RDN 8-K
Radian Group Inc (RDN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 21, 2026, the Board of Directors (the “Board”) of Radian Group Inc. (“Radian” or the “Company”) approved the appointment of Michael Weinbach, 52, as CEO-Elect, effective June 1, 2026, and subsequently as Chief Executive Officer and as a member of the Board, both effective August 13, 2026. As CEO-Elect, Mr. Weinbach will perform all duties and accept all responsibilities consistent with preparing to assume the role of the Chief Executive Officer, and as otherwise may be reasonably assigned to him by the Board, consistent with his position as CEO-Elect. Mr. Weinbach will succeed Richard G. Thornberry, the Company’s Chief Executive Officer, who will retire as Chief Executive Officer and resign as a member of the Board, in each case effective August 12, 2026. Mr. Thornberry will remain employed by Radian as Strategic Advisor through December 31, 2026 when his employment agreement, amended as described below, terminates in connection with his retirement
Mr. Weinbach most recently served as President of Mr. Cooper Inc., from February 2024 through December 2025, which was acquired in October 2025 by the Rocket Companies, Inc., the industry’s largest mortgage servicer. During Mr. Weinbach’s tenure at Mr. Cooper Inc., the company significantly grew mortgage servicing and originations while also improving customer experience by leveraging technology to efficiently scale. Prior to his tenure at Mr. Cooper Inc., Mr. Weinbach served as an independent advisor through MSW Advisors, LLC and McKinsey & Company from October 2022 through December 2024. Before this, Mr. Weinbach served as Chief Executive Officer of Consumer Lending at Wells Fargo & Company from April 2020 through September 2022, where he was a member of the Operating Committee and responsible for leading more than 40,000 team members focused on providing consumer lending and payments products and services across several businesses including Home Lending, Auto Lending, Credit Cards, Merchant Services, Student Lending and Personal Lending. Before joining Wells Fargo & Company in early 2020, Mr. Weinbach spent over 16 years at JPMorgan Chase, ultimately serving as Chief Executive Officer of Chase Home Lending and as a member of the Consumer Leadership Team. During his tenure at JPMorgan Chase, Mr. Weinbach also held progressive leadership roles across Consumer Banking, Business Banking, Home Lending and Auto Lending in sales, finance, and operations. Mr. Weinbach has an M.B.A. from Harvard Business School and a Bachelor of Science in Economics from The Wharton School of the University of Pennsylvania.
There is no arrangement or understanding between Mr. Weinbach and any other person pursuant to which he was selected as CEO-Elect, Chief Executive Officer and director. He does not have any family relationship with any director, executive officer or person nominated or chosen to become a director or executive officer. Mr. Weinbach does not have a direct or indirect material interest in any transaction in which the Company is or will be a participant.
Employment Agreement and Compensation Arrangements – Michael Weinbach
Employment Agreement
On May 21, 2026, the Company and Mr. Weinbach entered into an Employment Agreement (the “CEO Employment Agreement”) pursuant to which Mr. Weinbach will serve as the Company’s CEO-Elect, beginning June 1, 2026 (the “Employment Date”), and subsequently as the Company’s Chief Executive Officer, beginning on August 13, 2026. The initial term of the CEO Employment Agreement is from the Employment Date through December 31, 2029 (the “Initial Term”).
The CEO Employment Agreement provides that, subject to the terms and conditions of the agreement, Mr. Weinbach will serve as the Company’s CEO-Elect beginning on the Employment Date, and subsequently as the Company’s Chief Executive Officer beginning on August 13, 2026, and continuing through the end of the Initial Term. The CEO Employment Agreement further provides that after the Initial Term, the CEO Employment Agreement will automatically renew for successive one-year periods unless either party provides
the other with written notice of termination at least 180 days prior to the end of any renewal period (the Initial Term, together with any renewal periods, collectively, the “Term”). In addition, the CEO Employment Agreement provides that Mr. Weinbach will be appointed to the Board effective as of August 13, 2026, and that during the Term, he will be nominated as a member of the Board at each annual meeting of stockholders at which his seat on the Board is up for re-election.
