EX-4.5


 Exhibit 4.5 

NAVIGATOR HOLDINGS LTD. 

2013 LONG TERM INCENTIVE PLAN 

RESTRICTED STOCK AGREEMENT FOR DIRECTORS 

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock (“Notice of
Grant”) by and between Navigator Holdings Ltd., a Marshall Islands company (the “Company”), and you; 

WHEREAS, the Company, in order to induce you to continue your dedicated service as a director of the Company and to provide further
incentive for you to materially contribute to the success of the Company, agrees to grant you this restricted stock award; 

WHEREAS, the Company adopted the Navigator Holdings Ltd. 2013 Long-Term Incentive Plan as it may be amended from time to time (the
“Plan”) under which the Company is authorized to grant restricted stock awards to directors of the Company; 

WHEREAS, a copy of the Plan has been furnished to you and shall be deemed a part of this restricted stock award agreement
(“Agreement”) as if fully set forth herein and the terms capitalized but not defined herein shall have the meanings set forth in the Plan; and 

WHEREAS, you desire to accept the restricted stock award made pursuant to this Agreement. 

NOW, THEREFORE, in consideration of and mutual covenants set forth herein and for other valuable consideration hereinafter set forth,
the parties agree as follows: 
 1. The Grant. Subject to the conditions set forth below, the Company hereby grants you effective as
of the Date of Grant set forth in the Notice of Grant, as a matter of separate inducement but not in lieu of any compensation for your services for the Company, an award (the “Award”) consisting of the aggregate number of
shares of Stock set forth in the Notice of Grant in accordance with the terms and conditions set forth herein and in the Plan generally and with respect to Restricted Stock (the “Restricted Shares”). 

2. Escrow of Restricted Shares. The Company shall evidence the Restricted Shares in the manner that it deems appropriate. The Company
may issue in your name a certificate or certificates representing the Restricted Shares and retain that certificate or those certificates until the restrictions on such Restricted Shares expire as contemplated in Section 5 of this Agreement and
described in the Notice of Grant or the Restricted Shares are forfeited as described in Sections 4 and 6 of this Agreement. If the Company certificates the Restricted Shares, you shall execute one or more stock powers in blank for those certificates
and deliver those stock powers to the Company. The Company shall hold the Restricted Shares and the related stock powers pursuant to the terms of this Agreement, if applicable, until such time as (a) a certificate or certificates for the
Restricted Shares are delivered to you, (b) the Restricted Shares are otherwise transferred to you free of restrictions, or (c) the Restricted Shares are canceled and forfeited pursuant to this Agreement. 






 3. Ownership of Restricted Shares. From and after the time the Restricted Shares are
issued in your name, you will be entitled to all the rights of absolute ownership of the Restricted Shares, including the right to vote those shares and to receive dividends thereon if, as, and when declared by the Board, subject, however, to the
terms, conditions and restrictions set forth in this Agreement; provided, however, that each dividend payment will be made no later than the end of the calendar year in which the dividends are paid to the holders of Stock or, if later,
the 15th day of the third month following the date the dividends are paid to the holders of Stock. Unless otherwise determined by the Committee, any dividends, whether in cash or in kind, which are paid on a Restricted Share shall not be subject to
any restrictions or risks of forfeiture which may be associated with the Restricted Share with respect to which such dividend has been paid. 

4. Restrictions; Forfeiture. The Restricted Shares are restricted in that they may not be sold, transferred or otherwise alienated or
hypothecated until these restrictions are removed or expire as contemplated in Section 5 of this Agreement and as described in the Notice of Grant. The Restricted Shares are also restricted in the sense that they may be forfeited to the Company
(the “Forfeiture Restrictions”). You hereby agree that if the Restricted Shares are forfeited, as provided in Section 6, the Company shall have the right to deliver the Restricted Shares to the Company’s transfer
agent for, at the Company’s election, cancellation or transfer to the Company. 
 5. Expiration of Restrictions and Risk of
Forfeiture. The restrictions on the Restricted Shares granted pursuant to this Agreement will expire and the Restricted Shares will become transferable, except to the extent provided in Section 13 of this Agreement, and nonforfeitable as
set forth in the Notice of Grant, provided that you remain a director of the Company until the applicable dates set forth therein. Notwithstanding the foregoing, if your service with the Company is terminated by reason of your death or Disability
(as defined below), the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions. “Disability” shall mean your being unable to perform you duties by reason of any 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 three months as determined by the Employer and certified in writing by a competent medical
physician selected by the Employer. 
 6. Leave of Absence. With respect to the Award, the Company may, in its sole discretion,
determine that if you are on leave of absence for any reason you will be considered to still be in the services of the Company, provided that rights to the Restricted Shares during a leave of absence will be limited to the extent to which those
rights were earned or vested when the leave of absence began. 
 7. Delivery of Stock. Promptly following the expiration of the
restrictions on the Restricted Shares as contemplated in Section 5 of this Agreement, the Company shall cause to be issued and delivered to you or your designee a certificate or other evidence of the number of Restricted Shares as to which
restrictions have lapsed, free of any restrictive legend relating to the lapsed restrictions, upon receipt by the Company of any tax withholding as may be requested pursuant to Section 9. The value of such Restricted Shares shall not bear any
interest owing to the passage of time. 

