PXRE GROUP LTD.
1992 OFFICER INCENTIVE PLAN
AS AMENDED AND RESTATED
SECTION 1. GENERAL PROVISIONS
1.1 NAME AND GENERAL PURPOSE. The name of this plan is the PXRE Group
Ltd. 1992 Officer Incentive Plan (hereinafter called the "Plan"). The purpose of
the Plan is to enable PXRE Group Ltd. (the "Company") and its affiliates to
retain and attract officers who contribute to the success of the Company by
their ability, ingenuity and industry, and to enable such officers to
participate in the growth of the Company by giving them a proprietary interest
in the Company.(1)
1.2 DEFINITIONS.
(a) "AFFILIATE" means any corporation or other entity as to which the
Company possesses a direct or indirect ownership interest and has power to
exercise control, including a Subsidiary.
(b) "BOARD" means the Board of Directors of the Company.
(c) "CHANGE OF CONTROL" has the meaning provided in Section 4.2(c) of
the Plan.
(d) "CODE" means the Internal Revenue Code of 1986, as amended.
(e) "COMPANY" means PXRE Group Ltd. (or any successor corporation).
(f) "COMMITTEE" means the Committee referred to in Section 1.3 of the
Plan. The functions of the Committee specified in the Plan may also be exercised
by the Board (without regard to whether directors are "non-employee directors"
within the meaning of Rule 16b-3 or any successor rule ("Rule 16b-3") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")).
Notwithstanding the foregoing, with respect to a Participant who is likely to be
a "covered employee" at the end of the fiscal year in which an Option is
exercised for purposes of Section 162(m) of the Code, the functions of the
Committee specified in the Plan that must be exercised by "outsider directors"
under Section 162(m) shall be exercised only by a committee appointed by the
Board that consists of two or more "outside
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(1) The Plan was originally a plan of PXRE Corporation, a Delaware
corporation ("PXRE Corp."), which provided, among other things, for the
grant of PXRE Corp. common stock. Pursuant to an Agreement and Plan of
Merger dated as of July 7, 1999 among the Company, PXRE Corp. and PXRE
Merger Corp., PXRE Corp. reorganized so that, among other things, the
Company, a Bermuda corporation, became the parent holding company for
PXRE Corp. As a result of the reorganization, each outstanding share of
PXRE Corp. under the Plan was automatically converted into one common
share of the Company. Additionally, pursuant to the reorganization, the
Company assumed all of the obligations of PXRE Corp. under the Plan.
directors" (as defined in the interpretative regulations).
(g) "FAIR MARKET VALUE" as of any day means the average of the high and
low prices per share quoted for Shares on the New York Stock Exchange on such
date. If the Shares are not publicly traded, Fair Market Value shall be
determined by the Committee in a manner consistent with the requirements of
Section 422(b)(4) of the Code.
(h) "OPTION" means any option to purchase Shares under Section 2 of the
Plan.
(i) "PARTICIPANT" means any officer of the Company or of an Affiliate
who is selected by the Committee to participate in the Plan.
(j) "PERMANENT DISABILITY" means a permanent and total disability
within the meaning of Section 22(e)(3) of the Code.
(k) "PLAN" means the PXRE Group Ltd. 1992 Officer Incentive Plan.
(l) "RESTRICTED PERIOD" has the meaning provided in Section 3.2(a) of
the Plan.
(m) "RESTRICTED SHARE" has the meaning provided in Section 3 of the
Plan.
(n) "RETIREMENT" means separation from the Company or an Affiliate with
the consent of the Company or Affiliate on or after attaining age 65.
(o) "SHARES" mean the common shares, par value $1.00 per share, of the
Company.
(p) "SUBSIDIARY" means any corporation as to which the Company owns
directly or indirectly fifty percent (50%) or more of the total combined voting
power of all classes of its stock.
1.3 ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Committee, which shall consist of two or more members appointed by the Board who
are "non-employee directors" within the meaning of Rule 16b-3 and, as
applicable, are "outside directors" for purposes of Section 162(m) of the Code.
