ltd.
(d) "Cause" shall mean the definition of such term in a Participant's
employment agreement, or in the absence of such an agreement, (1) a
Participant's failure to substantially perform the Participant's duties as an
employee of the Company or a Subsidiary, (2) the engaging by the Participant in
misconduct which is injurious to the Company or a Subsidiary, monetarily or
otherwise, (3) the commission by the Participant of an act of fraud or
embezzlement against the Company or a Subsidiary, or (4) the conviction of the
Participant of a felony.
(e) "Change in Control" means:
(i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of securities
representing more than 50% of the value and voting power of all
of the Company's outstanding equity securities (the
"Outstanding Equity Securities"); provided, however, that the
following acquisitions shall not constitute a Change in
Control: (A) any acquisition by the Company, or (B) any
acquisition by a corporation pursuant to a merger,
consolidation or other similar transaction (a "Corporate
Event") if, as a result of such Corporate Event, (1)
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Equity
Securities immediately prior to such Corporate Event
beneficially own, directly or indirectly, securities
representing more than 50% of the value and voting power of the
then outstanding equity securities of the corporation resulting
from such Corporate Event (including a corporation which, as a
result of such transaction, owns the Company or all or
substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Corporate Event, of the Outstanding Equity Securities, and (2)
no Person other than any corporation resulting from such
Corporate Event, beneficially owns, directly or indirectly,
securities representing more than 50% of the value and voting
power of the then outstanding equity securities of the
corporation resulting from such Corporate Event;
(ii) The date upon which individuals who as of the date hereof
constitute a majority of the Board (the "Incumbent Board")
cease to constitute at least a majority of the Board, provided,
that any individual becoming a director subsequent to the date
hereof, whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising of the Incumbent
Board, shall be considered as though such individual was a
member of the Incumbent Board;
(iii) The sale or disposition of all or substantially all of the
assets of the Company; or
(iv) a dissolution or liquidation of the Company.
(f) "Code" means the Internal Revenue Code of 1986, as amended. Reference
in the Plan to any section of the Code shall be deemed to include any amendments
or successor provisions to such section and any regulations under such section.
(g) "Committee" means the Board, the Compensation Committee of the Board or
such other committee of at least two people as the Board may appoint to
administer the Plan, as determined by the Board.
(h) "Company" means RenaissanceRe Holdings Ltd., a Bermuda company
(i) "Date of Grant" means the date on which the granting of an Award is
authorized or such other date as may be specified in such authorization.
(j) "Disability," with respect to any particular Participant, means the
definition of such term in a Participant's employment agreement, without regard
to whether the term of such employment agreement has expired, or in the absence
of such agreement, the complete and permanent inability by reason of illness or
accident to perform the duties of the occupation at which a Participant was
employed when such disability commenced, as determined by the Board based upon
medical evidence acceptable to it.
(k) "Eligible Person" means any officer or any other person regularly
employed by the Company or a Subsidiary.
(l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(m) "Fair Market Value" means as of any date when the stock is quoted on
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") National Market System ("NMS") or listed on one or more national
securities exchanges, the average closing trading price reported on NASDAQ-NMS
or the principal national securities exchange on which such Stock is listed and
traded for the five-day period preceding such date. If the Stock is not quoted
on NASDAQ-NMS or listed on such an exchange, or representative quotes are not
otherwise available, the Fair Market Value shall mean the amount determined by
the Board to be the fair market value of the Stock based upon a good faith
attempt to value the Stock accurately.
(n) "Holder" means a Participant who has been granted an Award.
(o) "Incentive Stock Option" means an Option granted by the Committee to a
Participant under the Plan which is designated by the Committee as an Incentive
Stock Option pursuant to Section 422 of the Code.
(p) "Non-Employee Director" means a person who is a "non-employee director"
within the meaning of Rule 16b-3 under the Exchange Act, or any successor rule
or regulation.
(q) "Nonqualified Stock Option" means an Option granted under the Plan
which is not designated as an Incentive Stock Option.
(r) "Option" means an Award granted under Section 7 of the Plan.
