Exhibit
10.1


 


To
Be Used With Employment Agreement


 


Restricted
Stock Unit Agreement under


Assured
Guaranty Ltd. 2004 Long-Term Incentive Plan


 


THIS AGREEMENT is effective
as of the Grant Date (as defined in paragraph 1), and is 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), 3(c), or 3(d)).


 


(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 employment is Terminated Without Cause, 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 Installments (if any) that
would vest on or before the two-year anniversary of the Date of Termination,
determined as though the Participant had remained employed through the two-year
anniversary of the Date of Termination. 
The terms “Cause” and “Terminated Without Cause” shall be defined as set
forth in the Employment Agreement. 
Notwithstanding the foregoing, if the Executive’s employment is
Terminated Without Cause, the provisions of this paragraph (c) shall apply
only if the Executive executes and returns to the Company a general release and
waiver of all claims


 


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against
the Company as required under the Employment Agreement; provided that the
Participant shall be eligible for vesting under this paragraph (c) only if
the release is returned by such time as is established by the Committee; and
further provided that to the extent benefits provided pursuant to this
paragraph (c) would constitute deferred compensation subject to section
409A of the Code, such benefits shall be distributed to the Participant only if
the release is returned in time to permit the distribution of the benefits to
satisfy the requirements of section 409A of the Code with respect to the time
of distribution.


 


(d)                                 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 Restricted Period shall end on the Participant’s
Date of Termination, and the Participant shall be vested in those Installments,
subject to paragraph 17(g) (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 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


 


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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.”


 


(b)                                 Immediately
prior to 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 any 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


 


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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.


 


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.


 


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(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) a violation of paragraph 11 of the Employment
Agreement (relating to competition) during the period in which such activity is
prohibited under the Employment Agreement; or (ii) a violation of
paragraph 12 of the Employment Agreement (relating to confidentiality).


 


(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)                                    Employment Agreement.  “Employment Agreement” shall mean the
agreement between the Participant and the Company as amended and restated as of
[January 1, 2009] [July 1, 2009 for SMcC] or any successor agreement
thereto.


 


(g)                                 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 three years of service and attained age 55.(1)


 


(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


 






(1)                                  “Retirement”
for Mr. Bailenson, 55 years of age with 5 years of service and the consent of
the Compensation Committee or 60 years of age with 5 years of service.


 


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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 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.


 


(h)                                 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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