Exhibit 10.3
ARCH CAPITAL GROUP LTD.
SHARE PURCHASE AGREEMENT
THIS AGREEMENT, dated November 6, 2002, between Arch Capital Group
Ltd. (the "COMPANY"), a Bermuda company, and Xxxxxx Xxxxxxxx (the "EXECUTIVE");
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties agree as follows:
1. On one or more Closing Dates (as defined below), the Executive
agrees to sell, transfer and deliver to the Company, and the
Company agrees to purchase from the Executive, the Shares (as
defined below) for a purchase price equal to the outstanding
principal balance under the promissory note, dated April 10,
2002, from the Executive to Arch Capital Group (U.S.) Inc. (the
"PURCHASE PRICE").
For purposes hereof, (a) "SHARES" means an aggregate number of
common shares, par value $0.01 per share (the "COMMON SHARES"),
of the Company equal to the sum of the portion of the Purchase
Price paid on each Closing Date divided by the higher of the
average of the high and low sale prices of the Common Shares as
reported on the Nasdaq National Market on (i) such Closing Date
or (ii) the trading date immediately preceding such Closing
Date, and (b) "CLOSING DATE" means one or more dates agreed upon
by the parties, but in no event later than November 12, 2002.
2. This agreement shall be governed by and construed in accordance
with the laws of Bermuda, 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.
IN WITNESS WHEREOF, the undersigned have executed this agreement on
the date first above written.
ARCH CAPITAL GROUP LTD.
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and Chief
Financial Officer
/s/ XXXXXX XXXXXXXX
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Xxxxxx Xxxxxxxx
