Exhibit 10.13
AMENDMENT TO CHANGE IN CONTROL
AGREEMENT
Amendment (“ Amendment
”), dated December 31, 2008, to the Change in Control
Agreement, dated as of May 5, 2000 (as assumed by the Company
on November 6, 2000, the “ Agreement ”),
between Arch Capital Group Ltd., a Bermuda corporation (the “
Company ”), and Louis T. Petrillo (the “
Executive ”). Capitalized terms used without
definition herein have the meanings given to them in the
Agreement.
NOW, THEREFORE, in consideration of
the premises and mutual covenants contained herein, the parties
have agreed to amend the Agreement as follows:
1.
Section 6(iv) shall be
hereby amended and restated as follows:
“(iv) Constructive
Termination . Termination of employment by the Executive
due to “Constructive Termination” shall mean the
termination by the Executive subsequent to any of the following,
without the Executive’s written consent and subject to the
timely notice requirement and the Company’s opportunity to
cure set forth in this Section 6 (iv): (A) the material
diminution of the authority, duties or responsibilities of the
Executive; provided, however , that Constructive Termination
shall not be deemed to occur upon a change in authority, duties or
responsibilities that is solely and directly a result of the
Company no longer being a publicly traded entity, and does not
involve any other event set forth in this definition; (B) a
material reduction in the Executive’s base salary; or
(C) a material change in the geographic location at which the
Executive must perform services.
It shall be a condition precedent to
the Executive’s right to terminate employment for
Constructive Termination that (i) the Executive shall first
have given the Company written notice that an event or condition
constituting Constructive Termination has occurred within ninety
(90) days after such occurrence, and any failure to give such
written notice within such period will result in a waiver by the
Executive of his right to terminate for Constructive Termination as
a result of such event or condition, and (ii) a period of
thirty (30) days from and after the giving of such written notice
shall have elapsed without the Company having effectively cured or
remedied such occurrence during such 30-day period, unless such
occurrence cannot be cured or remedied within thirty (30) days, in
which case the period for remedy or cure shall be extended for a
reasonable time (not to exceed an additional fifteen (15) days)
provided that the Company has made and continues to make a diligent
effort to effect such remedy or cure. Notwithstanding any
provision hereof to the contrary, in order for the Executive to
terminate employment for Constructive Termination, such termination
of employment must occur no later than sixty (60) days after the
date the Executive gives written notice in accordance with this
Section 6(iv) to the Company of the occurrence of the
event or condition that constitutes Constructive Termination.
A termination of employment
