EX-10.5:



 








Exhibit 10.5




EIP SHARE UNIT AWARD AGREEMENT




Platinum Underwriters Holdings, Ltd.

Amended and Restated Executive Incentive Plan




          This EIP SHARE UNIT AWARD AGREEMENT (this “Agreement”) made as of this                                          day of
                                        ,
20                    ,
between Platinum Underwriters Holdings, Ltd., a Bermuda company (the
“Company”), and                                         (the “Participant”), is made pursuant to the
terms of the Company’s Amended and Restated Executive Incentive Plan (the “Plan”) in
conjunction with the Company’s 2002 Share Incentive Plan or any successor plan (the “Share
Incentive Plan”).




          Section 1. Definitions. Capitalized terms used herein but not defined shall
have the meanings set forth in the Plan. For purposes of this Agreement, the terms “disability,”
“separation from service” and “specified employee” shall have the meanings attributed to such terms
under section 409A of the Internal Revenue Code and the treasury regulations and other guidance
promulgated thereunder.




          Section 2. Share Unit Award. The Company hereby grants to the Participant a
Share Unit Award of
                    
share units (the “Share Units”) in respect of the
                    
Performance Cycle (the “Performance Cycle”) under the Plan. The Share Units are notional,
non-voting units of measurement based on the Fair Market Value (as defined in the Share Incentive
Plan) of the Common Shares, which will entitle the Participant to receive a payment, subject to the
terms hereof, in Common Shares within thirty (30) days following the Vesting Date (as defined below).




          Section 3. Vesting Requirements. The Share Units shall become fully vested on
the third anniversary of the date hereof or such later date as the Committee shall have reviewed
and approved the financial results of the Company for the Performance Cycle (the “Vesting
Date”), subject to the Participant’s continued employment with the Company or any of its
subsidiaries through the Vesting Date, provided that in no event shall the Vesting Date be
later than March 1,                .




          Section 4. Termination of Employment.




          (a) General Rule. Subject to the provisions of Section 4(b) hereof, in the event of
the Participant’s termination of employment with the Company or any of its subsidiaries for any
reason prior to the Vesting Date, the Share Units shall be immediately forfeited and automatically
cancelled without further action of the Company.




          (b) Exceptions. Notwithstanding the provisions of Section 4(a) hereof, in the event
of the Participant’s termination of employment with the Company or any of its subsidiaries prior to
the Vesting Date (i) by the Company without “Cause” (as defined below), (ii) as a result of death
or “disability,” or (iii) upon the Participant’s retirement from the Company with the consent of
the Committee, the Participant shall be entitled to receive a payment in respect of the Share Units
on a prorated basis, based on the period of the Participant’s
service with the


 









 








Company and the performance levels achieved by the Company for the Performance Cycle as of the end
of the fiscal quarter following the date of termination. For purposes hereof, the term
“Cause” shall mean: (i) the Participant’s willful and continued failure to substantially
perform the Participant’s duties to the Company or any
subsidiaries of the Company; (ii) the Participant’s conviction of, or plea of
guilty or nolo contendere to, a felony or other crime involving moral turpitude; (iii) the
Participant’s engagement in any malfeasance or fraud or dishonesty of a substantial nature in
connection with the Participant’s position with the Company or any of its subsidiaries, or other
willful act that materially damages the reputation of the Company or any of its subsidiaries; (iv)
the Participant’s breach of any restrictive covenants agreed to between the Participant and the
Company or any
subsidiaries of the Company; or (v) the sale, transfer or hypothecation by the Participant, prior to the payment in
respect of the Award hereunder, of Common Shares in violation of the Share Ownership Guidelines.
Notwithstanding the foregoing, the Participant’s employment will be treated as having been
terminated without Cause under this Agreement in the event of any termination by the Company
or any
subsidiary of the Company without “cause” or by the Participant for “good reason,” as such terms or comparable terms are
defined under any employment agreement in effect from time to time between the Participant and the
Company or any
subsidiary of the Company.




          Section 5. Payment of Award.




