EX-10.34



 





Exhibit 10.34




VALIDUS HOLDINGS, LTD.

STOCK OPTION AGREEMENT




          THIS
AGREEMENT, dated
                         
by and between Validus Holdings, Ltd. (the “Company”), a
Bermuda corporation, and
                         
(the “Option Holder”).




          WHEREAS, the Option Holder has been designated to participate in the Validus Holdings, Ltd.
2005 Long Term Incentive Plan (the “Plan”);




          NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and
for other good and valuable consideration, the Company and the Option Holder agree as follows:




          (a)      Grant. Pursuant to the provisions of the Plan, the terms of which are
incorporated herein by reference, the Company has granted to the Option Holder the right and option
(the “Option”) to purchase
               
Shares. The Option was granted on
                              
(“Date of
Grant”), and such grant is subject to the terms and conditions herein and the terms and conditions
of the Plan. Such Option is not intended to be treated as an incentive stock option under Section
422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the event there is any
conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control.
Capitalized terms used herein but not defined shall have the meanings given to them in the Plan.




          (b)     
Purchase Price. The purchase price of the Shares subject to the Option shall be
equal to $           per Share.




          (c)     
Term of Option. The Option may be exercised only during the period commencing on
the date it vests and becomes exercisable under paragraphs (d) and (g) below and continuing until
the close of business on the tenth anniversary of the Date of Grant (the “Option Period”). The
Option Holder’s exercise rights during the Option Period shall be subject to limitations as
hereinafter provided and shall be subject to sooner termination as provided in paragraph (e) below.
At the end of the Option Period or, if earlier, the termination of the period of exercisability as
provided in paragraph (e), below, the Option shall terminate.




          (d)      Exercisability. Except as otherwise provided in paragraph (g) below, the Option
shall vest and become exercisable in                
equal annual installments, beginning on
                         
and continuing on each of the following
                         
anniversaries thereof.




          (e)      Termination.




               (i)      (A)   Death in Service. In the event of Termination of Service of the Option
Holder by reason of the Option Holder’s death, the Option Holder’s estate or other legal
representative shall be entitled to exercise the portion of the Option exercisable at the time of
death, if any, determined in accordance with paragraph (d) above, and such portion of the Option
shall continue to be exercisable by the estate or other legal representative of the Option Holder
during the period ending one (1) year following the date of death (but not beyond the Option
Period).










 



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                    (B)   Death After Service. In the event the Option Holder dies after his or her
Termination of Service at a time when all or a portion of the Option remains exercisable, the
estate or other legal representative of the Option Holder shall be entitled to exercise the portion
of the Option that remains exercisable during the period the Option Holder would have been eligible
to exercise the Option had the Option Holder not died.




               (ii)      Termination Due to Disability. In the event of Termination of Service of the
Option Holder by reason of the Option Holder’s Disability (as defined in the employment agreement
between the Company or a Subsidiary and the Option Holder (the “Employment Agreement”)), the Option
Holder shall be entitled to exercise the portion of the Option exercisable at the time of such
Termination of Service, if any, determined in accordance with paragraph (d) above, and such portion
of the Option shall continue to be exercisable by the Option Holder during the period ending one
(1) year following the date of Termination of Service (but not beyond the Option Period).




               (iii)      Termination for Cause. In the event of Termination of Service of the Option
Holder by the Company or its Subsidiaries for Cause, all rights of the Option Holder to exercise
the Option granted to the Option Holder shall be forfeited immediately and the Option shall
terminate. For purposes of this Agreement, “Cause” shall have the meaning set forth in the
Employment Agreement.




               (iv)      Termination Not For Cause or For Good Reason. Notwithstanding any provision of
the Employment Agreement to the contrary, except as provided in Section (g) below, in the event of
Termination of Service of the Option Holder by the Company or its Subsidiaries not for Cause or by
the Option Holder for Good Reason (as defined in the Employment Agreement), the unvested portion of
the Option shall vest on the last vesting date for such award as set forth in Section (d) above but
only if the Option Holder does not breach the remaining applicable terms of the Employment
Agreement, including any duties owed during any “garden leave” period, and any confidentiality,
noncompetition, nonsolicitation and assignment of inventions covenants that Option Holder may be a
party to with the Company or a Subsidiary, and shall be exercisable for a 90 day period following
such vesting date. In the event of the Employee’s breach of any of such terms, duties or
covenants, any unvested portion of the Option shall be immediately forfeited by the Option Holder
and become the property of the Company. Any portion of the Option that is vested on the Date of
Termination (as defined in the Employment Agreement) will continue to be exercisable by the Option
Holder for a period ending 90 days following Date of Termination (but not beyond the end of the
Option Period).




               (v)      Resignation Without Good Reason. If the Employment Period shall be terminated as
a result of the Option Holder’s resignation or leaving of his employment, other than for Good
Reason, no portion of the Option shall vest on or following the date the Option Holder provides
Notice of Termination (as defined in the Employment Agreement) without Good Reason to the Company
(the “Notice Date”), the Option Holder shall be entitled to exercise only the portion of the Option
exercisable on such Notice Date, if any, determined in accordance with paragraph (d) above, and
such portion of the Option shall continue to be exercisable by the Option Holder for ninety (90)
days following the Notice Date (but not beyond the Option Period).










