exv10w1



 





EXHIBIT 10.1




ENSTAR GROUP LIMITED

2006 EQUITY INCENTIVE PLAN




BONUS SHARE AWARD




     This BONUS SHARE AWARD (the “Award”), effective as of the          day of                     , 2007 (the
“Award Date”), is granted by Enstar Group Limited, a Bermuda corporation (the “Company”), to
                                                   (the “Grantee”), under the Enstar Group Limited 2006 Equity
Incentive Plan (the “Plan”).



     WHEREAS, the Grantee has received an award for 2006 under the Enstar Group Limited 2006-2010
Annual Incentive Compensation Program (the “Program”); and



     WHEREAS, the Compensation Committee of the Board of Directors of the Company has determined in
accordance with the terms of the Program that a portion of the 2006 award under the Program shall
be paid in the form of Bonus Shares under the Plan.



     NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the legal sufficiency of which is hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:



     1. Award of Bonus Shares. There is hereby awarded to the Grantee as of the Award Date
         Shares (“Bonus Shares”). This award is in all respects limited and conditioned as hereinafter
provided.



     2. Share Certificates. Certificates for Bonus Shares shall be registered in the
Grantee’s name.



     3. Transfer Restrictions. As a condition of this Award, Grantee agrees not to sell,
transfer, assign, grant a participation interest in or option for, pledge, hypothecate or otherwise
dispose of or encumber (each, a “Transfer”), or enter into any agreement, contract or option with
respect to the Transfer of, or commit or agree to take any of the foregoing actions with respect
to, any of the awarded Bonus Shares for a period of one year following the Award Date; provided
that the foregoing restriction shall not apply to a Transfer (i) to the Company, (ii) to a trust
under which distributions may be made only to such Grantee or his or her immediate family members;
(iii) to a charitable remainder trust, the income from which will be paid to such Grantee during
his or her life, (iv) to a corporation, partnership, limited liability company or other entity, all
of the equity interests in which are held, directly or indirectly, by such Grantee and his or her
immediate family members, or (v) in connection with a tender offer, merger, amalgamation,
recapitalization, reorganization or similar transaction involving the Company, provided in the case
of the foregoing clauses (ii) – (iv) that such Grantee has sole, ultimate control of the entity
referred to and such entity agrees to be bound by this Agreement. Any



 









 







attempt by the Grantee, directly or indirectly, to Transfer any of the Bonus Shares, or any
interest therein, or any rights relating thereto, without complying with the provisions of this
Agreement, shall be void and of no effect.



     4. Withholding of Taxes. The obligation of the Company to deliver Shares shall be
subject to applicable tax withholding requirements.



     5. Governing Law. This Award shall be construed in accordance with, and its
interpretation shall be governed by the applicable provisions of the United States Internal Revenue
Code of 1986, as amended, and otherwise by the laws of Bermuda (without reference to the principles
of conflicts of laws).



     IN WITNESS WHEREOF, the Company has caused this Award to be duly executed by its duly
authorized officer, on                                , 2007, and the Grantee has accepted this Award (and by
accepting such Award, has agreed to its terms and conditions).



	 	 	 	 	 	 	 	 	 
	 	 	 	 	ENSTAR GROUP LIMITED	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Accepted by:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 

Grantee

	 	 	 	 	 	 	 	 






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