nqshareoptionagreement_jun08.htm


    
      

      

    

     

    Exhibit 10.11

     

     

    
      NONQUALIFIED
SHARE OPTION AGREEMENT

      


      Platinum
Underwriters Holdings, Ltd.

      2006 Share Incentive
Plan

      


      


      Option
Agreement (the "Agreement"), between Platinum Underwriters Holdings, Ltd., a
Bermuda company (the "Company"), and _____________ (the "Optionee"), made
pursuant to the terms of Platinum Underwriters Holdings, Ltd. 2006 Share
Incentive Plan (the "Plan").  The Option is not intended to qualify as
an "incentive stock option" under the Internal Revenue Code.  The
applicable terms of the Plan are incorporated herein by reference, and
capitalized terms used herein but not defined shall have the meanings set forth
in the Plan.

      


      Section 1.  Option
Shares.  The Company grants to the Optionee, on the terms and
conditions set forth herein, an option (the "Option") for the purchase of
_______ common shares (the "Option Shares") of the Company, par value $0.01 per
share ("Common Shares"), effective ________ (the "Date of Grant").

      


      Section 2.  Exercise
Price.  The exercise price per share of the Option shall be
_____, which is the Fair Market Value (as defined in the Plan) of a Common Share
as of the Date of Grant (the "Option Price").

      


      Section 3.  Vesting of
Option

      


      (a)           Vesting
Schedule.  The Option shall become vested and exercisable in
four installments based on the Optionee's continued employment with the Company
or with any entity that is wholly or majority owned or controlled, directly or
indirectly, by the Company (a "Subsidiary"), in accordance with the following
schedule:

      


      
        	
                Vesting
      Date

              	
                Number
      of Option Shares

              
	
                [first
      anniversary]

              	
                [25%]

              
	
                [second
      anniversary]

              	
                [25%]

              
	
                [third
      anniversary]

              	
                [25%]

              
	
                [fourth
      anniversary]

              	
                [25%]

              


      

      


      (b) Acceleration
Events.  Notwithstanding the foregoing, the Option shall become
fully and immediately vested and exercisable upon (i) the termination of
employment as a result of the Optionee's death or the Optionee's permanent and
total disability within the meaning of Section 22(e)(3) of the Code (a
"Disability"), or (ii) a Change in Control (as defined in the Plan) of the
Company, provided the Option remains outstanding on the effective date of the
Change in Control.

      


      (c) Section
4.  Option
Term.  Option Shares that become vested pursuant to Section 3
hereof may be purchased at any time on or after the date of such vesting and
prior to the expiration of the term of the Option (the "Option
Term").  The Option Term shall expire on the day prior to the tenth
anniversary of the Date of Grant, unless earlier terminated in accordance with
the terms of the Plan or upon termination of the Optionee's employment with the
Company or any Subsidiary ("Termination of Employment") in accordance with
Section 5 hereof.  Upon the expiration of the Option Term, any
unexercised Option Shares shall be cancelled and shall be of no further force or
effect.

       

       

      
        
          
          

        

        
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      Section
5.  Termination of Employment;
Breach of Certain Covenants

      


      (a)           General.  In
the event of a Termination of Employment for any reason prior to the date that
all Option Shares become vested in accordance with the provisions of Section 3
hereof, the Optionee shall forfeit the Optionee's interest in any Option Shares
that have not yet become vested, which shall be cancelled and be of no further
force or effect.  In the event of a Termination of Employment for any
reason following vesting, the Optionee shall retain the right to purchase any
Option Shares that have previously become vested until the expiration of 45 days
following the effective date of such Termination of Employment (or the
expiration of the Option Term, if earlier).  If the Optionee breaches
Section 8(a) hereof prior to the date that all Option Shares become vested in
accordance with Section 3 hereof, the Company may require the Optionee to
forfeit the Optionee's interest in the Option Shares that have not yet become
vested.