  
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 8. Payment of Taxes. The Company may require you to pay to the Company an amount the
Company deems necessary to satisfy its current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding, you may (a) direct the Company
to withhold from the shares of Stock to be issued to you under this Agreement the number of shares necessary to satisfy the Company’s obligation to withhold taxes; which determination will be based on the shares’ fair market value at the
time such determination is made; (b) deliver to the Company shares of Stock sufficient to satisfy the Company’s tax withholding obligations, based on the shares’ fair market value at the time such determination is made; or
(c) deliver cash to the Company sufficient to satisfy its tax withholding obligations. If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the
Company prescribes. The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a) or (b). In the event the Company determines that the aggregate fair market
value of the shares of Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must pay to the Company, in cash, the amount of that deficiency immediately upon the
Company’s request. 
 9. Compliance with Securities Law. The Company shall have the right, but not the obligation, to cause the
Restricted Shares to be registered under the appropriate rules and regulations of the Securities and Exchange Commission. The Company shall not be required to deliver any Shares hereunder if, in the opinion of counsel for the Company, such delivery
would violate the Securities Act of 1933 or any other applicable federal or state securities laws or regulations. 
 10. Legends. The
Company may at any time place legends referencing any restrictions imposed on the shares pursuant to this Agreement on all certificates representing shares issued with respect to this Award. 

11. Right of the Company and Subsidiaries to Terminate Services. Nothing in this Agreement confers upon you the right to continue in the
service of the Company, or interfere in any way with the rights of the Company to terminate your service relationship at any time. 
 12.
Furnish Information. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation. 

13. Remedies. The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in
connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise. 

14. No Liability for Good Faith Determinations. The Company and the members of the Board shall not be liable for any act, omission or
determination taken or made in good faith with respect to this Agreement or the Restricted Shares granted hereunder. 

  
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 15. Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of
shares of Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The
Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine. 

16. Clawback. Notwithstanding any provisions in the Agreement to the contrary, any compensation, payments, or benefits provided
hereunder (or profits realized from the sale of the Common Stock delivered hereunder), whether in the form of cash or otherwise, shall be subject to a clawback to the extent necessary to comply with the requirements of any applicable law, including
but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, section 304 of the Sarbanes Oxley Act of 2002, or any regulations promulgated thereunder. 

17. No Guarantee of Interests. The Board and the Company do not guarantee the Stock of the Company from loss or depreciation. 

18. Notice. All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall
be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail. 

19. Waiver of Notice. Any person entitled to notice hereunder may waive such notice in writing. 

20. Information Confidential. As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential
all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed
as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to
recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you. 

21. Successors. This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the
Company, its successors and assigns. 
 22. Severability. If any provision of this Agreement is held to be illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included
herein. 
 23. Company Action. Any action required of the Company shall be by resolution of the Board or by a person or entity
authorized to act by resolution of the Board. 

  
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 24. Headings. The titles and headings of Sections are included for convenience of
reference only and are not to be considered in construction of the provisions hereof. 
 25. Governing Law. All questions arising with
respect to the provisions of this Agreement shall be determined by application of the laws of the state of New York, without giving any effect to any conflict of law provisions thereof. The exclusive venue for the resolution of any dispute relating
to this Agreement shall be in the state and federal courts located in the state of New York, and the parties hereby expressly consent to the jurisdiction of those courts. The obligation of the Company to sell and deliver Stock hereunder is subject
to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock. 

26. Amendment. This Agreement may be amended by the Board or by the Committee at any time (a) if the Board or the Committee
determines, in its sole discretion, that amendment is necessary or advisable in light of any addition to or change in any federal or state, tax or securities law or other law or regulation, which change occurs after the Date of Grant and by its
terms applies to the Award; or (b) other than in the circumstances described in clause (a) or provided in the Plan, with your consent. 

27. The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan. 

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