EX-10.1







Exhibit 10.1


ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD

SECOND AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN

RSU AWARD AGREEMENT




          This RSU Award Agreement (this “RSU Agreement”) sets forth the terms and conditions of
an award (this “Award”) of restricted stock units (“RSUs”) granted to you under the
Allied World Assurance Company Holdings, Ltd Second Amended and Restated 2004 Stock Incentive Plan
(the “Plan”).




     1. The Plan. This Award is made pursuant to the Plan, the terms of which are
incorporated in this RSU Agreement. Capitalized terms used in this RSU Agreement that are not
defined in this RSU Agreement, or in the attached Glossary of Terms, have the meanings as used or
defined in the Plan.



     2. Award. The number of RSUs subject to this Award is set forth at the end of this
RSU Agreement. Each RSU constitutes an unfunded and unsecured promise of Allied World to deliver
(or cause to be delivered) to you, subject to the terms of this RSU Agreement, one Common Share
(the “Share” or the “Shares” as the context requires) (or cash equal to the Fair
Market Value thereof) on the applicable Delivery Date as provided herein. Until such delivery, you
have only the rights of a general unsecured creditor, and no rights as a shareholder of Allied
World. THIS AWARD IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AWARD
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE CHOICE OF FORUM PROVISIONS SET FORTH IN PARAGRAPH 15.



     3. Vesting and Delivery.



          (a) Vesting. Except as provided in this Paragraph 3 and in Paragraphs 4 and 6, twenty
five percent (25%) of the RSUs shall vest and become exercisable on each of the first, second,
third and fourth anniversaries of the Date of Grant specified at the end of this RSU Agreement
(each, a “Vesting Date”). Unless the Committee determines otherwise, and except as
provided in Paragraph 6, if your Employment terminates for any reason prior to a Vesting Date, your
rights in respect of all of your then unvested RSUs shall terminate, and no Shares (and/or cash)
shall be delivered in respect of such RSUs.




          (b) Delivery. Except as provided in this Paragraph 3 and in Paragraphs 4, 6, 8 and 9,
on the Delivery Dates, the Company shall issue or transfer to you, or cause to be issued or
transferred to you, the number of Shares underlying the RSUs to be delivered, and shall either
(i) deliver, or cause to be delivered, to you a certificate or certificates therefor, registered in
your name; or (ii) cause such Shares to be credited to your account at a third-party stock plan
administrator as may be arranged for by the Company or the Committee from time to time for purposes
of the administration of outstanding Awards under the Plan. You shall be deemed the beneficial
owner of the Shares at the close of business on a Delivery Date and shall be entitled to any
dividend or distribution that has not already been made with respect to such Shares if the record
date for such dividend or distribution is after the close of business on such Delivery Date. The
Company may, at its option, deliver, or cause to be delivered, cash in lieu of all or any portion
of the Shares otherwise deliverable on a Delivery Date specified at the end of this RSU




 









 







Agreement. Such cash payment shall equal the product of the number of Shares to be delivered
on a Delivery Date and the Fair Market Value of one Share on such Delivery Date.




          (c) Death. Notwithstanding any other provision of this RSU Agreement, if you die
prior to a Delivery Date, and provided your rights in respect of your RSUs have not previously
terminated, the Shares (and/or cash) corresponding to your outstanding RSUs shall be delivered to
the representative of your estate as soon as practicable after the date of death and after such
documentation, as may be requested by the Company or third-party stock plan administrator, is
provided to the Company or such third-party stock plan administrator, as applicable.




          (d) Delay in Delivery. Notwithstanding anything contained herein to the contrary, any
delivery of Common Shares or cash otherwise required to be made hereunder to you at any date as a
result of the termination of your Employment for any reason shall be delayed for such period of
time as may be necessary to meet the requirements of section 409A(a)(2)(B)(i) of the U.S. Internal
Revenue Code of 1986, as amended (the “Code”), and shall be delivered and/or paid on the
earliest date on which such delivery or payments can be made without violating the requirements of
section 409A(a)(2)(B)(i) of the Code.




