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This excerpt taken from the MTG DEF 14A filed Apr 11, 2008. New Plan
Benefits
The table below shows awards of RSUs and restricted stock made
on February 28, 2008 to our named executive officers
(Messrs. Culver, Lauer, Sinks, Pierzchalski and Lane) and
to the other groups described in the table. The dollar value is
the number of shares or RSUs multiplied by the New York Stock
Exchange closing price on the date of the awards. The awards to
Messrs. Culver, Lauer, Sinks, Pierzchalski and Lane are
contingent on shareholder approval of the listed goals and they
have performance targets under performance goals that are listed
goals.
RSUs shown in the Restricted Stock Units columns vest based on
the achievement of performance targets determined by MGIC’s
incurred loss ratio (incurred losses divided by earned premium)
for its primary new insurance written; our expense ratio
(expenses of insurance operations divided by net premiums
written); and MGIC’s market share of flow new insurance
written. The three performance targets are equally weighted for
vesting purposes. Vesting is determined on February 10,
2009 and the next two anniversaries of that date based on
performance during the prior year. The portion of the total
award that may vest in each year ranges from zero to 50% but the
total amount that vests cannot exceed the amount of the award.
Subject to the second paragraph below, any portion of the award
that has not vested on February 10, 2011 is forfeited.
Dividends are not paid currently on RSUs but to the extent the
RSUs vest, we will make a payment equal to the amount of
dividends that would have been paid on the shares of Common
Stock delivered in settlement of the RSU had those shares been
outstanding from the time of the award.
Restricted equity shown in the restricted equity columns
consists of restricted stock or, in the case of award recipients
who were age 57 or older on February 10, 2008 or for
certain recipients who reside outside the United States, RSUs.
One-third of the restricted equity for Messrs. Culver,
Lauer, Sinks, Pierzchalski and Lane vests on February 10, 2009
and the next two anniversaries of that date depending on whether
a performance target determined by the sum of the incurred loss
ratio and the expense ratio described in the prior paragraph is
met. Any of this restricted equity not vested as of
February 10, 2011, may vest over the next two years if the
performance target is satisfied during such years. Subject to
the next paragraph, any of this restricted equity that has not
vested as of February 10, 2013 will be forfeited. One-third
of the restricted equity awarded to other employees vests on
February 10, 2009 and the next two anniversaries of that
date through continued service. For all awards described in this
paragraph, dividends are paid on restricted equity at the same
time as they are paid on Common Stock.
If it is not possible to determine whether the performance
targets have been met on any particular vesting date, the
vesting date will be extended until such determination can be
made. Vesting will be accelerated in the event of the death of
the award recipient or a change of control. In addition, vesting
will continue for retirements on or after age 62, as
described under “Restricted Equity” above.
Mr. Lauer meets this age minimum.
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