EXHIBIT 10.7
MGIC INVESTMENT CORPORATION
1991 STOCK INCENTIVE PLAN, AS AMENDED
1. Purpose. The purpose of the MGIC Investment Corporation 1991 Stock
Incentive Plan, as amended to March 6, 1997 and as proposed to be further
amended in accordance with amendments adopted by the Board (as hereinafter
defined) on March 6, 1997 (the "Amended Plan"), is to secure for MGIC Investment
Corporation (the "Company") and its subsidiaries the benefits of the additional
incentive inherent in the ownership of the Company's Common Stock, $1.00 par
value (the "Common Stock"), by certain key employees and executive officers of
the Company and its subsidiaries and directors of the Company, who are important
to the success and the growth of the business of the Company and to help the
Company secure and retain the services of such persons. In addition to granting
stock options ("Options"), the Amended Plan provides for a deposit share program
("Deposit Share Program") and for the award of Common Stock, subject to certain
terms, conditions and restrictions ("Restricted Stock"). It is intended that
certain of the Options issued pursuant to the Amended Plan will constitute
incentive stock Options ("Incentive Stock Options") within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
the remainder of the Options issued pursuant to the Amended Plan will constitute
nonstatutory Options. The Options and Restricted Stock are hereinafter referred
to collectively as "Awards".
2. Administration.
(a) Stock Award Committee. The Amended Plan shall be
administered under the supervision of the Board of Directors of the
Company (the "Board"), which shall exercise its powers, to the extent
herein provided, through the agency of the Stock Award Committee (the
"Committee"), which shall consist of at least two members and shall be
appointed from among the members of the Board. Any member of the
Committee may resign or be removed by the Board and new members may be
appointed by the Board. Additionally, the Committee shall be
constituted so as to satisfy at all times the outside director
requirement of Code Section 162(m) and the regulations thereunder or
any substitute provision therefor.
(b) Rules and Regulations. The Committee, from time to time,
may adopt rules and regulations for carrying out the provisions and
purposes of the Amended Plan. The interpretation and construction of
any provision of the Amended Plan by the Committee shall be final,
conclusive and binding on all interested parties. In order to carry out
its responsibilities, the Committee may execute such documents and
enter into such agreements and make all determinations deemed necessary
or advisable to effectuate the purposes of the Amended Plan.
(c) Authority. The Committee shall have all the powers vested
in it by the terms of the Amended Plan, such powers to include
exclusive authority (subject to the terms of the Amended Plan and
applicable law) to select the persons to be granted Awards under the
Amended Plan, to determine the type, size and terms of Awards to be
made to each person selected, to determine the time when Awards will be
granted and to establish objectives and conditions for earning Awards.
The Committee shall determine which Options are to be Incentive Stock
Options and which are to be nonstatutory Options and shall in each case
enter into a written Option agreement with the recipient thereof (an
"Option Agreement") setting forth the terms and conditions of the grant
and the exercise of the subject Option, as determined by the Committee
in accordance with the Amended Plan. To the extent that the aggregate
fair market value of Common Stock with respect to which Incentive Stock
Options under the Amended Plan and any other plans of the Company or
its subsidiaries are exercisable by an Employee (as hereinafter
defined) for the first time during any calendar year exceeds $100,000,
such Options shall be treated as Options which are not Incentive Stock
Options. To the extent the Code is amended from time to time to provide
additional or different limitations on the grant of Incentive Stock
Options, the foregoing limitation shall be considered to be amended
accordingly. The Committee shall have full power and authority to
administer and interpret the Amended Plan and to adopt such rules,
regulations, agreements, guidelines and instruments for the
administration of the Amended Plan and for the conduct of its business
as the Committee deems necessary or advisable. The Committee's
interpretation of the Amended Plan, and all actions taken and
determinations made by the Committee pursuant to the powers vested in
it, shall be conclusive and binding on all parties concerned, including
the Company, its subsidiaries, its shareholders, Participants (as
defined in Section 4 below) and any employee of the Company or its
subsidiaries. The Committee may delegate duties to any person or
persons; provided, that, no delegation of duties is permitted with
respect to (i) any grant, award or other acquisition from the Company
if the person or persons to whom duties are delegated would not satisfy
the standard of Rule 16b-3(d)(1) under the Securities Exchange Act of
1934, as amended, or any substitute provision therefor or the
requirements of Section 162(m) of the Code and (ii) any disposition to
the Company if the person or persons to whom duties are delegated would
not satisfy the standard of Rule 16b-3(d)(1).
(d) Records. The Committee shall maintain a written record of
its proceedings. A majority of the Committee members shall constitute a
quorum for any meeting. Any determination or action of the Committee
may be made or taken by a majority of the members present at any such
meeting, or without a meeting by a resolution or written memorandum
concurred in by all of the members then in office.
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3. Stock Subject to Awards. The aggregate number of shares of Common
Stock for which Awards may be granted under the Amended Plan shall not exceed
7,000,000 shares, subject to adjustment as provided in Section 8 below. If, and
to the extent that, Options granted under the Amended Plan terminate or expire
without having been exercised, or shares of Restricted Stock under the Amended
Plan are forfeited, the shares covered by such terminated or expired Options or
forfeited Restricted Stock, as the case may be, may be the subject of further
grants under the Amended Plan. Restricted Stock granted under the Amended Plan
and shares issued upon the exercise of any Option granted under the Amended Plan
may be, at the Company's discretion, shares of authorized and unissued Common
Stock, shares of issued Common Stock held in the Company's treasury or
reacquired shares or any combination thereof. The foregoing notwithstanding, the
maximum number of shares of Restricted Stock for which Awards may be granted is
400,000 shares.
4. Persons Eligible. Under the Amended Plan, (i) Awards may be granted
to any key employee or executive officer of the Company who is an employee of
the Company or its subsidiaries, including any employee who is also a member of
the Board (an "Employee") and (ii) shares of Restricted Stock shall be awarded
to each Non-Employee Director under the Deposit Share Program, as provided
herein. "Non-Employee Director" means a member of the Board who is not an
employee of the Company or of any person, directly or indirectly, controlling,
controlled by or under common control with the Company and is not a member of
the Board representing a holder of any class of securities of the Company. In
determining the Employees to whom Awards are to be granted and the number of
shares to be covered by an Award, the Committee shall take into consideration
the Employee's present and potential contribution to the success of the Company
and such other factors as the Committee may deem proper and relevant. An
Employee receiving an Award, and a Non-Employee Director receiving shares of
Restricted Stock under the Amended Plan are individually hereinafter referred to
as a "Participant". In no event may Awards be granted to any one Participant for
more than twenty percent (20%) of the aggregate number of shares of Common Stock
for which Awards may be granted under the Amended Plan, including for this
purpose Awards granted to such Participant which are subsequently cancelled,
forfeited or otherwise terminated.
5. Provisions Applicable to Options.
(a) Price and Type of Options. The purchase price of each
share of Common Stock under any Option granted under the Amended Plan
shall be as determined by the Committee in its sole discretion, but
shall not be less than the Fair Market Value thereof (determined in a
manner equivalent to the determination under Section 6(e), unless in
the case of Incentive Stock Options, the Code requires a different
method, in which case the method required by the Code shall be followed
for Incentive Stock Options) on the date of grant. The type of Option
granted shall be as determined by the Committee, but any Incentive
Stock Options granted shall be subject to such terms and conditions as
are required for the qualification as such by the Code on the date of
grant. Any Options
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granted under the Amended Plan shall be clearly identified as Incentive
Stock Options or nonstatutory stock Options.
(b) Exercisability of Options. The Committee shall determine
when and to what extent an Option shall be vested; and may provide for
Options to be vested based upon such performance related goals as the
Committee in its sole discretion deems appropriate ("Performance
Goals"). The Committee may, in its sole discretion, also provide that
some or all Options granted shall immediately become vested or
exercisable as of a date fixed by the Committee upon a change in
control of the Company as defined by the Committee or in the event of a
sale, lease or transfer of all or substantially all of the Company's
assets, equity securities or businesses, or merger, consolidation or
other business combination of the Company. The Committee may also if it
so elects make any such action contingent upon consummation of the
event which prompted the action.
