EXHIBIT 10.10
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MGIC INVESTMENT CORPORATION
INCENTIVE AWARD
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT is made and entered into as of the date set forth on
the signature page hereof by and between MGIC INVESTMENT CORPORATION, a
Wisconsin corporation (the "Company"), and the employee of the Company whose
signature is set forth on the signature page hereof (the "Employee").
W I T N E S S E T H :
WHEREAS, the Company has adopted the MGIC Investment Corporation 1991
Stock Incentive Plan, as amended (the "Plan") to permit shares of the Company's
common stock, $1.00 par value per share (the "Stock"), to be awarded to certain
key employees of the Company and any subsidiary (collectively, "Participating
Company"); and
WHEREAS, the Employee is a key employee of a Participating Company,
and the Company desires the Employee to remain in such employ and to further an
opportunity for the Employee's stock ownership in the Company in order to
increase the Employee's proprietary interest in the success of the Company;
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:
1. Award of Restricted Stock. Subject to the terms and conditions set
forth herein, the Company awards the Employee the number of shares of Stock set
forth on the signature page hereof (the "Restricted Stock").
2. Restrictions. Except as otherwise provided herein, the Restricted
Stock may not be sold, transferred or otherwise alienated or hypothecated until
the date set forth on the signature page hereof (the "Release Date").
3. Escrow. Shares of Restricted Stock shall be issued as soon as
practicable in the name of the Employee but shall be held in escrow by the
Company, as escrow agent. Upon issuance of such shares, (i) the Company shall
give the Employee a receipt for the Restricted Stock held in escrow which will
state that the Company holds such Stock in escrow for the account of the
Employee, subject to the terms of this Agreement, and (ii) the Employee shall
give the Company a stock power for such Stock duly endorsed in blank which will
be held in escrow for use in the event such Stock is forfeited in whole or in
part. Unless forfeited as provided herein, Restricted Stock shall cease to be
held in escrow and certificates for such Stock shall be delivered to the
Employee, or in the case of his death, to his Beneficiary (as
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hereinafter defined) on the Release Date or upon any other termination of the
restrictions imposed by Paragraph 2 hereof.
4. Transfer After Release Date; Securities Law Restrictions. Except as
otherwise provided herein, Restricted Stock shall become free of the
restrictions of Paragraph 2 and be freely transferable by the Employee on the
Release Date. Notwithstanding the foregoing or anything to the contrary herein,
the Employee agrees and acknowledges with respect to any Restricted Stock that
has not been registered under the Securities Act of 1933, as amended (the "Act")
(i) he will not sell or otherwise dispose of such Stock except pursuant to an
effective registration statement under the Act and any applicable state
securities laws, or in a transaction which, in the opinion of counsel for the
Company, is exempt from such registration, and (ii) a legend will be placed on
the certificates or other evidence for the Restricted Stock to such effect.
5. Termination of Employment Due to Death. If the Employee's
employment with all Participating Companies is terminated because of death prior
to the Release Date, the restrictions of Paragraph 2 applicable to the
Restricted Stock shall terminate on the date of death and such Restricted Stock
shall be free of such restrictions and, except as otherwise provided in
Paragraph 4 hereof, freely transferable.
6. Termination of Employment Other Than Due to Death. If the
Employee's employment with the Company is terminated prior to the Release Date
for any reason other than death, all Restricted Stock shall be forfeited to the
Company on the date of such termination unless the Stock Award Committee which
administers the Plan (the "Committee") determines, on such terms and conditions,
if any, as the Committee may impose, that all or a portion of the Restricted
Stock shall be released to the Employee and the restrictions of Paragraph 2
applicable thereto shall terminate. Absence of the Employee on leave approved by
a duly elected officer of the Company, other than the Employee, shall not be
considered a termination of employment during the period of such leave.
7. Beneficiary. (a) The person whose name appears on the signature
page hereof after the caption "Beneficiary" or any successor designated by the
Employee in accordance herewith (the person who is the Employee's Beneficiary at
the time of his death herein referred to as the "Beneficiary") shall be entitled
to receive the Restricted Stock to be released to the Beneficiary under
Paragraphs 3 and 5 as a result of the death of the Employee. The Employee may
from time to time revoke or change his Beneficiary without the consent of any
prior Beneficiary by filing a new designation with the Committee. The last such
designation received by the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Employee's death, and in no event shall
any designation be effective as of a date prior to such receipt.
(b) If no such Beneficiary designation is in effect at the time of an
Employee's death, or if no designated Beneficiary survives the Employee or if
such designation conflicts with law, the Employee's estate shall be entitled to
receive the Restricted
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Stock upon the death of the Employee. If the Committee is in doubt as to the
right of any person to receive such Restricted Stock, the Company may retain
such Stock and any distributions thereon, without liability for any interest
thereon, until the Committee determines the person entitled thereto, or the
Company may deliver such Restricted Stock and any distributions thereon to any
court of appropriate jurisdiction and such delivery shall be a complete
discharge of the liability of the Company therefor.
