TRIAD GUARANTY INC. EXECUTIVE/KEY EMPLOYEE RESTRICTED STOCK AGREEMENT
Exhibit 10.43
This
Restricted Stock Agreement (the “Agreement”), dated
____________ is entered into between
Triad Guaranty Inc., a Delaware corporation (the “Company”), and
____________ (the “Participant”).
Date | Vested Percentage | |
|
||
____________ | ___% | |
____________ | ___% | |
____________ | 100% |
Notwithstanding the vesting schedule set forth above, the Shares granted hereunder shall fully vest
upon a Termination or Constructive Termination occurring within twelve (12) months following a
Change in Control of the Company. For purposes of this Agreement, the following terms shall have
the meanings set forth below:
(a) “Termination” shall mean termination of the Participant’s employment other than for
“misconduct” (as defined in the Plan) by the Company (or the successor to the Company).
(b) “Constructive Termination” shall mean the occurrence of any of the following without the
Participant’s consent:
(i) assignment to Participant of duties that are materially inconsistent with
his/her position with the Company at the time of announcement of the Change in
Control;
(ii) a material reduction in the non-variable compensation (i.e. the aggregate of
all components of compensation other than bonus, equity awards and such other
components which by their nature are expected to vary from year to year) of the
Participant from his/her non-variable compensation at the time of the announcement
of the Change in Control; or
1
(iii) requirement that the Participant relocate his/her principal business office
more than fifty (50) miles from the Participant’s principal business office at the
time of the announcement of the Change in Control.
(j) “Change in Control” shall mean the occurrence of any of the following events:
(i) any person or persons acting as a group, as that term is defined in Rule
13d-3 under the Securities Exchange Act of 1934 (other than Collateral
Holdings, Ltd., an Alabama limited partnership, and any of its affiliates) shall
become the beneficial owner of securities of the Company representing more than
fifty percent (50%) of the combined voting power of the Company’s then outstanding
securities; or
(ii) individuals who constitute the board of directors of the Company as of the date
hereof (the “Incumbent Board”) cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director subsequent to the
date hereof whose election or nomination for election was approved by a vote of at
least three-quarters of the directors comprising the Incumbent Board (either by a
specific vote or by approval of the proxy statement of the Company in which such
person is named as a nominee for director, without objection to such nomination)
shall be, for purposes of this clause (ii) considered as though such person were a
member of the Incumbent Board; or
(iii) any consolidation or merger to which the Company is a party, if following such
consolidation or merger, stockholders of the Company immediately prior to such
consolidation or merger shall not beneficially own securities representing more than
fifty percent (50%) of the combined voting power of the outstanding voting
securities of the surviving or continuing corporation; or
(iv) any sale, lease, exchange or other transfer (in one transaction or in a series
of related transactions) of all, or substantially all, of the assets of the Company,
other than to an entity (or entities) of which the Company or the stockholders of
the Company immediately prior to such transaction beneficially own securities
representing more than fifty percent (50%) of the combined voting power of the
outstanding voting securities.
2
(a) In the event of the termination by the Participant of the Participant’s employment
with the Company and all of its subsidiaries, any Shares which have not vested in accordance
with Section 2 of this Agreement on the date of termination of employment shall be forfeited
in full.
(b) In the event of the termination by the Company of the Participant’s employment with
the Company and all of its subsidiaries for “misconduct” as defined in the Plan, any Shares
which have not vested in accordance with Section 2 of this Agreement on the date of
termination of employment shall be forfeited in full.
(c) In the event of the termination by the Company of the Participant’s employment with
the Company or any of its subsidiaries for any reason other than “misconduct” as defined in
the Plan, including the Participant’s death or incapacity, notwithstanding the vesting
schedule set forth in Section 2 of this Agreement, the Shares granted hereunder shall fully
vest.
(d)
Participant may be released from the effects of Section 6 (a) or (b)
if the Committee (as defined in the Plan) determines in its sole
discretion that such action is in the best interests of the Company
and its stockholders.
(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/she has read the Plan and agrees that this Agreement shall be subject to all of the terms and
conditions of the Plan.
12. Governing Law. This Agreement shall be governed by the law of the State of Delaware and
construed in accordance therewith.
3
PARTICIPANT:
|
COMPANY: | |||
TRIAD GUARANTY INC. | ||||
By: | ||||
Name: | ||||
Title: | ||||
4