The Committee shall serve at the pleasure of the Board and have such powers as
the Board may, from time to time, confer upon it. Subject to this Section 1.3,
the Committee shall have sole and complete authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing the operation of
the Plan as it shall, from time to time, deem advisable, to interpret the terms
and provisions of the Plan and to correct any defect, supply any omission or
reconcile any inconsistency in the Plan. Any decision or action taken by the
Board (or any members thereof) or the Committee arising out of or in connection
with the construction, administration, interpretation or effect of the Plan
shall be conclusive and binding upon all Participants and any person claiming
under or through any Participant.
Members of the Committee shall not receive compensation for their
services as members but all expenses and liabilities they incur in connection
with the administration of the Plan shall be borne by the Company. The Committee
may employ attorneys, consultants, appraisers, brokers or other persons. The
Committee, the Company and the officers and directors of the Company shall be
entitled to rely upon the
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advice, opinions or evaluations of any such persons. No member of the Board or
of the Committee shall be liable for any act or action, whether of commission or
omission, taken by any other member or by an officer, agent or employee, nor for
anything done or omitted to be done by such director except resulting from his
own gross negligence or willful misconduct.
The Committee shall keep minutes of its meetings and of actions taken
by it without a meeting. A majority of the Committee shall constitute a quorum,
and the acts of a majority of the members present at any meeting at which a
quorum is present, or acts approved in writing by all of the members of the
Committee without a meeting, shall constitute the acts of the Committee.
1.4 ELIGIBILITY. All officers of the Company or any Affiliate which are
selected by the Committee shall be Participants in the Plan.
1.5 SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 4.1, the aggregate number of Shares (i) to be issued upon exercise of
all Options granted pursuant to the Plan and (ii) to be awarded as Restricted
Shares pursuant to the Plan shall not exceed 1,750,000. Such Shares may be
authorized but unissued Shares or treasury Shares. Shares subject to, but not
issued under, any Option terminating or expiring for any reason prior to its
exercise in full, or Restricted Shares which are forfeited prior to the lapse of
the Restricted Period, will again be available for Options or Restricted Share
awards thereafter granted during the balance of the term of the Plan.
1.6 AUTHORITY OF COMMITTEE. Subject to the provisions of the Plan, the
Committee shall have the sole and complete authority to determine (i) the
Participants to whom Options and Restricted Shares shall be granted; (ii) the
number of Shares to be covered by each grant; (iii) the time or times at which
Options shall be granted and exercisable; (iv) the time or times at which
Restricted Shares shall be granted and become nonforfeitable; and (v) the
conditions and limitations, if any, in addition to or in substitution of those
set forth in Sections 2, 3 and 4 hereof, applicable to the exercise of an Option
or vesting of Restricted Shares, including, without limitation, the nature and
duration of the restrictions, if any, to be imposed upon the sale or other
disposition of Shares acquired upon exercise of an Option or receipt of
Restricted Shares. It is contemplated that grants of Options and/or Restricted
Shares shall be granted no more frequently than annually.
SECTION 2. OPTIONS
2.1 TYPES OF OPTIONS. Options granted under the Plan may be of two
types, a non-qualified stock option ("Non-Qualified Option"), and an incentive
stock option ("Incentive Stock Option"). The Committee shall have the authority
to grant Non-Qualified Options, or to grant Incentive Stock Options, or to grant
both types of Options to any Participant, provided, however, that only
Participants employed by the Company or a Subsidiary shall receive Incentive
Stock Options. To the extent that any Option is not designated as an Incentive
Stock Option, it shall constitute a separate Non-Qualified Option.
It is intended that the Incentive Stock Options granted hereunder shall
constitute incentive stock options within the meaning of Section 422(b) of the
Code and shall be subject to the tax treatment described in Section 421 of the
Code. Anything in the Plan to the contrary notwithstanding, no provision of this
Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify either the Plan or any Incentive Stock Option
under Section 422 of the Code.
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2.2 OPTION PRICE. The price of Shares purchased upon exercise of
Options granted pursuant to the Plan (including Non-Qualified Options) shall be
no less than the Fair Market Value thereof as of the date that the Option is
granted. If an employee owns or is deemed to own (by reason of the attribution
rules applicable under Section 425(d) of the Code) more than 10% of the combined
voting power of all classes of the stock of the Company or a Subsidiary and an
Option granted to such employee is intended to qualify as an Incentive Stock
Option within the meaning of Section 422(b) of the Code, the option price shall
be no less than 110% of the Fair Market Value of the Shares on the date the
Option is granted.
