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Grant of Performance Unit Award

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Sectors: Insurance
Governing Law: Delaware, View Delaware State Laws
Effective Date: January 01, 2006
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2006


[name and address]


Re: Grant of Performance Unit Award
-------------------------------


Dear [name]:


Conseco, Inc., a Delaware corporation (the "Company"), is pleased to advise you that pursuant to the Company's 2003 Amended and Restated Long-Term Incentive Plan (the "Plan"), the Company has granted you an award of 50,000 performance units (the "Performance Units"), effective as of ____________, 2006 (the "Date of Grant"), subject to the terms and conditions of the Plan and the terms and conditions set forth herein. Any capitalized terms used herein and not defined herein have the meaning set forth in the Plan.


1. Performance Units. Each Performance Unit represents the right to receive one share of the Company's Common Stock, par value $.01 per share ("Common Stock"), plus Dividend Equivalents thereon (as described in paragraph 5(b) below) subject to satisfaction of the service and performance-based vesting criteria described in paragraph 3 and Schedule A hereof. Upon satisfaction of such vesting criteria, and the payment to the Company of an amount equal to the par value of such shares, the shares of Common Stock issued to you shall be fully paid and nonassessable and shall be issued in your name. You may elect to defer receipt of the Common Stock and Dividend Equivalents underlying the Performance Units in accordance with any Company deferred compensation program that may then be in effect and any applicable tax rules and regulations.


2. Restrictions on Transfer. You may not sell, assign, transfer, convey, pledge, exchange or otherwise encumber or dispose the Performance Units, except to the Company. Any purported encumbrance or disposition in violation of the provisions of this paragraph 2 shall be void ab initio, and the other party to any such purported transaction shall not obtain any rights to or interest in the Performance Units.


3. Vesting of Performance Units.


(a) The Performance Units shall vest (in whole or in part) and the underlying shares of Common Stock shall be issued to you if you remain employed by the Company or a Subsidiary through the dates set forth on Schedule A attached hereto to the extent the performance-based vesting criteria set forth on Schedule A are satisfied.


(b) Any Performance Units that do not vest pursuant to subparagraph (a) above shall be cancelled.


4. Forfeiture of Performance Units. Except as expressly set forth in any written agreement between you and the Company or a Subsidiary (whether entered into prior to or after the date of this letter agreement), if you cease to be an employee of the Company or a Subsidiary for any reason, except as and to the extent the Common Stock underlying the Performance Units has been issued to you, you shall forfeit the remaining portion of the Performance Units.


5. Dividend, Voting and Other Rights.


(a) Until issuance of shares of Common Stock pursuant to paragraph 1 hereof, you shall have no voting or other rights of a stockholder with respect to the Performance Units.


(b) You shall have the right to receive Dividend Equivalents on Performance Units that become vested hereunder, payable in cash without interest, to the extent that cash dividends are paid on the Common Stock underlying the Performance Units after the date of this letter agreement and prior to the issuance of shares of Common Stock underlying the Performance Units. Such Dividend Equivalents shall be subject to any required tax withholding, and shall be payable on such date or dates as the underlying Common Stock is issued to you in an amount equal to the number of shares of Common Stock delivered in respect of your vested Performance Shares multiplied by the aggregate per share dividends declared and paid after the date of this letter agreement and prior to the issuance of shares of Common Stock underlying the Performance Units.


6. Certain Definitions. For the purposes of this letter agreement, the following term has the meaning set forth below:


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