Exhibit 10.2


 


For Use Without Employment Agreement


 


Restricted
Stock Unit Agreement under


Assured
Guaranty Ltd. 2004 Long-Term Incentive Plan


 


THIS AGREEMENT is effective
as of the Grant Date, by and between the Participant and Assured Guaranty Ltd.
(the “Company”).


 


WHEREAS, the Company
maintains the Assured Guaranty Ltd. 2004 Long-Term Incentive Plan (the “Plan”),
and the Participant has been selected by the committee administering the Plan
(the “Committee”) to receive a Restricted Stock Unit Award under the Plan; and


 


NOW, THEREFORE, IT IS
AGREED, by and between the Company and the Participant, 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 “Participant”
is


 


(b)                                 The “Grant Date”
is  February 25, 2010 .


 


(c)                                  The number of “Covered
Units” granted under this Agreement is           
Units.  Each “Unit” represents the right
to receive one share of Stock on the Delivery Date, to the extent that the
Participant is vested in such Units as of the Delivery Date, subject to the
terms of this Agreement and the Plan.


 


(d)                                 The “Delivery
Date” with respect to each Installment shall be the earliest to occur of:


 


(i) 
The date on which the Participant vests in that Installment in accordance with
the schedule set forth in paragraph 3 (determined without regard to paragraphs
3(a), 3(b), or 3(c)).


 


(ii) 
The Participant’s Date of Termination that occurs by reason of the Participant’s
death.


 


(iii) 
The date on which the Participant becomes Permanently Disabled on or before the
Participant’s Date of Termination.


 


(iv) 
The date of a Change in Control on or before the Participant’s Date of
Termination, but only if the Change in Control also satisfies the definition of
“change in control event” as set forth in Treas. Reg. 1.409A-3(i)(5).


 


(v) 
If an Installment constitutes nonqualified deferred compensation subject to
Code section 457A, the date on which the amount is no longer treated as subject
to a substantial risk of forfeiture.


 

















 


Other words and phrases used
in this Agreement are defined pursuant to paragraph 17, elsewhere in this
Agreement, or the Plan.


 


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


 


3.  Restricted Period.  If the Date of Termination does not occur
during the Restricted Period with respect to any Installment of the Covered
Units, then the Participant shall become vested in such Installment at the end
of such Restricted Period.  With respect
to all Covered Units, the “Restricted Period” for each Installment of Covered
Units shall begin on the Grant Date.  The
Restricted Period with respect to each Installment shall end as described in
the following schedule (but only if the Date of Termination has not occurred
before the end of the Restricted Period):


 




	
  INSTALLMENT

  	
   

  	
  RESTRICTED PERIOD WILL END ON:

  
	
   

  	
   

  	
   

  
	
  1⁄4
  of Covered Units

  	
   

  	
  One
  year anniversary of the Grant Date

  
	
   

  	
   

  	
   

  
	
  1⁄4
  of Covered Units

  	
   

  	
  Two
  year anniversary of the Grant Date

  
	
   

  	
   

  	
   

  
	
  1⁄4
  of Covered Units

  	
   

  	
  Three
  year anniversary of the Grant Date

  
	
   

  	
   

  	
   

  
	
  1⁄4
  of Covered Units

  	
   

  	
  Four
  year anniversary of the Grant Date

  






 


The Restricted Period shall
end prior to the date specified in the foregoing schedule to the extent set
forth below:


 


(a)                                 For
Installments as to which the Restricted Period has not otherwise ended prior to
the Date of Termination, the Restricted Period for such Installments shall end
upon the Participant’s Date of Termination, if the Date of Termination occurs
by reason of the Participant’s Disability or death.


 


(b)                                 For
Installments as to which the Restricted Period has not otherwise ended prior to
the date of a Change in Control, the Restricted Period for such Installments
shall end upon a Change in Control, provided that such Change in Control occurs
on or before the Date of Termination.