The purchase price, plus any required Federal income tax or other
withholding amount, shall be paid in full in cash or by certified check or, if
authorized by the Committee in the Stock Option Agreement, Shares of the Company
when the Option is exercised, and certificates evidencing Shares will be
delivered only against such payment.
The Committee may provide in the Stock Option Agreement that an
optionee may satisfy the Company's withholding tax requirements by electing to
have the Company withhold Shares otherwise issuable to the optionee which have a
Fair Market Value on the Tax Date equal to or less than the amount required to
be withheld. The difference, if any, between the withholding amount and the Fair
Market Value of the Shares retained by the Company in satisfaction thereof must
be paid in cash by the Participant. The election shall be irrevocable and shall
be subject to the approval of the Committee. For this purpose, "Tax Date" means
the date which tax is determined due to the exercise of a Non-Qualified Option.
Any Shares withheld in payment of taxes shall not be available for use in
subsequent Option grants or Restricted Share awards.
2.3 STOCK OPTION AGREEMENTS. Options shall be evidenced by agreements
("Stock Option Agreements") on the terms and conditions set forth in the Plan
and on such other terms and conditions as the Committee may deem advisable. Each
Stock Option Agreement shall specify the number of Shares subject to the Option,
the date or dates on which such Option shall become exercisable, the expiration
date of such Option, the designation of such Option as an Incentive Stock Option
or a Non-Qualified Option, the exercise price of such Option and the date of the
grant of the Option.
2.4 NON-QUALIFIED OPTIONS.
(a) TERM OF OPTION. Each Non-Qualified Option shall be for a term of
not more than ten years from the date of grant.
(b) EXERCISE.
(i) Subject to Section 4.2 and the Committee's discretion,
each Non-Qualified Option by its terms shall require the optionee to remain in
the continuous employ of the Company or an Affiliate for at least one year from
the date of grant of the Option before the option shall be exercisable, except
in the event that the optionee's employment with the Company or Affiliate
terminates as a result of Retirement, Permanent Disability or death.
(ii) Subject to the Committee's discretion, a Non-Qualified
Option shall not be exercisable by the optionee unless, at the time of exercise,
such optionee is an employee of the Company or an Affiliate, except that, upon
termination of employment with the Company or Affiliate, the optionee may
exercise an Option (1) to the extent of any unexercised Shares, whether or not
the optionee was
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entitled to do so at the termination of his employment, at any time within three
years thereafter if the termination of employment results from Retirement or
Permanent Disability, or (2) to the extent that the optionee was entitled to do
so at the termination of his employment, at any time within three months
thereafter if the termination of employment results from a cause other than
Retirement, Permanent Disability or death.
(iii) Subject to the Committee's discretion, in the event of
the death of an optionee while an employee of the Company or an Affiliate, such
optionee's estate or any person who acquired the right to exercise such Option
by bequest or inheritance or by reason of the death of the Optionee may exercise
such optionee's Option to the extent of all unexercised Shares, whether or not
the optionee was entitled to do so at the time of his death, at any time within
three years following his date of death.
(iv) Subject to the Committee's discretion, if the optionee
dies within three months after termination of employment with the Company or any
Affiliate other than resulting from Retirement or Permanent Disability or within
three years after such termination in the case of Retirement or Permanent
Disability, such optionee's estate or any person who acquired the right to
exercise such Option by bequest or inheritance or by reason of the death of the
optionee may exercise (to the extent that the optionee was entitled to do so at
the termination of his employment) such optionee's Option at any time within the
period ending on the later of (1) the last day of the period within which the
optionee could have exercised such option but for his death or (2) the first
anniversary of the optionee's death.
(v) Notwithstanding any of the foregoing, in no event shall an
Option be exercisable in whole or in part after the termination date provided in
the Stock Option Agreement.
(c) TRANSFERABILITY. Non-Qualified Options shall not be transferable
otherwise than by will or by the laws of descent and distribution, and shall be
exercisable during the optionee's lifetime only by the optionee or, if legally
incapacitated, by the optionee's duly appointed guardian or legal
representative.
(d) VESTING. The Committee may, in its sole discretion, provide for the
vesting schedule, if any, applicable to the Option, in an optionee's Stock
Option Agreement. The Committee may also, in its sole discretion, permit the
acceleration of the time to exercise the Option or any installments thereof.
2.5 INCENTIVE STOCK OPTIONS.
(a) TERM OF OPTION. Except as otherwise provided herein, each Incentive
Stock Option shall be for a term of not more than ten years from the date of
grant, except that if any employee owns or is deemed to own (by reason of the
attribution rules of Section 425(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company or any Subsidiary and an
Incentive Stock Option is granted to such employee, the term of such Option
shall be no more than five years from the date of grant.
(b) ANNUAL LIMIT. The aggregate Fair Market Value of the Shares
(determined as of the date of grant) with respect to which Options intended to
be and designated as Incentive Stock Options under the Plan (or any other stock
option plan of the Company or any Subsidiary) are exercisable for the first time
by any employee in any calendar year shall not exceed $100,000.
(c) EXERCISE.
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(i) Subject to Section 4.2 and the Committee's discretion,
each Incentive Stock Option by its terms shall require the optionee to
remain in the continuous employ of the Company or an Affiliate for at
least one year from the date of grant of the Option before the Option
shall be exercisable, except in the event that the optionee's
employment with the Company or Affiliate terminates as a result of
Retirement, Permanent Disability or death.
(ii) Subject to the Committee's discretion, an Incentive Stock
Option shall not be exercisable by the Optionee unless, at the time of
exercise, such optionee is an employee of the Company or an Affiliate
except that upon termination of employment with the Company or
Affiliate the optionee may exercise an Incentive Stock Option (1) to
the extent of all unexercised Shares, whether or not the optionee was
entitled to do so at the termination of his employment, at any time
within three years thereafter if the termination of his employment
results from Retirement or Permanent Disability, or (2) to the extent
that the optionee was entitled to do so at the termination of his
employment, at any time within three months thereafter if the
termination of employment results from a cause other than Retirement,
Permanent Disability or death. However, the Committee shall advise the
optionee that, under current law, the exercise of an Incentive Stock
Option will be treated for federal income tax purposes as an exercise
of a Non-Qualified Option if he exercises the option (A) more than
three months after the termination of his employment with the Company
or a Subsidiary other than by reason of Permanent Disability or death,
or (B) more than one year after the termination of his employment with
the Company or a Subsidiary by reason of Permanent Disability.
(iii) Subject to the Committee's discretion, in the event of
the death of an optionee while an employee of the Company or an
Affiliate, such optionee's estate or any person who acquired the right
to exercise such Option by bequest or inheritance or by reason of the
death of the Optionee may exercise such optionee's Option to the extent
of all unexercised Shares, whether or not the optionee was entitled to
do so at the time of his death, at any time within three years
following his date of death.
(iv) Subject to the Committee's discretion, if the optionee
dies within three months after termination of employment with the
Company or any Affiliate other than resulting from Retirement or
Permanent Disability or within three years after such termination in
the case of Retirement or Permanent Disability, such optionee's estate
or any person who acquired the right to exercise such Option by bequest
or inheritance or by reason of the death of the Optionee may exercise
(to the extent that the optionee was entitled to do so at the
termination of his employment) such optionee's Option at any time
within the period ending on the later of (1) the last day of the period
within which the optionee could have exercised such Option but for his
death or (2) the first anniversary of the optionee's death. However,
the Committee shall advise the optionee or other person entitled
hereunder to exercise the Option, that, under current law, if he was
not an employee of the Company or a Subsidiary either at the time of
his death or within three months before such time, the exercise by his
estate or the person who acquired the right to exercise such Option by
bequest or inheritance or by reason of the death of the optionee will
be treated for federal income tax purposes as the exercise of a
Non-Qualified Option.
(v) Notwithstanding any of the foregoing, in no event shall an
Option be exercisable in whole or in part after the termination date
provided in the Stock Option Agreement.
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(d) TRANSFERABILITY. Incentive Stock Options shall not be transferable
otherwise than by will or by the laws of descent and distribution, and shall be
exercisable during the optionee's lifetime only by the optionee or, if legally
incapacitated, by the optionee's duly appointed guardian or representative.
