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TRIAD GUARANTY INC. OUTSIDE DIRECTOR RESTRICTED STOCK AGREEMENT

Stock Purchase Agreement

TRIAD GUARANTY INC. OUTSIDE DIRECTOR RESTRICTED STOCK AGREEMENT | Document Parties: TRIAD GUARANTY INC You are currently viewing:
This Stock Purchase Agreement involves

TRIAD GUARANTY INC

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Title: TRIAD GUARANTY INC. OUTSIDE DIRECTOR RESTRICTED STOCK AGREEMENT
Governing Law: Delaware     Date: 3/16/2007

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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


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