Exhibit 10.6
August 4, 2004
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▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇. ▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇▇▇:
I am writing this letter (the "Letter Agreement") to confirm the terms and
conditions of your employment with Platinum Underwriters Reinsurance, Inc., a
Maryland corporation ("Platinum"), which is an indirect wholly owned subsidiary
of Platinum Underwriters Holdings, Ltd., a Bermuda corporation ("Holdings").
This Agreement supersedes the employment agreement between you and The St. ▇▇▇▇
Companies, Inc. dated May 2, 2002, which was assigned to and assumed by Platinum
effective November 1, 2002, as the same agreement may have been amended (the
"Employment Agreement"), except to the extent specifically incorporated herein
by reference.
(1) Term of Employment.
The term of your employment under this Letter Agreement will commence as
of August 1, 2004 (the "Effective Date") and, subject to termination as provided
in Section 11, shall end on the fifth anniversary of the Effective Date;
provided that on the fifth anniversary of the Effective Date and each
anniversary thereafter, the term of your employment shall automatically be
extended by an additional year unless Platinum or you give the other party
written notice, at least 90 days prior to the applicable anniversary of the
Effective Date, that you or it does not want the term to be so extended. Such
employment period, as extended, shall hereinafter be referred to as the "Term."
If your employment is continued beyond the Term, it shall have the status of
"employment at will."
(2) Title and Duties.
During the Term, you will serve as President of Platinum and will have
such duties and responsibilities and authority as those normally associated with
such position, plus any additional duties, responsibilities and authority
assigned to you by the Chairman of the Board of Directors of Platinum (the
"Board").
(3) Base Salary.
During the Term, Platinum will pay you a base salary at an annual rate
("Base Salary") as follows:
Twelve Month Period Commencing: Base Salary
------------------------------- -----------
Effective Date US$575,000
First Anniversary of the Effective Date US$625,000
Second Anniversary of the Effective Date US$675,000
Third Anniversary of the Effective Date US$750,000; and
Fourth Anniversary of the Effective Date US$750,000
In the event that you are appointed President and Chief Executive Officer
of Holdings, it is agreed that this Letter Agreement will be assigned to
Holdings, you will relocate to Bermuda as soon as practicable and your Base
Salary will be increased to $750,000, effective upon such appointment, for the
balance of the Term. Your Base Salary shall be payable in accordance with
payroll practices as in effect from time to time at Platinum or Holdings, as the
case may be, and shall be subject to applicable withholdings and taxes.
(4) Bonus.
During each fiscal year of the Term, you will be eligible for an annual
performance bonus ("Annual Bonus") pursuant to the terms of Holdings' annual
incentive plan, a copy of which has previously been provided to you (the "Bonus
Plan"). Your Annual Bonus will have an incentive target equal to 100% of Base
Salary (the "Target Bonus") with the range of bonus payout to be from 0% to 200%
of Base Salary, depending upon the achievement of performance objectives
established under Bonus Plan. The Annual Bonus will be paid in accordance with
the terms of the Bonus Plan following the end of the applicable fiscal year,
which currently provides for payment fifty percent (50%) in cash and fifty
percent (50%) in restricted share units, the form of which shall be
substantially as set forth in Exhibit A hereto ("Bonus RSUs"), or other equity
rights, as determined by the Compensation Committee of the Board (the
"Committee"), and subject to the terms and conditions as the Committee shall
require.
(5) Grant of Restricted Shares.
On the date hereof, you will be granted by Holdings under the terms of
Holdings' 2002 Share Incentive Plan a restricted share award (the "Restricted
Shares") with respect to 98,531 common shares, par value $0.01 per share, of
Holdings (the "Common Shares") (equal to $2,750,000 divided by the Fair Market
Value of the Common Shares on the date of grant). The Restricted Shares will
vest in equal annual installments on each of the first five anniversaries of the
Effective Date, based on your continued employment with Platinum or Holdings, or
their subsidiaries and affiliates. The specific terms of the Restricted Shares
will be provided for in a Restricted Share award agreement between you and
Holdings that has been approved by the Committee under the 2002 Share Incentive
Plan, substantially in the form attached hereto as Exhibit B.
(6) Long-Term Incentive Plan Awards.
Holdings has established a long-term incentive plan for key employees of
Holdings and its subsidiaries known as the Executive Incentive Plan, a copy of
which has previously
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been provided to you (the "LTIP"). You will be a participant in the LTIP. During
each year of the Term, it is expected that you will be granted a target annual
award opportunity of 100% of your annual base salary, payable in the form of
Common Shares, or their equivalent, on the fifth anniversary of the award date
if certain performance objectives are achieved by Holdings (each an "LTIP
Award"). It is expected that your first LTIP Award will be made in March 2005.
The actual amount of any LTIP Award, and the terms and conditions of such LTIP
Award, will be determined by the Committee in its sole discretion, in accordance
with the terms of the LTIP. You will receive payment of any accrued LTIP Award
if you remain employed by Platinum until the date determined by the Committee
for payment in accordance with the terms of the LTIP; provided, however that
each outstanding LTIP Award shall vest immediately in the event you terminate
your employment during the Term for "Good Reason" (as defined below) or if your
employment is terminated during the Term by Platinum without "Cause," (as
defined below) and, subject to the achievement by Holdings of the performance
objectives relating to such LTIP Award as determined in accordance with the
terms of the LTIP, such LTIP Award shall be payable within 90 days following the
Committee's ratification of the financial results for the Performance Cycle (as
defined in the LTIP), on a prorated basis reflecting the period of service by
you during the Performance Cycle.
(7) Share Ownership Guidelines.
You will be required to accumulate 100,000 Common Shares in accordance
with the Share Ownership Guidelines adopted by the Board of Directors of
Holdings before selling any Common Shares received under any of Holdings'
compensation plans, subject to certain exceptions set forth in the guidelines.
(8) Employee Benefits.
During the Term, you will be eligible to participate in the employee
benefit plans that are generally available to senior executives of Platinum or
Holdings, as the case may be, subject to the terms and conditions of such plans.
The Board reserves the right to amend or terminate any employee benefit plan at
any time, and to adopt any new plan.
(9) Holdings Expatriate Benefits.
If you should accept a position with Holdings and relocate to Bermuda,
Holdings will reimburse you up to a maximum of $50,000 for the costs and
expenses reasonably incurred by you (including duty taxes) within the first
twelve months of your relocation to Bermuda and thereafter Holdings will during
the Term reimburse you and your family for first class round trip air travel to
the United States on up to four occasions per annum. In addition, upon your
establishment of a residence in Bermuda, Holdings will provide you during the
Term with a housing and living allowance of US$25,000 per month and a car
allowance of US$700 per month. You will be responsible for any tax liability
associated with these payments.
(10) Business Expenses.
During the Term, Platinum or Holdings, as the case may be, shall reimburse
you for all reasonable expenses and disbursements in carrying out your duties
and responsibilities
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under this Letter Agreement in accordance with their respective policies for
senior executives as in effect from time to time.
(11) Termination of Employment.
a. Termination for Good Reason or Without Cause. If you terminate
your employment during the Term for Good Reason or if your
employment is terminated during the Term by Platinum without
Cause,: (i) you will receive, immediately upon the
effectiveness of any such termination, a lump sum cash payment
equal to the sum of (A) one year's Base Salary and Target
Bonus and (B) any earned but unpaid Base Salary or other
amounts (including reimbursable expenses and any vested
amounts or benefits under Platinum's otherwise applicable
employee benefit plans or programs) accrued or owing through
the date of termination under the terms of the applicable
arrangement; and (ii) your Bonus RSUs, LTIP Awards, and the
Restricted Shares will vest in accordance with their
respective terms set forth in the exhibits hereto. The
foregoing payment and vesting will be conditioned upon you
executing and honoring a standard waiver and release of claims
in favor of Platinum in a form determined by Platinum.
b. Termination Other than for Good Reason; Termination for Cause.