 


(c)                                  If the
Participant’s Date of Termination occurs because of Retirement, then for
Installments as to which the Restricted Period has not otherwise ended prior to
the Date of Termination, the Participant shall be vested on the Date of
Termination (and the Restricted Period shall end) with respect to the
Installment (if any) that would vest on or before the one-year anniversary of
the Date of Termination, determined as though the Participant had remained
employed through the one-year anniversary of the Date of Termination, but
subject to paragraph 17(f) (relating to the definition of Retirement).


 


4.  Transfer of Shares and Forfeiture of Units.  On the Delivery Date, the Participant shall
receive one share of Stock for each Unit in which the Participant is then
vested, and such shares


 


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shall be free of
restrictions otherwise imposed by this Agreement, subject to the terms of this
Agreement applicable after such Delivery Date (including, without limitation,
paragraph 9) and the Plan.  If any vested
Units attributable to any Installment are allocated to the Participant after
the date otherwise specified as the Delivery Date for that Installment (by
reason of payment of dividends or otherwise), then, as soon as practicable
after the date of allocation of such Units, the Participant will receive one
share of Stock with respect to each such Unit. 
As of the date of distribution of Shares with respect to any Units, such
Units shall be canceled.  If the
Restricted Period with respect to any Installments does not end on or before
the Participant’s Date of Termination, then as of the Participant’s Date of
Termination, the Participant shall forfeit such Installments.  However, the Committee, in its sole
discretion, may accelerate the end of the Restricted Period or provide for the
vesting of the Covered Units under circumstances that such vesting would not
otherwise occur in its sole discretion, based on such factors as the Committee
deems appropriate.


 


5.  Withholding.  All deliveries and distributions under this
Agreement are subject to withholding of all applicable taxes.  At the election of the Participant, and
subject to such rules and limitations as may be established by the
Committee from time to time, such withholding obligations may be satisfied
through the surrender of shares of Stock which the Participant already owns, or
to which the Participant is otherwise entitled under the Plan; provided, however,
that such shares may be used to satisfy not more than the Company’s minimum
statutory withholding obligation (based on minimum statutory withholding rates
for Federal and state tax purposes, including payroll taxes, that are
applicable to such taxable income).


 


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


 


7.  Dividends.  The Participant will be credited with
additional Units to reflect dividends payable with respect to Stock during the
period between the Grant Date and the Delivery Date, with the increase in the
number of Units equal to the number of shares of Stock which could be purchased
with the dividends (assuming each Unit was a share of Stock), based on the
value of such Stock at the time such dividends are paid.  The Units credited on account of the
preceding sentence shall be vested and distributed in accordance with the same
schedule as the Units to which such dividends are attributable.  No dividends shall be credited to or for the
benefit of the Participant for Units with respect to record dates occurring
prior to the Grant Date, or with respect to record dates occurring on or after
the date, if any, on which the Participant has forfeited those Units.


 


8.  Voting.  The Participant shall not be a shareholder of
record with respect to the Units and shall have no voting rights with respect
to the Units during the Restricted Period or prior to the Delivery Date.


 


9.  Cancellation and Rescission of Restricted
Stock Unit Award.


 


(a)                                 The Committee
may cancel, rescind, suspend, withhold or otherwise limit or restrict the
Restricted Stock Unit Award at any time if the Participant engages in any “Detrimental
Activity.”


 


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(b)                                 At the Delivery
Date with respect to an Installment and prior to the transfer of the shares of
Stock to the Participant, the Participant shall certify, to the extent required
by the Committee, in a manner acceptable to the Committee, that the Participant
is not engaging and has not engaged in any Detrimental Activity.  In the event a Participant has engaged in any
Detrimental Activity prior to, or during the twelve months after, the Delivery
Date with respect to such Installment of Covered Units, the right to delivery
of shares with respect to such Installment may be rescinded by the Committee
within two years thereafter.  In the
event of any such rescission, the Participant shall pay to the Company the
amount of any gain realized as a result of the prior delivery of shares
applicable to the rescinded Installment(s), in such manner and on such terms
and conditions as may be required by the Company, and the Company shall be
entitled to set-off against the amount of any such gain any amount owed to the
Participant by the Company and/or Subsidiary.


