EXHIBIT A TRIAD GUARANTY INC. EXECUTIVE/KEY EMPLOYEE PHANTOM STOCK AWARD AGREEMENT
Exhibit 10.41
EXHIBIT A
This Phantom Stock Agreement (the “Agreement”), dated December 26, 2006 is entered into
between Triad Guaranty Inc., a Delaware corporation (the “Company”), and Xxxx X. Xxxxxxxx (the
“Participant”).
Date | Vested Percentage | ||||
September 13, 2007 | 50% | ||||
September 13, 2008 | 100% | ||||
Notwithstanding the vesting schedule set forth above, in the event that Participant’s employment
with the Company should be terminated prior to September 13, 2007, without cause by the Company or
by Participant for Good Reason or on account of a Change in Control, all as defined in the
Employment Agreement between Participant and Company dated as of September 9, 2005, Participant
will, on the effective date of such termination, vest in one-third of the Phantom Stock Rights
granted hereunder. Except as provided in the preceding sentence, upon termination of Participant’s
employment with the Company for any reason, any Phantom Stock Rights granted hereunder that are not
vested at the time of termination shall be forfeited.
3. Payment.
(a) Upon vesting under Section 2 hereof of any Phantom Stock Rights, the Company shall pay
Participant (or Participant’s beneficiary, if applicable) the number of shares of Common Stock
corresponding to the number of vested Phantom Stock Rights subject to the following:
(i) if the vesting of any Phantom Stock Rights granted hereunder shall be on account of
the Participant’s separation from service with the Company and the Participant is a
“specified employee” within the meaning of section 409A of the Internal Revenue Code of
1986 (the “Code”), then the payment shall be delayed until the expiration of six months
following the separation from service (or, if earlier, the date of the Participant’s death);
and
(ii) if the Company reasonably anticipates that the Company’s federal income tax
deduction with respect to a payment for such Phantom Stock Rights would be limited or
eliminated by application of section 162(m) of the Code, then the payment shall be delayed
until the earlier of:
the next January 15 or December 30 (or, if not a business day, the next
preceding business day) of a calendar year during which the Company reasonably
anticipates that the Company’s federal income tax deduction with respect to such
payment will not be limited or eliminated by application of section 162(m) of the
Code taking into account the estimated amount deductible by the Company for that
calendar year for other compensation paid to Participant; or
the date of the Participant’s termination of employment with the Company if the
Company reasonably anticipates that the deduction of such payment will not be
limited or eliminated by application of section 162(m) of the Code for the calendar
year during which such termination occurs.
(b) Any payment by the Company hereunder for Phantom Stock Rights shall be in Shares.
Following such payment with respect to any Phantom Stock Rights, such Phantom Stock Rights shall
cease to exist and shall provide no further benefits to Participant.
distribution in settlement of Phantom Stock Rights hereunder shall be by means of bookkeeping
entries on the books of the Company and shall not create in Participant or any beneficiary any
right to, or claim against, any specific assets of the Company, nor result in the creation of any
trust or escrow account for Participant. With respect to any entitlement of Participant or any
beneficiary to any distribution hereunder, Participant or such beneficiary shall be a general
creditor of the Company.
(a) All terms and conditions of the Plan (which is hereby incorporated by reference with the
same effect as if fully recited herein) as now or hereafter in effect; and
(b) All the terms and conditions of this Agreement as now in effect or as hereafter modified
at the discretion of the Committee to conform with the Plan as amended from time to time.
The Participant acknowledges receipt of a copy of the Plan, represents and warrants that he
has read the Plan and agrees that this Agreement shall be subject to all of the terms and
conditions of the Plan. Any capitalized terms used herein that are not otherwise defined herein
shall have the meanings set forth in the Plan unless the context shall clearly require to the
contrary.
11. Governing Law. This Agreement shall be governed by the law of the State of Delaware and
construed in accordance therewith.
PARTICIPANT:
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COMPANY: | |
/s/ Xxxx X. Xxxxxxxx
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TRIAD GUARANTY INC. | |
Xxxx X. Xxxxxxxx |
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BY: /s/ Xxxxxxx X. Xxxxxxx, III Name: Xxxxxxx X. Xxxxxxx, III Title: Chairman of the Board |