Initial Options. The Company shall grant to the Employee, subject to and effective as of the consummation of the IPO, options (the "Initial Options") to purchase at a price per share equal to the price per share in the IPO, three percent of the Company's ordinary shares issued in the IPO (the "Ordinary Shares"), but not to exceed an aggregate value of $12.0 million (valued at the IPO per share price). Thirty three and one-thirds percent (33 1/3%) of the Initial Options shall become exercisable after the first anniversary of the IPO, 33 1/3% of the Initial Options shall become exercisable after the second anniversary of the IPO, and an additional 33 1/3% of the Initial Options shall become exercisable after the third anniversary thereof. No Initial Option may be exercised after the earlier of (A) the date that is (i) ninety (90) days following the termination of the Employee's employment for any reason other than death, disability or Serious Cause (as defined in Section 11), or (ii) six (6) months after the termination of the Employee's employment by reason of death or disability or (iii) the date upon which the Employee's employment is terminated for Serious Cause; or (B) the tenth anniversary of the IPO date. The consideration for the Ordinary Shares purchased upon exercise of the Initial Options may be paid in cash or by any other method permitted by the terms of the Company's Initial Option Plan. The issuance of any Ordinary Shares pursuant to the Initial Options shall in all events be subject to all applicable securities laws and the Employee shall enter into any agreement reasonably requested by the Company in order to ensure that all such issuances are in full compliance therewith. The Employee shall not have any of the rights and privileges of a shareholder of the Company with respect to the Ordinary Shares issuable upon any exercise of Initial Options unless and until his name is entered into the register of members of the Company in respect of such Ordinary Shares. If there is any change in the number or nature of outstanding shares of the Company's capital stock by reason of a share dividend, recapitalization, merger, consolidation, scheme of arrangement, share split, combination or exchange, share repurchase or otherwise, which in any such case has a dilutive or anti-dilutive effect on the Ordinary Shares, the number of Ordinary Shares subject to each outstanding Initial Option, the exercise price thereof and/or other terms thereof shall be appropriately adjusted by the Board of Directors of the Company (or any committee thereof), whose determination shall be conclusive, so as to restore the option holder to his rights thereunder.
Appears in 1 contract
Samples: Employment Agreement (Annuity & Life Re Holdings LTD)
Initial Options. The Company shall grant to the Employee, subject to and effective as of the consummation of the IPO, options (the "Initial Options") to purchase at a price per share equal to the price per share in the IPO, three percent of the Company's ordinary shares issued in the IPO (the "Ordinary Shares"), but not ) equal to exceed an aggregate value of $12.0 1.0 million (valued at the IPO per share price). Thirty three and one-thirds percent (33 1/3%) of the Initial Options shall become exercisable after the first anniversary of the IPO, 33 1/3% of the Initial Options shall become exercisable after the second anniversary of the IPO, and an additional 33 1/3% of the Initial Options shall become exercisable after the third anniversary thereof. No In addition, no Initial Option may be exercised after the earlier of (A) the date that is (i) ninety (90) days following the termination of the Employee's employment for any reason other than death, disability or Serious Cause (as defined in Section 11), or (ii) six (6) months after the termination of the Employee's employment by reason of death or disability or (iii) the date upon which the Employee's employment is terminated for Serious Cause; or (B) the tenth anniversary of the IPO date. The consideration for the Ordinary Shares purchased upon exercise of the Initial Options may be paid in cash or by any other method permitted by the terms of the Company's Initial Option Plan. The issuance of any Ordinary Shares pursuant to the Initial Options shall in all events be subject to all applicable securities laws and the Employee shall enter into any agreement reasonably requested by the Company in order to ensure that all such issuances are in full compliance therewith. The Employee shall not have any of the rights and privileges of a shareholder of the Company with respect to the Ordinary Shares issuable upon any exercise of Initial Options unless and until his name is entered into the register of members of the Company in respect of such Ordinary Shares. If there is any change in the number or nature of outstanding shares of the Company's capital stock by reason of a share dividend, recapitalization, merger, consolidation, scheme of arrangement, share split, combination or exchange, share repurchase or otherwise, which in any such case has a dilutive or anti-dilutive effect on the Ordinary Shares, the number of Ordinary Shares subject to each outstanding Initial Option, the exercise price thereof and/or other terms thereof shall be appropriately adjusted by the Board of Directors of the Company (or any committee thereof), whose determination shall be conclusive, so as to restore the option holder to his rights thereunder.
