EX-10.28



 





Exhibit 10.28




Restricted Share Agreement




VALIDUS HOLDINGS, LTD.

RESTRICTED SHARE AGREEMENT




          THIS AGREEMENT, dated as of _________, 2007, between Validus Holdings, Ltd. (the “Company”),
a Bermuda corporation, and
           (the “Employee”).




          WHEREAS, the Employee has been granted the following award under the Company’s Amended and
Restated 2005 Long Term Incentive Plan (the “Plan”);




          NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and
for other good and valuable consideration, the parties hereto agree as follows.





	1.	 	Award of Shares. Pursuant to the provisions of the Plan, the terms of which are
incorporated herein by reference, the Employee is hereby awarded
           Restricted Shares (the
“Award”), subject to the terms and conditions of the Plan and those herein set forth. The
Award is granted on ________, 2007 (the “Date of Grant”). Capitalized terms used herein
and not defined shall have the meanings set forth in the Plan. In the event of any conflict
between this Agreement and the Plan, the Plan shall control.






	2.	 	Terms and Conditions. It is understood and agreed that the Award of Restricted
Shares evidenced hereby is subject to the following terms and conditions:






	 	(a)	 	Vesting of Award. Subject to the provisions of this Section 2 below
and the other terms and conditions of this Agreement, this Award shall become vested
in four (4) equal annual installments, beginning on July 2, 2008 and continuing on
July 2 of each of the following three calendar years. All dividends and other amounts
receivable in connection with any adjustments to the Shares under Section 4(b) of the
Plan shall be subject to the vesting schedule herein and shall be paid to the Employee
upon any vesting of the Restricted Shares hereunder in respect of which such dividends
or other amounts are payable. Except as otherwise provided in Sections 2 (b) and (c)
below, any portion of the Award that is not vested on the date of Termination of
Service of the Employee shall be forfeited by the Employee and become the property of
the Company. Notwithstanding any provision of the Plan to the contrary, the Employee
shall be considered to have incurred a Termination of Service for purposes hereof on
the date notice of termination of the Employee’s employment is given either by the
Employee or the Company, a Subsidiary or an Affiliate unless the Employee remains
actively employed with the Company, a Subsidiary or an Affiliate after such date, in
which case a Termination of Service will be deemed to occur hereunder on the date the
Employee ceases to be so actively employed.
	 
	 	(b)	 	The Award shall become fully vested if the Employee is a “Good Leaver”, which
means the Employee’s employment has terminated due to one of the following reasons
(and no Termination of Service for the purposes of clause 2(a) above shall be deemed
to have incurred):




 









 












	 	1.	 	agreed termination of employment;
	 
	 	2.	 	injury, ill-health, disability or redundancy;
	 
	 	3.	 	his/her death;
	 
	 	4.	 	wrongful or unfair dismissal by the
relevant “Validus Group Company” (meaning the Company or any of its
subsidiaries);
	 
	 	5.	 	the company in which he/she is employed
ceasing to be a Validus Group Company;
	 
	 	6.	 	the entire or substantially the whole of
the business carried on by the Company being transferred to a person
other than a Validus Group Company; or
	 
	 	7.	 	retirement at the normal retirement age
of the relevant Validus Group Company or early retirement on the
grounds of ill health or with the consent of the board of the
relevant Validus Group Company and in accordance with the terms of
the pension plan of which the Employee is a member.






	 	(c)	 	Change in Control. Notwithstanding any provision of this Agreement
to the contrary, if, within two years following a Change in Control, the Employee’s
employment is terminated by the Company not for Cause, the Award shall become
immediately vested in full upon such termination of employment. For purposes of this
Agreement, “Change in Control” shall have the meaning set forth in the Plan. For
purposes of this Agreement, “Cause” means (a) conviction of the Employee of any
criminal offence (other than a motoring offence for which no custodial sentence is
given to him) which in the reasonable opinion of the Company demonstrates
unsuitability for further employment with the Company; (b) the Employee shall be or
become prohibited by law from being a director (applicable only to directors); (c) the
Employee shall be guilty of fraud, dishonestly or serious misconduct (which, for the
avoidance of doubt, includes any conduct which tends to bring the Company or any
Affiliate into disrepute) or shall commit any serious or persistent breach of any of
his obligations (for which warnings have been given to the Employee) to the Company or
any Affiliate; or (d) the Employee shall be guilty of fraud or wilful default in
relation to the Warranties (as defined in the service agreement between the Employee
and Talbot Underwriting Services Limited).
	 
