Exhibit 10.9.8
ARCH CAPITAL GROUP LTD.
Restricted Share Agreement
THIS AGREEMENT, dated as of
, 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 BY THE COMPANY NOT FOR CAUSE ON OR BEFORE THE SECOND ANNIVERSARY OF
THE OCCURRENCE OF THE CHANGE IN CONTROL, THE RESTRICTED SHARES,