OPTION GRANT NOTICE AND AGREEMENT
RenaissanceRe Holdings, Ltd. (the "Company"), pursuant to its Amended
and Restated Non-Employee Director Stock Plan, as amended and restated effective
June 1, 2002 (the "Plan"), hereby grants to the Holder options (the "Options")
to purchase the number of Shares set forth below. The Options are subject to all
of the terms and conditions set forth herein, as well as all of the terms and
conditions of the Plan, all of which are incorporated herein in their entirety.
Capitalized terms not otherwise defined herein shall have the same meaning as
set forth in the Plan. In the event of a conflict or inconsistency between the
terms and provisions of the Plan and the provisions of this Grant Notice and
Agreement (this "Grant Notice"), the Plan shall govern and control.
HOLDER: ______________
DATE OF GRANT: ______________
NUMBER OF SHARES UNDERLYING
THE OPTIONS: ______________
EXERCISE PRICE PER SHARE
$_____________
EXPIRATION DATE: ______________
VESTING SCHEDULE: Subject to the Holder's continued membership
on the Board, the Options shall vest and
become exercisable as to one-third (1/3) of
the Shares on each of the first, second and
third anniversaries of the Date of ▇▇▇▇▇.
TERMINATION OF MEMBERSHIP: In the event of a termination of the Holder's
membership on the Board (i) by reason of the
death or permanent disability of the Holder,
or (ii) if the Holder is requested, by the
Board, to resign ▇▇▇▇▇▇'s membership on the
Board for any reason other than for cause,
including without limitation because of
▇▇▇▇▇▇'s resignation in conjunction with
guidelines or policies of the Board with
respect to retirement age, all Options which
have not vested as of the date of such
termination shall become immediately vested.
In the event of a termination of the Holder's
membership on the Board (i) for cause, or
(ii) by the Holder on his or her own accord,
all Options which have not vested as of the
date of such termination shall be forfeited
as of such date.
The Holder shall have a period of up to 90
days within which to exercise any Options
which were vested as of the date of
termination. Any Options that are not
exercised within the
permissible exercise periods shall lapse and
be cancelled to the extent not so exercised
ADDITIONAL TERMS: Options shall be subject to the following
additional terms:
o Each Share purchased through the exercise
of Options shall be paid for in full at
the time of exercise (i) in cash or cash
equivalents, (ii) by tendering previously
owned Shares with a Fair Market Value
equal to the exercise price, (iii)
pursuant to brokerage arrangements
approved by the Board providing for
simultaneous exercise of Options and sale
of Shares, or (iv) by any combination of
(i) through (iii) above.
o As promptly as practical after the
Holder's Options are exercised and fully
payment of such purchase price and any
required income tax withholding amount is
received, the Company shall issue or
transfer to the Holder the number of
Shares with respect to which Options have
been so exercised, and shall cause the
Shares to be registered in the Holder's
name.
o The Company shall have the right with
respect to tax withholding in accordance
with Section 8 of the Plan, the terms of
which are incorporated herein by reference
and made a part hereof.
o The Options granted hereunder are not
intended to be incentive stock options
within the meaning of Section 422 of the
Code.
o This Grant Notice does not confer upon the
Holder any right to continue to serve as a
director of the Company.
o This Grant Notice shall be construed and
interpreted in accordance with the laws of
Bermuda, without regard to the principles
of conflicts of law thereof.
[Signatures to appear on the following page.]
THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THE PLAN, AND, AS AN EXPRESS
CONDITION TO THE GRANT OF OPTIONS UNDER THIS GRANT NOTICE, AGREES TO BE BOUND BY
THE TERMS OF BOTH THE GRANT NOTICE AND THE PLAN.
RENAISSANCERE HOLDINGS LTD. HOLDER
By:
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Signature Signature
Title: Date:
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Date:
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