**Exhibit - 10.17**

 

 

**MONTPELIERRE HOLDINGS LTD.**

 

**LONG-TERMINCENTIVE PLAN**

 

**ANNUALBONUS AND RESTRICTED SHARE UNITAWARD AGREEMENT**

 

          This Award Agreement (the “AwardAgreement”) is made and entered into as of[        ] between Montpelier ReHoldings Ltd. (the “Company”) and NAME (the “Participant”).

 

          The Company hereby grants to theParticipant an incentive award (the “Award”) on the terms and conditions as setforth in this Award Agreement and in the Montpelier Long-Term Incentive Plan(the “Plan”), as it may be amended from time to time.

 

          In accordance with this grant, and asa condition thereto, the Company and the Participant agree as follows:

 

          **SECTION 1.**  *Annual Bonus*.  The Participant shall be eligible to receivean annual cash bonus with respect to the [current] calendar year (the“Performance Period”).  The actual annualbonus payable shall be between [    ]% and[      ]% of the Participant’s base salary as ineffect as of the last day of the Performance Period and shall be based on theCompany’s return on equity (“ROE”) for the Performance Period; provided, thatthe amount of the annual bonus is subject to adjustment in the discretion ofthe Company’s Chief Executive Officer or the Compensation & NominatingCommittee (the “Committee”) based upon the Participant’s performance during thePerformance Period.  Any annual bonusearned in accordance with this Section 1 (the “Annual Bonus”) shall bepaid as soon as reasonably practicable following the end of the PerformancePeriod.

 

          **SECTION 2.**  *Restricted Share Units.*  As soon as reasonably practicable followingthe Company’s announcement of its annual results for [the current calendaryear] (the “Announcement Date”), the Participant shall be eligible to receive thatnumber of Restricted Share Units (“RSUs”) equal to (i) 2 multiplied by (ii) theAnnual Bonus, divided by (iii) 24; provided, that such number shall beadjusted by the Committee in accordance with Section 11 of the Plan uponany of the events set forth therein.

 

          **SECTION 3.**  *Nature of Award*.  RSUs represent the opportunity to receiveshares of Company common shares, $0.001666 par value per share (“Shares”), asare earned in accordance with Section 4 of this Award Agreement.

 

          **SECTION 4.**  *Vesting*.  Subject to the Participant remaining employedat the Announcement Date, [    ] of the RSUs shall vest atmidnight as of [        ], and, subjectto the Participant remaining employed though the applicable vesting date, theRSUs shall vest in [        ] equaltranches at midnight as of [each of the first     anniversaries of the first vesting date of the RSUs], respectively.Shares shallbe issued by the Company to the Participant in satisfaction of the Award assoon as reasonably practicable following [the date on which the last tranche ofthe Award vests].

 

----

 

          **SECTION 5.**  *Termination of Employment*

 

          (a) Ifthe Participant’s employment with the Company or one of its subsidiaries isterminated at any time following the Announcement Date and prior to [the dateon which the last tranche of the award is scheduled to vest]:

 

                (i) for any reason other than termination by theCompany or subsidiary for Cause, then all RSUs unvested at the date oftermination shall be forfeited, and Shares with respect to any RSUs vested atthe date of termination shall be issued to the Participant by the Company assoon as reasonably practicable following [the date on which the last tranche ofthe award is scheduled to vest]; or

 

                (ii) by the Company or subsidiary for Cause,then all RSUs whether vested or unvested at the date of termination shall beforfeited.

 

          (b) Forpurposes of the Plan and the Award Agreement, a transfer of employment from theCompany to any subsidiary of the Company or vice versa, or from one subsidiaryto another, shall not be considered a termination of employment.

 

          **SECTION 6.**  *Change in Control*.Notwithstanding the provisions of Section 5 above, if within 24 monthsfollowing a Change in Control that occurs following the Announcement Date, theemployment of the Participant with the Company or one of its subsidiaries isterminated prior to [the date on which the last tranche of the award isscheduled to vest]:

 

          (a) (i) bythe Company or subsidiary without Cause, (ii) on account of death ordisability (as determined in accordance with Section 8 of the Plan), or (iii) bythe Participant on account of a Constructive Termination or retirement at age60 or later, then upon such termination the RSUs shall be deemed to have vestedin full and Shares with respect to such vested RSUs shall be issued to theParticipant by the Company as soon as reasonably practicable after suchtermination;

 

          (b) bythe Participant other than on account of a Constructive Termination orretirement at age 60 or later, then all RSUs unvested at the date oftermination shall be forfeited, and Shares with respect to any RSUs vested atthe date of termination shall be issued to the Participant by the Company assoon as reasonably practicable after such termination; or

 

          (c) bythe Company or subsidiary for Cause, then all RSUs whether vested or unvestedat the date of termination shall be forfeited.

