Exhibit 10.1
Exhibit A
MONTPELIER RE HOLDINGS LTD.
LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
This Award
Agreement (the “Award Agreement”) is made and entered
into as of January 1st, 2005 between Montpelier Re Holdings Ltd.
(the “Company”) and
(the “Participant”).
The
Company hereby grants to the Participant Performance Shares (the
“Award”) on the terms and conditions as set forth in
this Award Agreement and in the Montpelier Long-Term Incentive Plan
(the “Plan”).
In
accordance with this grant, and as a condition thereto, the Company
and the Participant agree as follows:
SECTION 1 . Target Award; Performance Period; Date of
Grant:
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Performance Shares (the
“Target Award”)
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January 1,
2005 through and ending on December 31, 2007 (the
“Performance Period”)
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January 1,
2005
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SECTION 2 . Nature of Award. The Target Award represents the
opportunity to receive a future payment equal to the fair market
value of such number of shares of Company common stock, $0.001666
par value per share (“Shares”), as are earned in
accordance with Section 3 of this Award Agreement as more
fully set forth in Section 4 of this Award
Agreement.
SECTION 3 . Determination of Number of Shares Earned. The
number of Performance Shares earned as of the end of a Performance
Period, if any, shall be determined as follows:
# of Shares = Payout
Percentage x Target Award
The “Payout
Percentage” shall be determined by the Committee in its sole
discretion based on the Performance Criteria and Harvest Scale set
out in Appendix 1 hereto.
SECTION 4 . Payment of Performance Shares. The amount
payable to a Participant under this Award Agreement shall be equal
to the fair market value (to be issued fully paid in consideration
of the Particpant’s services to the Company) of a Share, as
determined by the Committee by reference to the average of the
daily closing price of the Company’s common shares on the New
York Stock Exchange, as reported in the Wall Street Journal, for
each of the five consecutive trading days preceding and including,
as the last day, December 31, 2007 multiplied by the number of
Performance Shares earned with respect to the Performance Period,
as determined pursuant to Section 3 of this Award Agreement.
Payment in respect of an Award shall be made in cash, in Shares of
equivalent value or in some combination thereof, as determined by
the Committee in its sole discretion. Subject to Section 6 of
this Award Agreement, payment shall be made as soon as reasonably
practicable following the close of the Performance Period and the
Committee’s determination of the Payout
Percentage.
SECTION 5 . Termination of Employment.
(a) Unless
otherwise determined by the Committee at the time of termination,
if the Participant’s employment with the Company or one of
its subsidiaries is terminated by the Company or the subsidiary for
any reason other than Cause (as defined in Section 8 of the
Plan), death or disability(as determined in accordance with
Section 8 of the Plan), or is terminated by the Participant on
account of a Constructive Termination (as defined in Section 8
of the Plan) or Retirement (as defined below): (i) during the
first year of the Performance Period, all Performance Shares shall
be forfeited; (ii) during the second year of the Performance
Period, the determination of the Payout Percentage for the
Performance Period will be made by the Committee at the end of the
Performance Period, and Performance Shares earned, if any, will be
paid based on the Payout Percentage, prorated for the number of
full months elapsed from and including the month in which the
Performance Period began to and including the month in which the
termination of employment occurs; and (iii) during the third
year