Appears in 1 contract
Samples: Employment Agreement (Annuity & Life Re Holdings LTD)
Initial Options. The Company shall grant to the Employee, subject to Employee the right and effective as of the consummation of the IPO, options (the "Initial Options") option to purchase all or any part of an aggregate of 30,000 common shares at a price per share equal to the price per share in the IPO, three percent of determined by the Company's ordinary shares issued in the IPO (the "Ordinary Shares")Compensation Committee on October 24, but not to exceed an aggregate value of $12.0 million (valued at the IPO per share price)2001. Thirty Thirty-three and one-thirds percent (33 1/3%) of the Initial Options shall become exercisable after the first anniversary of the IPO, Grant. 33 1/3% of the Initial Options shall become exercisable after the second anniversary of the IPOGrant, and an additional 33 1/3% of the Initial Options shall become exercisable after the third anniversary thereof. No Initial In addition, no Option may be exercised after the earlier of (A) the date that is (i) ninety (90) days following the termination of the Employee's employment for any reason other than death, disability or Serious Cause (as defined in Section 11), or (ii) six (6) months after the termination of the Employee's employment by reason of death or disability or (iii) the date upon which the Employee's employment is terminated for Serious Cause; or (B) the tenth anniversary of the IPO Grant date. The consideration for the Ordinary Shares purchased upon exercise of the Initial Options may be paid in cash or by any other method permitted by the terms of the Company's Initial Option Plan. The issuance of any Ordinary Shares pursuant to the Initial Options shall in all events be subject to all applicable securities laws and the Employee shall enter into any agreement reasonably requested by the Company in order to ensure that all such issuances are in full compliance therewith. The Employee shall not have any of the rights and privileges of a shareholder of the Company with respect to the Ordinary Shares issuable upon any exercise of Initial Options unless and until his name is entered into the register of members of the Company in respect of such Ordinary Shares. If there is any change in the number or nature of outstanding shares of the Company's capital stock by reason of a share dividend, recapitalization, merger, consolidation, scheme of or arrangement, share split, combination or exchange, share repurchase or otherwise, which in any such case has a dilutive or anti-dilutive effect on the Ordinary Shares, the number of Ordinary Shares subject to each outstanding Initial Option, the exercise price thereof and/or other terms thereof shall be appropriately adjusted by the Board of Directors of the Company (or any committee thereof), whose determination shall be conclusive, so as to restore the option holder to his rights thereunder.
Appears in 1 contract
Samples: Employment Agreement (Annuity & Life Re Holdings LTD)
Initial Options. The Company shall grant to the Employee, subject to Employee the right and effective as of the consummation of the IPO, options (the "Initial Options") option to purchase all or any part of an aggregate of 20,000 common shares at a price per share equal to the price per share in the IPO, three percent of determined by the Company's ordinary shares issued in the IPO (the "Ordinary Shares"), but not to exceed an aggregate value of $12.0 million (valued at the IPO per share price)Compensation Committee. Thirty Thirty-three and one-thirds percent (33 1/3%) of the Initial Options shall become exercisable after the first anniversary of the IPO, Grant. 33 1/3% of the Initial Options shall become exercisable after the second anniversary of the IPOGrant, and an additional 33 1/3% of the Initial Options shall become exercisable after the third anniversary thereof. No Initial In addition, no Option may be exercised after the earlier of (A) the date that is (i) ninety (90) days following the termination of the Employee's employment for any reason other than death, disability or Serious Cause (as defined in Section 11), or (ii) six (6) months after the termination of the Employee's employment by reason of death or disability or (iii) the date upon which the Employee's employment is terminated for Serious Cause; or (B) the tenth anniversary of the IPO Grant date. The consideration for the Ordinary Shares purchased upon exercise of the Initial Options may be paid in cash or by any other method permitted by the terms of the Company's Initial Option Plan. The issuance of any Ordinary Shares pursuant to the Initial Options shall in all events be subject to all applicable securities laws and the Employee shall enter into any agreement reasonably requested by the Company in order to ensure that all such issuances are in full compliance therewith. The Employee shall not have any of the rights and privileges of a shareholder of the Company with respect to the Ordinary Shares issuable upon any exercise of Initial Options unless and until his name is entered into the register of members of the Company in respect of such Ordinary Shares. If there is any change in the number or nature of outstanding shares of the Company's capital stock by reason of a share dividend, recapitalization, merger, consolidation, scheme of or arrangement, share split, combination or exchange, share repurchase or otherwise, which in any such case has a dilutive or anti-dilutive effect on the Ordinary Shares, the number of Ordinary Shares subject to each outstanding Initial Option, the exercise price thereof and/or other terms thereof shall be appropriately adjusted by the Board of Directors of the Company (or any committee thereof), whose determination shall be conclusive, so as to restore the option holder to his rights thereunder.
