EXHIBIT 10.1



 






W. R. BERKLEY CORPORATION




1997 DIRECTORS STOCK PLAN



Amended and Restated

As of May 3, 2005



Effective as of May 13, 1997

Amended as of May 11, 1999

Amended as of May 3, 2005




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 1.

	 	PURPOSE
	 	 	1	 
	` 
	 	 	 	 	 	 
	SECTION 2.

	 	ELIGIBILITY	 	 	1	 
	 
	 	 	 	 	 	 
	SECTION 3.

	 	ADMINISTRATION	 	 	1	 
	 
	 	 	 	 	 	 
	 

	 	3.1. The Board	 	 	1	 
	 

	 	3.2. Board Authority	 	 	1	 
	 

	 	3.3. Binding Determinations	 	 	2	 
	 

	 	3.4. No Liability	 	 	2	 
	 
	 	 	 	 	 	 
	SECTION 4.

	 	SHARES SUBJECT TO PLAN	 	 	2	 
	 
	 	 	 	 	 	 
	 

	 	4.1. Shares	 	 	2	 
	 

	 	4.2. Shares Available for Awards	 	 	2	 
	 

	 	4.3. Adjustments upon Certain Changes	 	 	2	 
	 
	 	 	 	 	 	 
	SECTION 5.

	 	AWARDS UNDER THE PLAN	 	 	3	 
	 
	 	 	 	 	 	 
	SECTION 6.

	 	DIRECTORS SHARES	 	 	3	 
	 
	 	 	 	 	 	 
	 

	 	6.1. In General	 	 	3	 
	 

	 	6.2. Initial Awards	 	 	3	 
	 

	 	6.3. Additional Awards	 	 	3	 
	 

	 	6.4. Vesting	 	 	4	 
	 

	 	6.5. Stockholder Rights	 	 	4	 
	 
	 	 	 	 	 	 
	SECTION 7.

	 	WITHHOLDING TAXES	 	 	4	 
	 
	 	 	 	 	 	 
	SECTION 8.

	 	PLAN AMENDMENTS AND TERMINATION	 	 	4	 
	 
	 	 	 	 	 	 
	SECTION 9.

	 	MISCELLANEOUS	 	 	4	 
	 
	 	 	 	 	 	 
	 

	 	9.1. Listing, Registration and Legal Compliance	 	 	4	 
	 

	 	9.2. Right of Discharge Reserved	 	 	5	 
	 
	 	 	 	 	 	 
	SECTION 10.

	 	GOVERNING LAW	 	 	5	 
	 
	 	 	 	 	 	 
	SECTION 11.

	 	NOTICES	 	 	5	 
	 
	 	 	 	 	 	 
	SECTION 12.

	 	SECTION HEADINGS	 	 	6	 
	 
	 	 	 	 	 	 
	SECTION 13.

	 	EFFECTIVE DATE	 	 	6	 






 









 






W. R. BERKLEY CORPORATION

1997 DIRECTORS STOCK PLAN

Amended and Restated

As of May 3, 2005




          SECTION 1. PURPOSE. W. R. Berkley Corporation, a Delaware corporation, (the “Company”), hereby
adopts the W. R. Berkley Corporation 1997 Directors Stock Plan (the “Plan”). The purpose of the
Plan is to provide an incentive to the Participants (i) to join and remain in the service of the
Company, (ii) to maintain and enhance the long-term performance and profitability of the Company
and (iii) to acquire a financial interest in the success of the Company.




          SECTION 2. ELIGIBILITY. Directors on the Company’s Board of Directors (the “Board”) will be
granted awards pursuant to the provisions of the Plan (a “Participant or Participants”). Any
Participant who terminates service as a director of the Company shall automatically cease
participation in the Plan as of the date of his or her termination (a “Former Participant”). A
Former Participant shall automatically resume participation in the Plan if, and as of the date
when, he or she resumes service as a director of the Company.




          SECTION 3. ADMINISTRATION.




          3.1. The Board. The Plan shall be administered by the Board.




          3.2. Board Authority. The Board shall have the authority to: (i) exercise all of the powers
granted to it under the Plan, (ii) construe, interpret and implement the Plan, (iii) prescribe,
amend and rescind rules and regulations relating to the Plan, (iv) make all determinations
necessary in administering the Plan, and (v) correct any defect, supply any omission, and reconcile
any inconsistency in the Plan.




          3.3. Binding Determinations. The determination of the Board on all matters within its
authority relating to the Plan shall be conclusive.




          3.4. No Liability. No member of the Board shall be liable for any action or determination made
in good faith with respect to the Plan or any award hereunder.




          SECTION 4. SHARES SUBJECT TO PLAN.




          4.1. Shares. Awards under the Plan shall be for shares of Common Stock, par value $.20 per
share, of the Company and any other shares into which such shares shall thereafter be changed by
reason of merger, reorganization, recapitalization, consolidation, split-up, combination of shares,
or similar event as set forth in and in accordance with this Section 4 (“Directors Shares”).