Pursuant to the CEO Employment Agreement, Mr. Weinbach will be entitled to receive:
(1) an annual base salary of $1,000,000 (which may be increased, but not decreased, during the Term);
(2) an incentive award under the Radian Group Inc. STI Incentive Plan for Executive Employees (including any successor plan, the “STI Plan”) in each fiscal year of the Term, with his target level for the STI Plan prorated for 2026 and equal to $1,166,666 (the “2026 STI Target”); and
(3) long-term equity incentive awards in each fiscal year of the Term under the Company’s long-term incentive program (“LTI”) in amounts and on terms established by the Compensation and Human Capital Management Committee of the Board (the “Compensation Committee”), subject to approval by the independent directors of the Board. For 2026, Mr. Weinbach will receive an LTI award of $6,000,000 comprised entirely of performance-based RSUs (the “Weinbach 2026 LTI Award”) with performance-based vesting conditions consistent with those applicable to the annual 2026 performance-based LTI awards granted to the Company’s other executive officers, as discussed below.
The CEO Employment Agreement also provides that, beginning in 2027, for each fiscal year during the Term, Mr. Weinbach’s total target compensation (comprised of annual base salary, a target award under the STI Plan and target LTI awards) will not be less than $9,000,000, with his STI target and LTI target during the Term to be established by the Compensation Committee and approved by the independent directors of the Board in accordance with the Company’s process for setting executive compensation (for information on the Company’s process, see the “Compensation Discussion and Analysis” section of the Company’s 2026 Proxy Statement filed with the Securities and Exchange Commission on April 2, 2026).
Mr. Weinbach will receive sign-on equity awards effective on the Employment Date of:
(1) a $2,500,000 sign-on award of performance stock units (the “Sign-On PSUs”), subject to performance-based vesting conditions consistent with those applicable to the annual 2026 performance-based LTI awards granted to the Company’s other executive officers, and
(2) time-based restricted stock units covering 150,000 shares of the Company’s common stock (or such lesser number of shares as would result in a grant date value not exceeding $5,500,000) (the “Match Sign-On RSUs”), which will vest in three substantially equal annual installments over three years, subject to his continued employment and a requirement that he “match” the award by timely purchasing the same number of shares of the Company’s common stock that are subject to the Match Sign-On RSUs.
The Weinbach 2026 LTI Award, the Sign-On PSUs and the Match Sign-On RSUs will be granted on the Employment Date and are being issued pursuant to the employment inducement award exemption to the stockholder approval requirements under New York Stock Exchange Listed Company Manual Section 303A.08, or any successor provision.
Mr. Weinbach will be reimbursed for necessary and reasonable expenses for travel to and from the Company offices in accordance with the Company’s expense reimbursement policy for executives, and Mr. Weinbach will be solely responsible for any tax consequences to him resulting from reimbursement of those expenses. Mr. Weinbach will also be provided with holiday and paid time off at levels commensurate with those provided to other executive officers of the Company. He also will be eligible to participate in the Company’s other employee benefit plans available to its executive officers in accordance with their terms.
Pursuant to the CEO Employment Agreement, Mr. Weinbach will receive the following severance benefits, in each case payable in accordance with the terms of the CEO Employment Agreement, if his
employment is terminated without “cause” or if he terminates employment for “good reason” (as those terms are defined in the CEO Employment Agreement) and he executes and does not revoke a written release of any claims against the Company:
| (1) | two times his base salary; |
| (2) | an amount equal to two times his target incentive award under the STI Plan for the year in which the termination occurs (or, if not yet established, the target incentive award for the immediately preceding year); |
| (3) | a prorated target incentive award under the STI Plan for the year in which termination occurs, based on the number of days employed during that year; |
| (4) | reimbursement for the monthly cost of continued medical coverage at or below the level of coverage in effect on the date of termination (less the active employee rate for such coverage) until the earlier of (x) 18 months after the termination date; (y) the date on which Mr. Weinbach becomes eligible for coverage under a successor employer’s plan or (z) the date he ceases to be eligible for continued coverage under the Company’s health plan under the Consolidated Omnibus Budget Reconciliation Act of 1985; |
| (5) | vesting of his outstanding equity awards in accordance with the terms of the applicable award agreements; and |
| (6) | the Accrued Obligations (as defined in the CEO Employment Agreement). |
The CEO Employment Agreement does not include any tax gross up for excise taxes. If an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended, is triggered by any payments upon a change of control, the aggregate present value of the payments to be made under the CEO Employment Agreement will be reduced to an amount that does not cause any amounts to be subject to this excise tax so long as the net amount of the reduced payments, on an after-tax basis, is greater than or equal to the net amount of the payments without such reduction, but taking into consideration this excise tax.
