Contract
Exhibit 10.26
This Restricted Stock Agreement is dated as of the 19th day of February, 2008, between FBL
Financial Group, Inc., an Iowa corporation (the “Company”), and
(“Employee”).
1.
Award.
(a) Shares. Pursuant to the FBL Financial Group, Inc. 2006 Class A Common Stock
Compensation Plan (the “Plan”), ______ shares (the “Restricted Shares”) of the Company’s common
stock, without par value (“Stock”), shall be issued as hereinafter provided in Employee’s name
subject to certain restrictions thereon.
(b) Issuance of Restricted Shares. The Restricted Shares shall be issued upon
acceptance hereof by Employee, subject to satisfaction of the conditions of this Agreement.
(c) Plan Incorporated. Employee acknowledges receipt of a copy of the Plan, and
agrees that this award of Restricted Shares shall be subject to all of the terms and conditions set
forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof,
which Plan is incorporated herein by reference as a part of this Agreement.
(d) Policy Incorporated. Employee acknowledges receipt of a copy of the Impact of
Restatement of Financial Statements Upon Awards Policy (“Clawback Policy”) adopted by the
Management Development and Compensation Committee of the Board of Directors and agrees that this
award of Restricted Shares shall be subject to all of the terms and conditions set forth in the
Clawback Policy, including future amendments thereto, if any, which Clawback Policy is incorporated
herein by reference as part of this Agreement.
2.
Restricted Shares. Employee hereby accepts the Restricted Shares when issued and
agrees with respect thereto as follows:
(a) Forfeiture Restrictions. The Restricted Shares may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent
then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of
termination of Employee’s employment with the Company or employing subsidiary for any reason other
than (i) normal or early retirement as defined in the Company’s defined benefit plan, (ii) death
or (iii) disability as determined by the Company, or except as otherwise provided in the last
sentence of subparagraph (b) of this Paragraph 2, Employee shall, for no consideration, forfeit to
the Company all Restricted Shares to the extent then subject to the Forfeiture Restrictions. The
prohibition against transfer and the obligation to forfeit and surrender Restricted Shares to the
Company upon
termination of employment are herein referred to as “Forfeiture Restrictions.” The Forfeiture
Restrictions shall be binding upon and enforceable against any transferee of Restricted Shares.
(b) Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to
the Restricted Shares on the Lapse Date in accordance with the following schedule:
| (i) | Lapse Date: |
Date in 2011 of determination by the Management Development and Compensation Committee of the
extent to which performance goals have been met.
| (ii) | Restricted Stock Agreement Earnings Per Share (RSAEPS) |
RSAEPS means Operating Income as defined in the Accounting Policy for Determination of Operating
Income that is in effect and previously approved by the Audit Committee (attached) as of February
19, 2008 for the years 2008, 2009 and 2010.
| (iii) | Restricted Stock Agreement Return on Equity (RSAROE) |
RSAROE means the percentage return on common equity, as computed by dividing Operating Income (as
defined in the Accounting Policy for Determination of Operating Income that is in effect and
previously approved by the Audit Committee as of February 19, 2008) for the three years ended
December 31, 2010 by the average of total common stockholders’ equity excluding accumulated other
comprehensive income at December 31, 2007 and the end of each of the four calendar quarters for
each of the three years ended December 31, 2008, 2009 and 2010.
| (iv) | Performance Goals |
Lapse of Forfeiture Restrictions on the Restricted Stock Award is governed 75% by the RSAEPS goals
and 25% by the RSAROE goals which follow.
