RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (this Agreement) is made and entered into as of November 8, 2018 between MBIA Inc., a Connecticut corporation (together with its successors and assigns, the Company), and Jonathan C. Harris (the Grantee).
W I T N E S S E T H:
WHEREAS, the Company maintains the MBIA Inc. 2005 Omnibus Incentive Plan (as amended, the Plan), pursuant to which the Compensation and Governance Committee (the Committee) of the Companys Board of Directors (the Board) may recommend that the Board grant, among other awards, shares of common stock (the Restricted Stock), par value $1 per share, of the Company, which are subject to certain forfeiture provisions and/or certain restrictions on transferability selected by the Committee pursuant to the terms of the Plan (capitalized terms used in this Agreement without definition shall have the meanings ascribed to such terms in the Plan);
WHEREAS, the Committee and the Board have determined that the Companys current Named Executive Officers (collectively, the Executives and each an Executive) each possesses unique skills and experience which are essential to the achievement of the Companys priorities, including the generation of shareholder value, over the long term;
WHEREAS, the Committee and the Board have determined that in order to enhance the prospect that the Executives remain with the Company on a long-term basis and to promote continuity and stability, it is in the best interests of the Company and its shareholders to offer the Executives long-term, time-based awards of Restricted Stock that will ensure that the Executives focus remains on the long-term strength of the Company and further align the interests of the Executives with the long-term interests of the Company;
WHEREAS, the Committee and the Board have approved the award to the Grantee on November 8, 2018 (the Grant Date) of 333,333 shares of Restricted Stock that are subject to the time based restrictions set forth in Section 2(a) below (the Shares);
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company and the Grantee (together, the Parties) do hereby agree as follows:
1. Grant and Vesting of Restricted Stock.
(a) Grant of Restricted Stock. Subject to the terms and conditions set forth in this Agreement and in accordance with the Plan, the Company hereby evidences its grant to the Grantee of 333,333 Shares.
(b) Restriction Period. Except as otherwise provided herein, the Shares granted hereby may not be sold, assigned, transferred, pledged, hypothecated or otherwise directly or indirectly encumbered or disposed of except to the extent that the Shares have become vested (i.e., become non-forfeitable) pursuant to Section 2 below.