       

      (b)           Exceptions.  Notwithstanding
the provisions of Section 5(a) hereof, in the event of Termination of Employment
for "Cause" (as hereinafter defined) or the breach by the Optionee of Section
8(b) hereof or any covenant not to compete with the Company or any of its
Subsidiaries to which the Optionee is or becomes subject (a "Non-Compete
Covenant"), (i) the Optionee's right to purchase any Option Shares, whether or
not vested, shall immediately terminate and all rights thereunder shall cease
and (ii) the Company may require the Optionee to pay to the Company the amount
of any gain realized as a result of the exercise (measured by the difference
between the aggregate Fair Market Value on the date of the purchase of Common
Shares and the aggregate Option Price paid in respect of such purchase), in such
manner and on such terms and conditions as may be required by the Company, and
the Company shall be entitled to set-off the amount of any such gain against any
amount owed to the Optionee by the Company or any Subsidiary.  For
purposes of this Agreement, "Cause" shall mean (i) the Optionee's willful and
continued failure to substantially perform the Participant's duties to the
Company or any of its Subsidiaries; (ii) the Optionee's conviction of, or
plea of guilty or nolo contendere to, a felony or other crime involving moral
turpitude; (iii) the Optionee'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 Optionee's breach of Section 8(b) hereof or a Non-Compete
Covenant; or (v)  the sale, transfer or hypothecation by the Optionee of
Common Shares in violation of the Share Ownership Guidelines of the Company;
provided, however, that no such
act, failure to act or event that is capable of being cured by the Optionee
shall be treated as “Cause” under this Agreement unless the Optionee has been
provided a detailed, written statement of the basis for the Company’s belief
that such act, failure to act or event constitutes “Cause” and have had at least
thirty (30) days after receipt of such statement to cure such act, failure to
act or event.  Notwithstanding the foregoing, the definition of Cause
any employment or severance agreement between the Company or any Subsidiary and
the Optionee in effect at the time of termination of employment shall supersede
the foregoing definition.  For purposes of this Agreement, no act or
failure to act shall be considered “willful” unless it is done, or failed to be
done, in bad faith, and without reasonable belief that the act or failure to act
was in the best interest of the Company.

       

      (c)           Death or
Disability.  Notwithstanding the provisions of Section 5(a)
hereof, in the event of a Termination of Employment as a result of death or
Disability, the Option shall become fully and immediately vested and exercisable
in accordance with Section 3 hereof, and the Optionee, or the Optionee's legal
representative, shall retain the right to purchase the Option Shares in
accordance with the terms hereof until the expiration of 12 months following the
date of such Termination of Employment (or the expiration of the Option Term, if
earlier).

       

      Section
6.  Procedure for
Exercise

      


      (a)  Notice of
Exercise.  The Option may be exercised, in whole or in part,
and whole Option Shares may be purchased, by delivery of a written notice (the
"Notice") to the Company under procedures specified by the Committee, which
Notice shall:  (i) state the number of whole Option Shares being
exercised; (ii) state the method of payment of the Option Price and tax
withholding; (iii) include any representation of the Optionee required pursuant
to Sections 7 or 8 hereof; (iv) in the event that the Option shall be exercised
by any person other than the Optionee pursuant to Section 11 hereof, include
appropriate proof of the right of such person to exercise the Option; and (v)
comply with such further requirements consistent with the Plan as the Committee
may from time to time prescribe.

       

       

      
        
          
          

        

        
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      (b)  Payment of Option Price; Tax
Withholding.  Payment of the Option Price shall be
made:  (i) in cash or by cash equivalent acceptable to the Committee;
(ii) by payment in Common Shares (either actually or constructively by
attestation) that have been held by the Optionee for at least six months (or
such other period as determined by the Committee), valued at the Fair Market
Value (as defined in the Plan) of such shares as of the date of exercise; (iii)
by a broker assisted "cashless exercise"; or (iv) by a combination of the
foregoing methods.  In addition and at the time of exercise, as a
condition of delivery of the Option Shares, the Optionee shall remit to the
Company under procedures specified by the Company any required Federal, state
and local withholding tax amounts in any manner as permitted above for payment
of the Option Price.

