Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.92M
2: EX-10.23 Form of Employee Restricted Stock Unit Agreement HTML 56K
(Performance Vesting)
3: EX-10.24 Form of Employee Restricted Stock Unit Agreement HTML 50K
5: EX-21.1 Subsidiaries of the Registrant HTML 40K
6: EX-23.1 Consent of Deloitte & Touche HTML 32K
4: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 57K
and Preferred Dividends
7: EX-31.1 CEO Certification Pursuant to Section 302 of the HTML 39K
Sarbanes-Oxley Act of 2002
8: EX-31.2 CFO Certification Pursuant to Section 302 of the HTML 39K
Sarbanes-Oxley Act of 2002
9: EX-32.1 CEO Certification Pursuant to Section 906 of the HTML 34K
Sarbanes-Oxley Act of 2002
10: EX-32.2 CFO Certification Pursuant to Section 906 of the HTML 34K
Sarbanes-Oxley Act of 2002
86: R1 Document and Entity Information HTML 60K
65: R2 Consolidated Balance Sheets HTML 134K
81: R3 Consolidated Balance Sheets (Parenthetical) HTML 47K
90: R4 Consolidated Statements of Operations HTML 114K
117: R5 Consolidated Statements of Comprehensive Income HTML 64K
(Loss)
68: R6 Consolidated Statements of Changes in HTML 107K
Shareholders' Equity
80: R7 Consolidated Statements of Cash Flows HTML 159K
59: R8 History HTML 34K
48: R9 Significant Accounting Policies HTML 77K
119: R10 Segment Information HTML 311K
92: R11 Goodwill and Intangible Assets HTML 91K
91: R12 Investments HTML 654K
99: R13 Fair Value Measurements HTML 608K
100: R14 Derivative Instruments HTML 179K
96: R15 Reserve for Losses and Loss Expenses HTML 125K
101: R16 Reinsurance HTML 75K
82: R17 Debt and Financing Arrangements HTML 53K
87: R18 Commitments and Contingencies HTML 69K
94: R19 Earnings Per Common Share HTML 88K
129: R20 Shareholders' Equity HTML 158K
110: R21 Noncontrolling Interest HTML 37K
74: R22 Retirement Plans HTML 35K
93: R23 Share-Based Compensation HTML 112K
77: R24 Related Party Transactions HTML 39K
38: R25 Income Taxes HTML 209K
111: R26 Other Comprehensive Income (Loss) HTML 160K
124: R27 Statutory Financial Information HTML 68K
53: R28 Unaudited Condensed Quarterly Financial Data HTML 99K
52: R29 Schedule Ii - Condensed Financial Information of HTML 165K
Parent Company
57: R30 Schedule Iii - Supplementary Insurance Information HTML 162K
58: R31 Schedule Iv - Supplementary Reinsurance HTML 56K
Information
60: R32 Significant Accounting Policies (Policies) HTML 134K
26: R33 Segment Information (Tables) HTML 310K
108: R34 Goodwill and Intangible Assets (Tables) HTML 85K
72: R35 Investments (Tables) HTML 631K
75: R36 Fair Value Measurements (Tables) HTML 572K
43: R37 Derivative Instruments (Tables) HTML 168K
128: R38 Reserve for Losses and Loss Expenses (Tables) HTML 121K
17: R39 Reinsurance (Tables) HTML 67K
62: R40 Commitments and Contingencies (Tables) HTML 46K
115: R41 Earnings Per Common Share (Tables) HTML 86K
40: R42 Shareholders' Equity (Tables) HTML 129K
51: R43 Share-Based Compensation (Tables) HTML 94K
56: R44 Income Taxes (Tables) HTML 207K
66: R45 Other Comprehensive Income (Loss) (Tables) HTML 159K
25: R46 Statutory Financial Information (Tables) HTML 59K
47: R47 Unaudited Condensed Quarterly Financial Data HTML 97K
(Tables)
19: R48 Segment Information (Details) HTML 124K
113: R49 Segment Information (Details 2) HTML 37K
39: R50 Segment Information (Details 3) HTML 74K
109: R51 Goodwill and Intangible Assets (Details) HTML 80K
44: R52 Goodwill and Intangible Assets (Details 2) HTML 44K
63: R53 Investments (Details) HTML 80K
18: R54 Investments (Details 2) HTML 93K
22: R55 Investments (Details 3) HTML 84K
55: R56 Investments (Details 4) HTML 72K
30: R57 Investments (Details 5) HTML 51K
120: R58 Investments (Details 6) HTML 58K
70: R59 Investments (Details 7) HTML 45K
97: R60 Investments (Details 8) HTML 47K
46: R61 Investments (Details 9) HTML 61K
49: R62 Investments (Details 10) HTML 44K
106: R63 Investments (Details 11) HTML 35K
102: R64 Fair Value Measurements (Details) HTML 145K
73: R65 Fair Value Measurements (Details 2) HTML 66K
