Exhibit (10.1)





Exhibit (10.1)




SUPPLEMENTAL PLAN

FOR EXECUTIVES COVERED BY MGIC INVESTMENT CORPORATION

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTS




Effective February 18, 2010




1. Purpose. The purpose of the Supplemental Plan for Executives Covered by MGIC
Investment Corporation Key Executive Employment and Severance Agreements (the Supplemental Plan) is
to extend a portion of the economic security provided to Executives who are parties to MGIC
Investment Corporation Key Executive Employment and Severance Agreements (Company KEESAs) to any
period of their continued employment with the Employer after the Executive has attained his or her
Normal Retirement Date while the Executive remains covered by a Company KEESA.



2. Incorporation by Reference; Defined Terms. The term “Executive” means each Company
executive who is a party to a Company KEESA. The Company KEESA in effect between the Company and
each Executive is incorporated into this Supplemental Plan by this reference and may be referred to
as that Executive’s Company KEESA. Capitalized terms in this Supplemental Plan have the same
meaning, with respect to an individual Executive, assigned to such terms in that Executive’s
Company KEESA, except as specifically provided otherwise herein.



3. Effective Date. This Supplemental Plan is effective February 18, 2010.



4. Participation. Subject to the terms and conditions of the Supplemental Plan, each
Executive covered by a Company KEESA on or after February 18, 2010 is designated an eligible
Participant in the Supplemental Plan. Each eligible Participant shall become an Active Participant
on February 18, 2010, or if later, on the date on which the Executive attains his or her Normal
Retirement Date. On the date an eligible Participant becomes an Active Participant, such Active
Participant’s rights to Supplemental Plan benefits shall be and remain fully and immediately vested
and nonforfeitable while such Active Participant continues to be covered by a Company KEESA.
Within a reasonable time period before or after satisfying the conditions for becoming an Active
Participant, each Eligible Participant shall be requested by the Compensation Committee to execute
a Supplemental Plan Confirmation Agreement in the form of Exhibit A attached hereto and
incorporated by this reference. Affirmative refusal to execute such Confirmation Agreement in
writing delivered to the Committee shall irrevocably terminate an Executive’s status as an Active
Participant.



5. Operations. The Supplemental Plan shall be unlimited in duration and, in the event
of Plan termination, shall remain in effect as long as any Active Participant is covered by a
Company KEESA and/or entitled to Supplemental Plan benefits. The Compensation Committee shall
supervise Supplemental Plan operations and provide any necessary administration of it.


 


 









 






6. Supplemental Plan Benefits.



(a) Subject to the limitation set forth in (b), below, the Supplemental Plan benefit to be
paid to an Executive is a cash payment equal to the amount of the Termination Payment that would have been paid, as provided by currently designated Section 10(b) of the
Executive’s Company KEESA, had the Executive not attained the Executive’s Normal Retirement Date on
or before the date of the Change in Control of the Company. For purposes of determining this
amount, it shall be hypothetically assumed that currently designated subsection 2(i), “Employment
Period,” of the Executive’s Company KEESA was amended to read in its entirety as follows prior to
determination of the amount of the Executive’s Termination Payment:



(i) Employment Period. Subject to Subsection
3(b) hereof, for purposes of this Agreement, the term
“Employment Period” means a period commencing on the date of
a Change in Control of the Company, and ending at 11:59 p.m.
Central Time on the third anniversary of such date.



(b) Under no circumstance shall the amount of Supplemental Plan benefit determined under
paragraph (a), above, equal or exceed the amount that causes the Executive to be in receipt of
Total Payments that constitute an “excess parachute payment” and requires payment to the Executive
of a Gross-Up Payment.



(c) Payment of the Supplemental Plan benefits shall be made as if such amount constituted a
Termination Payment under currently designated Section 10(b)(i) of the Executive’s Company KEESA so
as to comply in all respects with the requirements of Internal Revenue Code Section 409A.


 


2









 





Exhibit A to the Supplemental Plan




SUPPLEMENTAL PLAN CONFIRMATION AGREEMENT




THIS AGREEMENT is made and entered into as of the
 _____ 

day of
 _____ 

, by and between
MGIC Investment Corporation, a Wisconsin corporation (hereinafter referred to as the “Company”),
and the person whose name appears on the signature page hereof (hereinafter referred to as
“Executive”).



WHEREAS, the Executive is employed by the Company and/or a subsidiary of the Company
(hereinafter referred to collectively as the “Employer”) in a key executive capacity and the
Executive and the Company have entered into a Key Executive Employment and Severance Agreement
(KEESA), and remains covered by it or a successor KEESA (the Company KEESA); and



WHEREAS, the Company desires to preserve a portion of the economic security the Company KEESA
provides to its key executives, generally, for the period of the Executive’s continued employment
with the Employer after attainment of the Executive’s Normal Retirement Date, as defined in the
Company KEESA, while the Executive remains covered by such KEESA and continues to provide valuable
service to the Employer.



NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
hereinafter set forth, the parties hereto mutually covenant and agree as follows:



1. Entitlement to Supplemental Plan Benefits. The Company and the Executive agree
that the Executive qualifies as an Active Participant under the Supplemental Plan for Key
Executives Covered by MGIC Investment Corporation Key Executive Employment and Severance Agreements
(the Supplemental Plan) effective as of the date on which the Executive attains the Executive’s
Normal Retirement Date, as defined in the Company KEESA, and is, thereafter, entitled to the
additional economic security made available by the Supplemental Plan.



2. Rules of Construction. This Supplemental Plan Confirmation Agreement shall be
interpreted consistent with its intent and as an integral component of the Executive’s Company
KEESA. The Company KEESA provisions currently designated as Section 18, regarding Successors;
Section 19, regarding Severability; Section 20, regarding Contents of Agreement; Waiver of Rights;
and Amendment; Section 21, regarding Withholding; Section 22 regarding Section 409A; Section 23,
regarding Certain Rules of Construction; Section 24, regarding Governing Law; Resolutions of
Dispute; Section 25, Regarding Notice; Section 26, regarding no Waiver; and Section 27, regarding
Headings shall be reasonably applied with respect to this Agreement as if set forth herein.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.



	 	 	 	 	 	 	 
	MGIC INVESTMENT CORPORATION	 	 	 	EXECUTIVE
	 
	 	 	 	 	 	 
	By:

	 	 	 	 	 	(Seal)
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Its: