Exhibit 10.25


 


MONTPELIER RE HOLDINGS LTD.


 


LONG-TERM INCENTIVE PLAN


 


RESTRICTED SHARE UNIT

AWARD AGREEMENT


 


This Award Agreement (the “Award Agreement”) is made
and entered into as of [DATE]
between Montpelier Re Holdings Ltd. (the “Company”) and [EMPLOYEE’S FULL NAME] 
(the “Participant”).


 


The Company hereby grants to the Participant an
incentive award (the “Award”) on the terms and conditions as set forth in this
Award Agreement and in the Montpelier Long-Term Incentive Plan (the “Plan”), as
the same may be amended from time to time.


 


In accordance with this grant, and as a condition
thereto, the Company and the Participant agree as follows:


 


SECTION 1.  Restricted Share Units; Vesting Period


 


	
  Award:

  	
   

  	
  [xxxxx] Restricted Share Units

  (“RSUs”)

  
	
   

  	
   

  	
   

  
	
  Vesting
  Period:

  	
   

  	
  [DATE] through and ending on

  [DATE]

  



 


SECTION 2. 
Nature of Award.  RSUs represent the opportunity to receive
shares of Company common shares, $0.001666 par value per share (“Shares”), as
are earned in accordance with Section 3 of this Award Agreement.


 


SECTION 3. Vesting.  Subject to the Participant
remaining employed at the applicable Vesting Date, as hereinafter defined, the
RSUs shall vest over the vesting period described in Section 1 above (the “Vesting
Period”) in [            ]
equal tranches at midnight on [                        ]
respectively (each a “Vesting Date”). 
Shares shall be issued by the Company to the Participant in satisfaction
of the Award as soon as reasonably practicable following each Vesting Date, but
in no event later than the last day of the calendar quarter in which such
awards vest.


 


SECTION 4.  Termination of Employment


 


If
the Participant’s employment with the Company or one of its subsidiaries is
terminated at any time during the Vesting Period, all RSUs unvested at the date
of termination shall be forfeited.


 


(a)        For purposes of the Plan and the Award
Agreement, a transfer of employment from the Company to any subsidiary of the
Company or vice versa, or from one subsidiary to another, shall not be
considered a termination of employment.


 


SECTION 5. Change in Control. Notwithstanding
the provisions of Section 4 above, if within twenty-four (24) months
following a Change in Control, the employment 


 


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of the Participant with the Company or one of its
subsidiaries is terminated during the Vesting Period:


 


(a)        (i) by the Company or subsidiary without
Cause, (ii) on account of death or disability (as determined in accordance
with Section 8 of the Plan), or (iii) by the Participant on account
of a Constructive Termination or retirement at age sixty (60) or later, then
upon such termination the RSUs shall be deemed to have vested in full and
Shares with respect to such vested RSUs shall be issued to the Participant by
the Company as soon as reasonably practicable after such termination;


 


(b)        by the Participant other than on account of a
Constructive Termination or retirement at age sixty (60) or later, then all
RSUs unvested at the date of termination shall be forfeited; or


 


(c)        by the Company or subsidiary for Cause, then
all RSUs whether vested or unvested at the date of termination shall be
forfeited.


 


SECTION 6. 
Tax Withholding.  Pursuant to Section 17(c) of the
Plan, the Committee shall have the power and the right to deduct or withhold,
or require the Participant to remit to the Company, an amount sufficient to
satisfy any federal, state, local or other taxes required by applicable law to
be withheld with respect to payment of the Award.  The Committee may condition the payment
hereunder upon the Participant’s satisfaction of such withholding obligations.


 


SECTION 7. 
Rights As A Shareholder.  The Participant shall have no rights as
shareholder with respect to any Shares underlying the Award until and unless
the Participant’s name is entered in the Company’s Register of Members as the
holder of such shares and a Share certificate is issued to the Participant upon
payment with respect to the Award.


 


SECTION 8.  Dividend Equivalents. 
To the extent dividends are paid on Shares with respect to the Vesting
Period, the Participant shall be entitled to receive within ninety (90) days
following the respective payment dates of such dividends (subject to the
Participant’s continued employment with the Company or one of its subsidiaries
at the relevant payment date), a cash payment equivalent to the cash dividends
paid on the number of Shares underlying the unvested RSUs awarded pursuant to Section 2
above on such payment date.  Any payments
made pursuant to this Section 8 shall be in the form of ordinary
compensation.


 


SECTION 9. 
Transferability.  Pursuant to Section 14 of the Plan, the
Participant may designate a beneficiary or beneficiaries to receive any payment
to which he or she may be entitled in respect of Awards under the Plan in the
event of his or her death on a form to be provided by the Committee.  Except as provided herein, the Participant
may not sell, transfer, pledge, assign or otherwise alienate or hypothecate the
RSUs, other than by his or her last Will and Testament or by the laws of
descent and distribution.


 


SECTION 10. 
Ratification of Actions.  By accepting the Award or other benefit under
the Plan, the Participant and each person claiming under or through him or her
shall be conclusively deemed to have indicated the Participant’s acceptance and
ratification of, and consent to, any action taken under the Plan or the Award
by the Company, the Board or the Committee. 
All decisions or interpretations of the Company, 


 


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the Board and the Committee upon any questions
arising under the Plan and/or this Award Agreement shall be binding, conclusive
and final on all parties.  In the event
of any conflict between any provision of the Plan and this Award Agreement, the
terms and provisions of the Plan shall control.


 


SECTION 11. 
Notices.  Any notice hereunder to the Company shall be
addressed to its office, Montpelier House, 94 Pitts Bay Road, Hamilton HM08,
Bermuda; Attention: Corporate Secretary, and any notice hereunder to the
Participant shall be addressed to him or her at the last address on record with
the company, subject to the right of either party to designate at any time
hereafter in writing some other address.


 


SECTION 12. 
Definitions.  Capitalized terms not otherwise defined
herein shall have the meanings given them in the Plan.


 


SECTION 13. 
Governing Law and Severability.  This Award Agreement will be governed by and
construed in accordance with the laws of Bermuda, without regard to conflicts
of law provisions.  In the event any
provision of the Award Agreement shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of
the Award Agreement, and the Award Agreement shall be construed and enforced as
if the illegal or invalid provision had not been included.


 


SECTION 14. 
No Rights to Continued Employment. 
This Award Agreement
is not a contract of employment.  Nothing
in the Plan or in this Award Agreement shall interfere with or limit in any way
the right of the Company or any subsidiary to terminate the Participant’s
employment at any time, for any reason or no reason, or confer upon the
Participant the right to continue in the employ of the Company or a subsidiary.


 


SECTION 15. 
Counterparts. This
Award Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.


 


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IN WITNESS WHEREOF, the undersigned have caused this
Award Agreement to be duly executed as of the date first written above.


 


 


	
   

  	
  MONTPELIER
  RE HOLDINGS LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [NAME]

  
	
   

  	
   

  	
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [EMPLOYEE’S FULL NAME]

  
	
   

  	
   

  



 


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