EX-10.8







EXHIBIT 10.8




PLATINUM UNDERWRITERS HOLDINGS, LTD.




RESTRICTED SHARE AWARD AGREEMENT




     RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), dated as of                                         , 20     
                (the “Date
of Grant”), between Platinum Underwriters Holdings, Ltd., a Bermuda company (the “Company”) and
                                        
(the “Grantee”). Capitalized terms used herein but not defined shall have the
meanings attributed to them in the Company’s 2006 Share Incentive Plan (the “Plan”).



     Pursuant to the Plan, the Company has authorized the execution and delivery of this Agreement.
A copy of the Plan as in effect on the Date of Grant has been supplied to the Grantee, and the
Grantee hereby acknowledges receipt thereof.



     Section 1. Restricted Share Award. The Company grants to the Grantee, on
the terms and conditions hereinafter set forth, a restricted share award with respect to ___
common shares of the Company, par value US$.01 per share (the “Restricted Shares”).



     Section 2. Vesting of Restricted Shares. Subject to Section 3 hereof, the
Restricted Shares shall become vested and nonforfeitable based on the continued employment of the
Grantee with the Company or a Subsidiary in accordance with the following vesting schedule:



	 	 	 
	Vesting Date	 	Number of Shares 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 





     Section 3 . Termination of Employment; Breach of Certain Restrictive
Covenants. If the Grantee’s employment with the Company or any Subsidiary is terminated prior
to the occurrence of any otherwise applicable vesting date provided in Section 2 hereof, the
Grantee shall (i) forfeit the Grantee’s interest in the Restricted Shares that have not yet become
vested, (ii) assign, transfer, and deliver any certificates evidencing ownership of such shares to
the Company, and (iii) cease for all purposes to be a shareholder with respect to such shares. If
the Grantee breaches Section 8.A hereof prior to the occurrence of any otherwise applicable vesting
date provided in Section 2 hereof, the Company may require the Grantee to forfeit the Grantee’s
interest in the Restricted Shares that have not yet become vested. Notwithstanding the foregoing
provisions of this Section 3, (A) if the Grantee’s employment is terminated by the Grantee for
“Good Reason” or by the Company or any of its Subsidiaries without “Cause,” or as a result of the
Grantee’s death or “Disability” (each such term as defined in the employment or similar agreement
between the Grantee and the Company or



 









 




any of its Subsidiaries), then the transfer restrictions and forfeiture conditions imposed
hereunder on any unvested Restricted Shares shall immediately lapse and all such unvested
Restricted Shares shall become fully vested without regard to the vesting requirements set forth in
Section 2 hereof and (B) if the Grantee’s employment is terminated by the Company or any of its
Subsidiaries for Cause or if the Grantee breaches Section 8.B hereof or any covenant not to compete
with the Company or any of its Subsidiaries to which the Grantee is or becomes subject
(“Non-Compete Covenant”), then the Company may require the Grantee to return to the Company any or
all of the Common Shares granted hereunder, whether vested or unvested, in such manner and on such
terms and conditions as may be required by the Company.




     Section 4. Rights as a Shareholder. Subject to the otherwise applicable
provisions of this Agreement, the Grantee will have all rights of a shareholder with respect to the
Restricted Shares granted to the Grantee hereunder, including the right to vote the shares and
receive all dividends and other distributions paid or made with respect thereto.



     Section 5. Restrictions on Transfer. Neither this Agreement nor any
Restricted Shares covered hereby may be sold, assigned, transferred, encumbered, hypothecated or
pledged by the Grantee, otherwise than to the Company, unless as of the date of any such sale,
assignment, transfer, encumbrance, hypothecation or pledge, such Restricted Shares to be thus
disposed of have become vested in accordance with Section 2 hereof. The certificate or
certificates representing shares delivered pursuant to this Agreement shall bear a legend referring
to the nontransferability or assignability of such shares pursuant to this Section, and a
stop-transfer order against such certificate or certificates will be placed by the Company with its
transfer agents and registrars. At the discretion of the Committee, in lieu of issuing a share
certificate to the Grantee, the Company may hold the Restricted Shares in escrow during the period
such shares remain subject to the vesting restrictions and other restrictions provided hereunder.



     Section 6. Investment Representation. Upon acquisition of Restricted Shares
at a time when there is not in effect a registration statement under the Securities Act of 1933
relating to the Common Shares, the Grantee hereby represents and warrants, and by virtue of such
acquisition shall be deemed to represent and warrant, to the Company that the Restricted 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 Grantee 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 Restricted Shares shall
be acquired unless and until the Company and/or the Grantee 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 Grantee 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.



