exv10w21







Exhibit 10.21




RESTRICTED STOCK AGREEMENT

PURSUANT TO THE

SYMETRA FINANCIAL CORPORATION EQUITY PLAN





     THIS AGREEMENT (this “Agreement” ) made as of the 4th day of
March, 2010 by and between Symetra Financial Corporation, a Delaware
corporation (the “Company” ), and [•] (the “Executive” ).



     WHEREAS, pursuant to the Symetra Financial Corporation Equity Plan
(the “Plan”), the Executive has been granted an award of [•] Shares (as defined in the Plan) that are subject to certain restrictions on transfer and risks of forfeiture (the
“Restricted Stock”) on the date hereof on the terms and subject to the conditions set forth in
this Agreement;



     WHEREAS, in consideration for this award of Restricted Stock, the Executive agrees to
accept the restrictions set forth herein;



     NOW, THEREFORE, in consideration of the premises and of the mutual agreements contained in
this Agreement, the parties hereto agree as follows:



     SECTION 1. Definitions. Capitalized terms used but not defined in this Agreement have the
meanings given such terms in the Plan. As used in this Agreement, the following terms shall have
the meanings set forth below:



     “Restrictions” means restrictions on sale or other transfer set forth in
Section 5 and the risks of forfeiture set forth in Section 2.



     SECTION 2. Vesting and Delivery. (a) Vesting. The Executive’s rights with respect to the Restricted
Stock shall become vested, and the Restrictions with respect to such Restricted Stock shall lapse,
on December 31, 2012; provided that the Executive must be employed by the Company or an affiliate
thereof on such date in order for the Executive’s rights with respect to the Restricted Stock to become vested, except as otherwise determined by the Committee in its sole discretion or as otherwise provided in
Section 2(b) below. Except as provided in Section 2(b) below, all unvested Restricted
Stock shall be forfeited by the Executive upon a termination of the Executive’s  employment for any reason.



     (b) Upon a Termination Without Cause or termination of the Executive’s employment by the Company due to the
Executive’s death or Disability, the Executive’s rights with respect to the following amounts of Restricted Stock shall become
vested and the Restrictions with respect to such amounts of Restricted Stock shall lapse:




	 	(i)	 	If such termination of employment is on or after December 31, 2010 but
prior to December 31, 2011, the Restrictions with respect to one-third of the
Restricted Stock shall lapse.














 






	 	(ii)	 	If such termination of employment is on or after December 31, 2011 but
prior to December 31, 2012, the Restrictions with respect to two-thirds of the
Restricted Stock shall lapse.





     (c) Delivery of Shares. On and following the date of this Agreement, Restricted Stock may be
evidenced in such manner as the Company may determine. If certificates representing Restricted
Stock are registered in the Executive’s name, such certificates must bear an appropriate legend
referring to the terms, conditions and restrictions (including the Restrictions) applicable to such
Restricted Stock, until such time, if any, as the Executive’s rights with respect to such Restricted Stock become vested
and the Restrictions with respect to such Restricted Stock lapse. Upon the vesting of the
Executive’s rights with respect to such Restricted Stock, the Company or other custodian, as applicable, shall deliver
such certificates to the Executive or the Executive’s legal representative.



     SECTION 3. Withholding, Section 83(b) Election, Consents and
Legends. (a) Withholding. The Company shall be entitled to require, as a condition to the
release of Restricted Stock that vests pursuant to this Agreement, that the Executive remit an
amount in cash sufficient to satisfy all applicable withholding taxes relating thereto as
determined by the Company; provided that, the Company may elect to allow the Executive to
satisfy the obligation to pay any such withholding tax, in whole or in part, (i) by having the
Company retain Shares upon the vesting of Restricted Stock to cover the amount of such
withholding tax or (ii) by delivery to the Company by the Executive of previously owned and
unrestricted Shares, in each case, in an amount having a value determined by the Company equal
to such withholding tax.
Notwithstanding the foregoing, the Company and each of its Affiliates shall have the right and are
hereby authorized to withhold the amount (in cash or, in the discretion of the Committee, Shares,
other securities, other awards or other property) of any applicable withholding taxes as determined
by the Company in respect of the Restricted Stock and to take such other action as may be necessary
in the discretion of the Committee to satisfy all obligations for the payment of such taxes.



