Exhibit 10.14
XL CAPITAL LTD
Director Stock Option Agreement
AGREEMENT made and entered into as of _____________ __, ____
by and between XL Capital Ltd (the "Company"), a Cayman Islands corporation, and
______________, a non-employee director of the Company on the date hereof (the
"Option Holder").
WHEREAS, the interests of the Company will be advanced by
granting an incentive to nonemployee directors and by encouraging and enabling
them to acquire stock ownership in the Company and assuring a close identity of
their interests with those of the Company; and
WHEREAS, pursuant to the provisions of the 1991 Performance
Incentive Program (the "Program") of the Company, the Committee (as defined in
the Program) has authorized and directed the execution and delivery of this
Agreement in the name of and on behalf of the Company;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, and for other good and valuable consideration, the
Company and the Option Holder agree as follows:
(a) GRANT. The Option Holder is hereby granted an option (the
"Option") to purchase 5,000 ordinary shares of the Company (the "Option
Shares"). The Option is granted as of ________ __, ____ (the "Date of Grant"),
and such grant is subject to the terms and conditions herein and the terms and
conditions of the applicable provisions of the Program, which terms and
conditions of the Program are incorporated by reference herein. Such Option
shall not be treated as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended.
(b) STATUS OF OPTION SHARES. The Option Shares shall upon
issue rank equally in all respects with the other ordinary shares of the Company
("Shares").
(c) OPTION PRICE. The purchase price for the Option Shares
shall be, except as herein provided, US$_____ per Option Share, hereinafter
sometimes referred to as the "Option Price."
(d) TERM OF OPTION. The Option may be exercised only during
the period (the "Option Period") which shall commence on the Date of Grant and
shall continue
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until the tenth anniversary of the Date of Grant. Thereafter, the Option Holder
shall cease to have any rights in respect thereof.
(e) NO RIGHTS OF SHAREHOLDER. The Option Holder shall not, by
virtue hereof, be entitled to any rights of a shareholder in the Company, either
at law or in equity.
(f) EXERCISABILITY. The Option may be exercised at any time or
from time to time during the Option Period in regard to all or any portion of
the Option Shares, as may be adjusted pursuant to paragraph (g) below.
(g) TRANSFERABILITY. The option herein granted may be assigned
or otherwise transferred only in the following circumstances: (i) by will or the
laws of descent and distribution; (ii) by valid beneficiary designation taking
effect at death made in accordance with procedures established by the Committee;
or (iii) by the Option Holder to members of his or her "immediate family," to a
trust established for the exclusive benefit of solely one or more member of the
Option Holder's "immediate family" and/or the Option Holder, or to a partnership
or other entity pursuant to which the only owners are one or more members of the
Option Holder's "immediate family" and/or the Option Holder. Any Option held by
the transferee will continue to be subject to the same terms and conditions that
were applicable to the Option immediately prior to the transfer, except that the
Option will be transferable by the transferee only by will or the laws of
descent and distribution. For purposes hereof, "immediate family" means the
Option Holder's children, stepchildren, grandchildren, parents, step-parents,
spouse, siblings (including half brothers and sisters), in-laws, and
relationships arising because of legal adoption.
(h) EXERCISE OF OPTION. In order to exercise the Option, the
Option Holder shall submit to the Company an instrument in writing signed by the
Option Holder, specifying the number of Option Shares in respect of which the
Option is being exercised, accompanied by payment, in such form as is acceptable
to the Committee, of the Option Price for the Option Shares for which the Option
is being exercised. Option Shares will then be issued accordingly by the Company
within fifteen business days, and a share certificate dispatched to the Option
Holder within thirty days. The Company shall not be required to issue a
fractional Share upon the exercise of the Option. If any fractional interest in
a Share would be deliverable upon the exercise of the Option in whole or in part
but for the provisions of this paragraph, the Company, in lieu of delivering any
such fractional share therefor, shall pay a cash adjustment therefor in an
amount equal to the Fair Market Value (as defined in the Program) of a Share
multiplied by the fraction of the fractional share which would otherwise has
been issued hereunder. Anything to the contrary herein notwithstanding, the
Company shall not be obliged to issue any Option Shares hereunder if the
issuance of such Option Shares would violate the provisions of any applicable
law.
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(i) EXPENSES OF ISSUANCE OF OPTION SHARES. The issuance of
stock certificates upon the exercise of the Option in whole or in part shall be
without charge to the Option Holder. The Company shall pay, and indemnify the
Option Holder from and against, any issuance, stamp or documentary taxes (other
than transfer taxes) or charges imposed by any governmental body, agency or
official by reason of the exercise of the Option in whole or in part or the
resulting issuance of the Option Shares.
(j) REFERENCES. References herein to rights and obligations of
the Option Holder shall apply, where appropriate, to the Option Holder's legal
representative or estate without regard to whether specific reference to such
legal representative or estate is contained in a particular provision of this
Option.
(k) NOTICE. Any notice required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been given when
delivered personally or by courier, or sent by certified or registered mail,
postage prepaid, return receipt requested, duly addressed to the party concerned
at the address indicated below or to such changed address as such party may
subsequently by similar process give notice of:
If to the Company:
XL Capital Ltd
XX Xxxxx
Xxx Xxxxxxxxxx Xxxx
Xxxxxxxx XX 00 Bermuda.
Attn: Xxxx X. Xxxxxxxx
If to the Optionee:
(l) GOVERNING LAW. This Option shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to principles regarding conflict of laws thereof.
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IN WITNESS WHEREOF, the Company has duly caused this Option to
be signed as of the date first above written.
XL Capital Ltd.
By: ___________________________________
Xxxx X. Xxxxxxxx
___________________________________
