Exhibit 10.7
RESTRICTED STOCK AGREEMENT
AGREEMENT, made and entered into as of _________ ___, 200__ by
and between XL Capital Ltd, a Cayman Islands corporation ("XL"), and <>
(the "Grantee").
WHEREAS, the Grantee is an employee of XL and/or any of its
subsidiaries (collectively called the "Company"); and
WHEREAS, XL regards the Grantee as a valuable employee of the
Company and has determined it to be in the interest of the Company to grant to
the Grantee an award of Restricted Shares (as defined) under the Company's 1991
Performance Incentive Program;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, and for other good and valuable consideration, XL
and the Grantee agree as follows:
(a) GRANT OF RESTRICTED SHARES.
XL hereby grants to the Grantee, for a cash consideration of
US$0.01 per Share, an award (the "Award") of <> Ordinary Shares, US
$0.01 par value per share, of XL ("Shares"), subject to the restrictions set
forth below (the "Restricted Shares"). The Award is granted pursuant to the
terms of the Company's 1991 Performance Incentive Program, which is incorporated
by reference herein.
(b) ISSUANCE OF RESTRICTED SHARES.
A stock certificate representing the Restricted Shares granted
and issued to the Grantee under the Award shall be issued in the Grantee's name
upon the Grantee's delivery to XL of the par value for such Shares in such form
as XL may require.
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The stock certificate shall be held in custody by XL for the
Grantee's account.
(c) RESTRICTED PERIOD.
The Restricted Period means the period of time from the date
hereof until the Award vests, during which period the restrictions imposed upon
the Award by paragraph (d) below shall apply. The Award will vest in four equal
annual installments, beginning on the first anniversary of the date hereof;
PROVIDED, HOWEVER, that the Award shall vest in full upon an Early Termination
(as defined in paragraph (e) below).
(d) RIGHTS AND RESTRICTIONS.
The Grantee shall generally have the rights and privileges of a
shareholder as to the Restricted Shares, including the right to receive
dividends and the right to vote such Restricted Shares, EXCEPT THAT, the
following restrictions shall apply: (i) the Grantee shall not be entitled to
delivery of a stock certificate representing the Restricted Shares until the
expiration or Early Termination of the Restricted Period; (ii) no Restricted
Share may be sold, transferred, assigned, pledged, or otherwise encumbered,
tendered or exchanged, or disposed of before the expiration or Early Termination
of the Restricted Period; and (iii) the Restricted Shares shall be forfeited to
XL and redeemed by it for US$0.01 per Share and all rights of the Grantee to
such Restricted Shares shall terminate without further obligation on the part of
XL unless the Grantee has continuously remained an employee of the Company until
the expiration date of the Restricted Period or its Early Termination.
In the case of a tender or exchange offer that is applicable to
any outstanding Restricted Shares with respect to which restrictions have not
lapsed, the Board of Directors of XL, and not the Grantee, shall have the sole
right to determine and to instruct the Company as to whether such Restricted
Shares are to be tendered or exchanged.
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(e) EARLY TERMINATION.
The restrictions contained in paragraph (d) above and the
Restricted Period shall terminate immediately ("Early Termination") upon the
happening of any of the following events:
(i) DEATH OF GRANTEE. In the event the Grantee dies while in the
employment of the Company.
(ii) TERMINATION OF EMPLOYMENT DUE TO DISABILITY. In the event
the Grantee's employment with the Company is terminated by the Company
by reason of the Grantee's Disability. "Disability" means the
inability of the Grantee, as a result of accident or sickness, to
perform the duties pertaining to his occupation or employment with the
Company as determined by the Company.
(iii) TERMINATION OF EMPLOYMENT DUE TO RETIREMENT. In the event
the Grantee's employment with the Company is terminated due to his or
her Retirement.
(iv) TERMINATION OF EMPLOYMENT DUE TO REDUNDANCY. In the event
the Grantee's employment with the Company is terminated by the Company
by reason of the Grantee's Redundancy. "Redundancy" shall mean
termination of employment by the Company due to its need to reduce the
size of its workforce, including due to closure of a business or a
particular workplace or change in business process. Whether a
termination of employment is due to "Redundancy" shall be determined
in good faith by the Committee in its sole and absolute discretion,
such
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determination being final and binding on all parties hereto and all
persons claiming through, in the name of or on behalf of such parties.
(v) CHANGE OF CONTROL. In the event there is a Change of Control
of the Company.
(f) LAPSE OF RESTRICTIONS; DELIVERY OF CERTIFICATE.
Upon the expiration of the Restricted Period, or its Early
Termination, the restrictions applicable to the Restricted Shares shall lapse.
As promptly as administratively feasible thereafter, XL shall deliver to
Grantee, or if Grantee is deceased, to Grantee's personal representative, a
stock certificate for such Shares free of all such restrictions.
(g) STATUS OF SHARES.
Upon issuance, the Restricted Shares shall rank equally in all
respects with the other outstanding Shares of XL and shall be fully paid.
(h) ADJUSTMENTS FOR RECAPITALIZATIONS, ETC.
In the event of any change in the number or nature of Shares
outstanding prior to the lapse of restrictions with respect to the Award, by
reason of stock dividends, split-ups, recapitalizations, combinations, exchanges
of shares or the like, the number of Shares subject to the Award shall be
adjusted accordingly by the Board of Directors of XL so as to avoid dilution or
other material adverse effect to the Grantee's rights hereunder.
(i) OBLIGATIONS AS TO CAPITAL.
XL agrees that it will at all times maintain authorized and
unissued share capital sufficient to fulfill all of its obligations under this
Agreement.
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(j) WITHHOLDING.
The Grantee agrees to make appropriate arrangements with XL for
satisfaction of any applicable income tax withholding requirements or social
security or similar requirements arising out of the Award. Such withholding tax
obligations may be satisfied by withholding Shares from this Award; provided
that the amount of tax withholding to be satisfied by withholding Shares shall
be limited to the minimum amount of taxes, including employment taxes, required
to be withheld under applicable law.
(k) REFERENCES.
References herein to rights and obligations of the Grantee shall
apply, where appropriate, to the estate or personal representative of the
Grantee without regard to whether specific reference to them is contained in a
particular provision of this Agreement.
(l) NOTICE.
Any notice or communication to be given to XL under this
Agreement shall be in writing and shall be deemed to have been given when
delivered personally or sent by certified or registered mail, postage prepaid,
duly addressed to XL Capital Ltd, XX Xxxxx, Xxx Xxxxxxxxxx Xxxx, Xxxxxxxx XX 00,
Xxxxxxx.
(x) GOVERNING LAW.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without reference to the
principles of conflict of laws.
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IN WITNESS WHEREOF, the parties hereto have duly caused this
Agreement to be executed and delivered on the date first above written.
XL Capital Ltd
By: ______________________________
________________________________
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