Exhibit 10.32
THE HANOVER INSURANCE GROUP,
INC.
2006 LONG-TERM INCENTIVE
PLAN
CORPORATE GOAL PERFORMANCE-BASED
RESTRICTED STOCK UNIT AGREEMENT
This Corporate Goal
Performance-Based Restricted Stock Unit Agreement (the “
Agreement ”) is effective as of <GRANT DATE>
(the “ Grant Date ”) by and between The Hanover
Insurance Group, Inc., a Delaware corporation (the “
Company ”), and <PARTICIPANT NAME> (the “
Participant ” or “ you ”).
Capitalized terms used without definition herein shall have the
meanings set forth in The Hanover Insurance Group, Inc. 2006
Long-Term Incentive Plan (the “ Plan
”).
P R E A M B L E
WHEREAS, pursuant to the terms of
the Plan and this Agreement, the Administrator has agreed to grant
to the Participant a target number of corporate goal
performance-based restricted stock units (the “ PBRSUs
”); and
WHEREAS, the PBRSUs will be subject
to certain restrictions, the attainment of certain performance
criteria and other terms and conditions as set forth in this
Agreement.
NOW, THEREFORE, for and in
consideration of the foregoing and the mutual covenants and
promises hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
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1.
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Corporate
Goal PBRSUs . The
Administrator hereby grants to the Participant <NUMBER OF
PBRSUs> PBRSUs, each representing the right to receive one share
of Stock upon and subject to the restrictions, terms and conditions
set forth below. The Stock issued upon vesting of the PBRSUs, if
any, shall be referred to hereinafter as the “ Shares
”. The actual number of PBRSUs granted herein shall be
subject to adjustment as set forth on Schedule A
.
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2.
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Vesting . The PBRSUs shall vest as set forth
below.
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One half (50%) of the PBRSUs
will vest on the third anniversary of the Grant Date (the “
Three-Year Vesting Date” ) and the remaining one half
(50%) of the PBRSUs will vest on the fourth anniversary of the
Grant Date (the “ Four-Year Vesting Date ”,
together with the Three-Year Vesting Date, the “
Time-Based Vesting Date ”); provided:
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i)
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The Company
achieves the corporate goals set forth on Schedule A (the
“ Corporate Goals ”) by the date set forth on
Schedule A (the “ Goal Completion Date
”). The actual number of PBRSUs that shall be awarded shall
be determined in accordance with the terms set forth on Schedule
A ; and
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ii)
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The Participant
is continuously an Employee of the Company or one of its
subsidiaries or affiliates (the Company and its subsidiaries and
affiliates hereinafter referred to as “ THG ”)
throughout the period from the Grant Date to the applicable
Time-Based Vesting Date.
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The determination of
(i) whether and to the extent the Corporate Goals set forth on
Schedule A have been achieved, and (ii) any adjustment
to the actual number of PBRSUs, shall be in the sole and absolute
discretion of the Administrator. All decisions by the Administrator
shall be final and binding upon the Participant. As soon as
reasonably practicable following the vesting of the PBRSUs, but in
no event later than 60 days following vesting, the Company shall
issue the Shares to the Participant. Any fractional share shall be
rounded up such that only whole shares are issued. In the event the
applicable Time-Based Vesting Date falls on a non-business day
(weekend or holiday on which banks are not generally open in the
Commonwealth of Massachusetts), the Time-Based Vesting Date shall
be the next following business day.
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3.
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Termination
of Employment . Except as
provided in Sections 4, 5 and 6, upon the termination of
Participant’s Employment with THG for whatever reason,
whether with or without Cause, for good reason or otherwise, any
non-vested PBRSUs shall be automatically cancelled and forfeited
and be returned to the Company for no consideration.
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4.