Appears in 1 contract
Samples: Employment Agreement (Annuity & Life Re Holdings LTD)
Initial Options. The Company shall grant to the Employee, subject to Employee the right and effective as of the consummation of the IPO, options (the "Initial Options") option to purchase all or any part of an aggregate of 10,000 common shares at a price per share equal to the price per share in the IPO, three percent of determined by the Company's ordinary shares issued in the IPO (the "Ordinary Shares")Compensation Committee on February 13, but not to exceed an aggregate value of $12.0 million (valued at the IPO per share price)2002. Thirty Thirty-three and one-thirds percent (33 1/3%) of the Initial Options shall become exercisable after the first anniversary of the IPO, Grant. 33 1/3% of the Initial Options shall become exercisable after the second anniversary of the IPOGrant, and an additional 33 1/3% of the Initial Options shall become exercisable after the third anniversary thereof. No Initial In addition, no Option may be exercised after the earlier of (A) the date that is (i) ninety (90) days following the termination of the Employee's employment for any reason other than death, disability or Serious Cause (as defined in Section 11), or (ii) six (6) months after the termination of the Employee's employment by reason of death or disability or (iii) the date upon which the Employee's employment is terminated for Serious Cause; or (B) the tenth anniversary of the IPO Grant date. The consideration for the Ordinary Shares purchased upon exercise of the Initial Options may be paid in cash or by any other method permitted by the terms of the Company's Initial Option Plan. The issuance of any Ordinary Shares pursuant to the Initial Options shall in all events be subject to all applicable securities laws and the Employee shall enter into any agreement reasonably requested by the Company in order to ensure that all such issuances are in full compliance therewith. The Employee shall not have any of the rights and privileges of a shareholder of the Company with respect to the Ordinary Shares issuable upon any exercise of Initial Options unless and until his name is entered into the register of members of the Company in respect of such Ordinary Shares. If there is any change in the number or nature of outstanding shares of the Company's capital stock by reason of a share dividend, recapitalization, merger, consolidation, scheme of or arrangement, share split, combination or exchange, share repurchase or otherwise, which in any such case has a dilutive or anti-dilutive effect on the Ordinary Shares, the number of Ordinary Shares subject to each outstanding Initial Option, the exercise price thereof and/or other terms thereof shall be appropriately adjusted by the Board of Directors of the Company (or any committee thereof), whose determination shall be conclusive, so as to restore the option holder to his rights thereunder.
