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 | 2003 |
Deferred Bonus Agreement
Deferred Bonus Agreement (5K)
Doc #113577: Click preview link for longer preview.
[CNA Logo]
CNA PLAZA CHICAGO IL 60685--0001 JAMES R. LEWIS
President & CEO
CNA Property & Casualty
Operations
Telephone 312-822-2117
Facsimile 312-817-1403
Internet james.lewis@cna.com
January 13, 2003
Mr. Michael Dougherty
Dear Michael:
Because of your value to the Company as a whole, I am pleased to offer you a
special deferral bonus of $150,000 to be paid as follows: the first payment,
$50,000 less applicable withholding taxes, will be paid in the next payroll
period following you signing the agreement. Each of the two subsequent payments
will be made in August of 2003 and 2004. This special deferral bonus will be
subject to the following conditions:
113577
|
CNA Surety
As referenced in this Deferred Bonus Agreement:
CNA SURETY CORP –
CNA SURETY CORP
_____________
dt 1849348
;
| Michael Dougherty
|
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| 2003 |
Deferred Bonus Agreement
Deferred Bonus Agreement (5K)
Doc #113578: Click preview link for longer preview.
(CNA Logo)
CNA PLAZA CHICAGO IL 60685--0001 JAMES R. LEWIS
President & CEO
CNA Property & Casualty
Operations
Telephone 312-822-2117
Facsimile 312-817-1403
Internet james.lewis@cna.com
December 19, 2002
Ms. Enid Tanenhaus
Dear Enid:
Because of your value to the Company as a whole, I am pleased to offer you a
special deferral bonus of $150,000 to be paid as follows: the first payment,
$50,000 less applicable withholding taxes, will be paid in the next payroll
period following you signing the agreement. Each of the two subsequent payments
will be made in August of 2003 and 2004. This special deferral bonus will be
subject to the following conditions:
113578
|
CNA Surety
As referenced in this Deferred Bonus Agreement:
CNA SURETY CORP –
CNA SURETY CORP
_____________
dt 1849350
;
| Enid Tanenhaus
|
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| 2003 |
Restricted Stock Agreement [Form]
Restricted Stock Agreement [Form] (18K)
Doc #113583: Click preview link for longer preview.
FORM OF RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (this "Restricted Stock Agreement") is made and entered into as of [Date] (the "Date of Grant"), by and between Health Net, Inc., a Delaware corporation (the "Company"), and [Name] (the "Recipient").
WHEREAS, the Compensation and Stock Option Committee (the "Committee") of the Board of Directors (the "Board") of the Company has approved the grant of Restricted Stock, as hereinafter defined, to the Recipient as set forth below under the Company's [Year] Stock Option Plan (the "Plan"). Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
NOW, THEREFORE, in consideration of the covenants and agreements herein contained and intending to be legally bound hereby, the parties agree as follows:
1. Grant of Restricted Stock. The Company hereby grants to the Recipient [Number] restricted shares (the "Restricted Stock") of the Class A Common Stock, par value $.001 per share (the "Common Stock") of the Company, subject to all of the terms and conditions of this Restricted Stock Agreement. As a condition of the effectiveness of this grant, the Recipient shall pay to the Company as soon as practicable the par value in cash for each share of Restricted Stock subject to this grant. The Recipient's grant and record of share ownership shall be kept on the books of the Company, until the restrictions on transfer have lapsed pursuant to Sections 2 or 3 below. Shares that have become vested pursuant to Sections 2 or 3 below may be evidenced by stock certificates, at the request of the Recipient, which certificates shall be registered in the name of the Recipient and delivered to Recipient within ten (10) days of such request.
2. Lapse of Restrictions. Except as otherwise provided in Section 3 hereof, the restrictions on transfer set forth in Section 4 hereof shall lapse (the "Vesting Date") with respect to all shares of the Restricted Stock on the [Number] anniversary of the Grant Date.
113583
|
Health Net
As referenced in this Restricted Stock Agreement [Form]:
Health Net, Inc – This Restricted Stock Agreement (this "Restricted Stock Agreement") is made and entered into as of [Date] (the "Date of Grant"), by and between Health Net, Inc ., a Delaware corporation (the "Company"), and [Name] (the "Recipient").
WHEREAS, the Compensation and Stock Option Committee (the "Committee") of the Board of
_____________
Health Net, Inc – twenty-four (24) hours after transmission of a fax to the following addresses:
To the Recipient at:
[Name]
[Address]
To the Company at:
Health Net, Inc .
21650 Oxnard Street
Woodland Hills, California 91367
Attention: General Counsel
or to such other address as any party may have furnished to
_____________
Health Net, Inc – and agrees to all the terms and provisions of the foregoing Restricted Stock Agreement and to all the terms and provisions of the Health Net, Inc . 1998 Stock Option Plan, as amended to date, incorporated by reference herein.
Health Net, Inc.
Name:
Title:
THE UNDERSIGNED RECIPIENT HEREBY EXPRESSLY
_____________
Health Net, Inc – to all the terms and provisions of the Health Net, Inc. 1998 Stock Option Plan, as amended to date, incorporated by reference herein.
Health Net, Inc .
Name:
Title:
THE UNDERSIGNED RECIPIENT HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT HE/SHE IS AN EMPLOYEE AT WILL AND MAY BE TERMINATED
_____________
Health Net, Inc – and agrees to all the terms and provisions of the foregoing Restricted Stock Agreement and to all the terms and provisions of the Health Net, Inc . 1998 Stock Option Plan, as amended to date, incorporated by reference herein.
Recipient:
[Name]
3
QuickLinks
FORM OF RESTRICTED STOCK AGREEMENT
_____________
dt 230826
| |
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| 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
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
|
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| 2003 |
Adoption Agreement
Adoption Agreement (97K)
Doc #114825: Click preview link for longer preview.
PRINCIPAL FINANCIAL GROUP
PROTOTYPE
FOR
SAVINGS PLANS
THIS IS A 401(k) PROFIT SHARING PLAN.
ADOPTION AGREEMENT
STANDARD
IRS SERIAL NO. K2O5395a
ADOPTION AGREEMENT PLAN NO. 002
TO BE USED WITH BASIC PLAN NO. 02
APPROVED: AUGUST 7, 2001
203
Principal Life
Insurance Company
Des Moines. Iowa 50392-0001
Internal Revenue Service
Department of the Treasury
Plan Description: Prototype Standardized Profit
Sharing Plan with CODA
Dear Applicant:
In our opinion, the form of the plan identified above is acceptable under section 401 of the Internal Revenue Code for use by employers for the benefit of their employees. This opinion relates only to the acceptability of the form of the plan under the Internal Revenue Code. It is not an opinion of the effect of other Federal or local statutes.
You must furnish a copy of this letter to each employer who adopts this plan. You are also required to send a copy of the approved form of the plan, any approved amendments and related documents to Employee Plans Determinations in Cincinnati at the address specified in section 9.11 of Rev. Proc. 2000-20, 2000-6 I.R.B. 553.
This letter considers the changes in qualifications requirements made by the Uruguay Round Agreements Act (GATT), Pub. L. 103-465, the Small Business Job Protection Act of 1996, Pub. L. 104-188, the Uniformed Services Employment and Reemployment Rights Act of 1994, Pub. L. 103-353, the Taxpayer Relief Act of 1997, Pub. L. 105-34, the Internal Revenue Service Restructuring and Reform Act of 1998, Pub. L. 105-206 and the Community Renewal Tax Relief Act of 2000, Pub. L. 106-554. These laws are referred to collectively as GUST.
Our opinion on the acceptability of the form of the plan is not a ruling or determination as to whether an employer's plan qualifies under Code section 401(a). However, an employer that adopts this plan may rely on this letter with respect to the qualification of its plan under Code section 401(a), except as provided below, provided the eligibility requirements and contribution or benefit provisions are not more favorable for highly compensated employees than for other employees. The terms of the plan must be followed in operation. Except as stated below, Employee Plans Determinations will not issue a determination letter with respect to this plan.
114825
|
PFG
As referenced in this Adoption Agreement:
PRINCIPAL FINANCIAL GROUP
–
exhibit10_3
EX-10 8 exhibit10_3.htm EXHIBIT 10.3
Ex. 10.3
PRINCIPAL FINANCIAL GROUP
PROTOTYPE
FOR
SAVINGS PLANS
THIS IS A 401(k) PROFIT SHARING PLAN.
ADOPTION AGREEMENT
STANDARD
IRS SERIAL NO. K2O5395a
ADOPTION AGREEMENT PLAN
_____________
PRINCIPAL FINANCIAL GROUP – Y.
WITHDRAWAL BENEFITS
31
Z.
RETIREMENT AND THE START OF BENEFITS
32
AA.
FORMS OF DISTRIBUTION FOR RETIREMENT BENEFITS
35
AB.
ADOPTING EMPLOYERS
PRINCIPAL FINANCIAL GROUP PROTOTYPE
FOR SAVINGS PLANS
ADOPTION AGREEMENT - STANDARDIZED FORM
(Use black ink to complete the Adoption Agreement.)
A.
This ADOPTION AGREEMENT together with the
_____________
PRINCIPAL FINANCIAL GROUP – PROTOTYPE
FOR SAVINGS PLANS
ADOPTION AGREEMENT - STANDARDIZED FORM
(Use black ink to complete the Adoption Agreement.)
A.
This ADOPTION AGREEMENT together with the PRINCIPAL FINANCIAL GROUP PROTOTYPE BASIC SAVINGS PLAN constitutes (Select (1), (2), or (3).)
1)
[ ] a new plan.
2)
[X] a restatement of an existing plan (and
_____________
"Principal Financial Group – any Prior Plan of an Adopting Employer which is merged with this Plan.
By executing this Adoption Agreement, we, the Employer, adopt the "Principal Financial Group Prototype for Savings Plans" for the exclusive benefit of our Employees. Our selections and specifications contained in this Adoption Agreement and the terms,
_____________
Principal Financial Group – exclusive benefit of our Employees. Our selections and specifications contained in this Adoption Agreement and the terms, provisions, and conditions provided in the Principal Financial Group Prototype Basic Savings Plan constitute our PLAN. No other basic plan may be used with this Adoption Agreement.
It is understood that Principal
_____________
dt 231699
;
| Great Lakes Bancorp Inc.
|
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| 2002 |
Fund Participation Agreement
Fund Participation Agreement (101K)
Doc #128729: Click preview link for longer preview.
FUND PARTICIPATION AGREEMENT
THE PRUDENTIAL SERIES FUND, INC.
{PAGE}
TABLE OF CONTENTS
ARTICLE I. Sale of Fund Shares..........................................4
ARTICLE II. Representations and Warranties...............................8
ARTICLE III. Prospectuses and Proxy Statements; Voting...................11
ARTICLE IV. Sales Material and Information..............................13
ARTICLE V. Fees and Expenses...........................................15
ARTICLE VI. Diversification and Qualification...........................16
ARTICLE VII. Potential Conflicts and Compliance With
Mixed and Shared Funding Exemptive Order ...................19
ARTICLE VIII. Indemnification ............................................21
ARTICLE IX. Applicable Law..............................................31
ARTICLE X. Termination.................................................31
ARTICLE XI. Notices.....................................................34
ARTICLE XII. Miscellaneous...............................................35
SCHEDULE A Contracts...................................................39
SCHEDULE B Designated Portfolios.......................................40
SCHEDULE C Expenses....................................................41
{PAGE}
PARTICIPATION AGREEMENT
-----------------------
AMONG
RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK,
THE PRUDENTIAL SERIES FUND, INC.,
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
AND
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
THIS AGREEMENT, made and entered into as of this ___ day of April, 2000, by
and among RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK (hereinafter
"FGALIC"), a New York life insurance company, on its own behalf and on behalf of
its SEPARATE ACCOUNT B (the "Account"); THE PRUDENTIAL SERIES FUND, INC., an
open-end management investment company organized under the laws of Maryland
(hereinafter the "Fund"); THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
(hereinafter the "Adviser"), a New Jersey mutual insurance company; and
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (hereinafter the "Distributor"), a
Delaware limited liability company.
WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established for variable life insurance policies and/or variable annuity
contracts (collectively, the "Variable Insurance Products") to be offered by
insurance companies, including FGALIC, which have entered into participation
agreements similar to this Agreement (hereinafter "Participating Insurance
Companies"); and
WHEREAS, the beneficial interest in the Fund is divided into several series
of shares, each designated a "Portfolio" and representing the interest in a
particular managed portfolio of securities and other assets; and
2
{PAGE}
WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission (hereinafter the "SEC"), dated March 5, 1999 (File No. IC-23728),
granting Participating Insurance Companies and variable annuity and variable
life insurance separate accounts exemptions from the provisions of sections
9(a), 13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by variable annuity and variable life insurance separate accounts of
life insurance companies that may or may not be affiliated with one another and
qualified pension and retirement plans ("Qualified Plans") (hereinafter the
"Mixed and Shared Funding Exemptive Order"); and
WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and shares of the Portfolio(s) are registered under
the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and
WHEREAS, the Adviser is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and any applicable state securities
laws; and
WHEREAS, the Distributor is duly registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended, (the "1934 Act") and is a member in
good standing of the National Association of Securities Dealers, Inc. (the
"NASD"); and
WHEREAS, FGALIC has registered certain variable annuity contracts supported
wholly or partially by the Account (the "Contracts") under the 1933 Act and said
Contracts are listed in Schedule A attached hereto and incorporated herein by
reference, as such Schedule may be amended from time to time by mutual written
agreement; and
WHEREAS, the Account is a duly organized, validly existing segregated asset
account, established by resolution of the Board of Directors of FGALIC on June
13, 1993 under the
3
{PAGE}
insurance laws of the State of New York, to set aside and invest assets
attributable to the Contracts; and
WHEREAS, FGALIC has registered the Account as a unit investment trust under
the 1940 Act and has registered the securities deemed to be issued by the
Account under the 1933 Act; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, FGALIC intends to purchase shares in the Portfolio(s) listed in
Schedule B attached hereto and incorporated herein by reference, as such
Schedule may be amended from time to time by mutual written agreement (the
"Designated Portfolio(s)"), on behalf of the Account to fund the Contracts, and
the Fund is authorized to sell such shares to unit investment trusts such as the
Account at net asset value; and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Account also intends to purchase shares in other open-end
investment companies or series thereof not affiliated with the Fund (the
"Unaffiliated Funds") on behalf of the Account to fund the Contracts;
NOW, THEREFORE, in consideration of their mutual promises, FGALIC, the
Fund, the Distributor and the Adviser agree as follows:
ARTICLE I. Sale of Fund Shares.