Mr. Weinbach’s employment and the compensation payable to Mr. Weinbach under the CEO Employment Agreement are subject to the Company’s written policies, including the Code of Conduct and Ethics, the Company’s employment and other applicable policies, and any applicable clawback or recoupment policies, stock ownership policies, and share trading policies, as currently in place or as may be amended or implemented by the Company from time to time. The CEO Employment Agreement further provides that Mr. Weinbach will comply with the Restrictive Covenants Agreement (described below) and other written restrictive covenant agreements with the Company.
The foregoing description of the CEO Employment Agreement is qualified in its entirety by reference to the full text of the CEO Employment Agreement, a copy of which is filed as Exhibit 10.1 and is incorporated by reference in this Current Report on Form 8-K.
In connection with his employment, Mr. Weinbach will enter into an Indemnification Agreement that provides contractual indemnification, expense advancement and other rights on the same terms and conditions applicable to other executive officers of the Company. The Company’s form of Indemnification Agreement was filed as Exhibit 10.34 to its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February 20, 2026.
Restrictive Covenants Agreement
In connection with the CEO Employment Agreement, Mr. Weinbach entered into a Restrictive Covenants Agreement, dated as of May 21, 2026, with the Company (the “RCA”). As further described in the RCA, Mr. Weinbach has agreed that for 18 months following termination of his employment for any reason (the “Restricted Period”) he will not compete with the Company. In addition, during the Restricted Period, he has
agreed to restrictions on hiring and soliciting the Company’s employees and on soliciting the Company’s customers. The foregoing description of the RCA is qualified in its entirety by reference to the full text of the RCA, a copy of which is filed as Exhibit 10.2 and is incorporated by reference in this Current Report on Form 8-K.
2026 Inducement Plan
On May 21, 2026, the Board adopted the Radian Group Inc. 2026 Inducement Grant Equity Plan (the “Inducement Plan”), pursuant to which the Company may grant equity-based awards to newly hired employees as a material inducement to employment in accordance with New York Stock Exchange Listed Company Manual Section 303A.08 (“Rule 303A.08”). The independent directors of the Board approved the grant of the Weinbach 2026 LTI Award, the Sign-On PSUs and the Match Sign-On RSUs under the Inducement Plan, with the grants effective on the Employment Date. The Inducement Plan was adopted without stockholder approval pursuant to Rule 303A.08. Subject to adjustment as provided in the Inducement Plan, the maximum aggregate number of shares authorized for issuance under the Inducement Plan is 500,000, which shares will remain reserved until the applicable inducement awards are granted, following which any reserved shares not covered by the inducement awards will be free from reservation. The foregoing description of the Inducement Plan is qualified in its entirety by reference to the full text of the Inducement Plan, a copy of which is filed as Exhibit 10.3 and is incorporated by reference in this Current Report on Form 8-K.
Equity Awards
The Weinbach 2026 LTI Award will be for the number of restricted stock units that has a grant date value of $6,000,000 and the Sign-On PSUs will be for the number of restricted stock units that has a grant date value of $2,500,000 (each, a “Target Award”). The Weinbach 2026 LTI Award and the Sign-On PSUs (together, the “2026 PSUs”) will vest following the end of the performance period commencing on April 1, 2026 and ending on March 31, 2029 (the “Performance Period”), subject to the attainment of specified performance goals described below, as well as certain conditions described below under “Termination of Employment Events.” Upon vesting, each vested 2026 PSU will be payable in one share of the Company’s common stock, following a one-year holding period after vesting.
On the vesting date, Mr. Weinbach will become vested in a number of the 2026 PSUs (from 0 to 200% of each Target Award), with performance based on the Company’s cumulative growth in LTI Book Value per Share over the Performance Period (the “BV Payout Percentage”), adjusted by Relative TSR Modifier (shown in the second table below), in each case calculated against the following reference points:
| Cumulative Growth in LTI Book Value per Share(1) |
BV Payout Percentage (Percentage of Target Award) |
|||
| Maximum (≥50%) |
200 | % | ||
| Target (35%) |
100 | % | ||
| Threshold (≤20%) |
0 | % | ||
| (1) | The Company’s “LTI Book Value per Share” is defined as: (A) book value adjusted to exclude: (1) accumulated other comprehensive income; and (2) the impact, if any, during the Performance Period from declared dividends on common shares and dividend equivalents on outstanding equity awards; divided by (B) basic shares of common stock outstanding. |
If the Company’s cumulative growth in LTI Book Value per Share is less than or equal to 20%, the BV Payout Percentage will be zero. The results of the BV Payout Percentage, as described above, will be modified by a Relative TSR Modifier based on the percentage placement of the Company’s cumulative three-year total stockholder return for the Performance Period (“Company Absolute TSR”) in comparison to the stockholder return of the companies in the S&P SmallCap 600 Financials index as of April 1, 2026 (the “Relative TSR Performance”) based on the reference points set forth below.
| Relative TSR Performance |
Relative TSR Modifier | |||
| ≥ 90th percentile |
+25 | % | ||
| 25th – 74th percentile |
No modifier | |||
| ≤ 10th percentile |
-25 | % | ||
If the Company’s cumulative growth in LTI Book Value per Share or Relative TSR Performance falls between two referenced percentages, the applicable payout percentage will be subject to straight-line interpolation. The actual number of 2026 PSUs that vest will be determined by multiplying the applicable Target Award by the BV Payout Percentage and adding (or subtracting, if applicable) the Relative TSR Modifier; provided, however, if the Company Absolute TSR for the Performance Period is negative, the Relative TSR Modifier will not exceed the “no modifier” level. The maximum number of 2026 PSUs that may be payable will not exceed 200% of the Target Awards.
The 2026 PSUs include a one-year holding period after vesting, such that the vested 2026 PSUs will not be paid in shares (other than shares withheld to pay taxes due at vesting) until the one-year anniversary of the vesting date of the 2026 PSUs. However, as set forth in the applicable grant instrument, the post-vesting holding period will cease to apply in certain circumstances, such as (i) Mr. Weinbach’s death or disability, (ii) Mr. Weinbach’s Involuntary Termination (as defined below) in connection with a change of control before the end of the Performance Period, or (iii) the occurrence of a change of control after the end of the Performance Period.
The 2026 PSUs provide for “double trigger” vesting in the event of a change of control. In the event of a change of control of the Company before the end of the Performance Period, absent an Involuntary Termination, the 2026 PSUs will become vested on the vesting date of the 2026 PSUs following the end of the Performance Period in an amount equal to the projected BV Payout Percentage, the Relative TSR Modifier and the Company Absolute TSR for the full Performance Period, estimated as of the end of the fiscal quarter immediately prior to or coincident with the change of control (the “CoC Performance Level”).
The Match Sign-On RSUs are scheduled to vest in three pro rata installments on May 25, 2027, May 25, 2028 and May 25, 2029; provided that Mr. Weinbach remains employed through the applicable vesting dates (except as set forth below under “Termination of Employment Events”) and purchases a number of shares of the Company’s common stock equal to the number of shares subject to the Match Sign-On RSUs by the earlier of (i) December 31, 2026, (ii) Mr. Weinbach’s termination of employment for any reason or (iii) a change of control of the Company. To the extent Mr. Weinbach does not purchase the number of shares of the Company’s common stock equal to the number of shares subject to the Match Sign-On RSUs by the deadline described above, a corresponding number of the Match Sign-On RSUs will be forfeited. Upon vesting, each Sign-On RSU will be payable in one share of the Company’s common stock. Mr. Weinbach must hold the purchased shares through May 31, 2029.
