Exhibit 10.16
FORM OF OPTION AGREEMENT
NONE OF THE ST. XXXX OWNERSHIP OPTION, THE ST. XXXX PARTICIPATION OPTION (EACH
AS DEFINED BELOW) AND THE COMMON SHARES DELIVERABLE UPON EXERCISE OF EITHER THE
ST. XXXX OWNERSHIP OPTION OR THE ST. XXXX PARTICIPATION OPTION, HAVE BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933. NEITHER OPTION NOR ANY
INTEREST THEREIN MAY BE ASSIGNED OR OTHERWISE TRANSFERRED, DISPOSED OF OR
ENCUMBERED EXCEPT FOLLOWING RECEIPT BY PLATINUM UNDERWRITERS HOLDINGS, LTD. (THE
"COMPANY") OF EVIDENCE SATISFACTORY TO IT, WHICH MAY INCLUDE AN OPINION OF
UNITED STATES COUNSEL, THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION UNDER
THE SECURITIES ACT OR STATE SECURITIES LAWS AND UPON OBTAINMENT OF ANY REQUIRED
GOVERNMENT APPROVALS. TRANSFER OF EITHER THE ST. XXXX OWNERSHIP OPTION OR THE
ST. XXXX PARTICIPATION OPTION, OR ANY INTEREST THEREIN, MAY BE DISAPPROVED BY
THE BOARD OF DIRECTORS OF THE COMPANY IF, IN THEIR REASONABLE JUDGMENT, THEY
HAVE REASON TO BELIEVE THAT SUCH TRANSFER MAY EXPOSE THE COMPANY, ANY SUBSIDIARY
THEREOF, ANY SHAREHOLDER OR ANY PERSON CEDING INSURANCE TO THE COMPANY OR ANY
SUCH SUBSIDIARY TO ADVERSE TAX OR REGULATORY TREATMENT IN ANY JURISDICTION.
COMMON SHARES OBTAINED UPON EXERCISE OF THIS OPTION AGREEMENT ARE SUBJECT TO
SUBSTANTIAL RESTRICTIONS ON TRANSFER AS SET FORTH IN SECTION 5(C) OF THIS OPTION
AGREEMENT.
This OPTION AGREEMENT is made this [ ] day of June, 2002 between PLATINUM
UNDERWRITERS HOLDINGS, LTD., a company organized under the laws of the Islands
of Bermuda (the "Company"), and THE ST. XXXX COMPANIES, INC., a company
incorporated under the laws of the State of Minnesota in the United States of
America ("St. Xxxx").
R E C I T A L S :
----------------
WHEREAS, the Company is contemplating an initial public offering (the
"Public Offering") of its common shares of par value U.S. $0.01 per share (the
"Common Shares");
WHEREAS, St. Xxxx and the Company have entered into a Formation and
Separation Agreement, dated as of [ ], 2002 (the "Formation and Separation
Agreement") in which St. Xxxx and the Company have set forth certain terms of
their continuing relationship following the Public Offering;
WHEREAS, as contemplated by the Formation and Separation Agreement,
contingent upon the consummation of the Public Offering, St. Xxxx will
contribute certain assets to the Company, in consideration for which the Company
intends to issue to St. Xxxx or its nominees (i) pursuant to a private
placement, a number of Common Shares equal to up to approximately 24.9% of all
Common Shares outstanding following the consummation of the Public Offering
and the private placement (the "St. Xxxx Investment") subject to a sliding scale
based on the initial public offering price, whereby if the initial public
offering price of the Common Shares is less than $25, the number of Common
Shares issued to St. Xxxx in the St. Xxxx Investment will be reduced pro rata,
(ii) the St. Xxxx Ownership Option, as defined below, under the circumstances
specified in this Agreement; and (iii) the St. Xxxx Participation Option, as
defined below, under the circumstances specified in this Agreement; all
capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Formation and Separation Agreement;
NOW, THEREFORE, in furtherance of the transactions contemplated by the
Formation and Separation Agreement, and in consideration of the mutual promises,
covenants and agree ments set forth therein and herein, the receipt and
sufficiency of which are acknowledged, the parties hereby agree as follows:
1. (a) In the event St. Xxxx is issued less than 13,262,300 Common Shares (or
15,251,600 Common Shares, if the underwriters exercise their over-allotment
option in the Public Offering in full), PROVIDED that St. Xxxx xxx not purchase
more than ___________ Common Shares (or ____________ Common Shares, if the
underwriters exercise their over-allotment option in full), pursuant to the St.
