EXHIBIT 10.2.3
ARCH CAPITAL GROUP LTD.
AMENDMENT TO STOCK OPTION AGREEMENTS
WHEREAS, Arch Capital Group Ltd. (the "Company"), a Delaware
corporation, has granted to Xxxxxx Xxxxxxxx (the "Option Holder") the options to
purchase common stock, $0.01 par value per share, of the Company set forth on
SCHEDULE I hereto (the "Options") under the Company's 1995 and/or 1999 Long Term
Incentive and Share Award Plans;
NOW, THEREFORE, the parties have agreed to amend the Options as follows:
The definition of "Change in Control" included in Paragraph (f) of each
Option shall be amended and restated in its entirety as follows:
"Change in Control" means any of the following occurring after
the date hereof:
a. any person (within the meaning of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")), other than a Permitted
Person or an Initial Investor, is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of Voting Securities representing 35% or more of the
total voting power of all the then outstanding Voting Securities; or
b. any Initial Investor is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of Voting Securities representing 50% or more of the
total voting power of all the then outstanding Voting Securities; or
c. the individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Board") together with those
who become directors subsequent to such date and whose
recommendation, election or nomination for election to the Board was
approved by a vote of at least a majority of the directors then
still in office who either were directors as of such date or whose
recommendation, election or nomination for election was previously
so approved, cease for any reason to constitute a majority of the
members of the Board; or
d. the consummation of a merger, consolidation, recapitalization,
liquidation, sale or disposition by the Company of all or
substantially all of the Company's assets, or reorganization of the
Company, other than any such transaction which would (x) result in
at least 60% of the total voting power represented by the voting
securities of the surviving entity or, in the case of an asset sale,
the successor entity, outstanding immediately after such transaction
being beneficially owned, directly or indirectly, by the
stockholders of the Company immediately preceding the transaction
and (y) not otherwise be deemed a Change in Control under
subparagraphs a, b, c or e of this paragraph (f); or
e. the Board adopts a resolution to the effect that, for purposes
hereof, a Change in Control has occurred;
PROVIDED, HOWEVER, that a Change in Control for purposes hereof
shall not be deemed to have occurred in connection with the
transactions described in the Asset Purchase Agreement, dated as of
January 10, 2000, among the Company, Risk Capital Reinsurance
Company, Folksamerica Holding Company, Inc. and Folksamerica
Reinsurance Company.
2. All other provisions of the Options shall remain in full force and
effect. This amendment shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to principles of conflict
of laws, and may be executed in two counterparts, each of which shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this agreement as of
March 22, 2000.
ARCH CAPITAL GROUP LTD.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President and Chief Executive
Officer
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
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SCHEDULE I
OPTIONS
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DATE OF GRANT NUMBER OF OPTION SHARES TYPE OF OPTION
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November 19, 1996 74,000 Non-Qualified
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November 18, 1997 54,100 Non-Qualified
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November 17, 1998 49,725 Non-Qualified
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January 1, 2000 1,500 Non-Qualified
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