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In a Form 8-K filed on May 15, 2018, Arch Capital Group Ltd. (“ACGL”) reported that, effective May 25, 2018, Francois Morin was promoted to the position of Chief Financial Officer and Treasurer of ACGL. This Report on Form 8-K/A is being filed solely to provide certain
information called for by Item 5.02(c)(3).
ITEM 5.02(c) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with his promotion, on July 24, 2018, ACGL entered into an employment agreement with Mr. Morin under which he will serve as Executive Vice President, Chief Financial Officer and Treasurer of ACGL. The employment agreement provides for an annual base salary of $600,000, which is subject to review annually for increase at the discretion of the Board. Mr. Morin is also eligible to participate in an annual bonus plan on terms set by the Board. The target rate for his annual cash bonus
is 125% of his annual base salary. Mr. Morin is eligible to participate in ACGL’s share-based award plans at the discretion of the Board. Mr. Morin is also entitled to participate in employee benefit programs and other fringe benefits customarily provided to similarly situated senior executives residing in Bermuda. On July 24, 2018, ACGL also granted Mr. Morin 16,993 performance shares, 6,179 restricted shares and options to purchase 27,534 shares, subject to the terms of their respective award agreements. The performance shares will vest based on ACGL performance in relation to the performance goals over a three year performance period, as set forth in the applicable award agreement, and the restricted shares and stock options will vest in three equal annual installments commencing on the first anniversary of the date of grant. The employment agreement also includes garden leave and severance provisions that apply upon
termination of his employment, as set forth in the employment agreement. Mr. Morin has agreed to noncompetition, nonsolicitation and confidentiality agreements as set forth in his employment agreement.
A copy of the employment agreement is attached hereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
