Unassociated Document


    
      

    

    Bristol
      West Holdings, Inc.

    Management
      Incentive Plan

    As
      Adopted by the Board of Directors on February 21, 2006

    


    1  Purpose.  
      The purpose of the Management Incentive Plan (the “Plan”)
      of
      Bristol West Holdings, Inc. (the “Company”)
      is to
      establish and maintain a result and profit oriented environment. The Plan aims
      to align
      the
      interests of management and the Company towards the completion of the Company’s
      strategic objectives, while providing incentives to constantly expand the
      Company’s earning power. The
      Plan
      will have direct ties to the Company’s Business Plan and encourage teamwork in
      accomplishing the Company’s goals.

    


    
      	
              2

            	
              Definitions.  
                The following definitions shall be applicable throughout the
                Plan:

            


    

    


    (a)    “Administrator”
means,
      with respect to the executive officers of the Company, the Committee, and with
      respect to all other Participants, the Committee and/or the Chief Executive
      Officer of the Company with assistance from the Company’s Chief Operating
      Officer.

    


    (b)    “Board”
means
      the Board of Directors of the Company.

    


    (c)    “Business Plan”
means
      the Company’s Business Plan as approved by the Board from time to 

    time
      (but
      in no event later than 90 days after the commencement of the applicable Fiscal
      Year).

    


    (d)    “Committee”
means
      the Compensation Committee of the Board.

    


    (e )    “Fiscal
      Year”
means
      the Company's fiscal year.

    


    (f)    “Individual
      Goals”
means
      the goal, or the combination of goals, established from time to time under
      Section 7
      by the
      Administrator for a Participant with respect to a Fiscal Year or any portion
      thereof.

    


    (g)    “Participant”
means
      each individual who is designated as a Participant by the Administrator under
      Section 3.

    


    (h)   “Performance
      Goals”
means
      the goal, or the combination of goals, established under
      Section 6
      by the
      Administrator for each Participant with respect to each Fiscal Year based upon
      one or more factors with respect to the Company, including, but not limited
      to:
      (1) gross written premium; (2) net written premium;
      (3) underwriting income; (4) operating income; (5) earnings
      (including earnings before interest and taxes (EBIT),
      earnings before interest, taxes, depreciation and amortization (EBITDA),
      and
      earnings before interest, taxes, depreciation and amortization and other
      non-cash items); (6) net income; (7) cash flow; (8) loss ratio;
      (9) expense ratio; (10) combined ratio; (11) return on equity;
      (12) return on assets; (13) earnings or net income per share;
      (14) book value or book value per share; (15) stock price; and/ or
      (16) any other performance criteria established by the Administrator from
      time to time based on criteria related to company-wide performance or (where
      the
      Administrator can apply the criteria on such basis) business unit-specific
      performance, facility-specific performance, or department-specific performance,
      or any combination of such performance-based criteria. For purposes of the
      Plan,
      such criteria may be measured by comparing actual results in a current period
      to
      either or both of the following: (i) comparable estimates in the Business
      Plan, or (ii) comparable actual results in prior periods.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (i) 
  “Executive
      Officer Plan” means
      the
      Bristol West Holdings, Inc. Executive Officer Incentive Plan. 

    


    3    
       Administration.  
      The Plan shall be administered by the Administrator, which shall have the
      discretionary authority to interpret the provisions of the Plan and to take
      any
      actions and make any other determinations that it deems necessary or desirable
      for the administration of the Plan, including, without limitation, all decisions
      on eligibility to participate, participation, the establishment of payment
      targets and the amount and terms of the Awards payable under the Plan. The
      decisions of the Administrator shall be final and binding on all parties making
      claims under the Plan.

    


    
      	
              4

            	
              Eligibility
                and Participation. 

            


    

    


    
      	 	
              (a)

            	
              With
                respect to the Performance Goal Award (as defined below) of the Plan,
                the
                Committee shall have the right to designate as a Participant any
                executive
                officer of the Company who is not a participant in the Executive
                Officer
                Plan with respect to a Fiscal Year. With respect to the Individual
                Goal
                Award (as defined below) of the Plan, the Committee shall have the
                right
                to designate as a Participant any executive officer of the
                Company. 