(e) VESTING. The Committee may, in its sole discretion, provide for the
vesting schedule, if any, applicable to the Option, in an optionee's Stock
Option Agreement. The Committee may, in its sole discretion, permit the
acceleration of the time to exercise an Option or any installments thereof.
2.6 STATUS OF OPTIONEES. An optionee shall not be, nor have any of the
rights or privileges of, a holder of Shares purchasable upon the exercise of an
Option unless and until certificates representing such Shares have been issued
to such optionee.
2.7 MAXIMUM AWARD. The maximum number of Shares for which Options may
be awarded to any Participant in any fiscal year of the Company shall be 100,000
Shares.
SECTION 3. RESTRICTED SHARES
3.1 RESTRICTED SHARE GRANTS. All Restricted Shares shall be subject to
the following terms and conditions and to any other terms and conditions not
inconsistent with the Plan as may be prescribed by the Committee in its sole
discretion and contained in the agreement between the Company and the
Participant relating to such Shares (the "Restricted Share Agreement").
3.2 RESTRICTED SHARE AGREEMENT.
(a) DELIVERY OF RESTRICTED SHARES. Unless otherwise determined by the
Committee in its sole discretion, the Company shall transfer from its treasury
Shares or from its authorized but unissued Shares to each Participant receiving
a Restricted Share award, the number of Shares specified in the Restricted Share
Agreement, and shall hold the certificates representing such Shares for the
Participant for the period during which such Shares are subject to the
restrictions provided by the Committee in the Restricted Share Agreement (the
"Restricted Period"). Restricted Shares may not be sold, assigned, transferred,
pledged, hypothecated or otherwise encumbered by a Participant during the
Restricted Period, except as hereinafter provided. Except for the restrictions
set forth herein and unless otherwise determined by the Committee, a Participant
shall have all the rights of a stockholder with respect to his or her Restricted
Shares, including but not limited to the right to vote and the right to receive
dividends (which if in Shares shall be restricted under the same terms and
conditions as the Shares to which they relate).
(b) LEGEND. Each certificate for Shares transferred or issued to a
Participant under a Restricted Share Agreement shall be registered in the name
of the Participant and shall bear the following (or a similar) legend:
"THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE PXRE GROUP
LTD. 1992 OFFICER INCENTIVE PLAN (THE "PLAN") APPLICABLE TO RESTRICTED
SHARES AND TO THE RESTRICTED SHARE AGREEMENT DATED ________________
(THE "AGREEMENT"), AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED,
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ASSIGNED, HYPOTHECATED, OR OTHERWISE DISPOSED OF OR ENCUMBERED IN ANY
MANNER DURING THE RESTRICTED PERIOD SPECIFIED IN SUCH AGREEMENT. COPIES
OF SUCH PLAN AND AGREEMENT ARE ON FILE WITH THE SECRETARY OF THE
COMPANY."
3.3 LAPSE OF RESTRICTED PERIOD. The Restricted Period shall commence
upon the award of Restricted Shares and, unless sooner terminated as otherwise
provided herein, shall continue for such period of time as specified by the
Committee in the Restricted Share Agreement.
(a) RETIREMENT, DEATH OR DISABILITY. Unless the Committee shall
otherwise provide in the Restricted Share Agreement (and subject to Section
3.3(c) and (d) hereof), the Restricted Period covering all Shares transferred to
a Participant under the Plan shall immediately lapse upon such Participant's
termination of employment due to Retirement, death or Permanent Disability.
(b) TERMINATION OF EMPLOYMENT. Unless the Committee shall otherwise
provide in the Restricted Share Agreement, if a Participant ceases to be
employed by the Company other than due to Retirement, death or Permanent
Disability, all Shares owned by such Participant for which the Restricted Period
has not lapsed shall revert back to the Company upon such termination and shall
be available for grant in subsequent Restricted Share awards. Authorized leaves
of absence or absence in military service shall constitute employment for this
purpose.
(c) WAIVER OF FORFEITURE PROVISIONS. The Committee, in its sole and
absolute discretion (but subject to the provisions of Section 3.3(d) hereof),
may waive the forfeiture provisions in respect of all or some of the Restricted
Shares awarded to a Participant.