Xxxx Ownership Option in the St. Xxxx Investment, the Company grants St. Xxxx an
option (the "St. Xxxx Ownership Option") to purchase such number of Common
Shares (the "St. Xxxx Ownership Option Shares") as is necessary to increase St.
Paul's actual ownership interest in the Common Shares following the completion
of the Public Offering and the St. Xxxx Investment to an approximate 24.9% of
such Common Shares so outstanding.
(b) The St. Xxxx Ownership Option is exercisable, at an exercise price per
Common Share equal to the initial public offering price per Common Share (the
"St. Xxxx Ownership Option Price"), in whole or in part at any time prior to the
tenth anniversary of the completion of the Public Offering (the "St. Xxxx
Ownership Option Exercise Period").
(c) The Company grants St. Xxxx an option (the "St. Xxxx Participation
Option"; with the St. Xxxx Ownership Option, each, an "Option") to purchase up
to 2 million Common Shares (the "St. Xxxx Participation Option Shares"; with the
St. Xxxx Ownership Option Shares, the "Option Shares").
(d) The St. Xxxx Participation Option is exercisable at an exercise price
per share of 130% of the initial public offering price per Common Share (the
"St. Xxxx Participation Option Price"; with the St. Xxxx Ownership Option Price,
each, an "Option Price") in whole or in part at any time after the second
anniversary of the completion of the Public Offering and prior to the tenth
anniversary (the "St. Xxxx Participation Option Exercise Period"; with the St.
Xxxx Ownership Option Exercise Period, each, an "Exercise Period").
(e) An "Exercise Date" is any day during an Exercise Period, other than a
Saturday, Sunday or other day on which banking institutions in New York City or
Bermuda are authorized or obligated by law or executive order to close (a
"Business Day"). An Option may be exercised
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as provided herein until 12:01 A.M., New York City time, on the first day after
the expiration of the Exercise Period.
(f) St. Paul's ownership interest in the Common Shares may not, at any
time, exceed a percentage equal to 24.9% of the Common Shares outstanding. It is
agreed and understood that, prior to any exercise of the St. Xxxx Ownership
Option or the St. Xxxx Participation Option, as the case may be, St. Xxxx shall,
if necessary, dispose of such number of Common Shares that, immediately after
any exercise of either Option, St. Xxxx will not be a "United States 25%
Shareholder" as defined in the Company's bye-laws as in effect as of the
completion of the Public Offering.
(g) Option Shares upon issue will rank equally in all respects with the
other Common Shares of the Company, but in no case will any Option Shares carry
any option or other right to subscribe for further additional shares.
(h) St. Xxxx is not, solely by virtue hereof, entitled to any rights of a
shareholder in the Company either at law or in equity.
(i) Upon any merger, amalgamation, consolidation, scheme of arrangement or
similar transaction involving the Company and any third party that is not a
subsidiary of the Company, or any sale of all or substantially all the assets of
the Company to any third party that is not a subsidiary of the Company (each, a
"Transaction") in which all holders of Common Shares become entitled to receive,
in respect of such shares, any capital stock, rights to acquire capital stock or
other securities of the Company or of any other person, any cash or any other
property, or any combination of the foregoing (collectively, "Transaction
Consideration"), the Options shall entitle St. Xxxx to receive all Transaction
Consideration that St. Xxxx would have been entitled to if it had exercised the
Options in full immediately prior to the Transaction [(to the extent it remains
unexercised and without regard to the limitations in Section 1(f) hereof)], in
each case upon payment by St. Xxxx of the Option Price as in effect immediately
prior to such time. In determining the kind and amount of Transaction
Consideration that St. Xxxx would be entitled to receive in respect of any
Transaction pursuant to this Section 1(i), St. Xxxx shall be entitled to
exercise any rights of election as to the kinds and amounts of consideration
receivable in such Transaction that are provided to holders of Common Shares in
such Transactions. Any adjustment in respect of a Transaction pursuant to this
Section 1(i) shall become effective immediately after the effective time of such
Transaction, retroactive to any record date therefor. The Company shall take
such action as is necessary to ensure that St. Xxxx shall be entitled to receive
Transaction Consideration upon the terms and conditions provided in this Section
1(i). Notwithstanding the foregoing, if an adjustment is made pursuant to this
Section 1(i) in respect of a Transaction that involves a Change of Control (as
defined below), St. Xxxx shall be entitled to exercise the Options pursuant to
this Section 1(i) without regard to Section 1(f) hereof. A Transaction is deemed
to involved a "Change of Control" if the beneficial owners of the outstanding
Common Shares immediately prior to the effective time of such Transaction are
not the beneficial owners of a majority of the total voting power of the
surviving or acquiring entity in the Transaction, as the case may be,
immediately after such effective time.
