POLICY MANAGEMENT SYSTEMS CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
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Award Agreement, dated as of February 8, 1999 (the "Date of Grant") between
POLICY MANAGEMENT SYSTEMS CORPORATION, a South Carolina corporation (the
"Company"), and XXXXXXX X. XXXXX (the "Participant"). This Award Agreement is
pursuant to the terms of the Company's Restricted Stock Ownership Plan (the
"Plan"). The applicable terms of the Plan are incorporated herein by reference,
including the definition of terms contained in the Plan.
Section 1. Restricted Stock Award. The Company grants to the Participant,
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on the terms and conditions hereinafter set forth, a Restricted Stock Award with
respect to 849 SHARES of the Common Stock of the Company (the "Restricted
Stock").
Section 2. Vesting of Restricted Stock. Subject to Sections 3 and 4 hereof,
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the Restricted Stock Award will vest and become payable over a five (5) year
period in 20 percent increments, with the vesting dates being January 1 of each
of the five calendar years following the year in which the Award is made,
provided that the Participant remains as an Employee of the Company on each such
date.
Section 3. Termination of Employment. If the Participant's
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employment is terminated by reason of Retirement, Disability or Death, all
unvested shares of Restricted Stock shall become immediately vested and payable.
In the event a Participant voluntarily terminates his employment with the
Company prior to full vesting of any outstanding Award under the Plan, any
unvested portion of such Award will be immediately forfeited. If the employment
of a Participant is terminated by the Company for Cause prior to full vesting of
any outstanding Award, any unvested portion of such Award will be immediately
forfeited. If the employment of a Participant is terminated by the Company
other than for Cause prior to full vesting of any outstanding Award: (I) any
unvested portion of a Stock Uplift included in such Award will be immediately
forfeited (applying the shares covered by the Stock Uplift on a pro-rata basis
over the vesting period); and (ii) any unvested portion of the remainder of the
Award shall be immediately vested and payable.
Section 4. Change of Control. All shares of Restricted Stock shall
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become fully and immediately vested and payable upon the occurrence of a Change
of Control of the Company prior to any scheduled vesting date as provided in
Section 2 hereof, provided that the Participant remains an Employee of the
Company on the date of the Change in Control.
Section 5. Rights as a Shareholder. Subject to the otherwise
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applicable provisions of the Plan and this Award Agreement, the Participant will
have all rights of a shareholder with respect to shares of Restricted Stock
granted to the Participant hereunder, including the right to vote the shares and
receive all dividends and other distributions paid or made with respect thereto.
Section 6. Restrictions on Transfer. Neither this Award nor any
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shares of the Restricted Stock covered hereby may be sold, assigned,
transferred, encumbered, hypothecated or pledged by the Participant, otherwise
than to the Company, unless as of the date of any such sale, assignment,
transfer, encumbrance, hypothecation or pledge, such shares of Restricted Stock
to be thus disposed of have become vested in accordance with this Award
Agreement.
Section 7. Award Subject to Plan. This Award and the Restricted
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Stock acquired hereunder are subject to the Plan, the terms and provisions of
which, as it may be amended from time to time, are hereby incorporated herein by
reference. In the event of a conflict between any term or provision contained
herein and a term or provision of the Plan, the Plan will govern and prevail.
Section 8. Tax Withholding. The Company's obligation to make payments
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in respect of Restricted Stock is subject to the making of provision for the
payment or withholding of any taxes from the participant required to be withheld
pursuant to any applicable law in respect of the receipt or lapse of forfeiture
restrictions with respect to such shares. Section 12.4 of the Plan sets forth
provisions relating to tax withholding for Participants subject to Rule 16b-3
promulgated by the United States Securities and Exchange Commission pursuant to
the Securities and Exchange Act of 1934.
Section 9. Section 83(b) Election. The participant shall promptly
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(and not later than 30 days of the date hereof) notify the Company if the
Participant makes an election under Section 83(b) of the Internal Revenue Code.
1 Section 10. Changes in Common Stock. Any right hereunder in
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respect of the Company s Common Stock to which the Restricted Stock shall apply
in the same respect to any other shares of stock of the Company into which the
Common Stock has been exchanged or converted into, or which were issued in
respect thereof, pursuant to any recapitalization or other event referred to in
Section 3.2 of the Plan, as determined by the Committee in accordance with the
Plan.
Section 11. No Right of Employment. Nothing in this Award
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Agreement shall confer upon the Participant any right to continue as an Employee
of the Company or to interfere in any way with the right of the Company or the
shareholders of the Company to terminate the Participant's employment at any
time.
Section 12. Notices. Any notice hereunder by the Participant
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shall be given to the Company in writing and such notice shall be deemed duly
given only upon receipt thereof at the Company's office at Xxx XXXX Xxxxxx,
Xxxxxxxxxx, Xxxxx Xxxxxxxx, 00000, or at such other address as the Company may
designate by notice to the Participant. Any notice hereunder by the Company
shall be given to the Participant in writing and such notice shall be deemed
duly given only upon receipt thereof at such address as the Participant may have
on file with the Company.
Section 13. Construction. The Committee shall have the discretionary
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authority for the interpretation and construction of this Award Agreement, as
and in the manner set forth in Section 4.2 of the Plan.
Section 14. Governing Law. This Award Agreement shall be construed
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and enforced in accordance with the laws of the State of South Carolina, without
giving effect to the choice of law principles thereof.
POLICY MANAGEMENT SYSTEMS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President, Secretary &
General Counsel
PARTICIPANT
/s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
