EXHIBIT 4(e)
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STOCK AND RESTRICTED STOCK AWARD AGREEMENT
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This STOCK AND RESTRICTED STOCK AWARD AGREEMENT (the "Agreement"),
dated as of ___________, 1997, is between THE GUARANTEE LIFE COMPANIES INC., a
Delaware corporation (the "Company"), and _______________.
Shares of the Company's common stock, par value $0.01 per share (the
"Shares"), evidenced by this Agreement are granted to you by the Compensation
Committee of the Board of Directors of the Company (the "Committee"), pursuant
to the Guarantee Life Insurance Company Bonus Stock Program.
1. Grant of Elective Shares
This Agreement confirms that you elected to receive a portion of the
bonus award that otherwise would have been payable to you in cash under the
Guarantee Life Insurance Company Incentive Compensation Plan for your 1996
services in the form of Shares, and have been awarded ______ Shares (the
"Elective Shares") in respect of such election, based on the closing price of a
Share on February 27, 1997 (the "Grant Date"). Your rights in respect of your
Elective Shares shall be fully vested and nonforfeitable at all times.
2. Grant of Matching Shares
In addition to the Elective Shares described in Section 1, you have
also been awarded ______ additional Shares (the "Matching Shares") under the
Bonus Stock Program, subject to the terms and conditions set forth below.
3. Vesting of Matching Shares
(a) Normal Vesting Date. Except as otherwise provided below, your
rights in respect of your Matching Shares shall vest on the third anniversary of
the date of grant (the "Normal Vesting Date").
(b) Termination of Employment. Except as otherwise provided below,
if your employment with the Company and each of its subsidiaries terminates
prior to the Normal Vesting Date due to your (i) death, (ii) long-term
disability (as determined in accordance with the Guarantee Life Insurance
Company's generally applicable policies and procedures), or (iii) retirement at
or after age 60, your Matching Shares shall become fully vested and
nonforfeitable as of the date of your termination of employment. Any Matching
Shares which have not become vested on or before the date your employment with
the Company and each of its subsidiaries terminates for any reason other than
those described in the immediately preceding sentence shall be forfeited without
any payment therefor.
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(c) Forfeiture Due to Sale of Stock. Notwithstanding anything
contained herein to the contrary, your unvested Matching Shares will be
forfeited without any payment therefor if, prior to the Normal Vesting Date or
any earlier vesting date applicable under this Agreement, you sell or otherwise
dispose of any Shares you own (including, without limitation, your Elective
Shares and any Shares held for your benefit under any employee benefit plan of
the Company or any subsidiary) other than (i) with the approval of the Chief
Executive Officer and the Committee, but only to the extent they determine such
sale to be necessary to meet a financial hardship or (ii) by gift to a member of
your immediate family (or a trust or other entity for the benefit of yourself
and your immediate family members), so long as such family member, trust or
other entity does not sell any Shares after the date of such gift and prior to
the Normal Vesting Date or any earlier vesting date applicable under this
Agreement.
4. Acceleration Event
Notwithstanding anything in Section 3 hereof to the contrary, upon the
occurrence of a Change in Control (as defined in the Company's Executive
Severance Plan), your Matching Shares shall be fully vested.
5. Restrictions on Shares
You agree not to sell, exchange, transfer, pledge, hypothecate or
otherwise dispose of any Matching Shares (or any new, additional or different
Shares received pursuant to Section 6 hereof) prior to vesting pursuant to
Sections 3 or 4 of this Agreement; provided that nothing in this Agreement shall
preclude you from transferring any of the Matching Shares to any member of your
immediate family, to a trust all the beneficiaries of which are you and/or
members of your immediate family or to a partnership all the partners of which
are you and/or members of your immediate family (the "Permitted Assigns"), so
long as, in each case, the transferee acknowledges in writing that the
restrictions set forth in this Agreement shall continue to apply to such Shares
in accordance with the terms hereof. The foregoing restriction shall be in
addition to any restriction on your ability to sell, exchange, transfer, pledge,
hypothecate or otherwise dispose of any Shares under the federal or any state
securities laws. Any attempt by you to sell, transfer, pledge, assign or
otherwise dispose of the Matching Shares to any person other than a Permitted
Assign shall constitute an immediate forfeiture of such Matching Shares.
Each certificate representing Shares of Matching Stock granted pursuant to the
Plan shall bear the following legend: The sale of other transfer of the Shares
of stock represented by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on transfer as set forth in
the Guarantee Life Insurance Company Incentive Compensation Plan, and in a Stock
and Restricted Stock Agreement dated as of [ ]. A copy of the Plan
and such Stock and Restricted Stock Agreement may be obtained from the Secretary
of The Guarantee Life Companies Inc.
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6. Conversions and Property Distributions
In the event your Matching Shares are exchanged for or converted into
securities other than Shares or in the event that any distribution is made with
respect to such Matching Shares either in Shares or in other property or by way
of an extraordinary cash dividend, the securities or other property or cash that
are otherwise payable in respect of your Matching Shares shall be subject to the
same restrictions as apply to such Matching Shares.
7. Interpretation, etc.
This Agreement shall be administered by the Committee. All
determinations by the Committee as to any matter, including matters of
interpretation of this Agreement, shall be conclusive and binding upon you and
the Company.
8. Withholding
The Company shall have the right to deduct any taxes required by law
to be withheld in respect of the Shares issuable to you in accordance with the
terms of this Agreement. No Shares shall be issued unless and until
arrangements satisfactory to the Committee have been made to satisfy any
applicable withholding tax obligations.
9. No Right of Employment
Nothing in this Agreement and no action by the Company, the Board or
the Committee in establishing or administering this Agreement shall be construed
as giving you the right to be retained in the employ of the Company or any of
its subsidiaries.
10. Notices
You shall be responsible for furnishing the Committee with the current
and proper address for the mailing of notices and delivery of agreements, Shares
and cash pursuant to this Agreement. Any notices required or permitted to be
given shall be in writing and deemed given if directed to the person to whom
addressed at such address and mailed by regular United States mail, first-class
and prepaid. If any item mailed to such address is returned as undeliverable to
the addressee, mailing will be suspended until you furnish the proper address.
Notice may also be given by telegram, telex or cable. Notice shall be effective
upon receipt. This provision shall not be construed as requiring the mailing of
any notice or notification if such notice is not required under the terms of
this Agreement or any applicable law. Notice to the Committee shall be given as
follows:
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The Guarantee Life Companies Inc.
Guarantee Centre
0000 Xxxxxx Xxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Attn: Human Resources Department
11. Entire Agreement
This Agreement embodies the entire agreement and understanding between
the Company and you with respect to the subject matter hereof and may not be
changed, modified or terminated orally, but only by a written instrument
executed by the Company and you.
12. Amendments
The Committee shall have the right, from time to time, to amend this
Agreement provided that no such amendment shall impair your rights under this
Agreement without your consent. The Company shall give written notice to you of
any such alteration or amendment of this Agreement as promptly as practicable
after the adoption thereof. This Agreement may also be amended in a written
document signed by both you and the Company.
13. Governing Law
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of Delaware, without regard to its choice of
law provisions.
14. Severability of Provisions
If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof, and this Agreement shall be construed and enforced as if such
provisions had not been included.
15. Headings and Captions
The headings and captions herein are provided for reference and
convenience only, shall not be considered part of this Agreement and shall not
be employed in the construction of this Agreement.
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IN WITNESS WHEREOF, the Company and you have duly executed this
Agreement.
THE GUARANTEE LIFE COMPANIES INC.
By: __________________________________
__________________________________
EXECUTIVE Its: ___________________________________
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