(s) "Option Period" means the period described in Section 7(c).
(t) "Option Price" means the exercise price set for an Option described in
Section 7(a).
(u) "Participant" means an Eligible Person who has been selected by the
Committee to participate in the Plan and to receive an Award.
(v) "Reload Option" means an Option granted pursuant to Section 7(g).
(w) "Restricted Period" means, with respect to any share of Restricted
Stock, the period of time determined by the Committee during which such Award is
subject to the restrictions set forth in Section 8.
(x) "Restricted Stock" means shares of Stock issued or transferred to a
Participant subject to forfeiture and the other restrictions set forth in
Section 8.
(y) "Restricted Stock Award" means an Award of Restricted Stock granted
under Section 8 of the Plan.
(z) "Securities Act" means the Securities Act of 1933, as amended.
(aa) "Stock" means the full voting common shares, par value $1.00 per
share, of RenaissanceRe Holdings Ltd.
(bb) "Stock Bonus" means an Award of Stock made pursuant to Section 9 of
the Plan.
(cc) "Stock Option Agreement" means the agreement between the Company and a
Participant who has been granted an Option pursuant to Section 9 which defines
the rights and obligations of the parties as required in Section 7(d).
(dd) "Subsidiary" means any subsidiary of the Company as defined in Section
424(f) of the Code.
3. Effective Date, Duration and Shareholder Approval
The Plan is effective as of February 6, 2001, the date on which the Plan
was adopted by the Board subject to its approval by the Company's shareholders,
and was amended and restated effective on June 1, 2002.
The expiration date of the Plan, after which no Awards may be granted
hereunder, shall be February 6, 2011; provided, however, that the administration
of the Plan shall continue in effect until all matters relating to the payment
of Awards previously granted have been settled.
4. Administration
The Committee shall administer the Plan. Unless otherwise determined by the
Board, each member of the Committee shall, at the time such member takes any
action with respect to an Award granted to a Participant who is an "insider" for
purposes of Section 16 of the Exchange Act, be a Non-Employee Director. The
majority of the members of the Committee shall constitute a quorum. The acts
of a majority of the members present at any meeting at which a quorum is present
or acts approved in writing by a majority of the Committee shall be deemed the
acts of the Committee.
Subject to the provisions of the Plan, the Committee shall have exclusive
power to:
(a) Select the Eligible Persons to participate in the Plan;
(b) Determine the nature and extent of the Awards to be made to each
Eligible Person;
(c) Determine the time or times when Awards will be made to Eligible
Persons;
(d) Determine the duration of each Option Period and Restricted Period;
(e) Determine the conditions to which the payment of Awards may be subject;
(f) Prescribe the form of Stock Option Agreement or other form or forms
evidencing Awards; and
(g) Cause records to be established in which there shall be entered, from
time to time as Awards are made to Participants, the date of each Award, the
number of Incentive Stock Options, Nonqualified Stock Options, shares of
Restricted Stock and shares of the stock covered by a Stock Bonus granted by the
Committee to each Participant, the expiration date, the Option Period and the
duration of any applicable Restricted Period.
The Committee shall have the authority to interpret the Plan and, subject
to the provisions of the Plan, to establish, adopt, or revise such rules and
regulations and to make all such determinations relating to the Plan as it may
deem necessary or advisable for the administration of the Plan. The Committee's
interpretation of the Plan or any documents evidencing Awards granted pursuant
thereto and all decisions and determinations by the Committee with respect to
the Plan shall be final, binding, and conclusive on all parties unless otherwise
determined by the Board.
5. Grant of Awards; Shares Subject to the Plan
The Committee may, from time to time, grant Awards of Options, Restricted
Stock and Stock Bonuses to one or more Eligible Persons; provided, however,
that:
(a) subject to Section 11, the aggregate number of shares of Stock reserved
and available for issuance pursuant to Awards under the Plan is 5,400,000;
(b) such shares shall be deemed to have been used in payment of Awards only
to the extent they are actually delivered. In the event any Award shall be
surrendered, terminate, expire, or be forfeited, the number of shares of Stock
no longer subject thereto shall thereupon be released and shall thereafter be
available for new Awards under the Plan;
(c) the number of shares of Stock available for issuance shall be increased
by the number of shares tendered to or withheld by the Company in connection
with the payment of the purchase price or tax withholding obligations relating
to any Award hereunder; and
(d) stock delivered by the Company in settlement of Awards under the Plan
may be authorized and unissued Stock or Stock held in the treasury of the
Company or may be purchased on the open market or by private purchase.