If you terminate your employment during the Term other than
for Good Reason, or if your employment is terminated by
Platinum or Holdings, as the case may be, during the Term for
Cause, all Bonus RSUs, LTIP Awards, and the Restricted Shares
will be forfeited in accordance with their respective terms
set forth in the exhibits hereto and you will receive no
further payments, compensation or benefits under this Letter
Agreement, except you will be eligible to receive, upon the
effectiveness of such termination, amounts (including
reimbursable expenses and any vested amounts or benefits under
Platinum's employee benefit plans or programs) accrued or
owing prior to the effectiveness of such termination. .
c. Death or Disability. Upon the termination of your employment
during the Term on account of your death or Disability: (i)
you or your beneficiaries will receive (A) any unpaid Base
Salary through the date of termination plus a pro-rata portion
through the date of termination of your Target Bonus for the
year of termination and (B) all other unpaid amounts
(including reimbursable expenses and any vested amounts or
benefits under Platinum's or Holdings' employee benefit plans
or programs) accrued or owing prior to the effectiveness of
such termination under the terms of the applicable
arrangement; and (ii) your Bonus RSUs, LTIP Awards, and the
Restricted Shares will vest in accordance with their
respective terms set forth in the exhibits hereto.
d. Definitions.
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(i) Cause. For purposes of this Letter Agreement, "Cause"
means (i) your willful and continued failure to
substantially perform your duties hereunder; (ii) your
conviction of, or plea of guilty or nolo contendere to,
a felony or other crime involving moral turpitude; (iii)
your engagement in any malfeasance or fraud or
dishonesty of a substantial nature in connection with
your position with Platinum, Holdings or its
subsidiaries, or other willful act that materially
damages the reputation of Platinum, Holdings or its
subsidiaries; or (iv) prior to the accumulation of
100,000 Common Shares by you, the sale, transfer or
hypothecation by you during the Term of Common Shares
issued upon the exercise of share options granted to you
during your employment with Platinum and Holdings, or
the sale, transfer or hypothecation by you of Common
Shares issued in connection with the Bonus RSUs and the
Restricted Shares, in each case without the prior
approval of the Board of Directors of Holdings, and
subject to the exception that you may sell up to 50% of
the shares issued in connection with the Bonus RSUs and
Restricted Shares for purposes of satisfying your tax
liabilities with respect to the vesting of these awards.
(ii) Good Reason. For purposes of this Letter Agreement,
"Good Reason" means, without your express written
consent (i) Platinum or Holdings, as the case may be,
reduces your Base Salary or your Target Bonus; (ii)
Platinum or Holdings, as the case may be, reduces the
scope of your duties, responsibilities or authority;
(iii) you are required to report to anyone other than
the Chairman of the Board of Directors of Platinum or
the Board of Directors of Holdings, as the case may be;
(iv) you are required to be principally based other than
in Platinum's offices in New York or Holdings offices in
Bermuda, as the case may be; (v) Platinum or Holdings,
as the case may be, breaches any other material
provision of this Letter Agreement; (vi) Platinum or
Holdings, as the case may be, elects not to extend the
Term as provided herein or (vii) the Board of Directors
of Holdings has not appointed you Chief Executive
Officer of Holdings on or prior to the third anniversary
of the Effective Date; provided, however, that if you
voluntarily consent to any reduction or change described
above in lieu of exercising your right to resign for
Good Reason and deliver such consent to Platinum in
writing, then such reduction, transfer or change shall
not constitute "Good Reason" hereunder, but you shall
have the right to resign for Good Reason under this
Letter Agreement as a result of any subsequent reduction
described above.
(iii) Disability. For purposes of this Letter Agreement,
"Disability" means a termination of your employment by
Platinum or Holdings, as the case may be, if you have
been rendered incapable of performing your duties by
reason of any medically determined physical or mental
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impairment that can be expected to result in death or
that can be expected to last for a period of either (i)
six or more consecutive months from the first date of
your absence due to the disability or (ii) nine or more
months during any twelve-month period.
(12) Covenants.
