8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 1, 2009

The Phoenix Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16517	06-1599088
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One American Row, Hartford, CT	06102-5056
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (860)403-5000

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) As previously discussed in the current report filed by The Phoenix Companies, Inc. (the “Company”) on March 23, 2009, the Company’s Board of Directors (the “Board”) appointed James D. Wehr as the Company’s President and Chief Executive Officer, effective as of April 15, 2009. Mr. Wehr was also appointed as a member of the Board, effective April 15, 2009. In addition, Thomas S. Johnson was appointed Chairman of the Board effective April 15, 2009. On May 1, 2009, the Board approved the following related changes in compensatory arrangements, effective as of April 15, 2009:

(i) The Board granted Mr. Wehr an annual base salary of $650,000, which reflects an increase of $270,000 from his prior annual base salary. Mr. Wehr also remains eligible to receive annual incentive payments pursuant to the Company’s Annual Incentive Plan for Executive Officers (the “Annual Incentive Plan”). Mr. Wehr’s annual incentive target under the Annual Incentive Plan was set at 100% of Mr. Wehr’s annual base salary, or $650,000, which is an increase of $80,000 from his prior annual incentive target. Mr. Wehr’s long-term incentive target was set at 200% of Mr. Wehr’s annual base salary, or $1,300,000, which is an increase of $958,000 from his prior long-term incentive target. For 2009, Mr. Wehr’s incentive payout range for his annual and long-term incentives will be reduced in the same manner as other participating employees, such that the payout for threshold and target performance results are reduced by 30% and the payout for achievement of maximum performance results is reduced from 200% to 150%. This award, if earned, will also be paid in cash under the Annual Incentive Plan.

Mr. Wehr’s compensation package also includes performance-based awards consisting of 250,000 stock options and 215,000 restricted stock units (“RSUs”), respectively, to be granted on May 15, 2009 pursuant to the Company’s equity grant policy, in each case subject to a performance vesting requirement based on the achievement of the Company’s common stock closing above $5.00 per share, on a split adjusted basis, for any 20 consecutive trading day period within the period commencing on the grant date and terminating three years later for the RSUs and five years later for the stock options. Assuming that the performance vesting requirement is met, the vesting schedule is as follows: (1) one-third vesting upon the later of the second anniversary of the grant date of the award and achievement of the performance vesting requirement; and (2) two-thirds vesting upon the later of the third anniversary of the grant date and the achievement of the performance vesting requirement. The forms of agreements to be used for these awards are filed herewith as Exhibits 10.1 and 10.2 and are incorporated herein by reference.

Mr. Wehr will not have an employment agreement with the Company. The terms of Mr. Wehr’s existing Change in Control Agreement will not change as a result of this appointment (the form of which is incorporated herein by reference to Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q filed November 1, 2007 and is referred to herein as the “Form of Change in Control Agreement”). Mr. Wehr also remains a participant in the Company’s Nonqualified Supplemental Executive Retirement Plan, as amended and restated (incorporated herein by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed March 5, 2009 and referred to herein as the “Nonqualified Supplemental Executive Retirement Plan”), the Company’s Non-Qualified Excess Investment Plan, as amended and restated (incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed May 8, 2008 and referred to herein as the “Non-Qualified Excess Investment Plan”) and the Company’s Executive Severance Allowance Plan, as amended (incorporated herein by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q filed May 8, 2008 and referred to herein as the “Executive Severance Allowance Plan”).

There are no changes to Mr. Wehr’s existing perquisites, except for his participation in the $100,000 life insurance benefit granted to all members of the Board.

(ii) The Board approved the granting of an additional annual retainer in the amount of $100,000 to the independent Chairman of the Board of Directors for his or her services as Chairman of the Board. Mr. Johnson will receive this retainer on a pro-rated basis for his service as independent Chairman of the Board during 2009. This additional compensation will become subject to the 30% reduction in director annual retainer fee on a pro rata basis for both the mandatory deferral portion and the voluntary deferral portion, as announced previously, for the 2009 third and fourth quarter installment payments, resulting in quarterly payments attributable to this additional retainer fee of $17,500 for the third and fourth quarters of 2009.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

The following exhibits are filed herewith:

10.1 Form of Restricted Stock Units Agreement (Performance and Service-Vesting Awards)

10.2 Form of Non-Qualified Stock Option Agreement (Performance and Service-Vesting Awards)

* * * * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE PHOENIX COMPANIES, INC.
Date: May 4, 2009	By:	/s/ Tracy L. Rich
	Name:	Tracy L. Rich
	Title:	Executive Vice President, General Counsel and Secretary

EX-10.1

EXHIBIT 10.1

THE PHOENIX COMPANIES, INC.

