Directors Restricted Stock Agreement


    
      

    


    RESTRICTED
      STOCK AWARD AGREEMENT

    


    


    THIS
      AGREEMENT (the “Agreement”), is made, effective as of ______ (the “Grant Date”),
      between Bristol West Holdings, Inc., a Delaware corporation (hereinafter called
      the “Company”), and _______, a member of the Board of Directors of the Company
      (a “Director”), hereinafter referred to as the “Grantee.”

    


    WHEREAS,
      the Company has adopted the 2004 Stock Incentive Plan for the Company and
      Subsidiaries (the “Plan”), the terms of which are hereby incorporated by
      reference and made a part of this Agreement (capitalized terms not otherwise
      defined herein shall have the same meanings as in the Plan);

     

    WHEREAS,
      the Committee has determined that it would be to the advantage and best interest
      of the Company and its shareholders to supplement the cash retainer paid to
      the
      Grantee for his or her service as a Director by granting the Shares provided
      for
      herein (the “Restricted Stock Award”) to the Grantee as an incentive for
      increased efforts during his or her term as a Director, and has advised the
      Company thereof and instructed the undersigned officer to grant this Restricted
      Stock Award;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained and other
      good and valuable consideration, receipt of which is hereby acknowledged, the
      parties hereto do hereby agree as follows:

     

    1.     Grant
      of the Restricted Stock.
      Subject
      to the terms and conditions of the Plan, and the additional terms and conditions
      set forth in this Agreement, the Company hereby grants to the Grantee a
      Restricted Stock Award equal to _____
      Shares
      (hereinafter called the “Restricted Stock”). The Restricted Stock shall vest and
      become nonforfeitable in accordance with Section 2 hereof.

    


    2.     Vesting.

    


    (a)    Unless
      otherwise provided in this Agreement, so long as the Grantee continues to serve
      as a Director, the Restricted Stock shall become fully vested on
      _________ [TWO
      YEARS FROM THE GRANT DATE].

    


    (b)    
If
      the
      Grantee’s service as a Director terminates as a result of the Grantee’s death or
      Disability (as hereinafter defined) the Restricted Stock shall, to the extent
      not then vested, immediately become fully vested. If the Grantee’s service as a
      Director is terminated for any reason other than due to death or Disability,
      the
      Restricted Stock shall, to the extent not then vested, be forfeited by the
      Grantee without consideration. For purposes of this Agreement, “Disability”
shall mean “disability” as defined in the Company’s long-term disability plan as
      in effect from time to time, or if there is no such plan or if not defined
      therein, the Grantee’s becoming unable to engage in the activities required by
      Grantee’s position as a Director by reason of any medically determined physical
      or mental impairment which can be expected to result in death or which has
      lasted or can be expected to last for a continuous period of not less than
      six
      (6) months.

    


    (c)    Notwithstanding
      any other provision of this Agreement to the contrary, upon the occurrence
      of a
      Change in Control, all unvested Restricted Stock shall become immediately
      vested.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      
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    3.    
Certificates.
      Certificates evidencing the Restricted Stock shall be issued by the Company
      and
      shall be registered in the Grantee’s name on the stock transfer books of the
      Company promptly after the date hereof, but shall remain in the physical custody
      of the Company or its designee at all times prior to the vesting of such
      Restricted Stock pursuant to Section 2. The Grantee hereby acknowledges and
      agrees that the Company shall retain custody of such certificate or certificates
      until the restrictions imposed by Section 2 on the Shares granted hereunder
      lapse. As a condition to the receipt of this Restricted Stock Award, the Grantee
      shall deliver to the Company a stock power, duly endorsed in blank, relating
      to
      the Restricted Stock. No certificates shall be issued for fractional
      Shares.

    


    4.      Rights
      as a Stockholder.
      The
      Grantee shall be the record owner of the Restricted Stock until or unless such
      Stock is forfeited pursuant to Section 2 hereof, and as record owner shall
      be
      entitled to all rights of a common stockholder of the Company, including,
      without limitation, voting rights with respect to the Restricted Stock;
provided,
      however,
      that
      any cash or in-kind dividends paid with respect to the Restricted Stock that
      has
      not previously vested shall be withheld by the Company and shall be paid to
      the
      Grantee only when, and if, such Restricted Stock shall become fully vested
      pursuant to Section 2. As soon as practicable following the vesting of the
      Restricted Stock pursuant to Section 2, certificates for the Restricted Stock
      which shall have vested shall be delivered to the Grantee or to the Grantee’s
      legal guardian or representative along with the stock powers relating
      thereto.

    


    5.      Legend
      on Certificates.
      The
      certificates representing the vested Restricted Stock delivered to the Grantee
      as contemplated by Section 4 above shall be subject to such stop transfer orders
      and other restrictions as the Committee may deem advisable under the Plan or
      the
      rules, regulations, and other requirements of the Securities and Exchange
      Commission, any stock exchange upon which such Stock is listed, and any
      applicable Federal or state laws, and the Committee may cause a legend or
      legends to be put on any such certificates to make appropriate reference to
      such
      restrictions.

    


    6.     Transferability.
      The
      Restricted Stock may not, at any time prior to becoming vested pursuant to
      Section 2 or thereafter, be transferred, sold, assigned, pledged, hypothecated
      or otherwise disposed of unless such transfer, sale, assignment, pledge,
      hypothecation or other disposition complies with the provisions of this
      Agreement and, to the extent applicable, any other agreement with the Company
      or
      any of its Affiliates regarding the transferability, sale or other disposition
      of the Restricted Stock.