Termination of Employment Events
Generally, the 2026 PSUs and Match Sign-On RSUs would be treated as follows if Mr. Weinbach’s employment is terminated for the following reasons:
| Termination Event |
2026 PSUs |
Match Sign-On RSUs | ||||
| Voluntary Termination | All unvested 2026 PSUs are forfeited | All unvested Match Sign-On RSUs are forfeited | ||||
| Involuntary Termination* (No Change of Control) |
• Except as set forth below, the target number of 2026 PSUs will be prorated for the number of months served between the grant date and date of termination, with vesting occurring on the original vesting date based on actual performance
○ If terminated within six months of the grant date, the 2026 PSUs will be forfeited
○ If terminated during the six-months prior to the original vesting date, the 2026 PSUs will not be prorated (Mr. Weinbach is eligible for full value of award) |
• If terminated on or before the first vesting date of the Match Sign-On RSUs, 33% of the Match Sign-On RSUs will automatically vest, and the remaining Time-Based RSUs will be forfeited
• If terminated after the first vesting date of the Match Sign-On RSUs, any unvested Match Sign-On 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 2026 PSUs as of the termination date (or, if later, on the date of the change of control) at the CoC Performance Level | Accelerate vesting of Match Sign-On RSUs in full on the termination date (or, if later, on the date of the change of control) | ||||
| Death / Disability | Accelerate vesting of 2026 PSUs as of the date of death or disability at the Target Award level or, if a change of control has occurred, at the CoC Performance Level | Accelerate vesting of Match Sign-On RSUs in full on date of death or disability | ||||
| * | An “Involuntary Termination” is generally defined as a termination of Mr. Weinbach’s employment by the Company other than for “cause” or his termination of employment for “good reason,” as each term is defined in the CEO Employment Agreement. |
Dividend Equivalents
Mr. Weinbach is entitled to receive dividend equivalents on the 2026 PSUs and the Match Sign-On RSUs. In general, the 2026 PSUs and the Match Sign-On RSUs provide that upon the declaration and payment by the Company of a cash dividend on its common stock, Mr. Weinbach will be entitled to receive a cash amount equal to the per-share cash dividend paid by the Company (a “Dividend Equivalent”), multiplied by the total number of 2026 PSUs and Match Sign-On RSUs, with the number of 2026 PSUs initially measured at the Target Award level and adjusted at vesting based on performance under the award. Any Dividend Equivalents credited to 2026 PSUs and Match Sign-On RSUs are subject to the same vesting, payment, forfeiture and other terms and conditions as the related award, including, as it relates to the 2026 PSUs, the requirement that certain specified performance conditions be met.
The foregoing descriptions of the Weinbach 2026 LTI Award, the Sign-On PSUs and the Match Sign-On RSUs are qualified in their entirety by reference to the full text of the form of grant instruments, copies of which will be filed with the Registration Statement on Form S-8 to register the shares under the Inducement Plan.
Employment Agreement Amendment and Consulting Agreement – Richard G. Thornberry
Employment Agreement Amendment and Consulting Agreement
On May 21, 2026, the Company entered into an amendment (the “Employment Agreement Amendment”) to the Amended and Restated Employment Agreement with Mr. Thornberry, originally effective February 8, 2017 and most recently amended and restated effective July 1, 2023 (the “Thornberry Employment Agreement”).
