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Preview Full Doc	2003	Restricted Stock Award Agreement Restricted Stock Award Agreement (15K) Doc #114049: Click preview link for longer preview. TROVER SOLUTIONS, INC. RESTRICTED STOCK AWARD AGREEMENT GRANT OF RESTRICTED STOCK This Restricted Stock Award Agreement (the "Agreement") evidences the grant by TROVER SOLUTIONS, INC. ("TROV" or the "Company"), a Delaware corporation, subject to all of the terms and conditions in this Agreement, of Ten Thousand (10,000) shares of restricted common stock of TROV (the "Restricted Stock") to Thomas Quinn, a new employee of the Company ("Employee"), as an inducement essential to Employee entering into employment with the Company. This Restricted Stock grant is granted effective as of March 1, 2002, which shall be referred to as the "Grant Date." TROVER SOLUTIONS, INC. By /S/ Douglas R. Sharps ---------------------------------------- Name: Douglas R. Sharps Title: Executive Vice President--Finance & Administration {PAGE} TERMS AND CONDITIONS SECTION 1. STOCKHOLDER STATUS. Employee will have [a] the right to receive all cash dividends on all of the shares of Restricted Stock and [b] the right to vote such shares while the shares remain subject to forfeiture under Section 2. If Employee forfeits shares under Section 2, Employee will at the same time forfeit Employee's right to vote the shares and to receive future cash dividends paid with respect to the shares. Any stock dividends or other distributions of property made with respect to shares that remain subject to forfeiture under Section 2 will be held by TROV, and Employee's rights to receive such dividends or other property will vest under Section 2 at the same time as the shares with respect to which the dividends or other property are attributable. Except for the right to receive cash dividends and vote described in this Section, Employee will have no rights as a stockholder with respect to any shares of Restricted Stock until such shares have vested under Section 2. SECTION 2. FORFEITURE AND VESTING. Employee will vest in the Restricted Stock as follows on each of the vesting dates described below, provided Employee continuously remains an employee of TROV or a subsidiary of TROV from the Grant Date through the applicable vesting date: (a) 2,000 shares will vest on October 1, 2002; (b) 2,000 shares will vest on October 1, 2003; (c) 2,000 shares will vest on October 1, 2004; (d) 2,000 shares will vest on October 1, 2005; and (e) 2,000 shares will vest on October 1, 2006. In addition, Employee will vest in all of the shares of Restricted Stock if TROV or a subsidiary of TROV terminates Employee's employment, other than for Cause (as defined below), within one year following a Change in Control (as defined below). If at a given time there is an employment agreement in effect between Employee and TROV that defines the term "Cause" for purposes of such employment agreement, such definition shall also apply at such time for purposes of this Agreement. In the event an employment agreement between Employee and TROV that defines the term "Cause" is not in effect, then for purposes of this Agreement, the term "Cause" shall mean: [i] Employee is convicted of, pleads guilty to (or pleads nolo contendere to), or confesses to any felony or any act of fraud, deceit, moral turpitude, misappropriation or embezzlement that affects TROV or a subsidiary of TROV, as determined by the Company's Chief Executive Officer; [ii] the Employee commits any act in bad faith 114049	Trover Solutions Trover Solutions, Inc. ( Insurance ) As referenced in this Restricted Stock Award Agreement: TROVER SOLUTIONS INC – TROVER SOLUTIONS INC _____________ TROVER SOLUTIONS, INC – EX-10.8 3 EXHIBIT 10.8 TROVER SOLUTIONS, INC . RESTRICTED STOCK AWARD AGREEMENT GRANT OF RESTRICTED STOCK This Restricted Stock Award Agreement (the "Agreement") evidences the grant by TROVER SOLUTIONS, INC. ("TROV" or the "Company"), a Delaware corporation, _____________ TROVER SOLUTIONS, INC – 10.8 3 EXHIBIT 10.8 TROVER SOLUTIONS, INC. RESTRICTED STOCK AWARD AGREEMENT GRANT OF RESTRICTED STOCK This Restricted Stock Award Agreement (the "Agreement") evidences the grant by TROVER SOLUTIONS, INC . ("TROV" or the "Company"), a Delaware corporation, subject to all of the terms and conditions in this Agreement, of Ten Thousand (10,000) shares of restricted common stock of _____________ TROVER SOLUTIONS, INC – essential to Employee entering into employment with the Company. This Restricted Stock grant is granted effective as of March 1, 2002, which shall be referred to as the "Grant Date." TROVER SOLUTIONS, INC . By /S/ Douglas R. Sharps ---------------------------------------- Name: Douglas R. Sharps Title: Executive Vice President--Finance & Administration TERMS AND CONDITIONS SECTION 1. STOCKHOLDER STATUS. Employee will have [a] the right _____________ TROVER SOLUTIONS, INC – PAGE} EXHIBIT A IRREVOCABLE STOCK POWER For value received, as a condition to the issuance to the undersigned of the _______ shares of restricted common stock (the "Restricted Stock") of TROVER SOLUTIONS, INC . ("TROV") subject to that certain Restricted Stock Award Agreement dated as of February 1, 2002 (the "Agreement"), the undersigned hereby assigns and transfers to TROV, effective upon the occurrence _____________ dt 1850707 ;	Thomas Quinn
Preview Full Doc	2003	RSU Award Agreement [Form] RSU Award Agreement [Form] (21K) Doc #177083: Click preview link for longer preview. 2003 STOCK INCENTIVE PLAN RSU AWARD AGREEMENT This award agreement (this "AWARD AGREEMENT") sets forth the terms and conditions of an award (this "AWARD") of restricted stock units ("RSUS") granted to you under the Transatlantic Holdings, Inc. 2003 Stock Incentive Plan (the "Plan"). 1. The Plan. This Award is made pursuant to the Plan, the terms of which are incorporated in this Award Agreement. Capitalized terms used in this Award Agreement that are not defined in this Award Agreement, or in the attached Glossary of Terms, have the meanings as used or defined in the Plan. 2. Award. The number of RSUs subject to this Award is set forth at the end of this Award Agreement. Each RSU constitutes an unfunded and unsecured promise of TRH to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, one share of Common Stock (the "SHARE" or the "SHARES" as the context requires) (or cash equal to the Fair Market Value thereof) on the Delivery Date as provided herein. Until such delivery, you have only the rights of a general unsecured creditor, and no rights as a shareholder, of TRH. THIS AWARD IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE ARBITRATION AND CHOICE OF FORUM PROVISIONS SET FORTH IN PARAGRAPH 14. 3. Vesting and Delivery. (a) Vesting. Except as provided in this Paragraph 3 and in Paragraphs 4 and 6, you shall become vested in the RSUs, and the Shares underlying the RSUs shall be delivered, on the fourth anniversary of the Date of Grant specified at the end of this Award Agreement (the "VESTING DATE"). Unless the Committee determines otherwise, and except as provided in Paragraph 6, if your Employment terminates for any reason prior to the Vesting Date, your rights in respect of all of your RSUs shall terminate, and no Shares (or cash) shall be delivered in respect of such RSUs. (b) Delivery. Except as provided in this Paragraph 3 and in Paragraphs 4, 6, 8 and 9, the Shares underlying the RSUs shall be delivered on the Delivery Date. The Company may, at its option, deliver cash in lieu of all or any portion of the Shares otherwise deliverable on the Delivery Date specified at the end of this Award Agreement. Such cash payment shall equal the product of the number of Shares to be delivered on the Delivery Date and the Fair Market Value of one Share of Common Stock on the Delivery Date. You shall be deemed the beneficial owner of the Shares at the close of business on the Delivery Date and shall be entitled to any dividend or distribution that has not already been made with respect to such Shares if the record date for such dividend or distribution is after the close of business on the Delivery Date. Notwithstanding the foregoing, if the Delivery Date occurs at a time when you are considered by TRH to be one of its "covered employees" within the meaning of Section 162(m) of the Code, then, unless the Committee determines otherwise, delivery of the Shares (or cash) automatically shall be deferred until after you have ceased to be such a covered employee. (c) Death. Notwithstanding any other provision of this Award Agreement, if you die prior to the Delivery Date, and provided your rights in respect of your RSUs have not previously terminated, the Shares (or cash in lieu of all or any part thereof) corresponding to your outstanding RSUs shall be delivered to the representative of your estate as soon as practicable after the date of death and after such documentation as may be requested by the Committee is provided to the Committee. 177083	Transatlantic Transatlantic Holdings, Inc. ( Accident & Health Insurance ) As referenced in this RSU Award Agreement [Form] : TRANSATLANTIC HOLDINGS, – {DOCUMENT} {TYPE}EX-4.E {SEQUENCE}4 {FILENAME}ex4e.txt {TEXT} EXHIBIT 4(e) FORM OF RSU AWARD AGREEMENT TRANSATLANTIC HOLDINGS, INC. 2003 STOCK INCENTIVE PLAN RSU AWARD AGREEMENT This award agreement (this "AWARD AGREEMENT") sets forth the terms and conditions of an _____________ Transatlantic Holdings, – AWARD AGREEMENT") sets forth the terms and conditions of an award (this "AWARD") of restricted stock units ("RSUS") granted to you under the Transatlantic Holdings, Inc. 2003 Stock Incentive Plan (the "Plan"). 