Exhibit 10.10
MGIC INVESTMENT CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT is made and entered into as of the date set forth on
the signature page hereof by and between MGIC INVESTMENT CORPORATION, a
Wisconsin corporation (the "Company"), and the non-employee director of
the Company whose signature is set forth on the signature page hereof (the
"Non-Employee Director").
W I T N E S S E T H:
WHEREAS, the MGIC Investment Corporation 1991 Stock Incentive Plan
(hereinafter referred to, as amended, as the "Plan"), permits shares of
the Company's common stock, $1.00 par value per share (the "Stock"), to be
awarded under its Deposit Share Program to non-employee directors of the
Company who elect to participate in the Program; and
WHEREAS, the Non-Employee Director has elected to participate in the
Program.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and
agree as follows:
1. Award of Restricted Stock. Subject to the terms and conditions
set forth herein, the Company hereby awards the Non-Employee Director the
number of shares of Stock set forth on the signature page hereof (the
"Restricted Stock").
2. Restrictions. Except as otherwise provided herein, the
Restricted Stock may not be sold, transferred or otherwise alienated or
hypothecated until the date set forth on the signature page hereof (the
"Release Date"). Shares of Restricted Stock may be transferred by gift
pursuant to the "Rules for Transfer of Awards Under the 1991 Stock
Incentive Plan" attached to this Agreement as Exhibit A (the "Rules").
Any person to whom shares of Restricted Stock are transferred pursuant to
the Rules is herein referred to as a "Permitted Transferee."
3. Escrow. Certificates for shares of Restricted Stock shall be
issued as soon as practicable in the name of the Non-Employee Director but
shall be held in escrow by the Company, as escrow agent. Upon issuance of
such certificates, (i) the Company shall give the Non-Employee Director a
receipt for the Restricted Stock held in escrow which will state that the
Company holds such Stock in escrow for the account of the Non-Employee
Director, subject to the terms of this Agreement, and (ii) the
Non-Employee Director shall give the Company a stock power for such Stock
duly endorsed in blank which will be held in escrow for use in the event
such Stock is forfeited in whole or in part. Unless forfeited as provided
herein, Restricted Stock shall cease to be held in escrow and certificates
for such Stock which have not been transferred to a Permitted Transferee
shall be delivered to the Non-Employee Director, or in the case of his
death, to his Beneficiary (as hereinafter defined) on the Release Date or
upon any other termination of the restrictions imposed by Paragraph 2
hereof.
4. Transfer After Release Date; Securities Law Restrictions.
Except as otherwise provided herein, Restricted Stock shall become free of
the restrictions of Paragraph 2 and be freely transferable by the
Non-Employee Director on the Release Date. Notwithstanding the foregoing
or anything to the contrary herein, the Non-Employee Director agrees and
acknowledges with respect to any Restricted Stock that has not been
registered under the Securities Act of 1933, as amended (the "Act"), that
(i) the Non-Employee Director will not sell or otherwise dispose of such
Stock except pursuant to an effective registration statement under the Act
and any applicable state securities laws, or in a transaction which, in
the opinion of counsel for the Company, is exempt from such registration,
and (ii) a legend will be placed on the certificates for the Restricted
Stock to such effect.
5. Termination of Directorship Due to Death. If the Non-Employee
Director ceases to be a director of the Company by reason of the
Non-Employee Director's death, (a) the restrictions of Paragraph 2
applicable to the Restricted Stock shall terminate and (b) the vesting
requirements for the Restricted Shares shall be deemed to be fulfilled on
the date of the Non-Employee Director's death.
6. Forfeiture. Awards of Restricted Stock hereunder that have not
vested shall be forfeited by the Non-Employee Director and shall revert to
the Company upon the Non-Employee Director ceasing to be a director of the
Company for any reason other than the Non-Employee Director's death or a
"Permissible Event," unless otherwise provided by the Committee. A
Permissible Event is termination of service as a director of the Company
by reason of (a) the Non-Employee Director being ineligible for continued
service as a director of the Company under the Company's retirement
policy, or (b) the Non-Employee Director's taking a position with or
providing services to a governmental, charitable or educational
institution whose policies prohibit continued service on the Company's
Board of Non-Employee Directors or under circumstances in which that
continued service as a director of the Company would be a violation of
law. If the Non-Employee Director ceases to be a director of the Company
by reason of a Permissible Event, the Restricted Stock shall vest, at the
date the Non-Employee Director ceases to be a director of the Company, in
a percentage (completed to the nearest whole percent) equal to the number
of days elapsed from date of this Agreement to the date the Non-Employee
Director ceases to be a director of the Company, divided by the number of
days in the vesting period. For purposes of determining such percentage,
the vesting period for 50% of the Restricted Stock shall end on the first
Release Date specified on the signature page hereof and the vesting period
for the remaining 50% shall end on the second Release Date so specified.
All Restricted Stock that does not so vest shall be forfeited to the
Company, unless otherwise determined by the Committee.
