RESTRICTED STOCK AWARD AGREEMENT
THIS
AGREEMENT (the “Agreement”), is made, effective as of February 22, 2005, (the
“Grant Date”) between Bristol West Holdings, Inc., a Delaware corporation
(hereinafter called the “Company”), and [NAME], an
employee of the Company or an Affiliate (as defined below) of the Company,
hereinafter referred to as the “Executive.”
WHEREAS,
the Company has adopted the 2004 Stock Incentive Plan for the Company and
Subsidiaries (the “Plan”), the terms of which are hereby incorporated by
reference and made a part of this Agreement (capitalized terms not otherwise
defined herein shall have the same meanings as in the Plan);
WHEREAS,
the Committee has determined that it would be to the advantage and best interest
of the Company and its shareholders to grant the Shares provided for herein (the
“Restricted Stock Award”) to the Executive as an incentive for increased efforts
during his or her term of office with the Company or its Affiliates, and has
advised the Company thereof and instructed the undersigned officer to grant this
Restricted Stock Award;
NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto do hereby agree as follows:
1. Grant
of the Restricted Stock. Subject
to the terms and conditions of the Plan, and the additional terms and conditions
set forth in this Agreement, the Company hereby grants to the Executive a
Restricted Stock Award equal to [NUMBER]1 Shares
(hereinafter called the “Restricted Stock”). The Restricted Stock shall vest and
become nonforfeitable in accordance with Section 2 hereof.
2. Vesting.
(a) Unless
otherwise provided in this Agreement, so long as the Executive continues to be
employed by the Company or its Affiliates, the Restricted Stock shall become
fully vested on February 22, 2007.
(b) If the
Executive’s employment with the Company or its Affiliates terminates as a result
of the Executive’s death or Disability (as hereinafter defined) the Restricted
Stock shall, to the extent not then vested, immediately become fully vested. If
the Executive’s employment is terminated for any reason other than due to death
or Disability, the Restricted Stock shall, to the extent not then vested, be
forfeited by the Executive without consideration. For purposes of this
Agreement, “Disability” shall mean “disability” as defined in any employment
agreement then in effect between the Executive and the Company or any subsidiary
thereof, or if not defined therein or if there is no such agreement, as defined
in the Company’s long-term disability plan as in effect from time to time, or if
there is no such plan or if not defined therein, the Executive’s becoming unable
to engage in the activities required by Executive’s job by reason of any
medically determined physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than six (6) months.
(c) Notwithstanding
any other provision of this Agreement to the contrary, upon the occurrence of a
Change in Control, all unvested Restricted Stock shall become immediately
vested.
3. Certificates.
Certificates evidencing the Restricted Stock shall be issued by the Company and
shall be registered in the Executive’s name on the stock transfer books of the
Company promptly after the date hereof, but shall remain in the physical custody
of the Company or its designee at all times prior to the vesting of such
Restricted Stock pursuant to Section 2. The Executive hereby acknowledges and
agrees that the Company shall retain custody of such certificate or certificates
until the restrictions imposed by Section 2 on the Shares granted hereunder
lapse. As a condition to the receipt of this Restricted Stock Award, the
Executive shall deliver to the Company a stock power, duly endorsed in blank,
relating to the Restricted Stock. No certificates shall be issued for fractional
Shares.
4. Rights
as a Stockholder. The
Executive shall be the record owner of the Restricted Stock until or unless such
Stock is forfeited pursuant to Section 2 hereof, and as record owner shall be
entitled to all rights of a common stockholder of the Company, including,
without limitation, voting rights with respect to the Restricted Stock;
provided,
however, that
any cash or in-kind dividends paid with respect to the Restricted Stock that has
not previously vested shall be withheld by the Company and shall be paid to the
Executive only when, and if, such Restricted Stock shall become fully vested
pursuant to Section 2. As soon as practicable following the vesting of the
Restricted Stock pursuant to Section 2, certificates for the Restricted Stock
which shall have vested shall be delivered to the Executive or to the
Executive’s legal guardian or representative along with the stock powers
relating thereto.
5. Legend
on Certificates. The
certificates representing the vested Restricted Stock delivered to the Executive
as contemplated by Section 3 above shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Stock is listed, and any
applicable Federal or state laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.
6. Transferability. The
Restricted Stock may not, at any time prior to becoming vested pursuant to
Section 2 or thereafter, be transferred, sold, assigned, pledged, hypothecated
or otherwise disposed of unless such transfer, sale, assignment, pledge,
hypothecation or other disposition complies with the provisions of this
Agreement and, to the extent applicable, any employee stockholder’s agreement or
other agreement with the Company or any of its Affiliates regarding the
transferability, sale or other disposition of the Restricted Stock.
