-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UW4Qlu/FTpo68aHxen6DzJ5fCQxp5QqsE9cQGjfcG4b7GoFyFjd+BeuBgyX3rhlY o7MCPA2WPTNKA+CGaX+Bug== 0000814585-09-000015.txt : 20090218 0000814585-09-000015.hdr.sgml : 20090218 20090218174750 ACCESSION NUMBER: 0000814585-09-000015 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090218 FILED AS OF DATE: 20090218 DATE AS OF CHANGE: 20090218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROWN JOSEPH W CENTRAL INDEX KEY: 0001205159 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 09619533 BUSINESS ADDRESS: BUSINESS PHONE: 2065455000 MAIL ADDRESS: STREET 1: C/O SAFECO STREET 2: 4333 BROOKLYN AVENUE NE CITY: SEATTLE STATE: WA ZIP: 98185 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MBIA INC CENTRAL INDEX KEY: 0000814585 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 061185706 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 914-273-4545 MAIL ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2009-02-18 0 0000814585 MBIA INC MBI 0001205159 BROWN JOSEPH W C/O MBIA INC. 113 KING STREET ARMONK NY 10504 1 1 0 0 Chairman and CEO Common Stock 2009-02-18 4 A 0 1291990 3.87 A 4128446 D The restricted stock was awarded to Mr. Brown when he rejoined the Company in 2008 to become effective on February 18, 2009 subject to shareholder approval at annual shareholder meeting on May 1, 2008 and to his continued employment on such date, which conditions have been satisfied. The number of restricted shares granted was determined by dividing the amount of $5,000,000 by the average market value per share for the 20 trading days immediately preceding February 18, 2009. The restricted stock will vest fully if on or before February 18, 2013, the Company's average closing share price over any 20 consecutive trading days is at least $40 per share. In addition, a portion of the restricted stock vests upon a change of control (based on the share price immediately prior to the change of control) or retirement or February 18, 2013 (based on the average share price for the previous 20 trading days), where (1) none of the restricted stock vests if the price is less than an amount equal to the larger of $16.20 and $3.87, the 20-day average price used to determine the number of shares for the restricted stock grant, (2) 20% vests if the price is $20.96, (3) 40% vests if the price is $25.72, (4) 60% vests if the price is $30.48, (5) 80% vests if the price is $35.24, and (6) all of the restricted stock vests if the price is $40 or more, with interpolated vesting if the price is between such points. Any restricted stock that remains unvested after voluntary termination (other than retirement), termination for cause, or February 18, 2013 shall be forfeited. Restricted stock may not be disposed of until the later of February 18, 2013 and one year after termination of employment. /s/Leonard I. Chubinsky, Attorney-in-Fact 2009-02-18 -----END PRIVACY-ENHANCED MESSAGE-----