RESTRICTED STOCK UNITS AGREEMENT

(PERFORMANCE AND SERVICE-VESTING AWARDS)

The Phoenix Companies, Inc. (“Company”) hereby grants to the Participant named below a Restricted Stock Unit award (“Award”), each Restricted Stock Unit (as defined in Section 1.1) in accordance with and subject to the terms and restrictions of this agreement (“Agreement”) and The Phoenix Companies, Inc. 2003 Restricted Stock, Restricted Stock Unit and Long-Term Incentive Plan (“Plan”), a copy of which has been provided or made available to you upon request. This is the first page of the Agreement, which describes your rights with respect to the Restricted Stock Units granted to you hereby and which constitutes a legal agreement between you and the Company.

1. Participant Name:

Social Security Number:

2. Award Date:

3. Number of Restricted Stock Units:

4. Performance Requirement*:

5. Vesting Date(s)*:                         ___ % on [Date]

                                                       ___ % on [Date]

* See Section 1.2 of this Agreement for a description of the interaction of the Performance Requirement and the Vesting Date(s).

IN WITNESS WHEREOF, both The Phoenix Companies, Inc. and the Participant agree to be bound by the terms and provisions of this Agreement, as of the date noted below.

THE PHOENIX COMPANIES, INC.
By:
	Authorized Officer
Date:
RECIPIENT:

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AGREEMENT (continued)

ARTICLE I

RESTRICTED STOCK UNITS

Section 1.1. Restricted Stock Unit. “Restricted Stock Unit” means the right to receive one share of common stock of the Company, par value $0.01 per share (“Common Shares”) subject to the terms of this Agreement.

Section 1.2. Performance and Vesting. Subject to the terms and conditions of this Award, your Restricted Stock Units will vest on the conclusion of each vesting period ending on the vesting date(s) indicated on page one of this Agreement, provided that you remain employed by the Company until each respective vesting date(s) and subject to the achievement of the Performance Requirement set forth on page one of this Agreement. Assuming that the Performance Requirement is met, the vesting schedule is as follows: (a) [x] % upon the later of the [x] anniversary of the Award Date and achievement of the Performance Requirement; and (b) [x] % upon the later of the [x] anniversary of the Award Date and the achievement of the Performance Requirement. The full Award will be forfeited if the Performance Requirement is not met by the last scheduled vesting date.

Section 1.3. Termination of Employment. If your employment with the Company terminates due to:

a) death, Disability, Approved Retirement (as these terms are defined in the Plan) or an involuntary termination that qualifies for severance benefits, and the Performance Requirement has been met, a portion of your non-vested Restricted Stock Units will vest in an amount equal to (i) minus (ii) below, rounded up to the nearest whole share:

(i) the product of the number of Restricted Stock Units awarded multiplied by the ratio of (1) the number of days that you were actively employed by the Company since the Award Date, divided by (2) the number of days between the Award Date and the last scheduled vesting date.

(ii) the number of Restricted Stock Units that have already vested in accordance with Section 1.2 as of your termination date;

b) Good Reason or a termination by the Company (or its successor) without Cause, in each case in connection with a Change in Control (as these terms are defined in the Change in Control Agreement entered into between the parties on January 1, [20__], or any successor change in control agreement between the parties), and the Performance Requirement has been met, any Restricted Stock Units that have not vested in accordance with Section 1.2 as of your termination date shall fully vest, and if the Performance Requirement has not been met, a pro-rated portion of your non-vested Restricted Stock Units will vest in an amount equal to (i) minus (ii), where (i) equals the number of Restricted Stock Units described in Section 1.3(a) (i) and (ii) equals the

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number of Restricted Stock Units described in Section 1.3(a)(ii), rounded up to the nearest whole share; or

c) any reason other than those identified in paragraphs (a) and (b) above, any Restricted Stock Units that have not vested in accordance with Section 1.2 as of your termination date shall be forfeited and you shall have no rights thereunder or hereunder.