            


    

    


    
      	 	
              (b)

            	
              The
                Administrator shall have the right to designate as a Participant
                any
                employee whom the Administrator deems to be a key employee, provided
                that
                the employee is not an executive officer of the
                Company.

            


    

    


    
      	 	
              (c)

            	
              An
                individual who is a participant in the Executive Officer Plan with
                respect
                to a Fiscal Year shall not be eligible to participate in the Performance
                Goal Award portion of the Plan with respect to that Fiscal
                Year.

            


    

    


    5    
       Individual
      Bonus Target and Award.  
      The Administrator will, in its sole discretion, establish for each Participant
      an incentive target bonus (an “Individual
      Bonus Target”).
      The
      aggregate amount of each Participant’s bonus (each an “Award”)
      will
      equal the sum of the Performance Goal Award, if any, and the Individual Goal
      Award, if any, each as determined in accordance with Sections 6 and 7 of this
      Plan. 

    


    6    
       Determination
      of Performance Goal Award.  
      The portion of the Individual Bonus Target that will be based on achievement
      of
      the Performance Goal(s) (the “Performance
      Goal Target”)
      shall
      be equal to 80% of the Individual Bonus Target. The Administrator, will, in
      its
      sole discretion, establish each Participant’s Performance Goal(s) for the Fiscal
      Year (increased or decreased, in each case in accordance with factors adopted
      by
      the Administrator with respect to the Fiscal Year that relate to unusual or
      extraordinary items). 

    


    Within
      90
      days after the end of each Fiscal Year, the Administrator will assess the
      achievement of the Performance Goal(s) by each Participant and determine the
      amount of this portion of the Award for each Participant (the “Performance
      Goal Award”).
      The
      Administrator reserves the right, in its sole discretion, to reduce or eliminate
      the amount of the Performance Goal Award otherwise payable to a Participant
      with
      respect to any Fiscal Year. No determination of any Performance Goal Award
      under
      this Plan shall be contingent
      upon, or relate to, the failure or attainment of any performance goals under
      the
      Executive Officer Plan.

    


    7    
       Determination
      of Individual Goal Award.  
      Twenty percent (20%) of the Individual Bonus Target will be based upon a
      Participant’s individual performance, as measured by the Participant’s
      achievement of performance objectives and contributions to the Company’s success
      at achieving its strategic objectives. Within 90 days after the end of each
      Fiscal Year, the Administrator shall assess the achievement of this portion
      of
      the Individual Bonus Target by each Participant and determine the amount of
      this
      portion of the Award for each Participant (the “Individual
      Goal Award”).
      No
      determination of any Individual Goal Award under this Plan shall be contingent
      upon, or relate to, the failure or attainment of any performance goals under
      the
      Executive Officer Plan.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    8    
       Payment
      of Awards.  
      Unless otherwise determined by the Administrator, a Participant must be on
      the
      Company’s payroll on the date the Award is to be paid. The Administrator may
      make exceptions to this requirement in the case of retirement, death or
      disability or under other circumstances, as determined by the Administrator
      in
      its sole discretion. Payments of Awards may be made (i) in cash; and/or (ii)
      in
      the form of any award available under the Bristol West Holdings, Inc. 2004
      Stock
      Incentive Plan as it may be replaced, modified, amended or supplemented from
      time to time (the “Stock
      Incentive Plan”),
      as
      determined by the Administrator in its sole discretion. The number of shares
      underlying any award granted under the Stock Incentive Plan shall be determined
      by dividing the applicable cash amount to be converted into a stock award by
      the
      fair market value of the shares on the applicable grant date. Fair market value
      for such purpose shall be determined based on any objective and appropriate
      method determined by the Administrator, in its sole discretion. If a Participant
      entitled to the payment of an Award under the Plan dies prior to the
      distribution of such Award, the distribution shall be made to the Participant’s
      beneficiary or legal representative in accordance with Section 9(c)
      of the
      Plan. Any distribution or payment made under the Plan shall occur within a
      reasonable period of time after the end of the Fiscal Year in which the
      Participant has earned the Award (but in no event later than two and one-half
      months following the Fiscal Year in which the Award is no longer subject to
      a
      substantial risk of forfeiture as determined under Code Section 409A and all
      applicable guidance and Treasury regulations).

