EX-10.6


 Exhibit 10.6 

EXHIBIT A 

RADIAN GROUP INC. 
 2014
EQUITY COMPENSATION PLAN 
 PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT 

TERMS AND CONDITIONS 

These Terms and Conditions (“Terms and Conditions”) are part of the Performance-Based Restricted Stock Unit Grant made
as of             , 2017 (the “Grant Date”), by Radian Group Inc., a Delaware corporation (the “Company”), to S.A. Ibrahim, an employee of
the Company (the “Grantee”). 
 RECITALS 

WHEREAS, the Radian Group Inc. 2014 Equity Compensation Plan (the “Plan”) permits the grant of Restricted Stock
Units in accordance with the terms and provisions of the Plan; 
 WHEREAS, the Company desires to grant Restricted Stock Units to the
Grantee, and the Grantee desires to accept such Restricted Stock Units, on the terms and conditions set forth herein and in the Plan, pursuant to the Retirement Agreement between the Grantee and the Company dated February 8, 2017 (the
“Retirement Agreement”); and 
 WHEREAS, the applicable provisions of the Plan are incorporated into these
Terms and Conditions by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein). 

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows: 

 

	1.	Grant of Performance-Based Restricted Stock Units. 

 The Company hereby awards to
the Grantee                      Restricted Stock Units (hereinafter, the “Restricted Stock Units”), subject to the vesting
and other conditions of these Terms and Conditions. 
  

	2.	Vesting. 

 (a)    General Vesting Terms. The
Restricted Stock Units will only vest if the closing price of the Company’s Common Stock on the New York Stock Exchange for any ten consecutive trading days during the performance period commencing ten trading days prior to the first
anniversary of the Grant Date and ending on the fifth anniversary of the Grant Date equals or exceeds $         (which is 120% of the fair market value of the Company’s Common Stock on the Grant Date)
(the “Stock Price Hurdle”), except as provided in subsections (b) and (c) below. If the Stock Price Hurdle has not been met on the first anniversary of the Grant Date, the Restricted Stock Units will vest on the first
date after the first anniversary of the Grant Date on which the Stock Price Hurdle is met. The Stock Price Hurdle must be met by the fifth anniversary of the Grant Date in order for the Restricted Stock Units to vest under this Section 2(a). If the
Stock Price Hurdle is not met by the fifth anniversary of the Grant Date, except as provided in subsections (b) and (c) below, the Restricted Stock Units will be forfeited. 






 (b)    Death. In the event of the Grantee’s death prior to
the fifth anniversary of the Grant Date, the Restricted Stock Units will automatically vest in full on the date of the Grantee’s death, regardless of whether the Stock Price Hurdle has been met. 

(c)    Change of Control. In the event a Change in Control occurs prior to the fifth anniversary of the
Grant Date, the Restricted Stock Units will automatically vest in full on the date of the Change in Control, regardless of whether the Stock Price Hurdle has been met. 
  

	3.	Restricted Stock Units Account. 

 The Company shall establish a bookkeeping
account on its records for the Grantee and shall credit the Grantee’s Restricted Stock Units to the bookkeeping account. 
  

	4.	Conversion of Restricted Stock Units.  

 (a)    If the
Restricted Stock Units vest in accordance with Section 2, the vested Restricted Stock Units shall be paid within 30 days after the applicable vesting date. 

(b)    On the payment date, each vested Restricted Stock Unit credited to the Grantee’s account shall be settled in
whole shares of Common Stock of the Company equal to the number of vested Restricted Stock Units, subject to the payment of any federal, state, local, or foreign withholding taxes as described in Section 11 below, and subject to compliance with
the Restrictive Covenants (as defined below). The obligation of the Company to distribute shares upon vesting shall be subject to the rights of the Company as set forth in the Plan and to all applicable laws, rules, regulations, and such approvals
by governmental agencies as may be deemed appropriate by the Committee, including as set forth in Section 13 below. 
  

	5.	Certain Corporate Changes.  

 If any change is made to the Common Stock (whether
by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event
or change results in the termination of all the Restricted Stock Units granted under these Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the
Grantee to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 5 or the Plan will
not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code. 
  

	6.	Restrictive Covenants. 

 (a)    The Grantee acknowledges and
agrees that, in consideration for grant of the Restricted Stock Units, the Grantee remains subject to the Restrictive Covenants described in Section 3 of the Retirement Agreement (the “Restrictive Covenants”). 

  
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 (b)    The Grantee acknowledges and agrees that in the event that it is
determined by a court of competent jurisdiction that the Grantee breached any of the Restrictive Covenants (other than the Code of Conduct, as defined in the Retirement Agreement) or that Grantee materially breached the Code of Conduct: 

(i)    The Committee may in its discretion determine that the Grantee shall forfeit the outstanding Restricted Stock Units
(without regard to whether the Restricted Stock Units have vested), and the outstanding Restricted Stock Units shall immediately terminate; and 

(ii)    The Committee may in its discretion require the Grantee to return to the Company any shares of Common Stock
received in settlement of the Restricted Stock Units; provided, that if the Grantee has disposed of any shares of Common Stock received upon settlement of the Restricted Stock Units, then the Committee may require the Grantee to pay to the Company,
in cash, the fair market value of such shares of Common Stock as of the date of disposition.    The Committee shall exercise the right of recoupment provided in this subsection (ii) within 180 days after the court of
competent jurisdiction’s determination described above. 
  

	7.	No Stockholder Rights.  

 The Grantee has no voting rights and no rights to
receive dividends or dividend equivalents or other ownership rights and privileges of a stockholder with respect to the shares of Common Stock subject to the Restricted Stock Units. 

