RESTRICTED STOCK UNIT AWARD AGREEMENT
AWARD AGREEMENT
Globe Life Inc. (the “Company”) grants to the Grantee Restricted Stock Units (the “RSUs”) in the number specified below representing the right to earn, on a one-for-one basis, shares of the Company’s Common Stock, $1.00 par value (“Stock”) pursuant to and subject to the provisions of the Globe Life Inc. 2018 Incentive Plan, formerly the Torchmark Corporation 2018 Incentive Plan, (the “Plan”) and to the terms and conditions set forth in this Agreement. By accepting the RSUs, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Agreement and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
TERMS AND CONDITIONS
1.Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
2.Vesting of RSUs. The RSUs have been credited to a bookkeeping account on behalf of Grantee and do not represent actual shares of Stock. The RSUs are being awarded to the Grantee in return for Xxxxxxx’s promises contained herein. RSUs will vest and become non-forfeitable on the earliest to occur of the following (the “Vesting Date”):
(a) the Vesting Date specified below, provided Grantee has continued in the employment of the Company or its Affiliates through such date, or
(b) the termination of Xxxxxxx’s employment due to death or Disability, or
(c) the termination of Xxxxxxx’s employment due to retirement after the Grantee has attained the age of 60, provided that the portion vested will depend upon the amount of service following the Grant Date with 33.33% of the RSUs eligible for vesting upon retirement after the first anniversary of the Grant Date and 66.67% of the RSUs eligible for vesting after the second anniversary of the Grant Date, or
(d) the termination of Xxxxxxx’s employment by the Company due to a “Qualifying Termination” under the Globe Life Inc. Executive Severance Plan, as such term is defined therein, to the extent Grantee has been designated by the Company as an “Eligible Executive” participating in said plan; provided that the portion vested will depend upon the length of Grantee’s employment with the Company or one of its affiliates following the Grant Date, with 33.33% of the RSUs eligible for vesting upon such termination after the first anniversary of the Grant Date and 66.67% of the RSUs eligible for vesting after the second anniversary of the Grant Date, or
(e) a Change in Control of the Company in which the RSUs are not assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Committee or the Board, or
(f) upon the occurrence of (i) a Change in Control of the Company in which the RSUs are assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change in Control and (ii) if within two years after the effective date of the Change in Control, Xxxxxxx’s employment is terminated without Cause or Xxxxxxx resigns for Good Reason.
In the event Xxxxxxx’s employment terminates for any reason other than as described above at any time prior to the applicable Vesting Date, all of Grantee’s RSUs will immediately be forfeited to the Company without further consideration or any act or action by Grantee unless the Committee approves of vesting within its sole and absolute discretion as described under the terms of the Plan.
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3.Termination with Cause. If Xxxxxxx’s employment with Company, any Subsidiary and/or any Affiliate is terminated for Cause or the Committee determines that the Grantee has engaged in conduct that would be grounds for termination with Cause, the RSUs shall immediately be forfeited and any shares of Stock issued hereunder shall be subject to recoupment by the Company based upon a determination by the Committee that recoupment is necessary to recover the economic loss associated with the termination with Cause. Any such determination shall be made by the Committee in its sole and absolute discretion.
4.Settlement in Stock. Any vested RSUs will be settled by the Company by issuing shares of Stock (one share per vested RSU) within thirty (30) days following the Vesting Date by book-entry registration or by issuance of shares in Grantee’s name. Any RSUs that fail to vest in accordance with the terms of this Agreement will be forfeited.
5.Dividend Equivalents. If and when dividends or other distributions are paid with respect to the Stock while the RSUs are outstanding, the dollar amount or fair market value of such dividends or distributions with respect to the number of shares of Stock then underlying the RSUs shall be converted into additional RSUs in Grantee’s name based upon the Fair Market Value of the Stock as of the date such dividends or distributions were payable. The additional RSUs will vest on the Vesting Date. To the extent any RSUs are vested and payable to the Grantee as a result of dividend equivalents, such RSUs will be settled in cash or Stock at the discretion of the Committee. If settled in Stock, the Company will issue shares of Stock (one share per vested RSU) within thirty (30) days following the Vesting Date by book-entry registration or by issuance of shares in Grantee’s name.
6.Restrictions on Transfer and Pledge. No right or interest of Grantee in the RSUs may be pledged, encumbered, or hypothecated or be made subject to any lien, obligation, or liability of Grantee to any other party other than the Company or an Affiliate. The RSUs may not be sold, assigned, transferred or otherwise disposed of by Grantee other than by will or the laws of descent and distribution.
