Exhibit 10.18


 


Restricted
Stock Agreement for


Outside
Directors under


Assured Guaranty Ltd. 2004 Long-Term Incentive Plan


 


THIS AGREEMENT, entered into as of the Grant
Date (as defined in paragraph 1), by and between the Director and Assured
Guaranty Ltd. (the “Company”):


 


WITNESSETH
THAT:


 


WHEREAS, the Company maintains the Assured
Guaranty Ltd. 2004 Long-Term Incentive Plan, as amended
and restated as of May 7, 2009,
and as further amended thereafter from time to time (the “Plan”), and the Director has been selected by the
committee administering the Plan (the “Committee”) to receive a Restricted
Stock Award under the Plan; and


 


NOW, THEREFORE, IT IS AGREED, by and between
the Company and the Director, as follows:


 


1.  Terms of Award.  The following words and phrases
used in this Agreement shall have the meanings set forth in this paragraph 1:


 


(a)                                  The “Director” is                              .


 


(b)                                 The “Grant Date” is                                                                            .


 


(c)                                  The number of “Covered Shares” shall be                     
shares of Stock.


 


Other words and phrases
used in this Agreement are defined pursuant to
paragraph 15 or elsewhere in this Agreement.


 


2.  Restricted
Stock Award.  This Agreement
specifies the terms of the “Restricted Stock Award” granted to the Director.


 


3.  Restricted Period.  Subject to the limitations of this
Agreement, the “Restricted Period” for the Covered Shares of the
Restricted Stock Award shall begin on the Grant Date and end on the day immediately
prior to the next annual shareholders meeting during which elections for
directors are held following the Grant Date.


 


The Restricted Period shall end prior to the date
specified above to the extent set forth below:


 


(a)           The Restricted Period shall end on the date the
Director ceases to be a director of the Company (and is not otherwise employed
by the Company or its Subsidiaries), if the Director ceases to be
a director by reason of his Disability or death.  The Director shall be considered to have a “Disability”
if the Nominating and Governance Committee of the Board of Directors determines
that he is unable to serve as a Director as a result of a medically
determinable physical or mental impairment.


 

















 


(b)           The Restricted Period shall end upon a Change in Control
(as defined in the Plan), provided that such Change in Control occurs on or
before the date the Director ceases to be a director of the Company.


 


4.  Transfer and
Forfeiture of Shares.  If the
Restricted Period with respect to the Covered Shares ends on or before the date
the Director ceases to be a director of the Company, then at the end of such
Restricted Period, the Covered Shares shall be transferred to the Director free
of all restrictions.  If the Restricted
Period with respect to the Covered Shares does not end on or before the date
the Director ceases to be a director of the Company, then as of the date the
Director ceases to be a director of the Company, the Director shall forfeit all
Covered Shares.


 


5.  Transferability.  Except as otherwise provided by the
Committee, the Restricted Stock Award may not be sold, assigned, transferred,
pledged or otherwise encumbered during the Restricted Period.


 


6.  Dividends.  The Director shall be entitled to receive any
dividends paid with respect to the Covered Shares that become payable during
the Restricted Period.  Any dividends
shall be payable to the Director in cash. 
The Director shall not be prevented from receiving dividends and
distributions paid on the Covered Shares of Restricted Stock merely because
those shares are subject to the restrictions imposed by this Agreement and the
Plan; provided, however that no dividends or distributions shall be payable to
or for the benefit of the Director with respect to record dates for such dividends
or distributions for any Covered Shares occurring on or after the date, if any,
on which the Director has forfeited those shares.


 


7.  Voting.  The Director shall be entitled to vote the
Covered Shares during the Restricted Period to the same extent as would have
been applicable to the Director if the Director was then vested in the shares;
provided, however, that the Director shall not be entitled to vote Covered
Shares with respect to record dates for any Covered Shares occurring on or
after the date, if any, on which the Director has forfeited those shares.


 


8.  Registration of
Restricted Stock Award.  Each
certificate issued in respect of the Covered Shares awarded under this
Agreement shall be registered in the name of the Director.


 


9.  Heirs and Successors.  This Agreement shall be binding upon, and
inure to the benefit of, the Company and its successors and assigns, and upon
any person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company’s assets and business.  If any benefits deliverable to the Director
under this Agreement have not been delivered at the time of the
Director’s death, such benefits shall be delivered to the Designated
Beneficiary, in accordance with the provisions of this Agreement
and the Plan.  The “Designated
Beneficiary” shall be the beneficiary or beneficiaries designated by the
Director in a writing filed with the Committee in such form and at such time as
the Committee shall require.  If a
deceased Director fails to designate a beneficiary, or if the Designated
Beneficiary does not survive the Director, any rights that would have been
exercisable by the Director and any benefits distributable to the Director
shall be distributed to the legal representative of the estate of the
Director.  If a deceased Director
designates a beneficiary and the Designated Beneficiary survives the Director
but dies before the complete distribution of benefits to the Designated 


 


2

















 


Beneficiary under this
Agreement, then any benefits distributable to the Designated
Beneficiary shall be distributed to the legal representative of the estate of
the Designated Beneficiary.


 


10.  Administration.  The authority to manage and control the operation
and administration of this Agreement shall be vested in the
Committee, and the Committee shall have all powers with respect to this
Agreement as it has with respect to the Plan.  Any interpretation of this Agreement by the
Committee and any decision made by it with respect to this Agreement is final
and binding on all persons.


 


11.  Plan Governs.  Notwithstanding anything in this
Agreement to the contrary, this Agreement shall be subject to the
terms of the Plan, a copy of which may be obtained by the Director from the
office of the Secretary of the Company; and this Agreement
is subject to all interpretations, amendments, rules and regulations
promulgated by the Committee from time to time pursuant to the Plan.


 


12.  Notices.  Any written notices provided for in this
Agreement or the Plan shall be in writing and shall be deemed
sufficiently given if either hand delivered or if sent by fax or overnight
courier, or by postage paid first class mail. 
Notices sent by mail shall be deemed received three business days after
mailing but in no event later than the date of actual receipt.  Notices shall be directed, if to the
Director, at the Director’s address indicated by the Company’s records, or if
to the Company, at the Company’s principal executive office.


 


13.  Fractional Shares.  In lieu of issuing a fraction of a share,
resulting from an adjustment of the Restricted Stock Award pursuant to the Plan
or otherwise, the Company will be entitled to pay to the Director an amount
equal to the fair market value of such fractional share.


 


14.  Amendment.  This Agreement
may be amended in accordance with the provisions of the Plan, and may otherwise
be amended by written agreement of the Director and the Company without the
consent of any other person.


 


15.  Plan Definitions.  Except where the context clearly implies or
indicates the contrary, a word, term, or phrase used in the Plan is similarly
used in this Agreement.


 


IN WITNESS WHEREOF, the
Director has executed the Agreement, and the Company has caused these presents
to be executed in its name and on its behalf, all as of the Grant Date.


 


Assured Guaranty Ltd.


	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  James Michener

  	
   

  
	
  Its:

  	
  General Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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