1. The Plan. This Award is made pursuant to the Plan, the terms of which _____________ TRANSATLANTIC HOLDINGS, – the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof. -5- ============================================================================= IN WITNESS WHEREOF, TRANSATLANTIC HOLDINGS, INC. HAS CAUSED this Award Agreement to be duly executed and delivered as of the Date of Grant. TRANSATLANTIC HOLDINGS, INC. By _____________ TRANSATLANTIC HOLDINGS, – IN WITNESS WHEREOF, TRANSATLANTIC HOLDINGS, INC. HAS CAUSED this Award Agreement to be duly executed and delivered as of the Date of Grant. TRANSATLANTIC HOLDINGS, INC. By Name: Title: By Name: Title: RECIPIENT: NUMBER OF RSUS: DATE OF GRANT: DELIVERY DATE: -6- ============================================================================= GLOSSARY OF TERMS Solely for _____________ Transatlantic Holdings, – Award (or as soon as practicable, but in no case more than 10 days, thereafter). "DISABILITY" means "permanent disability" as defined in the Transatlantic Holdings, Inc. Group Long - Term Insurance Policy as in effect on the Date of Grant. "RETIREMENT" means "normal retirement" as defined in the _____________ dt 231217
Preview Full Doc	2003	Letter Agreement Re: Stock Option Award Agreement Letter Agreement Re: Stock Option Award Agreement (21K) Doc #177366: Click preview link for longer preview. July 8, 2003 Harold F. Ilg Safety National Casualty Corporation 2043 Woodland Parkway, Suite 200 St. Louis, Missouri 63146 Re: Stock Option Award Agreement Dear Mr. Ilg: We are pleased to inform you that, pursuant to action taken by the Stock Option and Compensation Committee (the "Committee") of the Board of Directors of Delphi Financial Group, Inc. ("Delphi") under Section 5 of the 2003 Employee Long-Term Incentive and Share Award Plan (the "Plan"), you have been granted options to purchase up to 150,000 shares of Delphi's Class A Common Stock (the "Stock") at the price of $43.45 per share (the "Options"), which was the fair market value of the Stock as of May 28, 2003, the date of such action, as determined under the Plan. Such option grant is subject to the terms and conditions described herein, including but not limited to the condition to exercisability set forth in the penultimate paragraph hereof. This notice, once countersigned by you, shall constitute an "Award Agreement" as defined in Section 2(c) of the Plan. The Options will become exercisable, in accordance with the procedures described herein, if and to the extent that SIG Holdings, Inc. and its consolidated subsidiaries (collectively, "SIG") meet the following financial performance goals, as measured and determined in accordance with the provisions of Exhibit A hereto: (a) If SIG's aggregate Pre-Tax Operating Income (as such term is defined in Exhibit A hereto) for the period consisting of Delphi's 2003, 2004 and 2005 fiscal years is at least $216,700,000, 75,000 Options shall become exercisable. 177366	Delphi Financial Delphi Financial Group, Inc. ( Life Insurance ) As referenced in this Letter Agreement Re: Stock Option Award Agreement: Delphi Financial Group, – to inform you that, pursuant to action taken by the Stock Option and Compensation Committee (the "Committee") of the Board of Directors of Delphi Financial Group, Inc. ("Delphi") under Section 5 of the 2003 Employee Long-Term Incentive and Share Award Plan (the "Plan"), you have been granted _____________ dt 231313 ; Safety National Casualty Corporation;	Harold F. Ilg
Preview Full Doc	2003	Option Award Agreement [Form] Option Award Agreement [Form] (26K) Doc #177703: Click preview link for longer preview. FORM OF THE ALLSTATE CORPORATION 2001 EQUITY INCENTIVE PLAN OPTION AWARD AGREEMENT [Addressee] In accordance with the terms of The Allstate Corporation 2001 Equity Incentive Plan (the "Plan"), pursuant to action of the Compensation and Succession Committee of the Board of Directors, The Allstate Corporation hereby grants to you (the "Participant"), subject to the terms and conditions set forth in this Option Award Agreement (including Annex A hereto and all documents incorporated herein by reference) the right and option (the "Option") to . . . 177703	Allstate Allstate Corp. ( Property & Casualty Insurance )
Preview Full Doc	2003	Restricted Stock Award Agreement Restricted Stock Award Agreement (20K) Doc #177704: Click preview link for longer preview. THE ALLSTATE CORPORATION 2001 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT [Date] [Addressee] In accordance with the terms of The Allstate Corporation 2001 Equity Incentive Plan (the "Plan"), pursuant to action of the Compensation and Succession Committee of the Board of Directors, The Allstate Corporation hereby grants to you (the "Participant"), subject to the terms and conditions set forth in this Restricted Stock Award Agreement (including Annex A hereto and all documents incorporated herein by reference), Shares of Restricted Stock, as set forth below: Number of Shares of Restricted Stock Granted: xxxxx Date of Grant: , 20xx Period of Restriction: Dividends: Dividends, as and when paid by The Allstate Corporation, shall be paid to the Participant with respect to the Restricted Stock from Date of Grant during the Period of Restriction Further terms and conditions of the Award are set forth in Annex A hereto, which are an integral part of this Restricted Stock Award Agreement. All terms, provisions and conditions applicable to the Restricted Stock Award set forth in the Plan and not set forth herein are hereby incorporated by reference herein. To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will govern. You must sign the attached Stock Power form and return it in the enclosed envelope to: The Allstate Corporation, Stock Option Office, 2775 Sanders Road, Ste. F5, Northbrook, Illinois 60062 in order to comply with the terms of this Restricted Stock Award. 177704	Allstate Allstate Corp. ( Property & Casualty Insurance )
Preview Full Doc	2004	Restricted Stock Unit Award Agreement (for Non-Employee Board Member) Restricted Stock Unit Award Agreement (for Non-Employee Board Member) (17K) Doc #193689: Click preview link for longer preview. WELLCHOICE, INC. 2003 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (FOR NON-EMPLOYEE BOARD MEMBER) REFERENCE NUMBER: 00000000 SECTION 1. GRANT OF RESTRICTED STOCK UNIT AWARD. (a) Restricted Stock Unit Award. On the terms and conditions set forth in this Agreement and each Notice of Restricted Stock Unit Award referencing this Agreement (the Notice), the Company hereby grants the Grantee the right to receive on a date designated by the Grantee which is on or after the Settlement Date the number of shares of common stock, par value $.01, of the Company (Common Stock) equal to the number of units (the Units) awarded to the Grantee, as set forth in the Notice. Each such Notice, together with this referenced Agreement, shall be a separate Restricted Stock Unit Award governed by the terms of this Agreement. (b) Dividend Equivalents. If the Notice so provides, prior to the Settlement Date, on the date (if any) that the Company pays any ordinary or special dividends with respect to the Common Stock, the Company shall credit the Grantee with a number of Units whose underlying shares have a Fair Market Value equal to the dividend paid on each share of Common Stock, multiplied by the Total Number of Units Subject to Award described in the Notice. Units issued in respect of dividend equivalents shall be subject to the same rules and restrictions as Units originally subject to the award. (c) Plan and Defined Terms. This award is granted under and subject to the terms of the Plan, which is incorporated herein by this reference. Unless otherwise defined in Section 6 of this Agreement, capitalized terms shall have the meanings ascribed to them in the Plan. SECTION 2. ISSUANCE OF SHARES. (a) Stock Certificates. Subject to the terms of the Notice and any deferral election made by the Grantee, on or promptly following the Settlement Date, the Company shall cause to be issued a certificate or certificates for the shares of Common Stock representing this award, registered in the name of the Grantee (or in the names of such person and his or her spouse as joint tenants with right of survivorship). (b) Stockholder Rights. Until such time as the Grantee receives the stock certificate for the shares representing this award, the Grantee (or any successor in interest) shall have no rights as a stockholder (including, without limitation, no voting, dividend and liquidation rights) with respect to the shares of Common Stock. (c) Share Withhold Election. Upon or prior to receipt of shares of Common Stock, the Grantee may make a written election to have shares of Common Stock withheld by the Company from the shares otherwise to be received to cover Taxes incurred by reason of the issuance of the shares under this Agreement and the Notice. The number of shares so withheld shall have an 193689	WellChoice WellChoice, Inc. ( Accident & Health Insurance ) As referenced in this Restricted Stock Unit Award Agreement (for Non-Employee Board Member): WELLCHOICE, – Restricted Stock EX-10.32 11 dex1032.htm FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT AND NOTICE OF RESTRICTED STOCK Exhibit 10.32 WELLCHOICE, INC. 2003 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (FOR NON-EMPLOYEE BOARD MEMBER) REFERENCE NUMBER: 00000000 SECTION 1. GRANT OF _____________ WellChoice, – Board whether Cause exists. (d) Common Stock shall have the meaning described in Section 1(a) of this Agreement. (e) Company shall mean WellChoice, Inc., a Delaware corporation, and any successor thereto. (f) Director shall mean a member of the Board of Directors who is not _____________ WellChoice, – a) of this Agreement. (k) Permitted Transfers shall have the meaning described in Section 3(c) of this Agreement. (l) Plan shall mean WellChoice, Inc. 2003 Omnibus Incentive Plan, as amended from time to time. (m) Retirement shall mean the date the Grantee ceases to be _____________ WELLCHOICE, – transferred any shares of Common Stock. (q) Unit shall have the meaning described in Section 1(a) of this Agreement. 5 GRANT NO. WELLCHOICE, INC. 2003 OMNIBUS INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD (FOR INITIAL GRANT TO NON-EMPLOYEE BOARD MEMBER) Name of Grantee: ( _____________ WellChoice, – of Grant: ______________ Type of Award: Units, to be settled in shares of common stock, par value $.01 per share (Common Stock), of WellChoice, Inc. (the Company), and Dividend Equivalents, to be re-invested in Units which shall also be settled in shares of Common Stock. _____________ dt 229813
