TRIAD GUARANTY INC. OUTSIDE DIRECTOR RESTRICTED STOCK AGREEMENT
Exhibit 10.45
This Restricted Stock Agreement (the “Agreement”), dated
____________ is entered into between
Triad Guaranty Inc., a Delaware corporation (the
“Company”), and ____________ (the “Participant”).
Date | Vested Percentage | |
____________ | ___% | |
____________ | ___% | |
____________ | 100% |
Notwithstanding the vesting schedule set forth above, the Shares granted hereunder shall fully vest
in the event of a “Change in Control” of the Company. For purposes of this Agreement, “Change in
Control” shall mean the occurrence of any of the following events:
(i) any person or persons acting as a group, as that term is defined in Rule 13d-3
under the Securities Exchange Act of 1934 (other than Collateral Holdings, Ltd., an Alabama
limited partnership, and any of its affiliates) shall become the beneficial owner of securities of
the Company representing more than fifty percent (50%) of the combined voting power of the
Company’s then outstanding securities; or
(ii) individuals who constitute the board of directors of the Company as of the date hereof
(the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided
that any person becoming a director subsequent to the date hereof whose election or nomination for
election was approved by a vote of at least three-quarters of the directors comprising the
Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in
which such person is named as a nominee for director, without objection to such nomination) shall
be, for purposes of this clause (ii) considered as though such person were a member of the
Incumbent Board; or
(iii) any consolidation or merger to which the Company is a party, if following such
consolidation or merger, stockholders of the Company immediately prior to such consolidation or
merger shall not beneficially own securities representing more than fifty percent (50%) of the
combined voting power of the outstanding voting securities of the surviving or continuing
corporation; or
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(iv) any sale, lease, exchange or other transfer (in one transaction or in a series of related
transactions) of all, or substantially all, of the assets of the Company, other than to an entity
(or entities) of which the Company or the stockholders of the Company immediately prior to such
transaction beneficially own securities representing more than fifty percent (50%) of the combined
voting power of the outstanding voting securities.
(i) a material breach by Participant of his/her duties and obligations to the
Company, including but not limited to gross negligence in the performance of his/her
duties and responsibilities; provided he/she shall be entitled to reasonable notice
of, and if feasible a reasonable opportunity to cure, any such breach;
(ii) willful misconduct by Participant which may be materially injurious to the
reputation or business of the Company or any of its subsidiaries;
(iii) any act of fraud, misappropriation or other dishonesty by Participant; or
(iv) Participant’s conviction of a felony.
(a) All terms and conditions of the Plan (which is hereby incorporated by reference with the
same effect as if fully recited herein) as now or hereafter in effect; and
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(b) All the terms and conditions of this Agreement as now in effect or as hereafter modified
at the discretion of the Committee to conform with the Plan as amended from time to time.
The Participant acknowledges receipt of a copy of the Plan, represents and warrants that
he/she has read the Plan and agrees that this Agreement shall be subject to all of the terms and
conditions of the Plan.
11. Governing Law. This Agreement shall be governed by the law of the State of Delaware and
construed in accordance therewith.
PARTICIPANT:
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COMPANY: | |||
TRIAD GUARANTY INC. | ||||
By: | ||||
Name: | ||||
Title: | ||||
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