Appears in 1 contract
Samples: Employment Agreement (Annuity & Life Re Holdings LTD)
Initial Options. The Company shall grant to the Employee, subject to and effective as of the consummation of the IPO, options (the "Initial Options") to purchase at a price per share equal to the price per share in the IPO, three percent of the Company's ordinary shares issued in the IPO (the "Ordinary Shares"), but not to exceed an aggregate value of $12.0 million (valued at the IPO per share price). Thirty three and one-thirds percent (33 1/3%) of the Initial Options shall become exercisable after the first anniversary of the IPO, 33 1/3% of the Initial Options shall become exercisable after the second anniversary of the IPO, and an additional 33 1/3% of the Initial Options shall become exercisable after the third anniversary thereof. No Initial Option may be exercised after the earlier of (A) the date that is (i) ninety (90) days following the termination of the Employeeemployee's employment for any reason other than death, disability or Serious Cause (as defined in Section 11), or (ii) six (6) months after the termination of the Employee's employment by reason of death or disability or (iii) the date upon which the Employee's employment is terminated for Serious Cause; or (B) the tenth anniversary of the IPO date. The consideration for the Ordinary Shares purchased upon exercise of the Initial Options initial options may be paid in cash or by any other method permitted by the terms of the Company's Initial Option Plan. The issuance of any Ordinary Shares pursuant to the Initial Options shall in all events be subject to all applicable securities laws and the Employee shall enter into any agreement reasonably requested by the Company in order to ensure that all such issuances are in full compliance therewith. The Employee shall not have any of the rights and privileges of a shareholder of the Company with respect to the Ordinary Shares issuable upon any exercise of Initial Options options unless and until his name is entered into the register of members of the Company in respect of such Ordinary ordinary Shares. If there is any change in the number or nature of outstanding shares of the Company's capital stock by reason of a share dividend, recapitalization, merger, consolidation, scheme of arrangement, share split, combination or exchange, share repurchase or otherwise, which in any such case has a dilutive or anti-dilutive effect on the Ordinary Shares, the number of Ordinary Shares subject to each outstanding Initial Option, the exercise price thereof and/or other terms thereof shall be appropriately adjusted by the Board of Directors of the Company (or any committee thereof), whose determination shall be conclusive, so as to restore the option holder to his rights thereunder.
Appears in 1 contract
Samples: Employment Agreement (Annuity & Life Re Holdings LTD)
Initial Options. The Company shall grant to the Employee, subject to and effective as of the consummation of the IPO, options (the "Initial Options") to purchase at a price per share equal to the price per share in the IPO, three .7 of one percent of the Company's ordinary shares issued in the IPO (the "Ordinary Shares"), but not to exceed an aggregate value of $12.0 2.8 million (valued at the IPO per share price). Thirty three and one-thirds percent (33 1/3%) of the Initial Options shall become exercisable after the first anniversary of the IPO, 33 1/3% of the Initial Options shall become exercisable after the second anniversary of the IPO, and an additional 33 1/3% of the Initial Options shall become exercisable after the third anniversary thereof. No In addition, no Initial Option may be exercised after the earlier of (A) the date that is (i) ninety (90) days following the termination of the Employee's employment for any reason other than death, disability or Serious Cause (as defined in Section 11), or (ii) six (6) months after the termination of the Employee's employment by reason of death or disability or (iii) the date upon which the Employee's employment is terminated for Serious Cause; or (B) the tenth anniversary of the IPO date. The consideration for the Ordinary Shares purchased upon exercise of the Initial Options may be paid in cash or by any other method permitted by the terms of the Company's Initial Option Plan. The issuance of any Ordinary Shares pursuant to the Initial Options shall in all events be subject to all applicable securities laws and the Employee shall enter into any agreement reasonably requested by the Company in order to ensure that all such issuances are in full compliance therewith. The Employee shall not have any of the rights and privileges of a shareholder of the Company with respect to the Ordinary Shares issuable upon any exercise of Initial Options unless and until his name is entered into the register of members of the Company in respect of such Ordinary Shares. If there is any change in the number or nature of outstanding shares of the Company's capital stock by reason of a share dividend, recapitalization, merger, consolidation, scheme of arrangement, share split, combination or exchange, share repurchase or otherwise, which in any such case has a dilutive or anti-dilutive effect on the Ordinary Shares, the number of Ordinary Shares subject to each outstanding Initial Option, the exercise price thereof and/or other terms thereof shall be appropriately adjusted by the Board of Directors of the Company (or any committee thereof), whose determination shall be conclusive, so as to restore the option holder to his rights thereunder.be
Appears in 1 contract
Samples: Employment Agreement (Annuity & Life Re Holdings LTD)