6. Eligibility
Participation shall be limited to Eligible Persons who have received
notification from the Committee, or from a person designated by the Committee,
that they have been selected to participate in the Plan.
7. Discretionary Grant of Stock Options
The Committee is authorized to grant one or more Incentive Stock Options or
Nonqualified Stock Options to any Eligible Person. Each Option so granted shall
be subject to the following conditions, or to such other conditions as may be
reflected in the applicable Stock Option Agreement.
(a) Option Price. The exercise price ("Option Price") per share of Stock
for each Option shall be set by the Committee at the time of grant but shall not
be less than (i) in the case of an Incentive Stock Option, and subject to
Section 7(e), the Fair Market Value of a share of Stock at the Date of Grant,
and (ii) in the case of a Non-Qualified Stock Option, not less than 85% of the
Fair Market Value of a share of Stock at the Date of Grant; provided, that the
number of Non-Qualified Stock Options granted with an Option Price less than the
Fair Market Value of a share of Stock at the Date of Grant shall in no event
exceed 10% of the number of shares of Stock reserved for issuance under the
Plan. The Company will not engage in any repricing of outstanding Options
without approval of the Company's Shareholders.
(b) Manner of Exercise and Form of Payment. The exercise price of Options
may be paid in cash or by such other means as may be approved by the Committee
in its discretion; provided that any right to such pay exercise price by
tendering shares of Stock shall be limited to shares which have been held by the
Holder for at least six months. In the event the Committee shall provide that
the exercise price of an Option may be paid by delivery of shares of Restricted
Stock, and the exercise price is so paid by the Holder, the Holder shall
receive, in connection with such exercise, an equal number of shares of
Restricted Stock having the same restrictions and any remaining shares of Stock
issued upon such exercise shall have such restrictions, if any, as are set forth
in such Holder's Stock Option Agreement.
(c) Option Period and Expiration. Options shall vest and become exercisable
in such manner and on such date or dates and shall expire after such period, not
to exceed ten years, as may be determined by the Committee (the "Option
Period"); provided, however, that notwithstanding any vesting dates set by the
Committee, the Committee may in its sole discretion accelerate the
exercisability
of any Option, which acceleration shall not affect the terms and conditions of
any such Option other than with respect to exercisability. Unless otherwise
specifically determined by the Committee or as provided below, the vesting of an
Option shall occur only while the Participant is employed by the Company or its
Subsidiaries and all vesting shall cease upon a Holder's termination of
employment for any reason. If an Option is exercisable in installments, such
installments or portions thereof which become exercisable shall remain
exercisable until the Option expires. Unless otherwise stated in the applicable
Stock Option Agreement, the Option shall expire earlier than the end of the
Option Period in the following circumstances:
(i) In General. In the event a Holder's employment with the Company or a
Subsidiary is terminated for any reason other than the Holder's
death or Disability, all Awards which have not vested as of the date
of such termination shall be immediately forfeited. The Holder shall
have a period of up to 30 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.
(ii) Death or Disability. In the event a Holder's employment with the
Company or a Subsidiary is terminated by reason of the Holder's
death or Disability or if such Holder shall die or become disabled
within 30 days of the Holder's involuntary termination of employment
other than for Cause, all Awards which have not vested as of the
date of such termination shall become immediately vested. Such
Holder (or such Holder's estate) shall have up to one year after
such termination to exercise vested Options.