Pursuant to the Employment Agreement Amendment, Mr. Thornberry will continue to serve as Chief Executive Officer and as a member of the Board through August 12, 2026 (the “Transition Date”). Effective as of the Transition Date, Mr. Thornberry will cease serving as Chief Executive Officer, as a member of the Board and as an officer of the Company and its subsidiaries, and will continue in employment with the Company as a strategic advisor through December 31, 2026 (the “Transition Period”), during which time he will provide advisory services to the Company as requested by the incoming Chief Executive Officer, Mr. Weinbach. Mr. Thornberry’s employment with the Company will terminate on December 31, 2026 in connection with his retirement.
The Employment Agreement Amendment further provides that, subject to his continued employment through December 31, 2026, his execution and non-revocation of a release of claims and his continued compliance with the applicable restrictive covenants, Mr. Thornberry will remain eligible to receive (i) an incentive award under the Company’s STI Plan for 2026, based on the payout percentage determined by the Compensation Committee for the Corporation’s performance against pre-established financial and strategic performance measures, and (ii) a six-month consulting agreement with the Company following his retirement (the “Consulting Agreement”). It is expected that the Consulting Agreement will commence on January 1, 2027 and end on June 30, 2027, and will provide for a consulting fee of $83,333 per month in exchange for Mr. Thornberry’s consultation on the business and operations of the Company and its subsidiaries, as requested by the Company’s Chief Executive Officer.
The foregoing description of the Employment Agreement Amendment and the Consulting Agreement are qualified in their entirety by reference to the full text of the Employment Agreement Amendment and the Consulting Agreement, copies of which are filed as Exhibit 10.4 and Exhibit 10.5, respectively, and are incorporated by reference in this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1* | Employment Agreement, dated as of May 21, 2026, between Radian Group Inc. and Michael Weinbach | |
| 10.2* | Restrictive Covenants Agreement, dated as of May 21, 2026, between Radian Group Inc. and Michael Weinbach | |
| 10.3* | Radian Group Inc. 2026 Inducement Grant Equity Plan | |
| 10.4* | Amendment to Employment Agreement, dated as of May 21, 2026, between Radian Group Inc. and Richard G. Thornberry | |
| 10.5* | Consulting Agreement between Radian Group Inc. and Richard G. Thornberry | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Management contract, compensatory plan or arrangement. |
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: May 21, 2026 | ||||||
| By: | /s/ Edward J. Hoffman | |||||
| Edward J. Hoffman | ||||||
| Senior Executive Vice President, General Counsel |
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Radian Group Inc. (the “Company”) and Michael Weinbach (the “Executive”) as of May 21, 2026 (the “Effective Date”).
WHEREAS, the Company desires to employ the Executive as its Chief Executive Officer and the Executive desires to serve in such capacity on behalf of the Company.
NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, the Company and the Executive hereby agree as follows:
1. Employment.
(a) Term. The Executive’s employment with the Company will begin on June 1, 2026 (the “Employment Date”). The initial term of this Agreement shall begin on the Employment Date and shall continue through December 31, 2029 (the “Initial Term”), unless sooner terminated by either party as set forth below, or until the termination of the Executive’s employment, if earlier. Following the Initial Term, the term of this Agreement shall automatically renew for periods of one year (each, a “Renewal Term”) unless either party gives the other party written notice at least 180 days prior to the end of the Initial Term or any Renewal Term thereafter, as applicable, that the term of this Agreement shall not be further renewed. The period commencing on the Employment Date and ending on the date on which the Initial Term or any Renewal Term of this Agreement terminates, including upon the earlier termination of the Executive’s employment, is referred to herein as the “Term.”
(b) Duties.
(1) Effective on the Employment Date and continuing to August 12, 2026, the Executive shall serve as the Chief Executive Officer-Elect (the “CEO-Elect”) with duties, responsibilities, and authority commensurate therewith and shall report to the Board of Directors of the Company (the “Board”). The Executive shall perform all duties and accept all responsibilities consistent with preparing to assume the role of the Chief Executive Officer, and as otherwise may be reasonably assigned to the Executive by the Board, consistent with his position as CEO-Elect.
