Exhibit 10.2.8
RESTRICTED STOCK AND RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK AND RESTRICTED
STOCK UNIT AGREEMENT is made and entered into as of the date
indicated on the signature page under “Date of
Agreement” by and between MGIC Investment Corporation, a
Wisconsin corporation (the “Company”), and the employee
of Mortgage Guaranty Insurance Corporation whose signature is set
forth on the signature page hereto (the
“Employee”).
INTRODUCTION
The Company is awarding shares of the
Company’s Common Stock, $1.00 par value per share (the
“Stock”), and Restricted Stock Units to the Employee
under the MGIC Investment Corporation 2002 Stock Incentive Plan
(the “Plan”) and this Agreement.
This Agreement consists of this
instrument and the Incorporated Terms Dated As of February 28,
2008 to Restricted Stock and Restricted Stock Unit Agreement (the
“Incorporated Terms”), which although not attached to
this instrument, are part of this Agreement and were provided to
the Employee as indicated in Paragraph 1(b) below.
The parties mutually agree as
follows:
1. Award of Restricted Stock
and RSUs; Incorporated Terms .
(a) Subject
to the terms and conditions set forth herein, the Company awards
the Employee (i) the number of shares of Stock as follows: the
number of shares referred to after “Shares of Base Restricted
Stock” on the signature page shall be the “Base
Restricted Stock”; the number of shares referred to after
“Shares of Matching Restricted Stock” on the signature
page shall be the “Matching Restricted Stock”; and the
number of shares referred to after “Shares of Time Vested
Restricted Stock” shall be the “Time Vested Restricted
Stock,” except that if after “Time Vested Restricted
Stock Units” on the signature page “Yes” appears,
then all shares of Stock referred to after “Time Vested
Restricted Stock” shall be awarded in the form of Restricted
Stock Units (such Restricted Stock Units, the “Time Vested
RSUs”); and (ii) the number of Restricted Stock Units
equal to the number referred to after “Performance
RSUs” shall be the “Performance RSUs,” provided
that if the Employee is Curt S. Culve