(d) Stock Option Agreement - Other Terms and Conditions. Each Option
granted under the Plan shall be evidenced by a Stock Option Agreement, which may
be in paper or electronic format and which shall contain such provisions as may
be determined by the Committee and, except as may be specifically stated
otherwise in such Stock Option Agreement, shall be subject to the following
terms and conditions:
(i) Each Option or portion thereof that is exercisable shall be
exercisable for the full amount or for any part thereof.
(ii) Each share of Stock purchased through the exercise of an Option
shall be paid for in full at the time of the exercise.
(iii) Options shall not be transferable by the Holder except by will or
the laws of descent and distribution and shall be exercisable during
the Holder's lifetime only by him; provided, however, that the
Committee may, in its sole discretion, at the time of grant or at
any time thereafter, allow any Holder to transfer any Nonqualified
Stock Option, subject to such conditions or limitations set forth in
Section 10(k) hereof.
(iv) Each Option shall vest and become exercisable by the Holder in
accordance with the vesting schedule established by the Committee
and set forth in the Stock Option Agreement.
(v) Each Stock Option Agreement may contain a provision that, upon
demand by the Committee for such a representation, the Holder shall
deliver to the Committee at the time of any exercise of an Option a
written representation that the shares to be acquired upon such
exercise are to be acquired for investment and not for resale or
with a view to the distribution thereof. Upon such demand, delivery
of such representation prior to the delivery of any shares issued
upon exercise of an Option shall be a condition precedent to the
right of the Holder or such other person to purchase any shares. In
the event certificates for Stock are delivered under the Plan with
respect to which such investment representation has been obtained,
the Committee may cause a legend or legends to be placed on such
certificates to make appropriate reference to such representation
and to restrict transfer in the absence of compliance with
applicable federal or state securities laws.
(vi) Each Incentive Stock Option Agreement shall contain a provision
requiring the Holder to notify the Company in writing immediately
after the Holder makes a disqualifying disposition of any Stock
acquired pursuant to the exercise of such Incentive Stock Option. A
disqualifying disposition is any disposition (including any sale) of
such Stock before the later of (a) two years after the Date of Grant
of the Incentive Stock Option or (b) one year after the date the
Holder acquired the Stock by exercising the Incentive Stock Option.
(e) Incentive Stock Option Grants to 10% Stockholders. Notwithstanding
anything to the contrary herein, if an Incentive Stock Option is granted to a
Holder who owns stock representing more than 10% of the voting power of all
classes of stock of the Company or of a Subsidiary, the Option Period shall not
exceed five years from the Date of Grant of such Option and the Option Price
shall be at least 110% of the Fair Market Value (on the Date of Grant) of the
Stock subject to the Option.
(f) $100,000 Per Year Limitation for Incentive Stock Options. To the extent
the aggregate Fair Market Value (determined as of the Date of Grant) of Stock
for which Incentive Stock Options are exercisable for the first time by any
Participant during any calendar year (under all plans of the Company and its
Subsidiaries) exceeds $100,000, such excess Incentive Stock Options shall be
treated as Nonqualified Stock Options.
(g) Reload Options
(i) Reload Options may be granted from time to time by the Committee,
in its sole discretion, in the event a Participant, while
employed by the Company or a Subsidiary, exercises an Option by
the delivery of shares of Stock which have been held by the
Participant for a period of at least six months, or in the event
a
Participant's tax withholding obligations upon exercise of
Options are satisfied by the Company withholding shares of Stock
with an aggregate Fair Market Value equal to the minimum tax
withholding amount due thereon, as provided in Section 10(d)
hereof. Such Reload Options shall entitle the Participant to
purchase that number of shares of Stock equal to the number of
shares of Stock so delivered to, or withheld by, the Company,
provided that the total number of shares covered by any Reload
Options shall not exceed the number of shares subject to the
underlying award to which the grant of the Reload Option relates.
(ii) The price per share of Reload Options shall be the Fair Market
Value per share on the date such Reload Option is granted. The
duration of such Reload Option shall not extend beyond ten years
from the date of grant of the underlying award to which the grant
of the Reload Option relates. Reload Options shall be fully
vested and exercisable on the date of grant. Other specific terms
and conditions applicable to Reload Options granted under the
Plan shall be determined by the Committee.
