Exhibit 10.6
ARCH CAPITAL GROUP LTD.
Restricted Share Agreement
THIS AGREEMENT, dated as of September 22, 2004, between Arch Capital Group Ltd.
(the "Company"), a Bermuda company, and _______ (the "Employee").
WHEREAS, the Employee has been granted the following award in connection with
his or her retention as an employee and as compensation for services to be
rendered; and the following terms reflect the Company's 2002 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, COMMENCING ON THE DATE HEREOF
AND THEREAFTER ON THE FIRST AND SECOND ANNIVERSARIES THEREOF.
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.
IN THE EVENT THE EMPLOYEE CEASES TO BE AN EMPLOYEE OF THE
COMPANY PRIOR TO THE DATE THE RESTRICTED SHARES OTHERWISE BECOME VESTED (I) DUE
TO HIS OR HER DEATH OR PERMANENT DISABILITY (AS DEFINED IN THE COMPANY'S
INCENTIVE COMPENSATION PLAN) OR (II) DUE TO TERMINATION (A) BY THE COMPANY NOT
FOR CAUSE (AS DEFINED IN THE COMPANY'S INCENTIVE COMPENSATION PLAN) OR (B) BY
THE EMPLOYEE FOR GOOD REASON (AS DEFINED IN THE EMPLOYMENT AGREEMENT, DATED AS
OF _________, BETWEEN THE EMPLOYEE AND __________), THE RESTRICTED SHARES SHALL
BECOME IMMEDIATELY VESTED IN FULL UPON SUCH TERMINATION OF EMPLOYMENT.
IN THE
EVENT OF TERMINATION OF EMPLOYMENT (OTHER THAN BY THE COMPANY FOR CAUSE) AFTER
THE ATTAINMENT OF RETIREMENT AGE (AS DEFINED IN THE COMPANY'S INCENTIVE
COMPENSATION PLAN), 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.
IF