Exhibit 10.24
A XIS C APITAL H OLDINGS L IMITED
2007 L ONG -T ERM E QUITY C OMPENSATION P LAN
Employee Restricted Stock Unit
Agreement
You (the “Participant”)
have been granted an award of Restricted Stock Units (the
“Award”) with a value based on ordinary shares, par
value $0.0125 per share (“Shares”), of AXIS Capital
Holdings Limited, a Bermuda company (the “Company”),
pursuant to the AXIS Capital Holdings Limited 2007 Long-Term Equity
Compensation Plan (the “Plan”). The date of grant of
the Award (the “Award Date”) and the number of
Restricted Stock Units subject to the Award (the “Award
Units”) are as set forth in your restricted stock unit
account maintained on the Smith Barney Benefit Access website or
such other website as may be designated by the Committee
(“Benefit Access”). This Award constitutes an unfunded
and unsecured promise of the Company to deliver (or cause to be
delivered to you) on the terms and conditions set forth herein the
Award Units.
By your acceptance of the grant of
the Award on Benefit Access, you agree that the Award is granted
under and governed by the terms and conditions of the Plan and this
Restricted Stock Unit Agreement (the
“Agreement”).
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1.
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GRANT OF
RESTRICTED STOCK UNITS.
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(a) Award.
On the terms and conditions set
forth in this Agreement, the Company hereby grants to the
Participant on the Award Date the Award.
(b) Plan and Defined
Terms. The Award is
granted pursuant to the Plan, a copy of which the Participant
acknowledges having received. The terms and provisions of the Plan
are incorporated into this Agreement by this reference. All
capitalized terms that are used in this Agreement and not otherwise
defined herein shall have the meanings ascribed to them in the
Plan.
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2.
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PERIOD OF
RESTRICTION.
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The Restricted Stock Units subject
to the Award shall be restricted during the period (the
“Period of Restriction”) commencing on the Award Date
and expiring on the first to occur of:
(a) The vesting of the Award Units. The Award Units
shall vest in four equal installments on the first, second, third
and fourth anniversary of the Grant Date; provided, that if the
Award Units are not evenly devisable by four, then no fractional
units shall vest or be exercised and the installments shall be as
equal as possible with any smaller installments vesting
first;
(b) The Participant’s death or permanent
Disability; or
(c) A Change in Control, unless a provision is made
in connection with the Change of Control for the assumption of or
substitution for Awards previously granted.
Absent subsequent Committee action,
the Award Units will not automatically vest upon the
Participant’s Retirement.
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3.
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ISSUANCE OF
AWARD UNITS.
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Subject to the Participant’s
continued employment with the Company during the Period of
Restriction, the Company shall deliver to the Participant promptly
following the close of the Period of Restriction the Award Units.
In the event that the Participant’s employment terminates for
any reason prior to close of the Period of Restriction (except as
described in Section 2(b)), the Award will immediately
terminate and the Company will have no further obligation or
liability to the Participant. Subject to Section 4, any Award
Units issued to the Participant generally shall have the rights and
privileges of a shareholder of the Company as to such
Units.
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4.
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RESTRICTIONS, VOTING RIGHTS AND DIVIDEND
EQUIVALENTS.
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(a) Restrictions.
The Award may not be sold,
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