8. Restricted Stock Awards
(a) Award of Restricted Stock.
(i) The Committee shall have the authority (1) to grant Restricted
Stock, (2) to issue or transfer Restricted Stock to Eligible
Persons, and (3) to establish terms, conditions and restrictions
applicable to such Restricted Stock, including the Restricted
Period, which may differ with respect to each grantee, the time
or times at which Restricted Stock shall be granted or become
vested and the number of shares to be covered by each grant.
Restricted Stock also may be granted in lieu of cash compensation
otherwise payable to Participant.
(ii) The Holder of a Restricted Stock Award shall execute and deliver
to the Company an Award agreement with respect to the Restricted
Stock, which may be in paper or electronic format, setting forth
the restrictions applicable to such Restricted Stock. The
Committee may determine, in its sole discretion, that the
Restricted Stock shall be held in book entry form rather than
delivered to the Holder pending the release of the applicable
restrictions. If a Holder shall fail to execute a Restricted
Stock agreement, the Award shall be null and void. Subject to the
restrictions set forth in Section 9(b), the Holder shall
generally have the rights and privileges of a stockholder as to
such Restricted Stock, including the right to vote such
Restricted Stock. At the discretion of the Committee, cash
dividends and stock dividends, if any, with respect to the
Restricted Stock may be either currently paid to the Holder or
withheld by the Company for the Holder's account. Unless
otherwise determined by the Committee no interest will accrue or
be paid on the amount of any cash dividends withheld. Unless
otherwise determined by the Committee, cash dividends or stock
dividends so withheld by
the Committee shall be subject to forfeiture to the same degree
as the shares of Restricted Stock to which they relate.
(b) Restrictions.
(i) Restricted Stock awarded to a Participant shall be subject to
the following restrictions until the expiration of the
Restricted Period, and to such other terms and conditions as
may be set forth in the applicable Award agreement: (1) if book
entry form is used, the Holder shall not be entitled to
delivery of the stock certificate; (2) the shares shall be
subject to the restrictions on transferability set forth in the
Award agreement; (3) the shares shall be subject to forfeiture
to the extent provided in Section 8(d) and the Award Agreement
and, to the extent such shares are forfeited, the stock
certificates previously delivered to the Holder shall be
returned to the Company, and all rights of the Holder to such
shares and as a shareholder shall terminate without further
obligation on the part of the Company.
(ii) The Committee shall have the authority to remove any or all of
the restrictions on the Restricted Stock whenever it may
determine that, by reason of changes in applicable laws or
other changes in circumstances arising after the date of the
Restricted Stock Award, such action is appropriate.
(iii) Notwithstanding the foregoing, except (i) in extraordinary
circumstances, as determined by the Committee, or (ii) upon
receipt of prior approval by the Company's shareholders, the
Restricted Stock shall be subject to at least a three (3) year
vesting schedule, with 33.3% of the aggregate Restricted Stock
granted vesting in each year, commencing on the first
anniversary of the date of grant.
(c) Restricted Period. The Restricted Period of Restricted Stock shall
commence on the Date of Grant and shall expire from time to time as to that part
of the Restricted Stock indicated in a schedule established by the Committee and
set forth in a written Award agreement.
(d) Forfeiture Provisions. Except to the extent determined by the Committee
and reflected in the underlying Award agreement, in the event a Holder
terminates employment with the Company and all Subsidiaries during a Restricted
Period, that portion of the Award with respect to which restrictions have not
expired shall be forfeited.
(e) Shareholder Rights. Except as otherwise provided in the applicable
Award agreement, a Holder shall have the right to receive dividends and other
rights of a shareholder with respect to awards of Restricted Stock.
(f) Delivery of Restricted Stock. Upon the expiration of the Restricted
Period with respect to any shares of Stock covered by a Restricted Stock Award,
the restrictions set forth in Section 8(b) and the Award agreement shall be of
no further force or effect with respect to shares of Restricted Stock which have
not then been forfeited. If book entry form is used, upon such expiration, the
Company shall
deliver to the Holder, or his beneficiary, without charge, the stock certificate
evidencing the shares of Restricted Stock which have not then been forfeited and
with respect to which the Restricted Period has expired (to the nearest full
share) and any cash dividends or stock dividends credited to the Holder's
account with respect to such Restricted Stock and the interest thereon, if any.
