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EXHIBIT
10.4
PERFORMANCE-BASED RESTRICTED
STOCK UNIT AGREEMENT
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 Units .
(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”), [
] Restricted Stock Units (the “Restricted Stock
Units”), each with respect to one share 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 and the Employee’s continued employment
through the date on which the Committee certifies that the
Threshold Performance Goal (as defined below) and the Performance
Goal (as defined below) is achieved in any year during the
Performance Period (as defined below), the Employee shall vest in a
number of shares as determined in accordance with Exhibit A
based on Stock Price as defined below minus such number of shares
as have already vested under this Agreement with respect to a prior
calendar year (such period during which restrictions apply is the
“Restriction Period”).
“Performance
Goal” shall have the meaning set forth on Exhibit
A.
“Performance
Period” shall have the meaning set forth on Exhibit
A.
“Pro Ration
Period” shall have the meaning set forth on Exhibit
A.
“Stock Price”
shall have the meaning set forth on Exhibit A.
“Threshold Performance
Goal” shall have the meaning set forth on Exhibit
A.
(c) Forfeiture upon
Termination of Employment; Accelerated Vesting upon Termination Due
to Death or Disability . Upon the Employee’s Termination
of Employment for any reason (other than due to the
Employee’s death, Disability, Retirement or termination by
the Company without Cause) during the Restriction Period, all
Restricted Stock Units 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 or by the Company without Cause, the
Threshold Performance Goal and Performance Goal shall be deemed to
be achieved for the Employee’s Restricted Stock Units and the
Employee shall vest in a number of Restricted Stock Units equal to
the excess, if any, of (i) the product of (A) the number
of Restricted Stock Units in which the Employee would vest
determined based on the Stock Price as of the date of such
Termination of
Employment and (B) a fraction, the
numerator of which is the number of full and partial months in the
Pro Ration Period from the commencement of the Pro Ration Period
until the date of Termination of Employment and the denominator of
which is the total number of months in the Pro Ration Period over
(ii) such number of shares as have already vested under this
Agreement with respect to a prior calendar year. 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
(1) 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 (2) 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. Settlement of Units
.
Subject to Section 8
(pertaining to the withholding of taxes), as soon as practicable
after the Restriction Period expires, the Company shall deliver to
the Employee or his or her personal representative, in
book-position or certificate form, one Share that does not bear any
restrictive legend making reference to this Agreement for each
Share subject to the Restricted Stock Unit. Notwithstanding the
foregoing, the Company shall be entitled to hold the Shares
issuable upon settlement of Restricted Stock Units that have vested
until the Company shall have received from the Employee a duly
executed Form W-9 or W-8, as applicable.
3. Nontransferability of the
Restricted Stock Units .
During the Restriction Period
and until such time as the Restricted Stock Units are ultimately
settled as provided in Section 2 above, the Restricted Stock
Units and the Shares covered by the Restricted Stock Units 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.
4. Rights as a
Stockholder.
During the Restriction
Period, the Employee shall not be entitled to any rights of a
stockholder with respect to the Restricted Stock Units (including,
without limitation, any voting rights), provided that with
respect to any dividends paid on Shares underlying the Restricted
Stock Units, such dividends will be reinvested into additional
Restricted Stock Units, which shall vest at such time as the
underlying Restricted Stock Units vest and be settled.
-2-
5. Adjustment; Change in
Control .
In the event of certain
transactions during the Restricted Period, the Restricted Stock
Units shall be subject to adjustment as provided in
Section 3(d) of the Plan or any applicable successor provision
under the Plan. Notwithstanding the provisions of
Section 10(a) to the contrary, in the event of a Change in
Control, (a) the Threshold Performance Goal and Performance
Goal shall be deemed to be achieved and the Employee shall vest in
a number of Restricted Stock Units determined based on the Stock
Price as of the trading date immediately preceding the date on
which the Change of Control occurs, (b) fifty percent of the
remaining Restricted Stock Units shall vest upon the earlier of
(i) the Employee’s termination of employment for any
reason other than a termination (A) by the Company for Cause
or (B) by the Employee without Good Reason and
(ii) December 31, 2011 and (c) the remainder of the
Restricted Stock Units shall be forfeited, provided that, in
the event that the Restricted Stock Units are not assumed in
connection with the Change in Control, the Employee shall vest in
the Restricted Stock Units described in clauses (a) and
(b) above immediately prior to the Change in Control. The
Executive’s employment may be terminated by the Executive for
Good Reason. For purposes of this Agreement, “Good
Reason” (1)
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