     (b) Section 83(b) Election. The Executive shall be permitted to make an election under
Section 83(b) of the Code or under a similar provision of law. If the Executive makes such an
election, the Executive shall notify the Company of such election within ten days of filing notice
of the election with the Internal Revenue Service or other governmental authority, in addition to
any filing and notification required pursuant to regulations issued under Section 83(b) of the
Code or any other applicable provision.



     (c) Consents. The Executive’ s rights in respect of the Restricted Stock are conditioned on
the receipt to the full satisfaction of the Committee of any consents or other legal requirements
that the Committee may determine to be necessary or advisable (including, without limitation, the
Executive consenting to the Company’ s supplying to any third-party recordkeeper of the Plan such
personal information as the Committee deems advisable to administer the Plan and compliance with
any Company trading restrictions or trading policies).



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     (d) Legends. The Company may affix to certificates for Shares issued pursuant to this
Agreement any legend that the Committee determines to be necessary or advisable (including to
reflect any restrictions to which the Executive may be subject under any applicable securities
laws). The Company may advise the transfer agent to place a stop order against any legended
Shares.



     (e) Registration. Notwithstanding any provision of this Agreement to the contrary, if at any
time the Committee determines, in its sole discretion, that the listing, registration or
qualification of Shares issuable under this Agreement under any state or Federal law or on any
securities exchange on which the Shares are traded or inter-dealer quotation system on which the
Shares are quoted or the consent or approval of any governmental regulatory body is necessary as a
condition of, or in connection with, delivery of Shares issuable under this Agreement, such Shares
may not be delivered in whole or in part (and any attempt to deliver or to transfer any vested
Shares to the Executive shall be null and void) unless such listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions not acceptable to the
Committee.



     SECTION 4. Voting Rights; Dividend Equivalents. Prior to the date on which the Executive’s
rights with respect to a Restricted Share have become vested, the Executive shall be entitled to
exercise voting rights with respect to such Restricted Share and shall be entitled to receive
dividends or other distributions with respect thereto.



     SECTION 5. Non-Transferability of Restricted Stock. Unless otherwise provided by the
Committee in its discretion, Restricted Stock may not be sold, assigned, alienated, transferred,
pledged, attached or otherwise encumbered, except as provided in Section 20(b) of the Plan. Any
purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of a
Restricted Share in violation of the provisions of this Section 5 and Section 20(b) of the Plan
shall be null and void.



     SECTION 6. Rights of the Executive. None of the Restricted Stock, the execution of this
Agreement and the delivery of any vested Shares shall confer upon the Executive any right to, or
guarantee of, continued employment by the Company or any of its affiliates, or in any way limit the
right of the Company or any of its affiliates to terminate the employment of the Executive at any
time, subject to the terms of any written employment or similar agreement between the Company or
any of its affiliates and the Executive. The Restricted Stock shall not be treated as compensation
for purposes of calculating the Executive’s rights under any employee benefit plan, except to the
extent expressly provided in any such plan.



     SECTION 7. Relation to Plan. The Restricted Stock hereby granted are subject to, and the
Company and the Executive agree to be bound by, all of the terms and conditions of the Plan, as the
same may be amended from time to time in accordance with the terms thereof, but no such amendment
shall be effective as to the Restricted Stock without the Executive’s consent insofar as it may
materially and adversely affect the Executive’ s rights under this Agreement. Except as otherwise
provided herein, the Committee shall have sole discretion to determine whether the events or
conditions



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described in this Agreement have been satisfied and to make all other interpretations,
constructions and determinations required under this Agreement and all such determinations by the
Committee shall be final, binding and conclusive. In the event of any conflict between any term
or provision contained in this Agreement and a term or provision of the Plan, the applicable
terms and provisions of the Plan shall govern and prevail, and the Agreement shall be deemed to
be modified accordingly.




     SECTION 8. Notices. All notices and other communications hereunder shall be in writing and
shall be deemed given when delivered personally or when telecopied (with confirmation of
transmission received by the sender), three business days after being sent by certified mail,
postage prepaid, return receipt requested or one business day after being delivered to a
nationally recognized overnight courier with next day delivery specified to the parties at the
following addresses (or at such other address for a party as shall be specified by like notice):



If to the Company, to:



Vice President, Human Resources

Symetra Financial Corporation

777 108th Ave NE Suite 1200

Bellevue, Washington 98004



with a copy to:



General Counsel

Symetra Financial Corporation

777 108th Ave NE Suite 1200

Bellevue, Washington 98004



If to the Executive, to the address on file with the Company or any of its affiliates.




Notices sent by email or other electronic means not specifically authorized by this
Agreement shall not be effective for any purpose of this Agreement.




     SECTION 9. Waiver of Breach. The waiver by either party of a breach of any provision of this
Agreement must be in writing and shall not operate or be construed as a waiver of any other or
subsequent breach.



     SECTION 10. Executive’ s Undertaking. The Executive hereby agrees to take whatever additional
actions and execute whatever additional documents the Company may in its reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the obligations or
restrictions imposed on the Executive pursuant to the provisions of this Agreement.



     SECTION 11. Compliance with Law. Any Shares issuable pursuant this Agreement will be issued
after there has been compliance with such laws and regulations as the Company may deem applicable.
The Executive agrees to comply with all applicable laws and regulations in each jurisdiction in
which the Executive acquires,



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offers, sells or delivers the Restricted Stock or Shares issuable pursuant to this Agreement,
in all cases at the Executive’s own expense. Upon the acquisition of any Shares pursuant to
this Agreement, the Executive will make or enter into such written representations, warranties
and agreements as the Company may reasonably request in order to comply with applicable
securities laws or this Agreement.




     SECTION 12. Amendment. This Agreement may not be amended, terminated, suspended or
otherwise modified except in a written instrument, duly executed by both parties.



     SECTION 13. Professional Advice. The acceptance and delivery of Shares under this Agreement
may have consequences under Federal and state tax and securities laws that may vary depending
upon the individual circumstances of the Executive. Accordingly, the Executive acknowledges that
the Executive has been advised to consult his personal legal and tax advisor in connection with
this Agreement and the Restricted Stock.



     SECTION 14. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of New York without regard to its conflict of laws principles, and shall bind and
inure to the benefit of the heirs, executors, personal representatives, successors and assigns of
the parties hereto.



     SECTION 15. Counterparts. This Agreement may be executed in one or more counterparts, and
each such counterpart shall be deemed to be an original, but all such counterparts together shall
constitute but one agreement.



     SECTION 16. Entire Agreement. This Agreement and the other writings incorporated by reference
herein constitute the entire agreement between the parties with respect to the subject matter
hereof and supersede all prior written or oral negotiations, commitments, representations and
agreements with respect thereto.



     SECTION 17. Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provisions of this
Agreement, which shall remain in full force and effect to the fullest extent permitted by law. The
Executive agrees that in the event that any court of competent jurisdiction shall finally hold that
any provision of this Agreement (whether in whole or in part) is void or constitutes an
unreasonable restriction against the Executive, such provision shall not be rendered void but shall
be deemed to be modified to the minimum extent necessary to make such provision enforceable for the
longest duration and the greatest scope as such court may determine constitutes a reasonable
restriction under the circumstances.



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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.



	 	 	 	 	 
	 	SYMETRA FINANCIAL

CORPORATION,

 	 
	 	
 	 
	 	by 	 	 
	 	 	Randall H. Talbot, President & CEO 	 
	 
	 	EXECUTIVE

 	 
	 	 	 	 



Restricted Share Agreement