      


      Section
7.  Investment
Representation.  Upon any exercise of the Option at a time when
there is not in effect a registration statement under the Securities Act of
1933, as amended (the "1933 Act"),  relating to the Option Shares, the
Optionee hereby represents and warrants, and by virtue of such exercise shall be
deemed to represent and warrant, to the Company that the Option Shares shall be
acquired for investment and not with a view to the distribution thereof, and not
with any present intention of distributing the same, and the Optionee shall
provide the Company with such further representations and warranties as the
Company may require in order to ensure compliance with applicable Federal and
state securities, blue sky and other laws.  No Common Shares shall be
acquired unless and until the Company and/or the Optionee shall have complied
with all applicable Federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies
having jurisdiction, unless the Committee has received evidence satisfactory to
it that the Optionee may acquire such shares pursuant to an exemption from
registration under the applicable securities laws.  Any determination
in this connection by the Committee shall be final, binding and
conclusive.  The Company reserves the right to legend any certificate
for Common Shares, conditioning sales of such shares upon compliance with
applicable Federal and state securities laws and regulations.

      


      Section
8.  Restrictive
Covenants.  The effectiveness of this Agreement is conditioned
upon the Optionee honoring the following restrictive covenants (the "Restrictive
Covenants").  These Restrictive Covenants are not intended to amend or
supersede the terms of any noncompetition or other restrictive covenant agreed
to between the Company and the Optionee or to which the Optionee is
subject.

      


      
        	
                (a)  

              	
                Nondisclosure of
      Confidential Information.

              


      

      


      The
Optionee acknowledges that during the course of the Optionee's employment with
the Company and/or its Subsidiaries (collectively, the "Companies") the Optionee
has had or will have access to and knowledge of certain information that the
Companies consider confidential, and that the release of such information to
unauthorized persons would be extremely detrimental to the
Companies.  As a consequence, the Optionee hereby agrees and
acknowledges that the Optionee owes a duty to the Companies not to disclose, and
agrees that without the prior written consent of the Company, at any time
following the Date of Grant, either during or after the Optionee's employment
with any of the Companies, the Optionee will not communicate, publish or
disclose, to any person anywhere or use, any Confidential Information (as
hereinafter defined), except as may be necessary or appropriate to conduct the
Optionee's duties to the Companies (provided the Optionee is acting in good
faith and in the best interests of the Companies) or as may be required by law
or judicial process.  The Optionee will use best efforts at all times
to hold in confidence and to safeguard any Confidential Information from falling
into the hands of any unauthorized person.  The Optionee will return
to the Companies all Confidential Information in the Optionee's possession or
under the Optionee's control whenever any of the Companies shall so request, and
in any event will promptly return all such Confidential Information if the
Optionee's relationship with the Companies is terminated for any or no reason
and will not retain any copies thereof.  For purposes hereof, the term
"Confidential Information" shall mean any information used by or belonging or
relating to the Companies that is not known generally to the industry in which
the Companies are, or may be, engaged and which the Companies maintain on a
confidential basis, including, without limitation, any and all trade secrets and
proprietary information, information relating to the business and services, any
employee information, customer lists and records, business processes, procedures
or standards, know-how, manuals, business strategies, records, financial
information, in each case, whether or not reduced to writing or stored
electronically, as well as any information that the Companies advise the
Optionee should be treated as confidential.

      


      
        	
                (b)  

              	
                Nonsolicitation of
      Employees.

              


      

      


      The
Optionee agrees that for a period beginning on the date hereof and ending 12
months following the date of the Optionee’s Termination of Employment with the
Companies for any reason, the Optionee shall not, on the Optionee’s own behalf
or on behalf of any other person or entity, without the prior written consent of
the Company, directly or indirectly, solicit, hire or cause to be solicited or
hired by an enterprise with which Optionee may ultimately become associated, or
participate in or promote the solicitation of, interfere with, attempt to
influence or otherwise affect the employment of, any employee of the Companies
whose annual compensation exceeds $100,000.

       

       

      
        
          
          

        

        
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                (c)  

              	
                Representation of
      Optionee.

              


      

      


      Upon the
acceptance of the Option Shares by the Optionee following the exercise of the
Option, the Optionee shall be deemed to represent that the Optionee has not
engaged in nor has any intention of engaging in any action that would constitute
a violation of the Restrictive Covenants or any Non-Compete
Covenant.

       

      
        	
                (d)  

              	
                Injunctive
      Relief.

