Exhibit 99.8
LASALLE RE HOLDINGS LIMITED
1996 LONG-TERM INCENTIVE PLAN
SECTION 1
GENERAL
1.1. Purpose. The LaSalle Re Holdings Limited 1996 Long-Term Incentive
Plan (the "Plan") has been established by LaSalle Re Holdings Limited (the
"Company") to:
(a) attract and retain employees and other persons providing services to
the Company and the Related Companies;
(b) motivate Participants, by means of appropriate incentives, to achieve
long-range goals;
(c) provide incentive compensation opportunities that are competitive with
those of other major corporations; and
(d) further identify Participants' interests with those of the Company's
other shareholders through compensation that is based on the Company's
common stock;
and thereby promote the long-term financial interest of the Company and the
Related Companies, including the growth in value of the Company's equity and
enhancement of long-term shareholder return.
1.2. Participation. Subject to the terms and conditions of the Plan,
the Committee shall determine and designate, from time to time, from among the
Eligible Individuals, those persons who will be granted one or more Awards under
the Plan, and thereby become "Participants" in the Plan. In the discretion of
the Committee, and subject to the terms of the Plan, a Participant may be
granted any Award permitted under the provisions of the Plan, and more than one
Award may be granted to a Participant. Except as otherwise agreed by the Company
and the Participant, or except as otherwise provided in the Plan, an Award under
the Plan shall not affect any previous Award under the Plan or an award under
any other plan maintained by the Company or the Related Companies. For purposes
of the Plan, the term "Eligible Individual" shall mean any employee of the
Company or a Related Company, and any other person providing services to the
Company or a Related Company; provided, however, that a member of the Board of
Directors of the Company who is not an employee of the Company or a Related
Company shall not be an "Eligible Individual".
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1.3. Operation and Administration. The operation and administration of
the Plan, including the Awards made under the Plan, shall be subject to the
provisions of Section 8 (relating to operation and administration). Capitalized
terms in the Plan shall be defined as set forth in the Plan (including the
definition provisions of Section 12 of the Plan).
SECTION 2
OPTIONS
2.1. Definitions. The grant of an "Option" under this Section 2
entitles the Participant to purchase shares of Stock at a price fixed at the
time the Option is granted, or at a price determined under a method established
at the time the Option is granted, subject to the terms of this Section 2.
Options granted under this Section 2 may be either Incentive Stock Options or
Non-Qualified Stock Options, as determined in the discretion of the Committee.
An "Incentive Stock Option" is an Option that is intended to satisfy the
requirements applicable to an "incentive stock option" described in section
422(b) of the Code. A "Non-Qualified Option" is an Option that is not intended
to be an "incentive stock option" as that term is described in section 422(b) of
the Code.
2.2. Eligibility. The Committee shall designate the Participants to
whom Options are to be granted under this Section 2 and shall determine the
number of shares of Stock to be subject to each such Option. To the extent that
the aggregate fair market value of Stock with respect to which Incentive Stock
Options are exercisable for the first time by any individual during any calendar
year (under all plans of the Company and all Related Companies) exceeds
$100,000, such options shall be treated as Non-Qualified Stock Options, to the
extent required by section 422 of the Code.
2.3. Price. The determination and payment of the purchase price of a
share of Stock under each Option granted under this Section 2 shall be subject
to the following:
(a) The purchase price shall be established by the Committee or shall be
determined by a method established by the Committee at the time the
Option is granted; provided, however, that in no event shall such price
be less than the par value of a share of Stock on such date.
(b) Subject to the following provisions of this subsection 2.3, the full
purchase price of each share of Stock purchased upon the exercise of
any Option shall be paid at the time of such exercise and, as soon as
practicable thereafter, a certificate representing the shares so
purchased shall be delivered to the person entitled thereto.
(c) The purchase price shall be payable in cash or in shares of Stock
(valued at Fair Market Value as of the day of exercise), or in any
combination thereof, as determined by the Committee.
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(d) A Participant may elect to pay the purchase price upon the exercise of
an Option through a cashless exercise arrangement to the extent
provided by the Committee.
2.4. Exercise. Except as otherwise expressly provided in the Plan, an
Option granted under this Section 2 shall be exercisable in accordance with the
following terms of this subsection 2.4:
(a) The terms and conditions relating to exercise of an Option shall be
established by the Committee, and may include, without limitation,
conditions relating to completion of a specified period of service
(subject to paragraph 2.4(b)), achievement of performance standards
prior to exercise of the Option, or achievement of Stock ownership
objectives by the Participant.
(b) No Option may be exercised by a Participant: (i) prior to the date on
which the Participant completes one continuous year of employment with
the Company or any Related Company after the date as of which the
Option is granted (provided, however, that the Committee may permit
earlier exercise following the Participant's Date of Termination by
reason of death or Disability); or (ii) after the Expiration Date
applicable to that Option.
(c) The exercise of an Option will result in the surrender of the
corresponding rights under a tandem Stock Appreciation Right, if any.
2.5. Post-Exercise Limitations. The Committee, in its discretion, may
impose such restrictions on shares of Stock acquired pursuant to the exercise of
an Option (including stock acquired pursuant to the exercise of a tandem Stock
Appreciation Right) as it determines to be desirable, including, without
limitation, restrictions relating to disposition of the shares and forfeiture
restrictions based on service, performance, Stock ownership by the Participant,
and such other factors as the Committee determines to be appropriate.
2.6. Expiration Date. The "Expiration Date" with respect to an Option
means the date established as the Expiration Date by the Committee at the time
of the grant; provided, however, that the Expiration Date with respect to any
Option shall not be later than the earliest to occur of:
(a) the ten-year anniversary of the date on which the Option is granted;
(b) if the Participant's Date of Termination occurs by reason of death or
Disability, the one-year anniversary of such Date of Termination;
(c) if the Participant's Date of Termination occurs by reason of
Retirement, the three-year anniversary of such Date of Termination; or
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(d) if the Participant's Date of Termination occurs for reasons other than
Retirement, death or Disability, the three-month anniversary of such
Date of Termination.
2.7. Reload Provision. In the event the Participant exercises an Option
and pays all or a portion of the purchase price in Stock, in the manner
permitted by subsection 2.3, such Participant (either pursuant to the terms of
the Option Award, or pursuant to the exercise of Committee discretion at the
time the Option is exercised) may be issued a new Option to purchase additional
shares of Stock equal to the number of shares of Stock surrendered to the
Company in such payment. Such new Option shall have an exercise price equal to
the Fair Market Value per share on the date such new Option is granted, shall
first be exercisable six months from the date of grant of the new Option and
shall have an Expiration Date on the same date as the Expiration Date of the
original Option so exercised by payment of the purchase price in shares of
Stock.
SECTION 3
STOCK APPRECIATION RIGHTS
3.1. Definition. Subject to the terms of this Section 3, a Stock
Appreciation Right granted under the Plan entitles the Participant to receive,
in cash or Stock (as determined in accordance with subsection 3.4), value equal
to all or a portion of the excess of: (a) the Fair Market Value of a specified
number of shares of Stock at the time of exercise; over (b) a specified price
which shall not be less than 100% of the Fair Market Value of the Stock at the
time the Stock Appreciation Right is granted, or, if granted in tandem with an
Option, the exercise price with respect to shares under the tandem Option.
3.2. Eligibility. Subject to the provisions of the Plan, the Committee
shall designate the Participants to whom Stock Appreciation Rights are to be
granted under the Plan, shall determine the exercise price or a method by which
the price shall be established with respect to each such Stock Appreciation
Right, and shall determine the number of shares of Stock on which each Stock
Appreciation Right is based. A Stock Appreciation Right may be granted in
connection with all or any portion of a previously or contemporaneously granted
Option or not in connection with an Option. If a Stock Appreciation Right is
granted in connection with an Option then, in the discretion of the Committee,
the Stock Appreciation Right may, but need not, be granted in tandem with the
Option.
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3.3. Exercise. The exercise of Stock Appreciation Rights shall be
subject to the following:
(a) If a Stock Appreciation Right is not in tandem with an Option, then the
Stock Appreciation Right shall be exercisable in accordance with
the terms established by the Committee in connection with such rights;
and may include, without limitation, conditions relating to completion
of a specified period of service, achievement of performance standards
prior to exercise of the Stock Appreciation Rights, or achievement of
objectives relating to Stock ownership by the Participant. However,
except as otherwise expressly provided in the Plan, no Stock
Appreciation Right subject to this paragraph (a) may be exercised by a
Participant (i) prior to the date on which the Participant completes
one continuous year of employment with the Company and the Related
Companies after the date as of which the Stock Appreciation Right is
granted (provided, however, that the Committee may permit earlier
exercise following the Participant's Date of Termination by reason of
death or Disability); or (ii) after the Expiration Date applicable to
that Stock Appreciation Right.
(b) If a Stock Appreciation Right is in tandem with an Option, then the
Stock Appreciation Right shall be exercisable at the time the tandem
Option is exercisable. The exercise of a Stock Appreciation Right will
result in the surrender of the corresponding rights under the tandem
Option.
3.4. Settlement of Award. Upon the exercise of a Stock Appreciation
Right, the value to be distributed to the Participant, in accordance with
subsection 3.1, shall be distributed in shares of Stock (valued at their Fair
Market Value at the time of exercise), in cash, or in a combination thereof, in
the discretion of the Committee.
3.5. Post-Exercise Limitations. The Committee, in its discretion, may
impose such restrictions on shares of Stock acquired pursuant to the exercise of
a Stock Appreciation Right as it determines to be desirable, including, without
limitation, restrictions relating to disposition of the shares and forfeiture
restrictions based on service, performance, ownership of Stock by the
Participant, and such other factors as the Committee determines to be
appropriate.
