Exhibit 10.8
PERSONAL AND
CONFIDENTIAL
FORM OF 2009 EXECUTIVE LONG TERM
INCENTIVE CASH PLAN AWARD
RADIAN
GROUP INC.
2008 EXECUTIVE LONG TERM INCENTIVE CASH
PLAN
AWARD LETTER
[DATE]
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Award Recipient:
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[AWARD
RECIPIENT]
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Target Award:
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$[AMOUNT]
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Award
Terms:
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May 30, 2009 to May 30, 2012
for 50% of the Target
Award
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May 30, 2009 to May 30, 2013
for 50% of the Target
Award
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Dear [AWARD RECIPIENT]:
In recognition of your long-term
commitment to Radian Group Inc. (the “ Company
”) and of your expected future contributions to our business
objectives, you have been granted an opportunity to earn a long
term cash incentive award for the Award Terms set forth above,
under the 2008 Executive Long Term Incentive Cash Plan, as amended
(the “ Plan ”).
1. Grant of Award. The
Company hereby grants to you, as the “ Award Recipient
” a cash bonus opportunity (the “ Performance
Award ”) based upon the Target Award listed above, on the
terms and conditions hereinafter set forth. This grant is made
pursuant to the terms of the Plan, which Plan, as amended from time
to time, is incorporated herein by reference and made a part of
this Award Letter. Capitalized terms not otherwise defined herein
shall have the same meanings as in the Plan. 50% of your Target
Award may be earned with respect to a three-year Award Term, which
began May 30, 2009 and ends May 30, 2012. The remaining
50% of your Target Award may be earned with respect to a four-year
Award Term, which began May 30, 2009 and ends May 30,
2013.
2. Performance Goals. Subject
to Section 6 of this Award Letter, you are eligible to
earn a discretionary cash Performance Award contingent on
(i) achievement of the Performance Goals set forth on
Exhibit A hereto over the applicable Award Term, and
(ii) the Administrator’s assessment of your performance
and the performance of the Company over the applicable Award Term,
in each case as determined by the Administrator in its sole
discretion. For purposes of determining the Performance Award to be
paid upon the achievement of such Performance Goals, the
Administrator may weight the individual metrics set forth on
Exhibit A as it deems appropriate in its sole discretion. In
the event of a Change of Control, the Performance Goals may be
adjusted by the Administrator as it deems appropriate in its sole
discretion, to the extent provided by the Plan.
3. Definitions. For purposes
of this Award Letter:
“ Administrator ”
shall mean the Company’s Compensation and Human Resources
Committee.
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“ Award Term ”
shall mean each period of time (set forth above) over which
performance shall be measured for purposes of determining the
amount to be paid to you under your Performance Award. Each period
(the three-year period and the four-year period) shall be
considered to be a separate Award Term.
“Change of
Control” shall have
the definition given that term in the Plan. For the avoidance of
doubt, in no event shall a Change of Control occur as a result of
the Company’s participation in the Troubled Asset Relief
Program under the Emergency Economic Stabilization Act of 2008 and
the American Recovery and Reinvestment Act of 2009, or any similar
program of the United States, any of its states, or any of their
respective political subdivisions, departments, agencies or
instrumentalities (collectively, “ TARP
”).
“Cause”
shall mean your (1) indictment
for, conviction of, or pleading nolo contendere to, a felony
or a crime involving fraud, misrepresentation or moral turpitude
(excluding traffic offenses other than traffic offenses involving
use of alcohol or illegal substances); (2) fraud, dishonesty,
theft or misappropriation of funds in connection with your duties
with the