          (a)
General. Subject to the provisions of Sections 5(c) and 5(d) hereof, payment in
respect of the Award hereunder (including any pro rated payment that becomes due hereunder pursuant
to Section 4(b) hereof) shall be made in Common Shares within thirty (30) days following the
Vesting Date. The amount of the payment to be made in respect of the Award will be determined in
accordance with the terms of this Agreement, the Plan and the payment schedule set forth as
Exhibit A hereto, which is based on the degree of the Company’s achievement of Average
Annual ROE (i.e. return on equity) during the Performance Cycle.




          (b) Withholding. The payment in respect of the Share Units shall be made to the
Participant after deduction of applicable withholding taxes in the amount determined by the
Committee, which shall be withheld at the applicable supplemental wage withholding rate, or such
other rate as determined by the Committee, provided that such amount shall not exceed the
Participant’s estimated federal, state and local tax obligation with respect to payment in respect
of the Share Units. In lieu of the foregoing, the Committee may allow the Participant to pay the
applicable withholding taxes to the Company in cash or such other form as approved by the
Committee.




          (c) Payments to “Specified Employees” Under Certain Circumstances. Notwithstanding
the provisions of Section 5(a) hereof, if the Participant is deemed a “specified employee” at a
time when such Participant becomes eligible for payments upon a “separation

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from service” with the Company or any of its subsidiaries, such payments shall be made to the
Participant on the date that is six (6) months following such “separation from service,” or upon
the Participant’s death, if earlier.




          (d)
Change in Control. Notwithstanding the provisions of Section 5(a) hereof, upon a
Change in Control of the Company, the Participant shall receive payment in respect of the Award
hereunder in accordance with the provisions of Section 7 of the Plan.




          Section 6. Restrictions on Transfer. No portion of the Share Units may be
sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to
the Company as a result of forfeiture of the Share Units as provided herein, unless and until the
payment of the Share Units in accordance with Section 5 hereof.




          Section 7. Limitation of Rights. The Participant shall not have any
privileges of a shareholder of the Company with respect to the Common Shares payable hereunder,
including without limitation any right to vote such shares or to receive dividends or other
distributions in respect thereof, until the date of
the issuance to the Participant of a share certificate evidencing such Common Shares. Nothing in
this Agreement shall confer upon the Participant any right to continue as an employee of the
Company or any subsidiary or to interfere in any way with any right of the Company to terminate the
Participant’s employment at any time.




          Section 8. Changes in Capitalization. The Award shall be subject to the
provisions of the Share Incentive Plan relating to adjustments for changes in corporate
capitalization.




          Section 9. Notices. Any notice hereunder by the Participant shall be given
to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by
the Secretary of the Company. Any notice hereunder by the Company shall be given to the
Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such
address as the Participant may have on file with the Company.




          Section 10. Construction. This Agreement and the Award evidenced hereby are
granted by the Company pursuant to the Plan and the Share Incentive Plan and are in all respects
subject to the terms and conditions of the Plan and the Share Incentive Plan. The Participant
hereby acknowledges that a copy of each of the Plan and the Share Incentive Plan has been delivered
to the Participant and the Participant accepts the Share Units hereunder subject to all terms and
provisions of the Plan and the Share Incentive Plan, which are incorporated herein by reference.
In the event of a conflict or ambiguity between any term or provision contained herein and a term
or provision of the Plan or the Share Incentive Plan, then the Plan or the Share Incentive Plan, as
applicable, shall govern and prevail. The construction of and decisions under the Plan, the Share
Incentive Plan and this Agreement are vested in the Committee, whose determinations shall be final,
conclusive and binding upon the Participant.




          Section 11. Governing Law. This Agreement and the Award hereunder shall be
governed by, and construed in accordance with, the laws of the State of New York, excluding the
choice of law rules thereof.




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          Section 12. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original but all of which together shall constitute one and
the same instrument.




          Section 13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the legatees, distributees, and personal representatives of the Participant and the
successors of the Company.




          Section 14. Entire Agreement. This Agreement and the Plan constitute the
entire agreement between the parties with respect to the subject matter hereof and thereof, merging
any and all prior agreements.




[SIGNATURES ON FOLLOWING PAGE]




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          IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement effective as
of the date first above written.




	 	 	 	 	 	 	 
	 	 	PLATINUM UNDERWRITERS HOLDINGS, LTD.
	 
	 	 	 	 	 	 
	 	 	By:
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT
	 
	 	 	 	 	 	 
	 	 	By:
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 





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