7.Restrictions on Issuance of Stock. If at any time the Committee shall determine, in its discretion, that registration, listing or qualification of the Stock underlying the RSUs upon any securities exchange or similar self-regulatory organization or under any foreign, federal, or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the settlement of the RSUs, stock units will not be converted to Stock in whole or in part unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
8.Noncompetition/Confidentiality/Nonsolicitation. Upon Xxxxxxx’s separation from employment from the Company for any reason for a period of two (2) years from the date of such separation (the “Restriction Period”), Grantee agrees not to engage or participate, directly or indirectly, including but not limited to as an employee, consultant, advisor, contractor, partner, owner or otherwise, in a competing business, which is one that provides the same or substantially similar products or services as the Business with which Xxxxxxx was involved. “Business” is defined as product development, marketing, sales and servicing of life insurance, health insurance and annuity products through captive agents, independent agents and direct response marketing channels. Life insurance includes individual life or group life, with or without return-of-premium benefit. Health insurance includes accidental death or supplemental health insurance products, with or without return-of premium benefits, including cancer, critical illness, hospital indemnity, or Medicare supplement. Annuity includes deferred annuities or single premium immediate annuities. (All of the foregoing are referred to collectively as the “Business”). Xxxxxxx further agrees that he will not serve as a Board member for any company that provides the same or similar products or services as the Business. Xxxxxxx also agrees and understands that this noncompetition agreement extends to competition in any state in which Xxxxxxx worked or directed work for the Company (referred to as the “Restricted Area”).
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Grantee acknowledges that the Restricted Area, scope of prohibited activities, and the Restriction Period are reasonable and are no broader than are necessary to protect Company’s legitimate business interests. Xxxxxxx also acknowledges that the Company would not be providing the benefits set forth in this Agreement but for Xxxxxxx’s covenants and promises contained in this Section. Xxxxxxx further agrees that during the non-competition term, Xxxxxxx shall immediately notify the Company in writing of any employment, work, or business he undertakes with or on behalf of any person (including himself) or entity other than the Company and acknowledges and agrees that the Company may place Grantee’s future employer on notice of the Grantee’s post-employment obligations.
Xxxxxxx further expressly agrees and understands that the Company has disclosed confidential, proprietary and/or trade secret information to Grantee. Xxxxxxx agrees that he will not utilize nor disclose to any third party any of the Company’s confidential, proprietary or trade secret information at any time in the future. In consideration of the Company disclosing such information to Grantee and/or for the consideration provided to Grantee by the Company in this Agreement, which Grantee acknowledges is sufficient and reasonable consideration, Xxxxxxx has agreed to the non-competition provisions set forth herein. In addition, due to the type of information to which Grantee has been given access, there are some types of future employment in which Grantee would inevitably use and disclose confidential and proprietary information in violation of Grantee’s promises. Therefore, Xxxxxxx acknowledges as part of this agreement the potential for such unauthorized inevitable disclosure and agrees that the non-competition provisions set forth herein are necessary and reasonable.
Notwithstanding any other provision of this Agreement, nothing herein shall prohibit Grantee from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures that are protected pursuant to federal law or regulation. Prior authorization from the Company is not required in order to make any such reports or disclosures and Grantee is not required to notify the Company that such reports or disclosures have been made.
IMMUNITY NOTICE. Pursuant to the Defend Trade Secrets Act of 2016, Grantee may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of the law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Should any provision in this Agreement conflict with this provision, this provision shall control.
Xxxxxxx also agrees that during the Restriction Period he will not solicit the clients or customers of the Company in order to request or advise such clients or customers to end, change or curtail their business relationship with the Company. In addition, Xxxxxxx agrees that during the Restriction Period he will not solicit any employee of the Company in order to request or advise any such employee to end, change or curtail their employment relationship with the Company.
If for any reason any court of competent jurisdiction finds any provision of this Section to be unreasonable in duration or scope or otherwise, Company and Grantee agree that the Court shall reform the restrictions and prohibitions contained in this Section so that they shall be effective to the fullest extent allowed under applicable law. Each covenant set forth in this Section shall survive the termination of this Agreement and Xxxxxxx’s employment for any reason and shall be construed as an agreement independent of any other provision of this Agreement.
Xxxxxxx acknowledges and agrees that the covenants, obligations and agreements of Grantee contained in this Section concern special, unique and extraordinary matters and that a violation of any of the terms of these covenants, obligations or agreements will cause Company irreparable injury for which adequate remedies at law are not available. Therefore, Xxxxxxx agrees that Company will be entitled to an injunction, restraining order, or any other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Grantee from
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committing any violation of the covenants, obligations or agreements referred to in this Agreement. These injunctive remedies are cumulative and in addition to any other rights and remedies Company may have against Grantee.
