EXHIBIT 10.2


NI HOLDINGS, INC.


 


Time-Based Restricted Stock Unit Agreement
for Non-Employee Directors


 


	Name of Participant:  [___________]	Date of Grant:  ________ , 20__
	No. of Units Covered:  [___________]	Vesting Commencement Date:  [___________]
	 	
        Vesting Date:

        __________ , 20__                  ______ Units



 


THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”)
governs the Stock Unit Award granted by NI HOLDINGS, INC., a North Dakota corporation (the “Company”) to the above-named
individual (the “Participant”), in accordance with and subject to the provisions of the Company’s 2020 Stock
and Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. Unless the context
indicates otherwise, capitalized terms that are not defined in this Agreement shall have the meaning set forth in the Plan.


 


Grant of Restricted Stock Units.


In accordance with the Plan, and effective
as of the Date of Grant specified above, the Company has granted to the Participant the number of Stock Units specified at the
beginning of this Agreement (collectively, the “Restricted Stock Units,” and each a “Restricted Stock Unit.”).
Each Restricted Unit represents the right to receive a share of Common Stock (a “Share”) and dividend equivalent amounts
corresponding to the Share, subject to the terms and conditions of this Agreement and the Plan.


The Restricted Stock Units granted to the
Participant shall be credited to an account in the Participant’s name. This account shall be a record of book-keeping entries
only and shall be utilized solely as a device for the measurement and determination of the number of Shares to be issued to or
in respect of the Participant pursuant to this Agreement. Restricted Stock Units may not be transferred by the Participant without
the Committee’s prior written consent other than by will or the laws of descent and distribution.


Vesting of the Shares.


The Participant’s interest in the
Restricted Stock Units shall vest and become non-forfeitable on the vesting date(s) set forth above (each a “Vesting Date”)
if the Participant remains in the continuous service on the Company’s Board of Directors (the “Board”) from the
Vesting Commencement Date through each applicable Vesting Date. Except as provided in paragraphs 2(b) through (d) below, if the
Participant’s service on the Board is terminated prior to a Vesting Date, any Restricted Stock Units that remain unvested
as of the date of such termination shall be forfeited.



     


     


    




If the Participant remains on the Board
from the Vesting Commencement Date until the date the Participant’s service is terminated due to Disability or death that
occurs before the Vesting Date, then any Restricted Stock Units that remain unvested will vest in full and become non-forfeitable
as of the date of such termination.


If the Participant voluntarily resigns
from the Board for any reason prior to the Vesting Date (other than due to Disability), then the Restricted Stock Units will vest
in a pro rata number of the Restricted Stock Units. The pro rata number of Restricted Stock Units that vest shall be determined
by multiplying the unvested Restricted Stock Units by a fraction, the numerator of which is the number of full and partial calendar
months of the Participant’s service with Board from the first day of the Vesting Commencement Date to the date of resignation,
and the denominator of which is the number of full calendar months from the Vesting Commencement Date to the Vesting Date. A partial
month of service shall count as a full month.


If the Participant remains on the Board
from the Vesting Commencement Date until a Change in Control that occurs before the Vesting Date, then any Restricted Stock Units
that remain unvested will vest in full and become non-forfeitable upon the Change in Control.


Issuance and Settlement.


After any Restricted Stock Units vest in
accordance with Section 2, the Company shall cause to be issued to the Participant, or to the Participant’s designated
beneficiary or estate in the event of the Participant’s death, one Share in payment and settlement of each vested Restricted
Stock Unit. The Committee shall cause the Shares issuable in connection with the vesting of any such Restricted Stock Units to
be issued as soon as practicable after vesting, but in all events no later than 30 days after vesting, and the Participant
shall have no power to affect the timing of such issuance. Such issuance shall be evidenced by a stock certificate or appropriate
entry on the books of the Company or a duly authorized transfer agent of the Company and shall be in complete settlement and satisfaction
of such vested Restricted Stock Units.


Notwithstanding the foregoing, the Restricted
Stock Units shall be treated as “deferred compensation” subject to section 409A of the Internal Revenue Code (the “Code”)
if they are not otherwise exempt under the “short-term” deferral exemption. In such case, if any Restricted Stock Units
vest and become payable on account of a Change in Control, the Restricted Stock Units shall not become payable (even though non-forfeitable)
unless the Change in Control constitutes a “change in control event” as defined in Treasury Regulations promulgated
under section 409A of the Code. In addition, if any Units vest and become payable on account of a Participant’s resignation
from the Board, the Units shall not become payable (even though non-forfeitable) unless the resignation constitutes a “separation
from service” as defined in Treasury Regulations promulgated under section 409A of the Code.