(c) Termination of Options. The unexercised portion of any
Option granted under the Amended Plan shall automatically and without
notice terminate and become null and void at the time of the earliest
to occur of the following:
(i) Thirty (30) days after the termination of the
Participant's employment with the Company and all subsidiaries
thereof for any reason (including, without limitation,
disability, or termination by the Company and all subsidiaries
thereof, with or without cause) other than by reason of the
Participant's death, retirement from the Company and all
subsidiaries thereof after reaching age 55 and after having
been employed by the Company or any subsidiary thereof for at
least seven (7) years or a leave of absence approved by the
Company;
(ii) Three Hundred Sixty-Five (365) days after the
termination of the Participant's employment with the Company
and all subsidiaries thereof by reason of the Participant's
death, or by reason of the Participant's retirement from the
Company and all subsidiaries thereof after reaching age 55 and
after having been employed by the Company or any subsidiary
thereof for at least seven (7) years;
(iii)Thirty (30) days after expiration or termination
of a leave of absence approved by the Company unless the
Participant becomes reemployed with the Company or any
subsidiary prior to such 30-day period in which event the
Option shall continue in effect in accordance with its terms;
(iv) The expiration of the Option Period (as
hereinafter defined); or
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(v) In whole or in part, at such earlier time or upon
the occurrence of such earlier event as the Committee in its
discretion may have provided upon the granting of such Option.
(d) Term of Options. The term of each Option granted under the
Amended Plan will be for such period (herein referred to as the "Option
Period") of not less than seven (7) years and not more than ten (10)
years as the Committee shall determine. With respect to Incentive Stock
Options, such term may not exceed ten (10) years or such other term
provided in the Code. Each Option shall be subject to earlier
termination as described under "Termination of Options" in subparagraph
(c) above. An Option shall be considered granted on the date the
Committee acts to grant the Option or such date thereafter as the
Committee shall specify.
(e) Exercise of Options. Options granted under the Amended
Plan may be exercised by the Participant, as to all or part of the
shares covered thereby, in accordance with the terms of such
Participant's Option Agreement. A partial exercise of an Option may not
be made with respect to fewer than ten (10) shares unless the shares
purchased are the total number then available for purchase under the
Option. A Participant shall exercise such Option by delivering ten (10)
days' (or such shorter period as the Company shall permit) prior
written notice of the exercise thereof on a form prescribed by the
Company to the Secretary of the Company at its principal office,
specifying the number of shares to be purchased. The purchase price of
the shares as to which an Option shall be exercised shall be paid in
full in cash or its equivalent at the time of exercise.
The Participant shall be responsible for paying all
withholding taxes, if any, applicable to any Option exercise and the
Company shall have the right to take any action necessary to insure
that the Participant pays the required withholding taxes. Upon payment
of the Option purchase price and the required withholding taxes, the
Company shall cause a certificate for the shares so purchased to be
delivered to the Participant.
(f) Stock Withholding. Notwithstanding the terms of
subparagraph (e) above, a Participant shall be permitted to satisfy the
Company's withholding tax requirements by electing to have the Company
withhold shares of Common Stock otherwise issuable to the Participant
or to deliver to the Company shares of Common Stock having a fair
market value on the date income is recognized pursuant to the exercise
of an Option equal to the amount required to be withheld. The election
shall be made in writing and shall be made according to such rules and
in such form as the Committee may determine.
(g) Exercise of Options following Participant's Death. If a
Participant dies ("Deceased Participant") while in the employ of the
Company, and if the Deceased Participant's death occurs prior to the
date the Option terminates, regardless of whether the Option is subject
to exercise under the terms of the Option, such Option shall become
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immediately vested and exercisable by the personal representative of
the Deceased Participant or the person to whom the Deceased
Participant's rights under the Option would be transferred by law or
applicable laws of descent and distribution. The Committee may also
provide as to Options outstanding as of January 1, 1994 for a right to
surrender the Option to the Company at a price equal to the difference
between the aggregate Option price and the fair value of the Common
Stock subject to the Option as of the Deceased Participant's death. The
surrender shall also be subject to such terms and conditions as are
determined by the Committee and set forth in the Option Agreement.
(h) Non-Transferability of Options. Except to the extent as
may be permitted under rules established by the Committee, an Option or
any right evidenced thereby shall not be transferable otherwise than by
will or the laws of descent and distribution, and shall be exercisable
during the Participant's lifetime only by him or by his guardian or
legal representative.
(i) Rights of Participant. The Participant shall have none of
the rights of a shareholder of the Company with respect to the shares
subject to any Option granted under the Amended Plan until a
certificate or certificates for such shares shall have been issued upon
the exercise of any Option.
6. Restricted Stock Awards. The Committee may make awards of Restricted
Stock ("Restricted Stock Awards") to Participants who are Employees, and shall
make Awards to Non-Employee Directors, subject to the provisions of this Section
6.
(a) Restricted Stock Agreements. Restricted Stock Awards shall
be evidenced by Restricted Stock agreements ("Restricted Stock
Agreements") which shall conform to the requirements of the Amended
Plan and may contain such other provisions (such as provisions for the
protection of Restricted Stock in the event of mergers, consolidations,
dissolutions and liquidations affecting either the Restricted Stock
Agreement or the Common Stock issued thereunder) as the Committee shall
deem advisable.
(b) Payment of Restricted Stock Awards. Restricted Stock
Awards shall be made by delivering to the Participant or an Escrow
Agent (as defined below) a certificate or certificates for such shares
of Restricted Stock of the Company, as determined by the Committee
("Restricted Shares"), which Restricted Shares shall be registered in
the name of such Participant. The Participant shall have all of the
rights of a holder of Common Stock with respect to such Restricted
Shares except as to such restrictions as appear on the face of the
certificate. The Committee may designate the Company or one or more of
its employees to act as custodian or escrow agent for the certificates
("Escrow Agent").
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(c) Terms, Conditions and Restrictions. Restricted Shares
shall be subject to such terms and conditions, including vesting and
forfeiture provisions, if any, and to such restrictions against resale,
transfer or other disposition as may be provided in this Amended Plan
and, consistent therewith, as may be determined by the Committee at
such time as it grants a Restricted Stock Award to a Participant. Any
new or different Restricted Shares or other securities resulting from
any adjustment of such Restricted Shares pursuant to Section 8 hereof
shall be subject to the same terms, conditions and restrictions as the
Restricted Shares prior to such adjustment. The Committee may in its
discretion, remove, modify or accelerate the release of restrictions on
any Restricted Shares as it deems appropriate. In the event of the
Participant's death, all transfers or other restrictions to which the
Participant's Restricted Shares are subject shall immediately lapse,
and the Deceased Participant's legal representative or person receiving
such Restricted Shares under the Deceased Participant's will or under
the laws of descent and distribution shall take such Restricted Shares
free of any such transfer or other restrictions.
(d) Dividends and Voting Rights. Except as otherwise provided
by the Committee, during the restricted period the Participant shall
have the right to receive dividends from and to vote the Participant's
Restricted Shares.
(e) Deposit Share Program. Subject to the provisions set forth
below and subject to rules established by the Committee, pursuant to
the Company's Deposit Share Program, (1) Employees may elect to acquire
shares of Common Stock with a Fair Market Value up to a percentage
designated by the Committee of cash bonuses under the Company's
incentive compensation programs designated by the Committee, and (2)
Non-Employee Directors shall be entitled to acquire shares of Common
Stock with a Fair Market Value equal to up to 50% of the compensation
of such Non-Employee Director for service as a director of the Company,
including for service as a member of a Committee of the Board, during
the preceding calendar year (in each case, "Deposit Shares"). Deposit
Shares shall be issued in an amount which the Deposit Share Participant
(as defined in Section 6(e)(i) below) elects to use to acquire Common
Stock (subject to limits provided in this Section 6(e)) divided by the
Fair Market Value of a share of Common Stock on the Award Date (as
defined in Section 6(e)(ii) below). For purposes hereof, the term "Fair
Market Value" shall be as determined by the Committee, except that
during any period the Common Stock is traded on a recognized exchange,
Fair Market Value shall be based upon the last sales price of Common
Stock on the principal securities exchange on which the same is traded
on the Award Date or if no sales of Common Stock have taken place on
such date, the last sales price on the first date following the Award
Date on which sales occur. Deposit Share Participants electing to
deposit Deposit Shares with the Company under the Deposit Share Program
and receive Restricted Stock Awards in connection therewith shall do so
as follows:
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(i) The Committee shall notify each Participant who
is an Employee selected to participate in the Deposit Share
Program and each Non-Employee Director (such Employees and
Non-Employee Directors together referred to as "Deposit Share
Participants") of the maximum amount which they are permitted
to use to acquire Common Stock to be deposited with the Escrow
Agent, and Deposit Share Participants may choose to deposit
any number of Deposit Shares they are permitted to deposit
under the Committee rules (Deposit Shares so acquired and
deposited are herein sometimes referred to as the "Original
Deposit").
(ii) Deposit Share Participants must make their
irrevocable election on or before the date designated by the
Committee or if no date is designated, then at least thirty
(30) days prior to the Award Date. The Award Date ("Award
Date") for each year in which a Deposit Share Participant is
eligible to receive Deposit Shares shall be February 15, or
the Monday following February 15 in any year in which February
15 falls on a Saturday or Sunday, unless the Committee
designates a different Award Date. The Award Date for
Employees and Non-Employee Directors need not be the same. The
Committee shall have the discretion to waive any date or
deadline established pursuant to this section. The Committee
may also allow a Deposit Share Participant who is an Employee
to acquire Deposit Shares in lieu of a bonus, or to deliver a
check equal to the dollar amount of bonuses for which the
Deposit Share Participant may purchase Deposit Shares, in
which case the full amount of the cash bonus (less applicable
withholding) will be paid to the Employee and the Employee
shall deliver a check to the Company, subject to the
limitations established by the Committee.
(iii) All elections shall be in writing and filed
with the Committee or its designee. Such elections may, if
permitted by the Committee, also specify one of the following
alternatives regarding the manner in which dividends are paid
on all deposited stock (including Deposit Shares, shares
purchased with dividends, if any, and matching Restricted
Shares (but only if the Committee allows dividends on such
Restricted Shares to be paid and credited)):
(1) Dividends shall be accumulated by the
Escrow Agent for the purchase of additional shares
for the Deposit Share Participant's account; or
(2) Dividends shall be paid currently to the
Deposit Share Participant.
A Deposit Share Participant shall be deemed to have elected
Alternative (1) unless or until the Deposit Share Participant
delivers written notice to the Company selecting Alternative
(2) as the method by which dividends are to be paid and
credited.
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(iv) As soon as practicable following an Original
Deposit, the Company shall match the Deposit Shares deposited
with the Escrow Agent for the Deposit Share Participant's
account by depositing (1) for an Employee, up to one (1)
Restricted Share for each Deposit Share in the Original
Deposit, as determined by the Committee, and (2) for a
Non-Employee Director, one and one-half (1-1/2) Restricted
Share for each Deposit Share in the Original Deposit.
Restricted Shares shall be distributed to the Deposit Share
Participant entitled thereto as promptly as practicable after
they vest.
(v) With respect to Employees, the Restricted Shares
deposited by the Company shall vest in accordance with the
schedule determined by the Committee. With respect to
Non-Employee Directors, the Restricted Shares shall vest on
the third anniversary of the date of the Award. Awards of
Restricted Stock that are not vested shall be forfeited upon
the Non-Employee Director ceasing to be a director of the
Company for any reason, except in the case of death, as
hereinafter provided in Section 6 (e) (ix), except in the case
of a Permissible Event (as hereinafter defined) or except as
otherwise provided by the Committee. If a Non-Employee
Director ceases to be a director by reason of a Permissible
Event, the Restricted Shares shall continue to vest during the
balance of the three-year vesting 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. Any
Restricted Shares that do not vest by reason of a Permissible
Event shall be forfeited unless otherwise provided by the
Committee. A Permissible Event shall be any termination of
service as a director of the Company by reason of:
(1) the Non-Employee Director being
ineligible for continued service as a director of the
Company under the Company's retirement policy; or
(2) 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
Board or due to the fact that continued service as a
director would be a violation of law.
The Company may, in its sole discretion, provide that some or
all Restricted Stock shall immediately become vested in the
circumstances with respect to immediate vesting of Options
contemplated by Section 5(b).
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(vi) Shares purchased with dividends paid on
deposited stock (Original Deposit, Restricted Stock or any
shares purchased with dividends) may be withdrawn from a
Deposit Share Participant's account at any time.
(vii) A Deposit Share Participant's interests in the
Original Deposit or the Restricted Stock may not be sold,
pledged, assigned or transferred in any manner, other than by
will or the laws of descent and distribution, so long as such
shares are held by the Escrow Agent, and any such sale,
pledge, assignment or other transfer shall be null and void;
provided, however, a pledge of the Deposit Share Participant's
interest in the Original Deposit or a transfer of such
Participant's interest in the Original Deposit (any permitted
transfer not being considered a withdrawal of the Original
Deposit) or in the Restricted Stock may be permitted in
accordance with rules which the Committee may establish. To
the extent Restricted Shares become vested, at the same time
as Restricted Shares are released by the Escrow Agent, the
Escrow Agent shall also release a percentage (computed to the
nearest whole percent) of the Original Deposit equal to the
number of Restricted Shares then being released, divided by
the number of Restricted Shares deposited by the Company with
respect to the Original Deposit.
(viii) Any or all of the Original Deposit may be
withdrawn at any time. Such withdrawal shall cause a
forfeiture of any non-vested Restricted Shares attributable to
the Deposit Shares being withdrawn. Any Deposit Shares
withdrawn shall be deemed to have been withdrawn under Section
6(e)(vi) to the extent there are any such shares, and then
under this Section 6(e)(viii).