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2. (a) To exercise an Option in accordance with Section 1(b) or Section 1(d)
hereof, St. Xxxx shall provide written notice to the Company of its intention to
exercise all or a portion of such Option at least [five(5)] days prior to the
intended Exercise Date (such notice must indicate the number of Option Shares
St. Xxxx intends to purchase upon exercise of such Option and must be in writing
signed by or on behalf of St. Xxxx and delivered or sent by registered post to
the Company at its registered office). Upon such notice, if and to the extent
requested by St. Xxxx, the Company shall promptly commence the preparation of a
registration statement subject to the limitations of and in the manner provided
in the Registration Rights Agreement to be entered into between the Company and
St. Xxxx substantially in the form of Scheule __ hereto (as it may be amended
from time to time, the "Registration Rights Agreement") in order to permit St.
Xxxx to resell to the public up to the full number of Option Shares to be
purchased by it pursuant to such Option's exercise.
(b) St. Xxxx xxx require Option Shares to be allotted to any nominee or
nominees of St. Xxxx.
(c) The Company shall issue and allot Option Shares upon exercise of an
Option and payment of the total price payable therefor.
3. (a) In case the Company at any time after the date that the number of Common
Shares issuable pursuant to the Public Offering and the St. Xxxx Investment has
been determined:
(A) declares or pays a dividend or makes any other distribution with
respect to its capital stock in Common Shares such that the number of
Common Shares outstanding is increased,
(B) subdivides or splits-up its outstanding Common Shares, such that
the number of Common Shares outstanding is increased,
(C) combines its outstanding Common Shares into a smaller number of
Common Shares or
(D) effects any reclassification of the Common Shares other than a
change in par value (including any such reclassification in connection with
an amalgamation or merger in which the Company is the surviving entity or a
reincorporation of the Company),
the number of Common Shares purchasable upon exercise of an Option be
proportionately adjusted so that St. Xxxx will be entitled to receive the kind
and number of Common Shares or other securities of the Company which it would
have been entitled to receive after the happening of any of the events described
above if such Option had been exercised immediately prior to the happening of
such event or any record date with respect thereto. An adjustment made pursuant
to this paragraph 3(a) become effective immediately after the effective date of
such event
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retroactive to the record date, if any, for such event.
(b) In case the Company issues rights, options or warrants to all holders
of its out standing Common Shares entitling them to subscribe for or purchase
Common Shares at a price per share which is lower at the record date mentioned
below than the then Current Market Value (as defined in Section 3(d)), the
number of Option Shares that St. Xxxx xxx purchase thereafter upon the exercise
of an Option will be determined by multiplying the number of Option Shares
theretofore purchasable upon exercise of such Option by a fraction, of which the
numerator is the sum of (A) the number of Common Shares outstanding on the
record date for determining share holders entitled to receive such rights,
options or warrants plus (B) the number of additional Common Shares offered for
subscription or purchase, and of which the denominator shall be the sum of (A)
the number of Common Shares outstanding on the record date for determining share
holders entitled to receive such rights, options or warrants plus (B) the number
of shares which the aggregate offering price of the total number of Common
Shares so offered would purchase at the Current Market Value (as defined below
in Section 3(d)) per share of Common Shares at such record date. Such adjustment
shall be made whenever such rights, options or warrants are issued, and shall
become effective immediately after the record date for the determination of
shareholders entitled to receive such rights, options or warrants.
