EX-10.5



 Exhibit 10.5 

RESTRICTED SHARE UNIT GRANT AGREEMENT 

This Restricted Share Unit Grant Agreement is made as of the <<DATE>>, between ARGO GROUP INTERNATIONAL HOLDINGS, LTD. (the
“Company”), and <<NAME>> (the “Participant”). 
 R E C I T A L S 

A. The Company’s [2007 // 2014] Long-Term Incentive Plan (the “Plan”) provides for the granting of restricted share units,
which are contingent cash awards denominated in Share Units conditioned on the continued employment by the Participant through the date such Share Units vest subject to the terms and conditions stated herein. 

B. Pursuant to the Plan, the administration of the Plan has been delegated to the Human Resources Committee of the Board of Directors of the
Company (the “Committee”). 
 C. Pursuant to the Plan, the Committee has determined that it is in the best interest of the Company
and its stockholders to make a restricted Share Unit grant to the Participant covering a defined amount of Share Units (the “target grant” or “grant at target”) of the Company and has approved the execution of this Restricted
Share Unit Grant Agreement (the “Agreement”) between the Company and the Participant, contingent upon achievement of performance goals and thresholds (the “Performance Matrix”), if any, set forth in Exhibit A hereto, as an
inducement to remain in the employ of the Company and as an incentive for increased effort during such service, and has approved the execution of this Agreement between the Company and the Participant. The amount of the target grant may be adjusted
upwards or downwards based on the criteria set forth in Exhibit A to determine the final amount of restricted Share Units awarded (the “adjusted grant”). 

A G R E E M E N T 
 NOW,
THEREFORE, the parties hereto agree as follows: 
 1. The Company hereby makes a restricted Share Unit grant to the Participant, on the terms
and conditions hereinafter set forth, in the a target grant amount <<# GRANTED>>Share Units, subject to the achievement of the performance matrix set forth in Exhibit A hereto and any downward or upward modification in connection with
same, in which case the number of restricted Share Units shall be in the amount of the adjusted grant. The value of a restricted Share Unit granted hereunder shall be determined as of the date it becomes as Vested Share Unit and shall be equal to
the Fair Market Value of a Common Share of the Company as defined in Section 5. 
 2. Participant shall not be deemed vested in or to
have earned any portion of the restricted Share Units granted hereunder until such restricted Share Units have vested (such Share Units then being referred to as “Vested Share Units”) as hereinafter provided. The restricted Share Units
comprising the target grant, or if modified comprising the adjusted grant, shall become Vested Share Units according to the following schedule, provided that on each indicated date for vesting the Participant remains an employee of the Company or a
subsidiary corporation (as defined in Section 424(f) of the United States Internal Revenue Code of 1986, as amended (the “Code”)): 








									
	 	  	 	 	 	Cumulative	 
	Anniversary	  	Percentage	 	 	Percentage	 
	 Date of Grant
	  	Vested	 	 	Vested	 
	 First
	  	 	25	% 	 	 	25	% 
	 Second
	  	 	25	% 	 	 	50	% 
	 Third
	  	 	25	% 	 	 	75	% 
	 Fourth
	  	 	25	% 	 	 	100	% 

 In the event that the Participant ceases for any reason (other than as indicated in Section 5 below) to be an employee of
the Company or any subsidiary corporation of the Company prior to an indicated date for vesting, then all Share Units which had not theretofore become Vested Share Units shall automatically be forfeited. 

3. Notwithstanding the vesting [provisions // schedule] set forth in Section 2, all shares subject to this SAR shall become [Vested Share
Units in full simultaneous with and contingent upon the occurrence of a Change in Control // immediately vested and exercisable if within twelve (12) months after the occurrence of a Change in Control, Participant’s employment is
involuntarily terminated by the Company or any of its Subsidiaries for any reason other than Cause (as hereinafter defined) or Participant’s death or disability, or Participant’s voluntarily termination of his or her employment with the
Company and all Subsidiaries for Good Reason within sixty (60) days after the occurrence of the event giving rise to such Good Reason]. For purposes of this Agreement, “Change in Control” shall have the meaning given to that term from
time to time in the Plan. 
 4. As soon as practicable after the date a portion of the restricted Share Units become Vested Share Units, the
Company shall pay to the Participant in cash an amount equal to the value of Vested Share Units, calculated pursuant to Section 1, less any amounts deducted for tax withholding; provided that the Participant is continuously employed with the
Company through the date of payment. Upon the Participant’s receipt of the Company’s payment made under this Section 5, the corresponding number of restricted Share Units to which the payment relates shall be cancelled. 

