MAIDEN HOLDINGS, LTD. Form of Share Option Agreement
EXHIBIT
10.5
Form
of Share Option Agreement
1. Grant
of Option.
Maiden
Holdings, Ltd., a Bermuda Holding company (the “Company”), hereby grants to
[ ]
(the
“Participant”) an Option to purchase an aggregate of [ ]
Ordinary Shares, $.01 par value, of the Company, at a price of
$[ ]
per
share, purchasable as set forth in and subject to the terms and conditions
herein. The date of grant of this Option is [ ]
(“Award
Date”). This Option for non-qualified shares (“NSO”) has been duly granted by
the Company’s Board of Directors pursuant to the Company’s 2007 Share Incentive
Plan (the “Plan”) and subject to the terms and provisions thereof. Any
capitalized terms not defined herein shall have the meaning set forth in
the
Plan.
2. Exercise
of Option and Provisions for Termination.
(a) Except
as
otherwise provided herein and subject to the right of cumulation provided
herein, this Option may be exercised, prior to the 10th
anniversary of the Award Date, as to not more than the following number
of
shares covered by this option during the respective periods set forth
below:
|
Number
of Months
From
Award Date
|
Vested
Percentage
|
Number
of
NSO
Shares
|
|
0
up to 12
|
[
]%
|
[
]
|
|
12
through 10th
|
[
]%
|
[
]
|
|
Anniversary
of
Award
Date
|
(b) The
right
of exercise provided herein shall be cumulative so that if the Option were
not
exercised to the maximum extent permissible during any such period it shall
be
exercisable, in whole or in part, with respect to all shares not so purchased
at
any time during any subsequent period prior to the expiration or termination
of
this Option. This Option may not be exercised at any time after the
10th
anniversary of the Award Date.
(c) Subject
to the terms and conditions hereof, this Option shall be exercisable by
Participant giving written notice of exercise to the Company on a form
acceptable to the Company, specifying the number of shares to be purchased
and
the purchase price to be paid therefore and accompanied by payment in accordance
with Section 3 hereof. Such exercise shall be effective upon receipt by
the
Treasurer of the Company of the written notice together with the required
payment. Participant shall be entitled to purchase fewer than the number
of
shares purchasable hereunder at the date of exercise, provided that no
partial
exercise of this Option shall be for fewer than 100 shares.
(d) This
Option shall become fully vested if Participant’s service on the Board of
Directors is terminated due to: (i) retirement on or after the Participant’s
sixty-fifth birthday; (ii) retirement on or after the Participant’s fifty-fifth
birthday with the consent of the Company; (iii) retirement at any age
on account
of total and permanent disability as determined by the Company; or
(iv) death.
(e) Except
as
provided in Subsection (d), this Option shall terminate immediately if
Participant’s service on the Board of Directors is terminated for any reason;
provided,
however,
that
except in the event of termination for Cause, death, total and permanent
disability, or the sale, merger or consolidation, or similar extraordinary
transaction involving the Company, any portion of this Option which was
otherwise exercisable on the date of termination of such service may be
exercised within the three-month period following the date of such termination,
but in no event after the 10th
anniversary of the Award Date. Any such exercise may be made only to the
extent
of the number of shares subject to this Option, which are purchasable upon
the
date of such termination.
(f) In
the
event of death or total and permanent disability, this Option shall be
exercisable within twelve months of the date of death or such disability
by the
Participant or, if applicable, by Participant’s personal representatives, heirs
or legatees, to the same extent that Participant could have exercised this
Option on the date of death or such disability.
3. Payment
of Purchase Price.
(a) Payment
of the Option Price for shares purchased upon exercise of this Option shall
be
made by delivery to the Company of cash or check payable to the order of
the
Company in an amount equal to the Option Price of such shares or, within
the
sole discretion of the Company, any other method of payment permitted by
law,
including, but not limited to, delivery of Ordinary Shares of the Company
having
an aggregate Fair Market Value as determined on the date of delivery equal
to
the Option Price of such shares.
(b) For
purposes, hereof, the Fair Market Value of any shares of the Company’s Ordinary
Shares to be delivered to the Company in exercise of this Option shall
be
determined in accordance with the Plan.
(c) If
Participant, with the approval of the Company, elects to exercise this
Option by
delivery of Ordinary Shares of the Company, the certificate or certificates
representing the Ordinary Shares of the Company to be delivered shall be
duly
executed in blank, with signature guaranteed, by Participant or shall be
accompanied by a stock power, executed in blank suitable for purposes of
transferring such shares to the Company. Fractional Ordinary Shares of
the
Company will not be accepted in payment of the purchase price of shares
acquired
upon exercise of this Option.
4. Delivery
of Shares.