	 	(d)	 	Certificates. Each certificate or other evidence of ownership issued
in respect of Restricted Shares awarded hereunder shall be deposited with the Company,
or its designee, together with, if requested by the Company, a stock power executed in
blank by the Employee, and shall bear a legend disclosing the restrictions on
transferability imposed on such Restricted Shares by this Agreement (the “Restrictive
Legend”). Upon the vesting of Restricted Shares pursuant to Section 2 hereof and the
satisfaction of any




 









 












	 	 	 	withholding tax liability pursuant to Section 5 hereof, the certificates
evidencing such vested Shares, not bearing the Restrictive Legend (but still
bearing the legend set forth in Section 7(d) below), shall be delivered to the
Employee or other evidence of vested Shares shall be provided to the Employee.
	 
	 	(e)	 	Rights of a Stockholder. Prior to the time a Restricted Share is
fully vested hereunder, the Employee shall have no right to transfer, pledge,
hypothecate or otherwise encumber such Restricted Share. During such period, the
Employee shall have all other rights of a stockholder, including, but not limited to,
the right to vote and to receive dividends (subject to Section 2(a) hereof) at the
time paid on such Restricted Shares.
	 
	 	(f)	 	No Right to Continued Employment. This Award shall not confer upon
the Employee any right with respect to continuance of employment by the Company nor
shall this Award interfere with the right of the Company to terminate the Employee’s
employment.






	3.	 	Transfer of Shares. Any vested Shares delivered hereunder, or any interest therein,
may be sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed of in any
other manner, in whole or in part, only in compliance with the terms, conditions and
restrictions as set forth in the governing instruments of the Company, the provisions of this
Agreement, applicable federal and state securities laws or any other applicable laws or
regulations and the terms and conditions hereof.
	 
	4.	 	Expenses of Issuance of Shares. The issuance of stock certificates hereunder shall
be without charge to the Employee. The Company shall pay, and indemnify the Employee from and
against any issuance, stamp or documentary taxes (other than transfer taxes) or charges
imposed by any governmental body, agency or official (other than income taxes) by reason of
the issuance of Shares.
	 
	5.	 	Withholding. No later than the date of vesting of (or the date of an election by the
Employee under Section 83(b) of the Code with respect to) the Award granted hereunder, the
Employee shall pay to the Company or make arrangements satisfactory to the Committee regarding
payment of any federal, state or local taxes of any kind required by law to be withheld at
such time with respect to such Award and the Company shall, to the extent permitted or
required by law, have the right to deduct from any payment of any kind otherwise due to the
Employee, federal, state and local taxes of any kind required by law to be withheld at such
time.
	 
	6.	 	Market Stand Off Period. The Employee covenants and agrees that he or she shall not,
without the prior written consent of the Company, sell or otherwise dispose of any shares of
stock of the Company during such period (a “Market Stand Off Period”) as the Company or its
underwriters shall establish in connection with the filing of a registration statement in
connection with an initial public offering of the stock of the Company (an “Initial Public
Offering”).
	 
	7.	 	Purchase Option. The Employee’s Shares are subject to repurchase as provided below
in subsections (a) through (g) below:




 









 












	 	(a)	 	If the Employee’s active service with the Company or a Subsidiary is
terminated by the Employee or by the Company for Cause, the Company and/or its
designee(s) shall have the option (the “Purchase Option”) to purchase, and if the
Purchase Option is exercised, the Grantor (as defined below) shall sell to the Company
and/or its assignee(s), all or any portion (at the Company’s option) of the Shares
held by the Grantor (such Shares collectively being referred to as the “Purchasable
Shares”).
	 
	 	(b)	 	The Company shall give notice in writing to the Grantor of the exercise of
the Purchase Option within one (1) year after the date of Termination of Service of
the Employee. Such notice shall state the number of Purchasable Shares to be
purchased by the Company and the determination of the purchase price of such
Purchasable Shares. If no notice is given within the time limit specified above, the
Purchase Option shall be deemed to have terminated.
	 
