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EXHIBIT 4.5
Selective Insurance Group, Inc.
Restricted Stock Grant
THIS DOCUMENT EVIDENCES A RESTRICTED STOCK GRANT (the "Grant"),
effective the _______ day of ___________, 1999 from SELECTIVE INSURANCE
GROUP, INC., a New Jersey Corporation, with its principal office at 00
Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000 (hereinafter called the
"Company"), to __________, an employee of PDA Software Services, Inc., a
subsidiary of the Company, residing at ___________________ (hereinafter
called the "Employee").
WITNESSETH THAT:
WHEREAS, the Company has selected the Employee to receive an award
of restricted stock, subject to the terms and conditions of this written
document.
NOW THEREFORE, the Company hereby grants to the Employee, subject
to the terms and conditions hereinafter set forth, an award (the "Award") of
___________ shares of the Company's common stock, par value $2.00 per share
(the "Shares"). The Award shall be subject to the terms and conditions of
this Grant. By accepting the Grant, the Employee agrees to be bound by the
provisions hereof.
1. (a) Within thirty (30) days after the effective date of this
Grant, the Shares shall be issued and registered in the name of Employee and
shall be deposited in escrow with the Company pursuant to the provisions
hereof. The Shares, when issued, will be validly issued, fully-paid and
nonassessable.
(b) Any and all cash dividends and/or distributions with
respect to the Shares shall be automatically deposited in escrow with the
Company pursuant hereto. Such cash dividends will accumulate for the
benefit of the Employee without any interest accrual. Any other dividends
and/or distributions with respect to the Shares, including, but not limited
to, any stock dividend, stock division, combination of shares or otherwise,
and any distribution of the property or assets of the Company with respect
to the Shares shall be accumulated and shall be retained by the Company in
escrow and shall be deemed to be Shares. If any dividend or distribution
with respect to the shares is delivered to Employee, Employee will deposit
such dividend or distribution with the Company in escrow pursuant hereto.
2. Subject to the provisions of Section 3 hereof, the Shares and
any and all accumulated dividends and distributions with respect thereto
shall vest to Employee on February 3, 2003 (the "Vesting Date") and, shall
no longer be subject to forfeiture provided that Employee shall have
remained in the full-time employ of the Company or a subsidiary of the
Company from and after the date hereof to and including the Vesting Date.
At such time as the Company shall have determined that the
foregoing condition has been satisfied, the Company shall release from
escrow to Employee the Shares and any and all accumulated dividends and
distributions with respect thereto.
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3. (a) If Employee shall cease to be employed full-time by the
Company or any of its subsidiaries prior to the Vesting Date for any reason
other than death, total disability or retirement, the Award shall
immediately be forfeited and shall be void.
(b) If Employee shall cease to be employed full-time by the
Company or any of its subsidiaries by reason of death, total disability or
retirement, Employee or his executor, administrator, personal representa-
tive, heirs or beneficiaries, as the case may be, shall be entitled to
receive, upon vesting, all of the Shares, together with any and all
accumulated dividends and distributions with respect thereto.
(c) Notwithstanding the provisions of Section 2 hereof and
Section 3(b) hereof, the Shares and any and all accumulated dividends, and
distributions with respect thereto shall immediately vest to Employee or to
Employee's executor, administrator, personal representative, heirs or
beneficiaries, as the case may be, and the Vesting Date shall be deemed to
have occurred, upon the occurrence prior to February 3, 2003 of a "Change
in Control" of the Company, as hereinafter defined. For the purposes of
this Grant, Change in Control of the Company (a "Change in Control") shall
mean the occurrence of an event of a nature that would be required to be
reported in response to Item 1(a) of a Current Report on Form 8-K, as in
effect on the date hereof, pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), provided,
however, that a Change in Control shall, in any event, conclusively be
deemed to have occurred upon the first to occur of a one of the following
events:
(i) The acquisition by any person or group, including,
without limitation, any current stockholder or stockholders of the Company,
of securities of the Company resulting in such person's or group's owning
of record or beneficially twenty-five percent (25%) or more, of any class
of voting securities of the Company;
(ii) The acquisition by any person or group, including,
without limitation, any current stockholder or stockholders of the Company,
of securities of the Company resulting in such person's or group's owning of
record or beneficially twenty percent (20%) or more, but less than twenty-
five percent (25%), of any class of voting securities of the Company, if the
Board of Directors of the Company (the "Company Board") adopts a resolution
that such acquisition constitutes a Change in Control;
(iii) The sale or disposition of all or substantially all
of the assets of the Company;
(iv) The reorganization, recapitalization, merger,
consolidation or other business combination involving the Company the result
of which is the ownership by the stockholders of the Company of less, than
eighty percent (80%) of those voting securities of the resulting or
acquiring entity having the power to elect a majority of the board of
directors of such entity; or
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(v) A change in the membership in the Company Board
which, taken in conjunction with any other prior or concurrent changes,
results in twenty percent (20%) or more of the membership of the Company
Board being persons not nominated by the Company Board as set forth in the
Company's then most recent proxy statement, excluding changes resulting from
substitutions by the Company Board because of retirement or death of a
director or directors, removal of a director or directors by the Company
Board or resignation of a director or directors due to demonstrated
disability or incapacity.
Notwithstanding anything in this Section 3(c) to the contrary, no
Change in Control shall be deemed to have occurred for the purposes of this
Grant by virtue of any transaction which results in Employee, or a group of
persons which includes the Employee, acquiring, directly or indirectly,
voting securities of the Company.
