|
Exhibit 10.45
TRIAD GUARANTY INC.
OUTSIDE DIRECTOR RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement
(the "Agreement"), dated ____________ is entered into between Triad
Guaranty Inc., a Delaware corporation (the "Company"), and
____________ (the "Participant").
WHEREAS, the Company, pursuant to
its 2006 Long-Term Stock Incentive Plan (the "Plan"), desires to
grant Restricted Stock (as defined in the Plan) to the Participant,
and the Participant desires to accept the Restricted Stock, on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration
of the mutual promises hereinafter set forth, the parties hereto
agree as follows:
1. Grant of Restricted
Stock. The Company hereby grants to the Participant, on the
terms and conditions set forth herein, ____________ shares of
Restricted Stock (the "Shares").
2. Vesting. The
Shares granted hereunder will vest according to the following
schedule:
|
|
|
|
|
Date
|
|
Vested Percentage
|
|
|
|
|
|
____________
|
|
___%
|
|
____________
|
|
___%
|
|
____________
|
|
100%
|
Notwithstanding the vesting schedule set forth
above, the Shares granted hereunder shall fully vest in the event
of a "Change in Control" of the Company. For purposes of this
Agreement, "Change in Control" shall mean the occurrence of any of
the following events:
(i) any person or persons
acting as a group, as that term is defined in Rule 13d-3 under
the Securities Exchange Act of 1934 (other than Collateral
Holdings, Ltd., an Alabama limited partnership, and any of its
affiliates) shall become the beneficial owner of securities of the
Company representing more than fifty percent (50%) of the combined
voting power of the Company’s then outstanding securities;
or
(ii) individuals who
constitute the board of directors of the Company as of the date
hereof (the "Incumbent Board") cease for any reason to constitute
at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election or nomination
for election was approved by a vote of at least three-quarters of
the directors comprising the Incumbent Board (either by a specific
vote or by approval of the proxy statement of the Company in which
such person is named as a nominee for director, without objection
to such nomination) shall be, for purposes of this clause
(ii) considered as though such person were a member of the
Incumbent Board; or
(iii) any consolidation or
merger to which the Company is a party, if following such
consolidation or merger, stockholders of the Company immediately
prior to such consolidation or merger shall not beneficially own
securities representing more than fifty percent (50%) of the
combined voting power of the outstanding voting securities of the
surviving or continuing corporation; or
1
(iv) any sale, lease,
exchange or other transfer (in one transaction or in a series of
related transactions) of all, or substantially a
| 
