PLATINUM UNDERWRITERS HOLDINGS,
LTD.
AMENDED AND RESTATED SHARE UNIT PLAN
FOR NONEMPLOYEE DIRECTORS
(Effective as of July 24, 2008)
The
Board of Directors of Platinum Underwriters Holdings, Ltd. (the
“ Company ”) has determined that it is in the
best interests of the Company and its shareholders to amend and
restate the Platinum Underwriters Holdings, Ltd., Share Unit Plan
for Nonemployee Directors (as so amended and restated, the “
Plan ”), which is intended to promote the interests of
the Company and its shareholders by paying part or all of the
compensation of the Company’s nonemployee directors in the
form of an economic equivalent of an equity interest in the
Company. The Plan provides for the conversion of at least
50 percent and up to 100 percent of the Director Fees for
each calendar year into units of measurement relating to the value
of the Company’s Common Shares, and for payment to the
director of the value of such units after five calendar years (or
upon termination from service on the Board, if earlier), so that a
director will normally receive payment under the Plan each
successive year in respect of the fees originally converted into
units in the year preceding the fifth calendar year prior to the
year of payment.
(a)
“Board” means the Board of Directors of the
Company.
(b)
“Common Shares” means the common shares of the Company,
par value $0.01.
(c)
“Company” means Platinum Underwriters Holdings, Ltd., a
Bermuda company.
(d)
“Director Fees” means the annual retainer fee, meeting
fees and committee fees earned by the Participant for his service
on the Board.
(e)
“Fair Market Value” of Common Shares as of a given date
means the closing sales price of Common Shares on the New York
Stock Exchange or other exchange or securities market as reflected
on the composite index on the trading day immediately preceding the
date as of which Fair Market Value is to be determined, or in the
absence of any reported sales of Common Shares on such date, on the
first preceding date on which any such sale shall have been
reported. If the Common Shares are not listed on the New York Stock
Exchange or other exchange or securities market on the date as of
which Fair Market Value is to be determined, the Board shall
determine in good faith the Fair Market Value in whatever manner it
considers appropriate.
(f)
“Mandatory Conversion” means the required conversion of
50 percent of a Participant’s Director Fees into a Share
Unit Award pursuant to Section 5 hereof.
(g)
“Participant” means a member of the Board who is not an
employee of the Company or any of its affiliates.
(h)
“Realization Date” means, with respect to each Share
Unit allocated to a Participant’s Share Unit Account, the
first business day following the earlier of (i) the date that
is five years following the end of the calendar year that includes
the calendar quarter for which such Share Unit is awarded to such
Participant, or (ii) the date such Participant has a
“separation from service” from the Company (within the
meaning of Section 409A of the Internal Revenue Code of 1986,
as amended) in connection with, or following, such
Participant’s cessation of service on the Board.
(i)
“Share Unit” means a non-voting unit of measurement
based on the value of a Common Share, which entitles a participant
to receive payment in accordance with the terms of the
Plan.
(j)
“Share Unit Account” means a book account maintained by
the Company reflecting the Share Units allocated to a Participant
pursuant to Section 5 hereof as a result of the
Participant’s Mandatory Conversions and Voluntary Conversions
and such additional Share Units as shall be credited thereto in
respect of dividends paid on the Common Shares.
(k)
“Share Unit Award” means an Award under Section 5
hereof of Share Units.
(l)
“Voluntary Conversion” means the conversion based on
the election of a Participant of all or part of such
Participant’s Director Fees otherwise payable to such
Participant in cash into a Share Unit Award pursuant to
Section 5 hereof.
3. Common
Shares Subject to the Plan
Subject
to the following provisions of this Section 3, the aggregate
number of Common Shares that may be issued under the Plan is
150,000 Common Shares. The Common Shares to be delivered under the
Plan will be made available from authorized but unissued Common
Shares or from reacquired shares. To the extent that any Share Unit
Award is forfeited or terminated for any reason or is not paid in
Common Shares, the number of Common Shares covered thereby shall
not be charged against the foregoing maximum share
limitation.
If
there shall occur any recapitalization, reclassification, share
dividend, share split, reverse share split, or other distribution
with respect to the Common Shares, or other change in corporate
structure affecting the Common Shares, the Board may, in the manner
and to the extent that it deems appropriate and equitable and
consistent with the terms of this Plan, cause an adjustment to be
made in (i) the maximum number and kind of shares provided in
Section 3(a)
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hereof and
(ii) the Share Units allocated to Participants’ Share
Unit Accounts in accordance with Section 5(e) hereof.
The
Plan shall be administered by the Board. The Board shall have full
authority to administer the Plan, including the discretionary
authority to interpret and construe all provisions of the Plan, to
resolve all questions of fact arising under the Plan, and to adopt
such rules and re
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