Exhibit 10.5b


 





KINSALE CAPITAL GROUP, INC. 


DIRECTOR STOCK OPTION GRANT NOTICE AND
OPTION AGREEMENT 


(2016 Omnibus Incentive Plan)


 


As a member of the Board of Directors of
Kinsale Capital Group, Inc. (the “Company”), you have been granted an option to purchase shares of the Company’s
common stock. This award is subject to the terms and conditions of the Kinsale Capital Group, Inc. 2016 Omnibus Incentive Plan,
this Grant Notice, and the following Stock Option Agreement. The details of this award are indicated below.


 


	Optionee:	 
	Date of Grant: 	 
	Number of Shares subject to the Option: 	 
	Exercise Price Per Share: 	 
	Term of Option: 	 
	Vesting Period: 	 
	Type of Option: 	Nonqualified Stock Option	 


 


Acknowledged and agreed as of the Date of Grant


 


________________________


 


Name: ______________


 






    	 



    	 



    

DIRECTOR STOCK OPTION
AGREEMENT


 


THIS STOCK OPTION AGREEMENT (together with
the above grant notice (the “Grant Notice”), the “Agreement”) is made and entered into as
of the date set forth on the Grant Notice by and between Kinsale Capital Group, Inc., a Delaware corporation (the “Company”),
and the individual (the “Optionee”) set forth on the Grant Notice.


 


A.            Pursuant
to the Kinsale Capital Group, Inc. 2016 Omnibus Incentive Plan (the “Plan”), the Administrator has determined
that it is to the advantage and best interest of the Company to grant to the Optionee an option to purchase the number of Shares
(the “Shares”) set forth on the Grant Notice, at the exercise price per Share set forth on the Grant Notice,
and in all respects subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference,
and this Agreement (the “Option”). 


 


B.            Unless otherwise defined herein, capitalized
terms used in this Agreement shall have the meanings set forth in the Plan. For purposes of this Agreement, the following definitions
shall apply:


 


1.            “Termination” shall
mean the termination of service of the Optionee with the Company and all Affiliates thereof shall terminate


 


2.            “Termination Date”
shall mean the date of the Termination.


 


NOW, THEREFORE, in consideration of the
mutual agreements contained herein, the Optionee and the Company hereby agree as follows:


 


1.             Acceptance of Agreement. Optionee has reviewed all of the provisions of the Plan and this Agreement. Optionee hereby
agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator on questions relating to
the Plan and this Agreemen. The Optionee’s electronic signature of this Agreement shall have the same validity and effect
as a signature affixed by hand. The Company may, in its sole discretion, decide to deliver any documents related to the Optionee’s
current or future participation in the Plan by electronic means.  The Optionee hereby consents to receive such documents by
electronic delivery and agrees to participate in the Plan through an on-line or electronic system, if any, established and maintained
by the Company or a third party designated by the Company.


 


2.             Grant and Terms of Stock Option.


 


2.1           Grant of Option. Pursuant to this Agreement, the Company has granted to the Optionee the right and option to purchase,
subject to the terms and conditions set forth in the Plan and this Agreement, all or any part of the number of Shares set forth
on the Grant Notice at a purchase price per Share equal to the exercise price per Share set forth on the Grant Notice. An Option
granted pursuant to the Grant Notice and this Agreement shall be a Nonqualified Stock Option.


 


2.2           Vesting and Term of Option. This Section 2.2 is subject to the provisions of the Plan and the other provisions of
this Agreement.


 


2.2.1        This Option shall vest and become exercisable in equal annual installments during the Vesting Period on each anniversary
of the Date of Grant (each such date, a “Vesting Date”) subject to the Optionee not experiencing a Termination
prior to an applicable Vesting Date.


 


2.2.2        The “Term” of this Option shall begin on the Date of Grant set forth in the Grant Notice and end on the
expiration of the Term specified in the Grant Notice. No portion of this Option may be exercised after the expiration of the Term.


 






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2.2.3        In the event of Termination for any reason other than death, Disability, or Cause:


 


2.2.3.1     
the portion of this Option that is not vested and exercisable as of the Termination Date shall not continue to vest and
shall be immediately cancelled and terminated; and


 


2.2.3.2     
the portion of this Option that is vested and exercisable as of the Termination Date shall terminate and be cancelled on
the earlier of:


 


 (a)            the expiration of the Term
and


 


 (b)            ninety (90) days after such
Termination Date.


 


2.2.4        In the event of Termination due to death or Disability:


 


2.2.4.1     
the portion of this Option that is not vested and exercisable as of the Termination Date shall not continue to vest and
shall be immediately cancelled and terminated; and


 


2.2.4.2     
the portion of this Option that is vested and exercisable as of the Termination Date shall terminate and be cancelled on
the earlier of (a) the expiration of the Term and (b) the date that is six (6) months after such of the Termination Date.


 


2.2.5        In the event of Termination for Cause, or if, after the Termination, the Administrator determines that Cause existed before
such Termination, this entire Option shall not continue to vest, shall be cancelled and terminated as of the Termination Date,
and shall no longer be exercisable as to any Shares, whether or not previously vested.