104: R66 Fair Value Measurements (Details 3) HTML 116K
45: R67 Fair Value Measurements (Details 4) HTML 35K
78: R68 Derivative Instruments (Details) HTML 57K
123: R69 Derivative Instruments (Details 2) HTML 55K
21: R70 Derivative Instruments (Details 3) HTML 38K
37: R71 Derivative Instruments (Details 4) HTML 40K
64: R72 Reserve for Losses and Loss Expenses (Details) HTML 40K
28: R73 Reserve for Losses and Loss Expenses (Details 2) HTML 62K
127: R74 Reserve for Losses and Loss Expenses (Details 3) HTML 36K
41: R75 Reserve for Losses and Loss Expenses (Details 4) HTML 43K
32: R76 Reinsurance (Details) HTML 63K
36: R77 Debt and Financing Arrangements (Details) HTML 47K
23: R78 Debt and Financiing Arrangements (Details 2) HTML 43K
27: R79 Commitments and Contingencies (Details) HTML 39K
88: R80 Commitments and Contingencies (Details 2) HTML 45K
34: R81 Commitments and Contingencies (Details 3) HTML 51K
121: R82 Commitments and Contingencies (Details 4) HTML 33K
61: R83 Earnings Per Common Share (Details) HTML 77K
95: R84 Shareholders' Equity (Details) HTML 59K
103: R85 Shareholders' Equity (Details 2) HTML 38K
33: R86 Shareholders' Equity (Details 3) HTML 49K
35: R87 Shareholders' Equity (Details 4) HTML 85K
118: R88 Shareholders' Equity (Details 5) HTML 33K
29: R89 Noncontrolling Interest (Details) HTML 40K
89: R90 Retirement Plans (Details) HTML 35K
85: R91 Share-Based Compensation (Details) HTML 60K
107: R92 Share-Based Compensation (Details 2) HTML 87K
84: R93 Share-Based Compensation (Details 3) HTML 76K
69: R94 Related Party Transactions (Details) HTML 39K
112: R95 Income Taxes (Details) HTML 55K
67: R96 Income Taxes (Details 2) HTML 85K
42: R97 Income Taxes (Details 3) HTML 38K
76: R98 Income Taxes (Details 4) HTML 41K
71: R99 Income Taxes (Details 5) HTML 62K
54: R100 Other Comprehensive Income (Loss) (Details) HTML 102K
130: R101 Other Comprehensive Income (Loss) (Details 2) HTML 56K
105: R102 Statutory Financial Information (Details) HTML 63K
83: R103 Unaudited Condensed Quarterly Financial Data HTML 57K
(Details)
24: R104 Schedule Ii - Condensed Parent Company Balance HTML 94K
Sheets (Details)
114: R105 Schedule Ii - Condensed Parent Company Balance HTML 41K
Sheet Parenthetical (Details 2)
122: R106 Schedule Ii - Condensed Parent Company Balance HTML 52K
Sheet Notes (Details 3)
116: R107 Schedule Ii - Condensed Parent Company Statements HTML 79K
of Operations (Details 4)
79: R108 Schedule Ii - Condensed Parent Company Statements HTML 101K
of Cash Flows (Details 5)
31: R109 Schedule Iii - Supplementary Insurance Information HTML 68K
(Details)
98: R110 Schedule Iv - Supplementary Reinsurance HTML 43K
Information (Details)
126: XML IDEA XML File -- Filing Summary XML 192K
20: EXCEL IDEA Workbook of Financial Reports XLSX 606K
50: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 6.52M
11: EX-101.INS XBRL Instance -- axs-20131231 XML 9.38M
13: EX-101.CAL XBRL Calculations -- axs-20131231_cal XML 400K
14: EX-101.DEF XBRL Definitions -- axs-20131231_def XML 1.14M
15: EX-101.LAB XBRL Labels -- axs-20131231_lab XML 3.03M
16: EX-101.PRE XBRL Presentations -- axs-20131231_pre XML 1.75M
12: EX-101.SCH XBRL Schema -- axs-20131231 XSD 287K
125: ZIP XBRL Zipped Folder -- 0001214816-14-000016-xbrl Zip 557K
‘EX-10.24’ — Form of Employee Restricted Stock Unit Agreement
You (the “Participant”) have been granted an award of Restricted Stock Units (the “Award”) with a value based on ordinary shares, par value $0.0125 per share (“Shares”), of AXIS Capital Holdings Limited, a Bermuda company (the “Company”), pursuant to the AXIS Capital Holdings Limited 2007 Long-Term Equity Compensation Plan (the “Plan”). The date of grant of the Award (the “Award Date”) and the base number of Restricted Stock Units subject
to the Award (the “Award Units”) are as set forth in your restricted stock unit account maintained on the Smith Barney Benefit Access website or such other website as may be designated by the Committee (“Benefit Access”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered to you) on the terms and conditions set forth herein the Award Units.
