Exhibit 10.39


 


Restricted Stock
Agreement 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 Participant 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 Participant has been
selected by the committee administering the Plan (the “Committee”) to receive a
Restricted Stock Award under the Plan;


 


NOW, THEREFORE, IT IS AGREED, by and between the
Company and the Participant, 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 “Participant”
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 18 or elsewhere in this Agreement.


 


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


 


3. Restricted
Period. Subject to the limitations of this Agreement, the “Restricted
Period” for each Installment of Covered Shares of the Restricted Stock Award
shall begin on the Grant Date and end as described in the following schedule
(but only if the Date of Termination has not occurred before the end of the
Restricted Period):


 

















 


	
  INSTALLMENT

  	
   

  	
  RESTRICTED PERIOD WILL END ON:

  
	
  1⁄4 of Covered Shares

  	
   

  	
  One year anniversary of
  the Grant Date

  
	
  1⁄4 of Covered Shares

  	
   

  	
  Two year anniversary of
  the Grant Date

  
	
  1⁄4 of Covered Shares

  	
   

  	
  Three year anniversary
  of the Grant Date

  
	
  1⁄4 of Covered Shares

  	
   

  	
  Four year anniversary
  of the Grant Date

  



 


The Restricted Period shall end prior to the date
specified in the foregoing schedule to the extent set forth below:


 


(a)           For
Installments as to which the Restricted Period has not ended prior to the Date
of Termination, the Restricted Period for such Installments shall end upon the
Participant’s Date of Termination, if the Date of Termination occurs by reason
of the Participant’s Disability or death.


 


(b)           For
Installments as to which the Restricted Period has not ended prior to the date
of a Change in Control, the Restricted Period for such Installments shall end
upon a Change in Control, provided that such Change in Control occurs on or
before the Date of Termination.


 


(c)           For
Installments as to which the Restricted Period has not ended prior to the Date
of Termination, if the Participant’s Date of Termination occurs because of
Retirement, the Participant shall be treated as though employed by the Company
and Subsidiaries after the Participant’s actual Date of Termination until the
Restricted Period has ended with respect to all Installments.


 


4. Transfer and Forfeiture of Shares. If the
Restricted Period with respect to any Installment of the Covered Shares ends on
or before the Participant’s Date of Termination, then at the end of such
Restricted Period, that Installment of Covered Shares shall be transferred to
the Participant free of all restrictions (except for restrictions described in
paragraph 10). If the Restricted Period with respect to any Installments does
not end on or before the Participant’s Date of Termination, then as of the
Participant’s Date of Termination, the Participant shall forfeit such
Installments. However, the Committee, in its sole discretion, may accelerate
the end of the Restricted Period or provide for the vesting of the Covered
Shares under circumstances that such vesting would not otherwise occur in its
sole discretion, based on such factors as the Committee deems appropriate.


 


5. Withholding.
All deliveries and distributions under this Agreement are subject to
withholding of all applicable taxes. At the election of the Participant, and
subject to such rules and limitations as may be established by the Committee
from time to time, such withholding obligations may be satisfied through the
surrender of shares of Stock which the Participant already owns, or to which
the Participant is otherwise entitled under the Plan; provided, however, that
such shares may be used to satisfy not more than the Company’s minimum


 


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statutory
withholding obligation (based on minimum statutory withholding rates for
Federal and state tax purposes, including payroll taxes, that are applicable to
such supplemental taxable income).


 


6. 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.


 


7. Dividends.
The Participant 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 Participant 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 Participant has forfeited those shares.


 


8. Voting.
The Participant 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 Participant 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 Participant has
forfeited those shares.


 


9. 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 Participant.


 


10. Cancellation and
Rescission of Restricted Stock Award.


 


(a)           The
Committee may cancel, rescind, suspend, withhold or otherwise limit or restrict
the Restricted Stock Award at any time if the Participant engages in any “Detrimental
Activity.”


 


(b)           At the end
of the Restricted Period with respect to an Installment and prior to the
transfer of the Covered Shares to the Participant, the Participant shall
certify, to the extent required by the Committee, in a manner acceptable to the
Committee, that the Participant is not engaging and has not engaged in any
Detrimental Activity. In the event a Participant has engaged in any Detrimental
Activity prior to, or during the six months after, the vesting of any
Installment of Covered Shares, such vesting may be rescinded by the Committee
within two years thereafter. In the event of any such rescission, the
Participant shall pay to the Company the amount of any gain realized as a
result of the rescinded vesting, in such manner and on such terms and
conditions as may be required by the Company, and the Company shall be entitled
to set-off against the amount of any such gain any amount owed to the
Participant by the Company and/or Subsidiary.


 


11. 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 Participant under this
Agreement have not been delivered at the time of the Participant’s death, such
benefits shall be delivered to the Designated Beneficiary, in accordance with
the provisions of this Agreement and


 


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the
Plan. The “Designated Beneficiary” shall be the beneficiary or beneficiaries
designated by the Participant in a writing filed with the Committee in such
form and at such time as the Committee shall require. If a deceased Participant
fails to designate a beneficiary, or if the Designated Beneficiary does not
survive the Participant, any rights that would have been exercisable by the
Participant and any benefits distributable to the Participant shall be
distributed to the legal representative of the estate of the Participant. If a
deceased Participant designates a beneficiary and the Designated Beneficiary
survives the Participant 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.