    


    
      	
              9

            	
              Miscellaneous.

            


    

    


    (a)  The
      Company shall have the right to deduct from all Awards paid in cash any federal,
      state or local income and/or payroll taxes required by law to be withheld with
      respect to such payments. In the case of Awards settled by an award granted
      under the Stock Incentive Plan, the terms of the Stock Incentive Plan regarding
      tax withholding shall govern or, if the Stock Incentive Plan does not address
      tax withholding, the person receiving such common stock may be required to
      pay
      to the Company the amount of any such taxes which the Company is required to
      withhold with respect to such common stock or, at the Administrator’s sole
      discretion, the Company may withhold a number of shares of Company common stock
      which have a fair market value equal to the amount of such withholdings. The
      Company also may withhold from any other amount payable by the Company or any
      affiliate to the Participant an amount equal to the taxes required to be
      withheld from any Award.

    


    (b)  Nothing
      in the Plan shall confer on any Participant the right to continued employment
      with the Company or any of its affiliates, or affect in any way the right of
      the
      Company or any affiliate to terminate the Participant’s employment at any time,
      and for any reason, or change the Participant’s responsibilities. Awards
      represent unfunded and unsecured obligations of the Company and a holder of
      any
      right hereunder in respect of any Award shall have no rights other than those
      of
      a general unsecured creditor to the Company.

    


    (c)  To
      the
      extent that the Administrator permits beneficiary designations, any payment
      of
      Awards due under the Plan to a deceased Participant shall be paid to the
      beneficiary duly designated by the Participant in accordance with the Company’s
      practices. If no such beneficiary has been designated or survives the
      Participant, payment shall be made to the Participant’s legal representative. A
      beneficiary designation may be changed or revoked by a Participant at any time,
      provided the change or revocation is filed with the Company prior to the
      Participant’s death.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (d)  A
      person’s rights and interests under the Plan, including any Award previously
      made to such person or any amounts payable under the Plan, may not be assigned,
      pledged, or transferred except, in the event of a Participant’s death, to a
      designated beneficiary as provided in the Plan, or in the absence of such
      designation, by will or the laws of descent and distribution.

    


    (e)  Each
      person who is or shall have been a member of the Administrator and each employee
      of the Company or an affiliate who is delegated a duty under the Plan shall
      be
      indemnified and held harmless by the Company from and against any loss, cost,
      liability or expense that may be imposed upon or reasonably incurred by him
      in
      connection with or resulting from any claim, action, suit or proceeding to
      which
      he may be a party or in which he may be involved by reason of any action or
      failure to act under the Plan and against and from any and all amounts paid
      by
      him in satisfaction of judgment in any such action, suit or proceeding against
      him, provided such loss, cost, liability or expense is not attributable to
      such
      person’s willful misconduct. Any person seeking indemnification under this
      provision shall give the Company prompt notice of any claim and shall give
      the
      Company an opportunity, at its own expense, to handle and defend the same before
      the person undertakes to handle and defend it on his own behalf. The foregoing
      right of indemnification shall not be exclusive of any other rights of
      indemnification to which such persons may be entitled under the Company’s
      Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or
      any
      power that the Company may have to indemnify them or hold them
      harmless.

    


    (f)  The
      expenses of administering the Plan shall be borne by the Company.

    


    (g)  Masculine
      pronouns and other words of masculine gender shall refer to both men and
      women.

    


    (h)  The
      titles and headings of the sections in the Plan are for convenience of reference
      only, and in the event of any conflict, the text of the Plan, rather than such
      titles or headings, shall control.

    


    (i)        The
      validity, construction, and effect of the Plan, any rules and regulations
      relating to the Plan, and any Award shall be determined in accordance with
      the
      laws of the State of Delaware (without giving effect to principles of conflicts
      of laws thereof) and applicable Federal law.

    


    (j)        The
      Board
      may terminate the Plan at any time, provided such termination shall not affect
      the payment of any Awards accrued under the Plan prior to the date of the
      termination. The Board may, at any time, or from time to time, amend or suspend
      and, if suspended, reinstate, the Plan in whole or in part.

     

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