Exhibit 99.3
Employee Name:
Address:
SSN:
OHIO CASUALTY CORPORATION
2005 INCENTIVE PLAN
EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
This Award Agreement describes the type of Award that you have been granted
and the terms and conditions that must be met before you may realize the value
associated with your Award. To fully understand these terms and conditions,
you should:
- Read this Award Agreement carefully along with the Plan and the
Plan prospectus.
- Contact the General Counsel at ▇▇▇-▇▇▇-▇▇▇▇ if you have any
questions about your Award.
Also, you must sign both copies of this Award Agreement as the "Grantee",
keeping one (1) copy for your file and returning one (1) copy to Shareholder
Relations in the enclosed self addressed envelope no later than
. After Ohio Casualty receives your signed Award Agreement,
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you will receive an acknowledgement of receipt of the same.
Thank you for your commitment to the Company.
DESCRIPTION OF YOUR RESTRICTED STOCK
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Your Award Consists of Restricted Stock
You have been awarded Restricted Stock. Restricted Stock are shares
of Company common stock that you will receive if the restrictions and
conditions described below are met.
Grant Date
Your Restricted Stock was issued on , July 25,2005 . This is the date
your shares of Restricted Stock were granted.
Award
You have been granted 15,000 shares of Restricted Stock. The closing
price of OCAS shares on July 25, 2005 was $25.12 per share. If all the
restrictions and conditions described below are met, these shares of
Restricted Stock will be distributed to you.
Restriction Period
The restriction period for your shares will expire on July 25, 2008.
This is the date on which you will be entitled to receive the shares
of Restricted Stock as long as all of the additional restrictions and
conditions described below are met.
Additional Restrictions
You must be an employee of Ohio Casualty at the end of the Restriction Period
(i.e., July 25, 2008), subject to the terms and conditions in section 2.00 of
this Award Agreement.
There also are some special situations in which all restrictions will be
removed from your Restricted Stock and the stock will be distributed to you.
These are described later in this Award Agreement.
YOUR RIGHTS BEFORE THE END OF THE RESTRICTION PERIOD
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Until the restrictions and conditions described above are met, the Restricted
Stock certificates will be held by the Company. You will be entitled to any
dividends declared on your Restricted Stock during the Restriction Period.
You may also vote your Restricted Shares before all the terms and conditions
described above are met. This is the case whether or not your shares of
Restricted Stock are distributed to you before the Restriction Period ends.
TAX TREATMENT OF YOUR RESTRICTED STOCK
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This brief discussion of the federal tax rules that affect your Restricted
Stock is provided as general information (not as personal tax advice) and is
based on the Company's understanding of U.S. federal tax laws and regulations
in effect as of the Grant Date.
(You should consult with a tax or financial advisor to fully understand the
tax ramifications of your Award.)
In general, you will not recognize taxable income on your Restricted Stock at
this time. However, you generally will recognize taxable income when (and if)
the restrictions and conditions described in this Award Agreement are met.
The amount of ordinary income that you will recognize will equal the fair
market value of your Restricted Stock at the time the terms and conditions
described in this Award Agreement lapse. Any subsequent appreciation of the
stock will be taxed at capital gains rates when you sell the stock. In the
event the restrictions and conditions are not met before the Restriction
Period ends, your Restricted Stock will expire and you will not recognize any
income with respect to such Restricted Stock.
Alternatively, you may make a special election [known as a Code Section 83(b)
election] within 30 days of the Grant Date and recognize income equal to the
fair market value of your shares of Restricted Stock as of the Grant Date.
Any subsequent appreciation of the stock will be taxed at capital gains rates
when you sell the stock. However, there are important tax and investment
issues that you must consider before making a Code Section 83(b) election.
These should be discussed with your personal tax and investment adviser.
If you receive any dividends on your Restricted Stock before the Restriction
Period ends:
- You will recognize income equal to the fair market value of any cash
dividend you receive in the year it is paid; but
- You will not recognize income with respect to any dividend paid in
shares of Company stock until all the conditions and restrictions
described in this Award Agreement have been met. In this case, you
will recognize income equal to the fair market value of these shares
of Company stock on the date the restrictions and conditions have been
met. However, if these conditions and restrictions are not met, you
will not recognize any income because these shares will be forfeited.
GENERAL TERMS AND CONDITIONS
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1.00 Conduct Leading to Forfeiture of Unmatured Restricted Stock Awards:
You may forfeit any Restricted Stock granted if, at any time before
the Restriction Period ends, you:
- Agree to or actually serve in any capacity for a business or entity
that competes with the Company or any Subsidiary (as defined in the
Plan) or provides services to an entity that competes with the Company
or any Subsidiary;
- Refuse or fail to consult with, supply information to, or otherwise
cooperate with the Company after having been requested to do so; or
- Deliberately engage in any action that the Company decides has caused
or is likely to cause substantial harm to its interests or the
interests of any Subsidiary.
2.00 Effect of Terminating Employment: Subject to the Section 1.00, the
effect of a termination of employment is described in the Plan and
the Plan Prospectus. Also, any unmatured Restricted Stock at the time
you terminate board service shall be forfeited to the Company as well
as all rights, title and interest in the shares. The shares so
forfeited shall be deemed to have been transferred to the Company, and
you will have no further rights as a shareholder of the Company.
3.00 Buy Out of Awards by Company: The Company may decide at any time to
buy out your Restricted Stock Award. This may happen without your
consent and at any time. If the Company decides to buy out your
Restricted Stock Award, it will pay you the fair market value of the
Award.
4.00 Acceleration of Vesting: All Awards will be fully vested if there is
a Business Combination (as defined in the Plan). If this happens, all
restrictions placed on your Restricted Stock Award will lapse as of
the date of the Business Combination.
5.00 Beneficiary Designation: You may name a Beneficiary or Beneficiaries
to receive or to exercise any vested Award that is unpaid or
unexercised when you die. This may be done only on the attached
Beneficiary Designation Form and by the following the rules described
in that form. This form need not be completed now and is not required
as a condition of receiving your Award. If you die without completing
a Beneficiary Designation Form or if you do not complete that form
correctly, your Beneficiary will be your surviving spouse, or if you
do not have a surviving spouse, your estate.
6.00 Transferring your Restricted Stock: Restricted Stock may not be sold,
pledged, assigned or otherwise alienated or hypothecated until the end
of the applicable Restriction Period. All shares of Restricted Stock
will be held by the Company during the Restriction Period. However,
you may complete a Beneficiary Designation Form to name the person who
may receive your shares of Restricted Stock if you die before the
Restriction Period is over (see section titled "Beneficiary
Designation" above). The Company may allow you to transfer your
award to certain Permissible Transferees (as defined in the Plan).
Contact Shareholder Relations at (▇▇▇) ▇▇▇-▇▇▇▇ if you are interested
in doing this.
7.00 Restrictions on Transfers of Stock: The Company may impose
restrictions on any shares of Company stock you acquire from the
Company, including restrictions related to applicable securities laws
and the rules of any national securities exchange or system on which
Company stock is listed or traded.
8.00 Section 16 of the Act: You are responsible for ensuring that all
requirements of Section 16 are met, including the holding of
securities purchased under this Award Agreement for a minimum of six
months before disposition.
9.00 Tax Withholding: : In some cases, income taxes must be withheld on
the value of your Award. These taxes may be paid in one of several
ways, including:
- The Company may withhold this amount from other amounts owed to
you (e.g., your salary);
- You may pay these taxes by giving the Company cash equal to the
amount that must be withheld or by giving the Company other shares
of Company stock (that you have owned for at least six months)
with a value equal to the taxes due; or
You may choose the approach you prefer when the Award is payable, although the
Company may reject your preferred method for any reason (or for no reason).
If this happens, you must pay these taxes in the way the Company specifies.
However, if you do not select one of these methods, the Company may withhold
this amount from other amounts owed to you.
10.00 Governing Law: This Award Agreement will be construed in accordance
with and governed by the laws (other than laws governing conflicts of
laws) of the United States and of the State of Ohio.
11.00 Other Agreements: Your Award will also be subject to the terms of any
other agreements between you and the Company.
12.00 Adjustments to Awards: Your Award will be adjusted, if appropriate,
to reflect any change to the Company's capital structure (e.g., a
stock split).
13.00 Other Rules: Your Restricted Stock Award is also subject to more
rules described in the Plan and in the Plan's prospectus. You should
read both of these documents carefully to ensure you fully understand
all the terms and conditions of this Award.
14.00 Conflict: In the event of conflict between the terms of this Award
Agreement and the Plan, the terms of the Plan govern.
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Section 409A of the Internal Revenue Code ("Section 409A") imposes substantial
penalties on persons who receive some forms of deferred compensation (see the
Plan's prospectus for more information about these penalties). Your Award has
been designed to avoid these penalties. However, because the Internal Revenue
Service has not yet issued rules fully defining the effect of Section 409A, it
is possible that your Award and the Award Agreement must be revised after the
IRS issues these rules. As a condition of accepting this Award, you must
agree to accept those revisions, without any further consideration, even if
those revisions change the terms of your Award and reduce its value or
potential value.
Please sign this Award Agreement and return it to Shareholder Relations no
later than . By signing this Award Agreement you
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acknowledge that this Award is granted under and is subject to the terms and
conditions described above and in the Ohio Casualty Corporation 2005 Incentive
Plan.
GRANTEE OHIO CASUALTY CORPORATION
/s/▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
SSN: President & CEO
THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING SECURITIES
REGISTERED UNDER THE SECURITIES ACT OF 1933
RESTRICTED STOCK AWARD AGREEMENT
GRANTED TO _ON
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ACKNOWLEDGEMENT OF RECEIPT
A signed copy of this Award Agreement was received on .
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By:
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Shareholder Relations Department Representative
Date:
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Note: Send a copy of this completed form to the participant and keep a copy
as part of the Plan's permanent records.