EXHIBIT 10.37
THE PMI GROUP,
INC.
Performance Share
Agreement
Grant #
The PMI Group, Inc. (the
“Company”) hereby grants you,
(the “Employee”), an award of Performance Shares under
the Company’s Amended and Restated Equity Incentive Plan (the
“Plan”). The date of this Agreement is
. Subject to the provisions of Appendix A (attached) and of the
Plan, the principal features of this award are as
follows:
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Number of Performance Shares
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Vesting of Performance Shares
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Your signature below indicates your agreement
and understanding that this award is subject to all of the terms
and conditions contained in Appendix A and the Plan. For example,
important additional information on vesting and forfeiture of the
Performance Shares is contained in Paragraphs 3 through 5 of
Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH
CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS
AGREEMENT.
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THE PMI GROUP, INC.
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EMPLOYEE
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[NAME]
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[TITLE]
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Date:
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Date:
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APPENDIX A
TERMS AND CONDITIONS OF
PERFORMANCE SHARES
Grant #
1. Grant . The Company hereby
grants to the Employee under the Plan for past services and as a
separate incentive in connection with his or her employment and not
in lieu of any salary or other compensation for his or her
services, an award of
Performance Shares, subject to all of the terms and conditions in
this Agreement and the Plan.
2. Company’s Obligation to
Pay . Each Performance Share has a value equal to the Fair
Market Value of a Share on the date of this Agreement. Unless and
until the Performance Shares will have vested in the manner set
forth in paragraphs 3 and 4, the Employee will have no right to
payment of any such Performance Shares. Prior to actual payment of
any vested Performance Shares, such Performance Shares will
represent an unsecured obligation of the Company, payable (if at
all) only from the general assets of the Company.
3. Vesting Schedule . Subject
to paragraph 4, the Performance Shares awarded by this Agreement
will vest in the Employee on
, subject to the Employee’s continued employment with the
Company or its Subsidiaries through the applicable vesting
date.
4. Vesting and/or Forfeiture upon
Termination of Employment; Non-Acceleration upon Retirement .
Notwithstanding any contrary provision of this Agreement, if the
Employee incurs a Termination of Service for a reason other than
death or Disability, the Performance Shares awarded by this
Agreement will thereupon be forfeited at no cost to the Company.
Upon Employee’s Termination of Service due to the
Employee’s death or Disability, the Performance Shares will
immediately vest. The Performance Shares will not vest upon the
Employee’s Termination of Service due to his
Retirement.
5. Payment after Vesting .
Any Performance Shares that vest in accordance with paragraphs 3
and 4 will be paid to the Employee (or in the event of the
Employee’s death, to his or her estate) in Shares which have
a Fair Market Value equal to the cash value of the vested
Performance Shares, provided that to the extent determined
appropriate by the Company, any federal, state and local
withholding taxes with respect to such Performance Shares will be
paid by reducing the number of vested Performance Shares actually
paid to the Employee.
6. Payments after Death . Any
distribution or delivery to be made to the Employee under this
Agreement will, if the Employee is then deceased, be made to the
Employee’s designated beneficiary, or if no beneficiary
survives the Employee, administrator or executor of the
Employee’s estate. Any such transferee must furnish the
Company with (a) written notice of his or
