Cobalt Corporation Equity Incentive Plan
Restricted Stock Award Agreement
Award Agreement
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You have been selected to be a Participant in the Cobalt Corporation Equity
Incentive Plan (the "Plan"), as specified below:
Participant:_______________________________________________ ("You")
Number of Shares of Restricted Stock:______________________ ("Restricted Stock")
Share Price:_______________________________________________
Date of Grant:_____________________________________________ ("Date of Grant")
THIS AWARD AGREEMENT, effective as of the Date of Grant set forth above, is
between Cobalt Corporation, a Wisconsin corporation (the "Company") and the
Participant named above. This Award Agreement and the Plan together govern the
Participant's rights under the Plan and set forth all of the conditions and
limitations affecting such rights. Capitalized terms used in this Award
Agreement shall have the meanings ascribed to them in this Award Agreement, the
Participant's employment agreement, or in the Plan. If there is any
inconsistency between the terms of this Award Agreement, the Participant's
employment agreement, and the terms of the Plan, the Plan's terms shall
supersede and replace the conflicting terms. The parties hereto agree as
follows:
1. Grant of Restricted Stock: The Company grants you Shares of Restricted
Stock as set forth above. The Fair Market Value of a Share on the Date of
Grant is set forth above. The Shares of Restricted Stock granted to you
will be held by the Company in escrow pending the vesting of such Shares.
2. Vesting Period: Except as hereinafter provided, with respect to the
Restricted Stock granted pursuant to this Award Agreement, vesting shall
occur at a rate of twenty-five percent (25%) per year (the "Vesting
Period") beginning on the first anniversary of the Date of Grant and each
subsequent anniversary date thereafter provided you continue to be an
Employee of the Company, an Affiliate, or a Subsidiary through such
anniversary or anniversaries. During the Vesting Period, the Shares of
Restricted Stock will be subject to forfeiture and shall not be
transferable.
3. Termination of Employment by Death: In the event your employment is
terminated by reason of death, all of the Shares of Restricted Stock that
have not yet vested as of the date of death shall immediately vest one
hundred percent (100%).
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4. Termination of Employment by Disability: In the event your employment is
terminated by reason of Disability, all of the Shares of Restricted Stock
that have not yet vested shall immediately vest one hundred percent (100%)
as of the date the Committee determines the definition of Disability to
have been satisfied.
5. Termination of Employment by Retirement: In the event your employment is
terminated by reason of Retirement, the Committee will decide, in its
discretion, whether any Shares of Restricted Stock that have not yet vested
as of such date shall be vested or forfeited.
6. Termination of Employment for Other Reasons: If your employment shall
terminate for any reason other than your death, Disability, or Retirement
(and other than for Cause), all Shares of Restricted Stock held by you
which are not vested as of the effective date of the employment termination
immediately shall be forfeited to the Company.
However, the Committee, in its sole discretion, shall have the right to
immediately vest all or any of the Shares of Restricted Stock that have not
yet vested subject to such terms as the Committee, in its sole discretion,
deems appropriate.
7. Termination by the Company for Cause: If the Company terminates your
employment for Cause, all Shares of Restricted Stock that are not yet
vested shall immediately be forfeited to the Company.
8. Removal of Restrictions: Upon the vesting of the Restricted Stock in
accordance with the provisions herein, the Restricted Stock awarded
pursuant to this Award Agreement shall become freely transferable, subject
to applicable federal, state, and local, domestic or foreign, securities
laws.
9. Voting Rights and Dividends: During the Vesting Period, you may exercise
full voting rights and shall receive all dividends and other distributions
paid with respect to the Shares of Restricted Stock. If any such dividends
or distributions are paid in Shares, however, the Shares shall be subject
to the same risk of forfeiture and restrictions on transferability as are
the Shares of Restricted Stock with respect to which they were paid.
10. Change of Control: In the event of a Change of Control, as defined herein,
all Shares of Restricted Stock that have not yet vested nor been forfeited
as of the date of the Change of Control shall be fully vested, and
thereafter such Shares shall be freely transferable, subject to applicable
federal, state, and local, domestic or foreign, securities laws. Change of
Control shall be deemed to have occurred:
(a) As of the first day that any Person (other than (i) the Company or its
Subsidiaries; (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or its Subsidiaries;
(iii) an underwriter temporarily holding securities pursuant to an
offering of such securities; or (iv) a corporation owned directly or
indirectly by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company), becomes
the Beneficial Owner, directly or indirectly, of securities of the
Company representing twenty-five percent (25%) or more of the combined
voting power of the Company's then outstanding securities; or
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(b) As of the first day that the following individuals cease for any
reason to constitute a majority of the number of Directors then
serving: individuals who, on January 1, 2003, constitute the Board and
any new Director (other than a Directors whose initial assumption of
office is in connection with an actual or threatened election contest,
including but not limited to a consent solicitation, relating to the
election of Directors of the Company, as such terms are used in Rule
14a-11 of Regulation 14A under the Exchange Act) whose appointment or
election by the Board or nomination for election by the Company's
shareholders was approved by a vote of at least two-thirds (2/3) of
the Directors then still in office who either were Directors on
January 1, 2003, or whose appointment, election or nomination for
election was previously so approved; or
(c) Immediately prior to the consummation of: (i) a plan of complete
liquidation or dissolution of the Company; or (ii) an agreement for
the sale or disposition of all or substantially all the Company's
assets (except to a wholly-owned Subsidiary or to an entity, at least
seventy-five percent (75%) of the combined voting power of the voting
securities of which are owned by Persons in substantially the same
proportions as their ownership of the Company immediately prior to
such sale); or (iii) a merger, consolidation, or reorganization of the
Company with or involving any other corporation, other than a merger,
consolidation, or reorganization that would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity), at least
fifty percent (50%) of the combined voting power of the voting
securities of the Company (or such surviving entity) outstanding
immediately after such merger, consolidation, or reorganization.
