Exhibit 10.28


 


RESTRICTED
SHARE UNIT AGREEMENT


PURSUANT
TO THE


INTERNATIONAL
GENERAL INSURANCE HOLDINGS LTD. 2020 OMNIBUS INCENTIVE PLAN


 


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Participant: __________________________


 


Grant
Date: __________________________


 


Number
of Restricted Share Units Granted: _____________________


 


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THIS
RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered
into by and between International General Insurance Holdings Ltd., a Bermuda exempted company (the “Company”),
and the Participant specified above, pursuant to the International General Insurance Holdings Ltd. 2020 Omnibus Incentive Plan,
as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and


 


WHEREAS,
it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Share Units
(“RSUs”) provided herein to the Participant.


 


NOW,
THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration,
the parties hereto hereby mutually covenant and agree as follows:


 


1.
Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions
of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments
are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement
shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of
the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict
between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.


 


2.
Grant of Restricted Share Unit Award. The Company hereby grants to the Participant, as of the Grant Date specified
above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that
nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential
future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends
in cash or other property, distributions or other rights in respect of the Common Shares underlying the RSUs, except as otherwise
specifically provided for in the Plan or this Agreement.


 






     


     


    

 


3.
Vesting.


 


(a)
Subject to the provisions of Sections 3(b) and 3(c) hereof, the RSUs subject to this Award shall become vested as follows, provided
that the Participant has not incurred a Termination prior to each such vesting date:


 


	Vesting Date	 	Number of RSUs
	[●]	 	[●]
	[●]	 	[●]
	[●]	 	[●]
	[●]	 	[●]



 


There
shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the
appropriate vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on
each applicable vesting date.


 


(b)
Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide
for accelerated vesting of the RSUs at any time and for any reason.


 


(c)
[Termination Following a Change in Control. All unvested RSUs shall become fully vested upon the occurrence of the
Participant’s Termination, other than for Cause, during the 12-month period following a Change in Control.]


 


(d)
Forfeiture. Except as provided pursuant to Section 3(c) above, and subject to the Committee’s discretion to accelerate
vesting hereunder, all unvested RSUs shall be immediately forfeited upon the Participant’s Termination for any reason.


 


4.
Delivery of Shares.


 


(a)
General. Subject to the provisions of Sections 4(b) and 4(c) hereof, within thirty (30) days following the vesting of the
RSUs, the Participant shall receive the number of Common Shares equal to the number of RSUs that have become vested on the applicable
vesting date; provided that the Participant shall be obligated to pay to the Company the aggregate par value of the Common
Shares to be issued within ten (10) days following the issuance of such shares unless such shares have been transferred out of
treasury by the Company.


 


(b)
Blackout Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction
imposed by the Company on the date such issuance would otherwise be made pursuant to Section 4(a) hereof, such issuance shall
be instead made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii)
the later of (A) the end of the calendar year in which such issuance would otherwise have been made and (B) a date that is immediately
prior to the expiration of two and one-half months following the date such issuance would otherwise have been made hereunder.


 






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(c)
[For US Employees: Deferrals. If permitted by the Company, the Participant may elect, subject to the terms and conditions
of the Plan and any other applicable written plan or procedure adopted by the Company from time to time for purposes of such election,
to defer the issuance of all or any portion of the Common Shares that would otherwise be issued to the Participant hereunder (the
“Deferred Shares”), consistent with the requirements of Section 409A of the Code. Upon the vesting of such
RSUs, the applicable number of Deferred Shares shall be credited to a bookkeeping account established on the Participant’s
behalf (the “Account”). Subject to Section 5 hereof, the number of Common Shares equal to the number of Deferred
Shares credited to the Participant’s Account shall be issued to the Participant in accordance with the terms and conditions
of the Plan and the other applicable written plans or procedures of the Company, consistent with the requirements of Section 409A
of the Code.]


 


5.
Dividends; Rights as Shareholder. Cash dividends paid on Common Shares issuable hereunder shall be credited to a
dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided
that such cash dividends shall not be deemed to be reinvested in Common Shares and shall be held uninvested and without interest
and paid in cash at the same time that the Common Shares underlying the RSUs are delivered to the Participant in accordance with
the provisions hereof. Dividends in specie consisting of shares of the Company (“share dividends”) paid on Common
Shares shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the
Participant, provided that such share dividends shall be paid in Common Shares at the same time that the Common Shares
underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Except as otherwise provided herein,
the Participant shall have no rights as a shareholder with respect to any Common Shares covered by any RSU unless and until the
Participant has become the holder of record of such shares.


