Exhibit 10.26
2008
RESTRICTED STOCK AGREEMENT
This
Restricted Stock Agreement is dated as of the 19th day of February,
2008, between FBL Financial Group, Inc., an Iowa corporation (the
“Company”), and
(“Employee”).
1. Award .
(a)
Shares . Pursuant to the FBL Financial Group, Inc.
2006 Class A Common Stock Compensation Plan (the
“Plan”), ______ shares (the “Restricted
Shares”) of the Company’s common stock, without par
value (“Stock”), shall be issued as hereinafter
provided in Employee’s name subject to certain restrictions
thereon.
(b)
Issuance of Restricted Shares . The Restricted Shares
shall be issued upon acceptance hereof by Employee, subject to
satisfaction of the conditions of this Agreement.
(c)
Plan Incorporated . Employee acknowledges receipt of
a copy of the Plan, and agrees that this award of Restricted Shares
shall be subject to all of the terms and conditions set forth in
the Plan, including future amendments thereto, if any, pursuant to
the terms thereof, which Plan is incorporated herein by reference
as a part of this Agreement.
(d)
Policy Incorporated. Employee acknowledges receipt of
a copy of the Impact of Restatement of Financial Statements Upon
Awards Policy ( “ Clawback Policy”) adopted
by the Management Development and Compensation Committee of the
Board of Directors and agrees that this award of Restricted Shares
shall be subject to all of the terms and conditions set forth in
the Clawback Policy, including future amendments thereto, if any,
which Clawback Policy is incorporated herein by reference as part
of this Agreement.
2. Restricted Shares .
Employee hereby accepts the Restricted Shares when issued and
agrees with respect thereto as follows:
(a)
Forfeiture Restrictions . The Restricted Shares may
not be sold, assigned, pledged, exchanged, hypothecated or
otherwise transferred, encumbered or disposed of to the extent then
subject to the Forfeiture Restrictions (as hereinafter defined),
and in the event of termination of Employee’s employment with
the Company or employing subsidiary for any reason other than
(i) normal or early retirement as defined in the
Company’s defined benefit plan, (ii) death or
(iii) disability as determined by the Company, or except as
otherwise provided in the last sentence of subparagraph (b) of
this Paragraph 2, Employee shall, for no consideration,
forfeit to the Company all Restricted Shares to the extent then
subject to the Forfeiture Restrictions. The prohibition against
transfer and the obligation to forfeit and surrender Restricted
Shares to the Company upon
termination of employment are herein referred to as
“Forfeiture Restrictions.” The Forfeiture Restrictions
shall be binding upon and enforceable against any transferee of
Restricted Shares.
(b)
Lapse of Forfeiture Restrictions . The Forfeiture
Restrictions shall lapse as to the Restricted Shares on the Lapse
Date in accordance with the following schedule:
Date in
2011 of determination by the Management Development and
Compensation Committee of the extent to which performance goals
have been met.
| (ii) |
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Restricted Stock Agreement Earnings Per Share
(RSAEPS) |
RSAEPS
means Operating Income as defined in the Accounting Policy for
Determination of Operating Income that is in effect and previously
approved by the Audit Committee (attached) as of February 19,
2008 for the years 2008, 2009 and 2010.
| (iii) |
|
Restricted Stock Agreement Return on Equity
(RSAROE) |
RSAROE
means the percentage return on common equity, as computed by
dividing Operating Income (as defined in the Accounting Policy for
Determination of Operating Income that is in effect and previously
approved by the Audit Committee as of February 19, 2008) for
the three years ended December 31, 2010 by the average of
total common stockholders’ equity excluding accumulated other
comprehensive income at December 31, 2007 and the end of each
of the four calendar quarters for each of the three years ended
December 31, 2008, 2009 and 2010.
Lapse of
Forfeiture Restrictions on the Restricted Stock Award is governed
75% by the RSAEPS goals and 25% by the RSAROE goals which
follow.
The
RSAEPS goals for this Restricted Stock Award are cumulative
earnings per share for the three years ended December 31,
2010, of:
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Threshold RSAEPS
goal:
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$ |
9.35 |
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Target RSAEPS
goal:
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$ |
10.23 |
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Maximum RSAEPS
goal:
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$ |
11.37 |
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The
RSAROE goals for this Restricted Stock Award are the cumulative
returns on equity for the three years ended December 31, 2010,
of:
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Threshold RSAROE
goal:
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28.4 |
% |
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Target RSAROE
goal:
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30.8 |
% |
2
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Maximum RSAROE
goal:
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33.2 |
% |
| (v) |
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Percentage of Number of Restricted Shares Awarded Pursuant
to RSAEPS Goals to Which Forfeiture Restrictions Lapse: |
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If RSAEPS equal or
exceed the maximum RSAEPS goal:
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100 |
% |
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If RSAEPS equals
the target RSAEPS:
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50 |
% |
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If RSAEPS are less
than the threshold RSAEPS goal:
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0 |
% |
If
RSAEPS for the three years ended December 31, 2010 are at
least the threshold RSAEPS goal (“A”) but less than the
target RSAEPS goal (“B”), the percentage of the 75 % of
Restricted Shares to which Forfeiture Restrictions lapse will be
calculated according to the following formula:
(RSAEPS
- A)/(B - A)/2
If
RSAEPS for the three years ended December 31, 2010 are at
least the target RSAEPS goal (“B”) but less than the
maximum RSAEPS goal (“C”), the percentage of the 75 %
of Restricted Shares to which Forfeiture Restrictions lapse will be
calculated according to the following formula:
(RSAEPS
- B)/(C-B)/2 + 50%
| (vi) |
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Percentage of Number of Restricted Shares Awarded Pursuant
to RSAROE Goals to Which Forfeiture Restrictions Lapse: |
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If RSAROE equals
or exceeds the maximum RSAROE goal:
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100 |
% |
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If RSAROE equals
the target RSAROE goal:
|
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|
50 |
% |
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If RSAROE is less
than the threshold RSAROE goal:
|
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|
0 |
% |
If
RSAROE for the three years ended December 31, 2010 is at least
the threshold RSAROE goal (“X”) but less than the
maximum RSAROE goal (“Y”), the percentage of the 25 %
of Restricted Shares to which the Forfeiture Restrictions lapse
will be calculated according to the following formula:
(RSAROE
- X)/(Y - X)
| (vii) |
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Effect of Termination of Employment |
Notwithstanding the foregoing, the Forfeiture Restrictions shall
lapse as to all of the Restricted Shares on the occurrence of a
Change in Control (as such term is defined in the Plan). If
Employee’s employment with the Company is terminated before
the Lapse Date by reason of death, the Forfeiture Restrictions
shall immediately lapse as to a prorata portion of the Restricted
Shares. The prorata portion shall be measured by months elapsed
from the date of this Agreement to the date of death, as com
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