 

          **SECTION 7.**  *Tax Withholding*.  Pursuant to Section 17(c) of thePlan, the Committee shall have the power and the right to deduct or withhold,or require the Participant to remit to the Company, an amount sufficient tosatisfy any federal, state, local or other taxes required by applicable law tobe withheld with respect to payment of the Award.  The Committee may condition the paymenthereunder upon the Participant’s satisfaction of such withholding obligations.

 

 

2

----

 

          **SECTION 8.**  *Rights As A Shareholder*.  The Participant shall have no rights asshareholder with respect to any Shares underlying the Award until and unlessthe Participant’s name is entered in the Company’s Register of Members as theholder of such shares and a Share certificate is issued to the Participant uponpayment with respect to the Award.

 

          **SECTION 9.**  *Dividend Equivalents.* To the extent dividends are paid on Shareswith respect to the Performance Period, the Participant shall be entitled toreceive, within 90 days following the Announcement Date, a cash paymentequivalent to the cash dividends that would have been paid during thePerformance Period on the number of Shares underlying the RSUs awarded pursuantto Section 2 above; provided, that the Participant remains employed withthe Company or one of its subsidiaries at the date of such payment.  To the extent dividends are paid on Shareswith respect to the period commencing on January 1, [of the year followingthe current year] and ending on [the date on which the last tranche of theAward is scheduled to vest], the Participant shall be entitled to receivewithin 90 days following the respective payment dates of such dividends(subject to the Participant’s continued employment with the Company or one ofits subsidiaries at the relevant payment date), a cash payment equivalent tothe cash dividends paid on the number of Shares underlying the RSUs awardedpursuant to Section 2 above on such payment date.  Any payments made pursuant to this Section 9shall be in the form of ordinary compensation.

 

          **SECTION 10.**  *Transferability*.  Pursuant to Section 14 of the Plan, theParticipant may designate a beneficiary or beneficiaries to receive any paymentto which he or she may be entitled in respect of Awards under the Plan in theevent of his or her death on a form to be provided by the Committee.  Except as provided herein, the Participantmay not sell, transfer, pledge, assign or otherwise alienate or hypothecate theRSUs, other than by his or her last Will and Testament or by the laws of descentand distribution.

 

          **SECTION 11.**  *Ratification of Actions*.  By accepting the Award or other benefit underthe Plan, the Participant and each person claiming under or through him or hershall be conclusively deemed to have indicated the Participant’s acceptance andratification of, and consent to, any action taken under the Plan or the Awardby the Company, the Board or the Committee. All decisions or interpretations of the Company, the Board and theCommittee upon any questions arising under the Plan and/or this Award Agreementshall be binding, conclusive and final on all parties.  In the event of any conflict between anyprovision of the Plan and this Award Agreement, the terms and provisions of thePlan shall control.

 

          **SECTION 12.**  *Notices*.  Any notice hereunder to the Company shall beaddressed to its office, Montpelier House, 94 Pitts Bay Road, Hamilton HM08,Bermuda; Attention: Corporate Secretary, and any notice hereunder to theParticipant shall be addressed to him or her at the address specified on theAward Agreement, subject to the right of either party to designate at any timehereafter in writing some other address.

 

          **SECTION 13.**  *Definitions*.  Capitalized terms not otherwise definedherein shall have the meanings given them in the Plan.

 

 

3

----

 

          **SECTION 14.**  *Governing Law andSeverability*.  This AwardAgreement will be governed by and construed in accordance with the laws ofBermuda, without regard to conflicts of law provisions.  In the event any provision of the AwardAgreement shall be held illegal or invalid for any reason, the illegality orinvalidity shall not affect the remaining parts of the Award Agreement, and theAward Agreement shall be construed and enforced as if the illegal or invalidprovision had not been included.

 

          **SECTION 15.**  *No Rights to ContinuedEmployment*.  This AwardAgreement is not a contract of employment. Nothing in the Plan or in this Award Agreement shall interfere with orlimit in any way the right of the Company or any subsidiary to terminate theParticipant’s employment at any time, for any reason or no reason, or conferupon the Participant the right to continue in the employ of the Company or asubsidiary.

 

          **SECTION 16.**  *Counterparts.*This Award Agreement may be signed in any number of counterparts, each of whichshall be an original, with the same effect as if the signatures thereto andhereto were upon the same instrument.

 

 

4

----

 

          IN WITNESS WHEREOF, the undersignedhave caused this Award Agreement to be duly executed as of the date firstwritten above.

 
|   | MONTPELIER RE HOLDINGS  LTD. |
|--------|------------------------------|
|   |                         |
|   |                         |
|   | By:                          |
|   | Name:                        |
|   | Title:                       |
|        |                              |  |

 

 
|   | PARTICIPANT |
|--------|-------------|
|   |        |
|   |        |
|   | By:         |
|   | Name:       |
|   | Title:      |
|        |             |  |

 

 

5

----