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Exhibit
10.6
RESTRICTED STOCK
AGREEMENT
[20
] Award
Non-transferable
GRANT TO
(Name)
(“Grantee”)
by Assurant, Inc. (the
“Company”) of
(Amount)
shares of its common stock,
$0.01 par value (the “Shares”)
pursuant to and subject to the
provisions of the Assurant, Inc. 2004 Long-Term Incentive Plan (the
“Plan”), and to the terms and conditions set forth on
the following page (the “Terms and
Conditions”).
Unless sooner vested in
accordance with the Plan or Section 4 of the Terms and
Conditions, the restrictions imposed under Section 3 of the
Terms and Conditions will expire as to the following percentage of
the Shares awarded hereunder, on the following respective
dates:
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Percentage of Shares
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Date of
Expiration
of
Restrictions
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Additional conditions: [Specify
any additional vesting or other conditions]
IN WITNESS WHEREOF, Assurant,
Inc., acting by and through its duly authorized officers, has
caused this Agreement to be executed as of the Grant
Date.
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| ASSURANT, INC. |
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| By: |
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[ ] |
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Chief
Executive Officer |
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| Grant Date:
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| Accepted by Grantee: |
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(Name) |
TERMS AND CONDITIONS
1. Grant of Shares . Assurant,
Inc. (the “Company”) hereby grants to the Grantee named
on Page 1 (“Grantee”), subject to the restrictions and
the other terms and conditions set forth in the Plan and in this
award agreement (this “Agreement”), the number of
shares indicated on Page 1 of the Company’s $0.01 par value
common stock (the “Shares”).
2. Defined Terms . Capitalized
terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Plan.
3. Restrictions . The Shares are
subject to each of the following restrictions. “Restricted
Shares” mean those Shares that are subject to the
restrictions imposed hereunder which restrictions have not then
expired or terminated. Restricted Shares may not be sold,
transferred, exchanged, assigned, pledged, hypothecated or
otherwise encumbered. Upon termination of Grantee’s
Continuous Status as a Participant, Grantee shall forfeit all of
Grantee’s right, title and interest in and to the Restricted
Shares as of the date of employment termination (after giving
effect to any lapsed restrictions under Section 4), and such
Restricted Shares shall revert to the Company immediately following
the event of forfeiture. The restrictions imposed under this
Section shall apply to all shares of the Company’s common
stock or other securities issued with respect to Restricted Shares
hereunder in connection with any merger, reorganization,
consolidation, recapitalization, stock dividend or other change in
corporate structure affecting the common stock of the
Company.
4. Expiration and Termination of
Restrictions . The restrictions imposed under Section 3
will expire on the earliest to occur of the following (the period
prior to such expiration being referred to herein as the
“Restricted Period”):
(a) As to the percentages of
the Shares specified on page 1, on the respective dates specified
on page 1; or
(b) As to all of the
Restricted Shares, upon a Change of Control; or
(c) As to a number of the
Restricted Shares, upon the date of Grantee’s death, or
Disability, determined by (i) multiplying the aggregate number
of Shares originally subject to this Agreement as specified on page
1 by a fraction, the numerator of which is the number of completed
calendar months from the Grant Date to the date of Grantee’s
death or Disability, and the denominator of which is the number of
full months that otherwise would have been required to fully vest
all of the Restricted Shares originally subject to this Agreement
as specified on page 1, pursuant to the vesting schedule specified
on page 1 , and (ii) subtracting from such amou
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