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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Target Award:
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Performance Shares (the “Target Award”) |
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Performance
Period:
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January 1, 2005 through and
ending on December 31, 2007 (the “Performance
Period”) |
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Date of Grant:
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January 1, 2005 |
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 (i
