Exhibit 10.2.1
RESTRICTED STOCK AND RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK AND RESTRICTED STOCK UNIT 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"), and to the extent, if any, indicated in this
instrument, Restricted Stock Units ("RSUs"), to the Employee under the MGIC
Investment Corporation 2002 Stock Incentive Plan (the "Plan") and this
Agreement.
This Agreement consists of this instrument and the Incorporated
Terms Dated As of ______________ to Restricted Stock Agreement (the
"Incorporated Terms"), which although not attached to this instrument, are part
of this Agreement and were provided to the Employee as indicated in Paragraph
1(b) below.
The parties mutually agree as follows:
1. Award of Restricted Stock or RSUs; Incorporated Terms.
(a) Subject to the terms and conditions set forth herein, the
Company awards the Employee the number of shares of Stock as follows: the number
of shares set forth after "Shares of Base Restricted Stock" on the signature
page shall be the "Base Restricted Stock"; the number of shares set forth after
"Shares of Matching Restricted Stock" on the signature page shall be the
"Matching Restricted Stock"; the number of shares set forth after "Shares of
Time Vested Restricted Stock" shall be the "Time Vested Restricted Stock"; and
the number of shares set forth after "Shares of Performance Restricted Stock"
shall be the "Performance Restricted Stock," except that if after "Restricted
Stock Units" on the signature page "Yes" appears, then all shares of Stock
indicated after "Time Vested Restricted Stock" shall be awarded in the form of
RSUs. The term "Restricted Stock" as used in the remainder of this Agreement
shall be applied separately to the Base Restricted Stock, the Matching
Restricted Stock, the Time Vested Restricted Stock and the Performance
Restricted Stock as if the term "Restricted Stock" were the term "Base
Restricted Stock," "Matching Restricted Stock," "Time Vested Restricted Stock,"
or "Performance 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
Incorporated Terms were attached to an e-mail sent on or about __________ to the
Employee from the Company's Secretary which included other documents relating to
the Restricted Stock. 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, 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: As of
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MGIC INVESTMENT CORPORATION
By:
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Title:
Sign Here: (SEAL)
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Name:
Shares of Base Restricted Stock:
Shares of Matching Restricted Stock:
Shares of Time Vested Restricted Stock:
Shares of Performance Restricted Stock:
Restricted Stock Units:
Base Restricted Stock
Release Date:
Matching Restricted Stock
Release Date:
Time Vested Restricted Stock
Release Date:
Restricted Stock Units
Settlement Date:
Performance Restricted Stock
Release Date:
Target:
Goal:
* * * *
Beneficiary:
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Address of Beneficiary:
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Beneficiary Tax Identification
No:
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