 


10.  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
Participant under this Agreement have not been delivered at the time of the
Participant’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 Participant in a writing
filed with the Committee in such form and at such time as the Committee shall
require.  If a deceased Participant fails
to designate a beneficiary, or if the Designated Beneficiary does not survive
the Participant, any rights that would have been exercisable by the Participant
and any benefits distributable to the Participant shall be distributed to the
legal representative of the estate of the Participant.  If a deceased Participant designates a
beneficiary and the Designated Beneficiary survives the Participant but dies
before the complete distribution of benefits to the Designated 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.


 


11.  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.  The Committee shall have the
authority to obtain such information from the Participant (including tax return
information) as it determines may be necessary to confirm that the Participant
is in compliance with the requirements applicable to Detrimental Activity, and
if the Participant fails to provide such information, the Committee may
conclude that the Participant is not in compliance with such requirements.


 


12.  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 Participant 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.


 


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13.  Not an Employment Contract.  The Restricted Stock Unit Award will not
confer on the Participant any right with respect to continuance of employment
or other service with the Company or any Related Company, nor will it interfere
in any way with any right the Company or any Related Company would otherwise
have to terminate or modify the terms of such Participant’s employment or other
service at any time.


 


14.  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 Participant, at the Participant’s
address indicated by the Company’s records, or if to the Company, at the
Company’s principal executive office.


 


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


 


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


 


17.  Definitions.  For purposes of this Agreement, words and
phrases shall be defined as follows:


 


(a)                                 Change in
Control.  The term “Change in Control”
shall be defined as set forth in the Plan.


 


(b)                                 Date of
Termination.  A
Participant’s “Date of Termination” means, with respect to an employee, the
date on which the Participant’s employment with the Company and Subsidiaries
terminates for any reason, and with respect to a Director, the date immediately
following the last day on which the Participant serves as a Director; provided
that a Date of Termination shall not be deemed to occur by reason of a
Participant’s transfer of employment between the Company and a Subsidiary or
between two Subsidiaries; further provided that a Date of Termination shall not
be deemed to occur by reason of a Participant’s cessation of service as a
Director if immediately following such cessation of service the Participant
becomes or continues to be employed by the Company or a Subsidiary, nor by
reason of a Participant’s termination of employment with the Company or a
Subsidiary if immediately following such termination of employment the
Participant becomes or continues to be a Director; and further provided that a
Participant’s employment shall not be considered terminated while the
Participant is on a leave of absence from the Company or a Subsidiary approved
by the Participant’s employer.


 


(c)                                  Detrimental
Activity.  The term “Detrimental
Activity” shall mean (i) the rendering of services for any organization or
engaging directly or indirectly in any business which is or becomes competitive
with the Company or the Subsidiaries (including, without


 


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limitation,
AMBAC Financial Group Inc., Berkshire Hathaway Financial Guaranty, CIFG Group,
Financial Guaranty Insurance Company, 
MBIA, Inc. and Radian Group Inc. or Syncora Holdings Ltd.), or
which organization or business, or the rendering of services to such
organization or business, is or becomes otherwise prejudicial to or in conflict
with the interests of the Company or the Subsidiaries; (ii) the disclosure
to anyone outside the Company or the Subsidiaries, or the use in other than the
Company’s or the Subsidiaries’ business, without prior written authorization
from the Company or the Subsidiaries, of any confidential information or
material, relating to the business of the Company or the Subsidiaries, acquired
by the Participant either during or after employment with the Company or the
Subsidiaries; (iii) a violation of any rules, policies, procedures or
guidelines of the Company or the Subsidiaries, including but not limited to the
Company’s Code of Conduct, Policy on Trading in Assured Guaranty Ltd.
Securities, Management Stock Ownership Guidelines and other business conduct
guidelines; (iv) any attempt directly or indirectly to induce any employee
of the Company to be employed or perform services elsewhere or any attempt
directly or indirectly to solicit the trade or business of any current or
prospective customer, supplier or partner of the Company; (v) the Participant
being convicted of, or entering a guilty plea with respect to, a crime, whether
or not connected with the Company; or (vi) any other conduct or act
determined to be injurious, detrimental or prejudicial to any interest of the
Company.