(d) EXCHANGE ACT LIMITATIONS. In the case of any Participant subject to
the reporting requirements of Section 16 of the Exchange Act, no Shares received
under a Restricted Share award may be sold, assigned, pledged or otherwise
transferred for the period of time after the date such Restricted Share award
was granted as is specified in Rule 16b-3, if applicable.
(e) ISSUANCE OF NEW CERTIFICATES. Upon the lapse of the Restricted
Period with respect to any Shares, such Shares shall no longer be subject to the
restriction imposed in the Restricted Share Agreement, and the Company shall
issue new share certificates respecting such shares registered in the name of
the Participant without the legend described in Section 3.2(b) in exchange for
those previously issued.
3.4 WITHHOLDING TAX. Upon the lapse of the Restricted Period for any
Shares, the Company shall withhold from the Participant's Shares sufficient
Shares to cover the amount which the Company is required to withhold under any
applicable Federal or other tax law. The number of Shares withheld shall be the
number of whole Shares the value of which, based on the Fair Market Value of the
Shares on the day the Restricted Period lapses, does not exceed the applicable
withholding tax. The Company may withhold any remaining amount required to
satisfy its withholding tax requirement from other compensation due to the
Participant or may require the Participant to give the Company a check for such
amount before delivering new certificates. Any Shares withheld in payment of
taxes shall not be available for use in subsequent Option grants or Restricted
Share awards.
SECTION 4. OTHER PROVISIONS
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4.1 ADJUSTMENTS IN AUTHORIZED SHARES AND IN OUTSTANDING OPTIONS. In the
event the outstanding Shares are increased or changed into or exchanged for a
different number or kind of shares of capital stock or other securities of the
Company by reason of any stock dividend or split, recapitalization,
reclassification, merger, consolidation, combination of Shares or other
corporate change, the Committee shall make such substitution or adjustment, if
any, as it deems to be equitable, in the number or kind of Shares or other
securities as to which Options or Restricted Share awards may be granted under
Section 1.5 and in the number of Shares or the exercise price under unexercised
Options granted prior to such change.
In the case of any such substitution or adjustment, the aggregate
Option price in each Stock Option Agreement of all the Shares covered thereby
prior to such substitution or adjustment shall be the Option price for all the
shares or other securities substituted for such Shares or to which such Shares
are adjusted, and the Option price per share after such substitution or
adjustment shall be determined accordingly; provided, however, that no such
determination shall obligate the Company to issue or sell fractional shares or
other securities.
4.2 ACCELERATION AND SETTLEMENT ON CERTAIN CHANGES.
(a) ACCELERATION. Notwithstanding any other provisions of the Plan,
upon the earlier of (i) a "Change of Control" of the Company (as defined below),
or (ii) the Shares of the Company ceasing to be publicly traded, any unexercised
portion of an Option shall become exercisable, and any Restricted Period with
respect to Restricted Shares shall lapse.
(b) OPTIONAL SURRENDER RIGHTS.