 



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               (vi)      Forfeiture. That portion of the Option which is unexercisable immediately
following the Option Holder’s Termination of Service (in the case of clauses (i), (ii) or (iii)
above), or following the Notice Date (in the case of clause (v) above) shall be immediately
forfeited to the Company.




          (f)      Exercise of Option. In order to exercise the Option, the Option Holder shall
submit to the Company an instrument in writing specifying the number of Shares in respect of which
the Option is being exercised, accompanied by payment, in a manner acceptable to the Committee, of
the Option Price of the Shares in respect of which the Option is being exercised. Shares shall
then be issued by the Company; provided, however, that the Company shall not be
obligated to issue any Shares hereunder if the issuance of such Shares would violate the provisions
of any applicable law.




          (g)      Change in Control. Notwithstanding any provision of this Agreement to the
contrary, if, within two years following a Change in Control, the Option Holder’s employment is
terminated by the Company not for Cause or by the Option Holder for Good Reason, the Option shall
become immediately vested and exercisable in full upon such termination of employment. For
purposes of this Agreement, “Change in Control” shall have the meaning set forth in the Plan.




          (h)      No Rights of Shareholder; No Rights of Continued Employment. The Option Holder
shall not, by virtue of the Option, be entitled to any rights of a shareholder of the Company until
Shares are issued to the Option Holder. The grant of the Option shall not confer on the Option
Holder any right with respect to continuance of the Option Holder’s service with the Company nor
shall such grant interfere in any way with the right of the Company to terminate the Option
Holder’s service at any time.




          (i)      Nonassignability. The Option may be assigned or otherwise transferred only in the
following circumstances: (i) by will or the laws of descent and distribution; (ii) by valid
beneficiary designation taking effect at death made in accordance with procedures established by
the Committee; or (iii) by the Option Holder to members of the Option Holder’s “immediate family,”
to a trust established for the exclusive benefit of solely one or more members of the Option
Holder’s “immediate family” and/or the Option Holder, or to a partnership, limited liability
company or other entity under which the only partners, members or equity holders are one or more
members of the Option Holder’s “immediate family” and/or the Option Holder. Any Option held by the
transferee will continue to be subject to the same terms and conditions that were applicable to the
Option immediately prior to the transfer, except that the Option will be transferable by the
transferee only by will or the laws of descent and distribution. For purposes hereof, “immediate
family” means the Option Holder’s children, stepchildren, grandchildren, parents, stepparents,
grandparents, spouse, siblings (including half brothers and sisters), nieces, nephews, in-laws, and
relationships arising because of legal adoption.




          (j)      Restrictions on Transfer of Shares. Neither the Shares nor any interest in them
may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or
disposed of, in whole or in part, except in compliance with the terms, conditions and restrictions
as set forth in the governing instruments of the Company, applicable United States federal and
state securities laws or other applicable laws or regulations and the terms and conditions hereof.










 



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          (k)      Forfeiture Upon Breach of Certain Other Agreements. The Option Holder’s breach of
any noncompete, nondisclosure, nonsolicitation, assignment of inventions, or other intellectual
property agreement that he may be a party to with the Company or a Subsidiary, in addition to
whatever other equitable relief or monetary damages that the Company or a Subsidiary may be
entitled to, shall result in automatic rescission, forfeiture, cancellation, and return of any
Options and Shares (whether or not otherwise vested) held by Option Holder, and all profits,
proceeds, gains, or other consideration received through the sale or other transfer of the Options
or Shares shall be promptly returned and repaid to the Company.




          (l)      Withholding. The Option Holder agrees to make appropriate arrangements with the
Company for satisfaction of any applicable tax withholding requirements, or similar requirements,
arising out of this Agreement.




          (m)      References. References herein to rights and obligations of the Option Holder
shall apply where appropriate, to the Option Holder’s legal representative or estate without regard
to whether specific reference to such legal representative or estate is contained in a particular
provision of this Agreement.




          (n)      Notice. Any notice required or permitted to be given under this Agreement shall
be in writing and shall be deemed to have been given when delivered personally or by courier, or
sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to
the party concerned at the address indicated below or to such changed address as such party may
subsequently by similar process given notice of:



If to the Company:



Validus Holdings, Ltd.

19 Par-La-Ville Road

Hamilton HM11 Bermuda

Attention: Chief Financial Officer



If to the Option Holder:



At the Option Holder’s most recent

address shown on the Company’s

corporate records, or at any other

address which the Option Holder may

specify in a notice to the Company

delivered in the manner set forth herein.




               (o)      Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of Bermuda, without giving effect to principles of conflict of laws.




               (p)      Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be regarded for all purposes as an original constituting but one and the same
instrument.










 



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          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written
above.




	 	 	 	 	 
	 	VALIDUS HOLDINGS, LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: