Exhibit 10(e)
[Employee]
Notice of Restricted Stock Unit
Grant
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Participant:
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[Participant
Name]
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Company:
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The First
American Corporation
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Notice:
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You have been
granted the following Restricted Stock Units in accordance with the
terms of the Plan and the Restricted Stock Unit Award Agreement
attached hereto.
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Type of
Award:
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Restricted
Stock Units
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Plan:
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The First
American Corporation 2006 Incentive Compensation Plan
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Grant:
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Date of Grant:
[Grant Date]
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[Number of
Shares Underlying Bonus Restricted Stock Units: [Number of
shares Granted]]
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[Number of
Shares Underlying Other Restricted Stock Units: [Number of
shares Granted]]
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Period of
Restriction:
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Subject to the
terms of the Plan and this Agreement, the Period of Restriction
applicable to the Restricted Stock Units shall commence on the Date
of Grant and shall lapse on the date listed in the “Lapse
Date” column below as to that percentage of Shares underlying
the Restricted Stock Units set forth below opposite each such
date.
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Percentage of Shares as to
Which Period of Restriction Lapses
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Date of Grant + 1 year
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20%
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Date of Grant + 2 years
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20%
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Date of Grant + 3 years
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20%
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Date of Grant + 4 years
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20%
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Date of Grant + 5 years
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20%
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For the
avoidance of doubt, the relevant percentage of the Period of
Restriction shall lapse on a pro-rata basis with respect to each of
the total Shares underlying Bonus Restricted Stock Units and the
total Shares underlying Other Restricted Stock Units.
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Rejection:
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If you wish to
accept this Restricted Stock Unit Award, please access Fidelity
NetBenefits® at www.netbenefits.com and follow the steps
outlined under the “Accept Grant” link at any time
within forty-five (45) days after the Date of Grant. If you do not
accept your grant via Fidelity NetBenefits® within forty-five
(45) days after the Date of Grant, you will have rejected this
Restricted Stock Unit Award.
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[ Employee]
Restricted Stock Unit Award
Agreement
This Restricted Stock Unit Award
Agreement (this “Agreement”), dated as of the Date of
Grant set forth in the Notice of Restricted Stock Unit Grant
attached hereto (the “Grant Notice”), is made between
The First American Corporation (the “Company”) and the
Participant set forth in the Grant Notice. The Grant Notice is
included in and made part of this Agreement.
1. Definitions .
Capitalized terms used but not
defined in this Agreement (including the Grant Notice) have the
meaning set forth in the Plan.
For “Cause,” shall be
defined as: (i) embezzlement, theft or misappropriation by the
Participant of any property of any of the Company or its
affiliates; (ii) Participant’s breach of any fiduciary
duty to the Company or its affiliates;
(iii) Participant’s failure or refusal to comply with
laws or regulations applicable to the Company or its affiliates and
their businesses or the policies of the Company and its affiliates
governing the conduct of its employees or directors;
(iv) Participant’s gross incompetence in the performance
of Participant’s job duties; (v) commission by
Participant of a felony or of any crime involving moral turpitude,
fraud or misrepresentation; (vi) the failure of Participant to
perform duties consistent with a commercially reasonable standard
of care; (vii) Participant’s failure or refusal to
perform Participant’s job duties or to perform specific
directives of Participant’s supervisor or designee, or the
senior officers or Board of Directors of the Company; or
(viii) any gross negligence or willful misconduct of
Participant resulting in loss to the Company or its affiliates, or
damage to the reputation of the Company or its
affiliates.
2. Grant of the Restricted Stock
Units .
Subject to the provisions of this
Agreement and the provisions of the Plan, the Company hereby grants
to the Participant, pursuant to the Plan, a right to receive the
number of shares of common stock of the Company, par value $1.00
per share (“Shares”), set forth in the Grant Notice
(the “Restricted Stock Units”).
3. Dividend Equivalents
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Each Restricted Stock Unit shall
accrue Dividend Equivalents with respect to dividends that would
otherwise be paid on the Share underlying such Restricted Stock
Unit during the period from the Grant Date to the date such Share
is delivered in accordance with Section 6. Any such Dividend
Equivalent shall be deemed reinvested in additional Shares
underlying the Restricted Stock Units within each Period of
Restriction immediately upon the related dividend’s payment
date, based on the then-current Fair Market Value (rounded down to
the nearest whole number), and shall be subject to the Period of
Restriction applicable to the Restricted Stock Unit on which such
Dividend Equivalent is paid. Any such conversion of Dividend
Equivalents shall be conclusively determined by the Committee. The
Shares underlying Restricted Stock Units into which Dividend
Equivalents are so converted shall be delivered in accordance with
Section 6.
4. Period of Restriction;
Termination .
The Period of Restriction with
respect to the Restricted Stock Units shall be as set forth in the
Grant Notice. Subject to the terms of the Plan and the remaining
provisions of this Section 4, all Restricted Stock Units for
which the Period of Restriction had not lapsed prior to the date of
the Participant’s Termination shall be immediately forfeited.
Notwithstanding the foregoing to the contrary:
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(a)
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In the event of
the Participant’s Termination due to his or her death, the
Period of Restriction as to all Restricted Stock Units shall lapse
in its entirety.
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(b)
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In the event of
the Participant’s Termination due to his or her Disability,
the Period of Restriction as to all Restricted Stock Units shall
lapse in its entirety, provided that the Participant shall have
signed a separation agreement in the form established by the
Company.
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(c)
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In the event of
the Participant’s Termination due to his or her Normal
Retirement, the Period of Restriction as to all Restricted Stock
Units shall continue in effect until, and lapse on, the first
anniversary of the date of such Normal Retirement, provided that
the Participant shall have signed a separation agreement in the
form established by the Company.
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(d)
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In the event of
Participant’s Termination due to his or her Early Retirement,
the outstanding Period of Restriction applicable to all Bonus
Restricted Stock Units (but not any Other Restricted Stock Units)
shall continue in effect until, and lapse on, the first anniversary
of the date of such Early Retirement, provided that the Participant
shall have signed a separation agreement in the form established by
the Company.
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(e)
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In the event of
the Participant’s involuntary Termination by the Company or
an Affiliate without Cause, the outstanding Period of Restriction
applicable to all Bonus Restricted Stock Units (but not any Other
Restricted Stock Units) shall continue in effect until, and lapse
on, the first anniversary of the date of such Termination, provided
that the Participant shall have signed a separation agreement in
the form established by the Company.
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For purposes of this Agreement,
“Normal Retirement” means Termination of the
Participant, other than for Cause, after the Participant has
reached 62 years
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