**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 calledthe “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 andSubsidiaries (the “Plan”), the terms of which are hereby incorporated byreference and made a part of this Agreement (capitalized terms not otherwisedefined herein shall have the same meanings as in the Plan);

 

WHEREAS,the Committee has determined that it would be to the advantage and bestinterest of the Company and its shareholders to grant the Shares provided forherein (the “Restricted Stock Award”) to the Executive as an incentive forincreased efforts during his or her term of office with the Company or itsAffiliates, and has advised the Company thereof and instructed the undersignedofficer to grant this Restricted Stock Award;

 

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

 

### 1.                                       Grant of theRestricted Stock.  Subject tothe terms and conditions of the Plan, and the additional terms and conditionsset forth in this Agreement, the Company hereby grants to the Executive aRestricted Stock Award equal to              Shares (hereinafter called the “Restricted Stock”).  The Restricted Stock shall vest and become nonforfeitable inaccordance with Section 2 hereof.

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### 2.                                       Vesting.

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###### (a)                                  Unlessotherwise provided in this Agreement, so long as the Executive continues to beemployed by the Company or its Affiliates, the Restricted Stock shall becomefully vested on May 14, 2009.

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###### (b)                                 If theExecutive’s employment with the Company or its Affiliates terminates as aresult of the Executive’s death or Disability (as hereinafter defined) theRestricted Stock shall, to the extent not then vested, immediately become fullyvested.  If the Executive’s employmentis terminated for any reason other than due to death or Disability, theRestricted Stock shall, to the extent not then vested, be forfeited by theExecutive without consideration.  Forpurposes of this Agreement, “Disability” shall mean “disability” as defined inany employment agreement then in effect between the Executive and the Companyor any subsidiary thereof, or if not defined therein or if there is no suchagreement, as defined in the Company’s long-term disability plan as in effectfrom time to time, or if there is no such plan or if not defined therein, theExecutive’s becoming unable to engage in the activities required by Executive’sjob by reason of any medically determined physical or mental impairment whichcan be expected to result in death or which has lasted or can be expected tolast for a continuous period of not less than six (6) months.

 

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###### (c)                                  Notwithstandingany other provision of this Agreement to the contrary, upon the occurrence of aChange in Control, all unvestedRestricted Stock shall become immediately vested.

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### 3.                                       Certificates.  Certificates evidencing the Restricted Stockshall be issued by the Company and shall be registered in the Executive’s nameon the stock transfer books of the Company promptly after the date hereof, butshall remain in the physical custody of the Company or its designee at alltimes prior to the vesting of such Restricted Stock pursuant toSection 2.  The Executive herebyacknowledges and agrees that the Company shall retain custody of suchcertificate or certificates until the restrictions imposed by Section 2 onthe Shares granted hereunder lapse.  Asa condition to the receipt of this Restricted Stock Award, the Executive shalldeliver to the Company a stock power, duly endorsed in blank, relating to theRestricted Stock. No certificates shall be issued for fractional Shares.

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### 4.                                       Rights as aStockholder.  TheExecutive shall be the record owner of the Restricted Stock until or unlesssuch Stock is forfeited pursuant to Section 2 hereof, and as record ownershall be entitled to all rights of a common stockholder of the Company,including, without limitation, voting rights with respect to the RestrictedStock; provided, however, that any cash or in-kinddividends paid with respect to the Restricted Stock that has not previouslyvested shall be withheld by the Company and shall be paid to the Executive onlywhen, and if, such Restricted Stock shall become fully vested pursuant toSection 2.  As soon aspracticable following the vesting of the Restricted Stock pursuant toSection 2, certificates for the Restricted Stock which shall have vestedshall be delivered to the Executive or to the Executive’s legal guardian orrepresentative along with the stock powers relating thereto.

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### 5.                                       Legend onCertificates.  Thecertificates representing the vested Restricted Stock delivered to theExecutive as contemplated by Section 4 above shall be subject to such stoptransfer orders and other restrictions as the Committee may deem advisableunder the Plan or the rules, regulations, and other requirements of theSecurities and Exchange Commission, any stock exchange upon which such Stock islisted, and any applicable Federal or state laws, and the Committee may cause alegend or legends to be put on any such certificates to make appropriatereference to such restrictions.

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### 6.                                       Transferability.  The Restricted Stock may not, at any timeprior to becoming vested pursuant to Section 2 or thereafter, betransferred, sold, assigned, pledged, hypothecated or otherwise disposed ofunless such transfer, sale, assignment, pledge, hypothecation or otherdisposition complies with the provisions of this Agreement and, to the extentapplicable, any employee stockholder’s agreement or other agreement with theCompany or any of its Affiliates regarding the transferability, sale or otherdisposition of the Restricted Stock.

