1
Exhibit 10.27
REINSURANCE GROUP OF AMERICA, INCORPORATED
FLEXIBLE STOCK PLAN
RESTRICTED STOCK AWARD
----------------------
Reinsurance Group of America, Incorporated, a Missouri
corporation (the "Company"), and X. Xxxxx Xxxxxxxx ("Holder") hereby agree as
follows:
SECTION 1
Grant of Restricted Stock
-------------------------
Pursuant to the Reinsurance Group of America, Incorporated
Flexible Stock Plan ("Plan") and pursuant to action of the Compensation
Committee of the Board of Directors (the "Committee") on January 28, 1998,
the Company hereby grants Holder, subject to the terms, conditions and
restrictions stated in this agreement ("Agreement") and the Plan, Ten
---
Thousand (10,000) shares of the Company's Common Stock, par value $.01 (the
-----------------
"Restricted Shares"). The Company hereby acknowledges receipt of $100.00 in
cash from Holder in payment of the par value of the Restricted Shares as
required by Section 15.2 of the Plan.
SECTION 2
Conditions and Restrictions Affecting Restricted Stock
------------------------------------------------------
(a) Transferability. Subject to Sections 2(d), 2(e), and 3 of this
---------------
Agreement, Holder may not sell, transfer, pledge, donate, hypothecate or
otherwise dispose of any of the Restricted Shares prior to January 1, 2008.
The period from January 28, 1998 to December 31, 2007 is hereinafter referred
to as the "Restricted Period." At the end of the Restricted Period, all
Restricted Shares which have not been forfeited hereunder, together with any
cash held on account of dividends paid on such Restricted Shares, shall be
delivered to Holder, provided the Company may withhold sufficient Restricted
Shares and/or cash in order to satisfy any federal, state or local tax
withholding obligations.
(b) Stock Certificates. The Restricted Shares shall be evidenced by
------------------
one or more stock certificates registered in Holder's name, which shall bear
a restrictive legend referring to the Plan and the risk of forfeiture of the
Restricted Shares and stating that the Restricted Shares are nontransferable
until all restrictions have been satisfied and the legend has been removed.
In addition, certificate(s) representing the Restrictive Shares shall bear
such other restrictive legends, stop-transfer orders, dividend payment orders
and other notations as the Committee, in its discretion, may determine. The
certificate(s) evidencing the Restricted Shares shall be held in the custody
of the Company until the expiration of the Restricted Period or earlier
forfeiture.
(c) Voting and Dividend Rights. During the Restricted Period, Holder
--------------------------
shall be entitled to receive all cash dividends when paid on the
Restricted Shares and shall be entitled to vote the Restricted
Shares. Holder shall not be entitled to receive any stock
dividends
4
2
Exhibit 10.27
(including stock splits effected in the form of stock dividends)
paid on the Restricted Shares during the Restricted Period. Any
such stock dividends paid during the Restricted Period shall be
considered "Restricted Shares", subject to all restrictions
hereunder, and shall be held by the Company on the same terms as the
Restricted Shares on which they were paid.
(d) Effect of Termination, Death and Disability.
-------------------------------------------
(i) Holder shall immediately forfeit all rights relating
to the Restricted Shares, upon the termination of Holder's status as an
executive officer of the Company during the Restricted Period by either
Holder or the Company for any reason (including retirement), other than
Holder's death or Disability (a "Termination"). An approved leave of
absence shall not constitute a Termination if the leave of absence does
not exceed 90 days or, if longer, so long as Xxxxxx's right to re-
employment is guaranteed either by statute or contract or so long as
Holder in fact continues as an executive officer of the Company
following the leave of absence. Where the period of leave exceeds 90
days and re-employment is not so guaranteed, or Holder does not so
continue as an executive officer, Termination shall be deemed to have
occurred on the first day of the period of leave. In the event of a
Termination prior to the expiration of the Restricted Period other than
due to Malfeasance, the Committee may make a pro rata distribution of
the Restricted Shares if the Committee, in its sole discretion, believe
such a distribution is appropriate and in the best interests of the
Company.