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 Unit Agreement
(the “Agreement”).
1. GRANT OF RESTRICTED STOCK UNITS.
(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.
(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. PERIOD OF RESTRICTION.
(i)
The Restricted Stock Units 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 vesting of the Award Units. The Award Units shall vest in four equal installments on the first, second, third and fourth anniversary of the Grant Date; provided, that if the Award Units are not evenly devisable by four, then no fractional units shall vest or be exercised and the installments shall be as equal as possible with any smaller installments vesting first;
(b) The Participant’s death or permanent Disability; or
1
(c) The
date of the Participant’s termination without Cause or termination for Good Reason, in each case, within 24 months following a Change in Control.
(d) Definitions. As used herein, the following terms shall have the meanings set forth below:
(1) “Cause” shall have the meaning set forth in the Participant’s employment agreement with the Company, if any, or in the absence of an employment agreement definition shall mean (A) any act or omission which constitutes a material breach by the Participant of the terms of his or her employment, (B) the Participant’s conviction of a felony or commission of any act which would rise to the level of a felony, (C) the Participant’s conviction or commission of a lesser
crime or offense that adversely impacts or potentially could impact upon the business or reputation of the Company and/or affiliates and subsidiaries in a material way, (D) the Participant’s willful violation of specific lawful directives of the Company, (E) the Participant’s commission of a dishonest or wrongful act involving fraud, misrepresentation, or moral turpitude causing damage or potential damage to the Company and/or its affiliates and subsidiaries, (F) the Participant’s willful failure to perform a substantial part of the
Participant’s duties or (G) the Participant’s breach of fiduciary duty.
(2) “Disability” shall mean the Participant’s permanent disability which constitutes a disability within the meaning of Section 409A(a)(2)(C) of the Code.
(3) “Good Reason” shall have the meaning set forth in the Participant’s employment agreement with the Company, if any, or in the absence of an employment agreement definition shall mean (A) the scope of the Participant’s position, authority or duties with the Company is materially adversely changed, (B) the Participant’s compensation is not paid or is materially reduced or there is a material
adverse change in the Participant’s employee benefits or (C) the Participant is required by the Company to relocate to a place more than 50 miles from the Participant’s current place of employment; provided that, in each case, “Good Reason” shall not exist unless the Participant provides the Company with written notice of the Participant’s intent to terminate employment as a result of such event, providing the specific reasons therefore, and the Company does not make the necessary corrections within thirty days of receipt of the Participant’s written notice, following which the Participant may terminate his or her employment for “Good Reason” within the
ten days following expiration of such thirty day notice period.
(ii) Absent subsequent Committee action, the Award Units will not automatically vest upon the Participant’s Retirement.
(iii) Notwithstanding the foregoing, to the extent that the Participant is party to an employment agreement with the Company that provides for vesting of the Participant’s restricted stock units on an accelerated or otherwise more favorable basis as compared to the terms set forth in this Section 3, then the Award Units shall vest pursuant to the terms set forth in such employment agreement.
