EX-10.1






RESTRICTED STOCK AGREEMENT

PURSUANT TO THE

SYMETRA FINANCIAL CORPORATION EQUITY PLAN




THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) made as of the 18th day of
February, 2011 (the “Grant Date”) by and between Symetra Financial Corporation, a Delaware
corporation (the “Company”), and Thomas M. Marra (the “Executive”).



WHEREAS, pursuant to the Symetra Financial Corporation Equity Plan (the “Plan”), the
Executive has been granted an award of 29,409 Shares (as defined in the Plan) that are subject to
certain restrictions on transfer and risks of forfeiture (the “Restricted Stock”) on the
Grant Date 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 the Grant Date 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).



(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 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:



Senior 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, 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.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date.



SYMETRA FINANCIAL CORPORATION



By /s/ Christine A. Katzmar Holmes

Christine A. Katzmar Holmes

Senior Vice President, Human Resources




EXECUTIVE



/s/ Thomas M. Marra


Thomas M. Marra