exv10w19






Exhibit 10.19




[FORM OF]




RESTRICTED STOCK AGREEMENT

PURSUANT TO THE

SYMETRA FINANCIAL CORPORATION EQUITY PLAN





     THIS AGREEMENT (this “Agreement”) made as of the ___ day of
___, 20___ by and between Symetra Financial Corporation, a Delaware
corporation (the “Company”), and ___ (the
“Executive”).



          WHEREAS,
on the date hereof the Executive has been granted an award of                      Shares that
are subject to certain restrictions on transfer and risks of forfeiture (the “Restricted
Stock”) pursuant to the Symetra Financial Corporation Equity Plan (the “Plan”) on the
terms and subject to the conditions set forth in this Agreement;




          WHEREAS, for the purposes of the vesting schedule of the Restricted Stock the grant is being
given effect as of
                    , 20                     (the “Grant Date”);




          NOW, THEREFORE, in consideration of the premises and of the mutual agreements contained in
this Agreement, the parties hereto agree as follows:




          SECTION 1. Definitions. Capitalized terms used but not defined in this Agreement
have the meanings given such terms in the Plan. As used in this Agreement, the following terms
shall have the meanings set forth below:




          “Restrictions” means restrictions on sale or other transfer set forth in Section 5 and
the risks of forfeiture set forth in Section 2.




          “Shareholders Agreement” means the Shareholders’ Agreement, dated as of                     ,
20                    
among Symetra Financial Corporation and certain persons, as amended from time to time.




          SECTION 2. Vesting and Delivery. (a) Vesting. The Executive’s rights with
respect to the Restricted Stock shall become vested, and the Restrictions with respect to such
Restricted Stock shall lapse, on                     , 20                    ; provided that the Executive must be
employed by the Company or an Affiliate thereof on such date in order for the Executive’s rights
with respect to the Restricted Stock to become vested, except as otherwise determined by the Board
in its sole discretion or as otherwise provided in Section 2(b) below. Except as provided in
Section 2(b) below, all unvested Restricted Stock shall be forfeited by the Executive upon a
termination of the Executive’s employment for any reason.




          (b) Upon a termination of the Executive’s employment by the Company without Cause or due to
the Executive’s death or Disability, the Executive’s rights with respect to the following amounts
of Restricted Stock shall become vested and the Restrictions with respect to such amounts of
Restricted Stock shall lapse:




 









 






	 	(i)	 	If such termination is on or after                     , 20                    
but prior to                     , 20                    , the Restrictions with respect to
[percentage] of the Restricted Stock shall lapse.
	 
	 	(ii)	 	If such termination is on or after                     , 20                    
but prior to                     , 20                    , the Restrictions with respect to
[percentage] of the Restricted Stock shall lapse.





          (c) Delivery of Shares. On and following the date of this Agreement, Restricted Stock
may be evidenced in such manner as the Company may determine. If certificates representing
Restricted Stock are registered in the Executive’s name, such certificates must bear an appropriate
legend referring to the terms, conditions and restrictions (including the Restrictions) applicable
to such Restricted Stock, until such time, if any, as the Executive’s rights with respect to such
Restricted Stock become vested and the Restrictions with respect to such Restricted Stock lapse.
Upon the vesting of the Executive’s rights with respect to such Restricted Stock, the Company or
other custodian, as applicable, shall deliver such certificates to the Executive or the Executive’s
legal representative.




          SECTION 3. Withholding, Consents and Legends. (a) Withholding. The Company
shall be entitled to require, as a condition to the release of Restricted Stock that vests pursuant
to this Agreement, that the Executive remit an amount in cash sufficient to satisfy all applicable
withholding taxes relating thereto; provided that, the Executive may elect to satisfy the
obligation to pay any withholding tax, in whole or in part, (i) by having the Company retain Share
certificates that the Executive would have otherwise received upon vesting of the Executive’s
rights with respect to such Shares (valued as of the day immediately prior to the date of delivery
of such Share certificates or, on the date of an IPO, valued at the price per Share paid by the
initial purchasers) to cover the amount of such withholding tax or (ii) by delivery to the Company
by the Executive of any previously owned and unrestricted Shares. In addition, the Company and
each of its Affiliates shall have the right and are hereby authorized to withhold from delivery of
Shares issuable hereunder, or from any compensation or other amount owing to the Executive, the
amount (in cash or, in the discretion of the Board, Shares, other securities, other awards or other
property) of any applicable withholding taxes in respect of the Restricted Stock and to take such
other action as may be necessary in the discretion of the Board to satisfy all obligations for the
payment of such taxes.