    


    7.      Purchaser’s
      Directorship.
      Nothing
      contained in this Agreement or in any other agreement entered into by the
      Company or its Affiliates and the Grantee contemporaneously with the execution
      of this Agreement prohibits or restricts the Company from terminating the
      Grantee as a Director at any time or for any reason whatsoever, and the Grantee
      hereby acknowledges and agrees that neither the Company nor any other Person
      has
      made any representations or promises whatsoever to the Grantee concerning the
      Grantee’s continued service as a Director.

    


    8.     Change
      in Capitalization.
      If,
      prior to the time the restrictions imposed by Section 2 on the Restricted Stock
      granted hereunder lapse, the Company shall be reorganized or otherwise
      restructured, or consolidated or merged with another corporation (other than
      a
      Change in Control, which results in the immediate vesting of Restricted Stock),
      any stock, securities or other property exchangeable for such Stock pursuant
      to
      such reorganization, consolidation or merger shall be deposited with the Company
      and shall become subject to the restrictions and conditions of this Agreement
      to
      the same extent as if it had been the original property granted hereby, pursuant
      to Section 9 of the Plan.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      
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    9.     Withholding.
      It
      shall be a condition of the obligation of the Company to deliver Restricted
      Stock to the Grantee that the Grantee pay to the Company such amount as may
      be
      requested by the Company for the purpose of satisfying any liability for any
      federal, state or local income or other taxes required by law to be withheld
      with respect to such Restricted Stock, including the payment to the Company
      upon
      the vesting of the Restricted Stock or other settlement in respect of the
      Restricted Stock of all such taxes and requirements. The Company shall be
      authorized to take such action as may be necessary, in the opinion of the
      Company’s counsel (including, without limitation, withholding vested Restricted
      Stock otherwise deliverable to the Grantee hereunder and/or withholding amounts
      from any compensation or other amount owing from the Company to the Grantee),
      to
      satisfy the obligations for payment of the minimum amount of any such taxes.
      The
      Grantee is hereby advised to seek his own tax counsel regarding the taxation
      of
      the grant of Restricted Stock made hereunder.

    


    10.    Limitation
      on Obligations.
      The
      Company’s obligation with respect to the Restricted Stock granted hereunder is
      limited solely to the delivery to the Grantee of Shares on the date when such
      shares are due to be delivered hereunder, and in no way shall the Company become
      obligated to pay cash in respect of such obligation. This Restricted Stock
      Award
      shall not be secured by any specific assets of the Company or any of its
      subsidiaries, nor shall any assets of the Company or any of its subsidiaries
      be
      designated as attributable or allocated to the satisfaction of the Company’s
      obligations under this Agreement. In addition, the Company shall not be liable
      to the Grantee for damages relating to any delays in issuing the share
      certificates to him (or his designated entities), any loss of the certificates,
      or any mistakes or errors in the issuance of the certificates or in the
      certificates themselves.

    


    11.    
Securities
      Laws.
      Upon
      the vesting of any Restricted Stock, the Company may require the Grantee to
      make
      or enter into such written representations, warranties and agreements as the
      Committee may reasonably request in order to comply with applicable securities
      laws or with this Agreement. The granting of the Restricted Stock hereunder
      shall be subject to all applicable laws, rules and regulations and to such
      approvals of any governmental agencies as may be required.

    


    12.    Notices.
      Any
      notice to be given under the terms of this Agreement to the Company shall be
      addressed to the Company in care of its Secretary, and any notice to be given
      to
      the Grantee shall be addressed to him or her at the address given beneath his
      signature hereto. By a notice given pursuant to this Section 12, either party
      may hereafter designate a different address for notices to be given to him
      or
      her. Any notice that is required to be given to the Grantee shall, if the
      Grantee is then deceased, be given to the Grantee’s personal representative if
      such representative has previously informed the Company of his or her status
      and
      address by written notice under this Section 12. Any notice shall have been
      deemed duly given when enclosed in a properly sealed envelope or wrapper
      addressed as aforesaid, deposited (with postage prepaid) in a post office or
      branch post office regularly maintained by the United States Postal
      Service.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      
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    13.    Governing
      Law.
      The
      laws of the State of Delaware shall govern the interpretation, validity and
      performance of the terms of this Agreement regardless of the law that might
      be
      applied under principles of conflicts of laws.

    


    14.    Restricted
      Stock Award Subject to the Plan.
      The
      Restricted Stock Award shall be subject to all the terms and provisions of
      the
      Plan. In the event of any conflict between this Agreement and the Plan, the
      terms of the Plan shall control.

    


    15.    
Signature
      in Counterparts.
      This
      Agreement may be signed in counterparts, each of which shall be an original,
      with the same effect as if the signatures thereto and hereto were upon the
      same
      instrument.

    


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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement.

    


    


    
      	 	
              BRISTOL
                WEST HOLDINGS, INC.

            	 
	 	 	 	 
	 	
              By:

            	
               

            	 
	 	
              Name:

            	
               

            	 
	 	
              Title:

            	 	 
	 	 	 	 
	 	 	 	 
	 	
              DIRECTOR

            	 
	 	 	 	 
	 	 	 	 
	 	
              [NAME]