(g) Stock Restrictions. Each certificate representing Restricted Stock
awarded under the Plan shall bear the following legend until the end of the
Restricted Period with respect to such Stock:
"Transfer of this certificate and the shares represented hereby is
restricted pursuant to the terms of a Restricted Stock Agreement, dated as
of _______________, between RenaissanceRe Holdings Ltd. and
____________________. A copy of such Agreement is on file at the offices of
RenaissanceRe Holdings Ltd."
Stop transfer orders shall be entered with the Company's transfer agent and
registrar against the transfer of legended securities.
9. Stock Bonuses
The Committee, in its discretion, may grant Stock Bonuses to any eligible
individual under this Plan in an amount equivalent to the portion of cash bonus
that such eligible individual is willing to forego in order to receive such
Stock Bonus. In addition, the Committee, in its discretion, may grant an
additional number of shares of Restricted Stock, subject to the provisions of
Section 8 above, equal to the portion of the eligible individual's foregone cash
bonus. Any such Stock Bonuses and any related agreements shall contain such
terms and conditions as the Committee deems appropriate. Such Stock Bonuses and
agreements need not be identical.
10. General
(a) Additional Provisions of an Award. Awards under the Plan also may be
subject to such other provisions (whether or not applicable to the benefit
awarded to any other Participant) as the Committee determines appropriate
including, without limitation, provisions to assist the Participant in financing
the purchase of Stock upon the exercise of Options, provisions for the
forfeiture of or restrictions on resale or other disposition of shares of Stock
acquired under any Award, provisions giving the Company the right to repurchase
Awards and/or shares of Stock acquired under any Award, and provisions to comply
with Federal and state securities laws and Federal and state tax withholding
requirements. Any such provisions shall be reflected in the applicable Award
agreement.
(b) Privileges of Stock Ownership. Except as otherwise specifically
provided in the Plan, no person shall be entitled to the privileges of stock
ownership in respect of shares of Stock which are subject to Awards hereunder
until such shares have been issued to that person.
(c) Government and Other Regulations. The obligation of the Company to make
payment of Awards in Stock or otherwise shall be subject to all applicable laws,
rules, and regulations, and to such approvals by governmental agencies as may be
required. Notwithstanding any terms or conditions
of any Award to the contrary, the Company shall be under no obligation to offer
to sell or to sell and shall be prohibited from offering to sell or selling any
shares of Stock pursuant to an Award unless such shares have been properly
registered for sale pursuant to the Securities Act with the Securities and
Exchange Commission or unless the Company has received an opinion of counsel,
satisfactory to the Company, that such shares may be offered or sold without
such registration pursuant to an available exemption therefrom and the terms and
conditions of such exemption have been fully complied with. The Company shall be
under no obligation to register for sale under the Securities Act any of the
shares of Stock to be offered or sold under the Plan. If the shares of Stock
offered for sale or sold under the Plan are offered or sold pursuant to an
exemption from registration under the Securities Act, the Company may restrict
the transfer of such shares and may legend the Stock certificates representing
such shares in such manner as it deems advisable to ensure the availability of
any such exemption.
(d) Tax Withholding. The Company shall have the right to deduct from any
payment to a Holder pursuant to the Plan any federal, state or local income or
other taxes required by law to be withheld in respect thereof. It shall be a
condition to the obligation of the Company to issue stock to a Holder upon the
exercise of an Option by such Holder that such Holder (or any beneficiary or
person entitled to exercise such Option) pay to the Company, upon demand, such
amount as may be requested by the Company for the purpose of satisfying any
liability to withhold federal, state or local income or other taxes. In the
event any such amount so requested is not paid, the Company may refuse to issue
Common Shares to such Holder upon the exercise by such Holder of Options. Unless
the Committee shall in its sole discretion determine otherwise, payment for
taxes required to be withheld may be made in whole or in part by an election by
a Holder, in accordance with such rules as may be adopted by the Committee from
time to time, (i) to have the Company withhold Common Shares otherwise issuable
upon exercise of Options having a Fair Market Value equal to the minimum legally
required tax withholding liability and/or (ii) to tender to the Company Common
Shares held by such Holder for at least six months prior to the date of such
tender and having a Fair Market Value equal to such tax withholding liability.