     


     


    




Shareholder Rights. The Restricted
Stock Units do not entitle the Participant to any rights of a shareholder of the Company. Notwithstanding the foregoing, the Participant
shall accumulate an unvested right to payment of cash dividend equivalents on the Shares underlying Restricted Stock Units if cash
dividends are declared by the Company on the Shares on or after the Date of Grant. Such dividend equivalents will be in an amount
of cash per Restricted Stock Unit equal to the cash dividend paid with respect to one Share. The Participant shall be entitled
solely to payment of accumulated dividend equivalents with respect to the number of Restricted Stock Units equal to the number
of Shares that become issuable to the Participant pursuant to this Agreement. Dividend equivalents will be paid to the Participant
as soon as administratively possible following the date that the Shares are issued to the Participant. The Participant shall not
be entitled to dividend equivalents with respect to dividends declared prior to the Date of Grant. All dividend equivalents accumulated
with respect to forfeited Restricted Stock Units shall also be irrevocably forfeited. As of the date of issuance of Shares underlying
Restricted Stock Units, the Participant shall have all of the rights of a shareholder of the Company with respect to any Shares
issued pursuant hereto.


Definitions. For purposes of this
Agreement, the following shall have the following meanings:


“Change in Control” means:


the approval of the shareholders of the
Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in
which the surviving entity would not have as its directors at least a majority of the Incumbent Board and as a result of which
those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such
transaction, at least 50% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s
then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related
transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete
or partial liquidation or dissolution of the Company. For purposes of this Section 5(a), “Voting Power” when used
with reference to the Company shall mean the voting power of all classes and series of capital stock of the Company now or hereafter
authorized; or


the individuals who, as of the date of
this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s
shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall
be considered to be a member of the Incumbent Board).


“Disability” means the Participant
has been determined, by a physician selected by the Company and reasonably acceptable to the Participant, to be unable to engage
in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less than 12 months.



     


     


    




No Right to Continued Service.
This Agreement and the grant of the Stock Unit Award do not give the Participant any rights with respect to continued service with
the Company or an Affiliate.


Change in Capital Structure. In
accordance with the terms of the Plan, the terms of this Agreement and the number and kind of Shares shall be adjusted as the Board
determines to be equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions
or consolidations of shares or other similar changes in capitalization.


Governing Law; Venue. The laws
of the State of North Dakota shall govern all matters arising out of or relating to this Agreement including, without limitation,
its validity, interpretation, construction and performance but without giving effect to the conflict of laws principles that may
require the application of the laws of another jurisdiction. Any party bringing a legal action or proceeding against any other
party arising out of or relating to this Agreement may bring the legal action or proceeding in the United States District Court
for the District of North Dakota or in any court of the State of North Dakota sitting in Fargo, North Dakota. Each party waives,
to the fullest extent permitted by law (i) any objection it may now or later have to the laying of venue of any legal action
or proceeding arising out of or relating to this Agreement brought in a court described in the preceding sentence and (ii) any
claim that any legal action or proceeding brought in any such court has been brought in an inconvenient forum.


Conflicts. In the event of any
conflict between the provisions of the Plan as in effect on the Date of Grant and this Agreement, the provisions of the Plan shall
govern. All references herein to the Plan shall mean the Plan as in effect on the Date of Grant.


Participant Bound by Plan. The
Participant hereby acknowledges that a copy of the Plan has been made available to the Participant and the Participant agrees to
be bound by all of the terms and provisions of the Plan.


Binding Effect. Subject to the
limitations stated above and in the Plan, this Agreement shall be binding upon the Participant and the Participant’s successors
in interest and the Company and any successors of the Company.


 


IN WITNESS WHEREOF, the Company and the Participant
have executed this Restricted Stock Unit Agreement as of the date first set forth above.


 


	NI HOLDINGS, INC.	 	[NAME OF PARTICIPANT]
	 	 	 	 
	 	 	 	 
	By:	 	 	 
	Name:	 	 	 
	Title: