UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Emerging growth company
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Explanatory Note
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
As described in the Original Form 8-K, effective December 14, 2022, Robert J. Quigley, the Company’s Executive Vice President, Controller and Chief Accounting Officer, began serving as the Company’s interim principal financial officer. In connection with this designation, on December 20, 2022, the Compensation and Human Capital Management Committee of the Board of Directors of the Company granted to Mr. Quigley 10,000 time-based restricted stock units (“Time-Based RSUs”). The Time-Based RSUs are scheduled to vest in three pro rata installments on December 20, 2023, December 20, 2024 and December 20, 2025, as long as Mr. Quigley is an employee of Radian on the vesting date. The treatment of the Time-Based RSUs upon the occurrence of certain employment termination events is described under “Termination of Employment Events” below. Mr. Quigley is entitled to receive dividend equivalents on the Time-Based RSU awards, the right to which is subject to the same vesting, payment, forfeiture and other terms and conditions as the related award.
Termination of Employment Events
Generally, the Time-Based RSUs would be treated as follows if Mr. Quigley’s employment is terminated for the following reasons:
| Termination Event | Time-Based RSUs | |
| Voluntary Termination | All unvested Time-Based RSUs are forfeited | |
| Involuntary Termination*
(No Change of Control) |
• If terminated on or before the first vesting date of the Time-Based RSUs, 33% of the Time-Based RSUs will automatically vest, and the remaining Time-Based RSUs will be forfeited
• If terminated after the first vesting date of the Time-Based RSUs, any unvested Time-Based RSUs will automatically vest on the date of termination | |
| Involuntary Termination*
(Occurring 90 Days Before or One Year After Change of Control) |
Accelerate vesting of Time-Based RSUs in full on the termination date (or, if later, on the date of the Change of Control) | |
| Death / Disability | Accelerate vesting of Time-Based RSUs in full on date of death or disability | |
| Retirement | Accelerate vesting of Time-Based RSUs in full on retirement date |
| * | An “Involuntary Termination” is generally defined as a termination of employment by the Company other than for “cause” or a termination of employment by the employee for “good reason.” |
The Time-Based RSUs include a provision that prohibits the Mr. Quigley from competing with the Company and from soliciting the Company’s employees or customers for a period of 12 months following termination of employment for any reason.
The foregoing summary of the Time-Based RSUs is not a complete description of all of the terms and conditions, and is qualified in its entirety by reference to the full text of the form of grant instrument, which the Company plans to file as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2022.
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.
| RADIAN GROUP INC. | ||||
| (Registrant) | ||||
| Date: December 22, 2022 | ||||
| By: | /s/ Edward J. Hoffman | |||
| Edward J. Hoffman | ||||
| Senior Executive Vice President, General Counsel and Corporate Secretary | ||||