3.6. Expiration Date. If a Stock Appreciation Right is in tandem with
an Option, then the "Expiration Date" for the Stock Appreciation Right shall be
the Expiration Date for the related Option. If a Stock Appreciation Right is not
in tandem with an Option, then the "Expiration Date" for the Stock Appreciation
Right shall be the date established as the Expiration Date by the Committee;
provided, however, that subject to the following provisions of this subsection
3.6, the Expiration Date with respect to any Stock Appreciation Right shall not
be later than the earliest to occur of:
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(a) the ten-year anniversary of the date on which the Stock Appreciation
Right is granted;
(b) if the Participant's Date of Termination occurs by reason of death or
Disability, the one-year anniversary of such Date of Termination; or
(c) if the Participant's Date of Termination occurs by reason of Retirement,
the three-year anniversary of such Date of Termination; or
(d) if the Participant's Date of Termination occurs by reason other than
Retirement, death or Disability, the three-month anniversary of such
Date of Termination.
3.7. Limited Stock Appreciation Rights. The Committee may grant
Limited Stock Appreciation Rights. Notwithstanding the foregoing provisions of
this Section 3, Limited Stock Appreciation Rights shall be subject to the
following:
(a) A Limited Stock Appreciation Right may (but need not) be granted in
connection with all or any portion of a previously or contemporaneously
granted Option. A Limited Stock Appreciation Right may be granted in
tandem with an Option regardless of whether the Option is in tandem
with a Stock Appreciation Right.
(b) A Limited Stock Appreciation Right entitles the Participant to receive
a cash payment in connection with a Change in Control, determined as
follows:
(i) In the case of a Limited Stock Appreciation Right that is
in tandem with an Option, the payment amount shall be
equal to the difference between the exercise price per
share of the Stock covered by the tandem Option and the
Market Price of a share of Stock.
(ii) In the case of a Limited Stock Appreciation Right that is
not in tandem with an Option, the payment amount shall be
equal to the difference between (A) the Fair Market Value
of the Stock at the time of grant of the Limited Stock
Appreciation Right, or the average Stock value over a
period of up to six months prior to the date of the
Change in Control; and (B) the Market Price of a share of
Stock.
(c) To the extent provided by the Committee, a Limited Stock Appreciation
Right may be automatically exercisable at a time determined by the
Committee, or it may be exercised by the Participant during the period
beginning not earlier than the date of a Change in Control, and ending
not later than the seven-month anniversary of the date of the Change in
Control, and may be exercisable regardless of whether the Participant
is then employed (or otherwise providing services to) the Company or a
Related Company.
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(d) If the Limited Stock Appreciation Right is in tandem with an Option,
the exercise of the Limited Stock Appreciation Right shall result in
the cancellation of the tandem Option (and any Stock Appreciation Right
in tandem with such Option).
(e) For purposes of this subsection 3.7, the term "Market Price" shall mean
the greater of (i) the highest price per share of Stock paid in
connection with the Change in Control; and (ii) the highest price per
share of Stock as reported on the Composite Transaction Reporting
System on the New York Stock Exchange during a period beginning not
earlier than 90 days prior to the Change in Control and ending not
later than the date of exercise of the Limited Stock Appreciation
Right, as determined by the Committee.
SECTION 4
RESTRICTED STOCK
4.1. Definition. Subject to the terms of this Section 4, Restricted
Stock Awards under the Plan are grants of Stock to Participants, the vesting of
which is subject to such conditions as may be established by the Committee, with
some or all of those conditions relating to events (such as performance or
continued employment) occurring after the date of grant. To the extent that
vesting of a Restricted Stock Award is contingent on continued employment, the
required employment period shall not be less than one year following the grant
of the Award. The period beginning on the date of grant of Restricted Stock and
ending on the vesting or forfeiture of such stock is referred to as the
"Restricted Period".
4.2. Eligibility. The Committee shall designate the Participants to
whom Restricted Stock is to be granted, and the number of shares of Stock that
are subject to each such Award. The Award of shares under this Section 4 may,
but need not, be made in conjunction with a cash-based incentive compensation
program maintained by the Company, and may, but need not, be in lieu of cash
otherwise awardable under such program.
4.3. Terms and Conditions of Awards. Shares of Restricted Stock
granted to Participants under the Plan shall be subject to the following terms
and conditions:
(a) Except as otherwise hereinafter provided, Restricted Stock granted to
Participants may not be sold, assigned, transferred, pledged or
otherwise encumbered during the Restricted Period. Except for such
restrictions, the Participant as owner of such shares shall have all
the rights of a shareholder, including but not limited to the right to
vote such shares and, except as otherwise provided by the Committee,
the right to receive all dividends paid on such shares.
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(b) Except as otherwise determined by the Committee, a Participant whose
Date of Termination occurs prior to the end of the Restricted Period
for any reason shall forfeit all shares of Restricted Stock remaining
subject to any outstanding Restricted Stock Award.
(c) Each certificate issued in respect of shares of Restricted Stock
granted under the Plan shall be registered in the name of the
Participant and, at the discretion of the Committee, each such
certificate may be deposited in a bank designated by the Committee.
Each such certificate shall bear the following (or a similar) legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) contained in the LaSalle Re
Holdings Limited 1996 Long-Term Incentive Plan and an
agreement entered into between the registered owner and
LaSalle Re Holdings Limited. A copy of such plan and agreement
is on file in the office of the Secretary of LaSalle Re
Holdings Limited, #25 Church Street, Hamilton, HMFX, Bermuda."
