EXHIBIT 10.5.1
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK 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 awarding shares of the Company's Common Stock, $1.00 par
value per share (the "Stock"), to the Employee under the MGIC Investment
Corporation 1991 Stock Incentive Plan, as amended (the "Plan") and this
Agreement.
This Agreement consists of this instrument and the Incorporated Terms
Dated As of January 23, 2002 to Restricted Stock Agreement (the "Incorporated
Terms"), which although not attached to this instrument, are part of this
Agreement and are available as indicated in Paragraph 1(b) below.
The parties mutually agree as follows:
1. Award of Restricted Stock; Incorporated Terms.
(a) Subject to the terms and conditions set forth herein, the Company
awards the Employee the number of shares of Stock set forth after "Total Shares
of Restricted Stock" on the signature page hereof (the "Restricted Stock"). Of
such shares of Restricted Stock, the number of shares set forth after "Shares of
Base Restricted Stock" on the signature page shall be the "Base Restricted
Stock" and the number of shares set forth after "Shares of Matching Restricted
Stock" on the signature page shall be the "Matching Restricted Stock." The term
"Restricted Stock" as used in the remainder of this Agreement shall be applied
separately to the Base Restricted Stock and the Matching Restricted Stock as if
the term "Restricted Stock" were the term "Base Restricted Stock" or the term
"Matching Restricted Stock," as the case may be.
(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 as a whole. The
Employee can obtain the text of the Incorporated Terms by accessing Lotus Notes
on the Company's computer network; selecting "Inside MGIC"; "Stock Options and
Restricted Stock"; and "Restricted Stock-Incorporated Terms Dated As of January
23, 2002." 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 obtained as indicated above and the
text of the Incorporated Terms
retained by the Company's Secretary in connection with the January 23, 2002
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:
MGIC INVESTMENT CORPORATION
By:
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Title: President and Chief Executive Officer
Sign Here: (SEAL)
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Name:
Total Shares of Restricted Stock: _________
Shares of Base Restricted Stock: _________
Shares of Matching Restricted Stock: _________
Base Restricted Stock
Release Date:
Matching Restricted Stock
Release Date:
* * * *
Beneficiary:
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Address of Beneficiary:
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Beneficiary Tax Identification
No:
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