              


      

      


      The
Optionee acknowledges and agrees that the Restrictive Covenant provisions of
this Section 8 are reasonable and necessary for the successful operation of the
Companies.  The Optionee further acknowledges that if the Optionee
breaches any provision of the Restrictive Covenants, the Companies will suffer
irreparable injury.  It is therefore agreed that the Company shall
have the right to enjoin any such breach or threatened breach, without posting
any bond, if so ordered by a court of competent jurisdiction.  The
existence of this right to injunctive and other equitable relief shall not limit
any other rights or remedies that the Company may have at law or in equity
including, without limitation, the right to monetary, compensatory and punitive
damages.  In addition to any means at law or equity available to the
Company to enforce the Restrictive Covenants, the Company shall retain any
rights it may have under this Agreement relating to the Option for a breach of
the Restrictive Covenants including, without limitation, the right to cancel the
Option and the right to require the Optionee to pay to the Company the amount of
any gain realized a result of the exercise of any portion of the
Option.  If any provision of this Section 8 is determined by a court
of competent jurisdiction to be not enforceable in the manner set forth herein,
the Optionee and the Company agree that it is the intention of the parties that
such provision should be enforceable to the maximum extent possible under
applicable law.  If any provision of this Section 8 is held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
the validity or enforceability of any other provision of this Section
8.

      


      Section
9.  Limitation of
Rights.  The Optionee shall not have any privileges of a
shareholder of the Company with respect to any Option Shares, including without
limitation any right to vote such Option Shares or to receive dividends or other
distributions in respect thereof, until the date of the issuance to the Optionee
of a share certificate evidencing the Common Shares.  Nothing in this
Agreement or the Option shall confer upon the Optionee any right to continue in
employment or to interfere in any way with the right of the Company to terminate
the Optionee's employment at any time.

      


      Section
10.  Adjustments.  If
there shall occur any recapitalization, reclassification, share dividend, share
split, reverse share split, or other distribution with respect to the Common
Shares, or other change in corporate structure affecting the Common Shares, the
Committee may, in the manner and to the extent that it deems appropriate and
equitable to the Optionee and consistent with the terms of the Plan, cause an
adjustment to be made in (i) the number and kind of Common Shares subject to the
Option, (ii) the Option Price, and (iii) any other terms of the Option
that are affected by the event.

      


      Section
11.  Limited Transferability of
Option  The Option may not be transferred, pledged, assigned,
hypothecated or otherwise disposed of in any way by the Optionee, except by will
or by the laws of descent and distribution; provided, however, the Optionee
may, during the Optionee's lifetime and subject to the prior approval of the
Committee at the time of proposed transfer, transfer all or part of the Option
to or for the benefit of the Optionee's "family members" (as defined under rules
applicable to registration statements on Form S-8 promulgated under the 1933
Act).  Subsequent transfers of an Option shall be prohibited other
than by will or the laws of descent and distribution upon the death of the
transferee.  In the event that an Optionee becomes legally
incapacitated, the Option shall be exercisable by the Optionee's legal guardian,
committee or legal representative.  If the Optionee dies, the Option
shall thereafter be exercisable by the legatee of the Option under the
Optionee's will or by the Optionee's estate in accordance with the Optionee's
will or the laws of descent and distribution, in each case in the same manner
and to the same extent that the Option was exercisable by the Optionee on the
date of the Optionee's death.  The Option shall not be subject to
execution, attachment or similar process.  Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the Option contrary to
the provisions hereof, and the levy of any execution, attachment or similar
process upon the Option, shall be null and void and without effect.

      


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

      


      Section
13.  Construction.  This
Option is granted pursuant to the Plan and is in all respects subject to the
terms and conditions of the Plan.  The Optionee hereby accepts this
Option subject to all terms and provisions of the Plan, which is 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, the
Plan will govern and prevail.  The construction of and decisions under
the Plan is vested in the Committee, whose determinations shall be final,
conclusive and binding upon the Optionee.

      


      Section
14.  Governing
Law.  This Agreement shall be construed and enforced in
accordance with the laws of the State of New York, without giving effect to the
choice of law principles thereof.

      


      


      [SIGNATURES
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      IN
WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as of
the Date of Grant.

      


      


      PLATINUM
UNDERWRITERS HOLDINGS, LTD.

      


      
 

      
                                  
 

      By:

      Title:

      


      


      OPTIONEE

      


      
 

      
                   
                        

      Name: