exv10w1






Exhibit 10.1




Stock Option Award Agreement

Pursuant to the Symetra Financial Corporation Equity Plan



          THIS AGREEMENT (this “Agreement”) is made, effective as of the [  ] day of
______, 2010, between Symetra Financial Corporation (the “Company”) and [  ] (the
“Participant”).


          WHEREAS, pursuant to the Symetra Financial Corporation Equity Plan (the “Plan”), the
Participant has been granted, on [ ] (the “Grant Date”), an award of stock options (the
“Stock Options”) to purchase [ ] shares of common stock of the Company at a price per share
of $[ ] (the “Exercise Price”), vesting in full on [ ] (the “Vesting Date”), on the
terms and subject to the conditions set forth in this Agreement;


          WHEREAS, the Stock Options will expire under the conditions described in Section 4;


          WHEREAS, in consideration for this award of Stock Options, the Participant agrees to accept
the restrictions set forth herein;


          NOW THEREFORE, in consideration of mutual covenants the parties hereto agree as follows:


          SECTION 1. Definitions. Capitalized terms used but not defined in this Agreement have
the meanings given to such terms in the Plan.


          SECTION 2. Vesting of Stock Options. On the Vesting Date, the rights of the
Participant with respect to the Stock Options shall become fully vested; provided that the
Participant must be employed by the Company or an affiliate thereof on the Vesting Date in order
for the Participant’s rights with respect to the Stock Options to become vested, except as
otherwise determined by the Committee in its sole discretion; provided further that, in the
event of the termination of the Participant’s employment by reason of death or Disability, or if
such termination is a Termination Without Cause or a Constructive Termination within 12 months
following a Change in Control, the Stock Options shall immediately become fully vested.


          SECTION 3. Exercise of Stock Options. Following the date on which the Stock Options
vest, the Participant may exercise the Stock Options in whole or in part (but for the purchase of
whole Shares only) by delivery to the Company of (a) a written or electronic notice, complying with
the applicable procedures established by the Committee or the Company, stating the number of Shares
with respect to which the Stock Options are thereby exercised and (b) full payment of the aggregate
Exercise Price for the Shares with respect to which the Stock Options are thereby exercised, in
accordance with Section 5(a)(iii) of the Plan. The notice shall be signed by the Participant or
any other person then entitled to exercise the Stock Options. Upon exercise and full payment of
the Exercise Price for Shares with respect to which the Stock Options are thereby exercised,



 









 








the Company shall deliver to the Participant one Share for each Stock Option with respect to
which the Participant has exercised and paid.



          SECTION 4. Expiration of Stock Options. Notwithstanding any provision of this
Agreement, unless the Committee determines otherwise, in the case of unexercised Stock Options that
have become vested prior to the termination of the Participant’s employment (other than solely by
reason of a period of Related Employment), such vested Stock Options shall expire on the earlier of
(a) one year following the termination of the Participant’s employment as a result of death, (b)
three years following the termination of the Participant’s employment as a result of Disability,
(c) immediately upon the termination of the Participant’s employment for Cause, (d) 90 days
following the termination of Participant’s employment for any reason other than death, Disability
or Cause or (e) the first anniversary of the Vesting Date. For the avoidance of doubt, if the
expiration date specified in the immediately preceding sentence is not a business day, then the
Stock Options shall expire on the last business day immediately preceding such expiration date.


          SECTION 5. Forfeiture of Stock Options. Unless the Committee determines otherwise,
and except as otherwise provided in Section 2 of this Agreement, if the Stock Options awarded to
the Participant pursuant to this Agreement have not become vested prior to the termination of the
Participant’s employment (other than solely by reason of a period of Related Employment), the
Participant’s rights with respect to the Stock Options shall immediately terminate upon such
termination of employment, and the Participant will be entitled to no further payments or benefits
with respect thereto.


          SECTION 6. Successor Requirement. This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.


          SECTION 7. Withholding, Consents and Legends. (a) Withholding. The delivery
of Shares pursuant to Section 3 of this Agreement is conditioned on satisfaction of any applicable
withholding taxes in accordance with Section 20(d) of the Plan.


          (b) Consents. The Participant’s rights in respect of the Stock Options are
conditioned on the receipt to the full satisfaction of the Committee of any required consents that
the Committee may determine to be necessary or advisable (including, without limitation, the
Participant consenting to the Company’s supplying to any third-party recordkeeper of the Plan such
personal information as the Committee deems advisable to administer the Plan).


          (c) Legends. The Company may affix to certificates for Shares issued pursuant to this
Agreement any legend that the Committee determines to be necessary or advisable (including to
reflect any restrictions to which the Participant may be subject under any applicable securities
laws). The Company may advise the transfer agent to place a stop order against any legended
Shares.



-2-









 







          SECTION 8. Non-Transferability. Unless otherwise provided by the Committee in its
discretion, the Stock Options may not be sold, assigned, alienated, transferred, pledged, attached
or otherwise encumbered, except as provided in Section 20(b) of the Plan. Any purported sale,
assignment, alienation, transfer, pledge, attachment or other encumbrance of a Stock Option in
violation of the provisions of this Section 8 and Section 20(b) of the Plan shall be void and
unenforceable against the Company.


          SECTION 9. Rights of the Participant. None of the Stock Options, the execution of
this Agreement and the delivery of any Shares with respect to the Stock Options shall confer upon
the Participant any right to, or guarantee of, continued employment by the Company or any of its
affiliates, or in any way limit the right of the Company or any of its affiliates to terminate the
employment of the Participant at any time, subject to the terms of any written employment or
similar agreement between the Company or any of its affiliates and the Participant. The Stock
Options shall not be treated as compensation for purposes of calculating the Participant’s rights
under any employee benefit plan, except to the extent expressly provided in any such plan.


          SECTION 10. Relation to Plan. The Stock Options hereby granted are subject to, and
the Company and the Participant agree to be bound by, all of the terms and conditions of the Plan,
as the same may be amended from time to time in accordance with the terms thereof, but no such
amendment shall be effective as to the Stock Options without the Participant’s consent insofar as
it may materially and adversely affect the Participant’s rights under this Agreement. Except as
otherwise provided herein, the Committee shall have sole discretion to determine whether the events
or conditions described in this Agreement have been satisfied and to make all other
interpretations, constructions and determinations required under this Agreement and all such
determinations by the Committee shall be final, binding and conclusive. In the event of any
conflict between any term or provision contained in this Agreement and a term or provision of the
Plan, the applicable terms and provisions of the Plan shall govern and prevail, and the Agreement
shall be deemed to be modified accordingly.


          SECTION 11. Designation of Beneficiary by Participant. The Participant may, in
accordance with Section 18 of the Plan, name a beneficiary to receive any payment to which the
Participant may be entitled in respect of this Agreement in the event of the Participant’s death,
by notifying the Company. A Participant may change the beneficiary from time to time in the same
manner. If the Participant has not designated a beneficiary or if no designated beneficiary is
living on the date on which any amount becomes payable to a Participant’s beneficiary, that amount
shall be paid to the Participant’s estate.


          SECTION 12. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given when delivered personally or when telecopied (with confirmation
of transmission received by the sender), three business days after being sent by certified mail,
postage prepaid, return receipt requested or one business day after being delivered to a nationally
recognized overnight courier with next



-3-









 








day delivery specified to the parties at the following addresses (or at such other address for
a party as shall be specified by like notice):




If to the Company, to:





Vice President, Human Resources

Symetra Financial Corporation

777 108th Ave NE Suite 1200

Bellevue, Washington 98004



with a copy to:





General Counsel

Symetra Financial Corporation

777 108th Ave NE Suite 1200

Bellevue, Washington 98004



If to the Participant, to the address on file with the Company or any of its affiliates.




Notices (other than notices of exercise under Section 3 that comply with the applicable procedures
established by the Committee or the Company) sent by email or other electronic means not
specifically authorized by this Agreement shall not be effective for any purpose of this Agreement.



          SECTION 13. Waiver of Breach. The waiver by either party of a breach of any provision
of this Agreement must be in writing and shall not operate or be construed as a waiver of any other
or subsequent breach.


          SECTION 14. Participant’s Undertaking. The Participant hereby agrees to take whatever
additional actions and execute whatever additional documents the Company may in its reasonable
judgment deem necessary or advisable in order to carry out or effect one or more of the obligations
or restrictions imposed on the Participant pursuant to the provisions of this Agreement.


          SECTION 15. Amendment. This Agreement may not be amended, terminated, suspended or
otherwise modified except in a written instrument, duly executed by both parties.


          SECTION 16. Professional Advice. The acceptance, vesting and exercise of Stock
Options under this Agreement and the receipt of Shares upon exercise of Stock Options may have
consequences under Federal and state tax and securities laws that may vary depending upon the
individual circumstances of the Participant. Accordingly, the Participant acknowledges that the
Participant has been advised to consult the Participant’s personal legal and tax advisor in
connection with this Agreement and the Stock Options.


          SECTION 17. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of New York without regard to its conflict of



-4-









 








laws principles, and shall bind and inure to the benefit of the heirs, executors, personal
representatives, successors and assigns of the parties hereto.



          SECTION 18. Counterparts. This Agreement may be executed in two or more counterparts,
and each such counterpart shall be deemed to be an original, but all such counterparts together
shall constitute but one agreement.


          SECTION 19. Entire Agreement. This Agreement and the Plan constitute the entire
agreement between the parties with respect to the subject matter hereof and supersede all prior
written or oral negotiations, commitments, representations and agreements with respect thereto.


          SECTION 20. Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provisions of this
Agreement, which shall remain in full force and effect to the fullest extent permitted by law. The
Participant agrees that in the event that any court of competent jurisdiction shall finally hold
that any provision of this Agreement (whether in whole or in part) is void or constitutes an
unreasonable restriction against the Participant, such provision shall not be rendered void but
shall be deemed to be modified to the minimum extent necessary to make such provision enforceable
for the longest duration and the greatest scope as such court may determine constitutes a
reasonable restriction under the circumstances.



-5-









 







          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date(s) first
written above.



	 	 	 	 	 
	 	SYMETRA FINANCIAL CORPORATION,

 	 
	 	by  	
 	 
	 	 	Christine A. Katzmar Holmes 	 
	 	 	Vice President, Human Resources 	 
	 
	 	PARTICIPANT,

 	 
	 	  	
 	 
	 	 	 	 
	 	 	 	 
	 




-6-