Exhibit 99.4
TRENWICK GROUP INC.
AMENDED
1996 RB STOCK OPTION PLAN
RESTRICTED STOCK AGREEMENT
AGREEMENT made as of the 1st day of August, 1996, (the "Agreement") by and
between Trenwick Group Inc., a Delaware corporation ("the Company") and Robert
E. Brownley ("Brownley").
WHEREAS, concurrently herewith Brownley is entering into an agreement with the
Company's subsidiary Trenwick America Corporation pursuant to which he will
serve as a consultant to the Claims Department of that corporation's subsidiary
Trenwick America Reinsurance Corporation ("TARCO");
WHEREAS, the Company desires to increase the incentive of Brownley to exert his
utmost efforts to serve TARCO in such consulting capacity;
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, receipt of which is hereby acknowledged, the Company hereby
grants to Brownley shares of common stock of the Company upon the following
terms and conditions:
1. GRANT OF SHARES
The Company hereby grants to Brownley 3,584 restricted shares of common stock,
par value $.10 per share, of the Company (the "Shares").
2. VESTING OF SHARES; RIGHTS
(a) The Shares shall vest in accordance with the following schedule:
Number of Shares Vesting Date
400 2/15/97
550 2/15/98
1,634 2/15/99
250 2/15/00
250 2/15/01
250 2/15/02
250 2/15/03
(b) Notwithstanding the foregoing, one hundred percent (100%) of the Shares
shall immediately be vested upon (i) Brownley's death, or (ii) the occurrence of
a "Change of Control," which shall be deemed to have occurred at such time as:
(A) Any person within the meaning of Section 16(d) of the Securities Exchange
Act of 1934 (the "Act"), other than the Company, a subsidiary or any employee
benefit plan(s) sponsored by the Company or any subsidiary is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Act), directly or
indirectly, of fifty percent (50%) or more of the Company's issued and
outstanding shares of common stock, or of shares of capital stock at any time
issued by the Company representing fifty percent (50 %) or more of the voting
rights of all shares of stock issued by the Company;
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(B) Individuals who constitute the Board of Directors of the Company on the date
hereof cease for any reason to constitute a majority at least thereof, provided
that any person becoming a director subsequent to the date hereof whose
election, or nomination for election, was approved by a vote of at least
three-quarters of the directors comprising the Board of Directors of the Company
on the date hereof (either by specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee for
director, without objection to such nomination) shall be considered as though
such person were a member of the Board of Directors of the Company on the date
hereof;
(C) The Company consolidates with, or merges into, any other person (other than
a subsidiary of the company), and the Company is not the continuing or surviving
corporation of such consolidation or merger;
(D) Any person (other than a subsidiary of the Company) consolidates with, or
merges with and into, the Company, and the Company is the continuing or
surviving corporation of such consolidation or merger, and, in connection with
such consolidation or merger, all or part of the outstanding shares of common
stock of the Company are changed into or exchanged for stock or other securities
of any other person or cash or any other property;
(E) The Company sells or otherwise transfers (or one or more of its subsidiaries
sells or otherwise transfers) in one transaction or in a series of related
transactions, assets or earning power aggregating more than fifty percent (50 %)
of the assets or earning power of the Company and its subsidiaries (taken as a
whole) to any person or persons (other than the Company or its subsidiaries); or
(F) Any person commences a tender offer (as defined in Rule 14d-2 promulgated
under the Act) for fifty percent (50%) or more of the Company's outstanding
shares of common stock.
(c) Subject to Section 3 below, Brownley shall have all rights relating to the
Shares, whether or not fully vested, including the right to vote and receive
dividends.
3. NON-ASSIGNABILITY OF UNVESTED SHARES
No unvested Shares may be transferred, given, granted, sold, exchanged, pledged,
assigned or otherwise encumbered or disposed of.
4. REGISTRATION OF SHARES
Not later than the earliest date on which any of the Shares vest, Trenwick shall
file and maintain an effective Form S-8 Registration Statement under the
Securities Act of 1933, as amended, with respect to the Shares.
5. ISSUANCE OF SHARES; POWER OF ATTORNEY
(a) Within thirty (30) days of the date of this Agreement, the Company shall
cause its transfer agent to issue a certificate registered in Brownley's name
evidencing the Shares granted hereunder. Such certificate and any other
certificate for unvested Shares issued pursuant to paragraph (b) below shall be
retained by the Company and shall bear a legend stating that the Shares
represented thereby are subject to the provisions of this Agreement. The Company
may place a "stop transfer" order with its transfer agent as to such unvested
Shares.
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(b) Within thirty (30) days after each date on which Shares vest hereunder, the
Company shall surrender the appropriate certificate or certificates representing
such unvested Shares to its transfer agent and cause its transfer agent to
cancel such certificate and to issue and remit to Brownley (or, if applicable,
to his estate) a new certificate registered in Brownley's name representing the
Shares vesting on such date and to issue and remit to the Company a new
certificate registered in Brownley's name representing any remaining unvested
Shares.
(c) Brownley hereby constitutes and appoints the Company as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him in his name, place and stead, in any and all capacities to take all
actions and to execute all instruments necessary and proper to carry out the
issuance of the Shares hereunder.
6. ADJUSTMENTS OF SHARES
In the event of a change in the number of outstanding shares of the Company's
common stock by reason of a merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, combination of shares, rights
offering, change in the corporate structure of the Company or otherwise, the
Board of Directors shall make appropriate adjustments in order to prevent the
dilution or enlargement of the rights of Brownley hereunder.
7. BINDING EFFECT
Except as herein otherwise expressly provided, this Agreement shall be binding
upon and inure to the benefit of the parties hereto, their legal
representatives, successors and assigns.
8. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware.
9. CANCELLATION AND SUBSTITUTION OF OPTIONS UPON BUSINESS COMBINATION.
Notwithstanding anything to the contrary contained in the Plan, at the
"Effective Time" (as defined in the Amended and Restated Agreement, Schemes of
Arrangement and Plan of Reorganization among LaSalle Re Holdings Limited,
LaSalle Re Limited, the Company and Trenwick Group Ltd., formerly Gowin Holdings
International Limited ("Trenwick Bermuda") dated as of March 20, 2000 (the
"Business Combination Agreement")), each outstanding Option under the Plan,
whether or not then vested or exercisable, shall be assumed by Trenwick and
converted into an option to acquire, on the same terms and conditions as were
applicable under such Option prior to the Effective Time, an equivalent number
of "New Holdings Shares" (as defined in the Business Combination Agreement).
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
TRENWICK GROUP INC.
By: /s/ James F. Billett, Jr. /s/ Robert E. Brownley
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Chairman, President and Robert E. Brownley
Chief Executive Officer
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