Exhibit 10.8
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 BY THE COMPANY NOT FOR CAUSE (AS DEFINED IN THE
COMPANY'S INCENTIVE COMPENSATION PLAN), 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 THE EMPLOYEE CEASES TO BE AN EMPLOYEE OF
THE COMPANY FOR ANY OTHER REASON PRIOR TO THE DATE THE RESTRICTED SHARES BECOME
VESTED, THE