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EXHIBIT
10.6
RESTRICTED STOCK UNIT
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 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 Director, 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, the Restricted Stock Units 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 Restricted Stock Units 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 Units shall lapse, and such
Restricted Stock Units 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
Direc tor’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. 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 Director 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 Director 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 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.
4. Rights as a Stockholder
.
During the Restriction
Period, the Director 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 at that
time.
5. Adjustment; Change in
Control .
In t
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