|
Exhibit 10.6
FORM OF GREENLIGHT CAPITAL RE,
LTD.
2004 STOCK INCENTIVE
PLAN
RESTRICTED STOCK AWARD
AGREEMENT
This Restricted Stock Award Agreement (the "
Agreement "), made as of the
(the " Grant Date ") by and between Greenlight
Capital Re, Ltd., a company incorporated under the laws of the
Cayman Islands (the " Company "), and
(the " Grantee "), evidences the grant by the Company
of a stock award of restricted Shares (the " Award ")
to the Grantee on such date and the Grantee’s acceptance of
the Award in accordance with the provisions of the Amended and
Restated 2004 Stock Incentive Plan (the " Plan ").
Any capitalized terms not defined herein shall have the meaning
ascribed to them as set forth in the Plan.
The Company and the Grantee agree as
follows:
1. Basis and Payment for Award .
This Award is made under the Plan pursuant to Section 7 thereof for
services to be rendered to the Company by the Grantee. Upon the
Grant Date, the Grantee shall pay the Company $
by
check which is equal to the par value of the Shares.
2. Stock Awarded .
(a) The Company hereby awards to the Grantee, in
the aggregate,
Shares, subject to the restrictions and conditions set forth in the
Plan and in this Agreement (" Restricted Stock
").
(b) Each certificate issued in respect of the
Restricted Stock shall be registered in the Grantee’s name
and deposited by him with the Company and shall bear the following
(or a similar) legend:
-
-
-
"THE TRANSFERABILITY OF THIS CERTIFICATE
AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE RESTRICTED STOCK
AWARD AGREEMENT DATED AS OF
,
ENTERED INTO BETWEEN THE REGISTERED OWNER AND GREENLIGHT CAPITAL
RE, LTD."
At the expiration of the restrictions applied to
the Restricted Stock pursuant to Section 2(d) of this Agreement,
the Company shall redeliver to the Grantee (or his legal
representative, beneficiary or heir) share certificates for the
Shares deposited with it without any legend except as otherwise
provided by the Plan, this Agreement, the Shareholders’
Agreement dated as of August 11, 2004 by and among the Company and
each of the signatories thereto (the " Shareholders’
Agreement ") or as otherwise required by applicable law.
The Grantee shall have the right to receive dividends on and to
vote the Restricted Stock while it is held in custody except as
otherwise provided by the Plan. Notwithstanding the foregoing, the
Company shall retain custody of all dividends made or declared with
respect to the Restricted Stock and such retained distributions
shall be subject to the same restrictions on terms and conditions
as are
applicable to the Restricted Stock. No interest
shall be paid on any dividends retained by the Company.
(c) As a condition of the grant, the Grantee
shall be required to sign the Shareholders’
Agreement.
(d) Except as provided in the Plan or this
Agreement, the restrictions on the Restricted Stock are that the
Shares will be mandatorily repurchased for par value and cancelled
by the Company and all of the Grantee’s rights to such Shares
shall immediately terminate, in the event of any sale, assignment,
transfer, hypothecation, pledge or other alienation of such
Restricted Stock made or attempted, whether voluntary or
involuntary, and if involuntary whether by process of law in any
civil or criminal suit, action or proceeding, whether in the nature
of an insolvency or bankruptcy proceeding or otherwise, without the
written consent of the Committee, excluding the Grantee if he so
serves on the Committee.
3. Vesting . The restrictions
described in Section 2 of this Agreement will lapse with respect to
100% of the Restricted Stock upon the third anniversary;
provided , that , the Grantee is still in Continuous
Service with the Company on such vesting date. Except as otherwise
specifically provided herein, if the Grantee’s service
terminates for any reason at any time prior to the vesting date,
the unvested Restricted Stock shall automatically be repurchased
for par value and cancelled by the Company upon such termination of
Continuous Service.
4. Compliance with Laws and
Regulations . The issuance and transfer of Shares shall be
subject to compliance by the Company and the Grantee with the
Memorandum and Articles of Association of the Company, all
applicable requirements of securities and other applicable laws and
with all applicable requirements of any stock exchange on which the
Shares may be listed at the time of such issuance or transfer. The
Grantee understands that the Company is under no obligation to
register or qualify the Shares with the U.S. Securities and
Exchange Commission ("SEC") , any state securities
commission or any stock exchange to effect such
compliance.
5. Company; Grantee .
(a) The term " Company " as used in this
Agreement with reference to Continuous Service shall include the
Company and its Affiliates, as appropriate.
(b) Whenever the word " Grantee " is used
in any provision of this Agreement under circumstances where the
provision should logically be construed to apply to the successors,
beneficiaries, the executors, the administrators, or the person or
persons to whom the Restricted Stock may be transferred by will or
by the laws of descent or distribution, the word " Grantee "
shall be deemed to include such person or persons.
6. Tax Withholding .
(a) To the extent required by law, the Grantee
agrees that, subject to clause 6(b) below, no later than the date
as of which the restrictions on the Restricted Stock shall lapse
with respect to all or any of the Restricted Stock covered by this
Agreement, the Grantee shall pay to the Company (in cash or to the
extent permitted by the Committee, Shares held by the Grantee whose
Fair Market Value is equal to the amount of the Grantee’s tax
withholding liability) any federal, state or local taxes of any
kind required by law to be withheld, if any, with respect to the
Restricted Stock for which the restrictions shall lapse. The
Company or its Affiliates shall, to the extent permitted by law,
have the right to deduct from any payment of any kind otherwise due
to the Grantee any federal, state or local taxes of any kind
required by law to be withheld with respect to the Shares of
Restricted Stock.
(b) If the Grantee properly elects, within thirty
(30) days of the Grant Date, to include in gross income for federal
income tax purposes an amount equal to the Fair Market Value as of
the Grant Date of the Restricted Stock granted hereunder pursuant
to Section 83(b) of the Internal Revenue Code of 1986, as amended,
to the extent required by law, the Grantee shall pay to the
Company, or make other arrangements satisfactory to the Committee
to pay to the Company in the year of such grant, any federal, state
or local taxes required to be withheld with respect to such Shares.
If the Grantee fails to make such payments, the Company or its
Affiliates shall, to the extent permitted by law, have the right to
deduct from any payment of any kind otherwise due to the Grantee
any federal, state or local taxes of any kind required by law to be
withheld with respect to such Shares.
7. Amendment of Award . Subject to
Section 15 of this Agreement, the Board at any time, and from time
to time, may amend the terms of this Award; provided ,
however , that the Grantee’s rights under this Award
shall not be impaired by any such amendment unless (i) the Company
requests the Grantee’s consent and (ii) the Grantee consents
in writing.
8. No Impairment of Rights .
Subject to Section 15 of this Agreement, suspension or termination
of the Plan shall not impair any rights and obligations under this
Award while the Plan is in effect except with the Grantee’s
written consent.
9. Representations and Warranties of
Grantee . The Grantee represents and warrants to the
Company that:
(a) Agrees to Terms of the Plan . The
Grantee has received a copy of the Plan and has read and
understands the terms of the Plan and this Agreement, and agrees to
be bound by their terms and conditions. The Grantee acknowledges
that there may be adverse tax consequences upon the vesting of
Restricted Stock or disposition of the Shares once vested, and that
the Grantee should consult a tax advisor prior to such
time.
(b) Purchase for Own Account for
Investment . The Grantee is receiving the Shares for the
Grantee’s own account for investment purposes only and not
with a view to, or for sale in connection with, a distribution of
the Shares within the meaning of the Securities Act of 1933, as
amended (the " Securiti
| 
