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EXHIBIT
10.1
RESTRICTED STOCK AGREEMENT
WITH EMPLOYEE
THIS AGREEMENT, dated as of
the [ ] day of
[ ],
2007, between Unum Group, a Delaware corporation (the
“Company”), and [
] (the “Employee”).
W I T N E S S E T H
In consideration of the
mutual promises and covenants made herein and the mutual benefits
to be derived herefrom, the parties hereto agree as
follows:
1. Grant, Vesting and
Forfeiture of Restricted Stock .
(a) Grant . Subject to
the provisions of this Agreement and to the provisions of the Unum
Group Stock Incentive Plan of 2007 (the “Plan”), the
Company hereby grants to the Employee as of [
] (the “Grant Date”), [
] Shares (the “Restricted Stock”) of common stock
of the Company, par value $0.10 per Share (“Common
Stock”). All capitalized terms used herein, to the extent not
defined, shall have the meaning set forth in the Plan.
(b) Vesting during the
Restriction Period . Subject to the terms and conditions of
this Agreement, the Restricted Stock shall vest and no longer be
subject to any restriction on the anniversaries of the Grant Date
set forth below (such period during which restrictions apply is the
“Restriction Period”):
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Vesting Dates
(Anniversaries of Grant Date)
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Percentage of Total Grant Vesting |
(c) Termination of
Employment . Upon the Employee’s Termination of
Employment for any reason (other than due to the Employee’s
death, Disability, Retirement or Termination of Employment by the
Company without Cause) during the Restriction Period, all Shares of
Restricted Stock still subject to restriction shall be forfeited.
Upon the Employee’s Termination of Employment during the
Restriction Period due to the Employee’s death, Disability or
Retirement, the restrictions applicable to the Restricted Stock
shall lapse, and such Restricted Stock shall become free of all
restrictions and become fully vested. Upon the Employee’s
Termination of Employment during the Restriction Period by the
Company without Cause, the Employee shall vest in an additional
number of shares of Restricted Stock equal to the product of (x)
the number of shares of Restricted Stock that are subject to each
vesting tranche during the Restriction Period that have not yet
vested as of the date of the Termination of Employment and (y) a
fraction, the numerator of which is the number of full and partial
months in the Restriction Period from the Grant Date until the date
of Termination of Employment and the denominator of which is the
total number of months in the Restriction Period for such tranche.
For purposes of this Agreement, “Retirement” shall mean
the Employee’s Termination of Employment after the attainment
of age 65 or the attainment of age 55 and at least 15 years of
continuous service, in each case, only if such Termination of
Employment is approved as a “Retirement” by
(i) the Committee in the case of an Employee who is subject to
Section 16 of the Exchange Act or a “covered
employee” within the meaning of Section 162(m) of the
Code or (ii) the Chief Executive Officer or Senior Vice
President, Human Resources, in the case of all
other individuals. For purposes of this
Agreement, employment with the Company shall include employment
with the Company’s Affiliates and its successors. Nothing in
this Agreement or the Plan shall confer upon the Employee any right
to continue in the employ of the Company or any of its Affiliates
or interfere in any way with the right of the Company or any such
Affiliates to terminate the Employee’s employment at any
time.
2. Nontransferability of the
Restricted Stock .
During the Restriction
Period, the Shares covered by the Restricted Stock shall not be
transferable by the Employee by means of sale, assignment,
exchange, encumbrance, pledge, hedge or otherwise. Any purported or
attempted transfer of such Shares or such rights shall be null and
void.
3. Rights as a Stockholder
.
Except as otherwise
specifically provided in this Agreement, during the Restriction
Period the Employee shall have all the rights of a stockholder with
respect to the Restricted Stock, including without limitation the
right to vote the Restricted Stock and the right to receive any
dividends with respect thereto. If the Company declares and pays
dividends on the Common Stock during the Restriction Period, the
Employee shall be paid dividends with respect to the Restricted
Stock at such time as dividends are paid to stockholders of Common
Stock generally.
4.
Certificates.
Certificates representing the
Restricted Stock as originally or from time to time constituted
shall bear the following legend:
The Shares represented by
this stock certificate have been granted as restricted stock under
a Restricted Stock Agreement between the registered holder of these
Shares and the Company. The Shares represented by this stock
certificate may not be sold, exchanged, assigned, transferred,
pledged, hypothecated or otherwise encumbered or disposed of until
the restrictions set forth in the Restricted Stock Agreement
between the registered holder of these Shares and the Company shall
have lapsed.
As soon as administratively practicable
after the end of the Restriction Period, the Company shall deliver
to the Employee or his or her personal representative, in
book-position or certificate form, the formerly Restricted Stock
that does not bear any restrictive legend making reference to this
Agreement. Such Shares shall be free of restrictions, except for
any restrictions required under Federal securities laws.
5. Adjustment; Change in
Control .
In the event of certain
transactions during the Restricted Period, the Restricted Stock
shall be subject to adjustment as provided in Section 3(d) of
the Plan or any applicable successor provision under the Plan. In
the event of a Change in Control before the Restricted Stock vests,
the restrictions applicable to the Restricted Stock shall lapse,
and such Restricted
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Stock shall become free of all
restrictions and become fully vested and transferable in full,
consistent with Section 10(a)(ii) of the Plan.
6. Payment of Transfer Taxes,
Fees and Othe
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