Exhibit 10.10.13


 


ARCH CAPITAL GROUP LTD.

Restricted Share Agreement


 


THIS AGREEMENT, dated as of May 9, 2008,
between Arch Capital Group Ltd. (the “Company”), a Bermuda company, and                               
(the “Director”).


 


WHEREAS, the following terms reflect the Company’s 2007
Long Term Incentive and Share Award Plan (the “Plan”);


 


NOW, THEREFORE, in consideration of the premises and
mutual covenants contained herein, the parties hereto agree as follows.


 


1.             Award of Shares.  Pursuant
to the provisions of the Plan, the terms of which are incorporated herein by
reference, the Director is hereby awarded 649 Restricted Shares (the “Award”),
subject to the terms and conditions herein set forth.  Capitalized terms used herein and not defined
shall have the meanings set forth in the Plan. 
In the event of any conflict between this Agreement and the Plan, the
Plan shall control.


 


2.             Terms and
Conditions.  It is understood and agreed that the Award of Restricted
Shares evidenced hereby is subject to the following terms and conditions:


 


(a)           Vesting of Award.  Subject to Section 2(b) below and
the other terms and conditions of this Agreement, this Award shall become
vested on May 8, 2009.  Unless
otherwise provided by the Company, all dividends and other amounts receivable
in connection with any adjustments to the Shares under Section 4(c) of
the Plan shall be subject to the vesting schedule in this Section 2(a).  Notwithstanding the foregoing, if a Change in
Control occurs and the Director ceases to be a director of the Company for any
reason, then the Restricted Shares shall become immediately vested in full upon
such termination of service.


 


“Change
in Control” shall mean:


 


(A)                              any person (within the meaning of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a
Permitted Person, is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of Voting Securities
representing 50% or more of the total voting power or value of all the then
outstanding Voting Securities; or


 


(B)                                the individuals who, as of the date hereof,
constitute the Board of Directors of the Company (the “Board”) together with
those who become directors subsequent to such date and whose recommendation,
election or nomination for election to the Board was approved by a vote of at
least a majority of the directors then still in office who either were
directors as of such date or whose recommendation,


 

















 


election or nomination for election was
previously so approved, cease for any reason to constitute a majority of the
members of the Board; or


 


(C)                                the consummation of a merger, consolidation,
recapitalization, liquidation, sale or disposition by the Company of all or
substantially all of the Company’s assets, or reorganization of the Company,
other than any such transaction which would (x) result in more than 50% of
the total voting power and value represented by the voting securities of the
surviving entity outstanding immediately after such transaction being beneficially
owned by the former shareholders of the Company and (y) not otherwise be
deemed a Change in Control under subparagraphs (A) or (B) of this
paragraph.


 


“Permitted Persons” means (A) the Company; (B) any Related
Party; (C) Warburg Pincus or any of its subsidiaries or any investment
funds managed or controlled by Warburg Pincus or any of its subsidiaries; or (D) any
group (as defined in Rule 13b-3 under the Exchange Act) comprised of any
or all of the foregoing.


 


“Related Party” means (A) a majority-owned subsidiary of the Company;
(B) a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any majority-owned subsidiary of the Company; or
(C) any entity, 50% or more of the voting power of which is owned directly
or indirectly by the shareholders of the Company in substantially the same
proportion as their ownership of Voting Securities immediately prior to the
transaction.


 


“Voting Security” means
any security of the Company which carries the right to vote generally in the
election of directors.


 


(b)           Termination of
Service; Forfeiture of Unvested Shares. 
Except as otherwise set forth in Section 2(a) above, in the
event the Director ceases to be a director of the Company prior to the date the
Restricted Shares otherwise become vested due to his or her death or Permanent
Disability (as defined in the Company’s Incentive Compensation Plan), the
Restricted Shares shall become immediately vested in full upon such termination
of service.  If the Director ceases to be
a director of the Company for any other reason prior to the date the Restricted
Shares become vested, the Award shall be forfeited by the Director and become
the property of the Company.