(c) In the event the Company distributes to all holders of its Common
Shares any of the capital stock of any of its subsidiaries (each, a
"Subsidiary"), the Options will upon such distribution be deemed to be options
to purchase the kind and number of shares of the capital stock of the Subsidiary
which St. Xxxx would have been entitled to receive after such distribution had
the Options been exercised immediately prior to such distribution or any record
date with respect thereto. The roll-over of the Options into options to purchase
shares of capital stock of the applicable Subsidiary pursuant to this Section
3(c) will become effective immediately after the effective date of the
distribution of shares of the capital stock of the applicable Subsidiary to
shareholders of the Company described above.
(d) For the purpose of any computation under Section 3(b), the "Current
Market Value" of such Common Shares on a specified date is deemed to be the
average of the daily closing prices per share for the ten consecutive Trading
Days (as defined below) ending on the day before the applicable record date.
"Trading Day" means each Monday, Tuesday, Wednesday, Thursday and Friday, other
than any day on which the Common Shares are not traded on the applicable
securities exchange or on the applicable securities market. The closing price
for each day is the reported last sale price regular way or, in case no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices regular way, in either case on the New York Stock Exchange or,
if the Common Shares are not listed or admitted to trading on such Exchange, on
the principal national securities exchange on which the Common Shares are listed
or admitted to trading or, if not listed or admitted to trading on any national
securities exchange, on the NASDAQ National Market or, if the Common Shares are
not listed or admitted to trading on any national securities exchange or quoted
on the NASDAQ National Market, the average of the closing bid and asked prices
in the over-the-counter market as furnished by any New York Stock Exchange
member firm reasonably selected from time to time
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by the Board of Directors of the Company for that purpose.
(e) Whenever the number of Common Shares purchasable by St. Xxxx upon the
exercise of an Option is adjusted, as herein provided, the Option Price be
adjusted by multiplying such Option Price immediately prior to such adjustment
by a fraction, of which the numerator shall be the number of Option Shares
purchasable upon the exercise of such Option immediately prior to such
adjustment, and of which the denominator shall be the number of Option Shares
purchasable immediately thereafter.
(f) No adjustment in the number of Option Shares purchasable upon the
exercise of an Option need be made under Section 3(b) and (c) if the Company
issues or distributes, pursuant to this Agreement, to St. Xxxx the shares,
rights, options, warrants, securities or assets referred to in those paragraphs
which St. Xxxx would have been entitled to receive had such Option been
exercised prior to the happening of such event or the record date with respect
thereto. No adjustment need be made for a change in the par value of the Option
Shares.
(g) For the purpose of this Section 3, the term "Common Shares" shall mean
(i) the class of stock consisting of the Common Shares of the Company, or (ii)
any other class of stock resulting from successive changes or reclassification
of such shares other than consisting solely of changes in par value. In the
event that at any time, as a result of an adjustment made pursuant to Section 3
(a) above, St. Xxxx will become entitled to receive any securities of the
Company other than Common Shares, thereafter the number of such other securities
so receivable upon exercise of an Option and the Option Price of such securities
will be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Option
Shares contained in paragraphs (a) through (f), inclusive, above; PROVIDED,
HOWEVER, that the Option Price will at no time be less than the aggregate par
value of the Common Shares or other securities of the Company obtainable upon
exercise of such Option[, PROVIDED, FURTHER, that the Company shall reduce the
par value of its Common Shares or other securities from time to time as
necessary so that the foregoing shall not occur.]
(h) In the case of Section 3(b), upon the expiration of any rights, options
or warrants or if any thereof shall not have been exercised, the Option Price
and the number of Common Shares purchasable upon the exercise of an Option
shall, upon such expiration, be readjusted and shall thereafter be such as they
would have been had they been originally adjusted (or had the original
adjustment not been required, as the case may be) as if (A) the only Common
Shares so issued were the Common Shares, if any, actually issued or sold upon
the exercise of such rights, options or warrants and (B) such Common Shares, if
any, were issued or sold for the consideration actually received by the Company
upon such exercise plus the aggregate consideration, if any, actually received
by the Company for the issuance, sale or grant of all such rights, options or
warrants whether or not exercised; PROVIDED, FURTHER, that no such readjustment
may have the effect of increasing the Option Price or decreasing the number of
Common Shares purchasable upon the exercise of such Option by an amount in
excess of the amount of the adjustment initially made in respect to the
issuance, sale or grant or such rights, options or warrants.
