EXHIBIT 10.4
FORM OF
AMERICAN MEDICAL SECURITY GROUP, INC.
EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
You have been selected to be a Participant in the American
Medical
Security Group, Inc. Equity Incentive Plan,
as amended and restated November 29,
2001, (the "Plan"), as specified below:
PARTICIPANT:
DATE OF GRANT:
NUMBER OF SHARES OF RESTRICTED STOCK
GRANTED:
VESTING DATE:
THIS AGREEMENT, effective as of the Date of Grant set forth above,
is
between American Medical Security Group,
Inc., a Wisconsin corporation (the
"Company") and the Participant named above
pursuant to the provisions of the
Plan. Unless otherwise indicated,
capitalized terms used herein shall have the
meanings assigned to such terms under the
Plan. In consideration of the
foregoing, the parties hereto agree as
follows:
1.
GRANT OF RESTRICTED
STOCK. As of the Date of Grant specified above,
the Company grants to the Participant the
number of Shares of Restricted Stock
specified above (the "Restricted Stock"),
subject to the terms and conditions of
the Plan and this Agreement.
2. VESTING OF
RESTRICTED STOCK. The Shares of Restricted Stock granted
to the Participant under this Agreement
shall be subject to certain restrictions
and risks of forfeiture as set forth in
Section 3 below until vested in
accordance with the terms of this
Agreement. Unless the Shares are forfeited
pursuant to Section 8 below or vesting is
accelerated pursuant to Sections 5, 6
or 7 below, the Shares of Restricted Stock
shall become vested and the
restrictions shall lapse if the
Participant's tenure as a Director continues
uninterrupted through the third anniversary
of the Date of Grant (which is the
"Vesting Date" set forth above).
3. RIGHTS DURING
PERIOD OF RESTRICTION. Prior to the time that the
Shares of Restricted Stock become vested in
accordance with this Agreement (the
"Period of Restriction"), the Shares of
Restricted Stock may not be sold,
transferred, pledged, encumbered or
otherwise alienated or disposed of prior to
vesting, except by will or the laws of
descent and distribution. Unless
otherwise determined by the Board of
Directors of the Company, the Restricted
Stock will not count toward the Director's
stock ownership target until Shares
become vested and the transferability
restrictions have lapsed. However, during
the Period of Restriction, the Director
shall have the right to vote the Shares
of Restricted Stock and to receive any
dividends and other distributions with
respect to the Restricted Stock unless and
until the Restricted Stock is
forfeited pursuant to this Agreement. (Any
dividend or other distribution which
is paid in Shares shall be subject to the
same restrictions on transferability
and the same vesting requirements as the
Shares of Restricted Stock granted
under this Agreement.)
4.
CUSTODY. The
Restricted Stock issued to the Director hereunder
shall be held, along with any stock
dividends and other non-cash distributions
relating thereto, in custody by
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the Company or an agent for the Company
until the restrictions lapse. If any
certificates are issued for Shares of
Restricted Stock, such certificates
representing shares of Restricted Stock and
any such stock dividends or
distributions shall bear an appropriate
legend as determined by the Company
referring to the applicable terms,
conditions and restrictions, consistent with
the Plan, and the Director shall deliver a
signed, blank stock power to the
Company relating thereto.
5. TERMINATION OF
DIRECTORSHIP BY DEATH. In the event the
Participant's tenure as a Director is
terminated by reason of death prior to the
Vesting Date set forth above, all
restrictions on the Restricted Stock granted
pursuant to this Agreement shall
immediately lapse and the Participant shall
vest one hundred percent (100%) in such
Restricted Stock.
6. TERMINATION OF
DIRECTORSHIP BY DISABILITY. In the event the
Participant's tenure as a Director is
terminated by reason of Disability prior
to the Vesting Date set forth above, all
restrictions on the Restricted Stock
granted pursuant to this Agreement shall
immediately lapse and the Participant
shall vest one hundred percent (100%) in
such Restricted Stock as of the date
the Compensation Committee (the
"Committee") determines the definition of
Di
