Notice to Grant Non-Executive Performance Stock Units, dated January 29, 2025

Participant: Employee ID:

Date of Grant:

Target Number of Units:

TOTAL_SHARES_GRANTED, (each a “Unit”), subject to adjustment as provided by the Performance Stock Units Agreement. Each Unit shall be a Performance Share for purposes of the Plan.

Performance Period

Maximum Number of Units:

% of Target Number of Units

Settlement Date:

Except as provided by the Performance Stock Units Agreement, the date on which a Unit becomes a Vested Unit.

Participant’s continued Service from the Vesting Start Date through .

Subject to Participant’s satisfaction of the Service Vesting Condition the number of Vested Units (disregarding any resulting fractional Unit) will be equal to the Target Number of Units multiplied by the applicable Payout Level determined by the Committee in accordance with the Performance Vesting Criteria set out in Attachment 1 to this Grant Notice (the “Performance Vesting Conditions”) for:

(i)         the one-year Performance Period commencing on , and ending on , with respect to % of the Target Number of Units, which are eligible to vest subject to the level of attainment of the during such Performance Period;

(ii)         the three-year Performance Period commencing on , and ending on , with respect to % of the Target Number of Units which are eligible to vest subject to the level of attainment of the performance metric during such Performance Period; and,

(iii)         the applicable , as further specified in the Performance Vesting Conditions.

For the avoidance of doubt, no Units will become Vested Units unless each of the Service Vesting Condition and the Performance Vesting Conditions are both met with respect to such Units as determined by the Compensation Committee.

Vesting Start Date:

Service Vesting Condition:

Vested Units:

Superseding Agreement:

None

Mandatory Sale To Cover Withholding Taxes

As a condition to acceptance of this Award, to the fullest extent permitted under the Plan, Article 7 of the Restricted Stock Units Agreement and applicable law, withholding taxes and other tax related items will be satisfied through the sale of a number of the shares of Stock issued on the settlement of Vested Units and the remittance of the cash proceeds to the Company. The Company is authorized and directed by the Participant to make payment from the cash proceeds of this sale directly to the appropriate taxing authorities in an amount equal to the taxes required to be withheld. The mandatory sale of shares of Stock to cover withholding taxes and tax related items is imposed by the Company on the Participant in connection with the receipt of this Award, and it is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and be interpreted to meet the requirements of Rule 10b5-1(c).

PALOMAR HOLDINGS, INC.

By:         

Address:

7979 Ivanhoe Avenue, Suite 500

La Jolla, CA 92037