(d) Subject to the limitations of the Plan and the Award of Restricted
Stock, at the end of the Restricted Period for Restricted Stock, such
Restricted Stock will be transferred free of all restrictions to a
Participant (or his or her legal representative, beneficiary or heir).
SECTION 5
PERFORMANCE STOCK
5.1. Definition. Subject to the terms of this Section 5, a Performance
Stock Award provides for the distribution of Stock to a Participant upon the
achievement of performance objectives established by the Committee. For purposes
of the Plan, the "Performance Period" with respect to any Performance Stock
Award shall be the period over which the applicable performance is to be
measured.
5.2. Eligibility. The Committee shall designate the Participants to
whom Performance Stock Awards are to be granted, and the number of shares of
Stock that are subject to each such Award. The Award of shares under this
Section 5 may, but need not, be made in conjunction with a cash-based incentive
compensation program maintained by the Company, and may, but need not, be in
lieu of cash otherwise awardable under such program.
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SECTION 6
STOCK PURCHASE PROGRAM
6.1. Purchase of Stock. The Committee may, from time to time, establish
one or more programs under which Participants will be permitted to purchase
shares of Stock under the Plan, and shall designate the Participants eligible to
participate under such Stock purchase programs. The purchase price for shares of
Stock available under such programs, and other terms and conditions of such
programs, shall be established by the Committee. The purchase price may not be
less than the Fair Market Value of the Stock at the time of purchase (or, in the
Committee's discretion, the average Stock value over a period determined by the
Committee); provided, however, that with respect to shares of Stock purchased
under a program that does not result in an award of matching shares (as provided
in subsection 6.2), the purchase price may not be less than 50% of the Fair
Market Value of the Stock at the time of purchase (or, in the Committee's
discretion, the average Stock value over a period determined by the Committee),
and further provided that the purchase price may not be less than par value.
6.2. Matching Shares. Except as otherwise provided in subsection 6.1,
any Stock purchase program established by the Committee under this Section 6 may
provide for the award of matching shares of Stock, except that in no event shall
the matching rate exceed one share for each one share purchased by the
Participant.
6.3. Restrictions on Shares. The Committee may impose such restrictions
with respect to shares purchased under subsection 6.1, or matching shares
awarded pursuant to subsection 6.2, as the Committee determines to be
appropriate. Such restrictions may include, without limitation, restrictions of
the type that may be imposed with respect to Restricted Stock under Section 4.
SECTION 7
PERFORMANCE UNITS
7.1. Definition. Subject to the terms of this Section 7, the Award of
Performance Units under the Plan entitles the Participant to receive value for
the units at the end of a Performance Period to the extent provided under the
Award. The number of units earned, and the value received for them, will be
contingent on the degree to which the performance measures established at the
time of grant of the Award are met. For purposes of the Plan, the "Performance
Period" with respect to the award of any Performance Units shall be the period
over which the applicable performance is to be measured.
7.2. Eligibility. The Committee shall designate the Participants to
whom Performance Units are to be granted, and the number of units to be the
subject to each such Award.
7.3. Terms and Conditions of Awards. For each Participant, the
Committee will determine the value of units, which may be stated either in cash
or in units representing shares of Stock; the performance measures used for
determining whether the Performance Units are earned; the Performance Period
during which the performance measures will apply; the relationship between the
level of achievement of the performance measures and the degree to which
Performance Units are earned; whether, during or after the Performance Period,
any revision to the performance measures or Performance Period should be made to
reflect significant events or changes that occur during the Performance Period;
and the number of earned Performance Units that will be paid in cash and/or
shares of Stock.
7.4. Settlement. Settlement of Performance Units shall be subject to
the following:
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(a) The Committee will compare the actual performance to the performance
measures established for the Performance Period and determine the
number of units as to which settlement is to be made, and the value of
such units.
(b) Settlement of units earned shall be wholly in cash, wholly in Stock or
in a combination of the two, to be distributed in a lump sum or
installments, as determined by the Committee.
(i) For Performance Units stated in units representing shares
of Stock when granted, one share of Stock will be
distributed for each unit earned, or cash will be
distributed for each unit earned equal to either (A) the
Fair Market Value of a share of Stock at the end of the
Performance Period or (B) the average Stock value over a
period determined by the Committee.
(ii) For Performance Units stated in cash when granted, the
value of each unit earned will be distributed in its
initial cash value, or shares of Stock will be
distributed based on the cash value of the units earned
divided by (A) the Fair Market Value of a share of Stock
at the end of the Performance Period or (B) the average
Stock value over a period determined by the Committee.
(c) Shares of Stock distributed in settlement of the units shall be subject
to such vesting requirements and other conditions, if any, as the
Committee shall determine. Such vesting restrictions may include,
without limitation, restrictions of the type that may be imposed with
respect to Restricted Stock under Section 4.
