POLICY MANAGEMENT SYSTEMS CORPORATION
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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 ____ (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 ______ SHARES of the Common Stock of the Company (the "Restricted
Stock").
Section 2. Vesting of Restricted Stock. Subject to Sections 3 and 4
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hereof, 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 employment is
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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 become
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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 applicable
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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 shares of
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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 Stock
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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 in
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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 (and
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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.
Section 10. Changes in Common Stock. Any right hereunder in respect of
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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 Agreement shall
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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 shall be
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given to the Company in writing and such notice shall be deemed duly given only
upon receipt thereof at the Company's office at One PMSC Center, Blythewood,
South Carolina, 29016, 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 and
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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:___________________________
Name: Stephen G. Morrison
Title: Executive Vice President, Secretary &
General Counsel
PARTICIPANT
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SCHEDULE OF PARTICULARS
FOR NAMED EXECUTIVE OFFICERS
RE: RESTRICTED STOCK AWARD AGREEMENT
NAMED EXECUTIVE NUMBER
OFFICER GRANTED
Stephen G. Morrison 4,236
Michael W. Risley 1,938
Timothy V. Williams 3,184
G. Larry Wilson 6,731