Exhibit 10.1


 


Restricted Stock Unit
Agreement for

Outside Directors under

Assured Guaranty Ltd.
2004 Long-Term Incentive Plan


 


THIS AGREEMENT, entered into as of the Grant Date (as defined in
paragraph 1), by and between the Director and Assured Guaranty Ltd.
(the “Company”):


 


WITNESSETH THAT:


 


WHEREAS, the Company maintains the Assured Guaranty Ltd. 2004
Long-Term Incentive Plan (the “Plan”), and the Director has been
selected by the committee administering the Plan (the “Committee”) to receive a
Restricted Stock Unit Award under the Plan; and


 


NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Director, as follows:


 


1.  Terms of Award. 
The following words and phrases used in this
Agreement shall have the meanings set forth in this paragraph 1:


 


(a)           The “Director”
is                                          .


 


(b)           The “Grant
Date” is                                          .


 


Other words and phrases used in this
Agreement are defined pursuant to paragraph 14 or elsewhere in this
Agreement.


 


2.  Restricted Stock Unit Award.  This Agreement specifies the terms of the “Restricted
Stock Unit Award” granted to the Director. 
Subject to the terms of this Agreement and the Plan, the Director is
hereby granted the right to receive  [insert
total number of shares covered by award] shares (“Restricted
Stock Units”) at the “Delivery Date,” which shall be [the
six month anniversary](1) of the date the Director ceases to be
a director of the Company. 
Notwithstanding the foregoing, if the Director ceases to be a director
of the Company by reason of his death, and the Restricted Period with respect
to the Restricted Stock Units has ended under the terms of paragraph 3, then
the Delivery Date for the shares shall be the date immediately following the
date on which the Director ceases to be a director.


 


3.  Restricted Period.  Subject to the limitations of this
Agreement, the “Restricted Period” for the Restricted Stock Units
shall begin on the Grant Date and end on the day immediately prior to the next
annual shareholders meeting during which elections for directors are held
following the Grant Date.  The Restricted
Period shall end prior to the date specified above to the extent set forth
below:


 






(1)           The 2008 schedule of
awards indicates that the Delivery Date for each Director’s RSUs is six months
after the Director leaves the Board, except for Patrick Kenney, whose Deliver
Date is one year after leaving the Board. 
Accordingly, for all awards except Mr. Kenney’s, the language above
should be retained (and the brackets should be removed).  However, the bracketed language in Mr. Kenney’s
award should be replaced with “the one year anniversary”.


 

















 


(a)           The
Restricted Period shall end on the date the Director ceases to be a director of
the Company (and is not otherwise employed by the Company or its Subsidiaries),
if the Director ceases to be a director of the Company by reason of his
Disability or death.  The Director shall
be considered to have a “Disability” if the Nominating and Governance Committee
of the Board of Directors determines that he is unable to serve as a Director
as a result of a medically determinable physical or mental impairment.


 


(b)           The
Restricted Period shall end upon a Change in Control (as defined in the Plan),
provided that such Change in Control occurs on or before the date the
Director ceases to be a director of the Company.


 


4.  Transfer and Forfeiture of Shares.  If the Restricted Period with respect to the
Restricted Stock Units ends on or before the date the Director ceases to be a
director of the Company, then at the end of such Restricted Period, the
Restricted Stock Units shall be fully vested. 
As of the Delivery Date, the Participant shall receive one
share of Stock for each Restricted Stock Unit in which the Participant is then
vested, subject to the terms of this Agreement and the Plan.  If the Restricted Period with respect to the
Restricted Stock Units does not end on or before the date the Director ceases to be
a director of the Company, then as of the date the Director ceases to be a
director of the Company, the Director shall forfeit all Restricted Stock Units.


 


5.  Transferability. 
Restricted Stock Units may not be sold, assigned, transferred, pledged
or otherwise encumbered prior to the Delivery Date.  However, if the Director is indebted to the
Company or a Subsidiary at the time otherwise scheduled for distribution of the
Director’s stock under this Agreement then, at that time, the shares otherwise
deliverable shall be reduced by the number of shares then having a value equal
to the amount of such indebtedness.


 


6.  Dividends. 
The Director will be credited with additional Restricted Stock
Units to reflect dividends payable with respect to shares during the period
between the Grant Date and the Delivery Date, with the increase in the number
of Restricted Stock Units equal to the number of shares which could be
purchased with the dividends (assuming each Restricted Stock Unit was a share),
based on the value of such share at the time such dividends are paid.  The Restricted Stock
Units credited on account of the preceding sentence (other than extraordinary
dividends, as determined by the Committee) shall be fully vested at the time of
crediting to the Director, and distribution shall be made with respect to such Restricted
Stock Units on the Delivery Date. 
Extraordinary dividends shall be vested in accordance with the same
schedule as the Restricted Stock Units to which such extraordinary dividends
are attributable.  No dividends shall be
credited to or for the benefit of the Director for Restricted Stock Units with
respect to record dates occurring prior to the Grant Date, or with respect to
record dates occurring on or after the date, if any, on which the Director has
forfeited those Restricted Stock Units.