 


(c)           Certificates.  Each
certificate issued in respect of Restricted Shares awarded hereunder shall be deposited
with the Company, or its designee, together with, if 


 


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requested by the Company, a stock power
executed in blank by the Director, and shall bear a legend disclosing the
restrictions on transferability imposed on such Restricted Shares by this
Agreement (the “Restrictive Legend”). 
Upon the vesting of Restricted Shares pursuant to Section 2(a) hereof
and the satisfaction of any withholding tax liability pursuant to Section 5
hereof, the certificates evidencing such vested Shares, not bearing the Restrictive
Legend, shall be delivered to the Director.


 


(d)           Rights
of a Stockholder.  Prior to the time a Restricted Share is fully
vested hereunder, the Director shall have no right to transfer, pledge,
hypothecate or otherwise encumber such Restricted Shares.  During such period, the Director shall have
all other rights of a stockholder, including, but not limited to, the right to
vote and to receive dividends (subject to Section 2(a) hereof) at the
time paid on such Restricted Shares.


 


(e)           No
Right to Continued Services.  This Award
shall not confer upon the Director any right with respect to continuance of services
with the Company nor shall this Award interfere with the right of the Company
to terminate the Director’s services at any time.


 


3.             Transfer of
Shares.  The Shares delivered
hereunder, or any interest therein, may be sold, assigned, pledged,
hypothecated, encumbered, or transferred or disposed of in any other manner, in
whole or in part, only in compliance with the terms, conditions and
restrictions as set forth in the governing instruments of the Company, applicable
United States federal and state securities laws or any other applicable laws or
regulations and the terms and conditions hereof.


 


4.             Expenses of
Issuance of Shares.  The issuance of
stock certificates hereunder shall be without charge to the Director.  The Company shall pay, and indemnify the Director
from and against any issuance, stamp or documentary taxes (other than transfer
taxes) or charges imposed by any governmental body, agency or official (other
than income taxes) or by reason of the issuance of Shares.


 


5.             Withholding.  No later than the date of vesting of (or the
date of an election by the Director under Section 83(b) of the Code
with respect to) the Award granted hereunder, the Director shall make
arrangements satisfactory to the Committee regarding payment of any federal,
state or local taxes of any kind required by law to be withheld at such time
with respect to such Award and the Company shall, to the extent permitted or
required by law, have the right to deduct from any payment of any kind
otherwise due to the Director, federal, state and local taxes of any kind
required by law to be withheld at such time.


 


6.             References.  References
herein to rights and obligations of the Director shall apply, where
appropriate, to the Director’s legal representative or estate without regard to
whether specific reference to such legal representative or estate is contained
in a particular provision of this Agreement.


 


7.             Notices.  Any
notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been given when delivered personally or by
courier, or sent by certified or registered mail, postage prepaid, return
receipt 


 


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requested, duly addressed to the party
concerned at the address indicated below or to such changed address as such
party may subsequently by similar process give notice of:


 


If to the Company:


 


Arch
Capital Group Ltd.


Wessex
House


45
Reid Street

Hamilton HM 12, Bermuda 

Attn.:  Secretary


 


If to the Director:


 


To
the last address delivered to the Company by the 


Director
in the manner set forth herein.


 


8.             Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without giving effect to principles of conflict of laws.


 


9.             Entire Agreement.  This Agreement and the Plan constitute the
entire agreement among the parties relating to the subject matter hereof, and
any previous agreement or understanding among the parties with respect thereto
is superseded by this Agreement and the Plan.


 


10.           Counterparts.  This
Agreement may be executed in two counterparts, each of which shall constitute
one and the same instrument.


 


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IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.


 


	
   

  	
  ARCH
  CAPITAL GROUP LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dawna Ferguson

  
	
   

  	
  Dawna Ferguson

  
	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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