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### 7.                                       Purchaser’sEmployment by the Company.  Nothing contained in this Agreement or in any other agreement enteredinto by the Company or its Affiliates and the Executive contemporaneously withthe execution of this Agreement (subjectto any rights set forth in an employment agreement between the Executive andthe Company or any Affiliate as in effect from time to time) (i)obligates the Company or any Affiliate to employ the Executive in any capacitywhatsoever 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 orwithout cause, and the Executive hereby acknowledges and agrees that neitherthe Company nor any other Person has made any representations or promiseswhatsoever to the Executive concerning the Executive’s employment or continuedemployment by the Company or any Affiliate thereof.

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### 8.                                       Change inCapitalization.  If, priorto the time the restrictions imposed by Section 2 on the Restricted Stockgranted hereunder lapse, the Company shall be reorganized or otherwiserestructured, or consolidated or merged with another corporation (other than aChange in Control, which results in the immediate vesting of Restricted Stock),any stock, securities or other property exchangeable for such Stock pursuant tosuch reorganization, consolidation or merger shall be deposited with theCompany and shall become subject to the restrictions and conditions of thisAgreement to the same extent as if it had been the original property grantedhereby, pursuant to Section 9 of the Plan.

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### 9.                                       Withholding.   It shall be a condition of the obligationof the Company to deliver Restricted Stock to the Executive that the Executivepay to the Company such amount as may be requested by the Company for thepurpose of satisfying any liability for any federal, state or local income orother taxes required by law to be withheld with respect to such RestrictedStock, including the payment to the Company upon the vesting of the RestrictedStock or other settlement in respect of the Restricted Stock of all such taxesand requirements.  The Company shall beauthorized to take such action as may be necessary, in the opinion of theCompany’s counsel (including, without limitation, withholding vested RestrictedStock otherwise deliverable to the Executive hereunder and/or withholdingamounts from any compensation or other amount owing from the Company to theExecutive), to satisfy the obligations for payment of the minimum amount of anysuch taxes.  The Executive is herebyadvised to seek his own tax counsel regarding the taxation of the grant ofRestricted Stock made hereunder.

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### 10.                                 Limitation onObligations.  TheCompany’s obligation with respect to the Restricted Stock granted hereunder islimited solely to the delivery to the Executive of Shares on the date when suchshares are due to be delivered hereunder, and in no way shall the Companybecome obligated to pay cash in respect of such obligation.  This Restricted Stock Award shall not besecured by any specific assets of the Company or any of its subsidiaries, norshall any assets of the Company or any of its subsidiaries be designated asattributable or allocated to the satisfaction of the Company’s obligationsunder this Agreement.  In addition, theCompany shall not be liable to the Executive for damages relating to any delaysin issuing the share certificates to him (or his designated entities), any lossof the certificates, or any mistakes or errors in the issuance of thecertificates or in the certificates themselves.

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### 11.                                 Securities Laws.  Upon the vesting of any Restricted Stock,the Company may require the Executive to make or enter into such writtenrepresentations, warranties and agreements as the Committee may reasonablyrequest in order to comply with applicable securities laws or with thisAgreement.  The granting of theRestricted Stock hereunder shall be subject to all applicable laws, rules andregulations and to such approvals of any governmental agencies as may berequired.

 

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### 12.                                 Notices.  Any notice to be given under the terms ofthis Agreement to the Company shall be addressed to the Company in care of itsSecretary, and any notice to be given to the Executive shall be addressed tohim or her at the address given beneath his signature hereto.  By a notice given pursuant to thisSection 12, either party may hereafter designate a different address fornotices to be given to him or her.  Anynotice that is required to be given to the Executive shall, if the Executive isthen deceased, be given to the Executive’s personal representative if suchrepresentative has previously informed the Company of his or her status andaddress by written notice under this Section 12.  Any notice shall have been deemed duly given when enclosed in aproperly sealed envelope or wrapper addressed as aforesaid, deposited (withpostage prepaid) in a post office or branch post office regularly maintained bythe United States Postal Service.

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### 13.                                 Governing Law.  The laws of the State of Delaware shallgovern the interpretation, validity and performance of the terms of thisAgreement regardless of the law that might be applied under principles ofconflicts of laws.

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### 14.                                 RestrictedStock Award Subject to the Plan.   The Restricted Stock Award shall be subject to the terms andprovisions of the Plan, the Employee Stockholder’s Agreement between Employeeand Bristol****West Holdings, Inc.and the other parties thereto, and the Sale Participation Agreement, in eachcase to the extent applicable to the Restricted Stock.  In the event of a conflict between any termor provision contained herein and a term or provision of the Plan, the EmployeeStockholder’s Agreement, or the Sale Participation Agreement, the applicableterms and provisions of the Plan, the Employee Stockholder’s Agreement, or theSale Participation Agreement, as applicable, will govern and prevail.  In the event of a conflict between any termor provision of the Plan and any term or provision of the EmployeeStockholder’s Agreement or the Sale Participation Agreement, the applicableterms and provisions of the Employee Stockholder’s Agreement or the SaleParticipation Agreement will govern and prevail.

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### 15.                                 Signature inCounterparts.  ThisAgreement 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 sameinstrument.

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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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