exv10w2



 




Exhibit 10.2


NORTH POINTE HOLDINGS CORPORATION

EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD




Dear :



You have been granted an award of shares of common stock of North Pointe Holdings Corporation (the
“Company”) constituting a Restricted Stock award under the North Pointe Holdings Corporation Equity
Incentive Plan (the “Plan”) with the following terms and conditions:




	 	 	 
	Grant Date:
	 	 
	 
	 	 
	Number of Restricted
Shares:
	 	 
	 
	 	 
	Vesting Schedule:

	 	Your Restricted Shares vest in accordance with the
following schedule, provided you are employed by the
Company or an Affiliate on the applicable vesting date:
	 
	 	 
	 
	 	 
	 

	 	Your Restricted Shares will become immediately vested if
your employment terminates as a result of death or
Disability. For purposes of this Agreement, “Disability”
means your inability to perform the material duties of your
occupation as a result of a medically-determinable physical
or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a
period of at least 12 months, as determined by the
Committee. The Committee may require you to submit such
medical evidence or to undergo a medical examination by a
doctor selected by the Committee as the Committee
determines is necessary in order to make a determination
hereunder.
	 
	 	 
	 

	 	Upon any other termination of employment prior to the date
the Restricted Shares are vested, you will forfeit the
Restricted Shares.
	 
	 	 
	Escrow of Certificates

	 	Your Restricted Shares will be held in escrow by the
Company, as escrow agent. The Company will give you a
receipt for the Shares






 









 






	 	 	 
	 

	 	held in escrow that will state that
the Company holds such Shares in escrow for your account,
subject to the terms of this Award, and you will give the
Company a stock power for such Shares duly endorsed in
blank which will be used in the event such Shares are
forfeited in whole or in part. As soon as practicable
after the vesting date, the Restricted Shares will cease to
be held in escrow, and certificate(s) for such number of
Shares will be delivered to you or, in the case of your
death, to your estate.
	 
	 	 
	Transferability of
Restricted Shares:

	 	You may not sell, transfer or otherwise alienate or
hypothecate any of your Restricted Shares until they are
vested. In addition, by accepting this Award, you agree
not to sell any Shares acquired under this Award at a time
when applicable laws, Company policies (including, without
limitation, the Company’s Insider Trading Policy) or an
agreement between the Company and its underwriters prohibit
a sale.
	 
	 	 
	Voting and Dividends:

	 	While the Restricted Shares are subject to forfeiture, you
may exercise full voting rights and will receive all
dividends and other distributions paid with respect to the
Restricted Shares, in each case so long as the applicable
record date occurs before you forfeit such Shares. If,
however, any such dividends or distributions are paid in
Shares, such Shares will be subject to the same risk of
forfeiture, restrictions on transferability and other terms
of this Award as are the Restricted Shares with respect to
which they were paid.
	 
	 	 
	Transferability of Award:

	 	You may not transfer or assign this Award for any reason,
other than under your will or as required by intestate
laws. Any attempted transfer or assignment in violation of
this provision will be null and void.
	 
	 	 
	Tax Withholding:

	 	To the extent that the receipt of the Restricted Shares or
the vesting of the Restricted Shares results in income to
you for federal, state or local income tax purposes, you
shall deliver to the Company at the time the Company is
obligated to withhold taxes in connection with such receipt
or vesting, as the case may be, such amount as the Company
requires to meet its withholding obligation under
applicable tax laws or regulations, and if you fail to do
so, the Company has the right and authority to deduct or
withhold from other compensation payable to you an amount
sufficient to satisfy its withholding obligations. If you
do not make an election under Section 83(b) of the Code, in
connection with this Award, you may satisfy the withholding
requirement, in whole or in part, by electing to have the
Company withhold for its own account that number of
Restricted Shares otherwise






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	 	deliverable to you from escrow
hereunder on the date the tax is to be determined having an
aggregate Fair Market Value on the date the tax is to be
determined equal to the minimum statutory total tax that
the Company must withhold in connection with the vesting of
such Shares. Your election must be irrevocable, in
writing, and submitted to the Secretary of the Company
before the applicable vesting date. The Fair Market Value
of any fractional Share not used to satisfy the withholding
obligation (as determined on the date the tax is
determined) will be paid to you in cash.
	 
	 	 
	Amendment:

	 	This Restricted Stock Award may be amended only by written
consent of the Company and the Recipient, unless the
amendment is not to the detriment of the Recipient.
	 
	 	 
	Counterparts:

	 	This Restricted Stock Award may be executed in counterparts.
	 
	 	 
	Governing Law:

	 	The provisions of Section 9(f) of the Plan apply to this
Restricted Stock Award.





This Restricted Stock Award is granted under and governed by the terms and conditions of the Plan.
Additional provisions regarding your Award and definitions of capitalized terms used and not
defined in this Award can be found in the Plan.




BY SIGNING BELOW AND ACCEPTING THIS RESTRICTED STOCK AWARD, YOU AGREE TO ALL OF THE TERMS AND

CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN.




	 	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	Authorized Officer

	 	Recipient







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