In exchange for the remuneration outlined above, in addition to providing
service to Platinum as set forth in this Letter Agreement, you agree to the
following covenants, which you agree are intended to survive the Term and any
termination or expiration of this Letter Agreement:
a. Confidentiality. During the period of your employment and for
all periods following any termination of your employment for
any reason, you will keep confidential any trade secrets and
confidential or proprietary information of Holdings (and its
subsidiaries and affiliates) which are now known to you or
which hereafter may become known to you as a result of your
employment or association with Platinum or Holdings, as the
case may be, and will not at any time, directly or indirectly
disclose any such information to any person, firm or
corporation, or use the same in any way other than in
connection with the business Holdings (or its subsidiaries or
affiliates) during, and at all times after, the termination of
your employment. For purposes of this Letter Agreement, "trade
secrets and confidential or proprietary information" means
information unique to Holdings (or its subsidiaries or
affiliates) which has a significant business purpose and is
not known or generally available from sources outside Holdings
(or its subsidiaries or affiliates) or typical of industry
practice, but shall not include any of the foregoing (i)
information that becomes a matter of public record or is
published in a newspaper, magazine or other periodical
available to the general public, other than as a result of any
act or omission of you or (ii) information that is required to
be disclosed by any law, regulation or order of any court or
regulatory commission, department or agency, provided that you
give prompt notice of such requirement to Holdings (or its
subsidiaries or affiliates), as appropriate, to enable
Holdings (or its subsidiaries or affiliates), as appropriate,
to seek an appropriate protective order or confidential
treatment.
b. Non-Competition. You further covenant that during the period
of your employment with Platinum or Holdings, as the case may
be, and for the fifteen month period following termination of
such employment for any reason, you will not, without the
express written approval of Holdings, anywhere where Platinum
(or its subsidiaries of affiliates) has engaged in business
during the term of your employment with Platinum or Holdings,
for yourself or on behalf of any other person, partnership,
company or corporation, directly or indirectly, acquire any
financial or beneficial interest, be employed by, or own,
manage, operate or control, or serve as a director of, any
entity which is primarily engaged in the (i) reinsurance
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business or (ii) any other business in which Platinum, its
subsidiaries or affiliates has or is engaged or plans to
engage; provided, however, you may have an interest in up to
2% of the capital stock of a corporation whose capital stock
is traded publicly.
c. Non-Solicitation. You further covenant that during the term of
your employment with Platinum or Holdings, as the case may be,
and during the fifteen month period following termination of
such employment for any reason, you will not, without the
express written approval of Holdings, directly or indirectly,
hire, or cause to be hired by an enterprise with which you may
ultimately become associated, any senior executive of Holdings
(or its subsidiaries or affiliates) at the time of termination
of your employment with Platinum or Holdings (defined for such
purposes to include executives that report directly to you or
that report directly to such executives that report directly
to you).
d. Enforcement. You acknowledge that if you breach any provision
of this Section 12, Platinum (or its subsidiaries or
affiliates) will suffer irreparable injury. It is therefore
agreed that Platinum (or its subsidiaries or affiliates) shall
have the right to enjoin any such breach, without posting any
bond, if permitted by a court of the applicable jurisdiction.
You hereby waive the adequacy of a remedy at law as a defense
to such relief. The existence of this right to injunctive, or
other equitable relief, shall not limit any other rights or
remedies which Platinum (or its subsidiaries or affiliates)
may have at law or in equity including, without limitation,
the right to monetary, compensatory and punitive damages. You
acknowledge and agree that the provisions of this Section 12
are reasonable and necessary for the successful operation of
Platinum. In the event an arbitrator or a court of competent
jurisdiction determines that you have breached your
obligations in any material respect under this Section 12,
Platinum, in addition to pursuing all available remedies under
this Letter Agreement, at law or otherwise, and without
limiting its right to pursue the same shall cease all payments
to you under this Letter Agreement. If any provision of this
Section 12 is determined by a court of competent jurisdiction
to be not enforceable in the manner set forth in this Letter
Agreement, you and Platinum agree that it is the intention of
the parties that such provision should be enforceable to the
maximum extent possible under applicable law. If any
provisions of this Section 13 are held to be invalid or
unenforceable, such invalidation or unenforceability shall not
affect the validity or enforceability of any other provision
of this Letter Agreement (or any portion thereof).
(13) Miscellaneous Provisions.
