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EXHIBIT
10.5
RESTRICTED STOCK AGREEMENT
WITH DIRECTOR
THIS AGREEMENT, dated as of
the [ ] day of
[ ],
2007, between Unum Group, a Delaware corporation (the
“Company”), and [
] (the “Director”).
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 Director 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) Forfeiture upon
Termination of Service; Accelerated Vesting upon Termination Due to
Death or Disability . Upon the Director’s Termination of
Service (as defined below) for any reason (other than due to the
Director’s death, Disability or Retirement) during the
Restriction Period, all Shares of Restricted Stock still subject to
restriction shall be forfeited. Upon the Director’s
Termination of Service during the Restriction Period due to the
Director’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. For purposes of this Agreement, “Retirement”
shall mean the Director’s Termination of Service after the
attainment of at least four years of service, in each case, only if
such Termination of Service is approved as a
“Retirement” by the Committee. For purposes of this
Agreement, service with the Company shall include service with the
Company’s Affiliates and its successors. Nothing in this
Agreement or the Plan shall confer upon the Director any right to
continue in the service 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
Director’s service at any time. For purposes of this
Agreement, “Termination of Service” means the
termination of the Director’s service with the Company and
any of its Subsidiaries or Affiliates. Unless otherwise determined
by the Committee, if the Director’s service with the Company
and its Affiliates terminates but such Director continues to
provide services to the Company and its Affiliates in another
capacity, such change in status shall not be deemed a Termination
of Service. Temporary absences from service because of illness,
vacation or leave of absence and transfers among the Company and
its Subsidiaries and Affiliates shall not be considered
Terminations of Service.
2. Nontransferability of the
Restricted Stock .
During the Restriction
Period, the Shares covered by the Restricted Stock shall not be
transferable by the Director 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 Director 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
Director 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 C
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