(ix) In the event the employment with the Company or
its subsidiaries of a Deposit Share Participant who is an
Employee is terminated during the vesting period by reason of
the Deposit Share Participant's death, the vesting
requirements shall be deemed fulfilled upon the date of such
termination of employment. In the event a Non-Employee
Director's service as a director of the Company is terminated
during the vesting period by reason of the Non-Employee
Director's death, the vesting requirements shall be deemed to
be fulfilled on the date of such termination of service.
(x) In the event the employment with the Company and
its subsidiaries of a Deposit Share Participant who is an
Employee is terminated during the vesting period for any
reason other than death, the Restricted Shares, to the extent
not otherwise vested, shall automatically be forfeited and
returned to the Company unless the Committee shall, in its
sole discretion, otherwise provide.
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7. Right to Terminate Employment. Nothing in the Amended Plan or in any
Award granted under the Amended Plan to a Participant who is an Employee shall
confer upon any such Participant the right to continue in the employment of the
Company or affect the right of the Company to terminate such a Participant's
employment at any time, nor cause any Award granted to become exercisable as a
result of the election by the Company of its right to terminate at any time the
employment of such a Participant subject, however, to the provisions of any
agreement of employment between the Company and such Participant. Nothing in the
Amended Plan or in any Award of Restricted Stock under the Amended Plan to a
Participant who is a Non-Employee Director shall confer upon such Director the
right to continue as a member of the Board.
8. Dilution and Other Adjustments. In the event of any change in the
outstanding shares of the Company ("capital adjustment") for any reason
including, but not limited to, any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares or other similar event, an adjustment in the number or kind of shares
of Common Stock subject to, the Option price per share under, and (if
appropriate) the terms and conditions of, any outstanding Award, shall be
modified or provided for by the Committee in a manner consistent with such
capital adjustment, and the shares reserved for issuance under this Amended Plan
shall likewise be modified. The determination of the Committee as to any such
adjustment shall be conclusive and binding for all purposes of the Amended Plan.
9. Form of Agreements with Participants. Each Option Agreement and/or
Restricted Stock Agreement to be executed by a Participant shall be in such form
as the Committee shall in its discretion determine.
10. Legend on Certificates; Restrictions on Transfer. The Company may,
to the extent deemed necessary or advisable, endorse an appropriate legend
referring to any restrictions imposed by state law or the Securities Act of
1933, as amended, upon the certificate or certificates representing any shares
issued or transferred to the Participant pursuant to Awards.
11. Securities Act Compliance. Notwithstanding any provision of the
Amended Plan to the contrary, the Committee shall take whatever action it may
consider necessary or appropriate to comply with the Securities Act of 1933, as
amended, or any other then applicable securities law, including limiting the
granting and exercise of Options or the issuance of shares thereunder.
12. Amendment, Expiration and Termination of the Amended Plan. Under
the Amended Plan, Awards may be granted at any time and from time to time before
the tenth anniversary date of adoption of amendments to this Plan by the
Company's Board of Directors on January 27, 1994 (the date on which this Plan
was last previously amended) at which time the Amended Plan will expire, except
as to Awards then outstanding. The foregoing notwithstanding, no Incentive Stock
Options may be granted after January 1, 2001. The
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Amended Plan will remain in effect with respect to outstanding Awards until such
Awards have been exercised or have expired, as the case may be. The Amended Plan
may be terminated or modified at any time by the Board of Directors before the
expiration of the Amended Plan, except with respect to any Awards then
outstanding under the Amended Plan, provided that any increase in the maximum
number of shares subject to Awards specified in Section 3 or in Section 4 hereof
shall be subject to the approval of the Company's shareholders unless made
pursuant to the provisions of Section 8 hereof. No amendment of the Amended Plan
shall adversely affect any right of any Participant with respect to any Award
theretofore granted under the Amended Plan.
13. Effective Date. If the Amended Plan is not approved by the
Company's shareholders prior to September 1, 1997, the MGIC Investment
Corporation 1991 Stock Incentive Plan as in effect immediately prior to March 6,
1997 shall remain in effect and shall not be deemed to have been amended.
14. Governing Law. The Amended Plan and any Option Agreement and/or
Restricted Stock Agreement shall be governed by and construed in accordance with
the internal substantive laws, and not the choice of law rules, of the State of
Wisconsin.
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