-------------------
1.1. The Fund agrees to sell to FGALIC those shares of the Designated
Portfolio(s) which the Account orders, executing such orders on each Business
Day at the net asset value next computed after receipt by the Fund or its
designee of the order for the shares of the Designated Portfolios. For purposes
of this Section 1.1, FGALIC shall be the designee of the Fund for receipt of
such orders and receipt by such designee shall constitute receipt by the Fund,
provided that the Fund receives notice of any such order by 9:00 a.m. Eastern
time on the next following
128729
|
Prudential
As referenced in this Fund Participation Agreement:
PRUDENTIAL INSURANCE CO – Portfolios.......................................40
SCHEDULE C Expenses....................................................41
{PAGE}
PARTICIPATION AGREEMENT
-----------------------
AMONG
RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK,
THE PRUDENTIAL SERIES FUND, INC.,
THE PRUDENTIAL INSURANCE CO MPANY OF AMERICA,
AND
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
THIS AGREEMENT, made and entered into as of this ___ day of April, 2000,
_____________
PRUDENTIAL INSURANCE CO – the "Account"); THE PRUDENTIAL SERIES FUND, INC., an
open-end management investment company organized under the laws of Maryland
(hereinafter the "Fund"); THE PRUDENTIAL INSURANCE CO MPANY OF AMERICA
(hereinafter the "Adviser"), a New Jersey mutual insurance company; and
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC (hereinafter the "Distributor"), a
Delaware
_____________
Prudential Insurance Co – Prudential Series Fund, Inc.
Gateway Center Three
100 Mulberry Street, 4th Floor
Newark, NJ 07102-4077
Attention: Secretary
If to the Adviser:
The Prudential Insurance Co mpany of America
751 Broad Street, 21st Floor
Newark, NJ 07102
Attention: Secretary
34
{PAGE}
If to the Distributor:
Prudential Investment Management Services
_____________
PRUDENTIAL INSURANCE CO – THE PRUDENTIAL SERIES FUND, INC.
By its authorized officer,
By: /s/ John R. Strangfeld
-----------------------------
Title: President
--------------------------
Date: April 25, 2000
---------------------------
37
{PAGE}
THE PRUDENTIAL INSURANCE CO MPANY OF AMERICA
By its authorized officer,
By: /s/ John R. Strangfeld
-----------------------------
Title: Executive Vice President
--------------------------
Date: April 25, 2000
---------------------------
PRUDENTIAL INVESTMENT MANAGEMENT
_____________
dt 159743
;
The Prudential Series Fund, Inc.;
| Separate Account NY-B of First Golden American Life Insi Co.
|
Preview
Full Doc
| 2002 |
Participation Agreement
Participation Agreement (53K)
Doc #142652: Click preview link for longer preview.
PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this __ day of February, 2002, by
and between MFS FUND DISTRIBUTORS, INC., a Delaware corporation ("MFS"), and
American International Life Assurance Company of New York, a New York
corporation (the "Company"), on its own behalf and on behalf of each of the
segregated asset accounts of the Company listed in Schedule B (the "Account" or
the "Accounts");
WHEREAS, each of the funds which comprise the MFS Family of Funds (certain
of which may from time to time be listed on Schedule A attached hereto) (each, a
"Fund" and collectively, the "Funds") is registered as an open-end investment
company under the Investment Company Act of 1940 as amended (the "1940 Act"),
WHEREAS each Fund is comprised of multiple classes of shares which are or
will be registered under the Securities Act of 1933 as amended (the "1933 Act");
WHEREAS MFS is registered as a broker-dealer with the Securities and
Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as
amended (hereinafter the "1934 Act"), and is a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD");
WHEREAS, MFS serves as distributor for each of the Funds pursuant to the
terms of a Distribution Agreement between each of the Funds and MFS;
WHEREAS, the Company will issue certain group fixed and variable annuity
contracts (individually, the "Policy" or collectively, the "Policies") which, if
required, will be registered under the 1933 Act;
WHEREAS, the Accounts are duly organized, validly existing segregated
asset accounts, established by resolution of the Board of Directors of the
Company, to set aside and invest assets attributable to the aforesaid group
fixed and/or variable annuity contracts that are allocated to the Accounts (the
Policies and the Accounts covered by this Agreement, and each corresponding Fund
covered by this Agreement in which the Accounts invest, is specified in Schedule
A attached hereto as may be modified from time to time);
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase Class A shares in one or more of
the Funds specified in Schedule A attached hereto (the "Shares") on behalf of
the Accounts to fund the Policies, and MFS intends to sell such Shares to the
Accounts;
NOW, THEREFORE, in consideration of their mutual promises, MFS and the
Company agree as follows:
ARTICLE I. Sale of Trust Shares
1.1. MFS agrees to sell to the Company those Shares which the Accounts
order (based on orders placed by Policy holders on that Business Day, as
defined below) and which are available for purchase by such Accounts,
executing such orders on a daily basis at the net asset value next
computed after receipt by MFS or its designee of the order for the Shares.
For purposes of this Section 1.1, the Company shall be the designee of MFS
for receipt of such orders from Policy owners and receipt by such designee
shall constitute receipt by MFS; provided that MFS receives notice of such
orders by 9:00 a.m. Eastern Time on the next following Business Day.
"Business Day" shall mean any day on which the New York Stock Exchange,
Inc. (the "NYSE") is open for trading and on which the Funds calculate
their respective net asset values pursuant to the rules of the SEC.
1.2. MFS agrees to make the Shares available indefinitely for purchase at
the applicable net asset value per share by the Company and the Accounts
on those days on which the Funds calculate their respective net
{PAGE}
asset value pursuant to rules of the SEC and each Fund shall calculate
such net asset value on each day which the NYSE is open for trading.
Notwithstanding the foregoing, MFS may refuse to sell any Shares to the
Company and the Accounts, or suspend or terminate the offering of the
Shares if such action is required by law or by regulatory authorities
having jurisdiction or, pursuant to a determination made by the Board of
Trustees of any Fund acting in good faith and in light of its fiduciary
duties under federal and any applicable state laws, that such action is
necessary in the best interest of the Shareholders of such Fund.
1.3. MFS agrees to redeem for cash, on the Company's request, any full or
fractional Shares held by the Accounts (based on orders placed by Policy
holders on that Business Day), executing such requests on a daily basis at
the net asset value next computed after receipt by MFS or its designee of
the request for redemption. For purposes of this Section 1.3, the Company
shall be the designee of MFS for receipt of requests for redemption from
Policy owners and receipt by such designee shall constitute receipt by
MFS; provided that MFS receives notice of such request for redemption by
9:00 a.m. Eastern Time on the next following Business Day.
1.4. Each purchase, redemption and exchange order placed by the Company
shall be placed separately for each Fund and shall not be netted with
respect to any Fund. However, with respect to payment of the purchase
price by the Company and of redemption proceeds by MFS, the Company and
MFS shall net purchase and redemption orders with respect to each Fund and
shall transmit one net payment for all of the Funds in accordance with
Section 1.5 hereof.