 

	8.	Retention Rights. 

 Neither the award of Restricted Stock Units, nor any other
action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the employ or service of the Company or an Affiliate or shall interfere in any way with the right of the Company or an Affiliate to
terminate Grantee’s employment or service at any time. 
  

	9.	Notice.  

 Any notice to the Company provided for in these Terms and Conditions
shall be addressed to it in care of the Corporate Secretary of the Company, 1601 Market Street, Philadelphia, Pennsylvania 19103-2197, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll
system of the Company or an Affiliate thereof, or to such other address as the Grantee may designate to the Company in writing. Any notice provided for hereunder shall be delivered by hand, sent by telecopy or electronic mail, or enclosed in a
properly sealed envelope addressed as stated above, registered and deposited, postage and registry fee prepaid in the United States mail, or other mail delivery service. Notice to the Company shall be deemed effective upon receipt. By receipt of
these Terms and Conditions, the Grantee hereby consents to the delivery of information (including without limitation, information required to be delivered to the Grantee pursuant to the applicable securities laws) regarding the Company, the Plan,
and the Restricted Stock Units via the Company’s electronic mail system or other electronic delivery system. 

  
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	10.	Incorporation of Plan by Reference.  

 These Terms and Conditions are made
pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The
Grantee’s receipt of the Restricted Stock Units awarded under these Terms and Conditions constitutes such Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, these Terms and Conditions,
and/or the Restricted Stock Units shall be final and binding on the Grantee, his or her beneficiaries, and any other person having or claiming an interest in such Restricted Stock Units. The settlement of any award with respect to Restricted Stock
Units is subject to the provisions of the Plan and to interpretations, regulations, and determinations concerning the Plan as established from time to time by the Committee in accordance with the provisions of the Plan. A copy of the Plan will be
furnished to each Grantee upon request. Additional copies may be obtained from the Corporate Secretary of the Company, 1601 Market Street, Philadelphia, Pennsylvania 19103-2197. 

 

	11.	Income Taxes; Withholding Taxes.  

 The Grantee is solely responsible for the
satisfaction of all taxes and penalties that may arise in connection with the Restricted Stock Units pursuant to these Terms and Conditions. At the time of taxation, the Company shall have the right to deduct from other compensation, or from amounts
payable upon settlement of the Restricted Stock Units, an amount equal to the federal (including FICA), state, local and foreign income and payroll taxes and other amounts as may be required by law to be withheld with respect to the Restricted Stock
Units. Subject to approval by the Committee and unless the Grantee otherwise notifies the Company that he will pay the taxes in cash, taxes may be withheld upon settlement of the Restricted Stock Units by withholding shares of the Company’s
Common Stock, provided that any share withholding shall not exceed the Grantee’s minimum applicable withholding tax rate for federal (including FICA), state, local, and foreign tax liabilities, unless the Committee determines otherwise,
consistent with the terms of the Plan. 
  

	12.	Governing Law.  

 The validity, construction, interpretation, and effect of this
instrument shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle. 

 

	13.	Grant Subject to Applicable Laws and Company Policies.  

 These Terms and
Conditions shall be subject to any required approvals by any governmental or regulatory agencies. This award of Restricted Stock Units shall also be subject to any applicable clawback or recoupment policies, share trading policies, and other
policies that may be implemented by the Board from time to time in accordance with applicable law. Notwithstanding anything in these Terms and Conditions to the contrary, the Plan, these Terms and Conditions, and the Restricted Stock Units awarded
hereunder shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Committee
reserves the right to modify these Terms and Conditions and the Restricted Stock Units as necessary to conform to any restrictions imposed by any such laws, regulations, 

  
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restrictions, or governmental guidance or to conform to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time
to time. As a condition of participating in the Plan, and by the Grantee’s acceptance of the Restricted Stock Units, the Grantee is deemed to have agreed to any such modifications that may be imposed by the Committee, and agrees to sign such
waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such modifications. 
  

	14.	Assignment.  

 These Terms and Conditions shall bind and inure to the benefit of
the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge, or otherwise dispose of the Restricted Stock Units, except to a Successor Grantee in the event of the Grantee’s death. 

 

	15.	Section 409A.  

 This award of Restricted Stock Units is intended to comply with
the “short term deferral” exception to section 409A of the Code and shall be administered in accordance with section 409A of the Code or such exception. Notwithstanding any provision to the contrary herein, payments made with respect to
this award of Restricted Stock Units may only be made in a manner and upon an event permitted by section 409A of the Code or an exception. To the extent that any provision of these Terms and Conditions would cause a conflict with the requirements of
section 409A of the Code or an exception, or would cause the administration of the Restricted Stock Units to fail to satisfy the requirements of section 409A of the Code, if applicable, such provision shall be deemed null and void to the extent
permitted by applicable law. If this award of Restricted Stock Units is subject to section 409A, in no event shall the Grantee, directly or indirectly, designate the calendar year of payment. 

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and attest this instrument, and the Grantee has
placed his or her signature hereon, effective as of the Grant Date set forth above. 
  

	
	RADIAN GROUP INC.
	
	By:
	Name:
	Title:


 By electronically acknowledging and accepting this award of Restricted Stock Units following the date of the
Company’s electronic notification to the Grantee, the Grantee (a) acknowledges receipt of the Plan incorporated herein, (b) acknowledges that he has read the Award Summary delivered in connection with this grant of Restricted Stock
Units and these Terms and Conditions and understands the terms and conditions of them, (c) accepts the award of the Restricted Stock Units described in these Terms and Conditions, (d) agrees to be bound by the terms of the Plan and these
Terms and Conditions, and (e) agrees that all decisions and determinations of the Committee with respect to the Restricted Stock Units shall be final and binding. 

  
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