The RSAEPS goals for this Restricted Stock Award are cumulative earnings per share for the three
years ended December 31, 2010, of:
Threshold RSAEPS goal: |
$ | 9.35 | ||
Target RSAEPS goal: |
$ | 10.23 | ||
Maximum RSAEPS goal: |
$ | 11.37 |
The RSAROE goals for this Restricted Stock Award are the cumulative returns on equity for the three
years ended December 31, 2010, of:
Threshold RSAROE goal: |
28.4 | % | ||
Target RSAROE goal: |
30.8 | % |
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Maximum RSAROE goal: |
33.2 | % |
| (v) | Percentage of Number of Restricted Shares Awarded Pursuant to RSAEPS Goals to Which Forfeiture Restrictions Lapse: |
If RSAEPS equal or exceed the maximum RSAEPS goal: |
100 | % | ||
If RSAEPS equals the target RSAEPS: |
50 | % | ||
If RSAEPS are less than the threshold RSAEPS goal: |
0 | % |
If RSAEPS for the three years ended December 31, 2010 are at least the threshold RSAEPS goal (“A”)
but less than the target RSAEPS goal (“B”), the percentage of the 75 % of Restricted Shares to
which Forfeiture Restrictions lapse will be calculated according to the following formula:
(RSAEPS -
A)/(B - A)/2
If RSAEPS for the three years ended December 31, 2010 are at least the target RSAEPS goal (“B”) but
less than the maximum RSAEPS goal (“C”), the percentage of the 75 % of Restricted Shares to which
Forfeiture Restrictions lapse will be calculated according to the following formula:
(RSAEPS - B)/(C-B)/2 + 50%
| (vi) | Percentage of Number of Restricted Shares Awarded Pursuant to RSAROE Goals to Which Forfeiture Restrictions Lapse: |
If RSAROE equals or exceeds the maximum RSAROE goal: |
100 | % | ||
If RSAROE equals the target RSAROE goal: |
50 | % | ||
If RSAROE is less than the threshold RSAROE goal: |
0 | % |
If RSAROE for the three years ended December 31, 2010 is at least the threshold RSAROE goal (“X”)
but less than the maximum RSAROE goal (“Y”), the percentage of the 25 % of Restricted Shares to
which the Forfeiture Restrictions lapse will be calculated according to the following formula:
(RSAROE
- X)/(Y - X)
| (vii) | Effect of Termination of Employment |
Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted
Shares on the occurrence of a Change in Control (as such term is defined in the Plan). If
Employee’s employment with the Company is terminated before the Lapse Date by reason of death, the
Forfeiture Restrictions shall immediately lapse as to a prorata portion of the Restricted Shares.
The prorata portion shall be measured by months elapsed from the date of this Agreement to the date
of death, as compared to 36 months. If Employee’s employment with the Company is terminated before
the Lapse Date by reason of disability (as determined by the Company) or retirement as defined in
the Plan, the Forfeiture Restrictions shall lapse on the Lapse Date as to a prorata portion
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of the Restricted Shares which would be available to Employee on the Lapse Date (according to the
schedule above) had Employee not terminated employment. The prorata portion shall be measured by
months elapsed from the date of this Agreement to termination of employment, as compared to 36
months. In the event Employee’s employment is terminated for any other reason, the Committee or its
delegate, as appropriate, may, in the Committee’s or such delegate’s sole discretion, approve the
lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such
restrictions, such lapse to be effective on the Lapse Date.
(c) Dividend Restriction. Payment of any dividends on the Restricted Shares is
contingent upon meeting the performance requirements contained in this Agreement, and such
dividends shall be retained by FBL and not paid to Employee until such date as the Management
Development and Compensation Committee declares to what extent the performance terms have been
satisfied, and then only in respect to shares which have not been forfeited.
(d) Certificates. A certificate evidencing the Restricted Shares shall be issued by
the Company in Employee’s name, or at the option of the Company, in the name of a nominee of the
Company, pursuant to which Employee shall have voting rights and such rights to dividends as are
described in paragraph 2(c), above. As required by the Plan, the certificate shall bear a legend
reading as follows: “The sale or other transfer of the Shares of Stock represented by this
certificate, whether voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer as set forth in the FBL Financial Group, Inc. 2006 Class A Common Stock
Compensation Plan and in a Restricted Stock Agreement dated February 19, 2008. A copy of the Plan
and such Restricted Stock Agreement may be obtained from the Secretary of FBL Financial Group,
Inc.” The Company may cause the certificate to be delivered upon issuance to the Secretary of the
Company or to such other depository as may be designated by the Company as a depository for
safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms
of the Plan and this award. Alternatively, the Company may maintain the shares in an
uncertificated record at the offices of its stock transfer agent. Upon request of the Committee or
its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to
the Restricted Shares then subject to the Forfeiture Restrictions. Upon the lapse of the
Forfeiture Restrictions without forfeiture, the Company shall cause a new certificate or
certificates to be issued without legend in the name of Employee for the shares upon which
Forfeiture Restrictions lapsed, or at the election of Employee, cause uncertificated shares to be
transferred to an account for the benefit of Employee at such bank or brokerage firm as Employee
directs. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any
shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period
as may be required to comply with applicable requirements of any national securities exchange or
any requirements under any law or regulation applicable to the issuance or delivery of such shares.
The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or
delivery thereof shall constitute a violation of any provision of any law or of any regulation of
any governmental authority or any national securities exchange.