The
Company shall, upon payment of the Option Price for the number of shares
purchased and paid for, make prompt delivery of such shares to Participant;
provided, that if any law or regulation requires the Company to take any
action
with respect to such shares before the issuance thereof, then the date
of
delivery of such shares shall be extended for the period necessary to complete
such action. No shares shall be issued and delivered upon exercise of this
Option unless and until, in the opinion of counsel for the Company, any
applicable registration requirements of the Securities Act of 1933, any
applicable listing requirements of any national securities exchange on
which
shares of the same class are then listed, and any other requirements of
law or
of any regulatory bodies having jurisdiction over such issuance and delivery,
shall have been fully complied with.
2
5. Non-transferability
of Option.
This
Option is transferable by will or by the laws of descent and distribution
or
pursuant to a qualified domestic relations order. With the approval of
the
Committee (as defined in the Plan) or the Board of Directors, Participant
may
transfer the Option for no consideration to or for the benefit of one or
more
Family Members of the Participant subject to such limits as the Committee
or the
Board of Directors may establish, and the transferee shall remain subject
to all
the terms and conditions applicable to the Option prior to such transfer.
6. Rights
as a Shareholder.
Participant
shall have no rights as a shareholder with respect to any shares which
may be
purchased upon exercise of this Option unless and until a certificate or
certificates representing such shares are duly issued and delivered to
him.
Except as otherwise expressly provided herein, no adjustments shall be
made for
dividends or other rights for which the record date is prior to the date
such
share certificate is issued.
7. Recapitalization.
If
there
is any change in the corporate structure or shares of the Company, the
Committee
or the Board of Directors shall make any appropriate adjustments, including,
but
not limited to, such adjustments deemed necessary to prevent accretion,
or to
protect against dilution, in the number and kind of Ordinary Shares covered
by
this Option and in the applicable Option Price.
8. Extraordinary
Corporate Transaction.
In
the
event of an extraordinary dividend or other distribution, merger,
reorganization, consolidation, combination, sale of assets, split up, exchange
or spin off or other extraordinary corporate transaction, the Committee
or the
Board of Directors may, in such manner and to such extent (if any) as it
deems
appropriate and equitable make provision for a cash payment or for the
substitution or exchange of the Option or the cash, securities or property
deliverable to the Participant pursuant to the Option based upon the
distribution or consideration payable to holders of Ordinary Shares upon
or in
respect of such event; provided, however, that no such adjustment may be
made
that would cause the Plan to violate Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal
Revenue Code of 1986, as amended from time to time, or any successor
thereto.
9. Investment
Representation, Etc.
(a) Participant
represents that any shares purchased upon the exercise of this Option shall
be
acquired by Participant for his own account for investment and not with
a view
to or for sale in connection with, any distribution of such shares, nor
with any
present intention of distributing or selling such shares. Participant further
represents that he has made detailed inquiry concerning the Company, that
the
officers of the Company have made available to Participant any and all
written
information which Participant has requested, that the officers of the Company
have answered to Participant’s satisfaction all inquires made by him and that he
has such knowledge and experience in financial and business matters that
he is
capable of evaluating the merits and risks of an investment in the Company’s
Ordinary Shares and able to bear the economic risk of that investment.
By making
payment upon exercise of this Option, Participant shall be deemed to have
reaffirmed, as of the date of such payment, the representations made in
this
Section 0.
3
(b) All
share
certificates representing Ordinary Shares issued to Participant upon exercise
of
this Option shall, at the election of the Company, have affixed thereto
a legend
substantially in the following form:
“The
ordinary shares represented by this certificate have not been registered
under
the Securities Act of 1933 and may not be transferred, sold or otherwise
disposed of in the absence of an effective registration statement with
respect
to the shares evidenced by this certificate, filed and made effective under
the
Securities Act of 1933, or an opinion of counsel satisfactory to the Company
to
the effect that registration under such Act is not required.”
10. Miscellaneous.
(a) Except
as
provided herein, this Agreement may not be amended or otherwise modified
unless
evidenced in writing and signed by the Company and Participant.
(b) All
notices under this Agreement shall be mailed or delivered by hand to the
parties
at their respective addresses set forth beneath their names below or at
such
other address as may be designated in writing by either of the parties
to one
another.
(c) Nothing
contained herein shall be deemed an undertaking by the Company to continue
Participant’s service on the Board of Directors.
4
(d) This
Agreement shall be governed by and construed in accordance with the laws
of
Bermuda without regard to any conflicts or choice of law rules or principles
that might otherwise refer construction or interpretation of this Agreement
to
the substantive law of another jurisdiction.
Dated:
[ ]
By
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Title:
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Address:
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0
Xxxx Xxxxxx
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Xxxxxxxx
XX 11
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Bermuda
|
5
PARTICIPANT’S
ACCEPTANCE
The
undersigned hereby accepts the foregoing Option and agrees to the terms
and
conditions thereof.
PARTICIPANT:
Signature
[ ]
Date
Address:
6
