Exhibit 10.2
PERSONAL AND
CONFIDENTIAL
RADIAN GROUP INC.
2008 EQUITY COMPENSATION PLAN
RESTRICTED STOCK AWARD
AGREEMENT
THIS RESTRICTED STOCK AWARD
AGREEMENT , dated as of
[DATE] (the “ Grant Date ”), is delivered
by RADIAN GROUP INC ., a Delaware corporation (the “
Company ”), to [NAME], an employee of the
Company or one of its Subsidiaries (the “
Grantee ”).
RECITALS
WHEREAS , the Radian Group Inc. 2008 Equity Compensation
Plan, as amended (the “ Plan ”), permits
the grant of shares of restricted stock to employees, directors,
officers, consultants and advisors of the Company;
WHEREAS , the Company desires to grant shares of
restricted stock to the Grantee, and the Grantee desires to accept
such shares of restricted stock, on the terms and conditions set
forth herein and in the Plan; and
WHEREAS , the applicable provisions of the Plan are
incorporated in this Restricted Stock Award Agreement by reference,
including the definitions of terms contained in the Plan (unless
such terms are otherwise defined herein).
NOW, THEREFORE
, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. Award of Restricted
Stock .
The Company hereby awards to the
Grantee all rights, title and interest in the record and beneficial
ownership of [NUMBER OF SHARES] shares of Common Stock (the “
Restricted Stock ”), of the Company subject to
the vesting and other conditions of this Restricted Stock Award
Agreement.
2. Delivery of Common Stock;
Custody of Restricted Stock .
On the vesting date (or within 10
business days thereafter), the Company shall deliver to the
Grantee, at the executive offices of the Company, a stock
certificate for the number of shares of Restricted Stock that vest
pursuant to the vesting schedule below or in accordance with
Section 4 and 5 below (or make an appropriate
book entry for such shares of Restricted Stock), subject to the
payment of any federal, state, local or foreign withholding taxes.
The obligation of the Company to deliver the shares upon vesting
shall be subject to all applicable laws, rules, regulations and
such approvals by governmental agencies as may be deemed
appropriate by the Committee, including as set forth in
Section 15 below. All obligations of the Company
hereunder shall be subject to the rights of the Company as set
forth in the Plan to withhold amounts required to be withheld for
any taxes. Prior to the satisfaction of the vesting conditions, the
Restricted Stock is not transferable and shall be held in trust or
in escrow by the Company, until such time as the applicable
restrictions on the transfer thereof have expired or otherwise
lapsed.
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3. Vesting .
Provided the Grantee remains
employed by the Company or a Subsidiary through the vesting date
and meets any applicable vesting requirements set forth in this
Restricted Stock Award Agreement, except as set forth in
Section 4 and 5 below, the shares of Restricted
Stock awarded under this Restricted Stock Award Agreement shall
vest as follows (the period over which the Restricted Stock vests
is referred to as the “ Restriction Period
”):
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Shares
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May 13, 2012
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50% of the Restricted Stock
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May 13, 2013
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Remaining 50% of the Restricted
Stock
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Except as specifically provided in
this Restricted Stock Award Agreement, no additional shares of
Restricted Stock will vest after the Grantee’s employment
with the Company or a Subsidiary has terminated for any reason and,
in the event of such termination, the Grantee will forfeit to the
Company all shares of Restricted Stock that have not yet vested or
with respect to which all applicable restrictions and conditions
have not lapsed.
4. Retirement, Disability and
Death .
If the Grantee terminates employment
because of the Grantee’s Retirement, Disability or death, the
Grantee’s Restricted Stock will automatically vest in full on
the date of the occurrence of the event.
5. Change of Control
.
If a Change of Control occurs and
the Grantee’s employment with the Company or a Subsidiary is
terminated by the Company or a Subsidiary without Cause (as defined
in the Plan) or the Grantee terminates employment for Good Reason,
and the Grantee’s date of termination occurs (or in the event
of the Grantee’s termination for Good Reason, the event
giving rise to Good Reason occurs), in each case, during the period
beginning on the date that is 90 days before the Change of Control
and ending on the date that is one year following the Change of
Control, the Restricted Stock will automatically vest in full on
the Grantee’s date of termination (or, if later, on the date
of the Change of Control).
For purposes of this Restricted
Stock Award Agreement “ Good Reason ”
shall mean:
(a) a material diminution of the
Grantee’s authority, duties, or responsibilities;
or
(b) a material reduction in the
Grantee’s base salary, which, for purposes of this Restricted
Stock Award Agreement, means a reduction in base salary of 10% or
more that does not apply generally to all similarly situated
employees of the Company.
In order to terminate employment for
Good Reason, the Grantee must provide a written notice of
termination with respect to termination for Good Reason to the
Company within 90 days after the event constituting Good Reason has
occurred. The Company shall have a period of 30 days in which it
may correct the act, or the failure to act, that gave rise to the
Good Reason event as set forth in the notice of termination. If the
Company does not correct the act, or the failure to act, the
Grantee must terminate employment for Good Reason within 30 days
after the end of the cure period, in order for the
terminatio
