EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD DATED APRIL 26, 2006

EX-10.4 5 restrictedreporting.htm FORM OF RESTRICTED STOCK AWARD (REPORTING PERSONS) DATED 4/26/06 Form of Restricted STock Award (reporting persons) dated 4/26/06

EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD

DATED APRIL 26, 2006

Harleysville Group Inc. (“Company”), acting by and through the Board of Directors and the Compensation & Personnel Development Committee of the Board of Directors (Committee”), makes an award of restricted stock to ___________________ ("Employee") pursuant to the Harleysville Group Inc. Equity Incentive Plan ("Plan") (the terms of which are hereby incorporated by reference and a made a part of this Award), in order to effectuate the purposes of the Plan. All capitalized terms shall have the meaning set forth in the Plan unless set forth herein.

1.	AWARD OF RESTRICTED STOCK. Employee is hereby awarded ___ shares of common stock of the Company, subject to restrictions upon transfer and possibility of forfeiture (the “Restrictions”), as described in the Plan and herein.

2.	RESTRICTION PERIOD.

(a)	The Restrictions shall lapse on April 26, 2011 (the “Vesting Date”) if the Employee remains continuously employed with the Company until the Vesting Date.

(b)	Restrictions shall lapse upon the occurrence, prior to the Vesting Date, of the Employee’s death, Disability or Normal Retirement.

(c)

Unless the Committee decides otherwise in its sole discretion and informs the Employee of such decision within two (2) weeks following the Employee’s termination of employment, the Restrictions shall lapse if the Employee voluntarily terminates employment as an Early Retirement before the Vesting Date; provided, however, that the Committee’s discretion not to allow the Restrictions to lapse shall not apply to that portion of the Shares represented by a fraction, the numerator of which is the number of full months that have elapsed between the date of this award and the Employee’s termination of employment, and the denominator of which is 60.

FORFEITURE OF SHARES. If Employee terminates employment for any reason prior to the Vesting Date, then that portion of the Shares for which the Restrictions do not lapse as a result of the termination of employment and that portion of the Shares for which the Restrictions do not lapse as a result of the Committee’s exercise of discretion under paragraph 2(c) shall be forfeited and immediately revert to the Company.

4. RESTRICTION UPON TRANSFER. Until the Restrictions lapse under paragraph 2, the Shares and the right to vote the Shares and to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated, or otherwise encumbered, except as herein provided. Notwithstanding the foregoing and except as otherwise provided in the Plan, the Employee shall have all the other rights of a stockholder including, but not limited to, the right to receive dividends and the right to vote such shares.

5.	CERTIFICATES. Each certificate issued in respect of shares awarded to a participant shall be deposited with the Company or its designee and shall bear the following legend:

This certificate and the shares of stock represented hereby are subject to the terms and condi-tions (including forfeiture provisions and restrictions against transfer) contained in the Harleysville Group Inc. Equity Incentive Plan and an Agreement entered into between the registered owner and Harleysville Group Inc. Release from such terms and conditions shall be obtained only in accordance with the provisions of the Plan and Agreement, a copy of each of which is on file in the office of the Secretary of Harleysville Group Inc.

LAPSE OF RESTRICTIONS. Upon the lapse of such restrictions, certificates for Shares free of the restrictive legend shall be delivered to the Employee. Prior to the issuance of such certificates, the Employee shall be required to make full payment to the Company of all amounts, which, under federal, state or local law, the Company is required to withhold.

CHANGE IN CONTROL. In the event of a Change in Control, notwithstanding any other restrictive provisions in this Award or in the Plan, all Shares shall be issued free of restrictive legend, within 90 days following the date of occurrence of such Change in Control regardless of whether the applicable Restriction period has expired.

I hereby certify that the foregoing Award on the foregoing terms and conditions has been authorized by the Board of Directors and the Compensation & Personnel Development Committee of the Board of Directors of Harleysville Group Inc.


	HARLEYSVILLE GROUP INC.

Date:	By:
		Robert A. Kauffman Senior Vice President, Secretary & General Counsel

I acknowledge receipt of a copy of this Award and have read, understand and accept its terms and conditions.

__________________________________

Employee