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a. This Letter Agreement constitutes the entire agreement between
you and Platinum with respect to the subject matter hereof and
supercedes any and all prior agreements or understandings
between you and Platinum or any of its affiliates with respect
to the subject matter hereof, whether written or oral,
including, without limitation, the Employment Agreement. This
Letter Agreement may not be amended or terminated without the
prior written consent of you and Platinum.
b. This Letter Agreement may be executed in any number of
counterparts which together will constitute but one agreement.
c. This Letter Agreement will be binding on and inure to the
benefit of our respective successors and, in your case, your
heirs and other legal representatives. Other than as provided
herein, the rights and obligations described in this Letter
Agreement may not be assigned by either party without the
prior written consent of the other party.
d. Subject to Section 12(d) of this Letter Agreement, all
disputes arising under or related to this Letter Agreement
will be settled by arbitration under the Commercial
Arbitration Rules of the American Arbitration Association then
in effect as the sole and exclusive remedy of either party.
Such arbitration shall be held in New York City. Any judgment
on the award rendered by such arbitration may be entered in
any court having jurisdiction over such matters. Each party's
costs and expenses of such arbitration, including reasonable
attorney fees and expenses, shall be borne by such party,
unless you are, in whole, and not in part, the prevailing
party in the award entered in such arbitration, in which case,
all such costs and expenses shall be borne by Platinum.
e. All notices under this Letter Agreement will be in writing and
will be deemed effective when delivered in person, or five (5)
days after deposit thereof in the mails, postage prepaid, for
delivery as registered or certified mail, addressed to the
respective party at the address set forth below or to such
other address as may hereafter be designated by like notice.
Unless otherwise notified as set forth above, notice will be
sent to each party as follows:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, to:
The address maintained in Platinum's records
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Platinum, to:
Platinum Underwriters Holdings, Ltd.
The Belvedere Building
▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇: General Counsel
In lieu of personal notice or notice by deposit in the mail, a party may
give notice by confirmed telegram, telex or fax, which will be effective upon
receipt.
f. This Letter Agreement will be governed by and construed and
enforced in accordance with the laws of the State of New York
without reference to rules relating to conflict of laws.
This Letter Agreement supercedes any inconsistent provisions of any plan or
arrangement that would otherwise be applicable to you to the extent such
provisions would limit any rights granted to you hereunder or expand any
restrictions imposed on you hereby.
This Letter Agreement is intended to be a binding obligation upon Platinum
and yourself. If this Letter Agreement correctly reflects your understanding,
please sign and return one copy to me for Platinum's records.
Platinum Underwriters Reinsurance, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇
Chairman of the Board
Platinum Underwriters Holdings, Ltd.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇
President and Chief Executive Officer
The above Letter Agreement correctly reflects our understanding, and I hereby
confirm my agreement to the same.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Dated as of August 4, 2004
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Exhibit A
___________, 20__
RE: AWARD AGREEMENT FOR RESTRICTED SHARE UNITS
Dear _________________________:
In recognition of your performance with Platinum Underwriters Holdings,
Ltd. or its subsidiaries (collectively, "Platinum") during 20__, you have been
awarded _____ Restricted Share Units ("RSUs") under Platinum's Annual Incentive
Plan (the "AIP"). The terms of the AIP are incorporated herein by reference,
including the definitions of terms contained in the AIP.
RSUs are notional units denominated in Common Shares, which represent a
nontransferable, unfunded, unsecured deferred compensation obligation of
Platinum. An RSU will accrue dividends at the same time and in the same amount
as dividends are paid on a Common Share. RSU dividends will be credited to you
as additional RSUs calculated at the price per Common Share on the date the
dividends are paid, rounded up in the nearest whole RSU. Please note, however,
that an RSU may not be sold, assigned, transferred, encumbered, hypothecated or
pledged by you. In addition, RSUs do not have any voting rights.
On the Exchange Date (as defined below), Holdings will issue to you one
Common Share for each of your RSUs, reduced by an amount in cash equal to your
tax withholding obligation, if applicable; provided, however, that upon a Change
in Control, Platinum will pay you on the date of the Change in Control an amount
in cash equal to the number of your RSUs multiplied by the Fair Market Value of
the Common Shares on the date of such Change in Control, subject to applicable
withholding. If your employment with Platinum terminates prior to the Exchange
Date, however, your RSUs will be forfeited; except in the event that (i) your
employment with Platinum has terminated because of your death or Disability or
(ii) your employment with Platinum has been terminated by you for Good Reason or
by Platinum without Cause. The "Exchange Date" is the earlier of (i) the date
that is 6 months from the date hereof or (ii) the first business day which is 15
days after the date of your death or Disability or termination by you for Good
Reason or by Platinum without Cause, or such other date as may be agreed to by
you (or your beneficiaries) and Platinum.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF NEW YORK, WITHOUT REGARD TO CHOICE-OF-LAW RULES.