7.5. Termination during Performance Period. If a Participant's Date of
Termination occurs during a Performance Period with respect to any Performance
Units granted to him, the Committee may determine that the Participant will be
entitled to settlement of all or any portion of the Performance Units as to
which he would otherwise be eligible, and may accelerate the determination of
the value and settlement of such Performance Units or make such other
adjustments as the Committee, in its sole discretion, deems desirable.
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SECTION 7A
FIFTH ANNIVERSARY STOCK AWARD
Each Eligible Individual who has completed five years of service with
the Company or a Related Company (including service performed as an employee of
CNA (Bermuda) Services Limited or Aon Risk Consultants (Bermuda) Ltd.) who has
not previously been granted an award under the Plan shall be granted Stock on
the earlier of (i) the fifth anniversary of such Eligible Individual's date of
hire by the Company or a Related Company or (ii) in the case of an Eligible
Individual who performed services for the Company or a Related Company prior to
such date of hire, the fifth anniversary of the date on which such Eligible
Individual began performing such services, subject in each case to approval of
such award by the Committee. The amount of Stock granted to the Eligible
Individual shall be equal to 10% of his or her base salary as of such
anniversary date, divided by the Fair Market Value of a share of Stock on the
business day coincident with such anniversary date, or if such anniversary date
is not a business day, the first business day immediately prior to such
anniversary date; provided that such Eligible Individual is employed by the
Company or a Related Company on such anniversary date.
SECTION 8
OPERATION AND ADMINISTRATION
8.1. Effective Date. Subject to the approval of the shareholders of the
Company, the Plan shall be effective as of November 27, 1995 (the "Effective
Date"); provided, however, that to the extent that Awards are made under the
Plan prior to its approval by shareholders, they shall be contingent on approval
of the Plan by the shareholders of the Company. The Plan shall be unlimited in
duration and, in the event of Plan termination, shall remain in effect as long
as any Awards under it are outstanding; provided, however, that no Awards may be
granted under the Plan on a date that is more than ten years from the date the
Plan is adopted or, if earlier, the date the Plan is approved by shareholders.
8.2. Shares Subject to Plan. The shares of Stock with respect to which
Awards may be made under the Plan shall be shares currently authorized but
unissued or currently held or subsequently acquired by the Company as treasury
shares, including shares purchased in the open market or in private
transactions. Subject to the provisions of subsection 8.3, the number of shares
of Stock which may be issued with respect to Awards under the Plan shall not
exceed 1,000,000 shares in the aggregate. Except as otherwise provided herein,
any shares subject to an Award which for any reason expires or is terminated
without issuance of shares (whether or not cash or other consideration is paid
to a Participant in respect of such shares) shall again be available under the
Plan.
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8.3. Adjustments to Shares.
(a) If the Company shall effect any subdivision or consolidation of shares
of Stock or other capital readjustment, payment of stock dividend,
stock split, combination of shares or recapitalization or other
increase or reduction of the number of shares of Stock outstanding
without receiving compensation therefor in money, services or property,
then the Committee shall adjust (i) the number of shares of Stock
available under the Plan; (ii) the number of shares available under any
individual or other limits; (iii) the number of shares of Stock subject
to outstanding Awards; and (iv) the per-share price under any
outstanding Award to the extent that the Participant is required to pay
a purchase price per share with respect to the Award.
(b) If the Company is reorganized, merged or consolidated or is party to a
plan of exchange with another corporation, pursuant to which
reorganization, merger, consolidation or plan of exchange, the
shareholders of the Company receive any shares of stock or other
securities or property, or the Company shall distribute securities of
another corporation to its shareholders, there shall be substituted for
the shares subject to outstanding Awards an appropriate number of
shares of each class of stock or amount of other securities or property
which were distributed to the shareholders of the Company in respect of
such shares, subject to the following:
(i) If the Committee determines that the substitution described in
accordance with the foregoing provisions of this paragraph (b) would
not be fully consistent with the purposes of the Plan or the purposes
of the outstanding Awards under the Plan, the Committee may make such
other adjustments to the Awards to the extent that the Committee
determines such adjustments are consistent with the purposes of the
Plan and of the affected Awards.
(ii) All or any of the Awards may be canceled by the Committee on or
immediately prior to the effective date of the applicable transaction,
but only if the Committee gives reasonable advance notice of the
cancellation to each affected Participant, and only if either: (A) the
Participant is permitted to exercise the Award for a reasonable period
prior to the effective date of the cancellation; or (B) the Participant
receives payment or other benefits that the Committee determines to be
reasonable compensation for the value of the canceled Awards.
(iii) Upon the occurrence of a reorganization of the Company or any
other event described in this paragraph (b), any successor to the
Company shall be substituted for the Company to the extent that the
Company and the successor agree to such substitution.
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(c) Upon (or, in the discretion of the Committee, immediately prior to) the
sale to (or exchange with) a third party unrelated to the Company of
all or substantially all of the assets of the Company, all Awards shall
be canceled. If Awards are canceled under this paragraph (c), then,
with respect to any affected Participant, either:
(i) the Participant shall be provided with reasonable advance notice of
the cancellation, and the Participant shall be permitted to exercise
the Award for a reasonable period prior to the effective date of the
cancellation; or
(ii) the Participant shall receive payment or other benefits that the
Committee determines to be reasonable compensation for the value of the
canceled Awards.