     4. Termination of RSUs and Non-Delivery of Shares.



          (a) Unless the Committee determines otherwise, and except as provided in Paragraphs 3(c) and
6, your rights in respect of your outstanding RSUs shall immediately terminate, and no Shares
(and/or cash) shall be delivered in respect of such unvested RSUs, if at any time prior to a
Vesting Date your Employment with the Company terminates for any reason, or you are otherwise no
longer actively Employed by the Company.




          (b) Unless the Committee determines otherwise, and except as provided in Paragraph 6, your
rights in respect of all of your RSUs (whether or not vested) shall immediately terminate, and no
Shares (and/or cash) shall be delivered in respect of such RSUs, if at any time prior to a Delivery
Date:





     (i) you attempt to have any dispute under this RSU Agreement or the Plan resolved in
any manner that is not provided for by Paragraph 15;




     (ii) any event that constitutes Cause has occurred;




     (iii) you in any manner, directly or indirectly, (A) Solicit any Client to transact
business with a Competitive Enterprise or to reduce or refrain from doing any business with
the Company, (B) interfere with or damage (or attempt to interfere with or damage) any
relationship between the Company and any such Client or (C) Solicit any person who is an
employee of the Company to resign from the Company or to apply for or accept employment with
any Competitive Enterprise; or




     (iv) you fail to certify to Allied World, in accordance with procedures established by
the Committee with respect to a Delivery Date that you have complied, or the Committee
determines that you have failed as of a Delivery Date to comply, with all of the terms and
conditions of this RSU Agreement. By accepting the delivery of Shares



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(and/or cash) under this RSU Agreement, you shall be deemed to have represented and
certified at such time that you have complied with all the terms and conditions of this RSU
Agreement.



          (c) Unless the Committee determines otherwise, if a Delivery Date in respect of any of your
outstanding RSUs occurs, and Shares (and/or cash) with respect to such outstanding RSUs would be
deliverable under the terms and conditions of this RSU Agreement, except that you have not complied
with the conditions or your obligations under Paragraph 4(b)(iv), all of your rights with respect
to your outstanding RSUs shall terminate no later than the Delivery Date for such Shares.




     5. Repayment. If following the delivery of Shares (and/or cash), the Committee
determines that all terms and conditions of this RSU Agreement in respect of such delivery were not
satisfied, the Company shall be entitled to receive, and you shall be obligated to pay the Company
immediately upon demand therefor, the Fair Market Value of the Shares (determined as of the
Delivery Date) and the amount of cash (to the extent that cash was delivered to you) delivered with
respect to the Delivery Date, without reduction for any Shares (and/or cash) applied to satisfy
withholding tax or other obligations in respect of such Shares (and/or cash).



     6. Disability and Retirement



          (a) Notwithstanding any other provision of this RSU Agreement, but subject to Paragraph 6(b),
if your Employment with the Company is terminated by reason of Disability or Retirement, the
condition set forth in Paragraph 4(a) shall be waived with respect to your then outstanding
unvested RSUs (as a result of which any such then unvested outstanding RSUs shall vest on the
Vesting Dates), but all other conditions of this RSU Agreement shall continue to apply.




          (b) Without limiting the application of Paragraph 4(b) or Paragraph 4(c), your rights in
respect of any outstanding RSUs that become vested solely by reason of Paragraph 6(a) shall
terminate immediately, and no Shares (and/or cash) shall be delivered in respect of such
outstanding RSUs if, following the termination of your Employment with the Company by reason of
Disability or Retirement and prior to a Delivery Date you (i) form, or acquire a 5% or greater
equity ownership, voting or profit participation interest in, any Competitive Enterprise or (ii)
associate in any capacity (including, but not limited to, association as an officer, employee,
partner, director, consultant, agent or advisor) with any Competitive Enterprise.




     7. Non-transferability. Except as otherwise may be provided by the Committee, the
limitations set forth in Section 3.5 of the Plan shall apply. Any assignment in violation of the
provisions of this Paragraph 7 shall be null and void.



