Exhibit 10.10.17


 


ARCH CAPITAL GROUP LTD.

Restricted Share Agreement


 


THIS
AGREEMENT, dated as of May 6, 2009, between Arch Capital Group Ltd. (the “Company”),
a Bermuda company, and        (the “Employee”).


 


WHEREAS,
the Employee has been granted the following award under 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 Employee is hereby awarded        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 in three equal annual installments on the first, second and third
anniversaries of the date hereof.  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).


 


(b)           Termination
of Service; Forfeiture of Unvested Shares.


 


(i)      In the event the Employee ceases to be an employee 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 on the date hereof), the Restricted Shares shall become
immediately vested in full upon such termination of employment.


 


(ii)     In the event of termination of employment (other than by the
Company for Cause, as such term is defined in the Company’s Incentive
Compensation Plan on the date hereof) after the attainment of Retirement Age
(as defined in the Company’s Incentive Compensation Plan on the date hereof),
the Restricted Shares shall continue to vest on the schedule set forth in Section 2(a) above
so long as the Employee does not engage in any activity in competition with any
activity of the Company or any of its Subsidiaries other than serving


 

















 


on the board of directors
(or similar governing body) of another company or as a consultant for no more
than 26 weeks per calendar year (“Competitive Activity”).  In the event the Employee engages in a
Competitive Activity, any unvested Restricted Shares shall be forfeited by the
Employee and become the property of the Company.


 


(iii)    In the event the Employee ceases to be an employee of the Company
after a Change in Control (as defined below) due to termination (A) by the
Company not for Cause or (B) by the Employee for Good Reason (as defined
in the Employment Agreement, dated as of       ,
between the Employee and       ), in either case,
on or before the second anniversary of the occurrence of the Change in Control,
the Restricted Shares, to the extent not already vested, shall become
immediately vested in full upon such termination of employment.


 


(iv)    If the Employee ceases to be an Employee of the Company for any
other reason prior to the date the Restricted Shares become vested, the Award
shall be forfeited by the Employee and become the property of the Company;
provided that, in the event of a Redundancy (as defined below), the Committee,
in its sole discretion, may, in accordance with its authority under the Plan,
determine that the Restricted Shares, to the extent not vested, shall become
vested upon such termination of employment.


 


(v)     For purposes of this Agreement, service with any of the Company’s
Subsidiaries (as defined in the Plan) shall be considered to be service with
the Company.


 


(vi)    “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


 


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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.


 


(vii)        “Redundancy” shall mean
termination of employment by the Company due to its need to reduce the size of
its workforce, including due to closure of a business or a particular workplace
or change in business process.  Whether a termination of employment is due
to a “redundancy” shall be determined by the Committee in its sole and absolute
discretion, such determination being final and binding on all parties hereto
and all persons claiming through, in the name of or on behalf of such parties.


 


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(c)           Certificates.  Each
certificate issued in respect of Restricted Shares awarded hereunder shall be
deposited with the Company, or its designee, together with, if requested by the
Company, a stock power executed in blank by the Employee, 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 hereof and the satisfaction of any withholding tax
liability pursuant to Section 5 hereof, such vested Shares, not bearing
the Restrictive Legend, shall be delivered to the Employee.


 


(d)           Rights
of a Stockholder.  Prior to the time a Restricted Share is fully
vested hereunder, the Employee shall have no right to transfer, pledge, hypothecate
or otherwise encumber such Restricted Share. 
During such period, the Employee 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 Employment.  This Award
shall not confer upon the Employee any right with respect to continuance of
employment by the Company nor shall this Award interfere with the right of the
Company to terminate the Employee’s employment 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 Employee. 
The Company shall pay 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 Employee under Section 83(b) of the Code
with respect to) the Award granted hereunder, the Employee shall pay to the
Company or 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 Employee, 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 Employee shall apply, where
appropriate, to the Employee’s legal representative or estate without


 


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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 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, 4th Floor

45 Reid Street

Hamilton HM 12 Bermuda 

Attn.: Secretary


 


If to the Employee:


 


To the last address
delivered to the Company by the 

Employee in the manner set forth herein.


 


8.             Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws 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

  
	
   

  	
   

  	
  Name: Dawna Ferguson

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME]

  



 


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