7. Beneficiary. (a) The person whose name appears on the
signature page hereof after the caption "Beneficiary" or any successor
designated by the Non-Employee Director in accordance herewith (the person
who is the Non-Employee Director's Beneficiary at the time of his death
herein referred to as the "Beneficiary") shall be entitled to receive the
vested Restricted Stock to be released to the Beneficiary under
Paragraphs 3 and 5 as a result of the death of the Non-Employee Director.
The Non-Employee Director may from time to time revoke or change the
Beneficiary without the consent of any prior Beneficiary by filing a new
designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Non-Employee Director's death, and in no event
shall any designation be effective as of a date prior to such receipt. If
no such Beneficiary designation is in effect at the time of an
Non-Employee Director's death, or if no designated Beneficiary survives
the Non-Employee Director or if such designation conflicts with law, the
Non-Employee Director's estate shall be entitled to receive the Restricted
Stock upon the death of the Non-Employee Director.
(b) A Permitted Transferee shall be entitled to designate a
Beneficiary with respect to the shares of Restricted Stock transferred to
the Permitted Transferee by completing the appropriate portion of the
election form contemplated by Paragraph 5 of the Rules (the "Election
Form"). Such Beneficiary shall be entitled to receive the vested
Restricted Stock to be released under Paragraphs 3 and 5 as a result of
the death of the Non-Employee Director or otherwise to be released
hereunder if, in either case, the Permitted Transferee dies, prior to such
release. The Permitted Transferee may from time to time revoke or change
such Beneficiary without the consent of any prior Beneficiary by filing a
new designation with the Committee. The last such designation received by
the Committee shall be controlling, provided, however, that no
designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Non-Employee Director's death, and
in no event shall any designation be effective as of a date prior to such
receipt. If no such designated Beneficiary survives the Permitted
Transferee, such Beneficiary's estate, of if such designation conflicts
with law, the Permitted Transferee's estate, shall be entitled to receive
the Restricted Stock released hereunder.
(c) If the Committee is in doubt as to the right of any person
to receive such Restricted Stock, the Company may retain such Stock,
without liability for any interest thereon, until the Committee determines
the person entitled thereto, or the Company may deliver such Restricted
Stock to any court of appropriate jurisdiction and such delivery shall be
a complete discharge of the liability of the Company therefor.
8. Certificate Legend. In addition to any legends placed on
certificates for Restricted Stock under Paragraph 4 hereof, each
certificate for shares of Restricted Stock shall bear the following
legend:
"The sale or other transfer of the shares of stock represented
by this certificate, whether voluntary, or by operation of law,
is subject to certain restrictions set forth in the MGIC
Investment Corporation 1991 Stock Incentive Plan, as amended,
and a Restricted Stock Award Agreement between MGIC Investment
Corporation and the registered owner hereof. A copy of such
Plan and such Agreement may be obtained from the Secretary of
MGIC Investment Corporation."
When the restrictions imposed by Paragraph 2 hereof terminate, the
foregoing legend shall be removed from the certificates representing such
Stock upon request of the Non-Employee Director or a Permitted Transferee
for whom the shares have been transferred.
9. Voting Rights; Dividends and Other Distributions. (a) While
the Restricted Stock is subject to restrictions under Paragraph 2 and
prior to any forfeiture thereof, the Non-Employee Director may exercise
full voting rights for the Restricted Stock registered in his name and
held in escrow hereunder.
(b) While the Restricted Stock is subject to the restrictions
under Paragraph 2 and prior to any forfeiture thereof, the Non-Employee
Director shall be entitled to receive all dividends and other
distributions paid with respect to the Restricted Stock. If any such
dividends or distributions are paid in Stock, such shares shall be subject
to the same restrictions as the shares of Restricted Stock with respect to
which they were paid, including the requirement that Restricted Stock be
held in escrow pursuant to Paragraph 3 hereof.
(c) Subject to the provisions of this Agreement, the
Non-Employee Director shall have, with respect to the Restricted Stock,
all other rights of holders of Stock.
10. Adjustments in Event of Change in Stock. In the event of any
change in the outstanding shares of Stock ("capital adjustment") for any
reason, including but not limited to, any stock splits, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or
exchange of shares or other similar event which, in the judgment of the
Committee, could distort the implementation of the Plan or the realization
of its objectives, the Committee may make such adjustments in the shares
of Restricted Stock subject to this Agreement, or in the terms, conditions
or restrictions of this Agreement as the Committee deems equitable.
11. Change in Control. (a) If a change in control occurs, the
restrictions of Paragraph 2 applicable to the Restricted Stock shall
terminate on the date of the change in control. For this purpose, "change
in control" shall mean any event which results in the legal or beneficial
ownership in one person or group of persons acting in concert of shares of
Stock representing more than fifty percent (50%) of the outstanding Stock
on the date of such event. It is understood that if a change in control
occurs, this Paragraph 11(a) shall apply even if the transaction by which
such change in control occurs is also described in Paragraph 11(b).
(b) In the event of a sale, lease or transfer of all or
substantially all of the Company's assets, equity securities or business,
or merger, consolidation or other business combination involving the
Company, the Committee may in its discretion provide that all or any
portion of the restrictions of Paragraph 2 applicable to all or any
portion of the Restricted Stock shall terminate, contingent upon the
consummation of such event or not so contingent, and may take all such
action as it deems necessary in connection therewith.
12. Powers of Company Not Affected. The existence of the Restricted
Stock shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any combination, subdivision or
reclassification of the Stock or any reorganization, merger,
consolidation, business combination, exchange of shares, or other change
in the Company's capital structure or its business, or any issue of bonds,
debentures or stock having rights or preferences equal, superior or
affecting the Restricted Stock or the rights thereof, or dissolution or
liquidation of the Company, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding, whether
of a similar character or otherwise. The determination of the Committee
as to any such adjustment shall be conclusive and binding for all purposes
of this Agreement. Nothing herein shall confer upon the Non-Employee
Director the right to continue as a member of the Company's Board of
Directors.
13. Interpretation by Committee. The Non-Employee Director agrees
that any dispute or disagreement which may arise in connection with this
Agreement shall be resolved by the Committee, in its sole discretion, and
that any interpretation by the Committee of the terms of this Agreement or
the Plan and any determination made by the Committee under this Agreement
or the Plan may be made in the sole discretion of the Committee and shall
be final, binding, and conclusive. Any such determination need not be
uniform and may be made differently among Non-Employee Directors awarded
Restricted Stock.
14. Miscellaneous. (a) This Agreement shall be governed and
construed in accordance with the laws of the State of Wisconsin applicable
to contracts made and to be performed therein between residents thereof.
(b) The waiver by the Company of any provision of this
Agreement shall not operate or be construed to be a subsequent waiver of
the same provision or waiver of any other provision hereof.
(c) The Restricted Stock shall be deemed to have been awarded
pursuant to the Plan and is subject to the terms and conditions thereof.
In the event of any conflict between the terms hereof and the provisions
of the Plan, the terms and conditions of the Plan shall prevail. Any and
all terms used herein, unless specifically defined herein shall have the
meaning ascribed to them in the Plan.
(d) Any notice, filing or delivery hereunder or with respect to
Restricted Stock shall be given to the Non-Employee Director at either his
or her address as indicated in the records of the Company to which
communications are generally sent to him or her; shall be given to a
Permitted Transferee at his address as indicated in the Election Form; and
shall be given to the Committee or the Company at 000 Xxxx Xxxxxxxx
Avenue, Milwaukee 53202, Attention: Secretary. All such notices shall be
given by first class mail, postage pre-paid, or by personal delivery.
(e) This Agreement shall be binding upon and inure to the
benefit of the Company and its successors and assigns and shall be binding
upon and inure to the benefit of the Non-Employee Director, any Permitted
Transferee, the Beneficiary and the personal representative(s) and heirs
of the Non-Employee Director, except that the Non-Employee Director may
not transfer any interest in any Restricted Stock prior to the release of
the restrictions imposed by Paragraph 2 other than as provided in
Paragraph 2.
(f) The term "certificate" as used herein with regard to shares
of Restricted Stock, includes electronic registration in the system of the
Company's transfer agent for the Stock.
15. Deposit Share Program. If any of the Original Deposit (as
defined in the Plan) is withdrawn prior to the release of any of the
Restricted Stock, the Restricted Stock attributable to the shares
withdrawn shall first be the Restricted Stock to be released on the first
Release Date and shall then be the Restricted Stock to be released on the
Second Release Date, as both such Dates are specified on the signature
page hereof. In the event of any conflict between the terms hereof and
the terms and conditions of Section 6(e) of the Plan relating to the
Deposit Share Program, the terms and conditions of Section 6(e) shall
prevail.
16. Permitted Transferee. In the event Shares of Restricted Stock
are transferred to a Permitted Transferee, (i) the provisions of
Paragraphs 3, 4, 9, and 13 shall apply mutatis muntandis to the shares so
transferred and to the Permitted Transferee; (ii) the provisions of
Paragraphs 5, 8, 10, 11, 12, 14 and 15 shall continue to apply without any
change with respect to the shares so transferred; and (iii) the provisions
of Paragraph 6 shall continue to apply without any change with respect to
the shares so transferred, except that the shares to be forfeited shall be
those shares of Restricted Stock that have not vested and which are held
by the Permitted Transferee.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer and its corporate seal hereunto
affixed, and the Non-Employee Director has hereunto affixed his hand and
seal, all on the day and year set forth below.
MGIC INVESTMENT CORPORATION
By: ____________________ __________________________________________
No. of Shares of Restricted Stock: ________
Date of Agreement: ________________
Award Date: ___________________
Release Dates: 50% on ____________
50% on ____________
Beneficiary: _______________________
Address of Beneficiary:
____________________________________
____________________________________
Beneficiary's Tax Identification
Number: ____________________________