     8. Withholding, Consent and Legends.



          (a) The delivery of Shares is conditioned on your satisfaction of any applicable withholding
taxes (in accordance with Section 3.3 of the Plan).




          (b) Your rights in respect of your RSUs are conditioned on the receipt by the Company or
third-party stock plan administrator, as applicable, to the full satisfaction of the




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Committee of any required consents (as defined in Section 3.4 of the Plan) that the Committee
may determine to be necessary or advisable (including, without limitation, your consenting to
deductions from your wages, or another arrangement satisfactory to the Committee, to reimburse the
Company for advances made on your behalf to satisfy withholding and other tax obligations in
connection with this Award).




          (c) Allied World may affix to Certificates representing Shares issued pursuant to this RSU
Agreement any legend that the Committee determines to be necessary or advisable (including to
reflect any restrictions to which you may be subject under a separate agreement with Allied World).
Allied World may advise the transfer agent to place a stop transfer order against any legended
Shares.




     9. Rights of Offset. The Company shall have the right to offset, or cause to be
offset, against the obligation to deliver Shares (and/or cash) under this RSU Agreement any
outstanding amounts (including, without limitation, travel and entertainment or advance account
balances, loans or amounts repayable to the Company pursuant to tax equalization, housing,
automobile or other employee programs) you then owe to the Company and any amounts the Committee
otherwise deems appropriate.



     10. No Rights to Continued Employment. Nothing in this RSU Agreement or the Plan
shall be construed as giving you any right to continued Employment by the Company or affect any
right that the Company may have to terminate or alter the terms and conditions of your Employment.



     11. Successors and Assigns of Allied World. The terms and conditions of this RSU
Agreement shall be binding upon, and shall inure to the benefit of, Allied World and its successor
entities.



     12. Committee Discretion. The Committee shall have full discretion with respect to
any actions to be taken or determinations to be made in connection with this RSU Agreement, and its
determinations shall be final, binding and conclusive.



     13. Amendment. The Committee reserves the right at any time to amend the terms and
conditions set forth in this RSU Agreement, and the Board may amend the Plan in any respect;
provided, that, notwithstanding the foregoing and Sections 1.3.1(i), 1.3.1(ii) and 3.1 of the Plan,
no such amendment shall materially adversely affect your rights and obligations under this RSU
Agreement without your consent, except that the Committee reserves the right to accelerate the
delivery of the Shares and in its discretion provide that such Shares may not be transferable until
the Delivery Date on which such Shares otherwise would have been delivered (and that in respect of
such Shares you may remain subject to the repayment obligations of Paragraph 5 in the circumstances
under which the Shares would not have been delivered pursuant to Paragraph 4 or Paragraph 6). Any
amendment of this RSU Agreement shall be in writing signed by an authorized member of the Committee
or a person or persons designated by the Committee.



     14. Adjustment. In the event of a recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, amalgamation, consolidation, rights offering,
separation, reorganization or liquidation, or any other change in the corporate structure or the



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Shares, subsequent to the date of the Date of Grant, the Committee or the Board shall make
such equitable adjustments, designed to protect dilution or enlargement of rights, as it may deem
appropriate, in the number and kind of Shares covered by the RSUs subject to this RSU Agreement.



     15. Governing Law; Venue. THIS AWARD SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. IN CONSIDERATION OF YOUR ACCEPTANCE OF THIS
AWARD, YOU HEREBY EXPRESSLY SUBMIT TO THE EXCLUSIVE JURISDITION OF AND VENUE IN THE COURTS OF
BERMUDA WITH RESPECT TO ANY SUIT OR CLAIM INSTITUTED BY THE COMPANY OR YOU RELATING TO THIS AWARD.



     16. Headings. The headings in this RSU Agreement are for the purpose of convenience
only and are not intended to define or limit the construction of the provisions hereof.



          IN WITNESS WHEREOF, Allied World has caused this RSU Agreement to be duly executed and
delivered as of the Date of Grant.




