EXHIBIT 10.10
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
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 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."
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. (a) If a change in control occurs, the
restrictions of Paragraph 2 applicable to the Restricted Stock shall terminate
on the date of the change in control. For this purpose, "change in control"
shall mean any event which results in the legal or beneficial ownership in one
person or group of persons acting in concert of shares of Stock representing
more than fifty percent (50%) of the outstanding Stock on the date of such
event. It is understood that if a change in control occurs, this Paragraph 11(a)
shall apply even if the transaction by which such change in control occurs is
also described in Paragraph 11(b).
(b) In the event of a sale, lease or transfer of all or
substantially all of the Company's assets, equity securities or
business, or merger, consolidation or other business combination
involving the Company, the Committee may in its discretion provide that
all or any portion of the restrictions of Paragraph 2 applicable to all
or any portion of the Restricted Stock shall terminate, contingent upon
the consummation of such event or not so contingent, and may take all
such action as it deems necessary in connection therewith.
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.
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. If any of the Original Deposit (as defined
in the Plan) is withdrawn prior to the release of any of the Restricted Stock,
the Restricted Stock attributable to the shares withdrawn shall first be the
Restricted Stock to be released on the first Release Date and shall then be the
Restricted Stock to be released on the Second Release Date, as both such Dates
are specified on the signature page hereof. 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.
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 its corporate seal hereunto affixed,
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:__________________________________