Exhibit 10.8
XL CAPITAL LTD
NONSTATUTORY STOCK OPTION AGREEMENT
[Renewal Form]
THIS AGREEMENT, made and entered into as of the date of the
____ day of __________, 200_, by and between XL Capital Ltd, a Cayman Islands
corporation (the "Company"), and ______________ (the "Employee");
WITNESSETH:
WHEREAS, the Board of Directors of the Company is of the
opinion that the interest of the Company will be advanced by granting an
incentive to employees 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, the parties hereto agree as follows:
a. Subject and pursuant to all terms and conditions stated in
this Agreement and in the Program, which is incorporated by reference into this
Agreement and made a part hereof as though herein fully set forth, the Company
hereby grants on the date set forth above to the Employee the right and option
to purchase all or any part of the aggregate number of shares set forth below of
Ordinary Shares of the Company, to be issued or transferred as provided in the
Program at the option price per share set forth below. This option shall not be
treated as an incentive stock option as defined in Section 422 of the Code.
Option to purchase ______________ shares, for _____________
per share.
One-third of such options shall become exercisable on each of
the first three anniversaries of the date of grant; PROVIDED, HOWEVER, that the
option shall be immediately exercisable in full in the event of a Change of
Control or upon termination of the Employee's employment due to his or her death
or Disability; PROVIDED FURTHER, HOWEVER, that the option
- 2 -
shall become exercisable in full no later than 90 days prior to the date set
forth in paragraph (d)(i) below.
b. The option herein granted may be exercised in whole or in
part by the Employee giving written notice of exercise to the Treasurer of the
Company stating the number of shares with respect to which the option is being
exercised, in the form prescribed by the Treasurer, duly signed by the Employee.
Such exercise shall be effective upon (1) receipt of such written notice by the
Treasurer and (2) payment in full to the Company of the option price.
c. The Employee agrees (1) not to disclose any trade or secret
data or any other confidential information acquired during employment by the
Company or a subsidiary of the Company, during employment or after the
termination of employment or retirement, (2) to abide by all the terms and
conditions of the Program and such other terms and conditions as may be imposed
by the Committee, and (3) not to interfere with the employment of any other
employee of the Company or a subsidiary of the Company.
d. The options granted under this Agreement shall expire upon
the first of the following events to occur:
(i) _________________________________(1);
(ii) The third anniversary of the Retirement, death or
Disability of the Employee;
(iii) Unless otherwise provided in an Employment Agreement
between the Employee and the Company, the third
anniversary of termination of the Employee's employment
by the Company not for Cause within two years following
a Change of Control (the "Post-Change Period");
(iv) Ninety days following termination of the Employee's
employment by the Company not for Cause outside a
Post-Change Period;
----------------------------
(1) The 10th anniversary of grant of the original option.
- 3 -
(v) The last date of employment of the Employee if
employment is terminated by the Company for Cause; or
(vi) Thirty days after the last date of employment of the
Employee if employment terminates other than as set
forth in (ii), (iii), (iv) or (v) of this paragraph d.
"Cause" shall mean:
(A) conviction of the Employee of a felony involving moral turpitude or
dishonesty;
(B) the Employee, in carrying out his or her duties for the Company,
has been guilty of (1) gross neglect or (2) willful misconduct; PROVIDED,
HOWEVER, that any act or failure to act by the Employee shall not constitute
Cause for this purpose if such act or failure to act was committed, or omitted,
by the Employee in good faith and in a manner reasonably believed to be in the
overall best interests of the Company. The determination of whether the Employee
acted in good faith and that he or she reasonably believed his or her action to
be in the Company's overall best interest will be in the reasonable judgment of
the General Counsel of the Company or, if the General Counsel shall have an
actual or potential conflict of interest, the Committee; or
(C) the Employee's continued willful refusal to obey any appropriate
policy or requirement duly adopted by the Company and the continuance of such
refusal after receipt of notice.
e. Notwithstanding any provision in this Agreement or the
Program to the contrary, in the event the Employee fails to continue to be the
beneficial owner of at least _______ of the Shares received on exercise of the
option to purchase _______ Shares granted to the Employee on ____________ for at
least two years following such exercise, (i) this option shall terminate in full
immediately upon the disposition of beneficial ownership of any of such Shares,
and (ii) if the Employee has exercised all or any portion of this option prior
to such a disposition of beneficial ownership of such Shares, the Employee shall
immediately upon such disposition return to the Company, in cash, an amount
equal to the excess of the fair market value of the Shares received on exercise
of this option (determined at the time of exercise) over the exercise price.
- 4 -
f. The Employee acknowledges that when the Employee is
required to recognize income for any tax purposes as the result of the exercise
of an option to purchase shares pursuant to this Agreement, that such income may
be subjected to the withholding of tax by the Company. The Employee agrees that
the Company may either withhold an appropriate amount from any compensation or
any other payment of any kind then payable or which may become payable to the
Employee, or the Company may require the Employee to make a cash payment to the
Company equal to the amount of withholding required in the opinion of the
Company. In the event the Employee does not make such payment when requested,
the Company may refuse to issue or cause to be delivered any shares under this
Agreement entered into pursuant to the Program until such payment has been made
or arrangements for such payment satisfactory to the Company have been made.
g. The Employee shall have no rights as a shareholder with
respect to any Ordinary Shares subject to this option prior to the date of
issuance to such Employee of a certificate or certificates for such shares.
h. 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 Employee to members of his or her "immediate family," to a trust
established for the exclusive benefit of solely one or more members of the
Employee's "immediate family" and/or the Employee, or to a partnership pursuant
to which the only partners are one or more members of the Employee's "immediate
family" and/or the Employee. 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 Employee's children, stepchildren,
grandchildren, parents, stepparents, grandparents, spouse, siblings (including
half brothers and sisters), in-laws, and relationships arising because of legal
adoption.
i. This Agreement shall be binding upon and inure to the
benefit of the Company and the Employee and their respective heirs,
representatives and successors.
- 5 -
j. The Employee, by execution of this Agreement, acknowledges
receipt of the option granted on the date shown above, as well as a copy of the
Program.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement, all as of the date of grant set forth above.
ATTEST: XL CAPITAL LTD
_______________________ By:_________________________
WITNESS:
_______________________ ____________________________
[Name of Employee]