1.5. In the event of net purchases, the Company shall pay for the Shares
by 4:00 p.m. Eastern Time on the next Business Day after an order to
purchase the Shares is made in accordance with the provisions of Section
1.1. hereof. In the event of net redemptions, MFS shall pay the redemption
proceeds by 4:00 p.m. Eastern Time on the next Business Day after an order
to redeem the shares is made in accordance with the provisions of Section
1.3. hereof. All such payments shall be in federal funds transmitted by
wire.
1.6. Issuance and transfer of the Shares will be by book entry only. Stock
certificates will not be issued to the Company or the Accounts. The Shares
ordered from MFS will be recorded in an appropriate title for the Accounts
or the appropriate subaccounts of the Accounts.
1.7. MFS shall furnish same day notice (by wire or telephone followed by
written confirmation) to the Company of any dividends or capital gain
distributions payable on the Shares. The Company hereby elects to receive
all such dividends and distributions as are payable on a Fund's Shares in
additional Shares of that Fund. MFS shall notify the Company of the number
of Shares so issued as payment of such dividends and distributions. The
Company reserves the right to revoke this election and to receive all such
dividends and distributions in cash.
1.8. MFS or its designee shall make the net asset value per share for each
Fund available to the Company on each Business Day as soon as reasonably
practical after the net asset value per share is calculated and shall use
its best efforts to make such net asset value per share available by 6:30
p.m. Eastern Time. In the event that MFS is unable to meet the 6:30 p.m.
time stated herein, it shall provide additional time for the Company to
place orders for the purchase and redemption of Shares. Such additional
time shall be equal to the additional time which MFS takes to make the net
asset value available to the Company. If MFS provides materially incorrect
share net asset value information, MFS shall make an adjustment to the
number of shares purchased or redeemed for the Accounts to reflect the
correct net asset value per share. Any material error in the calculation
or reporting of net asset value per share, dividend or capital gains
information shall be reported promptly upon discovery to the Company.
1.9 The Fund shall transmit to the Company by 8:30 a.m. Eastern Standard
Time on each Business Day a confirmation of any net purchase or redemption
orders for shares of the Fund with a trade date of the second preceding
Business Day. However, on any Business Day that is the first Business Day
of the month,
142652
|
AIG
As referenced in this Participation Agreement:
American International Group, Inc – of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Company:
American International Group, Inc .
80 Pine Street, 13th Floor
New York, NY 10005
Attn: Robert Goldbloom, Pensions Department
If to MFS:
MFS Fund Distributors, Inc.
c/o Massachusetts Financial Services Company
500 Boylston
_____________
dt 1483298
;
MFS Fund Distributors, Inc.;
| American International Life Insurance Company of New York;
Variable Account a American Intl Life Assur Co of New York
|
Preview
Full Doc
| 2002 |
Participation Agreement
Participation Agreement (53K)
Doc #142659: Click preview link for longer preview.
PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this __ day of February, 2002, by
and between MFS FUND DISTRIBUTORS, INC., a Delaware corporation ("MFS"), and AIG
Life Insurance Company, a Delaware corporation (the "Company"), on its own
behalf and on behalf of each of the segregated asset accounts of the Company
listed in Schedule B (the "Account" or the "Accounts");
WHEREAS, each of the funds which comprise the MFS Family of Funds (certain
of which may from time to time be listed on Schedule A attached hereto) (each, a
"Fund" and collectively, the "Funds") is registered as an open-end investment
company under the Investment Company Act of 1940 as amended (the "1940 Act"),
WHEREAS each Fund is comprised of multiple classes of shares which are or
will be registered under the Securities Act of 1933 as amended (the "1933 Act");
WHEREAS MFS is registered as a broker-dealer with the Securities and
Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as
amended (hereinafter the "1934 Act"), and is a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD");
WHEREAS, MFS serves as distributor for each of the Funds pursuant to the
terms of a Distribution Agreement between each of the Funds and MFS;
WHEREAS, the Company will issue certain group fixed and variable annuity
contracts (individually, the "Policy" or collectively, the "Policies") which, if
required, will be registered under the 1933 Act;
WHEREAS, the Accounts are duly organized, validly existing segregated
asset accounts, established by resolution of the Board of Directors of the
Company, to set aside and invest assets attributable to the aforesaid group
fixed and/or variable annuity contracts that are allocated to the Accounts (the
Policies and the Accounts covered by this Agreement, and each corresponding Fund
covered by this Agreement in which the Accounts invest, is specified in Schedule
A attached hereto as may be modified from time to time);
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase Class A shares in one or more of
the Funds specified in Schedule A attached hereto (the "Shares") on behalf of
the Accounts to fund the Policies, and MFS intends to sell such Shares to the
Accounts;
NOW, THEREFORE, in consideration of their mutual promises, MFS and the
Company agree as follows:
ARTICLE I. Sale of Trust Shares
1.1. MFS agrees to sell to the Company those Shares which the Accounts
order (based on orders placed by Policy holders on that Business Day, as
defined below) and which are available for purchase by such Accounts,
executing such orders on a daily basis at the net asset value next
computed after receipt by MFS or its designee of the order for the Shares.
For purposes of this Section 1.1, the Company shall be the designee of MFS
for receipt of such orders from Policy owners and receipt by such designee
shall constitute receipt by MFS; provided that MFS receives notice of such
orders by 9:00 a.m. Eastern Time on the next following Business Day.
"Business Day" shall mean any day on which the New York Stock Exchange,
Inc. (the "NYSE") is open for trading and on which the Funds calculate
their respective net asset values pursuant to the rules of the SEC.
1.2. MFS agrees to make the Shares available indefinitely for purchase at
the applicable net asset value per share by the Company and the Accounts
on those days on which the Funds calculate their respective net
{PAGE}
asset value pursuant to rules of the SEC and each Fund shall calculate
such net asset value on each day which the NYSE is open for trading.
Notwithstanding the foregoing, MFS may refuse to sell any Shares to the
Company and the Accounts, or suspend or terminate the offering of the
Shares if such action is required by law or by regulatory authorities
having jurisdiction or, pursuant to a determination made by the Board of
Trustees of any Fund acting in good faith and in light of its fiduciary
duties under federal and any applicable state laws, that such action is
necessary in the best interest of the Shareholders of such Fund.
1.3. MFS agrees to redeem for cash, on the Company's request, any full or
fractional Shares held by the Accounts (based on orders placed by Policy
holders on that Business Day), executing such requests on a daily basis at
the net asset value next computed after receipt by MFS or its designee of
the request for redemption. For purposes of this Section 1.3, the Company
shall be the designee of MFS for receipt of requests for redemption from
Policy owners and receipt by such designee shall constitute receipt by
MFS; provided that MFS receives notice of such request for redemption by
9:00 a.m. Eastern Time on the next following Business Day.
1.4. Each purchase, redemption and exchange order placed by the Company
shall be placed separately for each Fund and shall not be netted with
respect to any Fund. However, with respect to payment of the purchase
price by the Company and of redemption proceeds by MFS, the Company and
MFS shall net purchase and redemption orders with respect to each Fund and
shall transmit one net payment for all of the Funds in accordance with
Section 1.5 hereof.
