EXHIBIT 4.6
Grant Year ___________
DIRECTOR STOCK OPTION AGREEMENT
GRANT #TPG0002
The PMI Group, Inc. (The "Company") hereby grants you, [NAME] (the "Director"),
a stock option under the Company's Stock Plan for Non-Employee Directors (the
"Plan") to purchase shares of common stock of the Company ( "Stock"). The date
of this Agreement is [MONTH], [DAY], [YEAR] ("Agreement"). Subject to certain
conditions, the latest date this option will expire is [MONTH], [DAY],[YEAR (10
years after grant)] (the "Expiration Date"). Subject to the provisions of the
Plan, the principal features of this option are as follows:
MAXIMUM NUMBER OF SHARES
PURCHASABLE WITH THIS OPTION: PRICE PER SHARE: $
---------------------------- ----- --------------- -----
SCHEDULED VESTING DATES NUMBER OF SHARES
----------------------- ----------------
[month, day, year]
-----
EVENT TRIGGERING MAXIMUM TIME TO EXERCISE
OPTION TERMINATION AFTER TRIGGERING EVENT*
------------------ ------------------------
Termination of Board Membership prior to age 70
(except for Disability or Death).................... 3 months
Termination of Board Membership at or after age 70
(except for Disability or Death).................... 5 years
Termination of Board membership due to Disability...... 2 years
Termination of Board membership due to Death........... 2 years
* However, in no event may this option be exercised after the Expiration
Date.
IMPORTANT
---------
IT IS YOUR RESPONSIBILITY TO EXERCISE THIS OPTION BEFORE IT EXPIRES.
Your signature below indicates your agreement and understanding that this
option is subject to all of the terms and conditions contained in the Plan.
______________________________________ ______________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Director Signature
Senior Vice President, General
Counsel and Secretary
______________________________________ ______________________________________
Date Date
RETURN IN THE ATTACHED ENVELOPE TO ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ BY [MONTH, DAY, YEAR]
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