[Exhibit 10.19]
[Form for Employees Without Garden Leave
Forms of Employment Agreement]
VALIDUS HOLDINGS, LTD.
RESTRICTED SHARE AGREEMENT
THIS AGREEMENT, dated as of ___________, 2006, between Validus Holdings,
Ltd. (the "Company"), a Bermuda corporation, and _______________ (the
"Employee").
WHEREAS, the Employee has been granted the following award under the
Company's 2005 Long Term Incentive Plan (the "Plan");
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and for other good and valuable consideration, the parties
hereto agree as follows.
1. Award of Shares. Pursuant to the provisions of the Plan, the terms
of which are incorporated herein by reference, the Employee is hereby awarded
______________ Restricted Shares (the "Award"), subject to the terms and
conditions of the Plan and those herein set forth. The Award is granted as of
_____________, 2006. Capitalized terms used herein and not defined shall have
the meanings set forth in the Plan. In the event of any conflict between this
Agreement and the Plan, the Plan shall control.
2. Terms and Conditions. It is understood and agreed that the Award of
Restricted Shares evidenced hereby is subject to the following terms and
conditions:
(a) Vesting of Award. Subject to the provisions of this Section 2
below and the other terms and conditions of this Agreement, this Award shall
become vested 100% on _____________. All dividends and other amounts receivable
in connection with any adjustments to the Shares under Section 4(b) of the Plan
shall be subject to the vesting schedule herein and shall be paid to the
Employee upon any vesting of the Restricted Shares hereunder in respect of which
such dividends or other amounts are payable. Except as otherwise provided in
Section 2 (b) below, any portion of the Award that is not vested on the date of
Termination of Service of the Employee for any reason shall be forfeited by the
Employee and become the property of the Company.
(b) Change in Control. Notwithstanding any provision of this
Agreement to the contrary, if, within two years following a Change in Control,
the Employee's employment is terminated by the Company not for Cause, the Award
shall become immediately vested in full upon such termination of employment. For
purposes of this Agreement, "Change in Control" shall have the meaning set forth
in the Plan. For purposes of this Agreement, "Cause" means (a) theft or
embezzlement by the Employee with respect to the Company or its Affiliates; (b)
malfeasance or gross negligence in the performance of the Employee's duties; (c)
the commission by the Employee of any felony or any crime involving moral
turpitude; (d) willful or prolonged absence from work by the Employee (other
than by reason of disability due to physical or mental illness or at the
direction of the Company or its Affiliates) or failure,
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neglect or refusal by the Employee to perform his or her duties and
responsibilities without the same being corrected within ten (10) days after
being given written notice thereof; (e) failure by the Employee to adequately
perform his or her duties and responsibilities without the same being corrected
within thirty (30) days after being given written notice thereof, as determined
by the Company in good faith; (f) continued and habitual use of alcohol by the
Employee to an extent which materially impairs the Employee's performance of his
or her duties without the same being corrected within ten (10) days after being
given written notice thereof; (g) the Employee's use of illegal drugs without
the same being corrected within ten (10) days after being given written notice
thereof; or (h) the Employee's failure to use his or her best efforts to obtain,
maintain or renew any required work permit in a timely manner, without the same
being corrected within ten (10) days after being given written notice thereof.
(c) Certificates. Each certificate or other evidence of ownership
issued in respect of Restricted Shares awarded hereunder shall be deposited with
the Company, or its designee, together with, if requested by the Company, a
stock power executed in blank by the Employee, and shall bear a legend
disclosing the restrictions on transferability imposed on such Restricted Shares
by this Agreement (the "Restrictive Legend"). Upon the vesting of Restricted
Shares pursuant to Section 2 hereof and the satisfaction of any withholding tax
liability pursuant to Section 5 hereof, the certificates evidencing such vested
Shares, not bearing the Restrictive Legend (but still bearing the legend set
forth in Section 7(d) below), shall be delivered to the Employee or other
evidence of vested Shares shall be provided to the Employee.
(d) Rights of a Stockholder. Prior to the time a Restricted Share
is fully vested hereunder, the Employee shall have no right to transfer, pledge,
hypothecate or otherwise encumber such Restricted Share. During such period, the
Employee shall have all other rights of a stockholder, including, but not
limited to, the right to vote and to receive dividends (subject to Section 2(a)
hereof) at the time paid on such Restricted Shares.
(e) No Right to Continued Employment. This Award shall not confer
upon the Employee any right with respect to continuance of employment by the
Company nor shall this Award interfere with the right of the Company to
terminate the Employee's employment at any time.
3. Transfer of Shares. Any vested Shares delivered hereunder, or any
interest therein, may be sold, assigned, pledged, hypothecated, encumbered, or
transferred or disposed of in any other manner, in whole or in part, only in
compliance with the terms, conditions and restrictions as set forth in the
governing instruments of the Company, the provisions of this Agreement,
applicable federal and state securities laws or any other applicable laws or
regulations and the terms and conditions hereof.
4. Expenses of Issuance of Shares. The issuance of stock certificates
hereunder shall be without charge to the Employee. The Company shall pay, and
indemnify the Employee from and against any issuance, stamp or documentary taxes
(other than transfer taxes) or charges imposed by any governmental body, agency
or official (other than income taxes) by reason of the issuance of Shares.
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5. Withholding. No later than the date of vesting of (or the date of
an election by the Employee under Section 83(b) of the Code with respect to) the
Award granted hereunder, the Employee shall pay to the Company or make
arrangements satisfactory to the Committee regarding payment of any federal,
state or local taxes of any kind required by law to be withheld at such time
with respect to such Award and the Company shall, to the extent permitted or
required by law, have the right to deduct from any payment of any kind otherwise
due to the Employee, federal, state and local taxes of any kind required by law
to be withheld at such time.