(i) The Committee may, in its sole discretion, grant to
optionees who are subject to Section 16(b) of the Exchange Act in
conjunction with Options, either at the time of grant or, with the
consent of the optionee, by amendment thereafter, the right to elect up
to 60 days following a Change of Control (other than where a person
becomes a person described in Section 4.2(c)(i) after March 19, 1992,
by acquiring from Phoenix Home Life Mutual Insurance Company or an
affiliate ("Phoenix Home Life") in a private transaction Shares equal
to the number of shares owned by Phoenix Home Life on March 19, 1992)
to surrender all or part of his or her Options and to receive a cash
payment equal to the greater of (A) the excess of the fair market value
of the Shares subject to the Options surrendered over the exercise
price for such Shares, or (B) except for Incentive Stock Options, the
excess of the per Share net worth (determined in accordance with
generally accepted accounting principles consistently applied as of the
close of the Company's next preceding fiscal year) of the Shares to
which the surrendered Option or portion thereof pertains on the date of
surrender over the per Share net worth of such Shares on the date that
the Option was granted. For this purpose, "fair market value" with
respect to Shares subject to Non-Qualified Options means the higher of
(1) the highest weekly weighted average trading price for the Shares
during a calendar week which is included in the 90-day period ending on
the date of such election and in which the average weekly reported
volume of trading in the Shares is equal to or greater than the mean of
the weekly reported volumes of trading in the Shares during such 90-day
period, or (2) if the Change of Control occurs as a result of a
transaction described in Section 4.2(c)(i), the highest price per share
shown on Schedule 13D or an amendment thereto filed pursuant to Section
13(d) of the
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Exchange Act by any person (as defined in Section 4.2(c)(i) holding 30%
or more of the combined voting power of the Company's then outstanding
voting securities, or (C) if the Change of Control occurs as a result
of shareholder approval of a transaction described in Section
4.2(c)(ii), the highest price paid or to be paid per share pursuant to
such transaction as determined by the Committee. With respect to Shares
subject to an Incentive Stock Option, "fair market value" means Fair
Market Value as provided in Section 1.2(g). Payment of such amount,
less applicable withholding taxes, shall be made by the Company to the
optionee in cash, subject to the applicable provisions of Rule 16b-3
under the Exchange Act as then in effect, promptly upon the receipt by
the Committee of the optionee's election.
(ii) An optionee may, if at the time of the grant or, with the
consent of the optionee, by amendment thereafter, the Committee so
determines in its sole discretion, elect up to 60 days following the
date the Shares cease to be publicly traded (except where the stock is
delisted due to fraud or other misconduct of the Company's management)
to surrender all or part of his Options and to receive a cash payment
equal to the greater of (A) the excess of the fair market value of the
Shares subject to such surrendered Options over the exercise price for
such Shares, or (B) except for Incentive Stock Options, the amount
determined using the per Share net worth valuation method in Section
4.2(b)(i) as of the surrender date. For this purpose, "fair market
value" means the highest weekly weighted average trading price for the
Shares during a calendar week which is included in the 90-day period
ending on the date the Shares cease to be publicly traded and in which
the average weekly reported volume of trading in the Shares is equal to
or greater than the mean of the weekly reported volumes of trading in
the Shares during such 90-day period, except that with respect to
Shares which are subject to an Incentive Stock Option it shall mean
Fair Market Value as provided in Section 1.2(g) on the date of
surrender. Payment of such amount, less applicable withholding taxes,
shall be made by the Company in cash promptly upon the receipt by the
Committee of the optionee's election.
(iii) If an optionee does not make an election under part (i)
or (ii) on or before the 60th day following a Change of Control
described in Section 4.2(c)(ii) or (iii) or the date the Shares cease
to be publicly traded (except where the stock is delisted due to fraud
or other misconduct of the Company's management), as the case may be,
the optionee shall be deemed to have made such an election as of such
60th day, he shall receive the cash payment which he would have
received had he made an election on such date, all of his Options and
surrender rights shall be deemed to have been canceled as of such date,
and his sole right under the Plan shall be to receive such cash
payment, subject to applicable withholding taxes. In the case of an
optionee who does not have an election under part (i) and whose Option
is unexercised in whole or part on the 60th day following a Change of
Control described in Section 4.2(c)(ii) or (iii), the optionee shall
receive a cash payment with respect to his unexercised Option
determined under the foregoing as if he had had an election, and had
made it, on such 60th day, and his rights under the Plan thereafter
shall solely be those provided to an optionee subject to the first
sentence in this part (iii).
(iv) An optionee who is subject to Section 16(b) of the
Exchange Act may not exercise an election under this subsection (b):
(A) during the first six months of the respective terms of the election
and the Option to which it is related (unless an earlier election is
permitted under Rule 16b- 3(e)) and (B) in any manner which is not in
compliance with Rule 16b-3(e).
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(v) An election shall not be transferable other than by will
or by the laws of descent and distribution and shall be exercisable
during the optionee's lifetime only by the optionee or, if legally
incapacitated, by the optionee's duly appointed guardian or
representative.
(c) CHANGE OF CONTROL. For the purposes hereof, a "Change of
Control" of the Company shall be deemed to have occurred if:
(i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act other than the Company and other than Phoenix
Home Life or an affiliate thereof) becomes the "beneficial owner" (as
determined for purposes of Regulation 13-D under the Exchange Act as
currently in effect), directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power of the
Company's then outstanding securities; or
(ii) the stockholders of the Company approve (A) any merger or
consolidation of the Company with any other corporation, other than a
merger or consolidation with Transnational Re Corporation in which the
Company is the surviving entity or a merger or consolidation which
would result in the holders of the voting securities of the Company
outstanding immediately prior thereto holding immediately thereafter
securities representing more than 80% of the combined voting power of
the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or (B) any
sale or other disposition (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the
Company; or
(iii) the stockholders of the Company approve a plan or
proposal for the liquidation or dissolution of the Company; or
(iv) during any period of two consecutive years (not including
any period prior to March 19, 1992), individuals who at the beginning
of such period constitute the entire Board of Directors of the Company
and any new director, whose election to the Board or nomination for
election to the Board by the Company's stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in office
who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease
for any reason to constitute a majority of the Board.
4.3 NON-ALIENATION OF BENEFITS. Except as herein specifically provided,
no Option, no Restricted Share, and no right or interest under the Plan shall be
subject to transfer, assignment, pledge, charge or other alienation, whether
voluntary or involuntary, and any attempt to transfer, assign, pledge, charge or
otherwise alienate the same shall be null and void and of no effect. If any
Participant or other person entitled to benefits hereunder should attempt to
assign, pledge, charge or otherwise alienate any right or interest hereunder,
then such benefits shall, in the discretion of the Committee, cease.
4.4 ADMINISTRATION EXPENSES. The Company shall bear the entire expense
of administering the Plan.
4.5 AMENDMENT. The Board or the Committee may, from time to time,
amend, suspend or terminate any or all of the provisions of the Plan, provided,
however, without an optionee's approval, no change may be made which would
prevent an Incentive Stock Option granted under the Plan from
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qualifying as an Incentive Stock Option under Section 422 of the Code, result in
a "modification" of the Incentive Stock Option under Section 424(h) of the Code
or otherwise adversely alter or impair any right granted to any Participant
prior to such action.
Subject to the terms of the Plan, the Committee may modify, extend or
renew outstanding Options or Restricted Shares in any manner, including without
limitation, to change the date or dates as of which an Option becomes
exercisable, accept the exchange of outstanding Options (to the extent not
theretofore exercised) for the granting of new Options in substitution therefor,
or accelerate the lapse of the Restricted Period applicable to Restricted
Shares. However, the Committee shall not modify any rights or obligations under
any outstanding Option or Restricted Share without the consent of the
Participant.
4.6 CONTINUATION OF EMPLOYMENT. Participation in the Plan will not
confer upon any employee any right to continue in the employ of the Company or
any Affiliate or limit, in any way, the right of the Company or any Affiliate to
terminate a Participant's employment with the Company or Affiliate, at any time.
Nothing contained in the Plan shall prohibit the Company or any Subsidiary or
Affiliate from establishing other additional incentive compensation arrangements
for employees of the Company or such Subsidiary or Affiliate.
4.7 COMPLIANCE WITH APPLICABLE LAW. Notwithstanding any other provision
of the Plan, the Company shall not be under any obligation to distribute any
Shares, unless the Committee has determined that it may do so without violation
of the applicable federal or state laws pertaining to the issuance of
securities, and the Company may require any certificates evidencing such Shares
to bear a legend (in addition to the legend required by Section 3.2(b) hereof),
may give its transfer agent instructions, and may take such other steps, as in
its judgment are reasonably required to prevent any such violation. No Shares
shall be issued under the Plan unless the Participant first enters into an
agreement with the Company providing for compliance by the Participant with all
such applicable laws.
The Plan shall be governed by and construed in accordance with the laws
of New York.
4.8 EFFECTIVE DATE. This Plan was originally adopted by the Board of
Directors of PXRE Corporation, a Delaware corporation, on March 19, 1992.(2) The
Plan shall terminate on May 21, 2002.
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(2) The Plan was approved by the affirmative vote of the holders of a
majority of the outstanding shares of PXRE Corporation common stock
present in person or represented by proxy at the 1992 Annual Meeting of
Stockholders of PXRE Corporation. See Footnote 1.
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