Exhibit 4.8


 


RESTRICTED STOCK AWARD AGREEMENT


 


THIS AGREEMENT (the “Agreement”), is made, effective as of May 14, 2004, (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 May 14, 2009.


 


(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.


 

















 


(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 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 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


 


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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.


 


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.


 


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next page.]


 


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


 


 


	
   

  	
  BRISTOL WEST HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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