6. Market Stand Off Period. The Employee covenants and agrees that he
or she shall not, without the prior written consent of the Company, sell or
otherwise dispose of any shares of stock of the Company during such period (a
"Market Stand Off Period") as the Company or its underwriters shall establish in
connection with the filing of a registration statement in connection with an
initial public offering of the stock of the Company (an "Initial Public
Offering").
7. Purchase Option. The Employee's Shares are subject to repurchase as
provided below in subsections (a) through (g) below:
(a) If the Employee's active service with the Company or a
Subsidiary is terminated by the Employee or by the Company for Cause, the
Company and/or its designee(s) shall have the option (the "Purchase Option") to
purchase, and if the Purchase Option is exercised, the Grantor (as defined
below) shall sell to the Company and/or its assignee(s), all or any portion (at
the Company's option) of the Shares held by the Grantor (such Shares
collectively being referred to as the "Purchasable Shares").
(b) The Company shall give notice in writing to the Grantor of
the exercise of the Purchase Option within one (1) year after the date of
Termination of Service of the Employee. Such notice shall state the number of
Purchasable Shares to be purchased by the Company and the determination of the
purchase price of such Purchasable Shares. If no notice is given within the time
limit specified above, the Purchase Option shall be deemed to have terminated.
(c) The purchase price to be paid for the Purchasable Shares
purchased pursuant to the Purchase Option shall be the Book Value (as defined
below) per share as of the date of the notice of exercise of the Purchase Option
times the number of Shares being purchased. The purchase price for the
Purchasable Shares shall be paid in cash or by wire transfer of immediately
available funds. The closing of such purchase shall take place at the Company's
principal executive offices within ten (10) days after the purchase price has
been determined. At such closing, the Grantor shall deliver to the purchaser(s)
the certificates or instruments evidencing the Purchasable Shares being
purchased, duly endorsed (or accompanied by duly executed stock powers) and
otherwise in good form for delivery, against payment of the purchase price by
check of the purchaser(s). In the event that, notwithstanding the foregoing, the
Grantor shall have failed to obtain the release of any pledge or other
encumbrance on any Purchasable Shares by the scheduled closing date, at the
option of the purchaser(s) the closing
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shall nevertheless occur on such scheduled closing date, with the cash purchase
price being reduced to the extent of, and paid to the holder of, all unpaid
indebtedness for which such Purchasable Shares are then pledged or encumbered.
(d) To ensure the enforceability of the Company's rights
hereunder, each certificate or instrument representing Shares shall bear a
conspicuous legend in substantially the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE
COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION
AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM
INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON
WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE
OFFICES."
(e) The Company's rights under this Section 7 shall terminate
upon the consummation of an Initial Public Offering.
(f) "Book Value" shall mean the book value of a Share at the end
of the fiscal quarter in which the termination of active service occurs, as
determined on a fully diluted basis by the Board of Directors in good faith.
Such determination shall be conclusive and binding on all persons.
(g) "Grantor" shall mean, collectively, the Employee, the
Employee's assignee, the executor or the administrator of the Employee's estate
in the event of the Employee's death, and the Employee's legal representative in
the event of the Employee's incapacity.
8. Forfeiture Upon Breach of Certain Other Agreements. The Employee's
breach of any noncompete, nondisclosure, nonsolicitation, assignment of
inventions, or other intellectual property agreement that he may be a party to
with the Company or a Subsidiary, in addition to whatever other equitable relief
or monetary damages that the Company or a Subsidiary may be entitled to, shall
result in automatic rescission, forfeiture, cancellation, and return of any
Shares (whether or not otherwise vested) held by the Employee or Grantor, and
all profits, proceeds, gains, or other consideration received through the sale
or other transfer of the Shares shall be promptly returned and repaid to the
Company.
9. Shareholders' Agreement. If any Restricted Shares are scheduled to
vest hereunder at a time when the Company is not a publicly-traded entity and
the Employee is not a party to the Shareholders' Agreement by and among the
Company and its shareholders, as the same may be amended from time to time (the
"Shareholders' Agreement"), the Employee shall, as a condition to the Employee's
right to have such Restricted Shares vest, become a party to the
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Shareholders' Agreement by execution of a joinder agreement in form and
substance satisfactory to the Company.
10. References. References herein to rights and obligations of the
Employee shall apply, where appropriate, to the Employee's legal representative
or estate without regard to whether specific reference to such legal
representative or estate is contained in a particular provision of this
Agreement.
11. Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered personally or by courier, or sent by certified or registered mail,
postage prepaid, return receipt requested, duly addressed to the party concerned
at the address indicated below or to such changed address as such party may
subsequently by similar process give notice of:
If to the Company:
Validus Holdings, Ltd.
Mintflower Place
8 Par-La-Ville Road, Third Floor
▇▇▇▇▇▇▇▇ HMO8 Bermuda
Attn.: Chief Financial Officer
If to the Employee:
At the Employee's most recent address shown on the Company's corporate
records, or at any other address which the Employee may specify in a
notice delivered to the Company in the manner set forth herein.
12. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of Bermuda, without giving effect to principles of
conflict of laws.
13. Counterparts. This Agreement may be executed in two counterparts,
each of which shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
VALIDUS HOLDINGS, LTD.
By:
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Name:
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Title:
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Employee