7. Purchaser’s
Employment by the Company. Nothing
contained in this Agreement or in any other agreement entered into by the
Company or its Affiliates and the Executive contemporaneously with the execution
of this Agreement (subject to any rights set forth in an employment agreement
between the Executive and the Company or any Affiliate as in effect from time to
time) (i) obligates the Company or any Affiliate to employ the Executive in any
capacity whatsoever or (ii) prohibits or restricts the Company (or any
Affiliate) from terminating the employment, if any, of the Executive at any time
or for any reason whatsoever, with or without cause, and the Executive hereby
acknowledges and agrees that neither the Company nor any other Person has made
any representations or promises whatsoever to the Executive concerning the
Executive’s employment or continued employment by the Company or any Affiliate
thereof.
8. Change
in Capitalization. If,
prior to the time the restrictions imposed by Section 2 on the Restricted Stock
granted hereunder lapse, the Company shall be reorganized or otherwise
restructured, or consolidated or merged with another corporation (other than a
Change in Control, which results in the immediate vesting of Restricted Stock),
any stock, securities or other property exchangeable for such Stock pursuant to
such reorganization, consolidation or merger shall be deposited with the Company
and shall become subject to the restrictions and conditions of this Agreement to
the same extent as if it had been the original property granted hereby, pursuant
to Section 9 of the Plan.
9. Withholding. It
shall be a condition of the obligation of the Company to deliver Restricted
Stock to the Executive that the Executive pay to the Company such amount as may
be requested by the Company for the purpose of satisfying any liability for any
federal, state or local income or other taxes required by law to be withheld
with respect to such Restricted Stock, including the payment to the Company upon
the vesting of the Restricted Stock or other settlement in respect of the
Restricted Stock of all such taxes and requirements. The Company shall be
authorized to take such action as may be necessary, in the opinion of the
Company’s counsel (including, without limitation, withholding vested Restricted
Stock otherwise deliverable to the Executive hereunder and/or withholding
amounts from any compensation or other amount owing from the Company to the
Executive), to satisfy the obligations for payment of the minimum amount of any
such taxes. The Executive is hereby advised to seek his own tax counsel
regarding the taxation of the grant of Restricted Stock made
hereunder.
10. Limitation
on Obligations. The
Company’s obligation with respect to the Restricted Stock granted hereunder is
limited solely to the delivery to the Executive of Shares on the date when such
shares are due to be delivered hereunder, and in no way shall the Company become
obligated to pay cash in respect of such obligation. This Restricted Stock Award
shall not be secured by any specific assets of the Company or any of its
subsidiaries, nor shall any assets of the Company or any of its subsidiaries be
designated as attributable or allocated to the satisfaction of the Company’s
obligations under this Agreement. In addition, the Company shall not be liable
to the Executive for damages relating to any delays in issuing the share
certificates to him (or his designated entities), any loss of the certificates,
or any mistakes or errors in the issuance of the certificates or in the
certificates themselves.
11. Securities
Laws. Upon
the vesting of any Restricted Stock, the Company may require the Executive to
make or enter into such written representations, warranties and agreements as
the Committee may reasonably request in order to comply with applicable
securities laws or with this Agreement. The granting of the Restricted Stock
hereunder shall be subject to all applicable laws, rules and regulations and to
such approvals of any governmental agencies as may be required.
12. Notices. Any
notice to be given under the terms of this Agreement to the Company shall be
addressed to the Company in care of its Secretary, and any notice to be given to
the Executive shall be addressed to him or her at the address given beneath his
signature hereto. By a notice given pursuant to this Section 12, either party
may hereafter designate a different address for notices to be given to him or
her. Any notice that is required to be given to the Executive shall, if the
Executive is then deceased, be given to the Executive’s personal representative
if such representative has previously informed the Company of his or her status
and address by written notice under this Section 12. Any notice shall have been
deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal
Service.
13. Governing
Law. The
laws of the State of Delaware shall govern the interpretation, validity and
performance of the terms of this Agreement regardless of the law that might be
applied under principles of conflicts of laws.
14. Restricted
Stock Award Subject to the Plan. The
Restricted Stock Award shall be subject to the terms and provisions of the Plan,
the Employee Stockholder’s Agreement between Employee and Bristol
West Holdings, Inc. and the
other parties thereto, and the Sale Participation Agreement, in each case to the
extent applicable to the Restricted Stock. In the event of a conflict between
any term or provision contained herein and a term or provision of the Plan, the
Employee Stockholder’s Agreement, or the Sale Participation Agreement, the
applicable terms and provisions of the Plan, the Employee Stockholder’s
Agreement, or the Sale Participation Agreement, as applicable, will govern and
prevail. In the event of a conflict between any term or provision of the Plan
and any term or provision of the Employee Stockholder’s Agreement or the Sale
Participation Agreement, the applicable terms and provisions of the Employee
Stockholder’s Agreement or the Sale Participation Agreement will govern and
prevail.
15. Signature
in Counterparts. This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement.
BRISTOL
WEST HOLDINGS, INC.
By:
_____________________________
Name:
Title:
EXECUTIVE
_________________________________
[NAME]
1 Number
to be determined based on dividing the closing price of one Share
on February 22, 2005 into dollar amounts that will be determined for each
executive.