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     Section 7. Changes in Common Shares. If there shall occur any
recapitalization, reclassification, share dividend, extraordinary dividend, share split, reverse
share split, or other distribution with respect to the Common Shares, or any merger,
reorganization, consolidation or other change in corporate structure affecting the Common Shares,
the Committee shall, in the manner and to the extent that it deems appropriate and equitable to the
Grantee and consistent with the terms of the Plan, cause an adjustment in (i) the number and kind
of shares subject to the Award and (ii) any other terms of the Award that are affected by the
event.



     Section 8. Restrictive Covenants. The effectiveness of this Agreement is
conditioned upon the Grantee 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 Grantee or to
which the Grantee is subject.



     A. Nondisclosure of Confidential Information. The Grantee acknowledges that during
the course of the Grantee’s employment with the Company and/or its Subsidiaries (collectively, the
“Companies”) the Grantee 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 Grantee hereby
agrees and acknowledges that the Grantee 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 hereof,
either during or after the Grantee’s employment with any of the Companies, the Grantee 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 Grantee’s duties to
the Companies (provided the Grantee is acting in good faith and in the best interests of the
Companies) or as may be required by law or judicial process. The Grantee 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 Grantee will return to the Companies all Confidential
Information in the Grantee’s possession or under the Grantee’s control whenever any of the
Companies shall so request, and in any event will promptly return all such Confidential Information
if the Grantee’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 Grantee should be
treated as confidential.



     B. Non-Solicitation and Non-Hire of Employees. The Grantee agrees that for a period
beginning on the date hereof and ending 12 months following the date of the Grantee’s termination
of employment with the Companies for any reason, the Grantee shall



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not, on the Grantee’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 Grantee 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.



     C. Representation of Grantee. Upon the acceptance of the Common Shares by the Grantee
following the vesting of such Common Shares hereunder, the Grantee shall be deemed to represent
that the Grantee 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 Grantee acknowledges and agrees that the Restrictive
Covenant provisions of this Section 8 are reasonable and necessary for the successful operation of
the Companies. The Grantee further acknowledges that if the Grantee 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 Award for a breach of the Restrictive Covenants including, without limitation, the
right to cancel the Award and the right to require the Grantee to return to the Company any of the
Common Shares granted hereunder. 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 Grantee 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. No Right of Continued Service. Nothing in this Agreement shall
confer upon the Grantee 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 Grantee’s employment at any
time.



     Section 10. Section 83(b) Election; Withholding. The Grantee may make an
election under Section 83(b) of the Code with respect to the grant of Restricted Shares by filing a
copy of such election with the Company within 30 days of the Date of Grant. If the Grantee makes
such an election, the grant of Restricted Shares shall be conditioned upon the prompt payment by
the Grantee to the Company of an amount equal to the applicable federal, state and local income
taxes and other amounts required by law to be withheld (the “Withholding Taxes”) in connection with
such election. If the Grantee does not make an election under Section 83(b) of the Code with
respect to the grant of Restricted Shares, the



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Grantee shall pay to the Company any applicable Withholding Taxes upon the lapse of the
vesting restrictions, and the lapse of the restrictions shall be conditioned upon the prior payment
of any such applicable Withholding Taxes by the Grantee.



          Section 11. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the legatees, distributees, and personal representatives of the Grantee and the
successors of the Company.



          Section 12. Notices. All notices or other communications which are required
or permitted hereunder shall be deemed sufficient if contained in a written instrument given by
personal delivery, telex, telecopier, telegram, air courier or registered or certified mail,
postage prepaid, return receipt requested, addressed to such party at the address set forth below
or such other address as may thereafter be designated in a written notice from such party to the
other party:


if to the Company, to:



Platinum Underwriters Holdings, Ltd.

The Belvedere Building

69 Pitts Bay Road

Pembroke HM 08, Bermuda

Attention: General Counsel



if to the Grantee, to:



The address maintained in the Company’s records



All such notices, advances and communications shall be deemed to have been delivered and received
(a) in the case of personal delivery, on the date of such delivery, (b) in the case of telecopier,
upon receipt of machine confirmation, and (c) in the case of mailing, on the third business day
following such mailing.




          Section 13. Construction. The construction of this Agreement is vested in
the Committee, and the Committee’s construction shall be final and conclusive.



          Section 14. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, excluding the choice of law rules
thereof.



          Section 15. 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.



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     Section 16. 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.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Date of Grant.



	 	 	 	 	 	 	 
	 	 	PLATINUM UNDERWRITERS HOLDINGS, LTD.  
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	GRANTEE
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 







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