8. Restricted Stock Legend. In addition to any legends placed on
certificates for Restricted Stock or other evidence of ownership of Restricted
Stock under Paragraph 4 hereof, each certificate or such other evidence for
shares of Restricted Stock shall bear the following legend:
"The sale or other transfer of these shares of stock, whether
voluntary, or by operation of law, is subject to certain restrictions
set forth in the MGIC Investment Corporation 1991 Stock Incentive Plan
and a Restricted Stock Award Agreement between MGIC Investment
Corporation and the registered owner hereof. A copy of such Plan and
such Agreement may be obtained from the Secretary of MGIC Investment
Corporation."
When the restrictions imposed by Paragraph 2 hereof terminate, the Employee
shall be entitled to have the foregoing legend removed from such Stock.
9. Voting Rights; Dividends and Other Distributions. (a) While the
Restricted Stock is subject to restrictions under Paragraph 2 and prior to any
forfeiture thereof, the Employee may exercise full voting rights for the
Restricted Stock registered in his name and held in escrow hereunder.
(b) While the Restricted Stock is subject to the restrictions under
Paragraph 2 and prior to any forfeiture thereof, the Employee shall be entitled
to receive all dividends and other distributions paid with respect to the
Restricted Stock. If any such dividends or distributions are paid in Stock, such
shares shall be subject to the same restrictions as the shares of Restricted
Stock with respect to which they were paid, including the requirement that
Restricted Stock be held in escrow pursuant to Paragraph 3 hereof.
(c) Subject to the provisions of this Agreement, the Employee shall
have, with respect to the Restricted Stock, all other rights of holders of
Stock.
10. Tax Withholding. (a) It shall be a condition of the obligation of
the Company to issue or release from escrow Restricted Stock to the Employee or
the Beneficiary, and the Employee agrees, that the Employee shall pay to the
Company upon its demand, such amount as may be requested by the Company for the
purpose of satisfying its liability to withhold federal, state, or local income
or other taxes incurred by reason of the award of the Restricted Stock or as a
result of the termination of the restrictions on such Stock hereunder.
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(b) If the Employee does not make an election under Section 83(b) of
the Internal Revenue Code of 1986, as amended, with respect to the Restricted
Stock awarded hereunder, the Employee may satisfy the Company's withholding tax
requirements by electing to have the Company withhold that number of shares of
Restricted Stock otherwise deliverable to the Employee from escrow hereunder or
to deliver to the Company a number of shares of Stock, in each case, having a
fair market value (as determined by the Committee) on the Tax Date (as defined
below) equal to the minimum amount required to be withheld as a result of the
termination of the restrictions on such Restricted Stock. The election must be
in writing and be delivered to the Company prior to the Tax Date. If the number
of shares so calculated to be withheld shall include a fractional share, the
Employee shall deliver cash in lieu of such fractional share. All elections
shall be made in a form approved by the Committee and shall be subject to
disapproval, in whole or in part, by the Committee. As used herein, "Tax Date"
means the date on which the Employee must include in his gross income for
federal income tax purposes the fair market value of the Restricted Stock over
the purchase price therefor.
11. Adjustments in Event of Change in Stock. In the event of any
change in the outstanding shares of Stock ("capital adjustment") for any reason,
including but not limited to, any stock splits, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares or other similar event which, in the judgment of the Committee, could
distort the implementation of the Plan or the realization of its objectives, the
Committee may make such adjustments in the shares of Restricted Stock subject to
this Agreement, or in the terms, conditions or restrictions of this Agreement as
the Committee deems equitable.
12. Change in Control. If a "Change in Control of the Company" (as
defined in Annex attached hereto) occurs, the restrictions of Paragraph 2
applicable to the Restricted Stock shall terminate on the date of the Change in
Control of the Company and such date shall be deemed to be the Release Date.
13. Powers of Company Not Affected. The existence of the Restricted
Stock shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any combination, subdivision or
reclassification of the Stock or any reorganization, merger, consolidation,
business combination, exchange of shares, or other change in the Company's
capital structure or its business, or any issue of bonds, debentures or stock
having rights or preferences equal, superior or affecting the Restricted Stock
or the rights thereof, or dissolution or liquidation of the Company, or any sale
or transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise. The
determination of the Committee as to any such adjustment shall be conclusive and
binding for all purposes of this Agreement. Nothing herein contained shall
confer upon the Employee any right to continue in the employment of any
Participating Company or interfere with or limit in any way the right of any
Participating Company to terminate the Employee's employment at any time,
subject, however, to the provisions of any agreement of employment between any
Participating Company and the Employee.
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14. Interpretation by Committee. The Employee agrees that any dispute
or disagreement which may arise in connection with this Agreement shall be
resolved by the Committee, in its sole discretion, and that any interpretation
by the Committee of the terms of this Agreement or the Plan and any
determination made by the Committee under this Agreement or the Plan may be made
in the sole discretion of the Committee and shall be final, binding, and
conclusive. Any such determination need not be uniform and may be made
differently among Employees awarded Restricted Stock.
15. Miscellaneous. (a) This Agreement shall be governed and construed
in accordance with the laws of the State of Wisconsin applicable to contracts
made and to be performed therein between residents thereof.
(b) The waiver by the Company of any provision of this Agreement shall
not operate or be construed to be a subsequent waiver of the same provision or
waiver of any other provision hereof.
(c) The Restricted Stock shall be deemed to have been awarded pursuant
to the Plan and is subject to the terms and conditions thereof. In the event of
any conflict between the terms hereof and the provisions of the Plan, the terms
and conditions of the Plan shall prevail. Any and all terms used herein, unless
specifically defined herein shall have the meaning ascribed to them in the Plan.
(d) Any notice, filing or delivery hereunder or with respect to
Restricted Stock shall be given to the Employee at either his usual work
location or his home address as indicated in the records of the Company, and
shall be given to the Committee or the Company at 250 East Kilbourn Avenue,
Milwaukee 53202, Attention: Secretary. All such notices shall be given by first
class mail, postage pre-paid, or by personal delivery.
(e) This Agreement shall be binding upon and inure to the benefit of
the Company and its successors and assigns and shall be binding upon and inure
to the benefit of the Employee, the Beneficiary and the personal
representative(s) and heirs of the Employee, except that the Employee may not
transfer any interest in any Restricted Stock prior to the release of the
restrictions imposed by Paragraph 2.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer and its corporate seal hereunto affixed,
and the Employee has hereunto affixed his hand and seal, all on the day and year
set forth below.
MGIC INVESTMENT CORPORATION
(CORPORATE SEAL) By: ________________________________________
Title: President and Chief Executive Officer
_____________________________________ (SEAL)
Name:
No. of Shares of Restricted Stock:_________
Date of Agreement:
Release Date:
Beneficiary:________________________________
Address of Beneficiary:
____________________________________________
____________________________________________
Beneficiary Tax Identification
No:_________________________________________
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ANNEX
Definition of "Change in Control of the Company" and Related Terms
1. Change in Control of the Company. A "Change in Control of the
Company" shall be deemed to have occurred if an event set forth in any one of
the following paragraphs shall have occurred:
(i) any Person (other than (A) the Company or any of its
subsidiaries, (B) a trustee or other fiduciary holding securities
under any employee benefit plan of the Company or any of its
subsidiaries, (C) an underwriter temporarily holding securities
pursuant to an offering of such securities or (D) a corporation owned,
directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock in the
Company ("Excluded Persons")) is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in
the securities beneficially owned by such Person any securities
acquired directly from the Company or its Affiliates after July 22,
1999, pursuant to express authorization by the Board of Directors of
the Company (the "Board") that refers to this exception) representing
50% or more of either the then outstanding shares of common stock of
the Company or the combined voting power of the Company's then
outstanding voting securities entitled to vote generally in the
election of directors; or
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors of the Company then
serving: (A) individuals who, on July 22, 1999, constituted the Board
and (B) any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation,
relating to the election of directors of the Company, as such terms
are used in Rule 14a-11 of Regulation 14A under the Act) whose
appointment or election by the Board or nomination for election by the
Company's shareholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors
on July 22, 1999, or whose initial appointment, election or nomination
for election as a director which occurred after July 22, 1999 was
approved by such vote of the directors then still in office at the
time of such initial appointment, election or nomination who were
themselves either directors on July 22, 1999 or initially appointed,
elected or nominated by such two-thirds (2/3) vote as described above
ad infinitum (collectively the "Continuing Directors"); provided,
however, that individuals who are appointed to the Board pursuant to
or in accordance with the terms of an agreement relating to a merger,
consolidation, or share exchange involving the Company (or any direct
or indirect subsidiary of the Company) shall not be Continuing
Directors for purposes of this Agreement until after such individuals
are first nominated for election by a vote of at least two-thirds
(2/3) of the then Continuing Directors and are thereafter elected as
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directors by the shareholders of the Company at a meeting of
shareholders held following consummation of such merger,
consolidation, or share exchange; and, provided further, that in the
event the failure of any such persons appointed to the Board to be
Continuing Directors results in a Change in Control of the Company,
the subsequent qualification of such persons as Continuing Directors
shall not alter the fact that a Change in Control of the Company
occurred; or
(iii) a merger, consolidation or share exchange of the
Company with any other corporation is consummated or voting securities
of the Company are issued in connection with a merger, consolidation
or share exchange of the Company (or any direct or indirect subsidiary
of the Company) pursuant to applicable stock exchange requirements,
other than (A) a merger, consolidation or share exchange which would
result in the voting securities of the Company entitled to vote
generally in the election of directors outstanding immediately prior
to such merger, consolidation or share exchange continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent thereof) at
least 50% of the combined voting power of the voting securities of the
Company or such surviving entity or any parent thereof entitled to
vote generally in the election of directors of such entity or parent
outstanding immediately after such merger, consolidation or share
exchange, or (B) a merger, consolidation or share exchange effected to
implement a recapitalization of the Company (or similar transaction)
in which no Person (other than an Excluded Person) is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
(not including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its Affiliates after
July 22, 1999, pursuant to express authorization by the Board that
refers to this exception) representing at least 50% of the combined
voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors; or
(iv) the sale or disposition by the Company of all or
substantially all of the Company's assets (in one transaction or a
series of related transactions within any period of 24 consecutive
months), other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity of which at
least 75% of the combined voting power of the voting securities
entitled to vote generally in the election of directors immediately
after such sale are owned by Persons in substantially the same
proportions as their ownership of the Company immediately prior to
such sale.
2. Related Definitions. For purposes of this Annex, the following
terms, when capitalized, shall have the following meanings:
(i) Act. The term "Act" means the Securities Exchange Act of
1934, as amended.
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(ii) Affiliate and Associate. The terms "Affiliate" and
"Associate" shall have the respective meanings ascribed to such terms
in Rule l2b-2 of the General Rules and Regulations under the Act.
(iii) Beneficial Owner. A Person shall be deemed to be the
"Beneficial Owner" of any securities:
(a) which such Person or any of such Person's
Affiliates or Associates has the right to acquire (whether
such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement or
understanding, or upon the exercise of conversion rights,
exchange rights, rights, warrants or options, or otherwise;
provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own, (A) securities
tendered pursuant to a tender or exchange offer made by or
on behalf of such Person or any of such Person's Affiliates
or Associates until such tendered securities are accepted
for purchase, or (B) securities issuable upon exercise of
Rights issued pursuant to the terms of the Company's Rights
Agreement, dated as of July 22, 1999, between the Company
and Firstar Bank Milwaukee, N.A., as amended from time to
time (or any successor to such Rights Agreement), at any
time before the issuance of such securities;
(b) which such Person or any of such Person's
Affiliates or Associates, directly or indirectly, has the
right to vote or dispose of or has "beneficial ownership" of
(as determined pursuant to Rule l3d-3 of the General Rules
and Regulations under the Act), including pursuant to any
agreement, arrangement or understanding; provided, however,
that a Person shall not be deemed the Beneficial Owner of,
or to beneficially own, any security under this Subsection 1
(c) as a result of an agreement, arrangement or
understanding to vote such security if the agreement,
arrangement or understanding: (A) arises solely from a
revocable proxy or consent given to such Person in response
to a public proxy or consent solicitation made pursuant to,
and in accordance with, the applicable rules and regulations
under the Act and (B) is not also then reportable on a
Schedule l3D under the Act (or any comparable or successor
report); or
(c) which are beneficially owned, directly or
indirectly, by any other Person with which such Person or
any of such Person's Affiliates or Associates has any
agreement, arrangement or understanding for the purpose of
acquiring, holding, voting (except pursuant to a revocable
proxy as described in Subsection 1(c) (ii) above) or
disposing of any voting securities of the Company.
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(iv) Person. The term "Person" shall mean any individual,
firm, partnership, corporation or other entity, including any
successor (by merger or otherwise) of such entity, or a group of any
of the foregoing acting in concert.
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MGIC INVESTMENT CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT is made and entered into as of the date set forth on
the signature page hereof by and between MGIC INVESTMENT CORPORATION, a
Wisconsin corporation (the "Company"), and the non-employee director of the
Company whose signature is set forth on the signature page hereof (the
"Non-Employee Director").
W I T N E S S E T H:
WHEREAS, the MGIC Investment Corporation 1991 Stock Incentive Plan
(hereinafter referred to, as amended, as the "Plan"), permits shares of the
Company's common stock, $1.00 par value per share (the "Stock"), to be awarded
under its Deposit Share Program to non-employee directors of the Company who
elect to participate in the Program; and
WHEREAS, the Non-Employee Director has elected to participate in the
Program.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:
1. Award of Restricted Stock. Subject to the terms and conditions set
forth herein, the Company hereby awards the Non-Employee Director the number of
shares of Stock set forth on the signature page hereof (the "Restricted Stock").
2. Restrictions. Except as otherwise provided herein, the Restricted
Stock may not be sold, transferred or otherwise alienated or hypothecated until
the date set forth on the signature page hereof (the "Release Date"). Shares of
Restricted Stock may be transferred by gift pursuant to the "Rules for Transfer
of Awards Under the 1991 Stock Incentive Plan" attached to this Agreement as
Exhibit A (the "Rules"). Any person to whom shares of Restricted Stock are
transferred pursuant to the Rules is herein referred to as a "Permitted
Transferee."
3. Escrow. Certificates for shares of Restricted Stock shall be
issued as soon as practicable in the name of the Non-Employee Director but shall
be held in escrow by the Company, as escrow agent. Upon issuance of such
certificates, (i) the Company shall give the Non-Employee Director a receipt for
the Restricted Stock held in escrow which will state that the Company holds such
Stock in escrow for the account of the Non-Employee Director, subject to the
terms of this Agreement, and (ii) the Non-Employee Director shall give the
Company a stock power for such Stock duly endorsed in blank which will be held
in escrow for use in the event such Stock is forfeited in whole or in part.
Unless forfeited as provided herein, Restricted Stock shall cease to be held in
escrow and certificates for such Stock which have not been transferred to a
Permitted Transferee shall be delivered to the Non-Employee Director, or in the
case of his
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death, to his Beneficiary (as hereinafter defined) on the Release Date or upon
any other termination of the restrictions imposed by Paragraph 2 hereof.
4. Transfer After Release Date; Securities Law Restrictions. Except
as otherwise provided herein, Restricted Stock shall become free of the
restrictions of Paragraph 2 and be freely transferable by the Non-Employee
Director on the Release Date. Notwithstanding the foregoing or anything to the
contrary herein, the Non-Employee Director agrees and acknowledges with respect
to any Restricted Stock that has not been registered under the Securities Act of
1933, as amended (the "Act"), that (i) the Non-Employee Director will not sell
or otherwise dispose of such Stock except pursuant to an effective registration
statement under the Act and any applicable state securities laws, or in a
transaction which, in the opinion of counsel for the Company, is exempt from
such registration, and (ii) a legend will be placed on the certificates for the
Restricted Stock to such effect.
5. Termination of Directorship Due to Death. If the Non-Employee
Director ceases to be a director of the Company by reason of the Non-Employee
Director's death, (a) the restrictions of Paragraph 2 applicable to the
Restricted Stock shall terminate and (b) the vesting requirements for the
Restricted Shares shall be deemed to be fulfilled on the date of the
Non-Employee Director's death.
6. Forfeiture. Awards of Restricted Stock hereunder that have not
vested shall be forfeited by the Non-Employee Director and shall revert to the
Company upon the Non-Employee Director ceasing to be a director of the Company
for any reason other than the Non-Employee Director's death or a "Permissible
Event," unless otherwise provided by the Committee. A Permissible Event is
termination of service as a director of the Company by reason of (a) the
Non-Employee Director being ineligible for continued service as a director of
the Company under the Company's retirement policy, or (b) the Non-Employee
Director's taking a position with or providing services to a governmental,
charitable or educational institution whose policies prohibit continued service
on the Company's Board of Non-Employee Directors or under circumstances in which
that continued service as a director of the Company would be a violation of law.
If the Non-Employee Director ceases to be a director of the Company by reason of
a Permissible Event, the Restricted Stock shall continue to vest during the
balance of the Restricted Period if (1) no later than the date on which the
Non-Employee Director ceases to be a director of the Company, the Non-Employee
Director enters into an agreement approved by the Committee under which the
Non-Employee Director agrees not to compete with the Company or its subsidiaries
during the balance of such period and (2) the Non-Employee Director complies
with the agreement. All Restricted Stock that does not so vest shall be
forfeited to the Company, unless otherwise determined by the Committee.
7. Beneficiary. (a) The person whose name appears on the signature
page hereof after the caption "Beneficiary" or any successor designated by the
Non-Employee Director in accordance herewith (the person who is the Non-Employee
Director's Beneficiary at the time of his death herein referred to as the
"Beneficiary") shall be entitled to receive the vested Restricted Stock to be
released to the Beneficiary under Paragraphs 3 and 5 as a result of the death of
the Non-Employee Director. The Non-Employee Director may from time to time
revoke or change
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the Beneficiary without the consent of any prior Beneficiary by filing a new
designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Non-Employee Director's death, and in no event shall any
designation be effective as of a date prior to such receipt. If no such
Beneficiary designation is in effect at the time of an Non-Employee Director's
death, or if no designated Beneficiary survives the Non-Employee Director or if
such designation conflicts with law, the Non-Employee Director's estate shall be
entitled to receive the Restricted Stock upon the death of the Non-Employee
Director.
