Exhibit 10.3



 






Exhibit 10.3




NYMAGIC, INC.

AMENDED AND RESTATED

2004 LONG-TERM INCENTIVE PLAN




 






Restricted Share Unit Award Agreement




 






          This Restricted Share Unit Award Agreement (the “Award Agreement”) is made and entered
into as of ___, by and between NYMAGIC, INC., a New York corporation (the
“Company”) and ___(“Grantee” or “you”).




          1. Award. In consideration of services rendered by Grantee to the Company, effective
on the date hereof (the “Award Date”), the Company hereby awards to Grantee ___
Restricted Share Units (the “Restricted Share Units”) subject to the terms and conditions
set forth in this Award Agreement, and in the NYMAGIC, INC. Amended and Restated 2004 Long-Term
Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of
the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully
review these documents, and consult with your financial and tax advisors, in order to fully
understand the implications of this Award, including your tax alternatives and their consequences.




          2. Acceptance. By executing this Award Agreement, Grantee agrees to be bound by all
of the Plan’s terms and conditions as if they had been set out verbatim in this Award Agreement.
In addition, Grantee recognizes and agrees that all determinations, interpretations, or other
actions respecting the Plan and this Award Agreement will be made by the Board of Directors of the
Company (the “Board”) or the Committee that administers the Plan pursuant to Section 4 of
the Plan, and that such determinations, interpretations or other actions are (unless arbitrary and
capricious) final, conclusive and binding upon all parties, including Grantee’s successors and
permitted assigns.




          3. Vesting. The Shares underlying the Restricted Share Units awarded to Grantee under
this Award Agreement shall vest as follows: ___




          4. Issuance of Shares. The Shares underlying the Restricted Share Units subject to
this Award Agreement will be issued in accordance with the terms of the Plan.




          5. Binding Effect. Except as otherwise provided in this Award Agreement or in
the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors, transferees, and
assigns.




          6. Award Confers No Rights to Continued Retention or Employment. In no event shall
the award of the Restricted Share Units hereunder or the acceptance of this Award Agreement by
Grantee give or be deemed to give Grantee any right to continued retention as an




 









 







independent contractor, service provider, or employee by the Company or any affiliate of the
Company.




          7. Severability. If any part or parts of this Award Agreement or the Plan shall be
held illegal or unenforceable by any court or administrative body of competent jurisdiction, such
determination shall not affect the remaining provisions of this Award Agreement or the Plan which
shall remain in full force and effect.




          8. Governing Law. This Award Agreement shall be governed by and construed in
accordance with the laws of the state of New York, without regard to the conflicts of law
principles thereof.




          9. Counterparts. This Award Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall be considered one and the
same agreement. 




          10. Taxes. By signing this Award Agreement, you acknowledge that you shall be solely
responsible for the satisfaction of any taxes that may arise with respect to the Shares underlying
the Restricted Share Units, and that the Company shall have no obligation whatsoever to pay such
taxes. Additionally, if you are an employee of the Company, you acknowledge that the Company may
withhold from your compensation payable on the next payroll payment after the vesting of the Shares
underlying the Restricted Share Units the amount necessary to satisfy any such tax obligations.




[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the undersigned have executed this Award Agreement as of the date
first written above.



COMPANY:

NYMAGIC, INC.




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	
 	 
	 	Title:  	
 	 


The undersigned hereby accepts the terms of this Award Agreement and the Plan.




	 	 	 	 	 
	 	GRANTEE:

 	 
	 	By:  	
 	 
	 	Name:  	
 	 
	 	Title:  	
 	 




 









 








NYMAGIC, INC.

AMENDED AND RESTATED

2004 LONG-TERM INCENTIVE PLAN




Exhibit A




NYMAGIC, INC.

2004 Amended and Restated Long-Term Incentive Plan





 









 








NYMAGIC, INC.

AMENDED AND RESTATED

2004 LONG-TERM INCENTIVE PLAN




Exhibit B




Prospectus