(e) Claim to Awards and Employment Rights. No individual shall have any
claim or right to be granted an Award under the Plan or, having been selected
for the grant of an Award, to be selected for a grant of any other Award.
Neither the Plan nor any action taken hereunder shall be construed as giving any
individual any right to be retained in the employ or service of the Company or a
Subsidiary.
(f) Designation and Change of Beneficiary. Each Participant may file with
the Committee a written designation of one or more persons as the beneficiary
who shall be entitled to receive the rights or amounts payable with respect to
an Award due under the Plan upon his death. A Participant may, from time to
time, revoke or change his beneficiary designation without the consent of any
prior beneficiary by filing a new designation with the Committee. The last such
designation received by the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Participant's death, and in no event
shall it be effective as of a date prior to such receipt. If no beneficiary
designation is filed by the Participant, the beneficiary shall be deemed to be
the Holder's spouse or, if the Participant is unmarried at the time of death,
the Holder's estate.
(g) Payments to Persons Other Than Participants. If the Committee shall
find that any person to whom any amount is payable under the Plan is unable to
care for his affairs because of illness or accident, or is a minor, or has died,
then any payment due to such person or his estate (unless a prior claim therefor
has been made by a duly appointed legal representative) may, if the Committee so
directs the Company, be paid to his spouse, child, relative, an institution
maintaining or having custody of such person, or any other person deemed by the
Committee to be a proper recipient on behalf of such person otherwise entitled
to payment. Any such payment shall be a complete discharge of the liability of
the Committee and the Company therefor.
(h) No Liability of Committee Members. No member of the Committee shall be
personally liable by reason of any contract or other instrument executed by such
member or on his behalf in his capacity as a member of the Committee nor for any
mistake of judgment made in good faith, and the Company shall indemnify and hold
harmless each member of the Committee and each other employee, officer or
director of the Company to whom any duty or power relating to the administration
or interpretation of the Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim) arising out of any act or omission to act in connection
with the Plan unless arising out of such person's own fraud or willful bad
faith; provided, however, that approval of the Board shall be required for the
payment of any amount in settlement of a claim against any such person. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them harmless.
(i) Governing law. The Plan shall be governed by and construed in
accordance with the internal laws of Bermuda, without regard to the principles
of conflicts of law thereof.
(j) Funding. No provision of the Plan shall require the Company, for the
purpose of satisfying any obligations under the Plan, to purchase assets or
place any assets in a trust or other entity to which contributions are made or
otherwise to segregate any assets, nor shall the Company maintain separate bank
accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes. Holders shall have
no rights under the Plan other than as unsecured general creditors of the
Company, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same
rights as other employees under general law.
(k) Nontransferability. A person's rights and interest under the Plan,
including amounts payable, may not be sold, assigned, donated, or transferred or
otherwise disposed of, mortgaged, pledged or encumbered except, in the event of
a Holder's death, to a designated beneficiary to the extent permitted by the
Plan, or in the absence of such designation, by will or the laws of descent and
distribution. Notwithstanding anything in this Section 10(k) to the contrary,
the Committee may, in its sole discretion, at the time of grant or at any time
thereafter, allow any Participant to transfer to the Participant's "family
members" Options that are not Incentive Stock Options, Restricted Stock, and
shares that are subject to Stock Bonuses granted to such Participant, provided
that such transfer is not for "value." For purposes of this Section 10(k), a
transfer shall not be considered to be made for value if the
transfer is made (i) pursuant to a domestic relations order in settlement of
marital property rights or (ii) to an entity in which more than fifty percent of
the voting interests are owned by the Participant's family members or the
Participant in exchange for an interest in that entity. For purposes of this
Section 10(k), the term "family members" shall mean any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, including adoptive relationships, any person
sharing the Participant's household (other than a tenant or employee), a trust
in which these persons have more than fifty percent of the beneficial interest,
a foundation in which these persons (or the Participant) control the management
of assets, and any other entity in which these persons (or the Participant) own
more than fifty percent of the voting interests. In addition to a transfer not
for "value" as described above, the Committee may, in its sole discretion, at
the time of grant or at any time thereafter, allow any Participant to transfer
to the Participant's "family members" Options that are not ISOs, Restricted
Stock and Bonus Shares granted to such Participant, for "value."
