First Amendment to Arch Capital Group Ltd. 2002 Long Term Incentive and Share Award Plan
This amendment updates the Arch Capital Group Ltd. 2002 Long Term Incentive and Share Award Plan, effective September 17, 2003. It changes the rules for granting stock options to directors, ending automatic annual and initial option grants after this date. It also allows directors to choose to receive their annual retainer fees in company shares instead of cash, provided they make this election in writing at least ten days before payment. The amendment clarifies the terms and timing for these director awards and elections.
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Exhibit 10.4
FIRST AMENDMENT TO ARCH CAPITAL GROUP LTD.
2002 LONG TERM INCENTIVE AND SHARE AWARD PLAN
The Arch Capital Group Ltd. 2002 Long Term Incentive and Share Award Plan is amended as follows, effective September 17, 2003.
- 1.
- Sections 7(a) of the Plan is amended and restated to read as follows:
- 2.
- Section 7(b) of the Plan is amended and restated to read as follows:
"Annual Grant. On January 1 of each year, each Director in office on such date shall automatically be granted a NQSO to purchase 1500 Shares with an exercise price per Share equal to 100% of the Market Value of one Share on the date of grant; provided, however, that such price shall be at least equal to the par value of a Share. Each Option granted to a Director under this paragraph (a) shall become fully exercisable on the first anniversary of the date the Option is granted, and shall expire (unless terminated earlier under paragraph (d) below) on the tenth anniversary of the date of grant. Notwithstanding the foregoing, effective September 17, 2003, no additional Director Options shall be issued under this Section 7(a)."
- 3.
- The first sentence of Section 8 of the Plan is amended and restated to read as follows:
"Initial Grants. Each Director will automatically be granted a NQSO on the date he or she is first elected to the Board to purchase 300 Shares with an exercise price per Share equal to 100% of the Market Value of one Share on the date of grant; provided, however, that such price shall be at least equal to the par value of a Share. Each Option granted to a Director under this paragraph (b) shall become exercisable in three equal installments, commencing on the date of grant and annually thereafter. Each Option granted under this paragraph (b) shall expire (unless terminated earlier under paragraph (d) below) on the tenth anniversary of the date of grant. Notwithstanding the foregoing, effective September 17, 2003, no additional Director Options shall be issued under this Section 7(b)."
"Director's Shares. Each Director may make an election in writing to receive the Director's annual retainer fees payable annually in the form of Shares instead of cash at least ten (10) days prior to the payment of such annual retainer fee."
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- Exhibit 10.4
