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EXHIBIT
10.4
PERFORMANCE-BASED
RESTRICTED STOCK UNIT AGREEMENT
THIS AGREEMENT, dated as of
the [ ] day of
[ ],
2007, between Unum Group, a Delaware corporation (the
“Company”), and [
] (the “Employee”).
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 Employee, 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 and the Employee’s continued employment
through the dates on which the Committee certifies that the
Threshold Performance Goal (as defined on Exhibit A ) and
the Performance Goal (as defined on Exhibit A ) are achieved
during the applicable Performance Period (as defined on Exhibit
A ), the Employee shall vest in a number of shares as
determined in accordance with Table 2 of Exhibit A
based on Stock Price (as defined on Exhibit A ) minus such
number of shares as have previously vested under this Agreement
with respect to a prior Performance Period (such period during
which restrictions apply is the “Restriction
Period”).
(c) Forfeiture upon
Termination of Employment; Accelerated Vesting upon Termination Due
to Death, Disability, Retirement or Job Elimination . Upon the
Employee’s Termination of Employment for any reason other
than due to the Employee’s death, Disability, Retirement or
termination by the Company by reason of a Job Elimination during a
Restriction Period, all Restricted Stock Units still subject to
restriction shall be forfeited. Upon the Employee’s
Termination of Employment during a Restriction Period due to the
Employee’s death, Disability or Retirement or by the Company
by reason of a Job Elimination: (i) for any Performance Period
that has ended as of the date on which the Termination of
Employment occurs but pursuant to which Restricted Stock Units have
not yet settled in accordance with Section 2 below, and
subject to the achievement of the Threshold Performance Goals and
the Performance Goals during such Performance Period, the Employee
shall, at the time that the Restricted Stock Units for active
employees of the Company generally are settled in accordance with
Section 2 below, receive settlement of a number of Restricted
Stock Units that the Employee would have received had the Employee
remained employed through the date on which Restricted Stock Units
are generally settled for such Performance Period, (ii) for
the Performance Period that will end immediately following the date
on which the Termination of Employment occurs, and subject to the
achievement of the Threshold Performance Goal and Performance Goal
during the applicable Performance Period, the Employee shall, at
the time that the Restricted Stock Units of active employees of the
Company generally are settled for such Performance Period in
accordance with Section 2 below, vest and receive settlement
of a number of Restricted Stock Units equal to the product of
(A) (1) the excess, if any, of the number of Restricted
Stock Units in which the Employee would vest for such Performance
Period determined based on the Stock Price as if the Performance
Period had ended as of the date of the Termination of Employment
over (2) such number of shares as have already vested under
this Agreement with respect to a prior Performance Period and
(B) a fraction, the numerator of which is the number of full
and partial months in the Pro Ration Period (as defined on
Exhibit A ) from the commencement of the Pro Ration Period
until the date of Termination of Employment and the denominator of
which is the total number of months in the Pro Ration Period and
(iii) the opportunity of the Employee to vest in or receive
settlement of any additional Restricted Stock Units with respect to
any further Performance Periods shall terminate.
For purposes of this Agreement,
“Retirement” shall mean the Employee’s
Termination of Employment after the attainment of age 65 or the
attainment of age 55 and at least 15 years of continuous service,
in each case, only if such Termination of Employment is approved as
a “Retirement” by (x) the Committee in the case of
an Employee who is subject to Section 16 of the Exchange Act
or a “covered employee” within the meaning of
Section 162(m) of the Code or (y) the Chief Executive
Officer or Senior Vice President, Human Resources, in the case of
all other
individuals. For purposes of this
Agreement, employment with the Company shall include employment
with the Company’s Affiliates and its successors. For
purposes of this Agreement, “Job Elimination” shall
mean a termination by the Company by reason of an elimination of
the position in which the Employee was serving as of immediately
prior to such Termination of Employment.
Nothing in this Agreement or the Plan
shall confer upon the Employee any right to continue in the employ
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 Employee’s employment at any time.
2. Settlement of Units
.
Subject to Section 8
(pertaining to the withholding of taxes), as soon as practicable
after a Restriction Period expires, but in no event later than
March 15 th of
the year following the year in which the Restricted Stock Units are
vested, the Company shall deliver to the Employee 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.
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 Employee 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 Employee 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 such
time.
5. Adjustment; Change in
Control .
In the event of certain
transactions during a Restricted Period, the Restricted Stock Units
shall be subject to adjustment as provided in Section 3(d) of
the Plan or any applicable successor provision under the Plan.
Notwithstanding the provisions of Section 10(a) of the Plan or
Section 1 of this Agreement to the contrary, in the event of a
Change in Control, (a) the Threshold Performance Goal and
Performance Goal with respect to any Performance Period that has
not ended as of the date of the Change in Control shall be deemed
to be achieved as of the date of the Change in Control and the
Employee shall vest in a number of Restricted Stock Units
determined based on the Stock Price as if the Perfo
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