ASPEN INSURANCE HOLDINGS
LIMITED
PERFORMANCE SHARE AWARD
AGREEMENT
THIS
AGREEMENT (the “Agreement”), is made effective as of
the 2 nd
day of May, 2008 (hereinafter called
the “Date of Grant”), between Aspen Insurance Holdings
Limited, a Bermuda corporation (hereinafter called the
“Company”), and
(hereinafter called the “Participant”):
WHEREAS,
the Company has adopted the Aspen Insurance Holdings 2003 Share
Incentive Plan, as amended from time to time (the
“Plan”), which Plan is incorporated herein by reference
and made a part of this Agreement. Capitalized terms not otherwise
defined herein shall have the same meanings as in the Plan;
and
WHEREAS,
the Committee has determined that it would be in the best interests
of the Company and its shareholders to grant the performance shares
provided for herein to the Participant pursuant to the Plan and the
terms set forth herein.
NOW
THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties agree as follows:
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1.
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Grant of Performance
Shares . The
Company hereby awards to the Participant
Shares, payment of which is dependent upon the performance of the
Company as described in Section 2 of this Agreement (the
“Performance Shares”).
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2.
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Vesting . The Performance Shares shall vest
and become payable only to the extent that the Return on Equity
(calculated as described in Section 2(a) below, the
“ROE”) and the service requirements described below are
achieved.
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(a)
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For
purposes of this Agreement, “ROE” shall be equal to net
income determined under United States Generally Accepted Accounting
Principles (“US GAAP”) after deduction of the cost of
all Awards granted under the Plan as a percentage of weighted
average shareholders’ equity, which shall be determined by
the Board based on the Company’s audited financials under US
GAAP.
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(b)
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For
purposes of this Agreement, “2008 ROE” shall be equal
to the Company’s actual ROE for the fiscal year ended
December 31, 2008 (the “2008 Fiscal
Year”).
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(c)
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For
purposes of this Agreement, “2009 ROE” shall be equal
to the Company’s actual ROE for the fiscal year ended
December 31, 2009 (the “2009 Fiscal
Year”).
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(d)
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For
purposes of this Agreement, “2010 ROE” shall be equal
to the Company’s actual ROE for the fiscal year ended
December 31, 2010 (the “2010 Fiscal
Year”).
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(e)
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Subject to the Participant’s
continued Employment with the Company (which Employment shall not
include the performance of services under a notice of termination
or resignation), a maximum of one-third (1/3) of the Performance
Shares awarded hereunder (the “2008 ROE Award”) shall
be eligible for vesting (“Eligible Shares”) upon the
later of (i) the date the Company’s outside auditors
complete the audit of the Company’s financial statements
containing the information necessary to compute the Company’s
ROE for the 2008 Fiscal Year or (ii) the date such ROE is
approved by the Board of Directors or an authorized committee
thereof, but only to the extent provided below:
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2008 ROE
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Percentage of Eligible
Shares
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< 10%
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0%
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10%
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10%
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15%
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100%
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³
25%
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200%
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Interim percentages to be
pro-rated.
Notwithstanding
the foregoing, if the Company’s actual ROE for the 2008
Fiscal Year is (i) less than 10%, then none of the Performance
Shares subject to the 2008 ROE Award shall be Eligible Shares,
(ii) greater than 15% and the average ROE over the 2008 Fiscal
Year and the immediately preceding fiscal year is less than 10%,
then the Percentage of Eligible Shares shall be 100%; or
(iii) greater than 15% and the average ROE over the 2008
Fiscal Year and the immediately preceding fiscal year is 10% or
greater, then the Percentage of Eligible Shares shall be in
accordance with the table above.
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(f)
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Subject to the Participant’s
continued Employment with the Company (which Employment shall not
include the performance of services under a notice of termination
or resignation), a maximum of one-third (1/3) of the Performance
Shares awarded hereunder (the “2009 ROE Award”) shall
become Eligible Shares upon the later of (i) the date the
Company’s outside auditors complete the audit of the
Company’s financial statements containing the information
necessary to compute the Company’s ROE for the 2009 Fiscal
Year or (ii) the date such ROE is approved by the Board of
Directors or an authorized committee thereof, but only to the
extent provided below:
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2009 ROE
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Percentage of Eligible
Shares
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< 10%
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0%
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10%
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10%
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15%
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100%
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³
25%
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200%
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Interim percentages to be
pro-rated.
Notwithstanding
the foregoing, if the Company’s actual ROE for the 2009
Fiscal Year is (i) less than 10%, then none of the Performance
Shares subject to the 2009 ROE Award shall be Eligible Shares,
(ii) greater than 15% and the average ROE over the 2009 Fiscal
Year and the 2008 Fiscal Year is less than 10%, then the Percentage
of Eligible Shares shall be 100%; or (iii) greater than 15%
and the average ROE over the 2009 Fiscal Year and the 2008 Fiscal
Year is 10% or greater, then the Percentage of Eligible Shares
shall be in accordance with the table above.
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(g)
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Subject to the Participant’s
continued Employment with the Company (which Employment shall not
include the performance of ser
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