**Exhibit 10.25**

 

**MONTPELIER RE HOLDINGS LTD.**

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**LONG-TERM INCENTIVE PLAN**

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**RESTRICTED SHARE UNITAWARD AGREEMENT**

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This Award Agreement (the “Award Agreement”) is madeand entered into as of **[DATE]**between Montpelier Re Holdings Ltd. (the “Company”) and **[EMPLOYEE’S FULL 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”), asthe same 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; Vesting Period*

 
| Award:           | ** ** | **[xxxxx]** Restricted Share Units  (“RSUs”) |
|------------------|------------|--------------------------------------------------------|
|             | ** ** | ** **                                             |
| Vesting  Period: | ** ** | **[DATE]** through and ending on**[DATE]**             |

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**SECTION 2***. Nature of Award. *RSUs represent the opportunity to receiveshares of Company common shares, $0.001666 par value per share (“Shares”), asare earned in accordance with Section 3 of this Award Agreement.

 

**SECTION 3**. *Vesting. *Subject to the Participantremaining employed at the applicable Vesting Date, as hereinafter defined, theRSUs shall vest over the vesting period described in Section 1 above (the “VestingPeriod”) in [            ]equal tranches at midnight on **[                        ]**respectively (each a “Vesting Date”). Shares shall be issued by the Company to the Participant in satisfactionof the Award as soon as reasonably practicable following each Vesting Date, butin no event later than the last day of the calendar quarter in which suchawards vest.

 

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

 

Ifthe Participant’s employment with the Company or one of its subsidiaries isterminated at any time during the Vesting Period, all RSUs unvested at the dateof termination shall be forfeited.

 

(a)        For purposes of the Plan and the AwardAgreement, a transfer of employment from the Company to any subsidiary of theCompany or vice versa, or from one subsidiary to another, shall not beconsidered a termination of employment.

 

**SECTION 5**. *Change in Control.*Notwithstandingthe provisions of Section 4 above, if within twenty-four (24) monthsfollowing a Change in Control, the employment 

 

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of the Participant with the Company or one of itssubsidiaries is terminated during the Vesting Period:

 

(a)        (i) by the Company or subsidiary withoutCause, (ii) on account of death or disability (as determined in accordancewith Section 8 of the Plan), or (iii) by the Participant on accountof a Constructive Termination or retirement at age sixty (60) or later, thenupon such termination the RSUs shall be deemed to have vested in full andShares with respect to such vested RSUs shall be issued to the Participant bythe Company as soon as reasonably practicable after such termination;

 

(b)        by the Participant other than on account of aConstructive Termination or retirement at age sixty (60) or later, then allRSUs unvested at the date of termination shall be forfeited; or

 

(c)        by the Company or subsidiary for Cause, thenall RSUs whether vested or unvested at the date of termination shall beforfeited.

 

**SECTION 6***. Tax Withholding. *Pursuant to Section 17(c) of thePlan, the Committee shall have the power and the right to deduct or withhold,or require the Participant to remit to the Company, an amount sufficient tosatisfy any federal, state, local or other taxes required by applicable law tobe 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 have no rights asshareholder with respect to any Shares underlying the Award until and unlessthe Participant’s name is entered in the Company’s Register of Members as theholder of such shares and a Share certificate is issued to the Participant uponpayment with respect to the Award.

 

**SECTION 8**.  *Dividend Equivalents*. To the extent dividends are paid on Shares with respect to the VestingPeriod, the Participant shall be entitled to receive within ninety (90) daysfollowing the respective payment dates of such dividends (subject to theParticipant’s continued employment with the Company or one of its subsidiariesat the relevant payment date), a cash payment equivalent to the cash dividendspaid on the number of Shares underlying the unvested RSUs awarded pursuant to Section 2above on such payment date.  Any paymentsmade pursuant to this Section 8 shall be in the form of ordinarycompensation.

 

**SECTION 9***. Transferability. *Pursuant to Section 14 of the Plan, theParticipant may designate a beneficiary or beneficiaries to receive any paymentto which he or she may be entitled in respect of Awards under the Plan in theevent of his or her death on a form to be provided by the Committee.  Except as provided herein, the Participantmay not sell, transfer, pledge, assign or otherwise alienate or hypothecate theRSUs, other than by his or her last Will and Testament or by the laws ofdescent and distribution.

 

**SECTION 10***. Ratification of Actions. *By accepting the Award or other benefit underthe Plan, the Participant and each person claiming under or through him or hershall be conclusively deemed to have indicated the Participant’s acceptance andratification of, and consent to, any action taken under the Plan or the Awardby the Company, the Board or the Committee. All decisions or interpretations of the Company, 

 

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the Board and the Committee upon any questionsarising under the Plan and/or this Award Agreement shall be binding, conclusiveand final on all parties.  In the eventof any conflict between any provision of the Plan and this Award Agreement, theterms and provisions of the Plan shall control.

 

**SECTION 11***. Notices. *Any notice hereunder to the Company shall beaddressed to its office, Montpelier House, 94 Pitts Bay Road, Hamilton HM08,Bermuda; Attention: Corporate Secretary, and any notice hereunder to theParticipant shall be addressed to him or her at the last address on record withthe company, subject to the right of either party to designate at any timehereafter in writing some other address.

 

**SECTION 12***. Definitions. *Capitalized terms not otherwise definedherein shall have the meanings given them in the Plan.

 

**SECTION 13***. Governing Law and Severability. *This Award Agreement will be governed by andconstrued in accordance with the laws of Bermuda, without regard to conflictsof law provisions.  In the event anyprovision of the Award Agreement shall be held illegal or invalid for anyreason, the illegality or invalidity shall not affect the remaining parts ofthe Award Agreement, and the Award Agreement shall be construed and enforced asif the illegal or invalid provision had not been included.

 

**SECTION 14***. No Rights to Continued Employment. *This Award Agreementis not a contract of employment.  Nothingin the Plan or in this Award Agreement shall interfere with or limit in any waythe right 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.*ThisAward Agreement may be signed in any number of counterparts, each of whichshall be an original, with the same effect as if the signatures thereto andhereto were upon the same instrument.

 

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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]** |
|       |                         | CEO |
|       |                         |
|       |                         |
|       | PARTICIPANT                  |
|       |                         |
|       |                         |
|       | By:                          |   |
|       |                         | **[EMPLOYEE’S FULL NAME]** |
|       | ** **                   |

 

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