Exhibit 10.4
RADIAN GROUP INC.
2008 EQUITY COMPENSATION
PLAN
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK UNIT GRANT LETTER
THIS RESTRICTED STOCK UNIT GRANT
LETTER (the “
Grant Letter ”), dated as of May 13, 2009
(the “ Grant Date ”), is delivered by
Radian Group Inc., a Delaware corporation (the “
Company ”), to [NAME], a director of the
Company (the “ Grantee ”).
RECITALS
WHEREAS , the Radian Group Inc. 2008 Equity Compensation
Plan, as amended (the “ Plan ”) permits
the grant of Restricted Stock Units to non-employee directors of
the Company, in accordance with the terms and provisions of the
Plan;
WHEREAS , the Company desires to grant Restricted Stock
Units to the Grantee, and the Grantee desires to accept such
Restricted Stock Units, on the terms and conditions set forth
herein and in the Plan; and
WHEREAS , the applicable provisions of the Plan are
incorporated into this Grant Letter by reference, including the
definitions of terms contained in the Plan (incorporated unless
such terms are otherwise defined herein).
NOW, THEREFORE
, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. Grant of Restricted Stock
Units . Subject to
the terms and vesting conditions hereinafter set forth, the Company
hereby grants to the Grantee
restricted stock units (“ Restricted Stock
Units ”).
2. Vesting
.
(a) General Vesting Terms. Provided
the Grantee remains in a service relationship with the Company
through the vesting date specified in this Section 2(a), and
meets any applicable vesting requirements set forth in this Grant
Letter, the Restricted Stock Units shall vest on the third
anniversary of the Grant Date (May 13, 2012) (the “
Vesting Date ”), except as otherwise set forth in this
Grant Letter.
(b) Retirement, Death, or
Disability. If the Grantee has a separation from service as a
member of the Board of Directors of the Company because of
(i) the Grantee’s Retirement, or (ii) the
Grantee’s death or Disability, the Grantee’s Restricted
Stock Units will automatically vest in full on the date of the
occurrence of the event. For purposes of this Grant Letter, the
term “ Disability ” shall mean that the Grantee
is unable to perform the functions of his or her position as a
director of the Company by reason of any medically determinable
physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not
less than six months, as determined by the Committee in its sole
discretion.
(c) Change of Control. If a Change
of Control occurs and, at any time during the period beginning on
the date on which the Change of Control occurs and ending on the
date that is 90 days following the first meeting of the
stockholders of the Company or the surviving entity that occurs
following the Change of Control, the Grantee has a separation from
service as a member of the board of directors of the Company or any
successor entity as a result of such Grantee’s failure to be
(i) appointed to the board of directors of the surviving
entity upon the Change of Control, (ii) nominated for
reelection to the board of directors of the Company or surviving
entity, or (iii) reelected after nomination to the board of
directors of the Company or the surviving entity, the Restricted
Stock Units will automatically vest in full on the date of the
Grantee’s separation from service. 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”).
1
Except as specifically provided for in this
Grant Letter, no Restricted Stock Units will vest in the event of
Grantee’s separation from service as a member of the Board of
Directors of the Company for any reason prior to the Vesting Date,
and upon a separation from service prior to the Vesting Date, the
Grantee will forfeit to the Company all Restricted Stock Units that
have not yet vested or with respect to which all applicable
restrictions or conditions have not lapsed. For purposes of this
Grant Letter, the period over which the Restricted Stock Units vest
is referred to as the “ Vesting Period
”.
3. Restricted Stock Units
Account . The Company
shall establish a bookkeeping account on its records for the
Grantee and shall credit the Grantee’s Restricted Stock Units
to the bookkeeping account.
4. Dividend Equivalents
. The Grantee will not be
entitled to receive any dividend equivalents with respect to the
Restricted Stock Units held in the Grantee’s
account.
5. Conversion of Restricted
Stock Units . The
Grantee shall be entitled to receive a distribution with respect to
his vested Restricted Stock Units when the Grantee has a separation
from service as a member of the Board of Directors of the Company.
The date on which such separation from service shall occur shall be
the “ RSU Conversion Date ”. For purposes
of this Grant Letter, “ separation from service
” shall have the meaning set forth in the final regulations
under section 409A of the Code.
Each Restricted Stock Unit credited
to the Grantee’s account shall be settled, in cash, for an
amount that is eq