(b) A Permitted Transferee shall be entitled to designate a
Beneficiary with respect to the shares of Restricted Stock transferred to the
Permitted Transferee by completing the appropriate portion of the election form
contemplated by Paragraph 5 of the Rules (the "Election Form"). Such Beneficiary
shall be entitled to receive the vested Restricted Stock to be released under
Paragraphs 3 and 5 as a result of the death of the Non-Employee Director or
otherwise to be released hereunder if, in either case, the Permitted Transferee
dies, prior to such release. The Permitted Transferee may from time to time
revoke or change such Beneficiary without the consent of any prior Beneficiary
by filing a new designation with the Committee. The last such designation
received by the Committee shall be controlling, provided, however, that no
designation, or change or revocation thereof, shall be effective unless received
by the Committee prior to the Non-Employee Director's death, and in no event
shall any designation be effective as of a date prior to such receipt. If no
such designated Beneficiary survives the Permitted Transferee, such
Beneficiary's estate, of if such designation conflicts with law, the Permitted
Transferee's estate, shall be entitled to receive the Restricted Stock released
hereunder.
(c) If the Committee is in doubt as to the right of any person to
receive such Restricted Stock, the Company may retain such Stock, without
liability for any interest thereon, until the Committee determines the person
entitled thereto, or the Company may deliver such Restricted Stock to any court
of appropriate jurisdiction and such delivery shall be a complete discharge of
the liability of the Company therefor.
8. Certificate Legend. In addition to any legends placed on
certificates for Restricted Stock under Paragraph 4 hereof, each certificate for
shares of Restricted Stock shall bear the following legend:
"The sale or other transfer of the shares of stock represented by this
certificate, whether voluntary, or by operation of law, is subject to
certain restrictions set forth in the MGIC Investment Corporation 1991
Stock Incentive Plan, as amended, and a Restricted Stock Award
Agreement between MGIC Investment Corporation and the registered owner
hereof. A copy of such Plan and such Agreement may be obtained from
the Secretary of MGIC Investment Corporation."
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When the restrictions imposed by Paragraph 2 hereof terminate, the foregoing
legend shall be removed from the certificates representing such Stock upon
request of the Non-Employee Director or a Permitted Transferee for whom the
shares have been transferred.
9. Voting Rights; Dividends and Other Distributions.
(a) While the Restricted Stock is subject to restrictions under
Paragraph 2 and prior to any forfeiture thereof, the Non-Employee Director may
exercise full voting rights for the Restricted Stock registered in his name and
held in escrow hereunder.
(b) While the Restricted Stock is subject to the restrictions under
Paragraph 2 and prior to any forfeiture thereof, the Non-Employee Director shall
be entitled to receive all dividends and other distributions paid with respect
to the Restricted Stock. If any such dividends or distributions are paid in
Stock, such shares shall be subject to the same restrictions as the shares of
Restricted Stock with respect to which they were paid, including the requirement
that Restricted Stock be held in escrow pursuant to Paragraph 3 hereof.
(c) Subject to the provisions of this Agreement, the Non-Employee
Director shall have, with respect to the Restricted Stock, all other rights of
holders of Stock.
10. Adjustments in Event of Change in Stock. In the event of any
change in the outstanding shares of Stock ("capital adjustment") for any reason,
including but not limited to, any stock splits, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares or other similar event which, in the judgment of the Committee, could
distort the implementation of the Plan or the realization of its objectives, the
Committee may make such adjustments in the shares of Restricted Stock subject to
this Agreement, or in the terms, conditions or restrictions of this Agreement as
the Committee deems equitable.
11. Change in Control. If a "Change in Control of the Company" (as
defined in Annex attached hereto) occurs, the restrictions of Paragraph 2
applicable to the Restricted Stock shall terminate on the date of the Change in
Control of the Company.
12. Powers of Company Not Affected. The existence of the Restricted
Stock shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any combination, subdivision or
reclassification of the Stock or any reorganization, merger, consolidation,
business combination, exchange of shares, or other change in the Company's
capital structure or its business, or any issue of bonds, debentures or stock
having rights or preferences equal, superior or affecting the Restricted Stock
or the rights thereof, or dissolution or liquidation of the Company, or any sale
or transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise. The
determination of the Committee as to any such adjustment shall be conclusive and
binding for all purposes of this Agreement. Nothing herein shall confer upon the
Non-Employee Director the right to continue as a member of the Company's Board
of Directors.