	 	(c)	 	The purchase price to be paid for the Purchasable Shares purchased pursuant
to the Purchase Option shall be the Book Value (as defined below) per share as of the
date of the notice of exercise of the Purchase Option times the number of Shares being
purchased. The purchase price for the Purchasable Shares shall be paid in cash or by
wire transfer of immediately available funds. The closing of such purchase shall take
place at the Company’s principal executive offices within ten (10) days after the
purchase price has been determined. At such closing, the Grantor shall deliver to the
purchaser(s) the certificates or instruments evidencing the Purchasable Shares being
purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise
in good form for delivery, against payment of the purchase price by check of the
purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall
have failed to obtain the release of any pledge or other encumbrance on any
Purchasable Shares by the scheduled closing date, at the option of the purchaser(s)
the closing shall nevertheless occur on such scheduled closing date, with the cash
purchase price being reduced to the extent of, and paid to the holder of, all unpaid
indebtedness for which such Purchasable Shares are then pledged or encumbered.
	 
	 	(d)	 	To ensure the enforceability of the Company’s rights hereunder, each
certificate or instrument representing Shares shall bear a conspicuous legend in
substantially the following form:
	 
	 	 	 	“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE
PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2005 LONG TERM INCENTIVE PLAN AND A
STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM
INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO
THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.”
	 
	 	(e)	 	The Company’s rights under this Section 7 shall terminate upon the
consummation of an Initial Public Offering.




 









 












	 	(f)	 	“Book Value” shall mean the book value of a Share at the end of the fiscal
quarter in which the termination of active service occurs, as determined on a fully
diluted basis by the Board of Directors in good faith. Such determination shall be
conclusive and binding on all persons.
	 
	 	(g)	 	“Grantor” shall mean, collectively, the Employee, the Employee’s assignee,
the executor or the administrator of the Employee’s estate in the event of the
Employee’s death, and the Employee’s legal representative in the event of the
Employee’s incapacity.






	8.	 	Forfeiture Upon Breach of Certain Other Agreements. The Employee’s breach of any
nonhire, nonentice, confidentiality, assignment of inventions, or other intellectual property
agreement that he may be a party to with the Company or a Subsidiary, in addition to whatever
other equitable relief or monetary damages that the Company or a Subsidiary may be entitled
to, shall result in automatic rescission, forfeiture, cancellation, and return of any Shares
(whether or not otherwise vested) held by the Employee or Grantor, and all profits, proceeds,
gains, or other consideration received through the sale or other transfer of the Shares shall
be promptly returned and repaid to the Company.
	 
	9.	 	Shareholders’ Agreement. If any Restricted Shares are scheduled to vest hereunder at
a time when the Company is not a publicly-traded entity and the Employee is not a party to the
Shareholders’ Agreement by and among the Company and its shareholders, as the same may be
amended from time to time (the “Shareholders’ Agreement”), the Employee shall, as a condition
to the Employee’s right to have such Restricted Shares vest, become a party to the
Shareholders’ Agreement by execution of a joinder agreement in form and substance satisfactory
to the Company.
	 
	10.	 	References. References herein to rights and obligations of the Employee shall apply,
where appropriate, to the Employee’s legal representative or estate without regard to whether
specific reference to such legal representative or estate is contained in a particular
provision of this Agreement.
	 
	11.	 	Notices. Any notice required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been given when delivered personally or by courier, or
sent by certified or registered mail, postage prepaid, return receipt requested, duly
addressed to the party concerned at the address indicated below or to such changed address as
such party may subsequently by similar process give notice of:




If to the Company:



Validus Holdings, Ltd.

Mintflower Place

8 Par-La-Ville Road, Third Floor

Hamilton HMO8 Bermuda



Attn.: Chief Financial Officer




 









 







If to the Employee:





	 	 	 	At the Employee’s most recent address shown on the Company’s corporate records, or
at any other address which the Employee may specify in a notice delivered to the
Company in the manner set forth herein.






	12.	 	Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of Bermuda, without giving effect to principles of conflict of laws.
	 
	13.	 	Counterparts. This Agreement may be executed in two counterparts, each of which
shall constitute one and the same instrument.
	 
	 	 	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above
written.





	 	 	 	 	 
	 	VALIDUS HOLDINGS, LTD.

 	 
	 	By:  	 	 
	 	 	Edward Noonan 	 
	 	 	Chief Executive Officer and Chairman 	 
	 
	 
	 	 	[Employee]