 


3.             Method of Exercise.


 


3.1            Method of Exercise. Each election to exercise the Option shall be subject to the terms and conditions of the Plan
and shall be in writing, signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any
restrictions provided under the Plan), made pursuant to and in accordance with the terms and conditions set forth in the Plan and
received by the Company at its principal offices, accompanied by payment in full as provided in the Plan or in this Agreement.
Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise,
which conditions may vary by country and which may be subject to change from time to time. Upon the Company’s determination
that the Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Optionee’s
name for such Shares. However, the Company shall not be liable to the Optionee for damages relating to any reasonable delays in
issuing the certificates to the Optionee, any loss of the certificates, or any mistakes or errors in the issuance of the certificates
or in the certificates themselves which it promptly undertakes to correct.


 


3.2            Restrictions on Exercise. No Shares will be issued pursuant to the exercise of this Option unless and until there
shall have been full compliance with all applicable requirements of the Securities Act of 1933, as amended (whether by registration
or satisfaction of exemption conditions), all applicable listing requirements of any national securities exchange or other market
system on which the Common Stock is then listed and all applicable requirements of any Applicable Laws and of any regulatory bodies
having jurisdiction over such issuance. As a condition to the exercise of this Option, the Company may require the Optionee to
make any representation and warranty to the Company as may be necessary or appropriate, in the judgment of the Administrator, to
comply with any Applicable Law.


 


3.3            Method of Payment. Payment of the exercise price shall be made in full at the time of exercise (a) by the delivery
of cash or check acceptable to the Administrator, including an amount to cover the withholding taxes (as provided in Section 7.11)
with respect to such exercise, or (b) any other method, if any, approved by the Administrator, including (i) by means of consideration
received under any cashless exercise procedure, if any, approved by the Administrator (including the withholding of Shares otherwise
issuable upon exercise) or (ii) any other form of consideration approved by the Administrator and permitted by Applicable
Laws.


 






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3.4            No Rights as a Stockholder. Until the Shares are issued to the Optionee (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other
rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option.


 


4.             Non-Transferability of Option. Except as provided below, this Option may not be sold, assigned transferred in any
manner, pledged or otherwise encumbered other than by will or by the laws of descent or distribution or to a beneficiary designated
pursuant to the Plan, and may be exercised during the lifetime of Optionee only by Optionee or the Optionee’s guardian or
legal representative. Subject to all of the other terms and conditions of this Agreement, following the death of Optionee, this
Option may, to the extent it is vested and exercisable by Optionee in accordance with its terms on the Termination Date, be exercised
by Optionee’s executor or administrator, or the person or persons to whom the Optionee’s rights under this Agreement
shall pass by will or by the laws of descent and distribution as the case may be. Any heir or legatee of the Optionee shall take
rights herein granted subject to the terms and conditions hereof.


 


5.             Restrictions; Restrictive Legends. Ownership and transfer of Shares issued pursuant to the exercise of this Option
will be subject to the provisions of, including ownership and transfer restrictions (including, without limitation, ownership and
transfer restrictions imposed by applicable gaming laws) contained in, the Company’s Certificate of Incorporation, as amended
from time to time, restrictions imposed by Applicable Laws and restrictions set forth or referenced in legends imprinted on certificates
representing such Shares.


 


6.             Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent
that this Option had not been previously exercised, it will terminate immediately prior to the consummation of such proposed dissolution
or liquidation. In such instance, the Administrator may, in the exercise of its sole discretion, declare that this Option will
terminate as of a date fixed by the Administrator and give the Optionee the right to exercise this Option prior to such date as
to all or any part of the optioned stock, including Shares as to which this Option would not otherwise be exercisable.


 


7.             General.


 


7.1            Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware applicable
to agreements made and to be performed entirely in Delaware, without regard to the conflicts of law provisions of Delaware or any
other jurisdiction.


 


7.2            Community Property. Without prejudice to the actual rights of the spouses as between each other, for all purposes
of this Agreement, the Optionee shall be treated as agent and attorney-in-fact for that interest held or claimed by his or her
spouse with respect to this Option and the parties hereto shall act in all matters as if the Optionee was the sole owner of this
Option. This appointment is coupled with an interest and is irrevocable.


 


7.3            Services as a Director. Optionee acknowledges and agrees that the vesting of this Option is earned only by his or
her continuing services as a director of the Company (not through the act of being appointed as a director, being granted this
Option or acquiring shares hereunder). Optionee further acknowledges and agrees that nothing in this Agreement, nor in the Plan
which is incorporated herein by reference, shall confer upon Optionee any right with respect to continuation of his or her services
as a director, nor shall it interfere in any way with the right to terminate his or her services as a director of the Company at
any time, with or without cause.


 


7.4            Application to Other Stock. In the event any capital stock of the Company or any other corporation shall be distributed
on, with respect to, or in exchange for Shares as a stock dividend, stock split, reclassification or recapitalization in connection
with any merger or reorganization or otherwise, all restrictions, rights and obligations set forth in this Agreement shall apply
with respect to such other capital stock to the same extent as they are, or would have been applicable, to the Shares on or with
respect to which such other capital stock was distributed, and references to "Company" in respect of such distributed
stock shall be deemed to refer to the company to which such distributed stock relates.


