Unassociated Document


    
      

    


    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 _______, an employee of the Company or an Affiliate
      (as defined below) of the Company, hereinafter referred to as the
“Executive.”

    


    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 grant the Shares provided for herein
      (the
“Restricted Stock Award”) to the Executive as an incentive for increased efforts
      during his or her term of office with the Company or its Affiliates, 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 Executive 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 Executive continues to
      be
      employed by the Company or its Affiliates, the Restricted Stock shall become
      fully vested on _________ [TWO
      YEARS FROM THE GRANT DATE].

    


    (b)    If
      the
      Executive’s employment with the Company or its Affiliates terminates as a result
      of the Executive’s death or Disability (as hereinafter defined) the Restricted
      Stock shall, to the extent not then vested, immediately become fully vested.
      If
      the Executive’s employment 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 Executive without consideration. For purposes of this
      Agreement, “Disability” shall mean “disability” as defined in any employment
      agreement then in effect between the Executive and the Company or any subsidiary
      thereof, or if not defined therein or if there is no such agreement, 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 Executive’s becoming unable
      to engage in the activities required by Executive’s job 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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      
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    (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. 

    


    3.     Certificates.
      Certificates evidencing the Restricted Stock shall be issued by the Company
      and
      shall be registered in the Executive’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 Executive 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
      Executive 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
      Executive 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
      Executive 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 Executive or to the
      Executive’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 Executive
      as contemplated by Section 3 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 employee stockholder’s agreement or
      other agreement with the Company or any of its Affiliates regarding the
      transferability, sale or other disposition of the Restricted Stock.

    


    7.    Purchaser’s
      Employment by the Company.
      Nothing
      contained in this Agreement or in any other agreement entered into by the
      Company or its Affiliates and the Executive contemporaneously with the execution
      of this Agreement (subject to any rights set forth in an employment agreement
      between the Executive and the Company or any Affiliate as in effect from time
      to
      time) (i) obligates the Company or any Affiliate to employ the Executive in
      any
      capacity whatsoever or (ii) prohibits or restricts the Company (or any
      Affiliate) from terminating the employment, if any, of the Executive at any
      time
      or for any reason whatsoever, with or without cause, and the Executive hereby
      acknowledges and agrees that neither the Company nor any other Person has made
      any representations or promises whatsoever to the Executive concerning the
      Executive’s employment or continued employment by the Company or any Affiliate
      thereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      
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    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.

    


    9.     Withholding.
      It
      shall be a condition of the obligation of the Company to deliver Restricted
      Stock to the Executive that the Executive 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 Executive hereunder and/or withholding
      amounts from any compensation or other amount owing from the Company to the
      Executive), to satisfy the obligations for payment of the minimum amount of
      any
      such taxes. The Executive 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 Executive 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 Executive 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 Executive
      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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      
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    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 Executive 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 Executive shall, if the
      Executive is then deceased, be given to the Executive’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.

    


    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 the terms and provisions of the
      Plan,
      the Employee Stockholder’s Agreement between Employee and Bristol West Holdings,
      Inc. and the other parties thereto, and the Sale Participation Agreement, in
      each case to the extent applicable to the Restricted Stock. In the event of
      a
      conflict between any term or provision contained herein and a term or provision
      of the Plan, the Employee Stockholder’s Agreement, or the Sale Participation
      Agreement, the applicable terms and provisions of the Plan, the Employee
      Stockholder’s Agreement, or the Sale Participation Agreement, as applicable,
      will govern and prevail. In the event of a conflict between any term or
      provision of the Plan and any term or provision of the Employee Stockholder’s
      Agreement or the Sale Participation Agreement, the applicable terms and
      provisions of the Employee Stockholder’s Agreement or the Sale Participation
      Agreement will govern and prevail.

     

    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.

    


    [Continued
      on next page.]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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

    


    


    
      	 	
              BRISTOL
                WEST HOLDINGS, INC.

            	 
	 	 	 	 
	 	
              By:

            	
               

            	 
	 	
              Name:
                

            	 	 
	 	
              Title:

            	 	 
	 	 	 	 
	 	 	 	 
	 	
              EXECUTIVE

            	 
	 	 	 	 
	 	 	
               

            	 
	 	
              [NAME]