Exhibit
10.25
ASPEN INSURANCE HOLDINGS LIMITED
PERFORMANCE
SHARE AWARD AGREEMENT
THIS AGREEMENT (the
"Agreement"), is made effective as of the
day of
, 2006 (hereinafter called
the "Date of Grant"), between Aspen Insurance
Holdings Limited, a Bermuda corporation (hereinafter called the
"Company"), and
(hereinafter called the
"Participant"):
RECITALS:
WHEREAS, the Company has adopted the
Aspen Insurance Holdings 2003 Share Incentive Plan, as amended from
time to time (the "Plan"), which Plan is
incorporated herein by reference and made a part of this Agreement.
Capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan; and
WHEREAS, the Committee has
determined that it would be in the best interests of the Company and
its shareholders to grant the performance shares provided for herein to
the Participant pursuant to the Plan and the terms set forth
herein.
NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties agree as
follows:
 |
|
| 1. |
Grant of Performance
Shares. The Company hereby awards to the Participant
Shares, payment of which is
dependent upon the achievement of certain performance goals more fully
described in Section 2 of this Agreement (the "Performance
Shares"). |
|
|
| 2. |
Vesting. The
Performance Shares shall vest and become payable only to the extent
that the Return on Equity (calculated as described in Section 2(a)
below, the "XXX") targets and the service
requirements described below are achieved. |
|
|
|
| |
(a) |
For purposes of
this Agreement, "XXX" shall be equal to net
income determined under United States Generally Accepted Accounting
Principles ("US GAAP") after deduction of the
cost of all Awards granted under the Plan as a percentage of weighted
average shareholders' equity, which shall be determined by the
Board based on the Company's audited financials under US
GAAP. |
|
|
|
| |
(b) |
For
purposes of this Agreement, "2006 XXX
Percentage" shall be equal to the Company's actual
XXX for the fiscal year ended December 31, 2006 (the "2006
Fiscal Year"), expressed as a percentage of the XXX target
for the 2006 Fiscal Year. The XXX target with respect to the 2006
Fiscal Year is set forth on Exhibit A, a copy of which is
attached hereto and incorporated herein by
reference. |
|
|
|
| |
(c) |
For
purposes of this Agreement, "2006-2008 XXX
Percentage" shall be equal to the Company's simple
average annual XXX for the fiscal years ending December 31, 2006,
December 31, 2007 and December 31, 2008 (the "2006-2008
Fiscal Years"), expressed as a percentage of the average
annual XXX target for the 2006-2008 Fiscal Years. The average annual
XXX target for the 2006-2008 Fiscal Years is set forth on Exhibit
A, a copy of which is attached hereto and incorporated herein by
reference. |
|
|
|
| |
(d) |
Subject to the
Participant's continued Employment with the Company (which
Employment shall not include the performance of services under a notice
of termination or resignation), a maximum of one-third
( 1/3) of the Performance Shares awarded hereunder (the
"2006 XXX Award") shall be eligible for
vesting ("Eligible Shares") upon the later of
(i) the date the Company's outside auditors complete the audit of
the Company's financial statements containing the information
necessary to compute the Company's XXX for the 2006 Fiscal Year
or (ii) the date such XXX is approved by the Board of Directors or an
authorized committee thereof, but only to the extent provided
below: |
1
|
|
|
|
|
|
|
| 2006
XXX Percentage |
|
Percentage of Eligible
Shares |
| <
66.67% |
|
0% |
| 66.67% |
|
10% |
| 75% |
|
32.50% |
| 83.33% |
|
55% |
| 91.67% |
|
77.50% |
| ≥100% |
|
100% |
|
Interim
percentages to be interpolated linearly.
Notwithstanding
the foregoing, if the Company's actual XXX for the 2006 Fiscal
Year is less than 10%, then none of the Performance Shares
subject to the 2006 XXX Award shall be Eligible
Shares.
|
|
|
| |
(e) |
Subject
to the Participant's continued Employment with the Company (which
Employment shall not include the performance of services under a notice
of termination or resignation), a maximum of two-thirds
( 2/3) of the Performance Shares awarded hereunder (the
"2006-2008 XXX Award") shall be Eligible
Shares upon the later of (i) the date the Company's outside
auditors complete the audit of the Company's financial statements
containing the information necessary to compute the Company's XXX
for the 2008 Fiscal Year or (ii) the date such XXX is approved by the
Board of Directors or an authorized committee thereof, but only to the
extent provided
below: |
|
|
|
|
|
|
|
| 2006-2008
XXX Percentage |
|
Percentage of Eligible
Shares |
| <
66.67% |
|
0% |
| 66.67% |
|
10% |
| 75% |
|
32.50% |
| 83.33% |
|
55% |
| 91.67% |
|
77.50% |
| ≥100% |
|
100% |
|
Interim
percentages to be interpolated linearly.
