Exhibit 10.2
ARCH CAPITAL GROUP LTD.
Restricted Share Unit 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 SHARE UNITS.
PURSUANT TO THE PROVISIONS OF THE PLAN,
THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE, THE EMPLOYEE IS HEREBY
AWARDED
RESTRICTED SHARE UNITS (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 SHARE UNITS 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 AMOUNTS RECEIVABLE
IN CONNECTION WITH ANY ADJUSTMENTS TO THE SHARES UNDER SECTION 4(C) OF THE PLAN
OR SECTION 2(E) BELOW SHALL BE SUBJECT TO THE VESTING SCHEDULE IN THIS
SECTION 2(A).
(B)
TERMINATION OF SERVICE; FORFEITURE OF UNVESTED SHARE UNITS.
(I)
IN THE EVENT THE EMPLOYEE CEASES TO BE AN EMPLOYEE OF THE COMPANY
PRIOR TO THE DATE THE RESTRICTED SHARE UNITS 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 SHARE UNITS 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 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 SHARE UNITS
SHALL CONTINUE TO VEST ON THE SCHEDULE SET FORTH IN PARAGRAPH 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 SHARE UNITS
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