Exhibit 10.2
AXIS CAPITAL HOLDINGS
LIMITED
2003 DIRECTORS DEFERRED COMPENSATION
PLAN
As Amended and Restated Effective
January 1, 2009
ARTICLE I.
PURPOSE AND EFFECTIVE
DATE
The purpose of the AXIS Capital
Holdings Limited 2003 Directors Deferred Compensation Plan
(“Plan”) is to aid AXIS Capital Holdings Limited, a
company organized and existing under Bermuda law (the
“Company”), and its subsidiaries in retaining and
attracting well-qualified persons for service as Non-Employee
Directors by providing such persons with the opportunity to elect
to defer receipt of all or a portion of their compensation. The
Plan first became effective January 1, 2003.
Effective March 14, 2003, the
AXIS Directors Deferred Compensation Plan, as amended (the
“Specialty Directors Plan”), was merged into the Plan,
and the Company agreed to assume all of the benefit obligations of
AXIS Specialty Limited with respect to the Specialty Directors
Plan. Fees earned and deferred under the Specialty Directors Plan
shall be treated as having been deferred pursuant to the terms of
this Plan.
The Plan is hereby amended and
restated effective January 1, 2005 (except to the extent a
special effective date is included) to comply with the requirements
of Section 409A of the United States Internal Revenue
Code.
The Plan is again amended and
restated effective January 1, 2009 (except to the extent a
special effective date is included) to comply with the requirements
of Section 457A of the United States Internal Revenue
Code.
ARTICLE II.
DEFINITIONS
For the purposes of the Plan, when
capitalized, the following terms shall have the meanings set forth
below:
“Beneficiary” means the
person, persons or entity designated by the Participant pursuant to
Article VIII to receive any benefits payable under the
Plan.
“Board” means the Board
of Directors of the Company.
“Common Stock” means the
common stock of the Company, par value U.S. $0.10 per share, or if
the Company is not the ultimate parent, the common stock of such
ultimate parent of the Company.
“Company” means AXIS
Capital Holdings Limited and any successor thereto.
“Deferral Account” means
the bookkeeping account maintained on the books of the Board for
each Participant pursuant to Article VI.
“Deferred Amount” means
the amount of Fees the Participant elects to defer for the
applicable Plan Year.
“Determination Date” means the date
the Participant ceases to serve as a Non-Employee
Director.
“Fair Market Value”
means, as of a particular date, if publicly traded the closing
price of the Common Stock on the last day traded on the principal
securities exchange or market on which the Common Stock is traded.
Until the Common Stock is publicly traded, fair market value shall
be based on an appraisal by a qualified independent appraiser if
the Valuation Date is within 12 months of the date as of which fair
market value is being determined hereunder.
“Fees” means the cash
and/or stock compensation payable to a Participant by reason of
service as a Non-Employee Director either (i) as a retainer
(without regard to attendance at meetings) or (ii) on a per
meeting basis.
“Non-Employee Director”
means any director on the Board or the board of directors of a
subsidiary of the Company who is not an employee of the Company or
any of its subsidiaries.
“Participant” means any
Non-Employee Director who elects to participate by filing a
Participation Agreement as provided in Article IV. Effective for
years beginning after December 31, 2008, Non-Employee
Directors who are U.S. taxpayers shall no longer be able to defer
compensation for services rendered after December 31, 2008 or
to otherwise be able to receive any future benefits under this Plan
but shall continue to be a Participant for amounts deferred prior
to January 1, 2009.
“Participation
Agreement” means an agreement in such form as the Board may
prescribe filed by a Participant in accordance with Article
IV.
“Phantom Share Unit”
means a notional determinate quantity used as a standard for
measuring a Participant’s potential benefit under the Plan
pursuant to Section 6.02.
“Plan Year” means a
twelve-month period beginning January 1 and ending the
following December 31.
“Valuation Date” means,
with respect to the form of payment described in
Section 7.01(b)(ii), the Determination Date and the first and
second anniversaries of the Determination Date.
ARTICLE III.
ADMINISTRATION
|
3.01.
|
Authority of
the Board.
|
|
|
(a)
|
The Plan shall be administered by
the Board, which shall have the authority to adopt rules and
regulations for carrying out the Plan and shall
|
2
|
|
interpret and implement the Plan.
