exv10w1






Exhibit 10.1



August __, 2009




[Name]

c/o Reliance Standard Life Insurance Company

2001 Market Street, Suite 1500

Philadelphia, Pennsylvania 19103-7303




Re: Stock Option Award Agreement




Dear [Name]:




     We are pleased to inform you that, pursuant to action taken by the Compensation Committee (the
“Committee”) of the Board of Directors of Delphi Financial Group, Inc. (“Delphi”) under Section 5
of the 2003 Employee Long-Term Incentive and Share Award Plan, as amended (the “Plan”), you have
been granted options to purchase up to 200,000 shares of Delphi’s Class A Common Stock (the
“Stock”) at the price of $24.91 per share (the “Options”), which was the fair market value of the
Stock, as determined under the Plan, on August 5, 2009, the date of such action. This notice, once
countersigned by you, shall constitute an “Award Agreement” as defined in Section 2(c) of the Plan.



     Such option grant is in all respects governed by, and is subject to, the terms and conditions
set forth herein and in Exhibit A hereto. All capitalized terms used but not defined herein shall
have the meanings given to them in the Plan.



     The Options will become exercisable, in accordance with the procedures set forth herein, if
and to the extent that Reliance Standard Life Insurance Company of Texas and its consolidated
subsidiaries (collectively, “the RSL Companies” and, each, an “RSL Company”) meet the following
financial performance goals:



     (a) If the RSL Companies’ aggregate Adjusted Pre-Tax Operating Income, as defined in Exhibit A
hereto (“Adjusted Pre-Tax Operating Income”), for the period consisting of Delphi’s 2009, 2010,
2011 and 2012 fiscal years is at least $782,801,000, 100,000 Options shall become exercisable.
Alternatively, if the RSL Companies’ aggregate Adjusted Pre-Tax Operating Income for such period
does not reach $782,801,000 but is greater than $738,284,000, a reduced number of the Options shall
become



 









 







exercisable, to be determined by interpolating between zero and 100,000 in relation to the point at
which the Adjusted Pre-Tax Operating Income amount falls in the range between $738,284,000 and
$782,801,000 (with such number to be rounded to the nearest whole number). For example, if
Adjusted Pre-Tax Operating Income for such period were exactly $760,542,500, 50,000 Options would
become exercisable.



     (b) If the RSL Companies’ aggregate Adjusted Pre-Tax Operating Income for the period
consisting of Delphi’s 2009, 2010, 2011, 2012, 2013 and 2014 fiscal years is at least
$1,350,694,000, 200,000 Options, less the number of Options, if any, as have previously become
exercisable pursuant to the preceding clause (a) (the “Previously Vested Options”), shall become
exercisable. Alternatively, if the RSL Companies’ aggregate Adjusted Pre-Tax Operating Income for
such period does not reach $1,350,694,000 but is greater than $1,220,955,000, a reduced number of
the Options shall become exercisable, to be determined by interpolating between zero and 200,000 in
relation to the point at which the Adjusted Pre-Tax Operating Income amount falls in the range
between $1,220,955,000 and $1,350,694,000 (with such number to be rounded to the nearest whole
number) and subtracting the number of the Previously Vested Options, if any. For example, if
Adjusted Pre-Tax Operating Income for such period were exactly $1,285,824,500, and the number of
the Previously Vested Options was 80,000, 20,000 Options would become exercisable. If, in such
example, there were instead no Previously Vested Options, 100,000 Options would become exercisable.



     (c) In addition, if your employment with Delphi’s subsidiary, Reliance Standard Life Insurance
Company (“RSL”), terminates due to death or Disability or is terminated by RSL without Cause or by
you for Good Reason, then, notwithstanding any provisions hereof or of the Plan to the contrary,
with respect to Options that have not become exercisable prior to such termination pursuant to the
provisions of the preceding clauses (a) and/or (b), such Options will become exercisable at such
times, if any, as would have been the case pursuant to such clauses if not for such termination;
provided, however, that the number of Options that becomes exercisable will, in
each case, be reduced by a percentage equal to the applicable percentage of the three-year period
(in the case of clause (a)) and the six-year period (in the case of clause (b)) during which you
were not employed by RSL by reason of such termination. For purposes of this clause (c), the
following definitions shall apply:



     “Disability” shall mean an illness, injury, accident or



 









 







condition of either a physical or psychological nature as a result of which you are unable to perform substantially the duties and
responsibilities of your position during a period of 180 days during a period of 365 consecutive
calendar days.



     “Cause” shall mean (i) conviction of a felony or other crime involving fraud, dishonesty or
moral turpitude, (ii) fraud or intentional misrepresentation, embezzlement, misappropriation or
conversion of assets or opportunities of Delphi or any Subsidiary thereof, or any unauthorized
disclosure of confidential information or trade secrets of Delphi or any Subsidiary thereof (a
“Breach of Confidentiality”), or (iii) gross neglect of duties of your office specified by the
Board of Directors of RSL.



     “Good Reason” shall mean (i) reduction of your base salary for any fiscal year to less than
100 percent of the rate of base salary in effect for you as of the date of this Award Agreement; or
(ii) the failure of RSL to continue in effect any retirement, life insurance, medical insurance or
disability plan in which you were participating of as the date of this Award Agreement, except, as
to any such plan, where RSL provides you with a plan that provides substantially comparable
benefits or where the discontinuation of such plan applies generally with respect to the employees
of RSL (or, in the case of a plan furnished only to a specified group of RSL employees, with
respect to such group).



     Options that do not become exercisable pursuant to the provisions of the preceding clauses
(a), (b) and/or (c) shall expire and terminate in their entirety without becoming exercisable.



     For purposes of application of the foregoing provisions relating to the exercisability of the
Options, the following procedures shall apply:



     Each determination of Adjusted Pre-Tax Operating Income shall be made by Delphi, based upon a
statement of operations of the RSL Companies for the applicable period conforming to the provisions
of Exhibit A hereto and in form and substance reasonably acceptable to Delphi.



     Delphi shall notify you in writing, within 65 days following the close of each of the
multi-year periods referenced in the preceding clauses (a) and (b), of its determination as to
the level of aggregate Adjusted Pre-Tax Operating Income



 









 







achieved and, based on such
determination, the extent to which the Options have become exercisable pursuant to the applicable
provision of such clauses (a) and (b) or, if applicable, clause (c). Options having become
exercisable, as described in such notice, shall for all purposes of the Plan be exercisable
immediately as of the date of such notice.



     Options that become exercisable as provided herein will, if not sooner exercised or terminated
pursuant to the provisions hereof, terminate at the close of business on August 5, 2019. The
Options are in all respects subject to each of the terms and conditions of the Plan, a copy of
which is attached hereto as Exhibit B, except as otherwise specifically provided herein and except
that: (i) the provisions of Sections 5(b)(iii), (iv), (vi) and (viii) of the Plan will not limit
your ability to exercise, following a termination of your employment by RSL or for the other
reasons set forth therein, Options that have become exercisable as of the date of such termination
or that become exercisable thereafter pursuant to the provisions of clause (c) above; provided,
however, that the Options will terminate in their entirety upon the occurrence of a Breach of
Confidentiality on your part occurring subsequent to such termination of employment; (ii) for
purposes of Section 5(b)(v) of the Plan, your discharge for cause shall result in the termination
of Options that are exercisable at the time of such discharge only where the Committee determines
that the discharge was based on an event or action of the type described in clause (ii) of the
definition of “Cause” above; and (iii) notwithstanding the provisions of Section 5(b)(ix) of the
Plan, the exercise price for the Options may be paid by your directing that Delphi withhold from
the Option shares a number of shares having a market value, at the time of exercise, equal to such
exercise price, so long as such payment method will not, in Delphi’s judgment, result in adverse
accounting consequences for Delphi; and (iv) the provisions of Section 8(a) of the Plan shall not
apply to the Options.



     In addition, if RSL terminates your employment without Cause or if you terminate your
employment for Good Reason (as such term is defined above), in either case subsequent to the
occurrence of a Change of Ownership, and all or a portion of the Unvested Options remain
outstanding as of the date (the “Termination Date”) of such termination (whether such Options are
then exercisable for shares of Delphi or another company, cash or other property), then, so long as
the Performance Condition has been satisfied as of the Termination Date, the
remaining Unvested Options shall immediately become exercisable



 









 







in their entirety. For purposes of this paragraph:



     “Change of Ownership” shall mean, in addition to the events specified in the definition of
such term contained in the Plan, the occurrence of any transaction pursuant to which Delphi ceases
to own, directly or indirectly, a majority of the total voting power of the voting securities of
RSL.



     “Performance Condition” shall mean the attainment by the RSL Companies, for the period
commencing on January 1, 2010 through and including the full calendar quarter most recently having
been completed as of the Termination Date, of aggregate Adjusted Pre-Tax Operating Income in an
amount representing a compound average annualized growth rate of at least nine and one-half percent
(9.5%), utilizing $160,254,000 as the base amount. For example, as to a Termination Date occurring
on July 12, 2011, the Performance Condition would relate to the period from January 1, 2010 through
June 30, 2011, and would require that aggregate Adjusted Pre-Tax Operating Income for such period
equal at least $271,552,406.



     Finally, in accordance with Section 6(d) of the Plan, this will confirm that you may, upon
written notice to Delphi, transfer the Options, for or without consideration, to members of your
immediate family (as defined below), to a partnership or limited liability company in which one or
more of your immediate family members are the only partners or members, or to a trust or trusts
established for your exclusive benefit or the exclusive benefit of one or more members of your
immediate family. Any Options held by the transferee will continue to be subject to the same terms
and conditions that were applicable to the Options immediately prior to the transfer, except that
the Options will be transferable by the transferee only by will or the laws of descent and
distribution. For purposes hereof, “immediate family” means your children, grandchildren, and
spouse. You are further advised that, under existing rules of the Securities and Exchange
Commission, any Form S-8 registration statement filed by Delphi relating to the Plan will not cover
the exercise of Options transferred for consideration, and therefore, such exercise would be
required to be covered by an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), or otherwise be exempt from registration under the 1933 Act, and shares
of Stock acquired on such exercise would constitute “restricted securities” within the meaning of
Rule 144 under the 1933 Act. No assurance can be given that, under such circumstances,
registration under the
1933 Act with respect to such exercise or such shares can or



 









 




will be effected or that an
exemption from such registration will be available.




     If you are in agreement with and accept each of the terms and conditions of the Options, as
described above, please confirm such agreement and acceptance by executing and dating both
counterparts of this Stock Option Award Agreement and returning one fully executed counterpart to
me. The other
counterpart should be retained for your files.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	 	 
	 	Chad W. Coulter 	 
	 	Senior Vice President, Secretary
and General Counsel 	 
	 



Agreed to and accepted:




	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	Date:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	[Name]
	 	 	 	 	 	 	 	 







 









 








Exhibit A

to

Stock Option Award Agreement




Adjusted Pre-Tax Operating Income




     Capitalized terms used but not defined herein shall have the meanings given to them in the
Stock Option Award Agreement to which this Exhibit A is attached (the “Option Agreement”). For
purposes of the Option Agreement, “Adjusted Pre-Tax Operating Income” shall be determined for each
of the 2009, 2010, 2011, 2012, 2013 and 2014 fiscal years and shall consist, for each such year, of
the consolidated net income of the RSL Companies, excluding realized investment gains and losses
and before extraordinary gain or loss and federal income tax expense, with the following additional
adjustments:



     (a) the effect, whether positive or negative, on the RSL Companies’ net investment income of
each and every Alternative Investment held by any of such companies during such year shall be
eliminated, with the same effect as if such Alternative Investment had not been held by any of the
RSL Companies at any time during such year. For this purpose, an “Alternative Investment” shall
mean an investment (which, for this purpose, shall be deemed to include a derivative instrument
except as provided in the following sentence) whose changes in fair value (positive or negative)
are included in net investment income for purposes of Delphi’s consolidated financial statements
for such year, including but not limited to investments in investment funds organized as limited
partnerships and limited liability companies, trading account securities and hybrid financial
instruments accounted for under Statement of Financial Accounting Standards No. 155 or any
subsequent replacement thereof or similar accounting pronouncement. For the purpose of this
definition, an Alternative Investment shall not include any derivative instrument utilized for
purposes of funding the RSL Companies’ interest crediting obligations under indexed annuities.



     (b) the amount of the RSL Companies’ net investment income for such year shall, after taking
into account all adjustments made with respect to such year pursuant to the preceding clause (a),
be adjusted upward by adding to such amount the product of (i) five percent (5%) (the “Substituted
Return Amount”) and (ii) the Average Alternative Asset Balance for such year. For this
purpose, the “Average Alternative Asset Balance” shall mean, for such year, (x) the sum of the
carrying values of the Alternative



 









 







Investments (other than derivative instruments) held by the RSL
Companies on the last business day of each of the twelve calendar months in such year, divided by
(y) twelve.



     (c) for purposes of all calculations relating to the amortization of the RSL Companies’
deferred acquisition costs performed with respect to such year which take into account the return
of Alternative Investments for such year, the Substituted Return Amount shall be utilized in lieu
of the actual return percentage of the Alternative Investments for such year.



     (d) for purposes of all calculations relating to the amortization of the RSL Companies’
deferred acquisition costs performed with respect to such year, the effect of realized investment
gains and losses, including but not limited to losses arising from other than temporary impairment,
shall be removed with the same effect as if such realized gains and/or losses had
not occurred.



     (e) the effects of (i) dividends received with respect to shares of stock of Delphi held by
any of the RSL Companies and (ii) the payment of interest on surplus notes issued by any of the RSL
Companies to Delphi and/or any subsidiary of Delphi shall be eliminated with the same effect as if
such dividends had not been paid and such interest payments had not been made.



     (f) with respect to the RSL Companies’ Policy Administration and Claims System (the “System”)
presently licensed by RSL from Delphi pursuant to the Master Software License Agreement dated as of
September 1, 2002 (the “Agreement”), (i) all payments made by RSL pursuant to the Agreement shall
be eliminated with the same effect as if such payments had not been made and (ii) depreciation
expenses associated with the System shall be recognized by the RSL Companies to the same extent as
if RSL were the owner of the System.



     (g) there shall be added as an additional item of expense for each year an amount equal to the
excess, if any, of (i) five percent (5%) of the aggregate premiums collected by the RSL Companies
for such year with respect to disability (short-term and long-term) and New York Disability
Benefits Law (DBL) coverages under policies issued pursuant to their Integrated Employee Benefits
program (including any similar future program,
regardless of its name) over (ii) the aggregate of all cash compensation paid by the RSL
Companies for such year to their



 









 







affiliate, Matrix Absence Management, Inc. (“Matrix”), or any
other affiliate of the RSL Companies which in the future provides services with respect to such
program of a nature similar to those presently provided by Matrix.



     All accounting terms used herein shall be construed in accordance with United States Generally
Accepted Accounting Principles, as in effect as of January 1, 2009 (“GAAP”), and all calculations
relating to Adjusted Pre-Tax Operating Income required by this Exhibit A shall be made according to
GAAP, subject only to the modifications specifically required by clauses (a) through (f) of the
preceding paragraph. However, if subsequent to January 1, 2009, any change to GAAP becomes
effective which either the RSL Optionholders (as such term is defined below), on one hand, or
Delphi, on the other, believes should be taken into account for purposes of calculating Adjusted
Pre-Tax Operating Income hereunder (including, for example, a situation in which such change is
anticipated to have a significant impact on Delphi’s reported results), Delphi and the RSL
Optionholders will jointly discuss and consider in good faith whether any amendments to this
Exhibit A would be appropriate to take such change into account, and jointly recommend to the
Committee for adoption any amendments mutually determined to be appropriate for such purpose.



     All calculations of Adjusted Pre-Tax Operating Income shall be subject to the further Special
Adjustments for which this Exhibit A provides. The determination of Adjusted Pre-Tax Operating
Income will be made by Delphi annually within 65 days of the end of each year.



Special Adjustments





Adjustment events: Each of the following shall constitute an Adjustment Event for
purposes of the Option Agreement:




     (A) the payment by the RSL Companies of stockholder dividends (other than dividends
paid to another RSL Company) exceeding (i) $12,000,000 in the aggregate during the period
consisting of Delphi’s 2009, 2010 and 2011 fiscal years or (ii) $24,000,000 in the aggregate
during the period consisting of the 2009, 2010, 2011, 2012, 2013 and 2014 fiscal years (the
“Performance Period”);




     (B) the making by Delphi of capital and/or surplus contributions to any of the RSL
Companies at any time



 









 







during the Performance Period, regardless of the form of such
contribution, which, taken together with any previous such contributions during the
Performance Period, exceed $25,000,000 in the aggregate;




     (C) the acquisition by Delphi, directly or indirectly, of a company or a division or
business unit thereof by merger, consolidation, purchase of equity interests or assets or
any other similar transaction, the business activities of which are substantially related to
any of the business activities then conducted (or intended to be conducted subsequent to
such acquisition) by the RSL Companies.




Upon the occurrence of an Adjustment Event, Delphi executive management, in consultation
with the Chief Executive Officer of the RSL Companies, may recommend to the Committee any
amendments or modifications to the conditions to vesting of the Options relating to the
financial performance of the RSL Companies, as set forth in clauses (a) and (b) at page 2 of
the Option Agreement (the “Vesting Provisions”), which Delphi executive management believes
in good faith to be necessary or appropriate to take into account the effect of such
Adjustment Event, including but not limited to the adjustment of one or more of the Adjusted
Pre-Tax Operating Income thresholds set forth therein. It is anticipated that such
adjustments will consist of reductions (in the case of an Adjustment Event described in
clause (A) above) and increases (in the case of an Adjustment Event described in clause (B)
above) in such thresholds, respectively, by applying an appropriate interest factor to the
relevant amounts paid as dividends or contributed to capital, as the case may be.




Upon receipt of any such recommendation, the Committee shall determine in its sole
discretion whether to amend or modify the Vesting Provisions based on the relevant
Adjustment Event, and the terms and conditions of any such amendment or modification. Any
such amendment or modification shall be communicated in writing to, and shall be final and
binding on, each holder of Stock options whose terms contain goals relating to Adjusted
Pre-Tax Operating Income for the 2009-2014 period (collectively, the RSL Optionholders”).
For the purpose of avoidance of doubt, no
such amendment or modification shall be deemed to have materially and adversely affected the
rights of any RSL



 









 







Optionholder under the Options for any purpose of Section 9(d) of the
Plan.




Employee option expenses: SFAS 123R expenses attributable to options granted to RSL
employees on or after January 1, 2009 (other than the options granted to the RSL
Optionholders) shall be included as items of expense.



Arbitration





Delphi shall provide each RSL Optionholder with a detailed written calculation supporting
Delphi’s determination as to whether the applicable goal has been achieved (each, a “Delphi
Determination”) and, where such calculation indicates such goal having been achieved,
confirming the number of Options having become exercisable as a result thereof, within
ninety (90) days after the completion of each of the 2011 and 2014 fiscal periods. If a
majority of the RSL Optionholders shall disagree with any Delphi Determination, the RSL
Optionholders shall give written notice of such disagreement to Delphi within ten (10)
business days after receipt of such Delphi Determination. If within twenty (20) business
days after Delphi’s receipt of the notice of disagreement from the RSL Optionholders
referenced in the immediately preceding sentence, Delphi and the RSL Optionholders are
unable to agree with regard to any Delphi Determination, the disagreement may be submitted
to arbitration by either Delphi or the RSL Optionholders, which arbitration determination
shall be final and binding on the parties. The party instituting the arbitration procedures
shall give written notice to the other party of its desire to arbitrate and such notice
shall specify the name and address of the person designated to act as an arbitrator on its
behalf. Within twenty (20) business days after the service of this notice, the other party
shall notify the first party of the appointment of its arbitrator within the twenty (20)
business day period specified above, then the appointment of the second arbitrator shall be
made in the same manner as hereinafter provided for the appointment of a third arbitrator in
a case where the two appointed arbitrators are unable to agree upon a third arbitrator. The
two arbitrators so chosen shall meet within 10 business days after the second arbitrator is
appointed and shall select the third
arbitrator by mutual agreement. If the two arbitrators shall fail to appoint a third
arbitrator within 10 business



 









 







days after the second arbitrator is appointed, then the third
arbitrator shall be appointed by the American Arbitration Association (“AAA”), or
any organization successor thereto, in accordance with its prevailing rules. Each arbitrator
chosen or appointed pursuant to the foregoing provisions shall be an active or retired
officer of an insurance or reinsurance company and shall be a disinterested person.




The arbitrators shall review the provisions of this Exhibit A and the Option Agreement, as
well as any other documents or materials supplied by either party supporting such party’s
position. The arbitrators shall render their decision with regard to the disputed Delphi
Determination upon the concurrence of at least two of their number not later than thirty
(30) business days after the appointment of the third arbitrator. The decision of the
arbitrators shall be in writing and counterpart copies shall be delivered to each of Delphi
and the RSL Optionholders. In rendering their decision, the arbitrators shall have no power
to modify any of the provisions of this Agreement. All arbitration proceedings shall occur
in Philadelphia, Pennsylvania. Judgment may be entered on the award of the arbitrators and
may be enforced in accordance with the laws of the Commonwealth of Pennsylvania.




Immediately upon a party hereto giving written notice of its desire to arbitrate hereunder,
Delphi agrees upon request to provide the RSL Optionholders with access to the books and
records of the RSL Companies which reasonably relate to the Delphi Determinations
(including, without limitation, examination rights and the right to make abstracts or copies
from such books and records) during the normal business hours of RSL.




Each party shall pay the fees and expenses of the original arbitrator that it appointed (or
in the case of the second party, the arbitrator appointed on its behalf if it should fail to
appoint its own arbitrator). The fees and expenses of the third arbitrator and all other
expenses of the arbitrators shall be borne by Delphi, on one hand, and the RSL
Optionholders, on the other hand, equally. Each party shall bear the expense of its own
counsel and the preparation and presentation of proof or supportive
documentation.