Exhibit 10.1
Execution Version
ASPEN INSURANCE HOLDINGS
LIMITED
PERFORMANCE SHARE AWARD
AGREEMENT
THIS AGREEMENT (the
“Agreement”), is made effective as of the 1st day
of May, 2009 (hereinafter called the “Date of Grant”),
between Aspen Insurance Holdings Limited, a Bermuda corporation
(hereinafter called the “Company”),
and
(hereinafter called the “Participant”):
R E C I T A L S
:
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:
1. 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”).
2. 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.
(a) 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.
(b) 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”).
(c) 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”).
(d) For purposes of
this Agreement, “2011 ROE” shall be equal to the
Company’s actual ROE for the fiscal year ended
December 31, 2011 (the “2011 Fiscal
Year”).
(e) 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 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 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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Percentage of Eligible
Shares
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0%
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10%
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100%
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200%
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Interim percentages to be
pro-rated.
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Notwithstanding the
foregoing, if the Company’s actual ROE for the 2009 Fiscal
Year is (i) less than 7%, then none of the Performance Shares
subject to the 2009 ROE Award shall be Eligible Shares,
(ii) greater than 12% and the average ROE over the 2009 Fiscal
Year and the immediately preceding fiscal year is less than 7%,
then the Percentage of Eligible Shares shall be 100%; or
(iii) greater than 12% and the average ROE over the 2009
Fiscal Year and the immediately preceding fiscal year is 7% or
greater, then the Percentage of Eligible Shares shall be in
accordance with the table above.
(f) 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 “2010 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
2010 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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Percentage of Eligible
Shares
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|
|
|
|
|
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0%
|
|
|
|
10%
|
|
|
|
100%
|
|
|
|
200%
|
Interim percentages to be
pro-rated.
|
Notwithstanding the
foregoing, if the Company’s actual ROE for the 2010 Fiscal
Year is (i) less than 7%, then none of the Performance Shares
subject to the 2010 ROE Award shall be Eligible Shares,
(ii) greater than 12% and the average ROE over the 2010 Fiscal
Year and the 2009 Fiscal Year is less than 7%, then the Percentage
of Eligible Shares shall be 100%; or (iii) greater than 12%
and the average ROE over the 2010 Fiscal Year and the 2009 Fiscal
Year is 7% or greater, then the Percentage of Eligible Shares shall
be in accordance with the table above.
(g) Subject to the
Participant’s continued Employment with the Company (which
Employment shall not include the performance of services under a
notice