The foregoing provisions of this paragraph (c) shall also apply to the
sale of all or substantially all of the assets of the Company to a
related party, if the Committee determines such application is
appropriate.
(d) In determining what action, if any, is necessary or appropriate under
the foregoing provisions of this subsection 8.3, the Committee shall
act in a manner that it determines to be consistent with the purposes
of the Plan and of the affected Awards and, where applicable or
otherwise appropriate, in a manner that it determines to be necessary
to preserve the benefits and potential benefits of the affected Awards
for the Participants and the Company.
(e) The existence of this Plan and the Awards granted hereunder shall not
affect in any way the right or power of the Company or its shareholders
to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or
its business, any merger or consolidation of the Company, any issue of
bonds, debentures, preferred or prior preference stocks ahead of or
affecting the Company's Stock or the rights thereof, the dissolution or
liquidation of the Company, any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
(f) Except as expressly provided by the terms of this Plan, the issue by
the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, for cash or property or for labor or
services, either upon direct sale, upon the exercise of rights or
warrants to subscribe therefor or upon conversion of shares or
obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to Awards then outstanding hereunder.
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(g) Awards under the Plan are subject to adjustment under this subsection
8.3 only during the period in which they are considered to be
outstanding under the Plan. For purposes of this subsection 8.3, an
Award is considered "outstanding" on any date if the Participant's
ability to obtain all benefits with respect to the Award is subject to
limits imposed by the Plan (including any limits imposed by the
Agreement reflecting the Award). The determination of whether an Award
is outstanding shall be made by the Committee.
8.4. Limit on Distribution. Distribution of shares of Stock or other
amounts under the Plan shall be subject to the following:
(a) Notwithstanding any other provision of the Plan, the Company shall have
no liability to deliver any shares of Stock under the Plan or make any
other distribution of benefits under the Plan unless such delivery or
distribution would comply with all applicable laws and the applicable
requirements of any securities exchange or similar entity.
(b) In the case of a Participant who is subject to Section 16(a) and 16(b)
of the Securities Exchange Act of 1934, the Committee may, at any time,
add such conditions and limitations to any Award to such Participant,
or any feature of any such Award, as the Committee, in its sole
discretion, deems necessary or desirable to comply with Section 16(a)
or 16(b) and the rules and regulations thereunder or to obtain any
exemption therefrom.
(c) To the extent that the Plan provides for issuance of certificates to
reflect the transfer of shares of Stock, the transfer of such shares
may be effected on a non-certificated basis, to the extent not
prohibited by applicable law or the rules of any stock exchange.
8.5. Withholding. All Awards and other payments under the Plan are
subject to withholding of all applicable taxes, which withholding obligations
may be satisfied, with the consent of the Committee, through the surrender of
shares of Stock which the Participant already owns, or to which a Participant is
otherwise entitled under the Plan.
8.6. Transferability. Awards under the Plan are not transferable except
as designated by the Participant by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Code, Title I of the Employee Retirement Income Security Act, or the rules
thereunder (a "QDRO"). To the extent that the Participant who receives an Award
under the Plan has the right to exercise such Award, the Award may be exercised
during the lifetime of the Participant only by the Participant.
8.7. Administration. The authority to control and manage the operation
and administration of the Plan shall be vested in a committee (the "Committee")
in accordance with Section 10.
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8.8. Notices. Any notice or document required to be filed with the
Committee under the Plan will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the Committee, in care of the Company, at
its principal executive offices. The Committee may, by advance written notice to
affected persons, revise such notice procedure from time to time. Any notice
required under the Plan (other than a notice of election) may be waived by the
person entitled to notice.
8.9. Form and Time of Elections. Unless otherwise specified herein,
each election required or permitted to be made by any Participant or other
person entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.
8.10. Agreement With Company. At the time of an Award to a Participant
under the Plan, the Committee may require a Participant to enter into an
agreement with the Company (the "Agreement") in a form specified by the
Committee, agreeing to the terms and conditions of the Plan and to such
additional terms and conditions, not inconsistent with the Plan, as the
Committee may, in its sole discretion, prescribe.
8.11. Limitation of Implied Rights.
(a) Neither a Participant nor any other person shall, by reason of the
Plan, acquire any right in or title to any assets, funds or property of
the Company or any Related Company whatsoever, including, without
limitation, any specific funds, assets, or other property which the
Company or any Related Company, in its sole discretion, may set aside
in anticipation of a liability under the Plan. A Participant shall have
only a contractual right to the amounts, if any, payable under the
Plan, unsecured by any assets of the Company and any Related Company.
Nothing contained in the Plan shall constitute a guarantee by the
Company or any Related Company that the assets of such companies shall
be sufficient to pay any benefits to any person.