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Disability . In the event Participant is placed in a long
term disability status (as such term is defined in the
Company’s Long-Term Disability Program, as in effect at such
time) (“ LTD Status ”), the Participant shall
vest in the PBRSUs as follows:
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i)
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No vesting
shall occur pursuant to Section 2 if the Company does not
achieve the Corporate Goals by the Goal Completion Date;
and
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ii)
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Provided and to
the extent the Company achieves the Corporate Goals by the Goal
Completion Date, and the Participant is placed in LTD Status prior
to the Four-Year Vesting Date, then the Participant shall vest in a
pro-rata portion of the PBRSUs that would otherwise vest and the
remaining unvested PBRSUs shall be automatically forfeited and
returned to the Company for no consideration. For purposes of this
subsection, the pro-rata portion of the PBRSUs that otherwise would
vest shall be determined by dividing the number of days that the
Participant was an active Employee (plus any days counted pursuant
to the next paragraph) since the Grant Date by 1,461 and applying
this percentage to such PBRSUs. In the event the Participant had
already vested in 50% of such PBRSUs on the Three-Year Vesting
Date, the number of PBRSUs that Participant shall receive shall be
determined by calculating the pro-rata number of PBRSUs that
Participant is otherwise entitled to, determined as set forth
above, and deducting from this amount the number of PBRSUs that had
already vested on the Three-Year Vesting Date. Any fractional units
shall be rounded up such that only whole shares are
issued.
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Provided Participant remains in LTD
Status through such date, and solely for the limited purpose of
calculating Participant’s pro-rated vesting of the PBRSUs
pursuant to the preceding paragraph, the Participant shall continue
to vest pursuant to Section 2(ii) until the first anniversary
of the date Participant was placed in LTD Status (the “
LTD Vesting Extension Period ”). Notwithstanding the
foregoing, if, prior to the expiration of the LTD Vesting Extension
Period, Participant is removed from LTD Status and immediately
thereafter returns to active Employment with THG, Participant shall
be treated (for the purposes of Section 2(ii) of this
Agreement) as if he/she were never placed in LTD Status, shall be
given credit toward vesting pursuant to Section 2(ii) for the
period Participant was in LTD Status, and this Agreement shall
remain in full force and effect in accordance with its
terms.
In the event the Participant is
entitled to a pro-rata vesting of PBRSUs pursuant to this
Section 4, the vesting date (for purposes of issuing the
Shares), shall be the later to occur of (i) the expiration of
the LTD Vesting Extension Period, or (ii) the Goal Completion
Date; provided, however that such date shall not be later than the
Four-Year Vesting Date.
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5.
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Death . In the event Participant dies, the Participant
shall vest in the PBRSUs as follows:
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i)
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No vesting
shall occur pursuant to Section 2 if the Company does not
achieve the Corporate Goals by the Goal Completion Date;
and
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ii)
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Provided and to the extent the
Company achieves the Corporate Goals, and the Participant dies
prior to the Four-Year Vesting Date, then the Participant shall
vest in a pro-rata portion of the PBRSUs that would otherwise vest
and the remaining unvested PBRSUs shall be automatically forfeited
and returned to the Company for no consideration. For purposes of
this subsection, the pro-rata portion of the PBRSUs that vest shall
be determined by dividing
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the number of days that the
Participant was an Employee since the Grant Date by 1,461 and
applying this percentage to such PBRSUs. In the event the
Participant had already vested in 50% of such PBRSUs on the
Three-Year Vesting Date, the number of PBRSUs that Participant
shall receive shall be determined by calculating the pro-rata
number of PBRSUs that Participant is otherwise entitled to,
determined as set forth above, and deducting from this amount the
number of PBRSUs that had already vested on the Three-Year Vesting
Date. Any fractional units shall be rounded up such that only whole
shares are issued.
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In the event the Participant is
entitled to a pro-rata vesting of PBRSUs pursuant to this
Section 5, the vesting date (for purposes of issuing the
Shares), shall be the later to occur of
(i) Participant’s death, or (ii) the Goal
Completion Date.
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6.
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Covered
Transaction/Change in Control . In the event of a Covered Transaction (other
than a Change in Control, whether or not it is a Covered
Transaction), the PBRSUs shall be fully governed by the applicable
provisions of Section 7(a) of the Plan. Notwithstanding the
terms of the Plan, in the event of a Change in Control (whether or
not it is a Covered Transaction), the following rules shall
apply:
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(a) Except as provided