In addition, Xxxxxxx agrees that if the terms of this Section are violated or if the terms of this Section are determined to be unenforceable by any court of competent jurisdiction, Grantee shall forfeit and not be entitled to receive the RSUs granted herein. If Grantee has already received the RSUs, Xxxxxxx agrees to repay the Company the value of the RSUs on the date it was received by Grantee upon five (5) days written notice.
9.Limitation of Rights. The RSUs do not confer to Grantee or Xxxxxxx’s beneficiary, executors or administrators any voting rights, rights to receive dividends or any other rights of a shareholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the units. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Xxxxxxx’s employment at any time, nor confer upon Grantee any right to continue in employment of the Company or any Affiliate.
10.No Entitlement to Future Awards. The grant of the RSUs does not entitle Grantee to the grant of any additional units or other awards under the Plan in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of units, and vesting provisions.
11.Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the vesting or settlement of the RSUs. With respect to withholding required upon any taxable event arising as a result of the Award, the employer may satisfy the tax withholding requirement by withholding shares of Stock having a Fair Market Value, as of the date that the amount of tax to be withheld is to be determined, as nearly equal as possible to (but no more than) the total minimum statutory tax required to be withheld. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.
12.Recoupment. RSUs awarded hereunder are subject to the Globe Life Inc. Clawback Policy as it may be amended or revised (the “Clawback Policy”). Any RSUs awarded hereunder may be cancelled or forfeited and any shares of Stock issued hereunder shall be subject to forfeiture and recoupment by the Company based on a later determination that recoupment is required under the Clawback Policy. Any such determination by the Committee (in its sole discretion) shall be deemed a failure by the Participant to meet conditions precedent to payment of the Award and render the payment subject to recoupment.
13.Amendment. Subject to the terms of the Plan, the Committee may amend, modify or terminate this Agreement without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the RSUs hereunder had expired) on the date of such amendment or termination. Notwithstanding the foregoing, Grantee hereby expressly agrees to any amendment to the Plan and this Agreement to the extent necessary to comply with applicable law or changes to applicable law (including, but not limited to, Code Section 409A) and related regulations or other guidance and federal securities laws.
14.Plan Controls. The terms contained in the Plan shall be and are hereby incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. Without limiting the foregoing, the terms and conditions of the RSUs, including the number of shares and the class or series of capital stock which may be delivered upon settlement of the
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RSUs, are subject to adjustment as provided in Article 15 of the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative. Any conflict between this Agreement and the terms of a written employment with Grantee that has been approved, ratified or confirmed by the Committee shall be decided in favor of the provisions of such employment agreement.
15.Governing Law/Venue. Except as noted below, this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, United States of America, regardless of the law that might be applied under principles of conflict of laws. However, the terms and provisions set forth in Section 6 shall be governed by the laws of the State of Texas. In addition, Grantee and the Company agree that any disputes or claims concerning or relating to the terms and provisions of this Agreement (including Section 6) shall be filed in Collin County, State of Texas or the United States District Court for the Eastern District of Texas.
16.Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
17.Relationship to Other Benefits. The RSUs shall not affect the calculation of benefits under any other compensation plan or program of the Company, except to the extent specially provided in such other plan or program.
18.Notice. Notices and communications hereunder must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Globe Life Inc., 0000 Xxxxx Xxxxxxxxxxx Xxxxx, XxXxxxxx, Xxxxx 00000, Attn: Corporate Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.
19.Section 409A. The RSUs awarded hereunder are intended to be exempt from Code Section 409A as a short-term deferral. In the event the RSUs are determined not to be exempt, it is intended to comply with Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A. Any reference to Xxxxxxx’s termination of employment shall mean a cessation of the employment relationship between the Grantee and the Company which constitutes a “separation from service” as determined in accordance with Code Section 409A and related regulations. Notwithstanding any provision to the contrary in this Agreement, if the Grantee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then the payments under this Agreement that are subject to Section 409A and paid by reason of a termination of employment shall be made or provided on the later of (a) the payment date set forth in this Agreement, or (b) the date that is the earliest of (i) the expiration of the six-month period measured from the date of Grantee’s termination of employment or (ii) the date of the Grantee’s death, if applicable (the “Delay Period”). Payments subject to the Delay Period shall be paid to the Grantee without interest for such delay in payment.
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Company Name Globe Life Inc.
Plan
Participant Id
Participant Name
Participant Address
Grant/Award Type
Grant Amount
Grant/Exercise Price
Grant/Award Date
VESTING SCHEDULE
Vesting Date No. of Shares Percent
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