Notwithstanding
the foregoing, if the Company's simple average annual XXX for the
2006-2008 Fiscal Years is less than 10%, then none of the
Performance Shares subject to the 2006-2008 XXX Award shall be Eligible
Shares.
|
|
|
| |
(f) |
Subject
to the Participant's continued Employment with the Company (which
Employment shall not include the performance of services under a notice
of termination or resignation), all Eligible Shares shall become vested
upon the later of (i) the date the Company's outside auditors
complete the audit of the Company's financial statements
containing the information necessary to compute the Company's XXX
for the 2008 Fiscal Year or (ii) the date such XXX is approved by the
Board of Directors or an authorized committee
thereof. |
|
|
|
| |
(g) |
In
connection with any event described in Section 10(a) of the Plan or in
the event of a change in applicable accounting rules, the Committee
shall make such adjustments in the terms of the Performance Shares,
including but not limited to the XXX targets, if any, as it shall
determine shall be necessary to equitably reflect such event in order
to prevent dilution or enlargement of the potential benefits of the
Performance Shares. The Committee's determination as to any such
adjustment shall be
final. |
|
|
|
| |
(h) |
If the
Participant's Employment with the Company is terminated for any
reason, the Performance Shares shall, to the extent not then vested, be
canceled by the Company without
consideration. |
|
|
|
| |
(i) |
[Any
Performance Shares that do not become Eligible Shares by reason of the
Company's failure to achieve an XXX Percentage as set forth above
shall immediately be forfeited without
consideration.] |
2
|
|
| 3. |
Payment. |
|
|
|
| |
(a) |
The Company
shall deliver to the Participant one Share for each vested Performance
Share, less any Shares withheld in accordance with the provisions of
Section 7. Any fractional share will be rounded down to the nearest
whole Share and the remainder
forfeited. |
|
|
|
| |
(b) |
Except
as otherwise provided in the Plan, vested Performance Shares shall be
paid to the Participant as soon as practicable after the date such
Performance Shares become vested.. |
|
|
|
| |
(c) |
When Performance
Shares are paid, the Company shall issue certificates in the
Participant's name for such. However, the Company shall not be
liable to the Participant for damages relating to any delays in issuing
the certificates to him, any loss of the certificates, or any mistakes
or errors in the issuance of the certificates or in the certificates
themselves. |
|
|
| 4. |
No Right to
Continued Employment. The granting of the Performance Shares
evidenced hereby and this Agreement shall impose no obligation on the
Company or any Affiliate to continue the Employment of the Participant
and shall not lessen or affect the Company's or its
Affiliate's right to terminate the Employment of such
Participant. |
|
|
| 5. |
Legend on
Certificates. The certificates representing the Shares paid
in settlement of Performance Shares shall be subject to such stop
transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations, and other
requirements of the U.S. Securities and Exchange Commission, any stock
exchange upon which such Shares are listed, and any applicable laws,
and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such
restrictions. |
|
|
| 6. |
Transferability. The
Performance Shares may not be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by the Participant
otherwise than by will or by the laws of descent and distribution, and
any such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the
Company or any Affiliate; provided that the designation of a
beneficiary shall not constitute an assignment, alienation, pledge,
attachment, sale, transfer or encumbrance. For avoidance of doubt,
Shares issued to the Participant in payment of vested Performance
Shares pursuant to Section 3 hereof shall not be subject to any of the
foregoing transferability
restrictions. |
|
|
| 7. |
Withholding. The
Participant may be required to pay to the Company or any Affiliate and
the Company shall have the right and is hereby authorized to withhold,
any applicable withholding taxes in respect of Performance Shares and
to take such other action as may be necessary in the opinion of the
Committee to satisfy all obligations for the payment of such
withholding taxes. |
|
|
| 8. |
Securities
Laws. Upon the acquisition of any Shares pursuant to
settlement of Performance Shares, the Participant will make or enter
into such written representations, warranties and agreements as the
Committee may reasonably request in order to comply with applicable
securities laws or with this
Agreement. |
|
|
| 9. |
Bermuda Government
Regulations. No Shares shall be issued pursuant to this
Agreement unless and until all relevant licenses, permissions and
authorizations required to be granted by the Government of Bermuda, or
by any authority or agency thereof, shall have been duly
received. |
|
|
| 10. |
Notices. Any
notice necessary under this Agreement shall be addressed to the Company
in care of its Secretary at the principal executive office of the
Company and to the Participant at the address appearing in the
personnel records of the Company for the Participant or to either party
at such other address as either party hereto may hereafter designate in
writing to the other. Any such notice shall be deemed effective upon
receipt thereof by the
addressee. |
|
|
| 11. |
Choice of
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF BERMUDA, without regard to conflicts of
laws principles. |
3
|
|
| 12. |
Performance
Shares Subject to the Plan. By entering into this Agreement
the Participant agrees and acknowledges that the Participant has
received and read a copy of the Plan. The Performance Shares are
subject to the Plan (including without limitation the arbitration
provision), and the terms and provisions of the Plan, as it may be
amended from time to time, are hereby incorporated herein by reference.
In the event of a conflict between any term or provision contained
herein and a term or provision of the Plan, the applicable terms and
provisions of the Plan will govern and prevail. |
|
|
| 13. |
Rights as a
Shareholder. The Participant shall have no rights as a
shareholder, and shall not receive dividends, with respect to any
Performance Shares until the Performance Shares have been paid out and
Share certificates have been issued to the Participant. |
|
|
| 14. |
Fiscal Year. If the
Company's fiscal year is changed to other than a calendar year,
the references to calendar year in this Agreement shall be adjusted to
appropriately reflect the
change. |
|
|
| 15. |
Signature in
Counterparts. This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. |
4
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement.
ASPEN INSURANCE
HOLDINGS LIMITED
By:
AGREED AND ACKNOWLEDGED AS
OF THE DATE FIRST
ABOVE WRITTEN:
Participant
5