For the purpose of this Section 3 (c), the following definitions
shall apply:
(i) the terms "person" and "beneficial owner" shall
have the meanings set forth in Regulation 13D under the Exchange Act, as
such Regulation exists on the date hereof;
(ii) the term "voting security" shall include any
security that has, or may have upon an event of default or in respect to any
transaction, a right to vote on any matter upon which the holder of any
class of common stock of the Company would have a night to vote;
(iii) the term "group" shall have the meaning set forth
in Section 13(d)(3) of the Exchange Act; and
(iv) the term "substantially all of the assets of the
Company" shall mean more than fifty percent (50%) of the Company's assets on
a consolidated basis, as shown in the Company's most recent audited balance
sheet.
4. The Shares and any accumulated dividends and distributions
with respect thereto may not be sold, assigned, transferred, pledged,
hypothecated, or otherwise disposed of by Employee other than as expressly
provided in Section 3(b) hereof by reason of the Employee's death or
disability until the release from escrow of the Shares and any accumulated
dividends and distributions with respect thereto. The Shares and any shares
of the Company's common stock distributed with respect thereto may not be
sold, transferred or otherwise disposed of in the absence of an effective
registration statement under the Act covering, the Shares except in
compliance with Rule 144 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Act") or otherwise pursuant to an
exemption from the registration requirements under the Act which may, in the
opinion of counsel for the Company, be available.
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5. The Company shall be under no obligation to release from
escrow the Shares and any accumulated dividends and distributions with
respect thereto until Employee has paid or caused to be paid all taxes
required to be withheld with respect to the issuance and vesting of Shares
and such dividends and distributions pursuant to applicable law.
6. If, prior to the release from escrow by the Company of the
Shares, there shall be any increases or reductions in the number of shares
of the Company's common stock outstanding by reason of any stock dividends
or stock divisions or other readjustments or, if there is any other material
change in the capital structure of the Company by reason of any
reclassification, reorganization, recapitalization or otherwise, there shall
be a proportionate and equitable adjustment of the Award with respect to the
amount and class of Shares subject to the Award as shall be conclusively
determined by the Company.
7. The Company may, in its discretion after the Vesting Date,
but shall not be obligated to, authorize the Company to purchase from
Employee for cash such number of shares which shall have vested to Employee
on the Vesting Date, at the fair market value thereof, as conclusively
determined by the Company, sufficient for Employee to pay taxes required by
law on the fair market value of such Shares and any and all accumulated
dividends and distributions with respect thereto. The Company or subsidiary
shall, if legally required, deduct from any compensation payable by it to
Employee any taxes required by applicable law to be withheld with respect to
the issuance or vesting of Shares and any and all accumulated dividends and
distributions with respect thereto, pursuant to the Award and the payment of
any amounts described in this Section 7.
8. Except as otherwise specifically required by any pension,
retirement, group insurance or other benefit plan of the Company or its
subsidiaries, the Award evidenced by this Grant shall not be taken into
account in determining the Employee's benefits under such plans.
9. The Company shall have exclusive authority to interpret all
matters relating to this Xxxxx and to prescribe, amend or rescind rules and
regulations relating to this Grant, and that the Company's determinations on
such matters shall be final, conclusive and binding on the parties to this
Grant. The authority of the Company under this Xxxxx may be delegated by
the Company Board to an individual, committee of individuals or other entity
(the "Delegate"). In the event of such delegation, that Delegate will
possess (concurrently with the Company) all of the power and authority of,
and will be authorized to take any and all actions required to be taken
hereunder by the Company, subject to such conditions and limitations as the
Company Board may prescribe.
10. Any claim by Employee against the Company or any subsidiary,
employee, officer or director thereof, arising out of or in connection with
this Grant shall, irrespective of the jurisdiction in which such claim may
be asserted, be barred by the expiration of one (1) year after the date of
the act or omission in respect of which such claim arises, and no such claim
shall be
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asserted against the Company or any subsidiary, employee, officer
or director thereof after the expiration of such one-year period.
11. This Grant is not an agreement to employ or to continue the
employment of Employee. Nothing in this Grant shall be deemed to create any
limitation or restriction upon such rights as the Company would otherwise
have to terminate the employment of the Employee at any time for any reason.
12. This Grant and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the state of New Jersey
pertaining to contracts made and to be performed wholly within such
jurisdiction.
13. This Grant represents all terms and conditions regarding the
subject matter hereof and all prior or contemporaneous agreements or
understandings, whether oral or in writing, are deemed to be merged herein.
14. This Grant may be amended by the Company at any time;
provided, however, that subject to Section 6 hereof, no amendment may reduce
the number of Shares subject to this Grant or defer the Vesting Date without
the consent of the Employee. Any amendment to this Xxxxx will be made in
writing and executed by an officer of the Company.
15. Any notice or other communication to be sent to a party under
this Grant may be sent by regular first-class U.S. Mail, postage prepaid, to
the address specified for the party in the preamble of this Grant, or to
such other address as a party may specify by proper notice under this Grant.
IN WITNESS WHEREOF, the Company his issued and the Employee has
accepted and agreed to be bound by the provisions of this Grant, effective
as of the date first above written.
SELECTIVE INSURANCE GROUP, INC.
By: ___________________________
Title: ________________________
EMPLOYEE
______________________________
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