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(i) In the case of Section 3(b), on any change in the number of Common
Shares deliverable upon exercise of any such rights, options or warrants, other
than a change resulting from the antidilution provisions hereof, the number of
Option Shares thereafter purchasable upon the exercise of an Option shall
forthwith be readjusted to such number as would have been obtained had the
adjustment made upon the issuance of such rights, options or warrants not
converted prior to such change (or rights, options or warrants related to such
securities not converted prior to such change) been made upon the basis of such
change.
(j) The Company may at its option, at any time during the term of the
Options, reduce the then current Option Price to any amount and for any period
of time deemed appropriate by the Board of Directors of the Company, including
such reductions in the exercise price as the Company considers to be advisable
in order that any event treated for Federal income tax purposes as a dividend of
stock or stock rights shall not be taxable to the recipients.
4. The Company undertakes to increase its authorized share capital prior to the
dates upon which the Options shall become exercisable to a level sufficient to
satisfy any exercise of the Options.
5. (a) The Options may not be assigned or otherwise transferred, disposed of or
encumbered by St. Xxxx (or any subsequent transferee) in whole or in part except
as provided in this Section 5.
(b) In the event of an amalgamation of the Company with or merger of the
Company into another person, or a sale, transfer or lease to another person
(each such person, a "Successor Person") of all or substantially all the assets
of the Company, the Options may be transferred to a person which is a
shareholder, partner or other affiliated person (directly or indirectly) of such
Successor Person.
(c) On and after the date which is the second anniversary of the closing
date of the Public Offering, St. Xxxx xxx transfer the Options, in whole or in
part, in one or more private transaction(s) TO UP TO THREE INSTITUTIONAL
INVESTORS; PROVIDED, HOWEVER, that any proposed transfer is conditioned upon
(i) receipt by the Company of evidence satisfactory to it, which may
include an opinion of United States counsel that such transfer would not
require registration under the Securities Act or state securities laws and
upon the obtainment of any required government approvals (which approvals
the Company agrees to use commercially reasonable efforts to assist in
obtaining); and
(ii) the proposed transferee executing and delivering instruments
reasonably acceptable to the Company acknowledging
(A) that the Option Shares have not been registered under the
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Securities Act and, accordingly, the transferee may not offer, sell,
assign, pledge or otherwise transfer any Option Shares except pursuant
to an effective registration statement under the Securities Act
covering such Option Shares or pursuant to an available exemption from
the registration requirements of the Securities Act;
(B) that the Company is entitled to decline to register any
transfer of Option Shares, and any transfer of Option Shares shall be
void, unless (i) such transfer is made pursuant to and in accordance
with Rule 144 (PROVIDED that the Company (or its designated agent for
such purpose) may request a certificate satisfactory to it of
compliance by the transferor with the requirements of Rule 144), (ii)
such transfer is made pursuant to another available exemption from the
registration requirements of the Securities Act (PROVIDED that, if not
already a party hereto, the intended transferee agrees to abide by the
provisions of this Section 5(c)(ii), and PROVIDED, FURTHER, that, if
the Company requests, the transferor first provides the Company (or
such agent) with evidence satisfactory to it, which may include an
opinion of U.S. counsel satisfactory to the Company, to the effect
that such transfer is made pursuant to another available exemption
from the registration requirements of the Securities Act) or (iii)
such transfer is made pursuant to an effective registration statement
under the Securities Act covering the Option Shares being transferred,
including a registration statement filed pursuant to the Registration
Rights Agreement (the Company being entitled to waive or modify the
foregoing transfer requirements, generally or in any particular case,
to the extent that it determines, on advice of U.S. counsel, that
compliance with such requirements is not necessary to ensure
compliance with the Securities Act, or such modification is necessary
to ensure compliance with the Securities Act, as the case may be);
(C) that, except as provided below, no Option Share shall be held
in book-entry form, and each certificate representing an Option Share
shall be evidenced by a certificate bearing a restrictive legend (the
"Legend") substantially in the form set forth below:
THE COMMON SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. SUCH SHARES MAY NOT BE HELD IN BOOK- ENTRY FORM.