(b) The Plan does not constitute a contract of employment, and selection as
a Participant will not give any employee the right to be retained in
the employ of the Company or any Related Company, nor any right or
claim to any benefit under the Plan, unless such right or claim has
specifically accrued under the terms of the Plan. Except as otherwise
provided in the Plan, no Award under the Plan shall confer upon the
holder thereof any right as a shareholder of the Company prior to the
date on which he fulfills all service requirements and other conditions
for receipt of such rights.
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8.12. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.
8.13. Action by Company or Related Company. Any action required or
permitted to be taken by the Company or any Related Company shall be by
resolution of its board of directors, or by action of one or more members of the
board (including a committee of the board) who are duly authorized to act for
the board, or (except to the extent prohibited by applicable law or the rules of
any stock exchange) by a duly authorized officer of the company.
8.14. Gender and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.
SECTION 9
CHANGE IN CONTROL
9.1. Acceleration. Subject to the provisions of subsection 8.3
(relating to the adjustment of shares), and except as otherwise provided in the
Plan or the Agreement reflecting the applicable Award, upon the occurrence of a
Change in Control:
(a) All outstanding Options (regardless of whether in tandem with Stock
Appreciation Rights) shall become fully exercisable, except to the
extent that the right to exercise the Option is subject to any
restrictions established in connection with a Limited Stock
Appreciation Right that is in tandem with the Option.
(b) All outstanding Stock Appreciation Rights (regardless of whether in
tandem with Options) shall become fully exercisable, except that if
Stock Appreciation Rights are in tandem with an Option, and the Option
is in tandem with a Limited Stock Appreciation Right, the right to
exercise the Stock Appreciation Right shall be subject to any
restrictions established in connection with the Limited Stock
Appreciation Right.
(c) All shares of Restricted Stock and Performance Stock shall become fully
vested.
(d) All vesting restrictions imposed under subsection 6.3 (relating to
restrictions on shares purchased by the Participants, and matching
shares awarded to Participants) shall cease to apply, and the
Participant shall become fully vested in those shares.
(e) Performance Units may be paid out in such manner and amounts as
determined by the Committee.
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SECTION 10
COMMITTEE
10.1. Selection of Committee. The Committee shall be selected by the
Board, and shall consist of not less than two members of the Board, or such
greater number as may be required for compliance with SEC Rule 16b-3, none of
whom shall be eligible to receive Awards under the Plan.
10.2. Powers of Committee. The authority to manage and control the
operation and administration of the Plan shall be vested in the Committee,
subject to the following:
(a) Subject to the provisions of the Plan, the Committee will have the
authority and discretion to select employees to receive Awards, to
determine the time or times of receipt, to determine the types of
Awards and the number of shares covered by the Awards, to establish the
terms, conditions, performance criteria, restrictions, and other
provisions of such Awards, and (subject to the restrictions imposed by
Section 11) to cancel or suspend Awards. In making such Award
determinations, the Committee may take into account the nature of
services rendered by the respective employee, his present and potential
contribution to the Company's success and such other factors as the
Committee deems relevant.
(b) The Committee will have the authority and discretion to interpret the
Plan, to establish, amend, and rescind any rules and regulations
relating to the Plan, to determine the terms and provisions of any
agreements made pursuant to the Plan, and to make all other
determinations that may be necessary or advisable for the
administration of the Plan.
(c) Any interpretation of the Plan by the Committee and any decision made
by it under the Plan is final and binding on all persons.
(d) Except as otherwise expressly provided in the Plan, where the Committee
is authorized to make a determination with respect to any Award, such
determination shall be made at the time the Award is made, except that
the Committee may reserve the authority to have such determination made
by the Committee in the future (but only if such reservation is made at
the time the Award is granted and is expressly stated in the Agreement
reflecting the Award).
10.3. Delegation by Committee. Except to the extent prohibited by
applicable law or the rules of any stock exchange, the Committee may allocate
all or any portion of its responsibilities and powers to any one or more of its
members and may delegate all or any part of its responsibilities and powers to
any person or persons selected by it. Any such allocation or delegation may be
revoked by the Committee at any time.
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10.4. Information to be Furnished to Committee. The Company and Related
Companies shall furnish the Committee with such data and information as may be
required for it to discharge its duties. The records of the Company and Related
Companies as to an employee's or Participant's employment (or other provision of
services), termination of employment (or cessation of the provision of
services), leave of absence, reemployment and compensation shall be conclusive
on all persons unless determined to be incorrect. Participants and other persons
entitled to benefits under the Plan must furnish the Committee such evidence,
data or information as the Committee considers desirable to carry out the terms
of the Plan.
10.5. Liability and Indemnification of Committee. No member or
authorized delegate of the Committee shall be liable to any person for any
action taken or omitted in connection with the administration of the Plan unless
attributable to his own fraud or willful misconduct; nor shall the Company or
any Related Company be liable to any person for any such action unless
attributable to fraud or willful misconduct on the part of a director or
employee of the Company or Related Company. The Committee, the individual
members thereof, and persons acting as the authorized delegates of the Committee
under the Plan, shall be indemnified by the Company against any and all
liabilities, losses, costs and expenses (including legal fees and expenses) of
whatsoever kind and nature which may be imposed on, incurred by or asserted
against the Committee or its members or authorized delegates by reason of the
performance of a Committee function if the Committee or its members or
authorized delegates did not act dishonestly or in willful violation of the law
or regulation under which such liability, loss, cost or expense arises. This
indemnification shall not duplicate but may supplement any coverage available
under any applicable insurance.
