PLATINUM UNDERWRITERS HOLDINGS,
LTD.
RESTRICTED SHARE AWARD
AGREEMENT
RESTRICTED SHARE
AWARD AGREEMENT (this “Agreement”), dated as of
, 20
(the “Date of Grant”), between Platinum Underwriters
Holdings, Ltd., a Bermuda company (the “Company”) and
(the “Grantee”). Capitalized terms used herein but not
defined shall have the meanings attributed to them in the
Company’s 2006 Share Incentive Plan (the
“Plan”).
Pursuant to the
Plan, the Company has authorized the execution and delivery of this
Agreement. A copy of the Plan as in effect on the Date of Grant has
been supplied to the Grantee, and the Grantee hereby acknowledges
receipt thereof.
Section 1 . Restricted Share Award . The Company
grants to the Grantee, on the terms and conditions hereinafter set
forth, a restricted share award with respect to ___ common shares
of the Company, par value US$.01 per share (the “Restricted
Shares”).
Section 2 . Vesting of Restricted Shares .
Subject to Section 3 hereof, the Restricted Shares shall
become vested and nonforfeitable based on the continued employment
of the Grantee with the Company or a Subsidiary in accordance with
the following vesting schedule:
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Vesting
Date
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Number of
Shares
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Section 3 . Termination of Employment; Breach of
Certain Restrictive Covenants . If the Grantee’s
employment with the Company or any Subsidiary is terminated prior
to the occurrence of any otherwise applicable vesting date provided
in Section 2 hereof, the Grantee shall (i) forfeit the
Grantee’s interest in the Restricted Shares that have not yet
become vested, (ii) assign, transfer, and deliver any
certificates evidencing ownership of such shares to the Company,
and (iii) cease for all purposes to be a shareholder with
respect to such shares. If the Grantee breaches Section 8.A
hereof prior to the occurrence of any otherwise applicable vesting
date provided in Section 2 hereof, the Company may require the
Grantee to forfeit the Grantee’s interest in the Restricted
Shares that have not yet become vested. Notwithstanding the
foregoing provisions of this Section 3, (A) if the
Grantee’s employment is terminated by the Grantee for
“Good Reason” or by the Company or any of its
Subsidiaries without “Cause,” or as a result of the
Grantee’s death or “Disability” (each such term
as defined in the employment or similar agreement between the
Grantee and the Company or
any of its
Subsidiaries), then the transfer restrictions and forfeiture
conditions imposed hereunder on any unvested Restricted Shares
shall immediately lapse and all such unvested Restricted Shares
shall become fully vested without regard to the vesting
requirements set forth in Section 2 hereof and (B) if the
Grantee’s employment is terminated by the Company or any of
its Subsidiaries for Cause or if the Grantee breaches
Section 8.B hereof or any covenant not to compete with the
Company or any of its Subsidiaries to which the Grantee is or
becomes subject (“Non-Compete Covenant”), then the
Company may require the Grantee to return to the Company any or all
of the Common Shares granted hereunder, whether vested or unvested,
in such manner and on such terms and conditions as may be required
by the Company.
Section 4 . Rights as a Shareholder . Subject to
the otherwise applicable provisions of this Agreement, the Grantee
will have all rights of a shareholder with respect to the
Restricted Shares granted to the Grantee hereunder, including the
right to vote the shares and receive all dividends and other
distributions paid or made with respect thereto.
Section 5 . Restrictions on Transfer . Neither
this Agreement nor any Restricted Shares covered hereby may be
sold, assigned, transferred, encumbered, hypothecated or pledged by
the Grantee, otherwise than to the Company, unless as of the date
of any such sale, assignment, transfer, encumbrance, hypothecation
or pledge, such Restricted Shares to be thus disposed of have
become vested in accordance with Section 2 hereof. The
certificate or certificates representing shares delivered pursuant
to this Agreement shall bear a legend referring to the
nontransferability or assignability of such shares pursuant to this
Section, and a stop-transfer order against such certificate or
certificates will be placed by the Company with its transfer agents
and registrars. At the discretion of the Committee, in lieu of
issuing a share certificate to the Grantee, the Company may hold
the Restricted Shares in escrow during the period such shares
remain subject to the vesting restrictions and other restrictions
provided hereunder.
Section 6 . Investment Representation . Upon
acquisition of Restricted Shares at a time when there is not in
effect a registration statement under the Securities Act of 1933
relating to the Common Shares, the Grantee hereby represents and
warrants, and by virtue of such acquisition shall be deemed to
represent and warrant, to the Company that the Restricted Shares
shall be acquired for investment and not with a view to the
distribution thereof, and not with any present intention of
distributing the same, and the Grantee shall provide the Company
with such further representations and warranties as the Company may
require in order to ensure compliance with applicable federal and
state securities, blue sky and other laws. No Restricted Shares
shall be acquired unless and until the Company and/or the Grantee
shall have complied with all applicable federal or state
registration, listing and/or qualification requirements and all
other requirements of law or of any regulatory agencies having
jurisdiction, unless the Committee has received evidence
satisfactory to it that the Grantee may acquire such shares
pursuant to an exemption from registration under the applicable
securities laws. Any determination in this connection by the
Committee shall be final, binding and conclusive. The Company
reserves the right to legend any certificate for Common Shares,
conditioning sales of such shares upon compliance with applicable
federal and state securities laws and regulations.
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Section 7 . Changes in Common Shares . If there
shall occur any recapitalization, reclassification, share dividend,
extraordinary dividend, sh
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