Exhibit No. 10(T)
THE PROGRESSIVE CORPORATION
1995 INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
(<YEAR OF GRANT> TIME-BASED AWARD)
This Agreement ("Agreement") is made this <Grant Date> by and between
<Participant Name> ("Participant") and The Progressive Corporation (the
"Company").
1. Award of Restricted Stock. The Company hereby grants to Participant
an award (the "Award") of restricted stock (the "Restricted Stock") consisting
of <# of Shares> of the Company's Common Shares, $1 Par Value ("Common Shares"),
pursuant and subject to The Progressive Corporation 1995 Incentive Plan (the
"Plan").
2. Condition to Participant's Rights under this Agreement. This
Agreement shall not become effective, and Participant shall have no rights with
respect to the Award or the Restricted Stock, unless and until the Participant
has fully executed this Agreement and delivered it to the Company (in the
Company's discretion, such execution and delivery may be accomplished through
electronic means).
3. Restrictions; Vesting. The Restricted Stock shall be subject to the
restrictions and other terms and conditions set forth in the Plan, which are
hereby incorporated herein by reference, and in this Agreement. Subject to the
terms and conditions of the Plan and this Agreement, Participant's rights in and
to the shares of Restricted Stock shall vest according to the following
schedule:
a. One-third of the shares of Restricted Stock shall vest on <Vesting
Date>.
b. One-third of the shares of Restricted Stock shall vest on <Vesting
Date>.
c. The final one-third of the shares of Restricted Stock shall vest on
<Vesting Date>.
The shares of Restricted Stock awarded under this Agreement shall vest in
accordance with the schedule set forth above unless, prior to the vesting date
set forth above, the Award and the applicable shares of Restricted Stock are
forfeited or have become subject to accelerated vesting under the terms and
conditions of the Plan. Until the shares of Restricted Stock vest, Participant
shall not sell, transfer, pledge, assign or otherwise encumber such shares of
Restricted Stock or any interest therein.
4. Manner In Which Shares Will Be Held. Subject to the provisions of
this Paragraph 4, stock certificates evidencing the shares of Restricted Stock
awarded under this Agreement shall be registered in the name of Participant and
shall be delivered to and held in custody by the Company, or its designee, until
the restrictions thereon shall have lapsed or any conditions to the vesting of
such Award, or a portion thereof, have been satisfied. Such certificates shall
bear an appropriate legend referring to the terms, conditions and restrictions
applicable to such Award.
In the discretion of the Company, any or all shares of Restricted Stock
awarded to Participant hereunder may be issued in, or after issuance may be
transferred to, book-entry form and held by the Company, or its designee, in
such form. In such event, no stock certificates evidencing such shares will be
held, the applicable restrictions will be noted in the records of the Company's
transfer agent and in the book-entry system.
Participant hereby irrevocably authorizes the Company and the Compensation
Committee of the Board of Directors (the "Committee") to take any and all
appropriate action with respect to the evidence of Participant's Restricted
Stock, including, without limitation, issuing certificates for such Restricted
Stock, issuing such Restricted Stock in book-entry form, transferring any
previously issued certificates
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into book-entry form, transferring any Restricted Stock (whether held in
certificate or book-entry form) into unrestricted form at vesting, or canceling
any Restricted Stock (whether held in certificate or book-entry form) as and
when required by this Agreement or the Plan, or undertaking any other action
which may be done lawfully by the Company or the Committee in the administration
of the Plan and this Agreement. Participant specifically acknowledges and agrees
that such certificates and/or book-entry evidence of Participant's Restricted
Stock may be transferred or cancelled pursuant to this Agreement and the Plan
without requiring that a Stock Power be executed and delivered by the
Participant or requiring any other action on the part of Participant, and
Participant authorizes the Company to undertake each such action without such
Stock Powers.
Participant hereby further irrevocably appoints the Secretary of the
Company and any employee of the Company who may be designated by the Secretary,
and each of them, my true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for me and in my name, place and stead, in
any and all capacities, to execute and deliver each and every document
(including, without limitation, any such Stock Powers) which may be necessary or
appropriate in connection with the issuance, transfer, cancellation or other
action taken in connection with the Restricted Stock awarded hereunder pursuant
to this Agreement or the Plan. The rights granted by Participant under this
paragraph shall automatically expire as to shares of Restricted Stock awarded
hereunder upon the transfer of such shares into unrestricted form at vesting or
upon the cancellation of such shares at any time, as applicable, pursuant to
this Agreement and the Plan.
5. Rights of Shareholder. Except as otherwise provided in this
Agreement or the Plan, Participant shall have, with respect to the shares of
Restricted Stock awarded hereunder, all of the rights of a shareholder of the
Company, including the right to vote the shares and the right to receive any
dividends as declared by the Company's Board of Directors.
6. Shares Non-Transferable. No shares of Restricted Stock shall be
transferable by Participant other than by will or by the laws of descent and
distribution. In the event any Award is transferred or assigned pursuant to a
court order, such transfer or assignment shall be without liability to the
Company, and the Company shall have the right to offset against such Award any
expenses (including attorneys' fees) incurred by the Company in connection with
such transfer or assignment.
7. Termination of Employment. Except as otherwise provided in the Plan
or as determined by the Committee, if Participant's employment with the Company
is terminated for any reason other than death, Disability or Qualified
Retirement (see Section 8 below), all Restricted Stock held by Participant which
is unvested or subject to restriction at the time of such termination shall be
automatically forfeited.
8. Qualified Retirement. If Participant's employment with the Company
(or any of its Subsidiaries or Affiliates) terminates due to a Qualified
Retirement (as defined below), the following provisions shall apply (subject in
all cases to Section 8(c) hereof):
a. If and to the extent that any Award Installment (as defined below)
is vested as of the Qualified Retirement Date (as defined below),
all shares of Restricted Stock held by Participant in connection
with such Award Installment shall be free of applicable restrictions
and delivered to Participant (subject to the provisions of the Plan
and this Agreement).
b. If and to the extent that any Award Installment is not vested as of
such Qualified Retirement Date, such Award Installment (i) shall
remain in effect with respect to fifty percent (50%) of the Common
Shares covered thereby and, as to such shares, shall immediately
vest on Participant's Qualified Retirement Date, and shall
thereafter be free of applicable restrictions and delivered to the
Participant (subject to the provisions of the Plan and this
Agreement), and (ii) shall terminate, effective as of the Qualified
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Retirement Date, with respect to the remaining fifty percent (50%)
of the Common Shares covered by such Award Installment.
c. If the Committee determines that Participant is or has engaged in
any Disqualifying Activity (as defined below), then (i) to the
extent that the Restricted Stock awarded hereunder has vested as of
the Disqualification Date (as defined below), Participant shall have
the right to receive all shares of Restricted Stock which are vested
as of such date (subject to the provisions of the Plan and this
Agreement) and (ii) to the extent that the Restricted Stock awarded
hereunder has not vested as of the Disqualification Date, the Award
shall terminate, and all related shares of Restricted Stock shall be
forfeited, as of such date. Any determination by the Committee,
which may act upon the recommendation of the Chief Executive Officer
or other senior officer of the Company, that Participant is or has
engaged in any Disqualifying Activity, and as to the
Disqualification Date, shall be final and conclusive.
d. For purposes of Section 8, the following terms are defined as
follows:
i. Qualified Retirement - any termination of Participant's
employment with the Company or its Subsidiaries or Affiliates
for any reason (other than death, Disability or an involuntary
termination for Cause) if, at or immediately prior to the date
of such termination, Participant satisfies both of the
following conditions:
A. Participant is 55 years of age or older; and
B. the sum of Participant's age and completed years of
service as an employee of the Company or its
Subsidiaries or Affiliates (disregarding fractions in
both cases) shall total 70 or more.
ii. Qualified Retirement Date - the date as of which Participant's
employment with the Company or its Subsidiaries or Affiliates
shall terminate pursuant to a Qualified Retirement.
iii. Disqualifying Activity - means any of the following acts or
activities:
A. directly or indirectly serving as a principal,
shareholder, partner, director, officer, employee or
agent of, or as a consultant, advisor or in any other
capacity to, any business or entity which competes with
the Company or its Subsidiaries or Affiliates in any
business or activity then conducted by the Company or
any of its Subsidiaries or Affiliates to an extent
deemed material by the Committee; or
B. any disclosure by Participant, or any use by Participant
for his or her own benefit or for the benefit of any
other person or entity (other than the Company or its
Subsidiaries or Affiliates), of any confidential
information or trade secret of the Company or any of its
Subsidiaries or Affiliates without the consent of the
Company; or
C. any material violation of any of the provisions of the
Company's Code of Business Conduct and Ethics ("Code of
Conduct") or any agreement between Participant and the
Company; or
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D. making any other disclosure or taking any other action
which is determined by the Committee to be materially
detrimental to the business, prospects or reputation of
the Company or any of its Subsidiaries or Affiliates; or
E. Participant fails, in any material respect, to perform
his or her assigned responsibilities as an employee of
the Company or any of its Subsidiaries or Affiliates, as
determined by the Committee, in its sole judgment, after
consulting with the Chief Executive Officer.
The ownership of less than 2% of the outstanding voting
securities of a publicly traded corporation which competes
with the Company or any of its Subsidiaries or Affiliates
shall not constitute a Disqualifying Activity.
iv. Cause - means a felony conviction of Participant or the
failure of Participant to contest prosecution for a felony, or
Participant's willful misconduct or dishonesty, any of which,
in the judgment of the Committee, is harmful to the business
or reputation of the Company or any Subsidiary or Affiliate;
or any material violation of the Code of Conduct or any
agreement between Participant and the Company.
v. Disqualification Date - the earliest date as of which
Participant engaged in any Disqualifying Activity, as
determined by the Committee.
vi. Award Installment - means each installment of the Award with a
separate vesting date as set forth in Section 3 hereof.