 






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7.5            No Third-Party Benefits. Except as otherwise expressly provided in this Agreement, none of the provisions of this
Agreement shall be for the benefit of, or enforceable by, any third-party beneficiary.


 


7.6            Successors and Assigns. Except as provided herein to the contrary, this Agreement shall be binding upon and inure
to the benefit of the parties, their respective successors and permitted assigns.


 


7.7            No Assignment. Except as otherwise provided in this Agreement, the Optionee may not assign any of his, her or its
rights under this Agreement without the prior written consent of the Company, which consent may be withheld in its sole discretion.
The Company shall be permitted to assign its rights or obligations under this Agreement so long as such assignee agrees to perform
all of the Company's obligations hereunder.


 


7.8            Severability. The validity, legality or enforceability of the remainder of this Agreement shall not be affected even
if one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable in any respect.


 


7.9            Equitable Relief. The Optionee acknowledges that, in the event of a threatened or actual breach of any of the provisions
of this Agreement, damages alone will be an inadequate remedy, and such breach will cause the Company great, immediate and irreparable
injury and damage. Accordingly, the Optionee agrees that the Company shall be entitled to injunctive and other equitable relief,
and that such relief shall be in addition to, and not in lieu of, any remedies it may have at law or under this Agreement.


 


7.10          Jurisdiction. Any suit, action or proceeding with respect to this Agreement, or any judgment entered by any court
in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of Delaware, and the Company and
the Optionee hereby submit to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or
judgment. The Optionee and the Company hereby irrevocably waive (i) any objections which it may now or hereafter have to the laying
of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction
in the State of Delaware, (ii) any claim that any such suit, action or proceeding brought in any such court has been brought in
any inconvenient forum and (iii) any right to a jury trial.


 


7.11          Taxes. By signing this Agreement, the Optionee represents that he or she has reviewed with his or her own tax advisors
the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement and that he or she is
relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Optionee
understands and agrees that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result
of the transactions contemplated by this Agreement.


 


7.12          Headings. The section headings in this Agreement are inserted only as a matter of convenience, and in no way define,
limit, extend or interpret the scope of this Agreement or of any particular section.


 


7.13          Number and Gender. Throughout this Agreement, as the context may require, (a) the masculine gender includes the feminine
and the neuter gender includes the masculine and the feminine; (b) the singular tense and number includes the plural, and the plural
tense and number includes the singular; (c) the past tense includes the present, and the present tense includes the past; (d) references
to parties, sections, paragraphs and exhibits mean the parties, sections, paragraphs and exhibits of and to this Agreement; and
(e) periods of days, weeks or months mean calendar days, weeks or months.


 


7.14          Data Privacy. Optionee agrees that all of Optionee’s information that is described or referenced in this Agreement
and the Plan may be used by the Company, its affiliates and the designated broker and its affiliates to administer and manage Optionee’s
participation in the Plan.


 


7.15          Acknowledgments of Optionee. Optionee has reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement, fully understands all provisions of the Plan and this Agreement
and, by accepting the Notice of Grant, acknowledges and agrees to all of the provisions of the Grant Notice, the Plan and this
Agreement.


 






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7.16          Complete Agreement. The Grant Notice, this Stock Option Agreement and the Plan constitute the parties’ entire
agreement with respect to the subject matter hereof and supersede all agreements, representations, warranties, statements, promises
and understandings, whether oral or written, with respect to the subject matter hereof. In the event of any inconsistency between
the Plan and this Agreement, the terms of the Plan shall control.


 


7.17          Waiver.  The Optionee acknowledges that a waiver by the Company of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Optionee.


 


7.18          Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same instrument.


 


7.19          Amendments and Termination.  To the extent permitted by the Plan, this Agreement may be wholly or partially
amended, altered or terminated at any time or from time to time by the Administrator or the Board, but no amendment, alteration
or termination shall be made that would materially impair the rights of an Optionee under the Option without such Optionee’s
consent. If it is determined that the terms of this Agreement have been structured in a manner that would result in adverse tax
treatment under Section 409A of the Code, the parties agree to cooperate in taking all reasonable measures to restructure the arrangement
to minimize or avoid such adverse tax treatment without materially impairing Optionee’s economic rights.


 


7.20          Waiver of Jury Trial. TO THE EXTENT EITHER PARTY INITIATES LITIGATION INVOLVING THIS AGREEMENT OR ANY ASPECT OF THE
RELATIONSHIP BETWEEN US (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED IN SUCH LITIGATION), ALL OF THE PARTIES WAIVE THEIR
RIGHT TO A TRIAL BY JURY. THIS WAIVER WILL APPLY TO ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION, INCLUDING
CLAIMS RELATED TO THE ENFORCEMENT OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATE OR FEDERAL STATUTORY VIOLATIONS, FRAUD,
MISREPRESENTATION, OR SIMILAR CAUSES OF ACTION, AND IN CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN
OR AMONG US OR BETWEEN OR AMONG ANY OF OUR OWNERS, AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS.


 








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