Exhibit
10.2
ASPEN INSURANCE HOLDINGS LIMITED
NON-EMPLOYEE
DIRECTOR
NONQUALIFIED SHARE OPTION AGREEMENT
THIS
AGREEMENT (the ‘‘Agreement’’), is made
effective as of the day of
, 2006
(hereinafter called the ‘‘Date of Grant’’),
between Aspen Insurance Holdings Limited, a Bermuda corporation
(hereinafter called the ‘‘Company’’), and
(hereinafter
called the
‘‘Participant’’):
RECITALS:
WHEREAS,
the Company has adopted the Aspen Insurance Holdings Limited 2006 Stock
Option Plan for Non-Employee Directors (the
‘‘Plan’’), which Plan is incorporated
herein by reference and made a part of this Agreement. Capitalized
terms not otherwise defined herein shall have the same meanings as in
the Plan; and
WHEREAS, the Committee has determined that it would
be in the best interests of the Company and its shareholders to grant
the stock options provided for herein to the Participant pursuant to
the Plan and the terms set forth herein.
NOW THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the
parties agree as follows:
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| 1. |
Grant of the
Option. The Company hereby grants to the Participant the right and
option to purchase, on the terms and conditions hereinafter set forth,
all or any part of an aggregate of
Shares (the
‘‘Option’’), subject to adjustment as set
forth in the Plan. The purchase price of the Shares subject to the
Option shall be $ per Share (the
‘‘Option Price’’). |
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| 2. |
Vesting. |
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(a) |
Subject to the Participant’s continued
Service as a director of the Company, Shares underlying the Option
shall become vested on the third anniversary of the Date of Grant. |
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(b) |
In connection with any event described in
Section 7(a) of the Plan or in the event of a change in applicable
accounting rules, the Committee shall make such substitutions or
adjustments in the terms of the Option, if any, as it shall determine
shall be necessary to equitably reflect such event in order to prevent
dilution or enlargement of the potential benefits of the Option. The
Committee’s determination as to any such adjustment or
substitution shall be final. |
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(c) |
If the
Participant’s Service with the Company is terminated for any
reason and the Option is not then vested, it shall be canceled by the
Company without consideration. |
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| 3. |
Exercise of
Option. |
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(a) |
Right to Exercise. Once the
Option has vested it shall become immediately exercisable. |
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(b) |
Period of Exercise. Subject to the provisions of
the Plan and this Agreement, the Participant may exercise all or any
part of the vested Option at any time prior to the earliest to occur
of: |
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(i) |
the tenth anniversary of the
Date of Grant; |
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(ii) |
the first
anniversary of the Participant’s termination of Service other
than for Cause; and |
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(iii) |
the date
of the Participant’s termination of Service by the Company for
Cause. |
For purposes of this Agreement,
‘‘Cause’’ shall mean (i)
Participant’s engagement in misconduct which is materially
injurious to the Company or any of its Affiliates,
(ii) Participant’s continued failure to substantially
perform his or her duties as a director to the Company or any of its
Affiliates, (iii)
Participant’s repeated dishonesty in
the performance of his or her duties as a director to the Company or
any of its Affiliates, or (iv) Participant’s commission of an
act or acts constituting any fraud against, or misappropriation or
embezzlement from the Company or any of its Affiliates. The
determination of the existence of Cause shall be made by the Committee
in good faith.
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(i) |
Subject to Section
3(b), the vested Option may be exercised by delivering to the Company
at its principal office written notice of intent to so exercise;
provided that the Option may be exercised with respect to whole Shares
only. Such notice shall specify the number of Shares for which an
Option is being exercised and the method of payment of the Option
Price. The Option Price for the Shares as to which the Option is
exercised shall be paid to the Company, as designated by the Committee,
pursuant to one or more of the following methods (subject in each case
to such conditions or restrictions as the Committee may prescribe): (A)
in cash or its equivalent (e.g., by check); (B) in Shares having a Fair
Market Value equal to the aggregate Option Price for the Shares being
purchased and satisfying such other requirements as may be imposed by
the Committee; (C) partly in cash and partly in such Shares; (D) by
delivery of irrevocable instructions to a broker to sell Shares
obtained upon the exercise of the Option and to deliver promptly to the
Company an amount out of the proceeds of such sale equal to the
aggregate Option Price for the Shares being purchased; or (E) by such
other means as the Committee may prescribe. The Participant shall not
have any right to dividends or other rights of a shareholder with
respect to Shares subject to the Option until the Participant has given
written notice of exercise of the Option, paid in full for such Shares
and, if applicable, has satisfied any other conditions imposed by the
Committee pursuant to the
Plan. |
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(ii) |
Notwithstanding any other
provision of the Plan or this Agreement to the contrary, the Option may
not be exercised prior to the completion of any registration or
qualification of the Option or the Shares under applicable state and
federal securities or other laws, or under any ruling or regulation of
any governmental body or national securities exchange that the
Committee shall in its sole discretion determine to be necessary or
advisable. |
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(iii) |
Upon the
Company’s determination that the Option has been validly
exercised as to any of the Shares, the Company shall issue certificates
in the Participant’s name for such Shares. However, the Company
shall not be liable to the Participant for damages relating to any
delays in issuing the certificates to him, any loss of the
certificates, or any mistakes or errors in the issuance of the
certificates or in the certificates
themselves. |
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(iv) |
In the event of the
Participant’s death, subject to Section 6, the vested Option
shall remain exercisable by the Participant’s executor or
administrator, or the person or persons to whom the
Participant’s rights under this Agreement shall pass by will or
by the laws of descent and distribution as the case may be, to the
extent set forth in Section 3(b). Any heir or legatee of the
Participant shall take rights herein granted subject to the terms and
conditions hereof. |
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| 4. |
No Right to Continued
Service. The granting of the Option evidenced hereby and this
Agreement shall impose no obligation on the Company or any Affiliate to
continue the Service of the Participant and shall not lessen or affect
the Company’s or its Affiliate’s right to terminate the
Service of such Participant. |
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| 5. |
Legend on
Certificates. The certificates representing the Shares purchased
by exercise of the Option shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the
Plan or the rules, regulations, and other requirements of the U.S.
Securities and Exchange Commission, any stock exchange upon which such
Shares are listed, and any applicable laws, and the Committee may cause
a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions. |
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| 6. |
Transferability. |
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(a) |
The
Option may not be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by the Participant otherwise than
by will or by the laws of descent and distribution, and any such
purported assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the Company or any
Affiliate; provided that the designation of a beneficiary shall not
constitute an assignment, alienation, pledge, attachment, sale,
transfer or encumbrance; provided, further, that, upon written request
by the Participant, the Committee may, subject to such rules as the
Committee may adopt, permit the Option to be transferred or assigned by
the Participant to (i) the Participant’s spouse, children or
grandchildren (including adopted and stepchildren and grandchildren)
(collectively, the ‘‘Immediate Family’’);
(ii) a trust primarily for the benefit of the Participant and/or
members of his or her Immediate Family (a ‘‘Family
Trust’’); (iii) a partnership or limited liability
company or other entity whose only partners or other equity owners are
a Family Trust, the Participant and/or his or her Immediate Family
members; or (iv) such Participant’s employer in the event the
Participant is a non-employee director who is required to transfer any
compensation received as non-employee director to his or her employer
(each transferee described in clauses (i), (ii), (iii) and (iv) above
is hereinafter referred to as a ‘‘Permitted
Transferee’’). The request by the Participant shall
describe the terms and conditions of the proposed transfer and the
Committee shall notify the Participant in writing if such a transfer
will be permitted. |
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(b) |
Following a permitted
transfer described in Section 6(a) above, all terms of the Option shall
apply to the Permitted Transferee and any reference in the Plan and in
the Agreement to a Participant shall be deemed to refer to the
Permitted Transferee, except that (i) Permitted Transferees shall not
be entitled to transfer the Option, other than by will or the laws of
descent and distribution, (ii) Permitted Transferees shall not
be entitled to exercise any transferred Option unless there shall be in
effect a registration statement on an appropriate form covering the
shares to be acquired pursuant to the exercise of such Option if the
Committee determines that such a registration statement is necessary or
appropriate, (iii) the Committee or the Company shall not be required
to provide any notice to a Permitted Transferee, whether or not such
notice is or would otherwise have been required to be given to the
Participant under the Plan or otherwise; provided that, if such notice
is not provided to the Permitted Transferee, such notices are delivered
by the Company to the Participant, and (iv) the consequences of
termination of the Participant’s Service under the terms of the
Plan and the Agreement shall continue to be applied with respect to the
Participant, following which the transferred Option shall be
exercisable by the Permitted Transferee only to the extent, and for the
periods, specified in the Plan and the Agreement. No permitted transfer
of the Option to heirs, legatees or the employer of the Participant
shall be effective to bind the Company unless the Committee shall have
been furnished with written notice thereof and a copy of such evidence
as the Committee may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the
terms and conditions hereof. |
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(c) |
Except as
otherwise described in this Section 6, during the Participant’s
lifetime, the Option is exercisable only by the
Participant. |
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| 7. |
Withholding. The
Participant may be required to pay to the Company or any Affiliate and
the Company shall have the right and is hereby authorized to withhold,
any applicable withholding taxes in respect of the Option, its exercise
or any payment or transfer under or with respect to the Option and to
take such other action as may be necessary in the opinion of the
Committee to satisfy all obligations for the payment of such
withholding taxes. |
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| 8. |
Securities Laws.
Upon the acquisition of any Shares pursuant to the exercise of an
Option, the Participant will make or enter into such written
representations, warranties and agreements as the Committee may
reasonably request in order to comply with applicable securities laws
or with this Agreement. |
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| 9. |
Notices. Any
notice necessary under this Agreement shall be addressed to the Company
in care of its Secretary at the principal executive office of the
Company and to the Participant at the address appearing in the
personnel records of the Company for the Participant or to either party
at such other address as either party hereto may hereafter designate in
writing to the other. Any such notice shall be deemed effective upon
receipt thereof by the addressee. |
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| 10. |
Choice of
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF BERMUDA, WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES. |
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| 11. |
Option Subject to the
Plan. By entering into this Agreement the Participant agrees and
acknowledges that the Participant has received and read a copy of the
Plan. The Option is subject to the Plan (including without limitation
the arbitration provision), and the terms and provisions of the Plan,
as it may be amended from time to time, are hereby incorporated herein
by reference. In the event of a conflict between any term or provision
contained herein and a term or provision of the Plan, the applicable
terms and provisions of the Plan will govern and
prevail. |
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| 12. |
Rights as a Shareholder. The
Participant shall have no rights as a shareholder, and shall not
receive dividends, with respect to any Shares subject to the Option
until the Option has been exercised and Share certificates have been
issued to the Participant. |
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| 13. |
Signature in
Counterparts. This Agreement may be signed in counterparts, each
of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. |
IN
WITNESS WHEREOF, the parties hereto have executed this
Agreement.
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ASPEN INSURANCE HOLDINGS
LIMITED |
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By: |
AGREED
AND ACKNOWLEDGED AS
OF THE DATE FIRST ABOVE
WRITTEN:
Participant