SECTION 11
AMENDMENT AND TERMINATION
The Board may, at any time, amend or terminate the Plan, provided that,
subject to subsection 6.3 (relating to certain adjustments to shares), no
amendment or termination may materially adversely affect the rights of any
Participant or beneficiary under any Award made under the Plan prior to the date
such amendment is adopted by the Board.
SECTION 12
DEFINED TERMS
For purposes of the Plan, the terms listed below shall be defined as
follows:
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(a) Award. The term "Award" shall mean any award or benefit granted to any
Participant under the Plan, including, without limitation, the grant of
Options, Stock Appreciation Rights, Restricted Stock, Performance
Stock, Stock acquired through purchase or through matching allocations
under Section 6, or Performance Units.
(b) Board. The term "Board" shall mean the Board of Directors of the
Company.
(c) Change in Control. The term "Change in Control" means a change in the
beneficial ownership of the Company's voting stock or a change in the
composition of the Board which occurs as follows:
(i) Any "person" (as such term is used in Section 13(d) and
14(d)(2) of the Securities Exchange Act of 1934) is or
becomes a beneficial owner, directly or indirectly, of
stock of the Company representing 30 percent or more of
the total voting power of the Company's then outstanding
stock.
(ii) A tender offer (for which a filing has been made with the
SEC which purports to comply with the requirements of
Section 14(d) of the Securities Exchange Act of 1934 and
the corresponding SEC rules) is made for the stock of the
Company, which has not been negotiated and approved by
the Board. In case of a tender offer described in this
paragraph (b), the Change in Control will be deemed to
have occurred upon the first to occur of (i) any time
during the offer when the person (using the definition
in (a) above) making the offer owns or has accepted for
payment stock of the Company with 25 percent or more
of the total voting power of the Company's stock or (ii)
three business days before the offer is to terminate
unless the offer is withdrawn first, if the person making
the offer could own, by the terms of the offer plus any
shares owned by this person, stock with 50 percent or
more of the total voting power of the Company's stock
when the offer terminates.
(iii) Individuals who were the Board's nominees for election as
directors of the Company immediately prior to a meeting
of the shareholders of the Company involving a contest
for the election of directors shall not constitute a
majority of the Board following the election.
(d) Code. The term "Code" means the United States Internal Revenue Code of
1986, as amended. A reference to any provision of the Code shall
include reference to any successor provision of the Code.
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(e) Date of Termination. A Participant's "Date of Termination" shall be the
date on which he both ceases to be an employee of the Company and the
Related Companies and ceases to perform material services for the
Company and the Related Companies, regardless of the reason for the
cessation; provided that a "Date of Termination" shall not be
considered to have occurred during the period in which the reason for
the cessation of services is a leave of absence approved by the Company
or the Related Company which was the recipient of the Participant's
services.
(f) Disability. Except as otherwise provided by the Committee, a
Participant shall be considered to have a "Disability" during the
period in which he is unable, by reason of a medically determinable
physical or mental impairment, to engage in any substantial gainful
activity, which condition, in the opinion of a physician selected by
the Committee, is expected to have a duration of not less than 120
days.
(g) Fair Market Value. For purposes of determining the "Fair Market Value"
of a share of Stock, the following rules shall apply:
(i) If the Stock is at the time listed or admitted to trading on any
stock exchange, then the Fair Market Value shall be the mean between
the lowest and highest reported sale prices of the Stock on the date in
question on the principal exchange on which the Stock is then listed or
admitted to trading. If no reported sale of Stock takes place on the
date in question on the principal exchange, then the reported closing
asked price of the Stock on such date on the principal exchange shall
be determinative of Fair Market Value.
(ii) If the Stock is not at the time listed or admitted to trading on a
stock exchange, the Fair Market Value shall be the mean between the
lowest reported bid price and highest reported asked price of the Stock
on the date in question in the over-the-counter market, as such prices
are reported in a publication of general circulation selected by the
Committee and regularly reporting the market price of Stock in such
market.
(iii) If the Stock is not listed or admitted to trading on any stock
exchange or traded in the over-the-counter market, the Fair Market
Value shall be as determined in good faith by the Committee.
(h) Option. The term "Option" shall mean any Incentive Stock Option or
Non-Qualified Stock Option granted under the Plan.
(i) Related Companies. The term "Related Company" means any company during
any period in which it is a "subsidiary corporation" (as that term is defined in
Code section 424(f)) with respect to the Company.
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(j) Retirement. "Retirement" of a Participant shall mean the occurrence of
a Participant's Date of Termination after providing at least five years
of service to the Company or the Related Companies and attaining age
65.
(k) SEC. "SEC" shall mean the United States Securities and Exchange
Commission.
(l) Stock. The term "Stock" shall mean shares of common stock of the
Company.
SECTION 13
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).
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