EXHIBIT 10.1
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is made and entered into as of the
date indicated on the signature page under "Date of Agreement" by and between
MGIC Investment Corporation, a Wisconsin corporation (the "Company"), and the
employee of Mortgage Guaranty Insurance Corporation whose signature is set forth
on the signature page hereto (the "Employee").
INTRODUCTION
The Company is granting options to purchase shares of the Company's Common
Stock, $1.00 par value per share (the "Stock"), to the Employee under the MGIC
Investment Corporation 2002 Stock Incentive Plan, as amended (the "Plan") and
this Agreement.
This Agreement consists of this instrument and the Incorporated Terms Dated
As of _________________________ to Stock Option Agreement (the "Incorporated
Terms"), which although not attached to this instrument, are part of this
Agreement and were provided to the Employee as indicated in Paragraph 1(b)
below.
The parties mutually agree as follows:
1. (a) The Company hereby grants to the Employee the right and option (the
"Stock Option") to purchase from the Company, on the terms and conditions herein
set forth, the number of shares of Common Stock set forth on the signature page
hereof after "Number of Shares" (the "Option Shares"), at a purchase price per
share set forth on the signature page after "Option Price Per Share" (the
"Option Price"), exercisable as hereinafter stated; provided, however, that such
number of shares and/or Option Price is subject to adjustment as provided in
Section 6 of this Stock Option Agreement. The Stock Option shall be exercisable
in whole or in part, to the extent provided in Section 4 hereof. The Stock
Option is a nonstatutory stock option and not an Incentive Stock Option within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
(b) The Incorporated Terms are incorporated in this instrument with the
same effect as if they were physically set forth in this instrument. The
Incorporated Terms and this instrument constitute a single agreement which is
referred to as "this Agreement." The terms "herein," "hereof," "above" and
similar terms used in this Agreement refer to this Agreement and not to this
instrument or the Incorporated Terms. The Incorporated Terms were attached to an
e-mail sent in _________________________ to the Employee from the Company's
Secretary which included other documents relating to the Stock Option. The
Company is hereby advising the Employee to print and retain a copy of the
Incorporated Terms. The Employee agrees if there is any difference between the
text of the Incorporated Terms received as indicated above and the text of the
Incorporated Terms retained by the Company's Secretary in connection with the
_________________________ meeting of the Management Development Committee, the
text of the copy retained by the Secretary will control.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Employee has hereunto affixed his hand and
seal, all as of the day and year set forth below.
Date of Agreement: As of
MGIC INVESTMENT CORPORATION
By:__________________________________________
Title: President and Chief Executive Officer
Sign Here: --> _____________________________________________(SEAL)
Name of Employee:____________________________
Number of Shares:____________________________
Option Price Per Share: $
Final Termination Date:
(See Section 4(b)(iv) of Incorporated Terms)
VESTING SCHEDULE
(See Section 4(a) of Incorporated Terms)
Date: Percent Exercisable or Vested:
---- -----------------------------
Prior to 0%
20%
40%
60%
80%
100%
2