          (b) Consents. The Executive’s rights in respect of the Restricted Stock are
conditioned on the receipt to the full satisfaction of the Board of any required consents that the
Board may determine to be necessary or advisable (including, without limitation, the Executive
consenting to the Company’s supplying to any third-party recordkeeper of the Plan such personal
information as the Board 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 Board determines to be necessary or advisable (including to
reflect any restrictions to which the Executive may be subject




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under any applicable securities laws or under the Shareholders Agreement). The Company may
advise the transfer agent to place a stop order against any legended Shares.




          (d) Shareholders Agreement.





	 	(i)	 	Notwithstanding any provision of this Agreement to
the contrary, it is a condition of delivery of any Shares issuable
pursuant to this Agreement that the Executive execute the Shareholders
Agreement (unless previously executed by the Executive).
	 
	 	(ii)	 	Notwithstanding any provision of the Shareholders
Agreement to the contrary, in the event of the termination of the
Executive’s employment due to the Executive’s death or Disability, the
Executive or the Executive’s executor or administrator, as applicable,
shall have the right, but not the obligation, to require the Company to
purchase from the Executive or the Executive’s estate, as applicable, and
if the Executive or the Executive’s executor or administrator exercises
such right, the Company shall purchase, upon the terms and conditions of
this Section 3(d)(ii), the vested Shares delivered to the Executive as of
immediately prior to or upon such termination of employment (such right,
the “Put Right”). The Put Right may only be exercised during the
90 day period beginning the 30th day after such termination of employment
by delivery, prior to such 90th day, to the Company of an irrevocable
notice specifying that the Executive or the Executive’s executor or
administrator wishes to so exercise. The Company may establish, as a
condition to its obligations upon the Put Right, any reasonable
requirements necessary to satisfy applicable securities, tax, corporate
and other laws, including making the delivery of stock certificates and
stock powers. The purchase price payable by the Company shall be equal to
the Fair Market Value of the applicable Shares, less applicable tax
withholding (if any), and shall be paid in a single lump-sum in cash at
the time such Shares are delivered to the Company and any other applicable
requirements are satisfied. For the avoidance of doubt, the right to
exercise the Put Right shall not be transferred or assigned and any
attempt by the Executive or the Executive’s executor or administrator to
the contrary shall be null and void. Notwithstanding the foregoing, the
Company shall have no obligation with respect to the Put Right if the
Shareholders Agreement is not in effect at the time of the Executive’s
termination of employment due to the Executive’s death or Disability.





          (e) Registration. Notwithstanding any provision of this Agreement to the contrary,
if at any time the Board determines, in its sole discretion, that the listing,




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registration or qualification of Shares issuable under this Agreement under any state or
Federal law or on any securities exchange on which the Shares are traded or inter-dealer quotation
system on which the Shares are quoted or the consent or approval of any governmental regulatory
body is necessary as a condition of, or in connection with, delivery of Shares issuable under this
Agreement, such Shares may not be delivered in whole or in part (and any attempt to deliver or to
transfer any vested Shares to the Executive shall be null and void) unless such listing,
registration, qualification, consent or approval has been effected or obtained free of any
conditions not acceptable to the Board.




          SECTION 4. Voting Rights; Dividend Equivalents. Prior to the date on which the
Executive’s rights with respect to a Restricted Share have become vested, the Executive shall be
entitled to exercise voting rights with respect to such Restricted Share (subject to the provisions
of the Shareholders Agreement) and shall be entitled to receive dividends or other distributions
with respect thereto; provided that any such dividends or distributions shall accumulate
and be paid to the Executive upon the vesting of such Restricted Share.