9. Taxes. No later than the date as of which an amount first becomes
includable in the gross income of Participant for federal income tax purposes
with respect to shares of Restricted Stock awarded under this Agreement,
Participant shall pay to the Company, or make arrangements satisfactory to the
Committee regarding the payment of, all federal, state or local taxes or other
items of any kind required by law to be withheld with respect to such amount.
The obligations of the Company under the Plan shall be conditional on such
payment or arrangements and the Company and its Subsidiaries and Affiliates, to
the extent permitted by law, shall have the right to deduct any such taxes from
any payment of any kind otherwise due to Participant. At vesting, shares of
Restricted Stock awarded hereunder will be valued at Fair Market Value, as
defined in the Plan.
Participant must satisfy the minimum statutory tax withholding obligations
resulting from the vesting of shares of Restricted Stock ("Minimum Withholding
Obligations") either (a) by surrendering to Company shares of Restricted Stock
which are then vesting in an amount sufficient to satisfy the Minimum
Withholding Obligations, (b) by surrendering to the Company other unrestricted
Common Shares of the Company owned by Participant in an amount sufficient to
satisfy the Minimum Withholding Obligations, or (c) by paying the appropriate
amount in cash or, if acceptable to the Company, by check or other instrument.
Unless Participant advises the Company of his or her election to use an
alternative payment method, Participant shall be deemed to have elected to
surrender to the Company shares of Restricted Stock which are then vesting in an
amount sufficient to satisfy the Minimum Withholding Obligations. If Participant
requests that the Company withhold taxes in addition to the Minimum Withholding
Obligations, such additional withholding must be satisfied by Participant either
(x) by paying the appropriate amount in cash or, if acceptable to the Company,
by check or other instrument, or (y) provided that Participant has obtained the
approval of either the Company or the Committee (as required under rules adopted
by the Committee) prior to the date of vesting, by surrendering unrestricted
Common Shares which are not part of the Restricted Stock then vesting and which
have then been owned by the Participant in unrestricted form for more than six
(6) months.
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Under no circumstances will Participant be entitled to satisfy any such
additional withholding by surrendering shares of Restricted Stock which are then
vesting or other Common Shares which have then been owned by Participant in
unrestricted form for six months or less. In addition, under no circumstances
will Participant be entitled to satisfy any Minimum Withholding Obligations or
additional withholding hereunder by surrendering shares of Restricted Stock
which are not then vesting. All payments, surrenders of shares, elections or
requests for approval hereunder must be made by Participant in accordance with
such procedures as may be adopted by the Company in connection therewith, and
subject to such rules as have been or may hereafter be adopted by the Committee
with respect thereto.
10. Dividends. Participant acknowledges and agrees that the Company will
pay, or cause to be paid, any cash dividends payable in respect of Restricted
Stock through such method(s) of payment as the Company deems advisable, on or
promptly after the date established by the Board of Directors for the payment of
such cash dividend to holders of the Company's Common Shares (the "Dividend
Payment Date"), including, but not limited to: (i) payment by the Company's
transfer agent through the procedures established generally for shareholders of
record; or (ii) payment by the Company to Participants directly either through
the Company's payroll system in the first payroll check which is issued to the
Participant after the Dividend Payment Date or by appropriate check, draft or
automatic deposit.
11. Entire Agreement: This Agreement constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation or communication, whether oral or in writing, between the parties
hereto relating to subject matter hereof, provided that the Agreement shall be
at all times subject to the Plan as provided above.
12. Amendment. The Committee, in its sole discretion, may hereafter
amend the terms of this Award, but no such amendment shall be made which would
impair the rights of Participant, without Participant's consent.
13. Definitions: Unless otherwise defined in this Agreement, each
capitalized term in this Agreement shall have the meaning given to it in the
Plan.
Participant hereby: (i) acknowledges receiving a copy of the Plan
Description relating to the Plan, and represents that he or she is familiar with
all of the material provisions of the Plan, as set forth in such Plan
Description; (ii) accepts this Agreement and the Restricted Stock awarded
pursuant hereto subject to all provisions of the Plan and this Agreement; and
(iii) agrees to accept as binding, conclusive and final all decisions and
interpretations of the Committee relating to the Plan, this Agreement or the
Restricted Stock awarded hereunder.
Participant evidences his or her agreement with the terms and conditions
of this Agreement, and his or her intention to be bound hereby, by
electronically accepting the Award granted hereunder pursuant to the procedures
adopted by the Company. UPON SUCH ACCEPTANCE BY PARTICIPANT, THIS AGREEMENT WILL
BE IMMEDIATELY BINDING AND ENFORCEABLE AGAINST PARTICIPANT AND THE COMPANY.
THE PROGRESSIVE CORPORATION
By: /s/ Charles E. Jarrett
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Vice President & Secretary
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