11. Nontransferability: During the Vesting Period, Restricted Stock awarded
pursuant to this Award Agreement may not be transferred other than by will
or by the laws of descent and distribution, except as provided in the Plan.
If any transfer or attempted transfer, whether voluntary or involuntary, of
Restricted Stock is made, or if any attachment, execution, garnishment, or
lien shall be issued against or placed upon the Restricted Stock, the
Restricted Stock shall be immediately forfeited to the Company, and this
Award Agreement shall terminate.
12. Continuation of Employment: This Award Agreement shall not confer upon you
any right to continuation of employment by the Company, its Affiliates,
and/or its Subsidiaries, nor shall this Award Agreement interfere in any
way with the Company's, its Affiliates', and/or its Subsidiaries' right to
terminate your employment at any time.
13. Successor: All obligations of the Company under the Plan and this Award
Agreement, with respect to the Restricted Stock, shall be binding on any
successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or assets of the
Company.
14. Severability: The provisions of this Award Agreement are severable and if
any one or more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.
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15. Miscellaneous:
(a) This Award Agreement and your rights hereunder are subject to all the
terms and conditions of the Plan, as the same may be amended from time
to time, as well as to such rules and regulations as the Committee may
adopt for administration of the Plan. The Committee shall have the
right to impose such restrictions on any Share acquired pursuant to
this Award Agreement, as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws,
under the requirements of any stock exchange or market upon which such
Shares are then listed and/or traded, and under any blue sky or state
securities laws applicable to such Shares.
It is expressly understood that the Committee is authorized to
administer, construe, and make all determinations necessary or
appropriate to the administration of the Plan and this Award
Agreement, all of which shall be binding upon you, your heirs,
beneficiaries and estate.
(b) With the approval of the Board, the Committee may terminate, amend, or
modify the Plan; provided, however, that no such termination,
amendment, or modification of the Plan may in any material way
adversely affect your rights under this Award Agreement, without your
written consent. No term or provision of this Agreement may be
amended, modified or supplemented orally, but only by an instrument in
writing signed by the party against whom or which the enforcement of
the amendment, modification or supplement is sought.
(c) The Company shall have the authority to deduct or withhold, or require
you to remit to the Company, an amount sufficient to satisfy federal,
state, and local taxes required by law to be withheld with respect to
the grant or vesting of the Restricted Stock under this Award
Agreement.
You may elect, subject to the approval of the Committee, to satisfy
the withholding requirement, in whole or in part, by having the
Company withhold Shares having an aggregate Fair Market Value on the
date the tax is to be determined, equal to the minimum statutory total
tax which could be withheld on the transaction. All elections shall be
irrevocable and in writing, and shall be signed by you, and shall be
made in accordance with rules set forth in Section 17.2 of the Plan.
(d) You agree to take all steps necessary to comply with all applicable
provisions of federal and state securities law in exercising your
rights under this Award Agreement.
(e) The Plan and this Award Agreement are not intended to qualify for
treatment under the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
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(f) This Award Agreement shall be subject to all applicable laws, rules,
and regulations and to such approvals by any government agencies or
national securities exchanges as may be required.
(g) To the extent not preempted by federal law, the validity,
construction, interpretation, and enforceability of this Award
Agreement shall be determined and governed by the laws of the State of
Wisconsin without giving effect to the principles of conflicts of law.
For the purpose of litigating any dispute that arises under this Award
Agreement, the parties hereby consent to exclusive jurisdiction and
agree that such litigation shall be conducted in the federal or state
courts of the State of Wisconsin.
If you agree to the terms of this Award Agreement, it is due back to the
Company within two (2) weeks from the date you received it or January 31,
2003.
IN WITNESS WHEREOF, the parties have caused this Award Agreement to be
executed as of the Date of Grant.
Cobalt Corporation
By:
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Attest: Participant
By:
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