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13. Interpretation by Committee. The Non-Employee Director agrees that
any dispute or disagreement which may arise in connection with this Agreement
shall be resolved by the Committee, in its sole discretion, and that any
interpretation by the Committee of the terms of this Agreement or the Plan and
any determination made by the Committee under this Agreement or the Plan may be
made in the sole discretion of the Committee and shall be final, binding, and
conclusive. Any such determination need not be uniform and may be made
differently among Non-Employee Directors awarded Restricted Stock.
14. Miscellaneous.
(a) This Agreement shall be governed and construed in accordance with
the laws of the State of Wisconsin applicable to contracts made and to be
performed therein between residents thereof.
(b) The waiver by the Company of any provision of this Agreement shall
not operate or be construed to be a subsequent waiver of the same provision or
waiver of any other provision hereof.
(c) The Restricted Stock shall be deemed to have been awarded pursuant
to the Plan and is subject to the terms and conditions thereof. In the event of
any conflict between the terms hereof and the provisions of the Plan, the terms
and conditions of the Plan shall prevail. Any and all terms used herein, unless
specifically defined herein shall have the meaning ascribed to them in the Plan.
(d) Any notice, filing or delivery hereunder or with respect to
Restricted Stock shall be given to the Non-Employee Director at either his or
her address as indicated in the records of the Company to which communications
are generally sent to him or her; shall be given to a Permitted Transferee at
his address as indicated in the Election Form; and shall be given to the
Committee or the Company at 250 East Kilbourn Avenue, Milwaukee 53202,
Attention: Secretary. All such notices shall be given by first class mail,
postage pre-paid, or by personal delivery.
(e) This Agreement shall be binding upon and inure to the benefit of
the Company and its successors and assigns and shall be binding upon and inure
to the benefit of the Non-Employee Director, any Permitted Transferee, the
Beneficiary and the personal representative(s) and heirs of the Non-Employee
Director, except that the Non-Employee Director may not transfer any interest in
any Restricted Stock prior to the release of the restrictions imposed by
Paragraph 2 other than as provided in Paragraph 2.
(f) The term "certificate" as used herein with regard to shares of
Restricted Stock, includes electronic registration in the system of the
Company's transfer agent for the Stock.
15. Deposit Share Program. In the event of any conflict between the
terms hereof and the terms and conditions of Section 6(e) of the Plan relating
to the Deposit Share Program, the terms and conditions of Section 6(e) shall
prevail.
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16. Permitted Transferee. In the event Shares of Restricted Stock are
transferred to a Permitted Transferee, (i) the provisions of Paragraphs 3, 4, 9,
and 13 shall apply mutatis muntandis to the shares so transferred and to the
Permitted Transferee; (ii) the provisions of Paragraphs 5, 8, 10, 11, 12, 14 and
15 shall continue to apply without any change with respect to the shares so
transferred; and (iii) the provisions of Paragraph 6 shall continue to apply
without any change with respect to the shares so transferred, except that the
shares to be forfeited shall be those shares of Restricted Stock that have not
vested and which are held by the Permitted Transferee.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer, and the Non-Employee Director has
hereunto affixed his hand and seal, all on the day and year set forth below.
MGIC INVESTMENT CORPORATION
By:_______________________________ ____________________________________________
No. of Shares of Restricted Stock:_________
Date of Agreement:
Award Date:
Release Date:
Beneficiary:_______________________________
Address of Beneficiary:
____________________________________________
____________________________________________
Beneficiary's Tax Identification
Number:____________________________________
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ANNEX
Definition of "Change in Control of the Company" and Related Terms
1. Change in Control of the Company. A "Change in Control of the
Company" shall be deemed to have occurred if an event set forth in any one of
the following paragraphs shall have occurred:
(i) any Person (other than (A) the Company or any of its
subsidiaries, (B) a trustee or other fiduciary holding securities
under any employee benefit plan of the Company or any of its
subsidiaries, (C) an underwriter temporarily holding securities
pursuant to an offering of such securities or (D) a corporation owned,
directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock in the
Company ("Excluded Persons")) is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in
the securities beneficially owned by such Person any securities
acquired directly from the Company or its Affiliates after July 22,
1999, pursuant to express authorization by the Board of Directors of
the Company (the "Board") that refers to this exception) representing
50% or more of either the then outstanding shares of common stock of
the Company or the combined voting power of the Company's then
outstanding voting securities entitled to vote generally in the
election of directors; or
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors of the Company then
serving: (A) individuals who, on July 22, 1999, constituted the Board
and (B) any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation,
relating to the election of directors of the Company, as such terms
are used in Rule 14a-11 of Regulation 14A under the Act) whose
appointment or election by the Board or nomination for election by the
Company's shareholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors
on July 22, 1999, or whose initial appointment, election or nomination
for election as a director which occurred after July 22, 1999 was
approved by such vote of the directors then still in office at the
time of such initial appointment, election or nomination who were
