**Exhibit 10.24**

 

**MONTPELIER RE HOLDINGS LTD.**

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**LONG-TERM INCENTIVE PLAN**

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**2009**

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**RESTRICTED SHARE UNITAWARD AGREEMENT**

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This Award Agreement (the “Award Agreement”) is madeand entered into as of January 1, 2009 between Montpelier Re Holdings Ltd.(the “Company”) and **[EMPLOYEE’SFULL NAME]** (the “Participant”).

 

The Company hereby grants to the Participant anincentive award (the “Award”) on the terms and conditions as set forth in thisAward Agreement and in the Montpelier Long-Term Incentive Plan (the “Plan”), asit may be amended from time to time.

 

In accordance with this grant, and as a conditionthereto, the Company and the Participant agree as follows:

 

**SECTION 1**.  *Restricted Share Units*.  As soon as reasonably practicable followingthe Company’s announcement of its annual results for 2009 (the “AnnouncementDate”), the Participant shall be eligible to receive that number of RestrictedShare Units (“RSUs”) equal to (i) [       ]multiplied by (ii) the 2009 Base Salary, divided by (iii) twenty(20);provided, that such number shall be adjusted by the Compensation and NominatingCommittee (the “Committee”) in accordance with Section 11 of the Plan uponany of the events set forth therein.

 

**SECTION 2***.  Nature of Award. *RSUs represent theopportunity to receive shares of Company common shares, $0.001666 par value pershare (“Shares”), as are earned in accordance with Section 4 of this AwardAgreement.

 

**SECTION 3**. *Vesting. *Subject tothe Participant remaining employed at the Announcement Date, twenty-fivepercent (25%) of the RSUs shall vest at midnight as of December 31, 2009,and, subject to the Participant remaining employed though the applicablevesting date, the RSUs shall vest in three (3) equal tranches at midnightas of December 15, 2010, December 15, 2011 and December 15, 2012,respectively.  Shares shall be issued bythe Company to the Participant in satisfaction of the Award as soon asreasonably practicable following the Announcement Date and each subsequentVesting Date, but in no event later than the last day of the calendar quarterin which such Date falls. .

 

**SECTION 4**.  *Termination of Employment*

 

(a)                        If theParticipant’s employment with the Company or one of its subsidiaries isterminated at any time following the Announcement Date and prior to December 15,2012:

 

(i) for any reason other than termination by the Company orsubsidiary for Cause, then all RSUs unvested at the date of termination shallbe forfeited ; or

 

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(ii) by the Company or subsidiary for Cause, then all RSUs whethervested or unvested at the date of termination shall be forfeited.

 

(b)                       For purposes ofthe Plan and the Award Agreement, a transfer of employment from the Company toany subsidiary of the Company or vice versa, or from one subsidiary to another,shall not be considered a termination of employment.

 

**SECTION 5**. *Change in Control.*Notwithstanding the provisions of Section 5above, if within twenty-four (24) months following a Change in Control thatoccurs following the Announcement Date, the employment of the Participant withthe Company or one of its subsidiaries is terminated prior to December 15,2012:

 

(a)                        (i) by theCompany or subsidiary without Cause, (ii) on account of death ordisability (as determined in accordance with Section 8 of the Plan), or (iii) bythe Participant on account of a Constructive Termination or retirement at agesixty (60) or later, then upon such termination the RSUs shall be deemed tohave vested in full and Shares with respect to such vested RSUs shall be issuedto the Participant by the Company as soon as reasonably practicable after suchtermination;

 

(b)                       by theParticipant other than on account of a Constructive Termination or retirementat age sixty (60) or later, then all RSUs unvested at the date of terminationshall be forfeited, and Shares with respect to any RSUs vested at the date oftermination shall be issued to the Participant by the Company as soon asreasonably practicable after such termination; or

 

(c)                        by the Companyor subsidiary for Cause, then all RSUs whether vested or unvested at the dateof termination shall be forfeited.

 

**SECTION 6***.  Tax Withholding. *Pursuant to Section 17(c) ofthe Plan, the Committee shall have the power and the right to deduct orwithhold, or require the Participant to remit to the Company, an amountsufficient to satisfy any federal, state, local or other taxes required byapplicable law to be withheld with respect to payment of the Award.  The Committee may condition the paymenthereunder upon the Participant’s satisfaction of such withholding obligations.

