exv10w1



 






Exhibit 10.1




RESTRICTED STOCK AGREEMENT




          THIS RESTRICTED STOCK AGREEMENT is made and entered into as of the date indicated on the
signature page under “Date of Agreement” by and between MGIC Investment Corporation, a Wisconsin
corporation (the “Company”), and the employee of Mortgage Guaranty Insurance Corporation whose
signature is set forth on the signature page hereto (the “Employee”).



INTRODUCTION




          The Company is awarding shares of the Company’s Common Stock, $1.00 par value per share (the
“Stock”), and to the extent, if any, indicated in this instrument, Restricted Stock Units (“RSUs”),
to the Employee under the MGIC Investment Corporation 2002 Stock Incentive Plan (the “Plan”) and
this Agreement.



          This Agreement consists of this instrument and the Incorporated Terms Dated As of January ___,
200___to Restricted Stock Agreement (the “Incorporated Terms”), which although not attached to this
instrument, are part of this Agreement and were provided to the Employee as indicated in Paragraph
1(b) below.



          The parties mutually agree as follows:



          1. Award of Restricted Stock or RSUs; Incorporated Terms.



               (a) Subject to the terms and conditions set forth herein, the Company awards the Employee the
number of shares of Stock as follows: the number of shares set forth after “Shares of Base
Restricted Stock” on the signature page shall be the “Base Restricted Stock”; the number of shares
set forth after “Shares of Matching Restricted Stock” on the signature page shall be the “Matching
Restricted Stock”; the number of shares set forth after “Shares of Time Vested Restricted Stock”
shall be the “Time Vested Restricted Stock”; and the number of shares set forth after “Shares of
Performance Restricted Stock” shall be the “Performance Restricted Stock,” except that if after
“Restricted Stock Units” on the signature page “Yes” appears, then all shares of Stock indicated
after “Time Vested Restricted Stock” shall be awarded in the form of RSUs. The term “Restricted
Stock” as used in the remainder of this Agreement shall be applied separately to the Base
Restricted Stock, the Matching Restricted Stock, the Time Vested
Restricted Stock and the Performance Restricted Stock as if the term
“Restricted Stock” were the term “Base Restricted Stock,” “Matching Restricted Stock,” “Time Vested
Restricted Stock,” or “Performance Restricted Stock,” as the case may be.



               (b) The Incorporated Terms are incorporated in this instrument with the same effect as if they
were physically set forth in this instrument. The Incorporated Terms and this instrument
constitute a single agreement which is referred to as “this Agreement.” The terms “herein,”
“hereof,” “above” and similar terms used in this Agreement refer to this Agreement as a whole. The
Incorporated Terms were attached to an e-mail sent in ___, 2005 to the Employee from the
Company’s Secretary which included other documents relating to the Restricted Stock. The Company
is hereby advising the Employee to



 









 





print and retain a copy of the Incorporated Terms. The Employee agrees if there is any
difference between the text of the Incorporated Terms obtained as indicated above and the text of
the Incorporated Terms retained by the Company’s Secretary, the text of the copy retained by the
Secretary will control.




          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer, and the Employee has hereunto affixed his hand and seal, all as of the day and
year set forth below.



	 	 	 	 	 
	

	 	Date of Agreement:
	 	As of January ___, 200_
	 
	 	 	 	 
	

	 	 	 	MGIC INVESTMENT CORPORATION
	 
	 	 	 	 
	

	 	 	 	By:
	

	 	 	 	 
	

	 	 	 	Title:
	 
	

	 	Sign Here:     
ð
	 	(SEAL)
	

	 	 	 	 
	

	 	 	 	Name:
	 
	 	 	 	 
	

	 	 	 	Shares of Base Restricted Stock:                                    
	 
	 	 	 	 
	

	 	 	 	Shares of Matching Restricted Stock:                            
	 
	 	 	 	 
	

	 	 	 	Shares of Time Vested Restricted Stock:                       
	 
	 	 	 	 
	

	 	 	 	Shares of Performance Restricted Stock:                       
	 
	 	 	 	 
	

	 	 	 	Restricted Stock Units:                                                     
	 `
	 	 	 	 
	

	 	 	 	Base Restricted Stock
	

	 	 	 	Release Date:           January ___, 200_
	 
	 	 	 	 
	

	 	 	 	Matching Restricted Stock
	

	 	 	 	Release Date:                January ___, 200_
	 
	 	 	 	 
	

	 	 	 	Time Vested Restricted Stock
	

	 	 	 	Release Date:           Each of January ___, 200_ — 20___
	 
	 	 	 	 
	

	 	 	 	Restricted Stock Units
	

	 	 	 	Settlement Date:
	 
	 	 	 	 
	

	 	 	 	Performance Restricted Stock
	

	 	 	 	Release Date:           Each of January ___, 200_ — 20___
	 
	 	 	 	 
	

	 	 	 	Target: $___
	 
	 	 	 	 
	

	 	 	 	*   *  
*   *






-2-









 






	 	 	 	 	 
	

	 	 	 	Beneficiary:
	

	 	 	 	

	 
	 	 	 	 
	

	 	 	 	Address of Beneficiary:
	 
	 	 	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	 	 	Beneficiary Tax Identification
	

	 	 	 	No:
	

	 	 	 	







-3-