5. For purposes of this Agreement, the “Fair Market Value” of a Common Share of the Company shall be determined by reference to the
closing price of such share on the principal stock exchange on which the common shares of the Company are then listed or, if such shares are not listed on an exchange, by reference to the closing price (if a National Market Issue) or the mean
between the bid and asked price (if other over-the-counter issue) of a share as supplied by the National Association of Securities Dealers through NASDAQ (or its successor in function), in each case as reported by The Wall Street Journal, on
the applicable day of vesting, or if such day is not a business day, for the business day immediately preceding such date (or, if for any reason no such price is available, in such other manner as the Committee may deem appropriate to reflect the
then fair market value thereof). 
 6. Notwithstanding the vesting provisions set forth in Section 2 of this Agreement, the restricted
Share Units of the Participant shall become Vested Share Units in full in the event that the Participant’s termination of employment is due to death or disability (within the meaning of Plan). In addition, for purposes of said Section 2,
the employment of the Participant shall be deemed to continue during any leave of absence which has been authorized by the Company, unless the Committee makes a different or contrary determination. 







 7. No Common Shares of the Company’s stock shall be issued or delivered under this Agreement
in lieu of cash payment. 
 8. In connection with each vesting of restricted Share Units in accordance with this Agreement, or at any other
time that the Company is required to make withholding under applicable tax law, the Company shall have the right to require Participant or Participant’s legal successor in interest to pay the Company the amount of taxes, if any, which the
Company may be required to withhold with respect to such Vested Share Units. The Company shall have the right, without the Participant’s prior approval or direction, to satisfy such withholding tax by withholding all or any part of the cash
payment due with regard to Vested Share Units. 
 9. No Share Units that are the subject of this grant, nor any of the rights and privileges
pertaining thereto, are capable of being be transferred, assigned, pledged or hypothecated in any way, whether by operation of the law or otherwise. Upon any attempt so to transfer, assign, pledge, hypothecate or otherwise dispose of any rights
relating to the Share Units contrary to the provisions hereof, this Agreement and all rights and privileges contained herein shall immediately become null and void and of no further force or effect. 

10. If the outstanding Common Shares of the Company are increased, decreased, changed into, or exchanged for a different number or kind of
shares or securities of the Company through reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split, or other similar transaction, an appropriate and proportionate adjustment (to be conclusively
determined by the Committee) shall be made in the number Share Units subject to this Agreement. 
 Upon the dissolution or liquidation of the
Company, or upon a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, or upon the sale of substantially all the assets or more than 80% of the then
outstanding stock of the Company to another corporation, this Agreement shall terminate (except to the as to Vested Share Units as of the date of such event, including, without limitation, giving effect to the acceleration provisions of
Section 3 hereof) unless express written provision be made in connection with such transaction for (i) the assumption of this Agreement or the substitution therefore of a new restricted share unit award denominated in the stock of a
successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to number and kind of securities, such adjustments to be conclusively determined by the Committee; (ii) the continuance of the Plan by such
successor corporation in which event this Agreement shall remain in full effect under the terms so provided; or (iii) the payment in cash or stock in lieu of and in complete satisfaction of the restricted stock award evidenced by this
Agreement. 
 Adjustments under this Section 10 shall be made by the Committee, whose determination as to what adjustments shall be
made, and the extent thereof shall be final, binding and conclusive. No fractional Share Units shall be issued under the Plan on any such adjustment. 

11. Neither the Participant nor any other person legally entitled to the benefits hereof shall be entitled to any of the rights or privileges
of a stockholder of the Company in respect of any of the Share Units at any time or for any purpose whatsoever. 







