Exhibit 10.1
AXIS CAPITAL HOLDINGS LIMITED
LONG-TERM EQUITY COMPENSATION PLAN
Restricted Stock Agreement
You (the "Participant") have been granted a restricted stock award (the "Award")
of ordinary shares, par value $0.0125 per share ("Share"), of AXIS Capital
Holdings Limited, a Bermuda company (the "Company"), pursuant to the AXIS
Capital Holdings Limited 2003 Long-Term Equity Compensation Plan (the "Plan").
The date of grant of the Award (the "Award Date") and the number of Shares
subject to the Award (the "Award Shares") are as set forth in your restricted
stock account maintained on the Smith Barney Benefit Access website or such
other website as may be designated by the Committee ("Benefit Access").
By your acceptance of the grant of the Award on Benefit Access, you agree that
the Award is granted under and governed by the terms and conditions of the Plan
and this Restricted Stock Agreement (the "Agreement").
1.
GRANT OF RESTRICTED STOCK.
(A)
AWARD.
ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT,
THE COMPANY HEREBY GRANTS TO THE PARTICIPANT ON THE AWARD DATE THE AWARD SHARES.
(B)
PLAN AND DEFINED TERMS.
THE AWARD IS GRANTED PURSUANT TO THE
PLAN, A COPY OF WHICH THE PARTICIPANT ACKNOWLEDGES HAVING RECEIVED.
THE TERMS
AND PROVISIONS OF THE PLAN ARE INCORPORATED INTO THIS AGREEMENT BY THIS
REFERENCE.
ALL CAPITALIZED TERMS THAT ARE USED IN THIS AGREEMENT AND NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE PLAN.
2.
ISSUANCE OF SHARES.
Subject to Section 4, the Shares subject to the Award will be issued to the
Participant and generally shall have the rights and privileges of a shareholder
of the Company as to such Shares.
3.
PERIOD OF RESTRICTION.
The Shares subject to the Award shall be restricted during the period (the
"Period of Restriction") commencing on the Award Date and expiring on the first
to occur of:
(A)
THE DATE THREE YEARS AFTER THE AWARD DATE;
(B)
THE PARTICIPANT'S DEATH OR PERMANENT DISABILITY; OR
(C)
A
CHANGE IN CONTROL.
4.
RESTRICTIONS, VOTING RIGHTS AND DIVIDENDS.
(A)
RESTRICTIONS.
DURING THE PERIOD OF RESTRICTION, THE FOLLOWING
RESTRICTIONS SHALL APPLY: (I) THE SHARES SUBJECT TO THE AWARD MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE ALIENATED OR HYPOTHECATED AND (II)
THE STOCK CERTIFICATES, IF ANY, REPRESENTING THE SHARES SUBJECT TO THE AWARD
SHALL BE DEPOSITED WITH THE COMPANY OR AS THE COMMITTEE MAY OTHERWISE DIRECT AND
THE PARTICIPANT SHALL NOT BE ENTITLED TO DELIVERY OF A STOCK CERTIFICATE.
IF
THE PARTICIPANT'S EMPLOYMENT TERMINATES DURING THE PERIOD OF RESTRICTION FOR ANY
REASON OTHER THAN DEATH OR PERMANENT DISABILITY, THE SHARES SUBJECT TO THE AWARD
SHALL BE IMMEDIATELY REPURCHASED BY THE COMPANY FOR AN AGGREGATE REPURCHASE
PRICE OF US$1 (ONE UNITED STATES DOLLAR) WITHOUT LIABILITY OR FURTHER ACTION OR
OBLIGATION ON THE PART OF THE COMPANY.
UPON THE REPURCHASE OF ANY SHARES, ANY
DIVIDENDS AND INTEREST SET ASIDE THEREON SHALL BE TRANSFERRED TO THE COMPANY
WITHOUT FURTHER ACTION BY THE PARTICIPANT, AND THE PARTICIPANT SHALL IMMEDIATELY
THEREBY RELINQUISH AND CEASE