 


12. 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. The Committee shall have the
authority to obtain such information from the Participant (including tax return
information) as it determines may be necessary to confirm that the Participant
is in compliance with the requirements applicable to Detrimental Activity, and
if the Participant fails to provide such information, the Committee may
conclude that the Participant is not in compliance with such requirements.


 


13. 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 Participant 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.


 


14. Not An Employment Contract. The Restricted Stock
Award will not confer on the Participant any right with respect to continuance
of employment or other service with the Company or any Related Company, nor
will it interfere in any way with any right the Company or any Related Company
would otherwise have to terminate or modify the terms of such Participant’s
employment or other service at any time.


 


15. 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 Participant, at the Participant’s
address indicated by the Company’s records, or if to the Company, at the
Company’s principal executive office.


 


16. 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
Participant an amount equal to the fair market value of such fractional share.


 


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17. Amendment. This Agreement may be amended in
accordance with the provisions of the Plan, and may otherwise be amended by
written agreement of the Participant and the Company without the consent of any
other person.


 


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


 


(a)           Change
in Control. The term “Change in Control” shall be defined as set forth in
the Plan.


 


(b)           Date of
Termination. A Participant’s “Date of Termination” means, with respect to
an employee, the date on which the Participant’s employment with the Company
and Subsidiaries terminates for any reason, and with respect to a Director, the
date immediately following the last day on which the Participant serves as a
Director; provided that a Date of Termination shall not be deemed to occur by
reason of a Participant’s transfer of employment between the Company and a
Subsidiary or between two Subsidiaries; further provided that a Date of
Termination shall not be deemed to occur by reason of a Participant’s cessation
of service as a Director if immediately following such cessation of service the
Participant becomes or continues to be employed by the Company or a Subsidiary,
nor by reason of a Participant’s termination of employment with the Company or
a Subsidiary if immediately following such termination of employment the Participant
becomes or continues to be a Director; and further provided that a Participant’s
employment shall not be considered terminated while the Participant is on a
leave of absence from the Company or a Subsidiary approved by the Participant’s
employer.


 


(c)           Detrimental
Activity. The term “Detrimental Activity” shall mean (i) the rendering of
services for any organization or engaging directly or indirectly in any
business which is or becomes competitive with the Company or the Subsidiaries
(including, without limitation, AMBAC Financial Group Inc., CIFG Group,
Financial Guaranty Insurance Company, Financial Security Assurance Inc., MBIA,
Inc. and Radian Group Inc.), or which organization or business, or the
rendering of services to such organization or business, is or becomes otherwise
prejudicial to or in conflict with the interests of the Company or the Subsidiaries;
(ii) the disclosure to anyone outside the Company or the Subsidiaries, or the
use in other than the Company’s or the Subsidiaries’ business, without prior
written authorization from the Company or the Subsidiaries, of any confidential
information or material, relating to the business of the Company or the
Subsidiaries, acquired by the Participant either during or after employment
with the Company or the Subsidiaries; (iii) a violation of any rules, policies,
procedures or guidelines of the Company or the Subsidiaries, including but not
limited to the Company’s business conduct guidelines; (iv) any attempt directly
or indirectly to induce any employee of the Company to be employed or perform
services elsewhere or any attempt directly or indirectly to solicit the trade
or business of any current or prospective customer, supplier or partner of the
Company; (v) the Participant being convicted of, or entering a guilty plea with
respect to, a crime, whether or not connected with the Company; or (vi) any
other conduct or act determined to be injurious, detrimental or prejudicial to
any interest of the Company. Notwithstanding the foregoing, activity occurring
after the Date of


 


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Termination
shall constitute Detrimental Activity only if it is described in clause (i)
(relating to competition), (ii) (relating to confidentiality), or (iv)
(relating to solicitation) above.


 


(d)           Director.
The term “Director” means a member of the Board of Directors of Assured
Guaranty Ltd., who may or may not be an employee of the Company or a
Subsidiary.


 


(e)           Disability.
The Participant shall be considered to have a “Disability” during the period in
which the Participant is unable, by reason of a medically determinable physical
or mental impairment, to engage in any substantial gainful activity, which
condition, in the opinion of a physician selected by the Committee, is expected
to have a duration of not less than 120 days.


 


(f)            Retirement. “Retirement” of a Participant shall
mean with respect to an employee of the Company or a Subsidiary, the occurrence
of a Participant’s Date of Termination with the consent of the Participant’s
employer after the Participant has completed five years of service and attained
age 55. For purposes of this definition, years of service shall be determined
in accordance with rules established by the Committee, and shall take into
account service with the Company and its Subsidiaries, as well as service with
ACE Limited and its subsidiaries occurring prior to the initial public offering
of stock of the Company.


 


(g)           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 Participant 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.


 


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Assured Guaranty Ltd.


 


 


	
  By:

  	
  James Michener

  	
   

  
	
  Its:

  	
  General Counsel

  	
   

  
	
   

  
	
   

  
	
  Participant:

  	
   

  	
   

  
				



 


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