 


6.
Non-Transferability. No portion of the RSUs or the Common Shares underlying the RSUs may be sold, assigned, transferred,
encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the RSUs as provided
herein, unless and until with respect to any portion or tranche of RSUs (i) such portion or tranche of RSUs have vested, (ii)
payment is made in respect of all vested RSUs in accordance with the provisions hereof and (iii) the Participant has become the
holder of record of the Common Shares underlying such vested RSUs and issuable hereunder in which case such Common Shares underlying
the vested RSUs may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant.


 


7.
Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be
governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles
thereof.


 






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8.
Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant
to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind which the Company,
in its sole discretion, deems necessary to be withheld or remitted to comply with any applicable law, rule or regulation with
respect to the RSUs and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any of the Common
Shares otherwise required to be issued pursuant to this Agreement. Any minimum statutorily required withholding obligation with
regard to the Participant may, with the consent of the Committee, be satisfied by reducing the amount of Common Shares otherwise
deliverable to the Participant hereunder.


 


9.
Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities
law restrictions on all certificates representing the Common Shares issued pursuant to this Agreement. The Participant shall,
at the request of the Company, promptly present to the Company any and all certificates representing the Common Shares acquired
pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section 9.


 


10.
Securities Representations. This Agreement is being entered into by the Company in reliance upon the following express
representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:


 


(a)
The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the
Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this
Section 10.


 


(b)
If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Common Shares issuable hereunder
must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional
registration statement (or a “re-offer prospectus”) with regard to the Common Shares and the Company is under no obligation
to register such Common Shares (or to file a “re-offer prospectus”).


 


(c)
If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that
(i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the
Common Shares of the Company, (B) adequate information concerning the Company is then available to the public, and (C) other terms
and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the Common Shares issuable hereunder
may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.


 


11.
Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties
hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether
written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion,
to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be
modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the
Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.


 






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12.
Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall
be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall
be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as
the Participant may have on file with the Company.


 


13.
No Right to Employment. Any questions as to whether and when there has been a Termination and the cause of such
Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit
in any way the right of the Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service
at any time, for any reason and with or without Cause.


 


14.
Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by
the Company (or any Subsidiary) of any personal data information related to the RSUs awarded under this Agreement for legitimate
business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given
by the Participant.


 


15.
Compliance with Laws. The grant of RSUs and the issuance of the Common Shares hereunder shall be subject to, and
shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations
(including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and
regulations promulgated thereunder) and any other law, rule regulation or exchange requirement applicable thereto. The Company
shall not be obligated to issue the RSUs or any of the Common Shares pursuant to this Agreement if any such issuance would violate
any such requirements. As a condition to the settlement of the RSUs, the Company may require the Participant to satisfy any qualifications
that may be necessary or appropriate to evidence compliance with any applicable law or regulation.


 


16.
Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable
by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any
part of this Agreement without the prior express written consent of the Company.


 


17.
Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be a part of this Agreement.


 


18.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same instrument.


 


19.
Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further
acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably
may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of
the transactions contemplated thereunder.


 






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20.
Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not
affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality
or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations
of the parties hereunder shall be enforceable to the fullest extent permitted by law.


 


21.
Acquired Rights. The Participant acknowledges and agrees that: (a) the Company, acting by its Board of Directors,
may terminate or amend the Plan at any time; (b) the Award of RSUs made under this Agreement is completely independent of any
other award or grant and is made at the sole discretion of the Board of Directors or Committee, as applicable; (c) no past grants
or awards (including, without limitation, the RSUs awarded hereunder) give the Participant any right to any grants or awards in
the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary,
and shall not be considered as part of such salary in the event of severance, redundancy or resignation.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


 


	 	INTERNATIONAL
    GENERAL INSURANCE HOLDINGS LTD.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	PARTICIPANT
	 		 
	 	 	 
	 	 	 
	 	Name:	                    


 


 


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