EX-10.16






Exhibit 10.16




ASPEN INSURANCE HOLDINGS LIMITED

2003 SHARE INCENTIVE PLAN




AMENDMENT TO THE

RESTRICTED SHARE UNIT AWARD AGREEMENT


THIS AMENDMENT (the “Amendment”) to the Restricted Share Unit Award Agreement (the “Agreement”), is
made effective as of the 27th day of October, 2009, between Aspen Insurance Holdings
Limited, a Bermuda corporation (the “Company”), and Richard Houghton (the “Participant”).




RECITALS:



WHEREAS, the Company has adopted the Aspen Insurance Holdings Limited 2003 Share Incentive Plan, as
amended from time to time (the “Plan”), which Plan is incorporated herein by reference and made a
part of this Amendment. Capitalized terms not otherwise defined herein shall have the same
meanings as in the Plan or the Agreement; and



WHEREAS, the Committee has determined to amend the Agreement to provide for earlier vesting of
certain of the Participant’s Restricted Share Units.



NOW THEREFORE, the Agreement is amended as follows:





	1.	 	The tranche of Restricted Share Units that was scheduled to vest on May 1, 2010 (the
“Original Vesting Date”) pursuant to Section 4(a) of the Agreement (the “2010 Tranche”) shall
vest in full on March 31, 2010 (the “New Vesting Date”).
	 
	2.	 	If the Participant’s Employment with the Company or one of its Affiliates is
terminated prior to the Original Vesting Date (i) by the Company or an Affiliate for Cause or
(ii) by the Participant other than with Good Reason or due to the Participant’s death or
Disability, and if payment for the value of the 2010 Tranche is made to the Participant
pursuant to Section 6 of the Agreement prior the date of such termination of Employment, the
Participant shall pay to the Company an amount in cash equal to the sum of (x) the Fair Market
Value of the Restricted Stock Units of the 2010 Tranche determined as of the New Vesting Date
and (y) the Fair Market Value of any Dividend Equivalents paid with respect to the 2010
Tranche determined as of the New Vesting Date, with such amount payable within five (5)
business days following the date of such termination of Employment.
	 
	3.	 	If the Participant’s Employment with the Company or one of its Affiliates is
terminated prior to the Original Vesting Date (i) by the Company or an Affiliate for Cause or
(ii) by the Participant other than with Good Reason or due to the Participant’s death or
Disability, and if payment for the value of the 2010 Tranche has not yet been made to the
Participant pursuant to Section 6 of the Agreement before the date of such termination of
Employment, the Participant shall forfeit the 2010 Tranche for no consideration.




Except as expressly amended herein, the provisions of the Agreement shall remain in full force and
effect.



This Amendment may be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.







 









 







IN WITNESS WHEREOF, the parties hereto have executed this Amendment.




	 	 	 	 	 
	 	ASPEN INSURANCE HOLDINGS LIMITED

 	 
	 	/s/ Chris Woodman
 	 
	 	Name:  	Chris Woodman 	 
	 	Title:  	Group Head of Human Resources 	 
	 



AGREED AND ACKNOWLEDGED AS

OF THE DATE FIRST ABOVE WRITTEN:




	 	 	 	 	 
	 	 	 
	/s/ Richard Houghton
 	 	 
	Name:  	Richard Houghton 	 	 
	Title:  	Chief Financial Officer