 

**SECTION 7***.  Rights As A Shareholder. *The Participant shall haveno rights as shareholder with respect to any Shares underlying the Award untiland unless the Participant’s name is entered in the Company’s Register ofMembers as the holder of such shares and a Share certificate is issued to theParticipant upon payment with respect to the Award.

 

**SECTION 8**. *Dividend Equivalents*. To the extent dividends are paid onShares during 2009 (the “Performance Period”), the Participant shall beentitled to receive, within ninety (90) days following the Announcement Date, acash payment equivalent to the cash dividends that would have been paid duringthe Performance Period on the number of Shares underlying the RSUs awardedpursuant to Section 2 above; provided, that the Participant remainsemployed with the Company or one of its subsidiaries at the date of suchpayment.  To the extent dividends arepaid on Shares with respect to the period commencing on January 1, 2009and ending on December 15, 2012, the Participant shall be entitled toreceive within ninety (90) days following the respective payment dates of suchdividends (subject to the Participant’s continued employment with the Companyor one of its subsidiaries at the relevant payment date), a cash payment

 

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equivalent to the cash dividends paid on the numberof Shares underlying the unvested RSUs awarded pursuant to Section 2 aboveon such payment date.  Payments madepursuant to this Section 9 shall be in the form of ordinary compensation.

 

**SECTION 9***.  Transferability. *Pursuant to Section 14of the Plan, the Participant may designate a beneficiary or beneficiaries toreceive any payment to which he or she may be entitled in respect of Awardsunder the Plan in the event of his or her death on a form to be provided by theCommittee.  Except as provided herein,the Participant may not sell, transfer, pledge, assign or otherwise alienate orhypothecate the RSUs, other than by his or her last Will and Testament or bythe laws of descent and distribution.

 

**SECTION 10***.  Ratification of Actions. *By accepting the Award orother benefit under the Plan, the Participant and each person claiming under orthrough him or her shall be conclusively deemed to have indicated theParticipant’s acceptance and ratification of, and consent to, any action takenunder the Plan or the Award by the Company, the Board or the Committee.  All decisions or interpretations of theCompany, the Board and the Committee upon any questions arising under the Planand/or this Award Agreement shall be binding, conclusive and final on allparties.  In the event of any conflictbetween any provision of the Plan and this Award Agreement, the terms andprovisions of the Plan shall control.

 

**SECTION 11***.  Notices. *Any notice hereunder to the Company shall be addressed to its office,Montpelier House, 94 Pitts Bay Road, Hamilton HM08, Bermuda; Attention:Corporate Secretary, and any notice hereunder to the Participant shall beaddressed to him or her at the address specified on the Award Agreement,subject to the right of either party to designate at any time hereafter inwriting some other address.

 

**SECTION 12***.  Definitions. *Capitalized terms not otherwise defined herein shall have the meaningsgiven them in the Plan.

 

**SECTION 13***.  Governing Law and Severability. *This Award Agreement will begoverned by and construed in accordance with the laws of Bermuda, withoutregard to conflicts of law provisions.  Inthe event any provision of the Award Agreement shall be held illegal or invalidfor any reason, the illegality or invalidity shall not affect the remainingparts of the Award Agreement, and the Award Agreement shall be construed andenforced as if the illegal or invalid provision had not been included.

 

**SECTION 14***.  No Rights to Continued Employment. *This Award Agreement is nota contract of employment.  Nothing in thePlan or in this Award Agreement shall interfere with or limit in any way theright of the Company or any subsidiary to terminate the Participant’semployment at any time, for any reason or no reason, or confer upon theParticipant the right to continue in the employ of the Company or a subsidiary.

 

**SECTION 15***.  Counterparts.*This Award Agreement may besigned in any number of counterparts, each of which shall be an original, withthe same effect as if the signatures thereto and hereto were upon the sameinstrument.

 

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IN WITNESS WHEREOF, the undersigned have caused thisAward Agreement to be duly executed as of the date first written above.

 

 
|   | MONTPELIER  RE HOLDINGS LTD. |
|--------|------------------------------|
|   |                         |
|   |                         |
|   | By:                          |   |
|   |                         | Name: **[NAME]** |
|   |                         | Title:   **[TITLE]** |
|   |                         |
|   |                         |
|   | PARTICIPANT                  |
|   |                         |
|   |                         |
|   | By:                          |   |
|   |                         | Name:   **[EMPLOYEE’S FULL               NAME]** |
|   |                         | Title:    **[TITLE]** |

 

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