Exhibit 10.37


 


Restricted Stock Unit
Agreement for

Outside Directors under

Assured Guaranty Ltd. 2004 Long-Term Incentive Plan(1)


 


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                      
shares (“Restricted Stock Units”) at the “Delivery Date,” which shall be                         .(2)  [Alternate
Delivery Date:  (must use when
share guidelines have not been met)
on or about the sixth month anniversary of the date the Director ceases to be a
director of Assured Guaranty Ltd.]


 


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.


 


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


 






(1)  This form is not for use
with the initial one-time award valued at $100,000.


 


(2)  This should be a date
occurring after the vesting date.


 

















 


Company, then at the end of such Restricted Period, the Restricted Stock
Units shall be fully vested, and shall be transferred to the Director free of
all restrictions on the Delivery Date. 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.(3)


 


5. Transferability.
Restricted Stock Units may not be sold, assigned, transferred, pledged or
otherwise encumbered prior to the Delivery Date.


 


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.


 


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


 






(3)  The award will not continue to vest if a
person ceases to be a director of the company but continues to be an employee
of the company.


 


2

















 


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.


 


14. Plan Definitions.
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:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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