Preview Full Doc	2004	Restricted Stock Unit Award Agreement Restricted Stock Unit Award Agreement (17K) Doc #241086: Click preview link for longer preview. WELLCHOICE, INC. 2003 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (FOR NON-EMPLOYEE BOARD MEMBER) REFERENCE NUMBER: 00000000 SECTION 1. GRANT OF RESTRICTED STOCK UNIT AWARD. (a) Restricted Stock Unit Award. On the terms and conditions set forth in this Agreement and each Notice of Restricted Stock Unit Award referencing this Agreement (the ï¿½Noticeï¿½), the Company hereby grants the Grantee the right to receive on a date designated by the Grantee which is on or after the Settlement Date the number of shares of common stock, par value $.01, of . . . 241086	WellChoice WellChoice, Inc. ( Accident & Health Insurance ) As referenced in this Restricted Stock Unit Award Agreement: WELLCHOICE, – Restricted Stock EX-10.32 11 dex1032.htm FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT AND NOTICE OF RESTRICTED STOCK Exhibit 10.32 WELLCHOICE, INC. 2003 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (FOR NON-EMPLOYEE BOARD MEMBER) REFERENCE NUMBER: 00000000 SECTION 1. GRANT OF _____________ WellChoice, – Board whether Cause exists. (d) Common Stock shall have the meaning described in Section 1(a) of this Agreement. (e) Company shall mean WellChoice, Inc., a Delaware corporation, and any successor thereto. (f) Director shall mean a member of the Board of Directors who is not _____________ WellChoice, – a) of this Agreement. (k) Permitted Transfers shall have the meaning described in Section 3(c) of this Agreement. (l) Plan shall mean WellChoice, Inc. 2003 Omnibus Incentive Plan, as amended from time to time. (m) Retirement shall mean the date the Grantee ceases to be _____________ WELLCHOICE, – transferred any shares of Common Stock. (q) Unit shall have the meaning described in Section 1(a) of this Agreement. 5 GRANT NO. WELLCHOICE, INC. 2003 OMNIBUS INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD (FOR INITIAL GRANT TO NON-EMPLOYEE BOARD MEMBER) Name of Grantee: ( _____________ WellChoice, – of Grant: ______________ Type of Award: Units, to be settled in shares of common stock, par value $.01 per share (Common Stock), of WellChoice, Inc. (the Company), and Dividend Equivalents, to be re-invested in Units which shall also be settled in shares of Common Stock. _____________ dt 229816
Preview Full Doc	2004	Restricted Stock Award Agreement Restricted Stock Award Agreement (12K) Doc #241126: Click preview link for longer preview. FORM OF AMERICAN MEDICAL SECURITY GROUP, INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT You have been selected to be a Participant in the American Medical Security Group, Inc. Equity Incentive Plan, as amended and restated November 29, 2001, (the "Plan"), as specified below: PARTICIPANT: DATE OF GRANT: NUMBER OF SHARES OF RESTRICTED STOCK GRANTED: VESTING DATE: THIS AGREEMENT, effective as of the Date of Grant set forth above, . . . 241126	AMS Group American Medical Security Group Inc. ( Accident & Health Insurance ) As referenced in this Restricted Stock Award Agreement: AMERICAN MEDICAL SECURITY GROUP, INC – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}4 {FILENAME}exhibit10_4.txt {DESCRIPTION}FORM OF AWARD AGREEMENT {TEXT} EXHIBIT 10.4 FORM OF AMERICAN MEDICAL SECURITY GROUP, INC . EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT You have been selected to be a Participant in the American Medical Security Group, Inc. _____________ American Medical Security Group, Inc – OF AMERICAN MEDICAL SECURITY GROUP, INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT You have been selected to be a Participant in the American Medical Security Group, Inc . Equity Incentive Plan, as amended and restated November 29, 2001, (the "Plan"), as specified below: PARTICIPANT: DATE OF GRANT: NUMBER OF SHARES _____________ American Medical Security Group, Inc – NUMBER OF SHARES OF RESTRICTED STOCK GRANTED: VESTING DATE: THIS AGREEMENT, effective as of the Date of Grant set forth above, is between American Medical Security Group, Inc ., a Wisconsin corporation (the "Company") and the Participant named above pursuant to the provisions of the Plan. Unless otherwise indicated, capitalized terms _____________ AMERICAN MEDICAL SECURITY GROUP, INC – of law. IN WITNESS WHEREOF, the parties have caused this Restricted Stock Award Agreement to be executed as of the Date of Grant. AMERICAN MEDICAL SECURITY GROUP, INC . By: John R. Wirch Vice President, Human Resources PARTICIPANT By: Participant 4 {/TEXT} {/DOCUMENT} _____________ dt 260215
Preview Full Doc	2004	Restricted Stock Award Agreement Restricted Stock Award Agreement (20K) Doc #241134: Click preview link for longer preview. THE ALLSTATE CORPORATION 2001 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT [Date] [Addressee] In accordance with the terms of The Allstate Corporation 2001 Equity Incentive Plan (the "Plan"), pursuant to action of the Compensation and Succession Committee of the Board of Directors, The Allstate Corporation hereby grants to you (the "Participant"), subject to the terms and conditions set forth in this Restricted Stock Award Agreement (including Annex A hereto and all documents incorporated herein by reference), Shares of . . . 241134	Allstate Allstate Corp. ( Property & Casualty Insurance )
Preview Full Doc	2004	Restricted Stock Award Agreement Restricted Stock Award Agreement (12K) Doc #301565: Click preview link for longer preview. FORM OF AMERICAN MEDICAL SECURITY GROUP, INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT You have been selected to be a Participant in the American Medical Security Group, Inc. Equity Incentive Plan, as amended and restated November 29, 2001, (the "Plan"), as specified below: PARTICIPANT: DATE OF GRANT: NUMBER OF SHARES OF RESTRICTED STOCK GRANTED: VESTING DATE: THIS AGREEMENT, effective as of the Date of Grant set forth above, . . . 301565	AMS Group American Medical Security Group Inc. ( Accident & Health Insurance ) As referenced in this Restricted Stock Award Agreement: AMERICAN MEDICAL SECURITY GROUP, INC – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}4 {FILENAME}exhibit10_4.txt {DESCRIPTION}FORM OF AWARD AGREEMENT {TEXT} EXHIBIT 10.4 FORM OF AMERICAN MEDICAL SECURITY GROUP, INC . EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT You have been selected to be a Participant in the American Medical Security Group, Inc. _____________ American Medical Security Group, Inc – OF AMERICAN MEDICAL SECURITY GROUP, INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT You have been selected to be a Participant in the American Medical Security Group, Inc . Equity Incentive Plan, as amended and restated November 29, 2001, (the "Plan"), as specified below: PARTICIPANT: DATE OF GRANT: NUMBER OF SHARES _____________ American Medical Security Group, Inc – NUMBER OF SHARES OF RESTRICTED STOCK GRANTED: VESTING DATE: THIS AGREEMENT, effective as of the Date of Grant set forth above, is between American Medical Security Group, Inc ., a Wisconsin corporation (the "Company") and the Participant named above pursuant to the provisions of the Plan. Unless otherwise indicated, capitalized terms _____________ AMERICAN MEDICAL SECURITY GROUP, INC – of law. IN WITNESS WHEREOF, the parties have caused this Restricted Stock Award Agreement to be executed as of the Date of Grant. AMERICAN MEDICAL SECURITY GROUP, INC . By: John R. Wirch Vice President, Human Resources PARTICIPANT By: Participant 4 {/TEXT} {/DOCUMENT} _____________ dt 270702
Preview Full Doc	2004	Restricted Stock Award Agreement Restricted Stock Award Agreement (20K) Doc #330523: Click preview link for longer preview. THE ALLSTATE CORPORATION 2001 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT [Date] [Addressee] In accordance with the terms of The Allstate Corporation 2001 Equity Incentive Plan (the "Plan"), pursuant to action of the Compensation and Succession Committee of the Board of Directors, The Allstate Corporation hereby grants to you (the "Participant"), subject to the terms and conditions set forth in this Restricted Stock Award Agreement (including Annex A hereto and all documents incorporated herein by reference), Shares of . . . 330523	Allstate Allstate Corp. ( Property & Casualty Insurance )
Preview Full Doc	2003	Restricted Stock Award Agreement Restricted Stock Award Agreement (20K) Doc #330555: Click preview link for longer preview. THE ALLSTATE CORPORATION 2001 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT [Date] [Addressee] In accordance with the terms of The Allstate Corporation 2001 Equity Incentive Plan (the "Plan"), pursuant to action of the Compensation and Succession Committee of the Board of Directors, The Allstate Corporation hereby grants to you (the "Participant"), subject to the terms and conditions set forth in this Restricted Stock Award Agreement (including Annex A hereto and all documents . . . 330555	Allstate Allstate Corp. ( Property & Casualty Insurance )
Preview Full Doc	2002	Share Appreciation Right Award Agreement Share Appreciation Right Award Agreement (18K) Doc #345494: Click preview link for longer preview. SHARE APPRECIATION RIGHT AWARD AGREEMENT (A) Employee: (B) Grant Date: (C) SARs: U.S.I. Holdings Corporation (the Company) has granted (the Employee) an incentive award (the Award) of the number of share appreciation rights shown in item (C) above (the SARs), in connection with his employment by USI INSURANCE SERVICES CORP. or one of its affiliates (the Employer). This Award is subject to the terms and conditions set forth in this Agreement. The details of the Award are as follows: 1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Affiliate means, as to any Person, any other Person directly or indirectly Controlling, Controlled by or under direct or indirect common Control with such Person. Agreement means this Share Appreciation Right Award Agreement. Base Reference Value means, as to each SAR, $ . Cause shall have the meaning set forth in Employees employment agreement with Employer or one of its affiliates. To the extent Employee is not under an employment agreement, cause shall have the meaning set forth in Employers Employee Policy Manual. Common Stock means the common stock of the Company, par value $.01 per share. Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of securities, partnership interests or by contract, assignment or otherwise. The terms Controlling and Controlled shall have meanings correlative to the foregoing. Disability means that Employee is incapacitated or disabled by reason of illness or physical or mental disability from performing his duties for either (i) one continuous period of six months or (ii) a total of seven months out of any twelve consecutive months, following 30 days written notice to Employee to that effect. The initial determination of Employees incapacity or disability shall be made by Employees regular treating physician. If Employer disagrees with the conclusion of said physician, it may engage a second physician to examine Employee. If these physicians disagree, then the parties shall select a third physician, to examine Employee, in which event their majority opinion shall be conclusive. Fair Market Value means, with respect to Common Stock, (i) if any Common Stock constitute Public Stock, the average of the high and low closing (or last) sale prices for the five business days preceding the date of determination thereof, as reported on a national securities exchange or on NASDAQ or other similar national over-the-counter market, and (ii) if no Common Stock are Public Stock, the fair market value of such Common Stock (determined without discount for the lack of a public market for the Common Stock, any restrictions on resale of the Common Stock under state or federal securities laws or the Companys shareholders agreement and any minority discount) shall be 345494	USI Holdings USI Holdings Corp. ( Insurance )
Preview Full Doc	2002	Share Appreciation Right Award Agreement Share Appreciation Right Award Agreement (21K) Doc #345589: Click preview link for longer preview. SHARE APPRECIATION RIGHT AWARD AGREEMENT ---------------------------------------- (A) Employee: (B) Grant Date: June 1, 2001 (C) SARs: U.S.I. Holdings Corporation (the "Company") has granted ("the "Employee") an incentive award (the "Award") of the number of share appreciation rights shown in item (C) above (the "SARs"), in connection with his employment by USI INSURANCE SERVICES CORP. or one of its affiliates (the "Employer"). This Award is subject to the terms and . . . 345589	USI Holdings USI Holdings Corp. ( Insurance )
Preview Full Doc	2002	Share Appreciation Right Award Agreement Share Appreciation Right Award Agreement (22K) Doc #345590: Click preview link for longer preview. SHARE APPRECIATION RIGHT AWARD AGREEMENT (A) Employee: ------------------ (B) Grant Date: February 1, 1998 (C) SARs: ------------------ U.S.I. Holdings Corporation (the "Company") has granted ("the "Employee") an incentive award (the "Award") of the number of share appreciation rights shown in item (C) above (the "SARs"), in connection with his employment by USI INSURANCE SERVICES CORP. or one of its affiliates (the "Employer"). This Award is subject to the terms . . . 345590	USI Holdings USI Holdings Corp. ( Insurance )
Full Doc	2004	Award Agreement Award Agreement (10K) Doc #348421: This document is immediately available for purchase, but does not have a preview available for viewing. 348421	SAFECO SAFECO Corp. ( Property & Casualty Insurance )