The Board shall have discretion to delegate to an officer of the
Company or other person approved by the Board such duties as it may
determine. All rules, interpretations and decisions of the Board or
its delegee respecting the Plan shall be conclusive and binding on
the Company, Participants, and Beneficiaries.
|
|
|
(b)
|
No member of
the Board shall be liable for any act or action hereunder, whether
of omission or commission, by any other member or employee or by
any agent to whom duties in connection with the administration of
this Plan have been delegated or for anything done or omitted to be
done in connection with this Plan.
|
|
|
(c)
|
The Company
shall, to the fullest extent permitted by law, indemnify each
officer or employee of the Company (including the heirs, executors,
administrators and other personal representatives of such person)
and each member of the Board against expenses (including
attorneys’ fees), judgments, fines, amounts paid in
settlement, actually and reasonably incurred by such person in
connection with any threatened, pending or actual suit, action or
proceeding (whether civil, criminal, administrative or
investigative in nature or otherwise) in which such person may be
involved because he or she is or was serving the Plan in any
capacity.
|
|
|
(d)
|
The Company
shall pay any expense incurred by the Company or the Board related
to the administration of the Plan.
|
If a Participant or Beneficiary
makes a written request alleging a right to receive payments under
the Plan or alleging a right to receive an adjustment in benefits
being paid under the Plan, such actions shall be treated as a claim
for benefits. All claims for benefits under the Plan shall be sent
to the Board. If the Board determines that any claimant is not
entitled to receive all or any part of the benefits claimed, the
Board shall notify the claimant in writing of such determination
and the reasons therefor. Such notice shall be sent within 90 days
of the claim unless the Board determines that additional time, not
exceeding 90 days, is needed and so notifies the Participant. The
Board's determination regarding claims for benefits shall be final
and binding on Participants and Beneficiaries.
ARTICLE IV.
PARTICIPATION
Participation in the Plan shall be
limited to Non-Employee Directors who elect to participate in the
Plan by filing a Participation Agreement with the Board.
A
3
Participation Agreement must be
filed prior to the beginning of the Plan Year for which it is
effective; provided, however that in the first year in which an
individual becomes eligible to participate in the Plan, including
the first Plan Year of the Plan, the newly eligible Participant may
make an election to defer compensation for services to be performed
subsequent to such election within 30 days after the date the
individual becomes eligible to participate. Effective for years
beginning after December 31, 2008, Non-Employee Directors who
are U.S. taxpayers shall no longer be able to defer compensation
for services rendered after December 31, 2008 or to otherwise
be able to receive any future benefits under this Plan. Amounts
deferred prior to January 1, 2009 must be included as income
as of the date the deferred amount is distributed or, if no
distribution has occurred, as of the later of (a) the last
taxable year beginning before 2018 or (b) the first taxable
year the amounts are no longer subject to a substantial risk of
forfeiture.
|
4.02.
|
Contents of
Participation Agreement.
|
Subject to Article VII, each
Participation Agreement shall set forth:
|
|
(a)
|
whether the
Participant receives Fees in
|
|
|
(iii)
|
a combination
of (i) and (ii);
|
|
|
(b)
|
the Deferred
Amount, expressed as
|
|
|
(i)
|
(A) a dollar amount,
and/or
|
|
|
|
(B) a number of shares of
Common Stock, or
|
|
|
(ii)
|
a percentage of
Fees (if Fees are payable in both cash and Common Stock, the
Participant shall specify a separate percentage of cash and Common
Stock to be deferred); and
|
|
|
(c)
|
the form in
which payments are to be made, which may be a lump sum or in three
(3) annual installments.
|
|
4.03.
|
Modification
or Revocation of Election by Participant.
|
Elections made pursuant to a
Participation Agreement shall remain in effect for the next Plan
Year and for subsequent Plan Years unless and until revoked or
amended. Any such revocation or amendment will apply only to Fees
earned in the Plan Year beginning after the date of the revocation
or amendment. Except as provided under Section 4.01, under no
circumstances may a Participant’s Participation Agreement be
made, modified, or revoked retroactively. A Participant’s
election as to the form of distribution of amounts deferred
is
4
irrevocable and may be changed on a
prospec