(ii) Death or Disability. In the event of Xxxxxx's death
-------------------
or Disability (as defined in the Plan) during the Restricted Period,
the Restricted Shares (to the extent such shares have not been
forfeited hereunder) shall become immediately vested in Holder or
Holder's estate or legatees, as the case may be, without any
restriction on transfer, voting or dividend rights hereunder (although
the transfer of such shares may be subject to restrictions under
federal securities laws).
(e) Malfeasance. Holder shall immediately forfeit all Restricted
-----------
Shares subject to this Agreement in the event of Holder's Malfeasance.
"Malfeasance" means (1) any conduct, act or omission that is contrary to
Xxxxxx's duties as an executive officer of the Company or that is inimical or
in any way contrary to the best interests of the Company or any of its
Affiliates (as defined in the Plan), or (2) employment of Holder by or
association of Holder with an organization that competes with the Company or
any of its Affiliates.
5
3
Exhibit 10.27
SECTION 3
Change of Control
-----------------
Notwithstanding the restrictions set forth in Section 2, in the
event a Change of Control (as defined in the Plan) occurs during the
Restricted Period, the Restricted Shares (to the extent such shares have not
been forfeited) shall become immediately vested in Holder without any
restriction on transfer, voting or dividend rights hereunder (although the
transfer of such shares may be subject to restrictions under federal
securities laws), and the Committee shall take such action as is necessary or
appropriate to effectuate the intent of this provision.
SECTION 4
Non-Compete/Non-Solicitation
----------------------------
Xxxxxx agrees that if Xxxxxx's employment by the Company is terminated
for any reason during the Restricted Period, Holder will not, for a period of
two (2) years after the date of such termination:
(i) become employed by or associated with any organization that
competes with the Company or any of its subsidiaries, or
otherwise engage in any business activity that competes with any
business activity of the Company or any of its subsidiaries; or
(ii) directly or indirectly solicit any associate, consultant, or
employee of the Company or any of its subsidiaries to become
employed, contracted, or associated by or with Holder or any
entity in which Holder is an employee or owner; or
(iii) directly or indirectly solicit any customers of the Company or
any of its subsidiaries;
without the prior written consent of the Company.
The invalidity or enforceability of any provision of this Section 4
shall not affect the validity or enforceability of any other provision of
this Section 4 or of any other provision of the Agreement. In addition, if
any provision of this Section 4 shall be adjudged to be excessively broad as
to duration, geographical scope, activity or subject, the parties intend that
such provision shall be deemed modified to the minimum degree necessary to
make such provision valid and enforceable under applicable law, and that such
modified provision shall thereafter be enforced to the fullest extent
possible.
SECTION 5
Effect of Forfeiture
--------------------
In the event of a forfeiture of Restricted Shares, all rights of Holder
under this Agreement shall immediately terminate, and all such shares shall
be available for future grant under the Plan. A forfeiture shall not affect
Holder's obligations under Section 4.
6
4
Exhibit 10.27
SECTION 6
Miscellaneous
-------------
(a) Non-Assignability. This Agreement shall not be assignable or
-----------------
transferable by Holder.
(b) Right to Continued Employment. Nothing in this Agreement shall
-----------------------------
confer on Holder any right to continued employment or interfere with the
right of an employer to terminate Xxxxxx's employment at any time.
SECTION 7
Terms of the Plan
-----------------
This Agreement is subject to all of the terms of the Plan whether
or not such terms are set forth in this Agreement, and capitalized terms not
specifically defined herein shall have the meanings ascribed to them in the
Plan.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of this twenty-eighth day of January, 1998.
REINSURANCE GROUP OF AMERICA, INCORPORATED
"Company"
By: /s/ Xxxx X. Xxx
---------------
Name: Xxxx X. Xxx
Title: Executive Vice President & Chief
Financial Officer
/s/ X. Xxxxx Xxxxxxxx
---------------------
Name: X. Xxxxx Xxxxxxxx
7