          SECTION 5. Non-Transferability of Restricted Stock. Unless otherwise provided by the
Board in its discretion, Restricted Stock 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
Restricted Share in violation of the provisions of this Section 5 and Section 20(b) of the Plan and
the provisions of the Shareholders Agreement shall be null and void.




          SECTION 6. Rights of the Executive. None of the Restricted Stock, the execution of
this Agreement and the delivery of any vested Shares shall confer upon the Executive 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 Executive at
any time, subject to the terms of any written employment or similar agreement between the Company
or any of its Affiliates and the Executive. The Restricted Stock shall not be treated as
compensation for purposes of calculating the Executive’s rights under any employee benefit plan,
except to the extent expressly provided in any such plan.




          SECTION 7. Relation to Plan. The Restricted Stock hereby granted are subject to, and
the Company and the Executive 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 Restricted Stock without the Executive’s consent insofar as
it may materially and adversely affect the Executive’s rights under this Agreement. Except as
otherwise provided herein, the Board 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
Board 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




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terms and provisions of the Plan shall govern and prevail, and the Agreement shall be deemed
to be modified accordingly.




          SECTION 8. 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 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 Executive, to the address on file with the Company or any of its Affiliates.



Notices sent by email or other electronic means not specifically authorized by this Agreement shall
not be effective for any purpose of this Agreement.




          SECTION 9. 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 10. Executive’s Undertaking. The Executive 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 Executive pursuant to the provisions of this Agreement.




          SECTION 11. Compliance with Law. The Company and the Executive agree and acknowledge
that the Restricted Stock is being issued, and prior to an IPO any Shares issuable pursuant to this
Agreement will be issued, pursuant to a private sale exemption from registration under the
Securities Act of 1933, as amended (the “Securities Act”). The Executive represents and
warrants that the Executive is receiving the Restricted Stock, and, upon the vesting and lapse of
restrictions applicable thereto, will receive Shares pursuant to this Agreement, for investment and
not with a view to resale or distribution in violation of the Securities Act. The Executive
acknowledges that




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the Restricted Stock and any Shares issuable pursuant to this Agreement have not been
registered under the Securities Act and may not be sold, transferred, assigned or pledged to any
person in the United States except pursuant to an effective registration statement filed with the
Securities and Exchange Commission or pursuant to an applicable exemption from the registration
requirements of the Securities Act. The Executive further agrees to comply with all applicable
laws and regulations in each jurisdiction in which the Executive acquires, offers, sells or
delivers the Restricted Stock or Shares issuable pursuant to this Agreement, in all cases at the
Executive’s own expense. Upon the acquisition of any Shares pursuant to this Agreement, the
Executive will make or enter into such written representations, warranties and agreements as the
Company may reasonably request in order to comply with applicable securities laws or this
Agreement.




          SECTION 12. Amendment. This Agreement may not be amended, terminated, suspended or
otherwise modified except in a written instrument, duly executed by both parties.




          SECTION 13. Professional Advice. The acceptance and delivery of Shares under this
Agreement may have consequences under Federal and state tax and securities laws that may vary
depending upon the individual circumstances of the Executive. Accordingly, the Executive
acknowledges that the Executive has been advised to consult his personal legal and tax advisor in
connection with this Agreement and the Restricted Stock.




          SECTION 14. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of New York without regard to its conflict of laws principles, and shall
bind and inure to the benefit of the heirs, executors, personal representatives, successors and
assigns of the parties hereto.




          SECTION 15. Counterparts. This Agreement may be executed in one 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 16. Entire Agreement. This Agreement and the other writings incorporated by
reference herein 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 17. 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
Executive 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 Executive, 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.




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




	 	 	 	 	 
	 	 	SYMETRA FINANCIAL CORPORATION,
	 
	 	 	 	 
	 

	 	By
	 	 
	 

	 	 	 	 
 Christine
A. Katzmar, Vice President
	 
	 	 	 	 
	 	 	EXECUTIVE
	 
	 	 	 	 
	 

	 	 	 	 
 





Restricted Share Agreement