 


(d)                                 Director.  The term “Director” means a member of the
Board of Directors of Assured Guaranty, Ltd., who may or may not be an employee
of the Company or a Subsidiary.


 


(e)                                  Disability.  The Participant shall be considered to have a
“Disability” during the period in which the Participant is unable, by reason of
a medically determinable physical or mental impairment, to engage in any
substantial gainful activity, which condition, in the opinion of a physician
selected by the Committee, is expected to have a duration of not less than 120
days.  The Participant shall be
considered to be Permanently Disabled if he would be treated as “disabled” in
accordance with the provisions of Treas. Reg. §1.409A-3(i)(4).


 


(f)                                   Retirement.  “Retirement” of a Participant will be
determined in accordance with the following:


 


(i) 
Retirement shall mean the occurrence of a Participant’s Date of Termination
with the consent of the Participant’s employer after the Participant has
completed five years of service and attained age 55.


 


(ii) 
For purposes of defining “Retirement,” years of service shall be determined in
accordance with rules which may be established by the Committee, and shall
take into account service with the Company and the Subsidiaries.  If, on or before the date of the initial public
offering of stock of the Company, the Participant was employed by the Company
or its Subsidiaries, years of service shall also include service with ACE
Limited and its subsidiaries occurring prior to such initial public offering.


 


(iii) 
Notwithstanding that the Participant’s Date of Termination satisfies the
requirements of paragraph (i) above, the Participant will not be
considered to have retired (or have terminated by reason of Retirement) with
respect to any Installment if the


 


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Committee
determines that the Participant has provided significant commercial or business
services to any one or more persons or entities on or before the Delivery Date
applicable to that Installment, regardless of whether such entity is owned or
controlled by the Participant; provided that the Participant may devote
reasonable time to the supervision of his personal investments, and activities
involving professional, charitable, community, educational, religious and
similar types of organizations, speaking engagements, membership on the boards
of directors of other organizations, and similar types of activities, to the
extent that the Committee, in its discretion, determines that such activities
are consistent with the Participant’s Retirement.


 


(iv) 
At the request of the Committee, and as a condition of receiving a distribution
of Shares in settlement of an Installment, the Participant shall be required to
provide a listing of the activities engaged in by the Participant following the
Participant’s Date of Termination and prior to the Delivery Date applicable to
such Installment and such other information that the Committee determines may
be necessary from time to time to establish whether the Participant has acted
in a manner that is consistent with the requirements of paragraph (iii).  Such listing and information shall be
provided promptly by the Participant, but in no event more than 10 days after
written request is delivered to the Participant.


 


(v) 
At the request of the Participant, the Committee shall determine whether a
proposed activity of the Participant will be consistent with the requirements
of paragraph (iii).  Such request shall
be accompanied by a description of the proposed activities, and the Participant
shall provide such additional information as the Committee may determine is
necessary to make the determination. 
Such a determination shall be made promptly, but in no event more than
30 days after the written request, together with any additional information
requested of the Participant, is delivered to the Committee.


 


(vi) 
If, prior to the Delivery Date applicable to any Installment, a Participant
engages in one or more activities that the Committee determines to be
inconsistent with Retirement, as set forth in paragraph (iii) above, the
right to a distribution of Shares with respect to the Installment (including
the right to distribution of Shares attributable to dividends) may be canceled
by the Committee.


 


(g)                                  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.


 


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  Agreed Upon:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Assured Guaranty Ltd.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Participant

  	
   

  



 


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