EXHIBIT 99.1
FIDELITY NATIONAL TITLE GROUP, INC.
2005 OMNIBUS INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK GRANT
You (the "Grantee") have been granted the following award of restricted
Class A Common Stock of Fidelity National Title Group, Inc. (the "Company"), par
value $0.0001 per share (the "Shares"), pursuant to the Fidelity National Title
Group, Inc. 2005 Omnibus Incentive Plan (the "Plan"):
Name of Grantee:
Number of Shares of Restricted Stock Granted:
Effective Date of Grant:
Period of Restriction: Subject to the terms of the Plan and the Restricted
Stock Award Agreement attached hereto, the
Period of Restriction shall lapse, and the
Shares shall vest and become free of the
forfeiture and transfer restrictions
contained in the Restricted Stock Award
Agreement, with respect to one fourth of the
shares on each anniversary of the Effective
Date of Grant.
By your signature and the signature of the Company's representative below, you
and the Company agree and acknowledge that the Restricted Stock award evidenced
hereby is granted under and governed by the terms and conditions of the Plan and
the Restricted Stock Award Agreement, which are incorporated herein by
reference, and that you have been provided a copy of the Plan and the Restricted
Stock Award Agreement.
GRANTEE: FIDELITY NATIONAL TITLE GROUP, INC.:
By:
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Date: Name: Raymond R. Quirk
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Address: Title: Chief Executive Officer
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Date: October 18, 2005
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FIDELITY NATIONAL TITLE GROUP, INC.
2005 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
SECTION 1. GRANT OF RESTRICTED STOCK
(a) RESTRICTED STOCK. On the terms and conditions set forth in the
Notice of Restricted Stock Grant and this Restricted Stock Award Agreement (the
"Agreement"), the Company grants to the Grantee on the Effective Date of Grant
the Restricted Stock set forth in the Notice of Restricted Stock Grant.
(b) PLAN AND DEFINED TERMS. The Restricted Stock is granted pursuant to
the Plan. All terms, provisions, and conditions applicable to the Restricted
Stock set forth in the Plan and not set forth herein are hereby incorporated by
reference herein. To the extent any provision hereof is inconsistent with a
provision of the Plan, the provisions of the Plan will govern. All capitalized
terms that are used in the Notice of Restricted Stock Grant or this Agreement
and not otherwise defined therein or herein shall have the meanings ascribed to
them in the Plan.
SECTION 2. FORFEITURE AND TRANSFER RESTRICTIONS
(a) FORFEITURE RESTRICTIONS. If the Grantee's employment or service as a
Director or Consultant, as the case may be, is terminated for any reason other
than (i) death, (ii) Disability (as defined below) or (iii) termination by the
Company and its Subsidiaries without Cause (as defined below), the Grantee
shall, for no consideration, forfeit to the Company the Shares of Restricted
Stock to the extent such Shares are subject to a Period of Restriction at the
time of such termination. If the Grantee's employment or service as a Director
or Consultant, as the case may be, terminates due to the Grantee's death or
Disability, or is terminated by the Company and its Subsidiaries without Cause,
while Shares of Restricted Stock are subject to a Period of Restriction, the
Period of Restriction with respect to such Shares shall lapse, and the Shares
shall vest and become free of the forfeiture and transfer restrictions described
in this Section 2, on the date of the Grantee's termination of employment or
service.
(i) The term "Cause" shall have the meaning ascribed to such
term in the Grantee's employment agreement with the Company or any Parent or
Subsidiary. If the Grantee's employment agreement does not define the term
"Cause," or if the Grantee has not entered into an employment agreement with the
Company or any Parent or Subsidiary, the term "Cause" shall mean (A) the willful
engaging by the Grantee in misconduct that is demonstrably injurious to the
Company or any Parent or Subsidiary (monetarily or otherwise), as determined by
the Company in its sole discretion, (B) the Grantee's conviction of, or pleading
guilty or nolo contendere to, a felony involving moral turpitude, or (C) the
Grantee's violation of any confidentiality, non-solicitation, or non-competition
covenant to which the Grantee is subject.
(ii) The term "Disability" shall have the meaning ascribed to
such term in the Grantee's employment agreement with the Company or any Parent
or Subsidiary. If the Grantee's employment agreement does not define the term
"Disability," or if the Grantee has not
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entered into an employment agreement with the Company or any Parent or
Subsidiary, the term "Disability" shall mean the Grantee's entitlement to
long-term disability benefits pursuant to the long-term disability plan
maintained by the Company or in which the Company's employees participate.
(b) TRANSFER RESTRICTIONS. During the Period of Restriction, the
Restricted Stock may not be sold, assigned, pledged, exchanged, hypothecated or
otherwise transferred, encumbered or disposed of to the extent such Shares are
subject to a Period of Restriction.
