Exhibit 10.1
2009 DIRECTORS ANNUAL
COMPENSATION PROGRAM
AXIS Capital Holdings Limited (the
“Company”) has established the 2009 Directors Annual
Compensation Program (the “Program”) to compensate the
directors of the Company for their service to the Board of
Directors (the “Board”) and its committees. The terms
of the Program are as set forth herein.
1. Eligibility . Any member
of the Board who is not an employee of the Company or any of its
subsidiaries shall be entitled to the compensation specified herein
and shall be a “Participant” in the Program from and
after January 1, 2009 or, if later, the date on which such
person becomes a member of the Board and is otherwise eligible to
participate in the Program. Members of the Board who become
Participants after January 1 of any year shall be entitled to
a pro rated portion of any cash compensation and shall not be
entitled to any equity compensation (or cash compensation in lieu
thereof) until January 1 of the next year.
2. Cash Compensation . Each
Participant shall be entitled to a cash amount determined annually
by the Board, in consultation with the Compensation Committee of
the Board (the “Committee”), and as set forth on
Attachment A hereto, consisting of an annual retainer and a
meeting fee based on the number of Board and committee meetings
held during the fiscal year, the number of presentations by the
Company at which members of the Board are requested to attend and
whether the Participant serves as a chairman of a committee or as
the lead independent director. Participants may elect to receive
common shares of the Company in lieu of the cash compensation that
would otherwise be payable to them by notifying the Company of such
election prior to January 1 of the year for which the election
will be effective. Any common shares issued to Participants
pursuant to such election will be issued under the 2007 Long-Term
Equity Compensation Plan (the “2007 Plan”) or any
similar plan subsequently adopted by the Board.
3. Equity Compensation . Each
Participant shall be entitled to an annual equity award under the
2007 Plan, as set forth on Attachment A hereto. The amount
of shares of common stock awarded shall be determined using the
fair market value of the common shares of the Company on the tenth
business day after January 1 of each year. Subject to the
prior approval of the Committee, Participants may elect to receive
cash compensation in lieu of the equity compensation that would
otherwise be payable to them by notifying the Company of such
election prior to January 1 of the year for which the election
will be effective. All equity awards shall be made effective as of
the tenth business day after January 1 of each
year.
4. Payment . Participants
shall receive a lump sum payment of the annual retainer for any
fiscal year prior to January 31 of that fiscal year (or, in
the case of any person who becomes a Participant after
January 31 of a fiscal year, as soon as practicable after the
date on which such person becomes a participant, pro rated as
provided in paragraph 1) and a lump sum payment of the meeting
fees, committee chair fees and presiding director fee for any
fiscal year prior to January 31 of the next fiscal year or, if
earlier, within 60 days after retiring or resigning from the
Board.