themselves either directors on July 22, 1999 or initially appointed,
elected or nominated by such two-thirds (2/3) vote as described above
ad infinitum (collectively the "Continuing Directors"); provided,
however, that individuals who are appointed to the Board pursuant to
or in accordance with the terms of an agreement relating to a merger,
consolidation, or share exchange involving the Company (or any direct
or indirect subsidiary of the Company) shall not be Continuing
Directors for purposes of this Agreement until after such individuals
are first nominated for election by a vote of at least two-thirds
(2/3) of the then Continuing Directors and are thereafter elected as
directors by the shareholders of the Company at a meeting of
shareholders held
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following consummation of such merger, consolidation, or share
exchange; and, provided further, that in the event the failure of any
such persons appointed to the Board to be Continuing Directors results
in a Change in Control of the Company, the subsequent qualification of
such persons as Continuing Directors shall not alter the fact that a
Change in Control of the Company occurred; or
(iii) a merger, consolidation or share exchange of the
Company with any other corporation is consummated or voting securities
of the Company are issued in connection with a merger, consolidation
or share exchange of the Company (or any direct or indirect subsidiary
of the Company) pursuant to applicable stock exchange requirements,
other than (A) a merger, consolidation or share exchange which would
result in the voting securities of the Company entitled to vote
generally in the election of directors outstanding immediately prior
to such merger, consolidation or share exchange continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent thereof) at
least 50% of the combined voting power of the voting securities of the
Company or such surviving entity or any parent thereof entitled to
vote generally in the election of directors of such entity or parent
outstanding immediately after such merger, consolidation or share
exchange, or (B) a merger, consolidation or share exchange effected to
implement a recapitalization of the Company (or similar transaction)
in which no Person (other than an Excluded Person) is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
(not including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its Affiliates after
July 22, 1999, pursuant to express authorization by the Board that
refers to this exception) representing at least 50% of the combined
voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors; or
(iv) the sale or disposition by the Company of all or
substantially all of the Company's assets (in one transaction or a
series of related transactions within any period of 24 consecutive
months), other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity of which at
least 75% of the combined voting power of the voting securities
entitled to vote generally in the election of directors immediately
after such sale are owned by Persons in substantially the same
proportions as their ownership of the Company immediately prior to
such sale.
2. Related Definitions. For purposes of this Annex, the following
terms, when capitalized, shall have the following meanings:
(i) Act. The term "Act" means the Securities Exchange Act of
1934, as amended.
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(ii) Affiliate and Associate. The terms "Affiliate" and
"Associate" shall have the respective meanings ascribed to such terms
in Rule l2b-2 of the General Rules and Regulations under the Act.
(iii) Beneficial Owner. A Person shall be deemed to be the
"Beneficial Owner" of any securities:
(a) which such Person or any of such Person's
Affiliates or Associates has the right to acquire (whether
such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement or
understanding, or upon the exercise of conversion rights,
exchange rights, rights, warrants or options, or otherwise;
provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own, (A) securities
tendered pursuant to a tender or exchange offer made by or
on behalf of such Person or any of such Person's Affiliates
or Associates until such tendered securities are accepted
for purchase, or (B) securities issuable upon exercise of
Rights issued pursuant to the terms of the Company's Rights
Agreement, dated as of July 22, 1999, between the Company
and Firstar Bank Milwaukee, N.A., as amended from time to
time (or any successor to such Rights Agreement), at any
time before the issuance of such securities;
(b) which such Person or any of such Person's
Affiliates or Associates, directly or indirectly, has the
right to vote or dispose of or has "beneficial ownership" of
(as determined pursuant to Rule l3d-3 of the General Rules
and Regulations under the Act), including pursuant to any
agreement, arrangement or understanding; provided, however,
that a Person shall not be deemed the Beneficial Owner of,
or to beneficially own, any security under this Subsection 1
(c) as a result of an agreement, arrangement or
understanding to vote such security if the agreement,
arrangement or understanding: (A) arises solely from a
revocable proxy or consent given to such Person in response
to a public proxy or consent solicitation made pursuant to,
and in accordance with, the applicable rules and regulations
under the Act and (B) is not also then reportable on a
Schedule l3D under the Act (or any comparable or successor
report); or
(c) which are beneficially owned, directly or
indirectly, by any other Person with which such Person or
any of such Person's Affiliates or Associates has any
agreement, arrangement or understanding for the purpose of
acquiring, holding, voting (except pursuant to a revocable
proxy as described in Subsection 1(c) (ii) above) or
disposing of any voting securities of the Company.
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(iv) Person. The term "Person" shall mean any individual,
firm, partnership, corporation or other entity, including any
successor (by merger or otherwise) of such entity, or a group of any
of the foregoing acting in concert.
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