(l) Reliance on Reports. Each member of the Committee and each member of
the Board shall be fully justified in relying, acting or failing to act, and
shall not be liable for having so relied, acted or failed to act in good faith,
upon any report made by the independent public accountant of the Company and its
Subsidiaries and upon any other information furnished in connection with the
Plan by any person or persons other than himself.
(m) Relationship to Other Benefits. No payment under the Plan shall be
taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company or any
Subsidiary except as otherwise specifically provided in such other plan.
(n) Expenses. The expenses of administering the Plan shall be borne by the
Company and its Subsidiaries.
(o) Pronouns. Masculine pronouns and other words of masculine gender shall
refer to both men and women.
(p) Titles and Headings. The titles and headings of the sections in the
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings shall control.
(q) Termination of Employment. For all purposes herein, a person who
transfers from employment or service with the Company to employment or service
with a Subsidiary or vice versa shall not be deemed to have terminated
employment or service with the Company or a Subsidiary.
11. Changes in Capital Structure and Change in Control
Awards under the Plan shall be subject to adjustment or substitution, as
determined by the Board in its reasonable discretion, as to the number, price or
kind of shares or other consideration subject to such Awards or as otherwise
determined by the Board to be equitable (i) in the event of changes in the
outstanding Stock or in the capital structure of the Company, by reason of share
dividends, share splits, recapitalizations, reorganizations, mergers,
consolidations, combinations, exchanges, or other relevant changes in
capitalization occurring after the date of grant of any such Awards or (ii) in
the event of any change in applicable laws or any change in circumstances which
results in or would result in any substantial dilution or enlargement of the
rights granted to, or available for, Participants in the Plan, or which
otherwise warrants equitable adjustment because it interferes with the intended
operation of the Plan. In addition, in the event of any such adjustments,
exchanges or substitution, the aggregate number of Stock available under the
Plan shall be appropriately adjusted, as determined by the Board in its
reasonable discretion.
In the event of a Change in Control, notwithstanding any vesting schedule
provided for hereunder or in any Award agreement, all outstanding Awards shall
automatically vest. In addition, in the event of a Change in Control which, in
the discretion of the Board, is not to be accounted for as a pooling of
interests, all Options which are outstanding on the date of such Change in
Control shall be deemed exercised, and in exchange for outstanding Options,
Participants shall be paid a cash amount based on the difference between (1) the
price per share paid for the Stock in connection with such Change in Control,
and (2) the exercise price per share.
12. Nonexclusivity of the Plan
Neither the adoption of this Plan by the Board nor the submission of this
Plan to the stockholder of the Company for approval shall be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either applicable generally or only in specific cases.
13. Amendments and Termination
The Board may at any time terminate the Plan. Subject to Section 11, with
the express written consent of an individual Participant, the Board or the
Committee may cancel or reduce or otherwise alter outstanding Awards if, in its
judgment, the tax, accounting, or other effects of the Plan or potential payouts
thereunder would not be in the best interest of the Company. The Board or the
Committee may, at any time, or from time to time, amend or suspend and, if
suspended, reinstate, the Plan in whole or in part; provided, however, that
without further stockholder approval neither the Board nor the Committee shall
make any amendment to the Plan which would:
(a) Increase the maximum number of shares of Stock which may be issued
pursuant to Awards, except as provided in Section 11; or
(b) Change the class of persons eligible to receive Incentive Stock Options
under the Plan.
* * *