 12. Confidential Information. 

a. The Company shall disclose to the Participant, or place the Participant in a position to have access to or develop, trade secrets or
confidential information of the Company or its Affiliates (as defined below); and/or shall entrust the Participant with business opportunities of the Company or its Affiliates; and/or shall place the Participant in a position to develop business
good will on behalf of the Company or its Affiliates. 
 b. The Participant acknowledges that during his employment with the Company he
occupies a position of trust and confidence and agrees that he shall treat as confidential and shall not, without prior written authorization from the Company, directly or indirectly, disclose or make known to any person or use for his own benefit
or gain, the methods, process or manner of accomplishing the business undertaken by the Company or its Affiliates, or any non-public information, plans, formulas, products, trade secrets, marketing or merchandising strategies, or confidential
material or information and instructions, technical or otherwise, issued or published for the sole use of the Company, or information which is disclosed to the Participant or in any acquired by him during his employment with the Company, or any
information concerning the present or future business, processes, or methods of operation of the Company or its Affiliates, or concerning improvement, inventions or know how relating to the same or any part thereof, it being the intent of the
Company, with which intent the Participant hereby agrees, to restrict him from disseminating or using for his own benefit any information belonging directly or indirectly to the Company which is unpublished and not readily available to the general
public (collectively, “Confidential Information”). 
 c. The confidentiality obligations set forth in (a) and (b) of this
Section 12 shall apply during the Participant’s employment by the Company and indefinitely thereafter. 
 d. All information,
ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, that are conceived, made, developed or acquired by the Participant, individually or in conjunction with others, during the Participant’s employment with the
Company (whether during business hours or otherwise and whether on the premises of the Company or an Affiliate or otherwise) that relate to the business, products or services of the Company or any Affiliate shall be disclosed to the Board and are
and shall be the sole and exclusive property of the Company or such Affiliate. Moreover, all documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic
data bases, maps and all other writings and materials of any type embodying any such information, ideas, concepts, improvements, discoveries and inventions are and shall be the sole and exclusive property of the Company. Upon termination of the
Participant’s employment for any reason, the Participant promptly shall deliver the same, and all copies thereof, to the Company. 
 e.
If, during the Participant’s employment by the Company, the Participant creates any work of authorship fixed in any tangible medium of expression that is the subject matter of copyright (such as video tapes, written presentations, or
acquisitions, computer programs, e-mail, voice mail, electronic data bases, drawings, maps, architectural renditions, models, manuals, brochures or the like) relating to the Company’s business, products or services, whether such work is created
solely by the Participant or jointly with others (whether during business hours or otherwise and whether on the Company’s premises or otherwise), the Company shall be deemed the author of such work if the work is prepared by the Participant in
the scope of the Participant’s employment. 







 13. Non-Solicitation 

a. For the purposes of this Section, the following words have the following meanings: 

i. “Affiliate” means, with respect to any individual or a corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind (each a “person”), any other person that directly or indirectly controls or
is controlled by or under common control with such person. For the purposes of this definition, “control” when used with respect to any person, means the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of such person, whether through the ownership of voting securities, by contract or otherwise; and the terms of “affiliated”, “controlling” and “controlled” have meanings correlated to the
foregoing. 
 ii. “Company Services” means any services (including but not limited to technical and product support, technical
advice, underwriting and customer services) supplied by the Company or its Affiliates in the specialty property and/or casualty insurance business. 

iii. “Confidential Information” has the meaning ascribed thereto in Section 12. 

iv. “Customer” means any person or firm or company or other organization whatsoever to whom or which the Company supplied Company
Services during the Restricted Period and with whom or which, during the Restricted Period: (x) the Participant had material personal dealings pursuant to his employment, or (y) any employee who was under the direct or indirect supervision
of the Participant had material personal dealings pursuant to his or her employment. 
 v. “Prospective Customer” means any person
or firm or company or other organization whatsoever with whom or which the Company or its Affiliates shall have had negotiations or material discussions regarding the possible distribution, sale or supply of Company Services during the Restricted
Period and with whom or which during such period: (x) the Participant shall have had material personal dealings pursuant to his employment, or (y) any employee who was under the direct or indirect supervision of the Participant shall have
had material personal dealings pursuant to his or her employment, or (z) the Participant was directly responsible in a client management capacity on behalf of the Company. 

vi. “Restricted Employee” means any person who on the date of the Participant’s termination of employment by the Company was at
the level of director, manager, underwriter or salesperson with whom the Participant had material contact or dealings in the course of his employment during the Restricted Period; 

vii. “Restricted Period” means the period of twelve months ending on the last day of the Participant’s employment with the
Company or, in the event that no duties were assigned to the Participant, the twelve months immediately preceding the last day on which the Participant carried out any duties for the Company. 

