Exhibit 10.1


 


AXIS CAPITAL HOLDINGS LIMITED


LONG-TERM
EQUITY COMPENSATION PLAN


 


Restricted Stock Agreement


 


You (the “Participant”) have been granted a
restricted stock award (the “Award”) of ordinary shares, par value $0.0125 per
share (“Share”), of AXIS Capital Holdings Limited, a Bermuda company (the “Company”),
pursuant to the AXIS Capital Holdings Limited 2003 Long-Term Equity
Compensation Plan (the “Plan”).  The date
of grant of the Award (the “Award Date”) and the number of Shares subject to
the Award (the “Award Shares”) are as set forth in your restricted stock
account maintained on the Smith Barney Benefit Access website or such other
website as may be designated by the Committee (“Benefit Access”).


 


By your acceptance of the grant of the Award
on Benefit Access, you agree that the Award is granted under and governed by
the terms and conditions of the Plan and this Restricted Stock Agreement (the “Agreement”).


 


1.             GRANT OF
RESTRICTED STOCK.


 


(a)           Award.  On the terms and conditions set forth in this Agreement, the
Company hereby grants to the Participant on the Award Date the Award Shares.


 


(b)           Plan and
Defined Terms.  The Award is granted pursuant to
the Plan, a copy of which the Participant acknowledges having received.  The terms and provisions of the Plan are
incorporated into this Agreement by this reference.  All capitalized terms that are used in this
Agreement and not otherwise defined herein shall have the meanings ascribed to
them in the Plan.


 


2.             ISSUANCE OF
SHARES.


 


Subject to Section 4, the Shares subject to
the Award will be issued to the Participant and generally shall have the rights
and privileges of a shareholder of the Company as to such Shares.


 


3.             PERIOD OF
RESTRICTION.


 


The Shares subject to the Award shall be
restricted during the period (the “Period of Restriction”) commencing on the
Award Date and expiring on the first to occur of:


 


(a)           The date three years after the
Award Date;


 


(b)           The Participant’s death or
permanent Disability; or


 





















 


(c)           A  Change in Control.


 


4.             RESTRICTIONS, VOTING RIGHTS AND DIVIDENDS.


 


(a)           Restrictions. 
During the Period of Restriction, the following restrictions shall
apply: (i) the Shares subject to the Award may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated and (ii) the stock
certificates, if any, representing the Shares subject to the Award shall be
deposited with the Company or as the Committee may otherwise direct and the
Participant shall not be entitled to delivery of a stock certificate.  If the Participant’s employment terminates during
the Period of Restriction for any reason other than death or permanent
Disability, the Shares subject to the Award shall be immediately repurchased by
the Company for an aggregate repurchase price of US$1 (One United States Dollar)
without liability or further action or obligation on the part of the
Company.  Upon the repurchase of any
Shares, any dividends and interest set aside thereon shall be transferred to
the Company without further action by the Participant, and the Participant
shall immediately thereby relinquish and cease to hold any right, title or
interest to any such dividends and interest.


 


(b)           Voting Rights.  Participant shall be entitled to exercise
full voting rights with respect to the Shares during the Period of Restriction.


 


(c)           Dividends. 
Dividends may be paid to Participant with respect to the Shares during
the Period of Restriction as determined from time to time by the
Committee.  Any Dividends paid with
respect to the Shares during the Period of Restriction will be held by the
Company, or a depository appointed by the Committee, for the Participant’s
account, and interest may be paid on the amount of cash dividends held at a
rate and subject to such terms as may be determined by the Committee.  All cash or share dividends so held, and any
interest so paid, shall initially be subject to forfeiture as set forth in
subsection 4(a) but shall become non-forfeitable and payable at upon the
expiration or termination of the Period of Restriction.


 


(d)           Leaves of Absence. 
For any purpose under this Agreement, employment shall be deemed to
continue while the Participant is on a bona fide leave of absence, if such
leave was approved by the Company in writing and if continued crediting of
employment for such purpose is expressly required by the terms of such leave or
by applicable law (as determined by the Company).


 


5.             RESTRICTIONS ON
TRANSFER.


 


(a)           Transfer
Restrictions.  Regardless of whether the offering and sale
of Shares under the Plan have been registered under the U.S. Securities Act of
1933, as amended (the “Securities Act”) or otherwise, the Company, in its sole
discretion, may impose restrictions upon the sale, pledge or other transfer of
such Shares (including the placement of appropriate legends on stock certificates
or the imposition of stop-transfer instructions) if, in the judgment of the
Company, such restrictions are necessary or desirable in order to achieve
compliance with the Company’s Bye-Laws, the Securities Act, the U.S. Securities
Exchange Act of 1934, as amended, the securities laws of any country or state
or any other applicable law, rule or regulation.


 


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(b)           Legends.  All certificates evidencing Shares issued
under this Agreement shall bear such restrictive legends as are required or
deemed advisable by the Company under the provisions of any applicable law,
rule or regulation.  If, in the opinion
of the Company and its counsel, any legend placed on a stock certificate
representing Shares issued under this Agreement is no longer required, the
holder of such certificate shall be entitled to exchange such certificate for a
certificate representing the same number of Shares but without such legend.


 


6.             MISCELLANEOUS
PROVISIONS.


 


(a)           Bye-Laws. 
All Shares acquired pursuant to this Agreement shall be subject to any
applicable restrictions contained in the Company’s Bye-Laws.


 


(b)           No Retention
Rights.  Nothing in this Agreement or in the Plan
shall confer upon the Participant any right to continue employment for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Company or any Affiliate employing or retaining the
Participant or of the Participant, which rights are hereby expressly reserved
by each, to terminate his or her employment at any time and for any reason,
with or without Cause.


 


(c)           Notice. 
Any notice required by the terms of this Agreement shall be given in
writing and shall be deemed effective upon delivery by hand, upon delivery by
reputable express courier or, if the recipient is located in the United States,
upon deposit with the United States Postal Service, by registered or certified
mail, with postage and fees prepaid. 
Notice shall be addressed to the Company at its principal executive office
and to the Participant at the address that he or she most recently provided in
writing to the Company.


 


(d)           Choice of Law. 
This Agreement shall be governed by, and construed in accordance with,
the laws of Bermuda.


 


(e)           Counterparts. 
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


(f)            Modification or
Amendment.  This Agreement may only be modified or
amended by written agreement executed by the parties hereto; provided, that the
adjustments permitted pursuant to Section 4.2 of the Plan may be made without
such written agreement.


 


(g)           Severability. 
In the event any provision of this Agreement shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the
remaining provisions of this Agreement, and this Agreement shall be construed
and enforced as if such illegal or invalid provision had not been included.


 


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