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Exhibit
10.3
FIRST AMENDMENT TO SHAREHOLDER’S
AGREEMENT
This first amendment to the Shareholder’s Agreement (as
defined below) (this ‘‘ Amendment
’’) is entered into as of May 4, 2007,
between Aspen Insurance Holdings Limited, a Bermuda corporation
(the ‘‘ Company ’’), and the
undersigned person (‘‘ Shareholder
’’) (the Company and Shareholder being hereinafter
collectively referred to as the ‘‘ Parties
’’). All capitalized terms not defined herein shall
have the meaning set out in the Shareholder’s Agreement.
WHEREAS, in order to ensure management’s and
employees’ commitment to the growth and stability of the
Company following the Company’s initial public offering, and
to limit employees’ power to liquidate their Shares prior to
the non-employee founding shareholders’ exit strategy, the
Parties entered into a Shareholder’s Agreement as of
August 20, 2003 (the ‘‘
Shareholder’s Agreement ’’);
WHEREAS, the Parties have determined that it is not practical or
possible for Shareholder to liquidate his or her Shares as
permitted under the Registration Rights Agreement as anticipated at
the time of the Company’s initial public offering,
particularly as part of underwritten block trades;
WHEREAS, the Company is now in its fifth year of operation, most
of the non-employee founding shareholders have sold some or all of
their shares, and the original purpose for the restrictions set out
in the Shareholder’s Agreement is now less of a concern;
and
WHEREAS, the Board of Directors of the Company has given its
approval of this Amendment at a properly constituted meeting on
May 2, 2007 and, accordingly, the Parties hereby agree to
amend certain provisions of the Shareholder’s Agreement as
set out in this Amendment, in accordance with Section 17 of the
Shareholder’s Agreement.
NOW THEREFORE, to implement the foregoing and in consideration
of the mutual agreements contained herein, the Parties agree as
follows:
1. Amendment . With immediate
effect, the Shareholder’s Agreement shall be amended in the
manner set out in this Section 1 and shall take effect, be read and
construed for all purposes as so amended.
Section 3(a) shall be amended by striking ‘‘the
fifth anniversary of the date of this Agreement’’ and
replacing it with ‘‘May 4, 2007’’ to read
as follows:
Shareholder agrees that he will not transfer any of the Shares
at any time prior to the earlier of (x) May 4, 2007 and
(y) the death or Permanent Disability of Shareholder (the
‘‘ Lapse Date ’’); provided,
however, that Shareholder may transfer the Shares prior to the
Lapse Date pursuant to one of the following exceptions: (i) a
transfer permitted by clauses (x)(other than in respect of this
Section 3), (y) or (z) of Section 2(c); (ii) a sale of Shares
pursuant to, but subject to the terms and conditions of, S
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