b. The Participant recognizes that, while performing his duties for the Company, he will have access to and come into contact with trade
secrets and Confidential Information belonging to the Company and its Affiliates and will obtain personal knowledge of and influence over its or their customers and/or employees. The Participant therefore agrees that the restrictions set out in this
Section 13 are reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates both during and after the termination of his employment. 







 c. The Participant hereby undertakes with the Company that he shall not during his employment
with the Company and for the period of twelve months after he ceases to be employed by the Company for any reason, whether the termination is by the Company, by the Participant, due to Disability, without the prior written consent of the Company,
whether by himself, through his employers or employees or agents or otherwise, howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organization directly or indirectly: 

 

	 	i.	solicit business from or endeavor to entice away or canvass any Customer or Prospective Customer; 

  

	 	ii.	solicit or induce or endeavor to solicit or induce any Restricted Employee to cease working for or providing services to the Company, or hire any Restricted Employee. 


d. This Section 13 shall be for the benefit of the Company and each of its Affiliates and the Company reserves the right to assign the
benefit of such provisions to any of its Affiliates, in addition such provisions also apply as though there were substituted for references to “the Company” references to each of its Affiliates in relation to which the Participant has in
the course of his duties for the Company or by reason of rendering services to or holding office in such Affiliate: (x) acquired knowledge of its trade secrets or Confidential Information; or (y) had material personal dealings with its
Customers or Prospective Customers; or (z) supervised directly or indirectly employees having material personal dealings with its Customers or Prospective Customers but so that references in this Section 13 to “the Company” shall
for this purpose be deemed to be replaced by references to the relevant Affiliate. The obligations undertaken by the Participant pursuant to this Section 13 shall, with respect to each Affiliate of the Company, constitute a separate and
distinct covenant and the invalidity or unenforceability of any such covenant shall not affect the validity or enforceability of the covenants in favor of any other Affiliate or the Company. 

e. While the restrictions in this Section 13 (on which the Participant has had the opportunity to take independent advice, as the
Participant hereby acknowledges) are considered by the parties to be reasonable in all the circumstances, it is agreed that if any such restrictions, by themselves, or taken together, shall be adjudged to go beyond what is reasonable in all the
circumstances for the protection of the legitimate interests of the Company or its Affiliates but would be adjudged reasonable if part or parts of the wording thereof were deleted, the relevant restriction or restrictions shall apply with such
deletion(s) as may be necessary to make it or them valid and effective. 
 14. The restricted Share Unit award granted hereby is subject to,
and the Company and the Participant agree to be bound by, all of the terms and conditions of the Company’s [2007 // 2014] Long-Term Incentive Plan, as the same shall be amended from time to time in accordance with the terms thereof, but no such
amendment shall adversely affect the Participant’s rights under this grant without the prior written consent of Participant. The terms of the Plan are incorporated into and form part of this Agreement. 

15. Miscellaneous. 
 a. No
Representations or Warranties. Neither the Company nor the Committee or any of their representatives or agents has made any representations or warranties to the Participant with respect to the income tax or other consequences of the transactions
contemplated by this Agreement, and the Participant is in no manner relying on the Company, the Committee or any of their representatives or agents for an assessment of such tax or other consequences. 

b. No Employment Guarantee. Nothing in this Agreement nor in the Plan nor in the making of the Award shall confer on the Participant any
right to or guarantee of continued employment with the Company or any of its subsidiaries or in any way limit the right of the Company or any of its subsidiaries to terminate the employment of the Participant at any time. 







 c. Necessary Acts. The Participant and the Company hereby agree to perform any further
acts and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement. 
 d.
Binding Effect; Applicable Law. This Agreement shall bind and inure to the benefit of the Company and its successors and assigns, and the Participant and any heir, legatee, or legal representative of the Participant. This Agreement shall be
interpreted under and governed by and constructed in accordance with the laws of Texas. 
 e. 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 the Agreement by the
Committee and any decision made by it with respect to the Agreement are final and binding. 
  

					
	ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
		
	By	 	  

		
	Its	 	  

	
	 PARTICIPANT

		
	By	 	  

		
	Print Name