PLATINUM UNDERWRITERS HOLDINGS, LTD.
By: ______________________________________
Name:
Agreed and accepted:
By: ______________________________________
Name:
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Exhibit B
PLATINUM UNDERWRITERS HOLDINGS, LTD.
RESTRICTED SHARE AWARD AGREEMENT
RESTRICTED SHARE AWARD AGREEMENT (this "Agreement"), dated as of August 4,
2004 (the "Date of Grant"), between Platinum Underwriters Holdings, Ltd., a
Bermuda corporation (the "Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Grantee").
Capitalized terms used herein but not defined shall have the meanings attributed
to them in the Company's 2002 Share Incentive Plan (the "Plan").
Pursuant to the Plan, the Company has authorized the execution and
delivery of this Agreement. A copy of the Plan as in effect on the Date of Grant
has been supplied to the Grantee, and the Grantee hereby acknowledges receipt
thereof.
Section 1. Restricted Share Award. The Company grants to the
Grantee, on the terms and conditions hereinafter set forth, a restricted share
award with respect to 98,531 shares of the common stock of the Company, par
value $.01 per share (the "Restricted Shares").
Section 2. Vesting of Restricted Shares. Subject to Section 3
hereof, the Restricted Shares shall become vested and nonforfeitable based on
the continued employment of the Grantee with the Company or a Subsidiary in
accordance with the following vesting schedule:
Vesting Date Number of Shares
------------ ----------------
1. August 1, 2005 19,707
2. August 1, 2006 19,706
3. August 1, 2007 19,706
4. August 1, 2008 19,706
5. August 1, 2009 19,706
Section 3. Termination of Employment. If the Grantee's employment
with the Company or any Subsidiary is terminated prior to the occurrence of any
otherwise applicable vesting date provided in Section 2 hereof, the Grantee
shall (i) forfeit his interest in the Restricted Shares that have not yet become
vested, (ii) assign, transfer, and deliver any certificates evidencing ownership
of such shares to the Company, and (iii) cease for all purposes to be a
stockholder with respect to such shares. Notwithstanding the foregoing, if the
Grantee's employment is terminated by the Grantee for "Good Reason" or by the
Company or any of its Subsidiaries without "Cause" (each as defined in the
Grantee's employment agreement dated August 4, 2004 (the "Employment
Agreement")), or as a result of the Grantee's death or "Disability" (as defined
in the Employment Agreement), then the transfer restrictions and
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forfeiture conditions imposed hereunder on any unvested Restricted Shares shall
immediately lapse and all such unvested Restricted Shares shall become fully
vested without regard to the vesting requirements set forth in Section 2 hereof.
Section 4. Rights as a Stockholder. Subject to the otherwise
applicable provisions of this Agreement, the Grantee will have all rights of a
stockholder with respect to the Restricted Shares granted to the Grantee
hereunder, including the right to vote the shares and receive all dividends and
other distributions paid or made with respect thereto.
Section 5. Restrictions on Transfer. Neither this Agreement nor any
Restricted Shares covered hereby may be sold, assigned, transferred, encumbered,
hypothecated or pledged by the Grantee, otherwise than to the Company, unless as
of the date of any such sale, assignment, transfer, encumbrance, hypothecation
or pledge, such Restricted Shares to be thus disposed of have become vested in
accordance with Section 2 hereof. The certificate or certificates representing
shares delivered pursuant to this Agreement shall bear a legend referring to the
nontransferability or assignability of such shares pursuant to this Section, and
a stop-transfer order against such certificate or certificates will be placed by
the Company with its transfer agents and registrars. At the discretion of the
Committee, in lieu of issuing a stock certificate to the Grantee, the Company
may hold the Restricted Shares in escrow during the period such shares remain
subject to the vesting restrictions and other restrictions provided hereunder.
