EX-10.27.2



 





Exhibit 10.27.2




VALIDUS HOLDINGS, LTD.




RESTRICTED SHARE AGREEMENT




     THIS AGREEMENT, dated as of ___, 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 2005 Amended
and Restated 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 as of ___. 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 100% on ___. 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.



               (b) Termination by the Company with Cause, as a result of the Employee’s Permanent
Disability or upon Employee’s Death. If the Employment Period (as defined in the employment
agreement between the Company or a Subsidiary and the Employee (the “Employment Agreement”)) shall
be terminated by the Company with Cause (as defined in the Employment Agreement), the Award shall
be immediately forfeited. If the Employment Period shall be terminated as a result of the
Employee’s Permanent Disability (as defined in the Employment Agreement) or upon the Employee’s
death, the Award shall become vested in full on the Date of Termination.



               (c) Termination by the Company not for Cause or by the Employee for Good Reason.
Notwithstanding any provision of the Employment Agreement to the contrary, except as provided in
Section 2(e) below, 45% of the Award shall vest (i) in the event the Employee’s employment is
terminated by the Company not for Cause, upon the delivery by the Company of a Notice of
Termination (as defined in the Employment Agreement) not for Cause,



 









 





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or (ii) in the event the Employee’s employment is terminated by the Employee for Good Reason
(as defined in the Employment Agreement), at the end of the applicable correction period following
the Employee’s delivery of a Notice of Termination for Good Reason, so long as the Company has not
corrected the event or condition giving rise to Good Reason by the end of the correction period;
and the remaining 55% of the Award will vest on the vesting date set forth in Section 2(a) above
but only if the Employee does not breach the remaining applicable terms of the Employment
Agreement, including any duties owed during any “garden leave” period, and any confidentiality,
noncompetition, nonsolicitation and assignment of inventions covenants that Employee may be a party
to with the Company or any Subsidiary. In the event of the Employee’s breach of any of such terms,
duties or covenants, any unvested portion of the Award shall be immediately forfeited by the
Employee and become the property of the Company.




               (d) Resignation Without Good Reason. If the Employment Period shall be terminated as
a result of the Employee’s resignation or leaving of his employment, other than for Good Reason, no
portion of the Award shall vest on or following the date the Employee provides Notice of
Termination without Good Reason to the Company (the “Notice Date”). Any portion of the Award that
has not vested on the Notice Date shall be forfeited by the Employee and become the property of the
Company.



               (e) 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 or by the Employee for Good Reason, 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.



               (f) Termination of Service; Forfeiture of Unvested Shares. In the event of
Termination of Service of the Employee other than as set forth above prior to the date the Award
otherwise becomes vested, the unvested portion of the Award shall immediately be forfeited by the
Employee and become the property of the Company.



               (g) 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, shall be delivered to the Employee or other evidence of vested Shares shall be provided to
the Employee.



               (h) 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.



 









 





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               (i) 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 at any time.



     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 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. Forfeiture Upon Breach of Certain Other Agreements. The Employee’s breach of any
noncompete, nondisclosure, nonsolicitation, 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, 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.



     7. 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.



     8. 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:



 









 





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If to the Company:





Validus Holdings, Ltd.

19 Par-La-Ville Road

Hamilton HM11 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.




     9. 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.



     10. Counterparts. This Agreement may be executed in two counterparts, each of which
shall constitute one and the same instrument.



 









 





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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	VALIDUS HOLDINGS, LTD.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title: