Exhibit 10.58
TRIAD GUARANTY
INC.
EXECUTIVE/KEY EMPLOYEE PHANTOM
STOCK AWARD AGREEMENT
This Phantom Stock Agreement (the
“Agreement”), dated effective as of ___________ (the
“Grant Date”), is entered into between Triad Guaranty
Inc., a Delaware corporation (the “Company”), and
________________ (the “Participant”).
WHEREAS, the Company, pursuant to
its 2006 Long-Term Stock Incentive Plan, as it may be amended
and/or restated (the “Plan”), desires to grant Phantom
Stock rights (as defined in the Plan) to the Participant, and the
Participant desires to accept such Phantom Stock rights, on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of
the mutual promises hereinafter set forth, the parties hereto agree
as follows:
1.
Grant of Phantom Stock
Rights. The Company
hereby grants to the Participant, on the terms and conditions set
forth herein, Phantom Stock rights (“Phantom Stock
Right” or “Phantom Stock Rights”) with respect to
_____ shares of the common stock of the Company (the “Common
Stock”).
2.
Vesting. Subject to
the terms of the Plan and this Agreement, the Phantom Stock Rights
granted hereunder will vest according to the following schedule;
provided, however that the Participant is employed by the Company
or a subsidiary on each applicable vesting date (each, a
“Vesting Date”) and has been employed by the Company or
a subsidiary from the Grant Date through each applicable Vesting
Date:
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______________
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______________%
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______________
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______________%
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______________
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______________%
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Notwithstanding the vesting schedule
set forth above, in the event that the Participant’s
employment is (a) involuntarily terminated by the Company for any
reason other than “misconduct” (as defined herein) or
(b) terminated due to the Participant's death or disability, then
the Phantom Stock Rights shall become fully vested and payable as
of the date of the Participant's termination of employment. For the
purposes herein, “misconduct” means (i) one or more
demonstrable and material acts of dishonesty, disloyalty,
insubordination or willful misconduct; (ii) the continued failure,
in the judgment of the Chief Executive Officer of the Company or
the Board, by the Participant to substantially perform his duties
(other than any such failure resulting from his death or
disability); or (iii) the termination of the Participant’s
employment with the Company for “cause” within the
meaning of any written employment agreement between the Participant
and the Company. For the purposes herein, "disability" means the
inability of the Participant to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death, or which has
lasted or can be expected to last for a continuous period of not
less than 12
months. The Compensation Committee
(the “Committee”) of the Board of Directors (the
“Board”) has authority to determine the basis for a
Participant’s termination of employment, including but not
limited to whether a termination is involuntary (which shall be
interpreted in accordance with Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), if and to the
extent required) and whether a termination is due to misconduct or
disability. In the event that the Participant’s employment
terminates for any reason other than (X) involuntary termination by the Company for
reasons not involving misconduct, (Y) death or (Z) disability, any
Phantom Stock Rights granted hereunder that are not vested at the
time of termination of employment shall be forfeited. By way of
example and without limiting the effect of the preceding sentence,
if the Participant voluntarily terminates employment for reasons
other than death or disability or the Company terminates the
Participant's employment due to misconduct, any Phantom Stock
Rights granted hereunder that are not vested at the time of
termination of employment shall be forfeited.
(a) Upon
vesting under Section 2 hereof of any Phantom Stock Rights, the
Participant shall be entitled to payment with respect to the vested
portion of the Phantom Stock Rights. Any payment by the Company
hereunder for Phantom Stock Rights shall be in cash, shares of the
Company’s common stock (the “Common Stock”), or
partly in cash and partly in shares, as determined by the Committee
in its discretion. If all or a portion of the vested Phantom Stock
Rights are settled in cash, the amount payable for each share
subject to the Ph
