RESTRICTED STOCK AWARD AGREEMENT
THIS
AGREEMENT (the “Agreement”), is made, effective as of ______ (the “Grant Date”),
between Bristol West Holdings, Inc., a Delaware corporation (hereinafter called
the “Company”), and _______, a member of the Board of Directors of the Company
(a “Director”), hereinafter referred to as the “Grantee.”
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 supplement the cash retainer paid to
the
Grantee for his or her service as a Director by granting the Shares provided
for
herein (the “Restricted Stock Award”) to the Grantee as an incentive for
increased efforts during his or her term as a Director, 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 Grantee a
Restricted Stock Award equal to _____
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 Grantee continues to serve
as a Director, the Restricted Stock shall become fully vested on
_________ [TWO
YEARS FROM THE GRANT DATE].
(b)
If
the
Grantee’s service as a Director terminates as a result of the Grantee’s death or
Disability (as hereinafter defined) the Restricted Stock shall, to the extent
not then vested, immediately become fully vested. If the Grantee’s service as a
Director 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
Grantee without consideration. For purposes of this Agreement, “Disability”
shall mean “disability” 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 Grantee’s becoming unable to engage in the activities required by
Grantee’s position as a Director 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 Grantee’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 Grantee 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 Grantee
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
Grantee 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
Grantee 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 Grantee or to the Grantee’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 Grantee
as contemplated by Section 4 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 other agreement with the Company
or
any of its Affiliates regarding the transferability, sale or other disposition
of the Restricted Stock.
7. Purchaser’s
Directorship.
Nothing
contained in this Agreement or in any other agreement entered into by the
Company or its Affiliates and the Grantee contemporaneously with the execution
of this Agreement prohibits or restricts the Company from terminating the
Grantee as a Director at any time or for any reason whatsoever, and the Grantee
hereby acknowledges and agrees that neither the Company nor any other Person
has
made any representations or promises whatsoever to the Grantee concerning the
Grantee’s continued service as a Director.
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 Grantee that the Grantee 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 Grantee hereunder and/or withholding amounts
from any compensation or other amount owing from the Company to the Grantee),
to
satisfy the obligations for payment of the minimum amount of any such taxes.
The
Grantee 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 Grantee 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 Grantee 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 Grantee 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 Grantee 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 Grantee shall, if the
Grantee is then deceased, be given to the Grantee’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 all the terms and provisions of
the
Plan. In the event of any conflict between this Agreement and the Plan, the
terms of the Plan shall control.
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.
[Continued
on next page.]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement.
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BRISTOL
WEST HOLDINGS, INC.
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By:
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Name:
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Title:
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DIRECTOR
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[NAME]
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