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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 thi
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