0001140361-12-052721.txt : 20121226
0001140361-12-052721.hdr.sgml : 20121226
20121226173119
ACCESSION NUMBER: 0001140361-12-052721
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121221
FILED AS OF DATE: 20121226
DATE AS OF CHANGE: 20121226
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fallon William C
CENTRAL INDEX KEY: 0001334233
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-09583
FILM NUMBER: 121285924
MAIL ADDRESS:
STREET 1: C/O MBIA
STREET 2: 113 KING STREET
CITY: ARMONK
STATE: NY
ZIP: 10504
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
doc1.xml
FORM 4
X0306
4
2012-12-21
0
0000814585
MBIA INC
MBI
0001334233
Fallon William C
C/O MBIA INC.
113 KING STREET
ARMONK
NY
10504
0
1
0
0
President and COO
Common Stock
2012-12-21
4
A
0
600000
7.84
A
1005281
D
Restricted stock granted under the MBIA Inc. 2005 Omnibus Incentive Plan, as amended.
300,000 shares will vest on December 31, 2015 if Mr. Fallon remains employed through such date, or earlier upon a change in control of the Company or his "qualifying termination," which includes a termination of his employment (a) due to his death or disability, (b) by the Company without cause, (c) due to his retirement after December 31, 2015 on at least six months' prior notice, or (d) with the approval of the Board of Directors.
Up to 150,000 shares will vest on a pro-rata basis on the earlier to occur of December 31, 2016 or a change in control of the Company in which the Company's shares of common stock cease to be publicly traded, if Mr. Fallon remains employed through that date (or he has a qualifying termination before such date), to the extent that the "market value appreciation" criteria for these shares is satisfied as of that date.
Up to 150,000 shares will vest on a pro-rata basis on the earlier to occur of December 31, 2017 or a change in control of the Company in which the Company's shares of common stock cease to be publicly traded, if he remains employed through that date (or he has a qualifying termination before such date), to the extent that the "market value appreciation" criteria for these shares is satisfied as of that date.
The "market value appreciation" criteria for the shares subject to vesting on a vesting date is satisfied to the extent that (x) the average closing share price over the 60 trading days prior to the applicable vesting date is between $10.00 and $25.00 per share, where 0% vests if the price is $10 or less, 100% vests if the price is $25 or more, and with linear interpolated vesting if the price is in between these two values; or (y) the fair market value per share of the Company's common stock over any 20 consecutive trading days has been at least $25 per share, in which case the percentage of the applicable shares to become vested on the applicable vesting date will be 100%.
Any shares that have not vested as of the applicable vesting date will be forfeited unless otherwise approved by the Compensation and Governance Committee. In addition, the shares will (to the extent not yet vested) be forfeited upon Mr. Fallon's voluntary resignation (other than in connection with a qualifying termination or as otherwise approved by the Committee) or the Company terminates his employment for cause.
/s/ Leonard I. Chubinsky, Attorney-in-Fact
2012-12-26