Exhibit 10.36


 


Restricted Stock
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 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                                                                                 .


 


(c)                                  The
number of “Covered Shares” shall be                      
shares of Stock.


 


Other words and phrases used in this Agreement are
defined pursuant to paragraph 15 or elsewhere in this Agreement.


 


2. Restricted Stock
Award. This Agreement specifies the terms of the “Restricted Stock Award”
granted to the Director.


 


3. Restricted
Period. Subject to the limitations of this Agreement, the “Restricted
Period” for the Covered Shares of the Restricted Stock Award shall begin on the
Grant Date and end [Alternative 1:  (for
initial grants)  on the day
immediately prior to the third annual shareholders meeting following the
meeting during which elections for directors were held and the Director was
elected. Alternative 2:  (for use
after share guidelines have been met) 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 Covered Shares
ends on or before the date the Director ceases to be a director of the Company,
then at the


 






(1)  This form should only be used for the initial
one-time award valued at $100,000 and awards that are made AFTER the director
has satisfied the share ownership guidelines.


 

















 


end of such Restricted Period, the Covered Shares shall be transferred
to the Director free of all restrictions. If the Restricted Period with respect
to the Covered Shares 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 Covered Shares.(2)


 


5. Transferability.
Except as otherwise provided by the Committee, the Restricted Stock Award may
not be sold, assigned, transferred, pledged or otherwise encumbered during the
Restricted Period.


 


6. Dividends.
The Director shall be entitled to receive any dividends paid with respect to
the Covered Shares that become payable during the Restricted Period. Any
dividends shall be payable to the Director in cash. The Director shall not be
prevented from receiving dividends and distributions paid on the Covered Shares
of Restricted Stock merely because those shares are subject to the restrictions
imposed by this Agreement and the Plan; provided, however that no dividends or
distributions shall be payable to or for the benefit of the Director with
respect to record dates for such dividends or distributions for any Covered
Shares occurring on or after the date, if any, on which the Director has
forfeited those shares.


 


7. Voting.
The Director shall not be prevented from voting the Restricted Stock Award
merely because those shares are subject to the restrictions imposed by this
Agreement and the Plan; provided, however, that the Director shall not be
entitled to vote Covered Shares with respect to record dates for any Covered
Shares occurring on or after the date, if any, on which the Director has
forfeited those shares.


 


8. Registration
of Restricted Stock Award. Each certificate issued in respect of the
Covered Shares awarded under this Agreement shall be registered in the name of the
Director.


 


9. 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.


 






(2)  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

















 


10. 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.


 


11. 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.


 


12. 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.


 


13. Fractional Shares. In lieu of issuing a fraction
of a share, resulting from an adjustment of the Restricted Stock 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.


 


14. 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.


 


15. 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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