Exhibit 10.19


 


Non-Qualified
Stock Option 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 Non-Qualified Stock Option 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.


 


(d)                                 The “Exercise Price” is $                          
per share.


 


Other words and phrases
used in this Agreement are defined pursuant to the Plan or elsewhere in this
Agreement.


 


2.  Non-Qualified
Stock Option.  This
Agreement specifies the terms of the option (the “Option”) granted to the Director
to purchase the number of Covered Shares of Stock at the Exercise Price per
share as set forth in paragraph 1.  The
Option is granted for the Plan Year (as defined below) beginning with the
Annual General Meeting occurring in 2009. 
The Option is not intended to constitute an “incentive stock option” as
that term is used in Code section 422.


 


3.  Date of Exercise.  Subject to the limitations of this
Agreement, the Option shall be exercisable with respect to all
Covered Shares on the last day of the Plan Year for which it is granted,
provided that the Director is a director of the Company or an employee of the
Company or a Subsidiary on that date. 
The Option shall become exercisable with respect to all Covered Shares
prior to the date specified above to the extent set forth below:


 


(a)                                  The Option shall be exercisable with respect
to all Covered Shares 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 Retirement, Disability or death.


 

















 


(b)                                 The Option shall be exercisable with respect
to all Covered Shares 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 and an employee
of the Company or a Subsidiary.


 


The application of this paragraph 3 and paragraph
4 shall be subject to the following:


 


(A)                              The Director shall be considered to have ceased to be a director of the
Company by reason of “Retirement” if the Director has satisfied both of the
following requirements (i) the Director has served as a director of the
Company for five full Plan Years (or partial years as may be permitted by the
Nominating and Governance Committee of the Board of Directors); and (ii) the
Director ceases to be a member of the Board on the last day of his Term.  The last day of the Director’s Term is
the date on which the Director’s tenure as a member of the Board is scheduled
to cease under the Company’s bye-laws in the absence of reelection.


 


(B)                                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 of the Company as a result of a medically
determinable physical or mental impairment.


 


(C)                                For purposes of this Agreement, the term “Plan Year” means the period
beginning on the date of an Annual General Meeting and ending on the date
immediately preceding the next Annual General Meeting.


 


(D)                               The Option may be exercised on or after the date the
Director ceases to be a director of the Company and an employee of
the Company or a Subsidiary only as to that portion of the Covered Shares for
which it was exercisable immediately prior to (or became exercisable on) the
date the Director ceases to be a director of the Company and an employee of the
Company or a Subsidiary.


 


4.  Expiration.  The Option shall not be exercisable after the
Company’s close of business on the last business day that occurs prior to the
Expiration Date.  The “Expiration Date”
shall be the earliest to occur of:


 


(a)                                  the ten-year anniversary of the Grant Date;


 


(b)                                 if the Director ceases to be a director of
the Company and an employee of the Company or a Subsidiary by reason of Retirement,
Disability, or death, the two-year anniversary of such cessation date; or


 


(c)                                  if the Director ceases to be a director of
the Company and an employee of the Company or a Subsidiary for any reason other
than those listed in paragraph (b) above, the 30 day anniversary of the date
the Director ceases to be a director of the Company and an employee of the
Company or a Subsidiary.


 


5.  Method of Option
Exercise.  Subject to this
Agreement and the Plan, the Option may be exercised in whole or in part by
filing a written notice with the Secretary of the Company at 


 


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its corporate headquarters prior to the Company’s close of business on
the last business day that occurs prior to the Expiration Date.  Such notice shall specify the number of
shares of Stock which the Director elects to purchase, and shall be accompanied
by payment of the Exercise Price for such shares of Stock indicated by the Director’s
election.  Payment shall be by cash or by
check payable to the Company.  Except as
otherwise provided by the Committee before the Option is exercised: (i) all
or a portion of the Exercise Price may be paid by the Director by delivery of
shares of Stock owned by the Director and acceptable to the Committee having an
aggregate Fair Market Value (valued as of the date of exercise) that is equal
to the amount of cash that would otherwise be required; and (ii) the Director
may pay the Exercise Price by authorizing a third party to sell shares of Stock
(or a sufficient portion of the shares) acquired upon exercise of the Option
and remit to the Company a sufficient portion of the sale proceeds to pay the
entire Exercise Price.  The Option shall
not be exercisable if and to the extent the Company determines that such
exercise would violate applicable state or Federal securities laws or the rules and
regulations of any securities exchange on which the Stock is traded.  If the Company makes such a determination, it
shall use all reasonable efforts to obtain compliance with such laws, rules and
regulations.  In making any determination
hereunder, the Company may rely on the opinion of counsel for the Company.


 


6.  Transferability.  Except as otherwise provided by the
Committee, the Option is not transferable other than as designated by the Director
by will or by the laws of descent and distribution, and during the Director’s
life, may be exercised only by the Director.


 


7.  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 rights exercisable by the Director or
benefits deliverable to the Director under this Agreement
have not been exercised or delivered, respectively, at the time of the Director’s
death, such rights shall be exercisable by the Designated Beneficiary, and 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 exercised by or 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 Designated Beneficiary’s
exercise of all rights under this Agreement
or before the complete distribution of benefits to the Designated Beneficiary
under this Agreement, then any rights that would have been
exercisable by the Designated Beneficiary shall be exercised by the legal
representative of the estate of the Designated Beneficiary, and any benefits
distributable to the Designated Beneficiary shall be distributed to the legal
representative of the estate of the Designated Beneficiary.


 


8.  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 


 


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Agreement by the Committee and any decision made by it with respect to
this Agreement is final and binding on all persons.


 


9.  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.


 


10.  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.


 


11.  Fractional Shares.  In lieu of issuing a fraction of a share upon
any exercise of the Option, resulting from an adjustment of the Option 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.


 


12.  No Rights As Shareholder.  The Director shall not have any rights of a
shareholder with respect to the shares subject to the Option, until a stock
certificate has been duly issued following exercise of the Option as provided
herein.


 


13.  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.


 


14.  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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