Exhibit 10.6
(Amendment to non-U.S. Version — amendments
applicable to U.S. persons outside the U.S.)
AMENDMENT TO THE
RESTRICTED SHARE UNIT AWARD AGREEMENT
THIS AMENDMENT (the “Amendment”) to the Restricted Share Unit Award Agreement (the “Agreement”), effective as of the ___day of ___, 200[ ], between Aspen Insurance Holdings Limited, a Bermuda corporation (the “Company”), and ___(the “Participant”), is made effective as of the ___day of ___, 2008:
WHEREAS, the Company has adopted the Aspen Insurance Holdings Limited 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 Amendment. 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 Participant to amend the Agreement to comply with Section 409A of the Code, and the rules and regulations promulgated thereunder.
NOW THEREFORE, the Agreement is amended as follows:
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| | 1. | | Section 6 is restated in its entirety as follows: |
“Payment. Except as otherwise elected by the Participant in accordance with the provisions of Section 7, payment for the value of the Participant’s Restricted Share Units shall be made to the Participant (or, in the event of the Participant’s death, the Participant’s beneficiary, or, in the event that no beneficiary shall have been designated, the Participant’s estate) as soon as practicable following the date on which such Restricted Share Units vest, but in no event later than March 15th of the calendar year following the end of the calendar year in which the Restricted Share Units vest. Restricted Share Units shall be paid in Shares, less any Shares withheld in accordance with the provisions of Section 9, with one (1) Share paid for each Unit.”
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| | 2. | | Wherever it appears in the Agreement, the definition of “Good Reason” shall be restated in its entirety as follows: |
“Good Reason” shall mean:
| | (i) | | a material diminution in the Participant’s base compensation; |
| | (ii) | | a material diminution in the Participant’s authority, duties, or responsibilities; |
| | (iii) | | a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant is required to report; |
| | (iv) | | a material diminution in the budget over which the Participant retains authority; |
| | (v) | | a material change in the geographic location at which the Participant must perform the services; or |
| | (vi) | | any other action or inaction that constitutes a material breach by the Company of the agreement under which the Participant provides services; |
provided that, the Participant provides the Company with notice within 90 days of the initial existence of a condition described in (i) through (vi) and, upon receiving such notice, the Company is provided with 30 days to remedy the condition.”
Except as expressly amended herein, the provisions of the Agreement shall remain in full force and effect.
This Amendment may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment.
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| | ASPEN INSURANCE HOLDINGS LIMITED
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| | By: | __________________________ | |
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| | AGREED AND ACKNOWLEDGED AS
OF THE EFFECTIVE DATE OF THE
AMENDMENT ABOVE WRITTEN:
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| | | __________________________ | |
| | | Participant | |
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