ARTICLE II

RIGHTS AND SETTLEMENT

Section 2.1. Rights as a Shareholder. Unless the shares underlying your Restricted Stock Units are held in a Rabbi trust that passes voting rights to you, your Restricted Stock Units will not give you any right to vote on any matter submitted to the Company’s stockholders. You will have voting rights with respect to the Common Shares that underlie your Restricted Stock Units only after the shares have actually been issued to you or, if applicable, deposited into a Rabbi trust.

Section 2.2. Restrictions on Transferability. You will not have any right to sell, assign, transfer, pledge, hypothecate or otherwise encumber your Restricted Stock Units. Any attempt to effect any of the preceding in violation of this Section 2.2, whether voluntary or involuntary, will be void.

Section 2.3. Dividend Equivalents. The Company will credit each of your Restricted Stock Units with Dividend Equivalents from the date your award is granted to the end of the Restricted Period (as defined in the Plan) which shall be determined pursuant to section 1.2 of the Agreement. A “Dividend Equivalent” is an amount equal to the cash dividend payable per Common Share multiplied by the number of Common Shares then underlying each Restricted Stock Unit. Such amount shall be credited to a book entry account on your behalf at the time the Company pays any cash dividend on its Common Shares. Dividend Equivalents shall vest at the same time as the underlying Restricted Stock Units, and shall be distributed at the same time as the underlying Restricted Stock Units convert to Common Shares. No interest will be credited on such Dividend Equivalents.

Section 2.4. Settlement of Your Restricted Stock Units. Promptly after the date(s), if any, your Restricted Stock Units vest pursuant to Section 1.2, the Company will deliver to you the number of Common Shares then underlying your vested Restricted Stock Units.

Section 2.5. Adjustment Due to Change in Capitalization. If any Adjustment Event occurs before all of the Restricted Stock Units are settled pursuant to Section 2.4, the number of Common Shares underlying each remaining Restricted Stock Unit will be proportionately adjusted to reflect, as deemed equitable and appropriate by the Company, the Adjustment Event. In any merger, consolidation, reorganization, liquidation, dissolution or other similar transaction, each Restricted Stock Unit shall pertain to the securities and other property to which a holder of the number of Common Shares underlying the Restricted Stock Unit would have been entitled to receive in connection with such event. If, as a result of any Adjustment Event, your Restricted Stock Units represent the right to receive cash in whole or in part (other than as a result of Dividend Equivalents), then the Company will promptly pay you such cash on the date specified in Section

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2.4. An “Adjustment Event” means any stock dividend, stock split or share combination of, or extraordinary cash dividend on, the Common Shares or recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Common Shares at a price substantially below fair market value, or other similar event affecting the Common Shares.

Section 2.6. Change in Control of the Company. The treatment of this Award in the event of a Change in Control is provided for in Section 1.3(b). For the avoidance of doubt, the full or partial vesting of this Award in connection with a Change in Control of the Company is only applicable when there is a qualifying termination of employment in connection with such Change in Control.

ARTICLE III

ADMINISTRATION

Section 3.1. Administration. The Committee is authorized to reasonably interpret in good faith your Award and this Agreement and to make all other reasonable determinations in good faith necessary or advisable for the administration and interpretation of your Award to carry out its provisions and purposes, provided that such interpretation or determination shall be consistent with the interpretation or determination made by the Committee with respect to senior management under other similar equity compensation plans. Determinations, interpretations or other actions made or taken by the Committee pursuant to the provisions of this Agreement shall be final, binding and conclusive for all purposes and upon all persons. The Committee may consult with legal counsel, who may be regular counsel to the Committee, and shall not incur any liability for any action taken in good faith in reliance upon the advice of counsel. Notwithstanding the foregoing to the contrary, the Committee may amend this Agreement as it deems necessary or desirable to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and pronouncements thereunder, regardless of whether any such amendment shall cause a reduction or cessation of a benefit accrued prior to the adoption of such amendment.

ARTICLE IV

MISCELLANEOUS

Section 4.1. Tax Withholding. The Company will have the power to withhold, or require you to remit to the Company promptly upon notification of the amount due, an amount sufficient to satisfy Federal, state and local withholding tax requirements with respect to your Award (or settlement thereof), and the Company may defer payment of cash or issuance or delivery of Common Shares until such requirements are satisfied. The Company may, in its discretion, permit you to elect, subject to such conditions as the Company shall impose (a) to have Common Shares deliverable in respect of your Award withheld by the Company or (b) to deliver to the Company previously acquired Common Shares, in each case, having a fair market value sufficient to satisfy your statutory minimum Federal, state and local tax obligation associated with the transaction.

Section 4.2. Common Shares Subject to this Award. The Common Shares to be delivered in connection with your Award may consist, in whole or in part, of Common Shares held

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in treasury, held in a Rabbi trust or authorized but un-issued Common Shares, not reserved for any other purpose.

Section 4.3. Successor. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, if your Restricted Stock Units remain outstanding, to unconditionally assume the obligations of the Company with respect to your Restricted Stock Units in writing and will provide a copy of the assumption to you.

Section 4.4. Requirements of Law. The granting of your Award and the issuance of Common Shares will be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

Section 4.5. No Impact on Benefits. Your Award will not be compensation for purposes of calculating your rights under any employee benefit plan.

Section 4.6. Instrument and Securities Law Compliance. The Company shall have the authority to determine the instruments by which your Award shall be evidenced. Instruments evidencing your Award may contain such other provisions as the Company deems advisable. In addition, any Common Shares issued in connection with your Award shall be registered with the SEC at the expense of the Company for resale on or before the first day on which you may transfer the shares under the Award (or such later date as you request that is in compliance with the law and permissible under the applicable Company plan) unless such shares are eligible for sale by you pursuant to Rule 144 (k) of the Securities Act of 1933 (or any successor provision) in the opinion of your counsel, which registration shall be in a form reasonably acceptable to you, shall be subject to your reasonable prior review and comments, shall remain effective until all Common Shares subject to the Award have been sold (but need not be effective for more than 365 days after first day on which you may transfer the Common Shares subject to your Award or, if applicable, such later date as to which you shall have requested effectiveness) and the Company and you shall, prior to the effectiveness of the registration, enter into a customary registration rights which will contain provisions, among other things, requiring the Company to indemnify you and any third persons reasonably requested by you in connection with the sale of any Common Shares and reimburse you for your reasonable out-of-pocket expenses (other than underwriting discounts) in connection therewith and will contain customary black-out periods. In the event of your death, or other permitted private transfer of the Common Shares, all of your rights in this Section 4.6 shall be transferred to your estate or other transferee.

Section 4.7. Governing Law. The validity, interpretation, construction and performance of this Agreement and your Award shall be governed by the laws of the State of Connecticut

Section 4.8. Plan Prevails. Any determination or interpretation by the Committee under or pursuant to this Agreement shall be final and conclusive on all persons affected hereby. Except as noted below, in the event of a conflict between any term of the Agreement and the terms of the Plan, the terms of the Plan shall control. With respect to Sections 1.3(b) and 2.6 of this Agreement, in the event of any conflict between any terms of the Change in Control Agreement, this Agreement, and the terms of the Plan, the terms of this Agreement shall control.

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Section 4.9 Definition of Certain Terms. Capitalized terms not otherwise defined herein, have the meaning ascribed to them in the Plan.

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EX-10.2

Exhibit 10.2

THE PHOENIX COMPANIES, INC

NON-QUALIFIED STOCK OPTION AGREEMENT

(PERFORMANCE AND SERVICE-VESTING AWARDS)

1. The Phoenix Companies, Inc. (“Company”) hereby grants to the Optionee named below an option (“Option”) to purchase, in accordance with and subject to the terms and restrictions of The Phoenix Companies, Inc. Stock Incentive Plan (“Plan”), a copy of which has been provided or made available to you and is made part hereof, the number of shares of common stock, par value of $ .01 per share (“Common Stock”) (“Shares”) of the Company at the option price per share set forth below. This page is the first page of The Phoenix Companies, Inc. Non-Qualified Stock Option Agreement (“Agreement”) which describes your rights with respect to the Options granted to you hereby and which constitutes a legal agreement between you and the Company.

1. Optionee Name:

    Social Security Number:

2. Type of Option:                                              Nonqualified Stock Option

3. Grant Date:

    Number of Shares Covered by Option:

    Option Price per Share:

4. Expiration Date:

5. Performance Requirement*:

6. Vesting Date(s)*:                                              ____ % on [Date]

                                                                                              ____ % on [Date]

* See Section B. of this Agreement for a description of the interaction of the Performance Requirement and the Vesting Date(s).

IN WITNESS WHEREOF, both The Phoenix Companies, Inc. and the Optionee agree to be bound by the terms and provisions of this Agreement, as of the date noted below.

THE PHOENIX COMPANIES, INC.
By:
	Authorized Officer
Date:
OPTIONEE:
	(Please sign and return this page)

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AGREEMENT (continued)

A. Definition of Certain Terms

Capitalized terms not otherwise defined herein, have the meaning ascribed to them in the Plan.

B. Terms and Conditions for Exercising Option

Except as provided below, this Option shall become exercisable to acquire Shares of Common Stock in installments expressed as a percentage of the Number of Shares Covered by this Option from and after the Vesting Date(s) of this Option as outlined on page one of this Agreement, subject to the achievement of the Performance Requirement set forth on page one. Assuming that the Performance Requirement is met, the vesting schedule is as follows: (1) [x] % upon the later of the [x] anniversary of the Grant Date of the award and achievement of the Performance Requirement; and (2) [x] % upon the later of the [x] anniversary of the Grant Date and the achievement of the Performance Requirement. The full Option award will be forfeited if the Performance Requirement is not met by the Expiration Date. The Option granted under this Agreement may not be exercised for less than ten whole Shares, and no fractional shares will be issued at any time.

C. Duration of Option

These provisions shall govern the duration, even if any Plan provisions conflict with them:

(i) The Option granted under this Agreement shall become immediately and fully exercisable upon the Optionee’s death and be exercisable at any time prior to the Expiration Date or within five years, whichever period is shorter, assuming the relevant Performance Requirement has been achieved at or prior to the date of death.

(ii) Upon the Optionee’s “Approved Retirement” or “Disability” as defined in the Plan, the Option granted shall continue to vest and become exercisable at any time prior to the Expiration Date or within five years, whichever period is shorter, assuming the relevant Performance Requirement has been achieved prior to the end of such period.

(iii) Upon termination of the Optionee’s employment in the event of certain sales or divestitures as defined in the Plan, the Committee may provide that the Option shall continue to vest and be exercisable at any time prior to the Expiration Date or within three years, whichever period is shorter, assuming the relevant Performance Requirement has been achieved prior to the end of such period.

(iv) Upon termination of employment or contractual relationship with the Company or participating Subsidiary for any other reason, the Optionee shall have a right to exercise any vested portion of the Option prior to the Expiration Date or within thirty days, whichever period is shorter, assuming the relevant Performance Requirement has been achieved prior to the end of such period.

(v) The Option granted under this Agreement and not yet exercised shall be forfeited in the event of the Optionee’s employment or contractual relationship with the Company or

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participating Subsidiary is terminated for “Cause” as defined in the Plan or for violation of the Company’s established policy on Insider Trading.

D. Change of Control of the Company

Upon a termination of employment with the Company due to Good Reason or a termination by the Company (or its successor) without Cause, in each case in connection with a Change in Control (as these terms are defined in the Change in Control Agreement entered into between the parties on January 1, [20__], or any successor change in control agreement between the parties), if the Performance Requirement has been met, the Option shall be immediately and fully exercisable, and if the Performance Requirement has not been achieved upon a Change in Control, a pro-rated portion of the Option shall vest and become exercisable in an amount equal to (i) minus (ii) below, rounded up to the nearest whole share, where (i) is equal to the Number of Shares Covered by Option multiplied by the ratio of (1) the number of days that you were actively employed since the Grant Date, divided by (2) the number of days between the Grant Date and the Expiration Date, and (ii) is equal to the Number of Shares Covered by Option that have already vested in accordance with Section B. In the case of a Change in Control, the Committee may provide that the Option may be cancelled in exchange for a cash payment or Alternative Award as determined in accordance with the Plan. For the avoidance of doubt, the full or partial vesting of this Option in connection with a Change in Control of the Company is only applicable when there is a qualifying termination of employment in connection with such Change in Control.

E. Exercising the Option

This Option may be exercised for the number of Shares specified by giving notice to the Company’s selected stock option broker (“Broker”).

The notice should refer to this Option (by the Grant Date), and the notice should include the following information:

1. The number of shares of Common Stock for which the Option is being exercised.

2. The name or names of the persons in whose names the stock certificate for the Shares should be registered.

3. The address to which the stock certificate should be sent.

In addition to your notice, you must indicate the method by which you will pay the exercise price. Payment of the exercise price may be made:

1. In cash;

2. By exchanging shares of Common Stock owned by the Optionee (which are not the subject of any pledge or other security interest);

3. Through an arrangement with a broker approved by the Company whereby payment of the exercise price is accomplished with the proceeds of the sale of Common Stock; or

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4. By any combination of the foregoing.

The combined value of all cash paid and the Fair Market Value of any such Common Stock so tendered to the Company, valued as of the date of such tender, must be at least equal to such Option Exercise Price required to be paid for the Shares being exercised. If payment is to be made in whole or part as cash, you must include a check payable to the Broker.

F. Tax Payments and Withholding

Whenever Common Stock is to be issued or cash paid pursuant to the exercise of a Stock Option under this Agreement, the Company shall have the power to withhold, or require the Optionee to remit, an amount sufficient to satisfy Federal, state, and local withholding tax requirements relating to such transaction, and the Company may defer payment of cash or the issuance of Common Stock until such requirements are satisfied. The Company may permit the Optionee to elect, subject to such conditions as the Company may impose:

1. To have Shares otherwise issuable upon the exercise of an Option withheld by the Company, or

2. To deliver to the Company previously acquired shares of Common Stock having a Fair Market Value as of the date of exercise equal to all or part of the Optionee’s Federal, state, and local tax obligation associated with the transaction and cash equal to the balance of such tax obligation.

G. Adjustment of the Number of Option Shares

In the event of any Common Stock dividend or Common Stock split, recapitalization (including, but not limited to, the payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to stockholders (other than ordinary cash dividends), exchange of shares, or other similar corporate change, the aggregate number of Shares of Common Stock subject to this Option and the exercise price applicable to this Option shall be appropriately adjusted as provided in the Plan and subject to applicable regulatory restrictions; provided, however, that any fractional shares resulting from any such adjustment shall be disregarded.

H. Delivery of Shares of Common Stock

Upon the exercise of this Option, in whole or in part, the Company shall deliver to the Optionee’s brokerage account shares in street name for the benefit of the employee. In the event that the Company shall determine that any certificate issued pursuant to this Paragraph H must bear a legend restricting the transfer of such Shares, such certificate shall bear the appropriate legend.

I. Non-transferability of Option During Lifetime

This Option may not be sold, transferred, assigned or otherwise alienated or hypothecated other than by will or by operation of the laws of descent and distribution or as otherwise provided in the Plan and is subject to termination as provided in the Plan.

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J. Miscellaneous

This Agreement is binding on you and your executors, administrators, heirs and personal and legal representatives and on the Company and its successors or assigns.

The laws of the State of Delaware will control the interpretation and enforcement of this Agreement.

This Agreement, including the Cover Page and the Plan, contains the entire Agreement and all terms between you and the Company with respect to the Option, and there are no other misunderstandings, warranties or representations with respect to the Option.

The Optionee shall have no right, in respect to the Option granted, to vote on any matter submitted to Company stockholders.

Nothing in this Agreement gives you the right to continue working for or with the Company or any of its subsidiaries nor changes the right which the Company has to terminate your employment at any time.

K. Plan Prevails

Any determination or interpretation by the Committee under or pursuant to this Agreement shall be final and conclusive on all persons affected hereby. Except as noted below, in the event of a conflict between any term of the Agreement and the terms of the Plan, the term of the Plan shall control. With respect to Section D of this Agreement, in the event of any conflict between any terms of the Change in Control Agreement, this Agreement, and the terms of the Plan, the terms of this Agreement shall control.

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