	 	 	 	 	 	 	 
	 	 	ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






Recipient:




Total Number of RSUs:



 - RSUs to be Settled in Cash:

 - RSUs to be settled in Shares:




	 	 	 	 	 	 	 	 	 
	Date of Grant:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Delivery Dates:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Receipt
	 	 	 	 	 	 	 	 
	Acknowledge:
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Street
	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	City,
	 	State
	 	Zip Code	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Social Security No./Local I.D. No.	 	 







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Glossary of Terms



Solely for purposes of this Award of RSUs, the following terms shall have the meanings set forth
below. Capitalized terms not defined in this Glossary of Terms shall have the meanings as used or
defined in the applicable RSU Agreement or the Plan.




          “Cause” means, in the absence of any employment agreement between you and the Company
otherwise defining Cause, (i) your conviction, whether following trial or by plea of guilty or nolo
contendere (or similar plea), in a criminal proceeding (A) on a misdemeanor charge involving fraud,
false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery,
counterfeiting or extortion; (B) on a felony charge; or (C) on an equivalent charge to those in
clauses (A) and (B) in jurisdictions which do not use those designations; (ii) your engaging in any
conduct which constitutes an employment disqualification under applicable law (including statutory
disqualification as defined under the Exchange Act); (iii) your failure to perform your duties to
the Company; (iv) your violation of any securities or commodities laws, any rules or regulations
issued pursuant to such laws, or the rules and regulations of any securities or commodities
exchange or association of which Allied World or any of its subsidiaries or affiliates is a member;
(v) your violation of any Company policy concerning hedging or confidential or proprietary
information, or your material violation of any other Company policy as in effect from time to time;
(vi) your engaging in any act or making any statement which impairs, impugns, denigrates,
disparages or negatively reflects upon the name, reputation or business interests of the Company;
or (vii) your engaging in any conduct detrimental to the Company. In the event there is an
employment agreement between you and the Company defining Cause, “Cause” shall have the meaning
provided in such agreement. The determination as to whether “Cause” has occurred shall be made by
the Committee in its sole discretion, unless otherwise provided in an employment agreement between
you and the Company. The Committee shall also have the authority in its sole discretion to waive
the consequences under the Plan or any RSU Agreement of the existence or occurrence of any of the
events, acts or omissions constituting “Cause.”




          “Client” means any client or prospective client of the Company to whom you provided services,
or for whom you transacted business, or whose identity became known to you in connection with your
relationship with or Employment by the Company.




          “Competitive Enterprise” means a business enterprise that (i) engages in any activity, or (ii)
owns or controls a significant interest in any entity that engages in any activity, that, in either
case, competes anywhere with any activity in which the Company is engaged. The activities covered
by the previous sentence include, without limitation, all insurance and re-insurance, and insurance
and reinsurance related activities, and asset management located in Bermuda and abroad.




          “Delivery Date” means each date specified as the Delivery Date in the Award (or as soon as
practicable, but in no case more that 10 days, thereafter).




          “Disability” means, in the absence of any employment agreement between you and the Company
otherwise defining Disability, (i) total disability as defined in the long-term disability plan of
the Company, as in effect from time to time, or (ii) if there is no such plan at




 









 







the applicable time, physical or mental incapacity as determined solely by the Committee. In
the event there is an employment agreement between you and the Company defining Disability,
“Disability” shall have the meaning provided in such agreement.




          “Fair Market Value” means, with respect to a Common Share on any day, the fair market value as
determined in accordance with a valuation methodology approved by the Committee and consistent with
the requirements of Section 409A of the Code, or if there is a public market for the shares on such
date, (i) the methodology as determined by the Committee in its sole and absolute discretion, or
(ii) if the Committee has not set forth a pricing methodology, the closing price of the Common
Shares on such stock exchange on which the shares are principally trading on the date in question,
or, if there were no sales on such date, on the closest preceding date on which there were sales of
shares.




          “Retirement” means any termination of your Employment other than for Cause following the date
you attain age 65.




          “Solicit” means any direct or indirect communication of any kind whatsoever, regardless of by
whom initiated, inviting, advising, encouraging or requesting any person or entity, in any manner,
to take or refrain from taking any action.