1.5. In the event of net purchases, the Company shall pay for the Shares
by 4:00 p.m. Eastern Time on the next Business Day after an order to
purchase the Shares is made in accordance with the provisions of Section
1.1. hereof. In the event of net redemptions, MFS shall pay the redemption
proceeds by 4:00 p.m. Eastern Time on the next Business Day after an order
to redeem the shares is made in accordance with the provisions of Section
1.3. hereof. All such payments shall be in federal funds transmitted by
wire.
1.6. Issuance and transfer of the Shares will be by book entry only. Stock
certificates will not be issued to the Company or the Accounts. The Shares
ordered from MFS will be recorded in an appropriate title for the Accounts
or the appropriate subaccounts of the Accounts.
1.7. MFS shall furnish same day notice (by wire or telephone followed by
written confirmation) to the Company of any dividends or capital gain
distributions payable on the Shares. The Company hereby elects to receive
all such dividends and distributions as are payable on a Fund's Shares in
additional Shares of that Fund. MFS shall notify the Company of the number
of Shares so issued as payment of such dividends and distributions. The
Company reserves the right to revoke this election and to receive all such
dividends and distributions in cash.
1.8. MFS or its designee shall make the net asset value per share for each
Fund available to the Company on each Business Day as soon as reasonably
practical after the net asset value per share is calculated and shall use
its best efforts to make such net asset value per share available by 6:30
p.m. Eastern Time. In the event that MFS is unable to meet the 6:30 p.m.
time stated herein, it shall provide additional time for the Company to
place orders for the purchase and redemption of Shares. Such additional
time shall be equal to the additional time which MFS takes to make the net
asset value available to the Company. If MFS provides materially incorrect
share net asset value information, MFS shall make an adjustment to the
number of shares purchased or redeemed for the Accounts to reflect the
correct net asset value per share. Any material error in the calculation
or reporting of net asset value per share, dividend or capital gains
information shall be reported promptly upon discovery to the Company.
1.9 The Fund shall transmit to the Company by 8:30 a.m. Eastern Standard
Time on each Business Day a confirmation of any net purchase or redemption
orders for shares of the Fund with a trade date of the second preceding
Business Day. However, on any Business Day that is the first Business Day
of the month,
142659
|
AIG
As referenced in this Participation Agreement:
American International Group, Inc – of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Company:
American International Group, Inc .
80 Pine Street, 13th Floor
New York, NY 10005
Attn: Robert Goldbloom, Pensions Department
If to MFS:
MFS Fund Distributors, Inc.
c/o Massachusetts Financial Services Company
500 Boylston
_____________
dt 1483300
;
MFS Fund Distributors, Inc.;
| AIG Life Insurance Company;
Variable Account I of Aig Life Ins Co
|
Preview
Full Doc
| 2003 |
Supplemental Executive Retirement Plan Agreement
Supplemental Executive Retirement Plan Agreement (37K)
Doc #145851: Click preview link for longer preview.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
FOR
BRENT L. PETERS
THIS AGREEMENT is made and entered into this 31st day of May, 2001, by and
between EAST PENN BANK, a Pennsylvania banking institution having a place of
business at 731 Chestnut Street, Emmaus, Pennsylvania 18049 ("Bank"), and BRENT
L. PETERS ("Executive"), an individual residing at 3837 East View Drive,
Orefield, Pennsylvania 18069. This Agreement shall append the Split Dollar
Endorsement entered into on __________________, ______, or as subsequently
amended, by and between the aforementioned parties.
INTRODUCTION
To encourage Executive to remain an employee of Bank, Bank is willing to
provide to Executive with supplemental retirement benefits or to divide the
death proceeds of two life insurance policies on Executive's life. Bank will pay
the benefits and the life insurance premiums from its general assets.
Article 1
General Definitions
The following terms shall have the meanings specified:
1.1 "Affiliate" means any company that controls, is controlled by, or is
under common control with Bank. For this Agreement, company includes any bank,
corporation, general or limited partnership, limited liability companies,
association or similar organization, business trust, or any other trust.
1.2 "Change in Control" means any of the following:
(A) (A) a merger, consolidation or division involving Bank, (B) a
sale, exchange, transfer or other disposition of substantially
all of the assets of Bank, or (C) a purchase by Bank of
substantially all of the assets of another entity, unless (y)
such merger, consolidation, division, sale, exchange,
transfer, purchase or disposition is approved in advance by
seventy-five percent (75%) or more of the members of the Board
of Directors of Bank who are not interested in the transaction
and (z) a majority of the members of the Board of Directors of
the legal entity resulting from or existing after any such
transaction and of the Board of Directors of such entity's
parent corporation, if any, are former members of the Board of
Directors of Bank; or
{PAGE}
(B) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")),
other than Bank or any "person" who on the date hereof is a
director or officer of Bank, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of Bank representing
twenty-five (25%) percent or more of the combined voting power
of Bank's then outstanding securities, or
(C) during any period of two (2) consecutive years during the term
of Executive's employment under this Agreement, individuals
who at the beginning of such period constitute the Board of
Directors of Bank cease for any reason to constitute at least
a majority thereof, unless the election of each director who
was not a director at the beginning of such period has been
approved in advance by directors representing at least
two-thirds of the directors then in office who were directors
at the beginning of the period; or
(D) any other change in control of Bank similar in effect to any
of the foregoing.
Notwithstanding anything else to the contrary set forth in this Agreement,
if (i) an agreement is executed by Bank providing for any of the transactions or
events constituting a Change in Control as defined herein, and the agreement
subsequently expires or is terminated without the transaction or event being
consummated, and (ii) Executive's employment did not terminate during the period
after the agreement and prior to such expiration or termination, for purposes of
this Agreement it shall be as though such agreement was never executed and no
Change in Control event shall be deemed to have occurred as a result of the
execution of such agreement.
1.3 "Disability" means Executive suffering a physical or mental
impairment, which, in the judgment of a physician satisfactory to Bank, prevents
Executive from performing all of the essential job functions of Executive's
position on a full time basis with or without reasonable accommodation and
without posing a direct threat to himself or others, for a period of one hundred
eighty days. As a condition to any benefits, Bank may require Executive to
submit to such physical or mental evaluations and tests as Bank's Board of
Directors deems appropriate.
1.4 "Bank" or "Corporation" means East Penn Bank
1.5 "Insured" means Executive.
1.6 "Insurer" means The MONY Group and ING Southland.
1.7 "Policy" means The MONY Group insurance policy no. B25014666 and ING
Southland insurance policy no. 06 009 3702.
145851
| East Penn Bank;
| Brent L. Peters;
East Penn Financial Corp
|
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Full Doc
| 1996 |
Participation Agreement
Participation Agreement (46K)
Doc #146113: Click preview link for longer preview.
AIM VARIABLE INSURANCE FUNDS, INC.
PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 25th day of February, 1993 by and
between CONNECTICUT GENERAL LIFE INSURANCE COMPANY ("CG LIFE") on its own behalf
and on behalf of CG VARIABLE ANNUITY SEPARATE ACCOUNT (the "SEPARATE ACCOUNT"),
and the AIM VARIABLE INSURANCE FUNDS, INC. (the "FUND") and AIM DISTRIBUTORS,
INC. ("DISTRIBUTOR").
WITNESSETH
WHEREAS, CG LIFE and A I M MANAGEMENT GROUP INC. have entered into an
agreement dated June 30, 1992 entitled "PRODUCT DEVELOPMENT AGREEMENT" to
jointly develop a variable annuity product; and
WHEREAS, the FUND has been organized for investment of life insurance
companies' customers through separate accounts; and
WHEREAS, CG LIFE intends to purchase shares in the FUND on behalf of the
SEPARATE ACCOUNT; and
WHEREAS, DISTRIBUTOR is authorized to sell such shares to the SEPARATE
ACCOUNT;
NOW, THEREFORE, in consideration of the covenants, mutual promises herein
contained and other good and valuable consideration the receipt and legal
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the Parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 The Parties agree that the following terms shall have the meanings set
forth below:
Board - The Board of Directors of the FUND;
Business Day - Any day on which the FUND computes its net asset value pursuant
to rules of the SEC and as described in the Prospectus for the FUND.
Code - The Internal Revenue Code of 1986, as amended;
Contract(s) - Any individual or group variable annuity contract or combination
fixed and variable annuity contract or certificate issued under a
1
{PAGE}
group contract by CG LIFE or any of its affiliates which provides for the FUND
as an investment through the SEPARATE ACCOUNT;
Distribution Agreement - The Agreement between the FUND and DISTRIBUTOR dated
___________________ concerning the sale and distribution of FUND shares;
General Account - The assets of CG LIFE other than those allocated to the
SEPARATE ACCOUNT or any other separate accounts of CG LIFE established under
Connecticut insurance statutes;
NASD - The National Association of Securities Dealers, Inc.;
Owners - The person, persons, entity, or entities entitled to the ownership
rights stated in the Contracts;
Participants - Individuals who participate under group Contracts;
Portfolio - A separate class or series of shares of the FUND constituting an
investment sub-account as described in the FUND Prospectus with investment
objectives, policies and restrictions distinct from the other investment sub-
accounts of the FUND;
Prospectus - The current prospectus and corresponding statement of additional
information for either the FUND or the Contracts;
Sales Literature - Advertisements (such as material published, or designed for
use, in a newspaper, magazine or other periodical, radio, television, telephone
or tape recording, videotape display, signs or billboards, motion pictures or
other public media), sales literature (such as any written communication
distributed or made generally available to customers or the public, including
brochures, circulars, research reports, market letters, form letters, seminar
texts, or reprints or excerpts of any other advertisement, sales literature, or
published article), registration statements, prospectuses, statements of
additional information, shareholder reports and proxy materials, and any other
material constituting sales literature or advertising under NASD rules, the 1940
Act or the 1933 Act.
SEC - The United States Securities and Exchange Commission;
1940 Act - The Investment Company Act of 1940 including the rules thereunder;
1933 Act - The Securities Act of 1933 including the rules thereunder;
1934 Act - The Securities Exchange Act of 1934 including the rules thereunder;
146113
| CG Variable Annuity Separate Account;
| AIM Variable Insurance Funds, Inc.;
AIM Distributors, Inc.
|
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
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
| |
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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
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
| | |
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| 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
| | |
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| 2003 |
Adoption Agreement
Adoption Agreement (526K)
Doc #187126: Click preview link for longer preview.
METROPOLITAN LIFE INSURANCE COMPANY
ADOPTION AGREEMENT
FOR A
NON-STANDARDIZED
401(k)/PROFIT SHARING PLAN
BY SIGNING THIS ADOPTION AGREEMENT, YOU (THE EMPLOYER) ARE ADOPTING OR AMENDING
A 401(k)/PROFIT SHARING PLAN FOR THE BENEFIT OF YOUR ELIGIBLE EMPLOYEES. THE
TERMS OF THE PLAN ARE CONTAINED IN THE METROPOLITAN LIFE INSURANCE COMPANY
DEFINED CONTRIBUTION BASIC PLAN DOCUMENT AND IN THIS ADOPTION AGREEMENT.
PLEASE FILL OUT THIS ADOPTION AGREEMENT COMPLETELY AND PROPERLY. FAILURE TO DO
SO MAY RESULT IN PLAN DISQUALIFICATION. PLEASE TYPE OR PRINT CLEARLY WITH A PEN;
DO NOT USE A PENCIL. PLEASE MAKE A COPY OF THIS ADOPTION AGREEMENT FOR YOUR
RECORDS.
PART A - GENERAL INFORMATION (PLAN SECTIONS 2.9, 2.20)
--------------------------------------------------------------------------------
A.1 NAME OF PLAN: This Plan shall be known as the Select Comfort Profit
---------------------
Sharing and 401(k) Plan
-----------------------
A.2. NAME OF THE EMPLOYER: Select Comfort Corporation
--------------------------
A.3. EMPLOYER TAX IDENTIFICATION NUMBER: 41-1597886
----------
A.4. EMPLOYER'S ADDRESS: 6104 Trenton Lane North, Plymouth, MN 55442
-------------------------------------------
A.5. EMPLOYER'S TELEPHONE NUMBER: (763) 551-8770
--------------
A.6. TYPE OF BUSINESS ENTITY:
[ ] Sole Proprietor [ ] S Corporation
[ ] Partnership |X| C Corporation
[ ] Limited Liability Partnership [ ] Tax-Exempt Organization
[ ] Limited Liability Company [ ] Governmental Entity
[ ] Other
-----------------
A.7. DATE EMPLOYER'S BUSINESS COMMENCED: February 1987
-------------
A.8. LAST DAY OF EMPLOYER'S TAXABLE YEAR: December 31
-----------
(month/day)
A.9. PLAN NUMBER: 001
---
(C) 2000, METROPOLITAN LIFE INSURANCE COMPANY
ALL RIGHTS RESERVED.
1
{PAGE}
A.10. PLAN YEAR (PLAN SECTION 2.23)
The Plan Year is the Employer's Taxable Year unless another 12
consecutive month period is selected below.
[ ] Indicate last day of Plan Year if other than the Employer's
Taxable Year ___________
(month/day)
[ ] For short Plan Years created by this Adoption Agreement, the
Plan Year will be the period commencing on ___________ and
ending on ___________; (month/day)
(month/day)
thereafter, the Plan Year will be the 12 month period ending
on ___________.
(month/day)
A.11. LIMITATION YEAR (PLAN SECTION 13.1(h))
For the purpose of determining whether the Plan has limited the
Participants' Annual Additions under IRC Section 415, the Limitation
Year is the Plan Year.
A.12. NAME OF PLAN(S) BEING AMENDED: Select Comfort Profit Sharing and
401(k) Plan ---------------------------------
-----------
Original Effective Date(s): January 1, 1994
---------------
A.13. ADOPTION OR AMENDMENT OF PLAN (COMPLETE ONE OF THE FOLLOWING.)