3. Withholding of Tax. To the extent that the receipt of the Restricted Shares,
dividends paid upon the Restricted Shares or the lapse of any Forfeiture Restrictions results in
compensation income to Employee for federal or state income tax purposes, Employee shall deliver to
the Company at the time of such receipt or lapse, as the case may be, such amount of money or
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shares of unrestricted Stock as the Company may require to meet its withholding obligation under
applicable tax laws or regulations, and, if Employee fails to do so, the Company is authorized to
withhold from any cash or Stock remuneration then or thereafter payable to Employee any tax
required to be withheld by reason of such resulting compensation income.
4. Status of Stock. Employee agrees that the Restricted Shares will not be sold or
otherwise disposed of in any manner which would constitute a violation of any applicable federal or
state securities laws. Employee also agrees (i) that the certificates representing the Restricted
Shares may bear such legend or legends as the Company deems appropriate in order to assure
compliance with applicable securities laws, (ii) that the Company may refuse to register the
transfer of the Restricted Shares on the stock transfer records of the Company if such proposed
transfer would be in the opinion of counsel satisfactory to the Company constitute a violation of
any applicable securities law and (iii) that the Company may give related instructions to its
transfer agent, if any, to stop registration of the transfer of the Restricted Shares.
5. Employment Relationship. For purposes of this Agreement, Employee shall be
considered to be in the employment of the Company as long as Employee remains an employee of either
the Company, any successor corporation or a parent or subsidiary corporation (as defined in section
424 of the Code) of the Company or any successor corporation. Any question as to whether and when
there has been a termination of such employment, and the cause of such termination, shall be
determined by the Committee, or its delegate, as appropriate, and its determination shall be final.
6. Committee’s Powers. No provision contained in this Agreement shall in any way
terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering
any of the powers, rights or authority vested in the Committee or, to the extent delegated, in its
delegate pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan,
including, without limitation, the right to make certain determinations and elections with respect
to the Restricted Shares. By execution of this Agreement, Company affirms that the Committee has
waived the provisions of Section 9(i) of the Plan which would otherwise require automatic
forfeiture of all shares of Restricted Stock still subject to restrictions upon termination of
Employee’s employment, and has substituted therefore the provisions stated in Paragraphs 2(a) and
2(b), above.
7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors to the Company and all persons lawfully claiming under Employee.
8. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Iowa.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer
thereunto duly authorized, and Employee has executed this Agreement, with an effective date of
February 19, 2008.
| FBL FINANCIAL GROUP, INC. | ||||
| By: | ||||
| (name and title) | ||||
| Employee | ||||
Please Initial Appropriate Item (One of the lines must be initialed):
| ___ | I do not desire the alternative tax treatment provided for in the Internal Revenue Code Section 83(b). | |
| ___ | I do desire the alternative tax treatment provided for in Internal Revenue Code Section 83(b) and desire that forms for such purpose be forwarded to me. * |
| • | I acknowledge that the Company has suggested that before this line is initialed that I check with a tax consultant of my choice. |
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Policy: Impact of Restatement of Financial Statements Upon Awards. (Adopted by Management
Development and Compensation Committee December 2006.)
If any of the Company’s financial statements are restated because of errors, omissions or fraud,
the Committee may (in its sole discretion, but acting in good faith) direct that the Company
recover all or a portion of awards of bonuses, and grants of options and restricted stock options
(together, “awards”) with respect to any fiscal year of the Company the financial results of which
are negatively affected by such restatement. Recoveries may be made from all officers in the
Section 16 reporting group regardless of fault, and from any other persons whom the Committee
believes were involved in misconduct causing the required restatement (together, “Participants”).
Misconduct involves more than mere negligent job performance. The amount to be recovered from the
Participant shall be the amount by which awards exceeded the amount that would have been payable to
the Participant had the financial statements been initially filed as restated, or any greater or
lesser amount (including, but not limited to, the entire award) that the Committee shall determine.
The Committee shall determine whether the Company shall effect any such recovery (i) by seeking
repayment from the Participant, (ii) by reducing (subject to applicable law and the terms and
conditions of the applicable plan, program or arrangement) the amount that would otherwise be
payable to the Participant under any compensatory plan, program or arrangement maintained by the
Company or any of its affiliates, (iii) by withholding payment of future increases in compensation
(including the payment of any discretionary bonus amount) or grants of compensatory awards that
would otherwise have been made in accordance with the Company’s otherwise applicable compensation
practices, or (iv) by any combination of the foregoing. Provisions reflecting this policy shall be
placed in all award grant instruments delivered to Participants.
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