2
3. ISSUANCE
OF AWARD UNITS.
Subject to the Participant’s continued employment with the Company during the Period of Restriction, the Company shall deliver to the Participant promptly following the close of the Period of Restriction the Award Units. In the event that the Participant’s employment terminates for any reason prior to close of the Period of Restriction (except as described in Section 2(i)(b) or 2(i)(c)), the Award will immediately terminate and the Company will have no further obligation or liability to the Participant. Subject to Section 4, any Award Units issued to the Participant generally shall have the rights and privileges of a shareholder of the
Company as to such Units.
4. RESTRICTIONS, VOTING RIGHTS AND DIVIDEND EQUIVALENTS.
(a) Restrictions. The Award may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated at any time.
(b) Voting Rights. Prior to the delivery of Award Units pursuant to this Agreement, the Participant shall not be entitled to exercise any voting rights with respect to the Restricted Stock Units (or the Award Units) and, except as provided in Section 4(c), shall not be entitled to receive dividends or other distributions with respect to the Award Units.
(c) Dividend Equivalents. Dividend equivalents may be paid to the Participant with
respect to the Award Units during the Period of Restriction as determined from time to time by the Committee. Any dividend equivalents paid with respect to the Award Units during the Period of Restriction will be held by the Company, or a depository appointed by the Committee, for the Participant's account, and interest may be paid on the amount of cash dividend equivalents held at a rate and subject to such terms as may be determined by the Committee. All cash or share dividend equivalents so held, and any interest so paid, shall be payable at the same time as the Award Units are delivered as set forth in Section 3 and shall be forfeited and shall not be paid in the event the Award is terminated as set forth in Section 3.
(d) Leaves of Absence. For any purpose under this Agreement, employment
shall be deemed to continue while the Participant is on a bona fide leave of absence, if such leave was approved by the Company in writing and if continued crediting of employment for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company).
5. RESTRICTIONS ON TRANSFER.
(a) Transfer Restrictions. Regardless of whether the offering and sale of Units under the Plan have been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or otherwise, the Company, in its sole discretion, may impose
restrictions upon the sale, pledge or other transfer of such Award Units (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the
3
Company's Bye-Laws, the Securities Act, the U.S. Securities Exchange Act of 1934, as amended, the securities laws of any country or state or any other applicable law, rule or regulation.
(b) Legends. All certificates evidencing Award Units issued
under this Agreement shall bear such restrictive legends as are required or deemed advisable by the Company under the provisions of any applicable law, rule or regulation (including to reflect any restrictions to which you may be subject under any applicable securities laws). If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Award Units issued under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Units but without such legend.
6. MISCELLANEOUS PROVISIONS.
(a) Bye-Laws. All Units acquired pursuant
to this Agreement shall be subject to any applicable restrictions contained in the Company's Bye-Laws.
(b) No Retention Rights. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or any Affiliate employing or retaining the Participant or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without Cause.
(c) Notice. Any notice required by the terms of this
Agreement shall be given in writing and shall be deemed effective upon delivery by hand, upon delivery by reputable express courier or, if the recipient is located in the United States, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided in writing to the Company.
(d) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of Bermuda.
(e) Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(f) Modification or Amendment. This Agreement may be amended or modified by the Committee; provided that any amendment or modification that would adversely affect the Participant’s rights with respect to the Award must be made by written agreement executed by the parties hereto; and provided, that the adjustments permitted pursuant to Sections 4(b) and 7(c) of the Plan may be made without such written agreement.
(g) Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality
or invalidity shall not affect the remaining
4
provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.
(h) Compliance with Code Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of the Participant’s termination of employment with the Company and its Affiliates the Participant is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise
payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months and one day following the Participant’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments or other benefits due to the Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral
will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Committee, that does not cause such an accelerated or additional tax. The Company shall use commercially reasonable efforts to implement the provisions of this Section 6(h) in good faith; provided that neither the Company, the Committee nor any of the Company’s employees, directors or representatives shall have any liability to the Participant with respect to this Section 6(h).
(i) Recoupment Policy. The
Award is subject in all respects to the Company’s Executive Compensation Recoupment Policy, as the same may be amended from time to time, or any successor policy thereto.