(PLAN SECTION 2.6)
[ ] The Effective Date of the new Plan established by the
execution of this Adoption Agreement is: _________ (CANNOT BE
EARLIER THAN THE FIRST DAY OF THE PLAN YEAR IN WHICH THIS PLAN
IS ADOPTED. PLEASE NOTE, HOWEVER, THAT UNDER NO CIRCUMSTANCES
MAY 401(k) SAVINGS CONTRIBUTIONS COMMENCE PRIOR TO THE DATE
THIS PLAN IS ADOPTED.)
|X| The Effective Date of Amendment(s) adopted by the execution of
this Adoption Agreement is: January 1, 1997 unless specified
otherwise. --------------------------------
----------
(SPECIAL NOTE: IF THIS PLAN IS ADOPTED OR AMENDED EFFECTIVE AS OF THE 1997,
1998, 1999, 2000 OR 2001 PLAN YEAR, THEN THE PROVISIONS OF SECTIONS C.3 (SAFE
HARBOR CONTRIBUTIONS), C.6 (ADP/ACP TESTING METHOD), C.7, (DETERMINATION OF
HIGHLY COMPENSATED EMPLOYEES) D.8 (MINIMUM DISTRIBUTIONS AND CASH-OUT OF ACCOUNT
BALANCES) ARE EFFECTIVE FOR THE 2002 PLAN YEAR AND LATER. THE OPERATION OF THE
PROVISIONS OF THESE SECTIONS DURING THE 1997-2001 PLAN YEARS, TO THE EXTENT
APPLICABLE, IS REFLECTED IN SECTION G OF THIS ADOPTION AGREEMENT)
A.14. FROZEN PLAN AMENDMENT
[ ] EFFECTIVE ______________, THIS PLAN IS FROZEN. ALL
CONTRIBUTIONS TO THE PLAN WILL CEASE AND NO NEW PARTICIPANTS
WILL BE ALLOWED TO ENTER THE PLAN. (If elected, skip Parts B
and C.1 - C.5. Go directly to Part C.6.).
187126
| | Select Comfort Corp
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| 2004 |
Deferred Stock Unit Agreement [Form]
Deferred Stock Unit Agreement [Form] (12K)
Doc #192770: Click preview link for longer preview.
FORM OF DEFERRED STOCK UNIT AGREEMENT
This Deferred Stock Unit Agreement is dated as of August 6, 2003, and is between (NAME, ADDRESS), and CIGNA Corporation, 1650 Market Street, Philadelphia, Pennsylvania, 19192, a Delaware corporation.
You and CIGNA, intending to be legally bound and in consideration of the promises in this Agreement, mutually agree as follows:
1. Definitions. Under this Agreement, these terms shall have the following meanings:
(a)
"Agreement" - this Deferred Stock Unit Agreement.
(b)
CIGNA CIGNA Corporation, or a successor.
(c)
CIGNA Company CIGNA Corporation and/or any CIGNA Corporation subsidiary.
(d)
Deferred Plan the CIGNA Deferred Compensation Plan.
(e)
Grant Date August 6, 2003.
(f)
Payment Date the January following your Termination of Employment.
(g)
Stock Plan the CIGNA Corporation Stock Plan, or a successor plan.
(h)
Units the deferred stock units described in paragraph 2.
(i)
Vesting Date the date your right to Units vests under paragraphs 3, 4 or 5.
(j)
Change of Control, Committee, Disability, Retirement, Termination of Employment and Termination upon a Change of Control all as defined in Section 2.1 of the Stock Plan.
192770
|
CIGNA
As referenced in this Deferred Stock Unit Agreement [Form]:
CIGNA Corp – Schedule regarding Deferred Stock Unit Agreements
dated August 6, 2003 with Messrs. Hanway, Bell and Wolf
and Ms. Soltz
On August 6, 2003, CIGNA Corp oration entered into Deferred Stock Unit Agreements with Messrs. Hanway, Bell and Wolf and Ms. Soltz. Under these agreements, Mr. Hanway received 100,
_____________
CIGNA Corp – OF DEFERRED STOCK UNIT AGREEMENT
This Deferred Stock Unit Agreement is dated as of August 6, 2003, and is between (NAME, ADDRESS), and CIGNA Corp oration, 1650 Market Street, Philadelphia, Pennsylvania, 19192, a Delaware corporation.
You and CIGNA, intending to be legally bound and in consideration of the
_____________
CIGNA Corp – as follows:
1. Definitions. Under this Agreement, these terms shall have the following meanings:
(a)
"Agreement" - this Deferred Stock Unit Agreement.
(b)
CIGNA CIGNA Corp oration, or a successor.
(c)
CIGNA Company CIGNA Corporation and/or any CIGNA Corporation subsidiary.
(d)
Deferred Plan the CIGNA Deferred Compensation Plan.
(
_____________
CIGNA Corp – terms shall have the following meanings:
(a)
"Agreement" - this Deferred Stock Unit Agreement.
(b)
CIGNA CIGNA Corporation, or a successor.
(c)
CIGNA Company CIGNA Corp oration and/or any CIGNA Corporation subsidiary.
(d)
Deferred Plan the CIGNA Deferred Compensation Plan.
(e)
Grant Date August 6, 2003.
(f)
Payment
_____________
CIGNA Corp – meanings:
(a)
"Agreement" - this Deferred Stock Unit Agreement.
(b)
CIGNA CIGNA Corporation, or a successor.
(c)
CIGNA Company CIGNA Corporation and/or any CIGNA Corp oration subsidiary.
(d)
Deferred Plan the CIGNA Deferred Compensation Plan.
(e)
Grant Date August 6, 2003.
(f)
Payment Date the January following your
_____________
dt 147978
| |
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| 2003 |
Restricted Stock Unit Agreement
Restricted Stock Unit Agreement (11K)
Doc #192983: Click preview link for longer preview.
RESTRICTED STOCK UNIT AGREEMENT
This Restricted Stock Unit Agreement is dated as of July 23, 2003, and is between John Y. Kim, who resides at ___________________________ and CIGNA Corporation, 1650 Market Street, Philadelphia, Pennsylvania, 19192, a Delaware corporation.
You and CIGNA Corporation, intending to be legally bound and in consideration of the promises in this Agreement, mutually agree as follows:
1.
Definitions. Under this Agreement, these terms shall have the following meanings:
(a)
Agreement this Restricted Stock Unit Agreement.
(b)
Business the assets and operations that as of the Grant Date constitute the CIGNA Retirement & Investment Services Division.
(c)
Change of Control defined in Section 2.1 of the Stock Plan and refers to a change of control of CIGNA Corporation. The term does not include a sale by CIGNA Corporation of the Business, any change in the ownership of a CIGNA Corporation subsidiary, or a sale of less than all or substantially all of CIGNA Corporations assets.
(d)
CIGNA CIGNA Corporation and/or any CIGNA Corporation subsidiary.
(e)
Closing the effective date of a sale by CIGNA of the Business to an entity unaffiliated with CIGNA Corporation.
(f)
Committee the People Resources Committee of CIGNA Corporations Board of Directors or any successor committee with responsibility for compensation.
(g)
Disability permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code.
(h)
Grant Date July 23, 2003.
(i)
Stock Plan the CIGNA Corporation Stock Plan, or a successor plan.
192983
|
CIGNA
As referenced in this Restricted Stock Unit Agreement:
CIGNA Corp – This Restricted Stock Unit Agreement is dated as of July 23, 2003, and is between John Y. Kim, who resides at ___________________________ and CIGNA Corp oration, 1650 Market Street, Philadelphia, Pennsylvania, 19192, a Delaware corporation.