Section 6. Investment Representation. Upon acquisition of Restricted
Shares at a time when there is not in effect a registration statement under the
Securities Act of 1933 relating to the Common Shares, the Grantee hereby
represents and warrants, and by virtue of such acquisition shall be deemed to
represent and warrant, to the Company that the Restricted Shares shall be
acquired for investment and not with a view to the distribution thereof, and not
with any present intention of distributing the same, and the Grantee shall
provide the Company with such further representations and warranties as the
Company may require in order to ensure compliance with applicable federal and
state securities, blue sky and other laws. No Restricted Shares shall be
acquired unless and until the Company and/or the Grantee shall have complied
with all applicable federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies
having jurisdiction, unless the Committee has received evidence satisfactory to
it that the Grantee may acquire such shares pursuant to an exemption from
registration under the applicable securities laws. Any determination in this
connection by the Committee shall be final, binding and conclusive. The Company
reserves the right to legend any certificate for Common Shares, conditioning
sales of such shares upon compliance with applicable federal and state
securities laws and regulations.
Section 7. Changes in Common Shares. If there shall occur any
recapitalization, reclassification, stock dividend, extraordinary dividend,
stock split, reverse stock split, or other distribution with respect to the
Common Shares, or any merger, reorganization, consolidation or other change in
corporate structure affecting the Common Shares, the Committee may, in the
manner and to the extent that it deems appropriate and equitable to the Grantee
and consistent with the terms of the Plan, cause an adjustment in (i) the number
and kind of shares subject to the Award and (ii) any other terms of the Award
that are affected by the event.
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Section 8. No Right of Continued Service. Nothing in this Agreement
shall confer upon the Grantee any right to continue as an employee of the
Company or any Subsidiary or to interfere in any way with any right of the
Company to terminate the Grantee's employment at any time.
Section 9. Section 83(b) Election; Withholding. The Grantee may make
an election under Section 83(b) of the Code with respect to the grant of
Restricted Shares by filing a copy of such election with the Company within 30
days of the Date of Grant. If the Grantee makes such an election, the grant of
Restricted Shares shall be conditioned upon the prompt payment by the Grantee to
the Company of an amount equal to the applicable federal, state and local income
taxes and other amounts required by law to be withheld (the "Withholding Taxes")
in connection with such election. If the Grantee does not make an election under
Section 83(b) of the Code with respect to the grant of Restricted Shares, the
Grantee shall pay to the Company the Withholding Taxes upon the lapse of the
vesting restrictions, and the lapse of the restrictions shall be conditioned
upon the prior payment of the applicable Withholding Taxes by the Grantee.
Section 10. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the legatees, distributees, and personal representatives
of the Grantee and the successors of the Company.
Section 11. Notices. All notices or other communications which are
required or permitted hereunder shall be deemed sufficient if contained in a
written instrument given by personal delivery, telex, telecopier, telegram, air
courier or registered or certified mail, postage prepaid, return receipt
requested, addressed to such party at the address set forth below or such other
address as may thereafter be designated in a written notice from such party to
the other party:
if to the Company, to:
Platinum Underwriters Holdings, Ltd.
The Belvedere Building
69 ▇▇▇▇▇ Bay Road
Pembroke HM 08, Bermuda
if to the Grantee, to:
The address maintained in the Company's records
All such notices, advances and communications shall be deemed to have been
delivered and received (a) in the case of personal delivery, on the date of such
delivery, (b) in the case of telecopier, upon receipt of machine confirmation,
and (c) in the case of mailing, on the third business day following such
mailing.
Section 12. Construction. The construction of this Agreement is
vested in the Committee, and the Committee's construction shall be final and
conclusive.
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Section 13. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, excluding the
choice of law rules thereof.
Section 14. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
Section 15. Entire Agreement. This Agreement and the Plan constitute
the entire agreement between the parties with respect to the subject matter
hereof and thereof, merging any and all prior agreements.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Date of Grant.
PLATINUM UNDERWRITERS HOLDINGS, LTD.
By: ______________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
GRANTEE
By: ______________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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