          4.2. Shares Available for Awards. Subject to Section 4.3 (relating to adjustments upon changes
in capitalization), the total number of Directors Shares with respect to which awards may be
granted under the Plan shall not exceed 126,563*. Directors Shares granted




 









 







under the Plan shall be authorized and unissued shares or treasury shares.




          4.3. Adjustments upon Certain Changes. In the event of any merger reorganization,
recapitalization, consolidation, sale or other distribution of substantially all of the assets of
the Company, any stock dividend, stock split, spin-off, split-up, distribution of cash, securities
or other property by the Company, or other change in the Company’s corporate structure affecting
the Directors Shares, the Board shall substitute or adjust the aggregate number of Directors Shares
reserved for issuance under the Plan in such manner as it determines to be equitable in order to
prevent dilution or enlargement of the benefits or potential benefits intended to be awarded under
the Plan.




          SECTION 5. AWARDS UNDER THE PLAN. The Board shall automatically grant non-discretionary awards
under the Plan in the form of Directors Shares.




          SECTION 6. DIRECTORS SHARES.




          6.1. In General. Each Participant will receive a portion of his or her annual fee for service
as a director of the Company in the form of an award of Directors Shares.




          6.2. Initial Awards. Each Participant as of the Effective Date (as defined in Section 13)
shall automatically be granted an award of 100 Directors Shares.




          6.3. Additional Awards. Each Participant as of the date of each annual meeting of the
Company’s stockholders after the Effective Date who shall continue to serve as a director of the
Company after the date of such annual meeting shall automatically be granted an award of Directors
Shares as follows:





(i) for such annual meeting held on and after May 10, 2005, 1,000 Director
Shares.



          6.4. Vesting. All awards of Directors Shares shall be fully (100%) vested on the grant date of
such awards.




          6.5. Stockholder Rights. A Participant shall have the right to receive dividends and other
rights of a stockholder with respect to awards of Directors Shares.




          SECTION 7. WITHHOLDING TAX. The Company shall be entitled to require as a condition of
delivery of any Directors Shares that the Participant remit an amount sufficient to satisfy all
federal, state, local and other governmental withholding tax requirements related thereto (if any).




          SECTION 8. PLAN AMENDMENTS AND TERMINATION. The Board may suspend or terminate the Plan at any
time and may amend it at any time and from time to time, in whole or in part, provided, that any
amendment for which stockholder approval is required by law shall not be effective until such
approval has been obtained. Unless terminated earlier, the Plan will terminate on the tenth
anniversary of the Effective Date and no additional awards may be granted under

 









 







the Plan after such tenth anniversary.




          SECTION 9. MISCELLANEOUS.




          9.1. Listing, Registration and Legal Compliance. If the Board shall at any time determine that
any Consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection
with, the granting of any award under the Plan, the issuance or purchase of Directors Shares or
other rights hereunder or the taking of any other action hereunder (each such action being
hereinafter referred to as a “Plan Action”), then such Plan Action shall not be taken, in whole or
in part, unless and until such Consent shall have been effected or obtained to the full
satisfaction of the Board. The term “Consent” as used herein with respect to any Plan Action means
(i) the listings, registrations or qualifications in respect thereof upon any securities exchange
or under any federal, state or local law, rule or regulation, (ii) any and all consents, clearances
and approvals in respect of a Plan Action by any governmental or other regulatory bodies, or (iii)
any and all written agreements and representations by the recipient of an award with respect to the
disposition of Directors Shares or with respect to any other matter, which the Board shall deem
necessary or desirable to comply with the terms of any such listing, registration or qualification
or to obtain an exemption from the requirement that any such listing, qualification or registration
be made.




          9.2. Right of Discharge Reserved. Nothing in the Plan shall confer upon any Participant the
right to serve as a director of the Company or affect any right that the Company or any Participant
may have to terminate the service of such Participant.




          SECTION 10. GOVERNING LAW. The Plan shall be governed by the laws of the State of Delaware
without reference to principles of conflicts of laws.




          SECTION 11. NOTICES. All notices and other communications hereunder shall be given in writing,
shall be personally delivered against receipt or sent by registered or certified mail, return
receipt requested, shall be deemed given on the date of delivery or of mailing, and if mailed,
shall be addressed (a) to the Company, at its principal corporate headquarters, Attention: General Counsel, with a copy to the attention of the
Secretary of the Company at the same address and (b) to a Participant, at the Participant’s
principal residential address last furnished to the Company. Either party may, by notice, change
the address to which notice to such party is to be given.




          SECTION 12. SECTION HEADINGS. The Section headings contained herein are for the purpose of
convenience only and are not intended to define or limit the contents of said Sections.




          SECTION 13. EFFECTIVE DATE. The effective date of the Plan (the “Effective Date”) shall be May
13, 1997.



*All share numbers herein (except in Section 6.2) have been adjusted to give effect to the 3-for-2
stock splits paid in 1997, 2002, 2003 and 2005.