You and CIGNA Corporation, intending to be legally bound and in consideration of
_____________
CIGNA Corp – is between John Y. Kim, who resides at ___________________________ and CIGNA Corporation, 1650 Market Street, Philadelphia, Pennsylvania, 19192, a Delaware corporation.
You and CIGNA Corp oration, intending to be legally bound and in consideration of the promises in this Agreement, mutually agree as follows:
1.
Definitions. Under this
_____________
CIGNA Corp – Services Division.
(c)
Change of Control defined in Section 2.1 of the Stock Plan and refers to a change of control of CIGNA Corp oration. The term does not include a sale by CIGNA Corporation of the Business, any change in the ownership of a CIGNA Corporation
_____________
CIGNA Corp – 1 of the Stock Plan and refers to a change of control of CIGNA Corporation. The term does not include a sale by CIGNA Corp oration of the Business, any change in the ownership of a CIGNA Corporation subsidiary, or a sale of less than all or substantially
_____________
CIGNA Corp – of CIGNA Corporation. The term does not include a sale by CIGNA Corporation of the Business, any change in the ownership of a CIGNA Corp oration subsidiary, or a sale of less than all or substantially all of CIGNA Corporations assets.
(d)
CIGNA CIGNA Corporation and/or any
_____________
dt 147979
;
| John Y. Kim
|
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| 2003 |
Unit Agreement
Unit Agreement (70K)
Doc #193031: Click preview link for longer preview.
UNIT AGREEMENT
Dated as of , 2003,
AMONG:
(1)
AEGON N.V., a Netherlands public company;
(2)
AEGON Funding Corp., a company incorporated under the laws of the State of Delaware;
(3)
AEGON Funding Corp. II, a company incorporated under the laws of the State of Delaware (each of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II, an Issuer and, collectively, the Issuers);
(4)
[ ], acting solely as unit agent under this Agreement (in its capacity as unit agent, the Agent, except to the extent that this Agreement specifically states that the Agent is acting in another capacity);
(5)
Citibank, N.A., as trustee under the Indenture described below (in its capacity as trustee under the Indenture described below, the Trustee);
(6)
[ ], as purchase contract agent under the Purchase Contract Agreement described below (in its capacity as the purchase contract agent under the Purchase Contract Agreement described below, the Purchase Contract Agent); and
(7)
[ ], as warrant agent under the Warrant Agreement described below (in its capacity as warrant agent under the Warrant Agreement described below, the Warrant Agent).
WHEREAS
(A)
the Issuers have entered into an Indenture dated as of October 11, 2001 between the Issuers and Citibank, N.A., as Trustee (the Indenture);
(B)
the Issuers have entered into a Purchase Contract Agreement dated as of [ ] between the Issuers and [ ], as Purchase Contract Agent (the Purchase Contract Agreement);
(C)
the Issuers have entered into a Warrant Agreement dated as of [ ] between the Issuers and [ ], as Warrant Agent (the Warrant Agreement);
(D)
the Issuers desire to provide for the issuance of units (the Units) consisting of one or more Notes, Warrants, Guarantees and/or Purchase Contracts, each as defined below, or any combination thereof; and
(E)
the Issuers desire the Agent to act on behalf on the Issuers, and the Agent is willing so to act, in connection with the issuance and exercise of Units and the registration, transfer, exchange and replacement of Unit Certificates (Unit Certificates) and other matters as provided herein.
NOW, THEREFORE, for due and adequate consideration, the parties hereto hereby agree as follows:
3
1.
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
1.1
Definitions
For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(a)
the terms defined in this Section have the meanings assigned to them in this Section and include the plural as well as the singular;
(b)
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the Netherlands in effect at the time of any computation; and
(c)
the words herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision.
Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control, with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing.
Agent means the Person named as the Agent in the first paragraph of this Agreement until a successor Agent shall have become such pursuant to the applicable provisions of this Agreement, and thereafter Agent shall mean such successor Person.
Agreement means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto entered into pursuant to the applicable provisions hereof.
Automatic Separation Date has the meaning specified in Section 4.1.
Board of Directors means the Supervisory Board, Executive Board or board of directors of any Issuer or any other committee duly authorized to act on its behalf with respect to this Agreement.
Board Resolution means one or more resolutions certified by the Secretary or an Assistant Secretary of any Issuer to have been duly adopted or consented to by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Agent.
Corporate Trust Office means the office of the Agent at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at [ ].
Definitive, when used immediately before a term representing a Security, shall refer to the definitive form for that Security.
Definitive Security means any Security in definitive form.
Definitive Unit means any Unit comprised of Definitive Securities.
Definitive Unit Certificate means a Certificate for a Definitive Unit.
Depositary means DTC or any successor as the Holder of any Global Units.
193031
|
AEGON
As referenced in this Unit Agreement:
AEGON –
Unit Agreement
EX-4.14 11 dex414.htm UNIT AGREEMENT
UNIT AGREEMENT
Dated as of , 2003,
AMONG:
(1)
AEGON N.V., a Netherlands public company;
(2)
AEGON Funding Corp., a company incorporated under the laws of the State of Delaware;
(3)
AEGON
_____________
AEGON – 4.14 11 dex414.htm UNIT AGREEMENT
UNIT AGREEMENT
Dated as of , 2003,
AMONG:
(1)
AEGON N.V., a Netherlands public company;
(2)
AEGON Funding Corp., a company incorporated under the laws of the State of Delaware;
(3)
AEGON Funding Corp. II, a company incorporated under the
_____________
AEGON – AEGON N.V., a Netherlands public company;
(2)
AEGON Funding Corp., a company incorporated under the laws of the State of Delaware;
(3)
AEGON Funding Corp. II, a company incorporated under the laws of the State of Delaware (each of AEGON N.V., AEGON Funding Corp. and
_____________
AEGON – of the State of Delaware;
(3)
AEGON Funding Corp. II, a company incorporated under the laws of the State of Delaware (each of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II, an Issuer and, collectively, the Issuers);
(4)
[ ], acting solely as unit agent under
_____________
AEGON – of Delaware;
(3)
AEGON Funding Corp. II, a company incorporated under the laws of the State of Delaware (each of AEGON N.V., AEGON Funding Corp. and AEGON Funding Corp. II, an Issuer and, collectively, the Issuers);
(4)
[ ], acting solely as unit agent under this Agreement (in
_____________
dt 229884
;
Citibank
As referenced in this Unit Agreement:
Citibank, N.A. – as unit agent, the Agent, except to the extent that this Agreement specifically states that the Agent is acting in another capacity);
(5)
Citibank, N.A. , as trustee under the Indenture described below (in its capacity as trustee under the Indenture described below, the Trustee);
(6)
[ ], as purchase
_____________
Citibank, N.A. – below, the Warrant Agent).
WHEREAS
(A)
the Issuers have entered into an Indenture dated as of October 11, 2001 between the Issuers and Citibank, N.A. , as Trustee (the Indenture);
(B)
the Issuers have entered into a Purchase Contract Agreement dated as of [ ] between the Issuers and [ ], as
_____________
dt 146273
;
| AEGON Funding Corp. II
|
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| 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
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 �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 . . .
241086
|
WellChoice
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
| |