Exhibit 10.16
AMENDMENT TO
EMPLOYMENT
AGREEMENT
AMENDMENT TO EMPLOYMENT AGREEMENT
(“Amendment”) dated December 31, 2008 between Arch
Capital Group Ltd., a Bermuda corporation (the
“Company”), and Constantine Iordanou (the
“Executive”).
WHEREAS, the Company and the
Executive are parties to an Employment Agreement dated
November 28, 2007 (the “Agreement”);
WHEREAS, the Company and the
Executive wish to amend the Agreement as set forth
herein;
NOW, THEREFORE, in consideration of
the mutual covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and the Executive hereby agree as
follows:
1.
The definition of “Good Reason” in Section 1.01 is
amended by adding the following at the end of the
paragraph:
“A termination of employment
by the Executive following an event or series of events described
in clause (ii) of the second sentence of this paragraph as a
result of which an Acquiror other than a Permitted Person becomes
the beneficial owner of more than 50% of the total voting power of
all outstanding securities of the Company (a “Change in
Control”) shall be considered a termination of employment for
Good Reason for purposes of this Agreement only if such termination
occurs within three months after the Change in Control (or follows
a diminution of duties or responsibilities or a material breach
described in the first sentence of this paragraph, as determined
without regard to clause (ii) of the second sentence of this
paragraph).”
2.
Section 4.03(d) is amended by adding the following at the
end thereof:
“and such cost shall be paid
not later than the last day of the calendar year following the
calendar year for which the annual tax return is
prepared.”
3.
Clause (ii) of the penultimate sentence of Section 5.02
is amended to read as follows:
“(ii) an amount per annum
equal to 40% of the annual Base Salary during the period beginning
on the date of the Executive’s Permanent Disability up to the
month in which the Executive reaches age 65, offset by any proceeds
scheduled to be received by the Executive or his legal
representative from any disability insurance coverages provided by
the Company or any of its affiliates, such amount to be paid to the
Executive in equal monthly installments beginning one month after
such termination of employment, provided, however , that all
installments otherwise
scheduled to be made after the first
anniversary of such termination shall instead be made on such first
anniversary.”
4.
The penultimate sentence of Section 5.03 is amended to read as
follows:
“Subject to Section 13.10
below, such amount will be paid in eighteen (18) equal
installments, the first nine (9) of which will be paid monthly
over nine (9) months commencing one month after the Date of
Termination and continuing monthly thereafter through the ninth
month following the month that includes the Date of Termination and
the last nine (9) of which will be paid in a lump sum on the
nine-month anniversary of the Date of Termination. (For
example: If the Date of Termination is June 30, 2009,
and the aggregate of the amounts described in the preceding
sentence is $3,600,000, $200,000 (one-eighteenth of $3,600,000)
shall be paid, subject to Section 13.10 below, in each of the
months of July through February, 2010, and $2,000,000 shall be
paid on March 30, 2010.)”
5.
Clause (a) of the second sentence of Section 9.01 is
amended to read as follows:
“pay the Executive an amount
equal to two times the sum of the Base Salary and the target annual
bonus set forth in Section 4.02, as prorated for the period
selected by the Company if a period of less than eighteen months is
identified in the above-referenced election, with such amount to be
paid, subject to Section 13.10 below, in eightee