SUCH SHARES ARE ALSO SUBJECT TO RESTRICTIONS ON TRANSFER IN THE OPTION
AGREEMENT, DATED AS OF JUNE [ ], 2002, BETWEEN THE ST. XXXX COMPANIES,
INC. AND PLATINUM UNDERWRITERS HOLDINGS, LTD. (THE "COMPANY"), WHICH
MAY REQUIRE, AMONG OTHER THINGS, THE PRIOR RECEIPT BY THE COMPANY FROM
THE TRANSFEROR OR
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THE TRANSFEREE OF EVIDENCE SATISFACTORY TO IT, WHICH MAY INCLUDE AN
OPINION OF U.S. COUNSEL OR UNDERTAKINGS TO BE BOUND BY SUCH AGREEMENT.
SUCH SHARES ARE ALSO SUBJECT TO RESTRICTIONS IN THE BYE-LAWS OF THE
COMPANY, INCLUDING RESTRICTIONS ON TRANSFER INTENDED TO ENSURE THAT NO
PERSON BECOMES OR IS DEEMED TO BECOME A 10% SHAREHOLDER OF THE COMPANY
(AS EXPLAINED IN SUCH BYE-LAWS).
and
(D) that the transferee shall become a party to the Registration
Rights Agreement, with the attendant rights and obligations
thereunder; PROVIDED, FURTHER, that any proposed transfer may be
disapproved by the Board of Directors of the Company if, in their
reasonable judgment, they have reason to believe that such transfer
may expose the Company, any subsidiary thereof, any shareholder or any
person ceding insurance to the Company OR ANY SUCH SUBSIDIARY TO
ADVERSE TAX OR REGULATORY TREATMENT IN ANY JURISDICTION. In connection
with or following any transfer of Option Shares in accordance with
clause (i) or (iii) of Section 5(c)(ii)(B), and upon the surrender of
any certificate or certificates representing such Option Shares to the
Company (or such agent), the Company shall cause to be issued in
exchange therefor a new certificate or certificates that represent the
same Common Shares and do not bear the Legend (or shall permit such
shares to be held in book-entry form). The Company shall cause each
Option Share transferred as contemplated by clause (i) or (iii) of
Section 5(c)(ii)(B) to be duly listed on each securities exchange, and
to be accepted for quotation in each interdealer quotation system, on
or in which any Common Shares are listed or quoted at the time of such
transfer (PROVIDED that the approval for such listing or quotation has
been obtained by the Company), in each case so that the Option Share
so transferred will be freely transferable on each such exchange and
in each such system to the same extent as the Common Shares then
listed thereon or quoted therein.
(d) In connection with any transfer of all or a portion of an Option
pursuant to Section 5(c), the Company shall prepare an Option Agreement (or, in
the case of a partial transfer, Option Agreements) issuable to the transferee
(and transferor, in the case of partial transfer) upon surrender to the Company
of the existing Option Agreement upon consummation of the transfer. Upon said
consummation, the transferee shall have such rights and obligations with respect
to the number of Option Shares covered by the portion of such Option transferred
to such transferee as the rights and obligations of St. Xxxx hereunder. As used
herein, "10% Shareholder" means a person who owns, in aggregate, (i) directly,
(ii) with respect to persons who are United States persons, by application of
the attribution and constructive ownership rules of Sections 958(a) and 958(b)
of the Code or (iii) beneficially, directly or indirectly, within the meaning of
Section 13(d)(3) of the United States Securities Exchange Act of 1934, issued
shares of the Company carrying 10% or more of the total combined voting rights
attaching to all issued
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shares.
(e) Any transferee of all or part of an Option pursuant to Section 5(c)
hereof (or any subsequent transferee who holds any portion of such Option as a
result of a transfer pursuant to this Section 5(e)) may transfer, in whole but
not in part, its portion of such Option to a subsequent transferee; PROVIDED
that any such transfer shall be subject to the terms and conditions set forth in
Section 5(c) and 5(d) hereof.
6. The issuance of share certificates upon the exercise of an Option shall be
without charge to St. Xxxx. The Company shall pay, and indemnify St. Xxxx from
and against, any issuance, stamp, documentary or other taxes (other than
transfer taxes and income taxes), or charges imposed by any governmental body,
agency or official by reason of the exercise of such Option or the resulting
issuance of Common Shares.
7. This Agreement shall be governed by and construed in accordance with the laws
of New York, without regard to principles regarding conflicts of laws.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed and
attested by its duly authorized officers and to be dated as of _______________,
2002.
PLATINUM UNDERWRITERS HOLDINGS, LTD.
By:
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Name:
Title:
THE ST. XXXX COMPANIES, INC.
By:
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Name:
Title:
