**Exhibit 4.9**

 

RESTRICTED STOCK AWARD AGREEMENT

 

THIS AGREEMENT (the “Agreement”), is made, effective as of           , 2004, (the “Grant Date”) betweenBristol West Holdings, Inc., a Delaware corporation (hereinafter called the“Company”), and                     ,a member of the Board of Directors of the Company (a “Director”), hereinafterreferred to as the “Grantee.”

 

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 supplement the cash retainerpaid to the Grantee for his or her service as a Director by granting the Sharesprovided for herein (the “Restricted Stock Award”) to the Grantee as anincentive for increased efforts during his or her term as a Director, and hasadvised the Company thereof and instructed the undersigned officer to grantthis 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 Grantee aRestricted Stock Award equal to               Shares(hereinafter called the “Restricted Stock”). The Restricted Stock shall vest and become nonforfeitable in accordancewith Section 2 hereof.

###  

### 2.                                       Vesting.

###  

###### (a)                                  Unless otherwiseprovided in this Agreement, so long as the Grantee continues to serve as aDirector, the Restricted Stock shall become fully vested on May 14, 2006.

######  

###### (b)                                 If theGrantee’s service as a Director terminates as a result of the Grantee’s deathor Disability (as hereinafter defined) the Restricted Stock shall, to theextent not then vested, immediately become fully vested.  If the Grantee’s service as a Director isterminated for any reason other than due to death or Disability, the RestrictedStock shall, to the extent not then vested, be forfeited by the Grantee withoutconsideration.  For purposes of thisAgreement, “Disability” shall mean “disability” as defined in the Company’slong-term disability plan as in effect from time to time, or if there is no suchplan or if not defined therein, the Grantee’s becoming unable to engage in theactivities required by Grantee’s position as a Director by reason of anymedically determined physical or mental impairment which can be expected toresult in death or which has lasted or can be expected to last for a continuousperiod 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 shallbecome immediately vested.

 

----

 

### 3.                                       Certificates.  Certificates evidencing the Restricted Stockshall be issued by the Company and shall be registered in the Grantee’s name onthe 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 Grantee 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 Grantee shalldeliver to the Company a stock power, duly endorsed in blank, relating to theRestricted Stock. No certificates shall be issued for fractional Shares.

###  

### 4.                                       Rights as aStockholder.  TheGrantee shall be the record owner of the Restricted Stock until or unless suchStock is forfeited pursuant to Section 2 hereof, and as record owner shallbe 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 tothe Restricted Stock that has not previously vested shall be withheld by theCompany and shall be paid to the Grantee only when, and if, such RestrictedStock shall become fully vested pursuant to Section 2.  As soon as practicable following the vestingof the Restricted Stock pursuant to Section 2, certificates for theRestricted Stock which shall have vested shall be delivered to the Grantee orto the Grantee’s legal guardian or representative along with the stock powersrelating thereto.

###  

### 5.                                       Legend onCertificates.  Thecertificates representing the vested Restricted Stock delivered to the Granteeas contemplated by Section 4 above shall be subject to such stop transferorders and other restrictions as the Committee may deem advisable under thePlan or the rules, regulations, and other requirements of the Securities andExchange Commission, any stock exchange upon which such Stock is listed, andany applicable Federal or state laws, and the Committee may cause a legend orlegends to be put on any such certificates to make appropriate reference tosuch restrictions.

###  

### 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 other agreement with the Company or any of its Affiliatesregarding the transferability, sale or other disposition of the RestrictedStock.

###  

### 7.                                       Purchaser’sDirectorship.  Nothingcontained in this Agreement or in any other agreement entered into by theCompany or its Affiliates and the Grantee contemporaneously with the executionof this Agreement prohibits or restricts the Company from terminating theGrantee as a Director at any time or for any reason whatsoever, and the Granteehereby acknowledges and agrees that neither the Company nor any other Personhas made any representations or promises whatsoever to the Grantee concerningthe Grantee’s continued service as a Director.

###  

### 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

 

2

----

 

### otherwise restructured, orconsolidated or merged with another corporation (other than a Change inControl, which results in the immediate vesting of Restricted Stock), anystock, 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.

###  

### 9.                                       Withholding.  It shall be a condition of the obligation ofthe Company to deliver Restricted Stock to the Grantee that the Grantee pay tothe Company such amount as may be requested by the Company for the purpose ofsatisfying any liability for any federal, state or local income or other taxesrequired by law to be withheld with respect to such Restricted Stock, includingthe payment to the Company upon the vesting of the Restricted Stock or othersettlement in respect of the Restricted Stock of all such taxes andrequirements.  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 Grantee hereunder and/or withholding amountsfrom any compensation or other amount owing from the Company to the Grantee),to satisfy the obligations for payment of the minimum amount of any suchtaxes.  The Grantee is hereby advised toseek his own tax counsel regarding the taxation of the grant of RestrictedStock made hereunder.

###  

### 10.                                 Limitation onObligations.  TheCompany’s obligation with respect to the Restricted Stock granted hereunder islimited solely to the delivery to the Grantee 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 Grantee 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.

###  

### 11.                                 Securities Laws.  Upon the vesting of any Restricted Stock,the Company may require the Grantee 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.

###  

### 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 Grantee shall be addressed to himor 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 Grantee shall, if the Grantee isthen deceased, be given to the Grantee’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 (with

 

3

----

 

### postage prepaid) in a postoffice or branch post office regularly maintained by the United States PostalService.

###  

### 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.

###  

14.                                 RestrictedStock Award Subject to the Plan. The Restricted Stock Award shall be subject to all the terms andprovisions of the Plan.  In the event ofany conflict between this Agreement and the Plan, the terms of the Plan shallcontrol.

 

### 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.

###  

### [*Continued onnext page*.]

###  

### 4

### 

###  

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

 

 
|   | BRISTOL WEST HOLDINGS, INC. |
|--------|-----------------------------|
|   |                        |
|   | By:                         |   |   |
|   | Name:                       |
|   | Title:                      |
|   |                        |
|   |                        |
|   | DIRECTOR                    |
|   |                        |
|   |                        |   |
|        |                             |  |  |  |

 

5

----