Preview Full Doc	2001	Restricted Stock Rights Award Agreement Restricted Stock Rights Award Agreement (9K) Doc #348504: Click preview link for longer preview. RESTRICTED STOCK RIGHTS AWARD AGREEMENT ISSUED UNDER THE SAFECO LONG-TERM INCENTIVE PLAN OF 1997 SAFECO Corporation ("SAFECO") hereby grants to Michael S. McGavick ("Employee") the following restricted stock rights pursuant to, and in accordance with the provisions of, the SAFECO Long-Term Incentive Plan of 1997 (the "Plan"). 1. SHARES SUBJECT TO RIGHTS. SAFECO shall issue to Employee the respective number of shares of SAFECO common stock (the "Shares") listed in the following schedule of dates (the "Target Dates") or, at Employee's request, make a payment in U.S. dollars of an amount equal to the fair market value of the Shares attributable to the respective Target Date (or any portion thereof) if, and only if, Employee remains continuously employed by SAFECO up to and including the respective Target Date. {TABLE} {CAPTION} SHARES TO BE ISSUED TARGET DATE ON TARGET DATE {S} {C} January 26, 2002 11,856 January 26, 2003 11,856 January 26, 2004 11,856 January 26, 2005 11,856 Total 47,424 {/TABLE} 2. TAX WITHHOLDING. As a condition to receiving the Shares attributable to a Target Date or payment for such Shares, as the case may be, employee must tender to SAFECO on the respective Target Date an amount sufficient to satisfy all applicable federal, state and local tax withholding requirements ("Tax Requirements"). Unless Employee pays SAFECO an amount equal to the Tax Requirements on the Target Date, SAFECO shall pay the Tax Requirements and either withhold the amount paid from Employee's next pay check or reduce the number of Shares issued to Employee by the number of Shares which, on the Target Date, has a fair market value equal to the Tax Requirements. 348504	SAFECO SAFECO Corp. ( Property & Casualty Insurance )
Preview Full Doc	2001	Performance Stock Rights Award Agreement Performance Stock Rights Award Agreement (18K) Doc #348506: Click preview link for longer preview. PERFORMANCE STOCK RIGHTS AWARD AGREEMENT ISSUED UNDER THE SAFECO LONG-TERM INCENTIVE PLAN OF 1997 SAFECO CORPORATION ("SAFECO") grants to Michael S. McGavick ("Employee") the following performance stock rights pursuant to, and in accordance with the provisions of, the SAFECO Long-Term Incentive Plan of 1997 (the "Plan"). 1. SHARES SUBJECT TO RIGHTS. SAFECO shall issue to Employee up to a total of 33,171 shares of SAFECO common stock (the "Award Shares"), or, at the Employee's request, make a payment of an amount equal to the Fair Market Value of the Award Shares (or any portion thereof) upon the Employee's achievement of the stated Performance Goals for each of the Performance Cycles covered by this Award Agreement. 2. PERFORMANCE CYCLES. The period covered by this Award Agreement is January 1, 2001 through December 31, 2003 (the "Award Period"), within which each of the following periods shall constitute a Performance Cycle: Performance Cycle 1: January 1, 2001 through December 31, 2001; Performance Cycle 2: January 1, 2001 through December 31, 2002; and Performance Cycle 3: January 1, 2001 through December 31, 2003 3. PERFORMANCE GOALS. The Performance Goals for each Performance Cycle are stated on Schedule A, Performance Goals. 4. SHARES EARNED. Following the end of each Performance Cycle, the number of Award Shares earned ("Earned Shares") shall be determined based on the Combined Percentage Achieved for that Performance Cycle, computed as follows: a. The sum of the product of the Percentage Achieved for each Performance Goal multiplied by the appropriate weighting factor shall equal the Combined Percentage Achieved for that Performance Cycle; provided, that the Combined Percentage Achieved for any Performance Cycle may not exceed 100%. b. The Earned Shares with respect to any Performance Cycle shall equal the Combined Percentage Achieved multiplied by the number of shares set forth below, less any Award Shares previously issued under this Award Agreement: 348506	SAFECO SAFECO Corp. ( Property & Casualty Insurance )
Preview Full Doc	2004	Restricted Stock Award Agreement Restricted Stock Award Agreement (14K) Doc #349232: Click preview link for longer preview. THE PROGRESSIVE CORPORATION 2003 INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT ( TIME-BASED AWARD) This Agreement ("Agreement") is made this by and between ("Participant") and The Progressive Corporation (the "Company"). 1. Award of Restricted Stock. The Company hereby grants to Participant an award (the "Award") of restricted stock (the "Restricted Stock") . . . 349232	Progressive Progressive Corp. ( Property & Casualty Insurance )
Preview Full Doc	2004	Restricted Stock Award Agreement Restricted Stock Award Agreement (14K) Doc #349233: Click preview link for longer preview. THE PROGRESSIVE CORPORATION 2003 INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT ( PERFORMANCE-BASED AWARD) This Agreement ("Agreement") is made this by and between ("Participant") and The Progressive Corporation (the "Company"). 1. Award of Restricted Stock. The Company hereby grants to Participant an award (the "Award") of restricted stock (the "Restricted . . . 349233	Progressive Progressive Corp. ( Property & Casualty Insurance )

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