EXHIBIT 10.4.1
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is made and entered into as of the date
indicated on the signature page under "Date of Agreement" by and between MGIC
Investment Corporation, a Wisconsin corporation (the "Company"), and the
employee of Mortgage Guaranty Insurance Corporation whose signature is set forth
on the signature page hereto (the "Employee").
INTRODUCTION
The Company is granting options to purchase shares of the Company's
Common Stock, $1.00 par value per share (the "Stock"), to the Employee under the
MGIC Investment Corporation 1991 Stock Incentive Plan, as amended (the "Plan")
and this Agreement.
This Agreement consists of this instrument and the Incorporated Terms
Dated As of January 23, 2002 to Stock Option Agreement (the "Incorporated
Terms"), which although not attached to this instrument, are part of this
Agreement and are being sent to the Employee as indicated in Paragraph 1(b)
below.
The parties mutually agree as follows:
1. (a) The Company hereby grants to the Employee the right and option
(the "Stock Option") to purchase from the Company, on the terms and conditions
herein set forth, the number of shares of Common Stock set forth on the
signature page hereof after "Number of Shares" (the "Option Shares"), at a
purchase price per share set forth on the signature page after "Option Price Per
Share" (the "Option Price"), exercisable as hereinafter stated; provided,
however, that such number of shares and/or Option Price is subject to adjustment
as provided in Section 6 of this Stock Option Agreement. The Stock Option shall
be exercisable in whole or in part, to the extent provided in Section 4 hereof.
As a condition of the grant of the Stock Option, Employee must execute this
Agreement and an agreement not to compete in the form provided to the Employee
by the Company. The Stock Option is a nonstatutory stock option and not an
Incentive Stock Option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended.
(b) The Incorporated Terms are incorporated in this instrument with the
same effect as if they were physically set forth in this instrument. The
Incorporated Terms and this instrument constitute a single agreement which is
referred to as "this Agreement." The terms "herein," "hereof," "above" and
similar terms used in this Agreement refer to this Agreement and not to this
instrument or the Incorporated Terms. The Employee is receiving the text of the
Incorporated Terms as an attachment to an e-mail dated on or about that refers
to this Agreement. The Company is hereby advising the Employee to print and
retain a copy of the Incorporated Terms. The Employee agrees if there is any
difference between the text of the Incorporated Terms received as indicated
above and the text of the Incorporated Terms retained by the Company's Secretary
in connection with the meeting of the Management Development Committee, the text
of the copy retained by the Secretary will control.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer, and the Employee has hereunto affixed his hand
and seal, all as of the day and year set forth below.
Date of Agreement:
MGIC INVESTMENT CORPORATION
By:____________________________________________
Title: President and Chief Executive Officer
Sign Here: (SEAL)
-----------------------------------------
Name of Employee:
Number of Shares:
Option Price Per Share: $
Final Termination Date:
(See Section 4(b)(iv) of Incorporated Terms)
VESTING SCHEDULE
(See Section 4(a) of Incorporated Terms)
Date: Percent Exercisable or Vested:
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Prior to 0%
20%
40%
60%
80%
100%
-2-