 


7.  Director’s
Rights to Shares.  Prior to the
Delivery Date, (a) the Director shall not be treated as owner of the
shares, shall not have any rights as a shareholder as to those shares, and
shall have only a contractual right to receive them, unsecured by any assets of
the Company or its subsidiaries; (b) the Director shall be not permitted
to vote the Restricted Stock Units; and (c) the Director’s right to
receive such shares will be subject to the adjustment provisions relating to
mergers, reorganizations, and similar events set forth in the Plan.


 


2

















 


8.  Heirs and Successors.  This Agreement shall be binding upon, and
inure to the benefit of, the Company and its successors and assigns, and upon
any person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company’s assets and business.  If any benefits deliverable to the Director
under this Agreement have not been delivered at the time of the
Director’s death, such benefits shall be delivered to the Designated
Beneficiary, in accordance with the provisions of this Agreement
and the Plan.  The “Designated
Beneficiary” shall be the beneficiary or beneficiaries designated by the
Director in a writing filed with the Committee in such form and at such time as
the Committee shall require.  If a
deceased Director fails to designate a beneficiary, or if the Designated
Beneficiary does not survive the Director, any rights that would have been
exercisable by the Director and any benefits distributable to the Director
shall be distributed to the legal representative of the estate of the
Director.  If a deceased Director
designates a beneficiary and the Designated Beneficiary survives the Director
but dies before the complete distribution of benefits to the Designated
Beneficiary under this Agreement, then any benefits
distributable to the Designated Beneficiary shall be distributed to the legal
representative of the estate of the Designated Beneficiary.


 


9.  Administration. 
The authority to manage and control the operation and administration of this
Agreement shall be vested in the Committee, and the Committee
shall have all powers with respect to this Agreement
as it has with respect to the Plan.  Any
interpretation of this Agreement by the Committee and any decision made by it
with respect to this Agreement is final and binding on all persons.


 


10.  Plan Governs. 
Notwithstanding anything in this Agreement
to the contrary, this Agreement shall be subject to the terms of the Plan, a
copy of which may be obtained by the Director from the office of the Secretary
of the Company; and this Agreement is subject to all
interpretations, amendments, rules and regulations promulgated by the
Committee from time to time pursuant to the Plan.


 


11.  Notices. 
Any written notices provided for in this Agreement
or the Plan shall be in writing and shall be deemed sufficiently given if
either hand delivered or if sent by fax or overnight courier, or by postage
paid first class mail.  Notices sent by
mail shall be deemed received three business days after mailing but in no event
later than the date of actual receipt. 
Notices shall be directed, if to the Director, at the Director’s address
indicated by the Company’s records, or if to the Company, at the Company’s
principal executive office.


 


12.  Fractional Shares.  In lieu of issuing a fraction of a share,
resulting from an adjustment of the Restricted Stock Unit Award pursuant to the
Plan or otherwise, the Company will be entitled to pay to the Director an
amount equal to the fair market value of such fractional share.


 


13.  Amendment. 
This Agreement may be amended in accordance
with the provisions of the Plan, and may otherwise be amended by written
agreement of the Director and the Company without the consent of any other person.  However, no such amendment
shall result in an acceleration or other distribution that would not satisfy
the requirements of Code section 409A.


 


14.  Plan
Definitions.  For purposes of this
Agreement, words and phrases shall be defined as follows:


 


3

















 


(a)           Cessation
as a Director.  References in this
Agreement to a Director ceasing to be a director shall mean the director
ceasing to serve on the board of directors of the Company and all the Related
Companies, subject to the following:


 


(i)  The
director relationship will be deemed to have ended at the time the Director and
the Company reasonably anticipate that the level of bona fide services the
Director would perform after such date as a member of the boards of directors
of the Company and the Related Companies would permanently decrease to no more
than 20% of the average level of bona fide director services performed over the
immediately preceding 36 month period (or the full period of service as a
member of the boards of directors of the Company and the Related Companies if
the Director has performed services for the Company and the Related Companies
as a director for less than 36 months).


 


(ii)  The
director relationship will be treated as continuing intact while the Director
is on a bona fide leave of absence (determined in accordance with Treas. Reg.
§409A-1(h)).


 


(b)           Related
Company.  The term “Related Company”
means all persons with whom the Company is considered to be a single employer
under section 414(b) of the Code and all persons with whom the Company
would be considered a single employer under section 414(c) of the Code.


 


Except where the context clearly implies or indicates the contrary, a
word, term, or phrase used in the Plan is similarly used in this Agreement.


 


IN WITNESS WHEREOF, the Director has executed the
Agreement, and the Company has caused these presents to be executed in its name
and on its behalf, all as of the Grant Date.


 


Assured Guaranty Ltd.


 


	
  By:

  	
  James Michener

  	
   

  
	
  Its:

  	
  General Counsel

  	
   

  



 


Director:


 


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