(c) LAPSE OF RESTRICTIONS. The Period of Restriction shall lapse as to
the Restricted Stock in accordance with the Notice of Restricted Stock Grant.
Subject to the terms of the Plan and Section 4(a) hereof, upon lapse of the
Period of Restriction, the Grantee shall own the Shares that are subject to this
Agreement free of all restrictions otherwise imposed by this Agreement.
SECTION 3. STOCK CERTIFICATES
As soon as practicable following the grant of Restricted Stock, the
Shares of Restricted Stock shall be registered in the Grantee's name in
certificate or book-entry form. If a certificate is issued, it shall bear an
appropriate legend referring to the restrictions and it shall be held by the
Company, or its agent, on behalf of the Grantee until the Period of Restriction
has lapsed. If the Shares are registered in book-entry form, the restrictions
shall be placed on the book-entry registration. The Grantee may be required to
execute and return to the Company a blank stock power for each Restricted Stock
certificate (or instruction letter, with respect to Shares registered in
book-entry form), which will permit transfer to the Company, without further
action, of all or any portion of the Restricted Stock that is forfeited in
accordance with this Agreement.
Except for the transfer restrictions, and subject to such other
restrictions, if any, as determined by the Committee, the Participant shall have
all other rights of a holder of Shares, including the right to receive dividends
paid (whether in cash or property) with respect to the Restricted Stock and the
right to vote (or to execute proxies for voting) such Shares. Unless otherwise
determined by the Committee, if all or part of a dividend in respect of the
Restricted Stock is paid in Shares or any other security issued by the Company,
such Shares or other securities shall be held by the Company subject to the same
restrictions as the Restricted Stock in respect of which the dividend was paid.
SECTION 4. MISCELLANEOUS PROVISIONS
(a) TAX WITHHOLDING. Pursuant to Article 20 of the Plan, the Committee
shall have the power and right to deduct or withhold, or require the Grantee to
remit to the Company, an amount sufficient to satisfy any federal, state and
local taxes (including the Grantee's FICA obligations) required by law to be
withheld with respect to this Award. The Committee may condition the delivery of
Shares upon the Grantee's satisfaction of such withholding obligations. The
Grantee may elect to satisfy all or part of such withholding requirement by
tendering previously-owned Shares or by having the Company withhold Shares
having a Fair Market Value equal to the minimum statutory withholding (based on
minimum statutory withholding rates for federal, state and local tax purposes,
as applicable, including payroll taxes) that could be imposed on the
transaction, and, to the extent the Committee so permits, amounts in excess of
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the minimum statutory withholding to the extent it would not result in
additional accounting expense. Such election shall be irrevocable, made in
writing, signed by the Grantee, and shall be subject to any restrictions or
limitations that the Committee, in its sole discretion, deems appropriate.
(b) RATIFICATION OF ACTIONS. By accepting this Agreement, the Grantee
and each person claiming under or through the Grantee shall be conclusively
deemed to have indicated the Grantee's acceptance and ratification of, and
consent to, any action taken under the Plan or this Agreement and Notice of
Restricted Stock Grant by the Company, the Board or the Committee.
(c) NOTICE. Any notice required by the terms of this Agreement shall be
given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail,
with postage and fees prepaid. Notice shall be addressed to the Company at its
principal executive office and to the Grantee at the address that he or she most
recently provided in writing to the Company.
(d) CHOICE OF LAW. This Agreement and the Notice of Restricted Stock
Grant shall be governed by, and construed in accordance with, the laws of
Florida, without regard to any conflicts of law or choice of law rule or
principle that might otherwise cause the Agreement or Notice of Restricted Stock
Grant to be governed by or construed in accordance with the substantive law of
another jurisdiction.
(e) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(f) MODIFICATION OR AMENDMENT. This Agreement may only be modified or
amended by written agreement executed by the parties hereto; provided, however,
that the adjustments permitted pursuant to Section 4.3 of the Plan may be made
without such written agreement.
(g) SEVERABILITY. In the event any provision of this Agreement shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions of this Agreement, and this Agreement shall be
construed and enforced as if such illegal or invalid provision had not been
included.
(h) REFERENCES TO PLAN. All references to the Plan shall be deemed
references to the Plan as may be amended from time to time.
(i) SECTION 409A COMPLIANCE. To the extent applicable, it is intended
that the Plan and this Agreement comply with the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended (the "Code") and any related
regulations or other guidance promulgated with respect to such Section by the
U.S. Department of the Treasury or the Internal Revenue Service ("Section
409A"). Any provision of the Plan or this Agreement that would cause this Award
to fail to satisfy Section 409A shall have no force or effect until amended to
comply with Section 409A, which amendment may be retroactive to the extent
permitted by Section 409A.
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