(2) Effective August 13, 2026 and continuing through the end of the Term, the Executive shall serve as the Chief Executive Officer of the Company (“CEO”), with duties, responsibilities and authority commensurate therewith and shall report to the Board. The Executive shall perform all duties and accept all responsibilities incident to such position as is set forth in the Company’s Guidelines of Corporate Governance (as in effect on the Effective Date or as may be modified thereafter after consultation with the Executive) and as otherwise may be reasonably assigned to the Executive by the Board, consistent with his position as CEO. The Executive will be appointed as a member of the Board effective as of August 13, 2026, and the Company shall cause the Executive to be nominated as a member of the Board at each annual meeting of stockholders of the Company during the Term at which the Executive’s Board seat is up for re-election.
(3) The Executive represents to the Company that the Executive is not subject to or a party to any employment agreement, non-competition or non-solicitation covenant, or other agreement that would be breached by, or prohibit the Executive from executing, this Agreement and performing fully the Executive’s duties and responsibilities hereunder.
(c) Best Efforts. During the Term, the Executive shall devote his best efforts and all or substantially all of his full business time and attention to promote the business and affairs of the Company and its affiliated entities, and shall be engaged in other business activities only to the extent that such activities: (1) do not interfere or conflict with the Executive’s obligations to the Company hereunder, including, without limitation, obligations pursuant to Section 14 below, the Restrictive Covenants Agreement, and the Company’s Code of Conduct and Ethics; and (2) have been reviewed, and if necessary approved, in accordance with the Company’s Guidelines of Corporate Governance. For purposes of clarity, activities that are in furtherance of the Company’s interest, including serving on representative boards and/or committees of industry trade groups, shall be considered to be in promotion of the business and affairs of the Company and its affiliated entities.
The Executive may, without further review or approval:
(i) deliver occasional lectures and fulfill speaking engagements;
(ii) manage personal investments, including passive investments representing less than five percent (5%) of the outstanding equity (or similar ownership interest) of any entity, whether publicly traded or privately held, provided that such investment does not create a conflict of interest; and
(iii) participate as a limited partner or advisory board member, or in a similar capacity, with venture capital, private equity, or other investment funds or investment vehicles, and receive customary or negotiated economic terms in connection therewith, including reduced or waived management fees, carried interest participation, co-investment opportunities, or similar investment-related rights; provided that such participation does not involve a material time commitment or active operational involvement with any portfolio company, such participation does not relate to a business that competes with the Company, and such participation does not otherwise create a conflict of interest;
provided that, in each case, the Executive complies with his obligations under Section 14 of this Agreement, the Restrictive Covenants Agreement, and the Company’s Code of Conduct, and the Executive discloses such arrangements in accordance with the Company’s applicable conflict of interest and insider trading policies.
2. Compensation.
(a) Base Salary. During the Term, the Company shall pay the Executive a base salary (“Base Salary”), which shall be paid in installments in accordance with the Company’s normal payroll practices. The Executive’s Base Salary shall be at the annual rate of $1,000,000 for 2026, and, for each future year of the Term, will be subject to an Annual Compensation Review (as defined below) and may be increased (but not decreased) based on the Annual Compensation Review.
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(b) Short-Term Incentive Plan. With respect to each fiscal year of the Company ending during the Term, the Executive shall be eligible to earn a cash short-term incentive award under the Radian Group Inc. STI Incentive Plan for Executive Employees, or any successor plan (the “STI Plan”) pursuant to the terms and conditions of the STI Plan. The Executive’s incentive award shall be paid at such times and in such manner as set forth in the STI Plan. The Executive’s Target Incentive Award (as defined in the STI Plan) for 2026 shall be $1,166,666 (reflecting 200% of the Executive’s Base Salary for the 2026 year following the Employment Date), with a maximum short-term incentive opportunity of $2,333,332 (calculated as 200% of the Executive’s 2026 Target Incentive Award), subject to the same terms and performance metrics applicable to the other named executive officers of the Company. For subsequent years during the Term, the Executive’s Target Incentive Award under the STI Plan shall be determined pursuant to the Annual Compensation Review, subject to the minimum Total Target Compensation (as defined below). Notwithstanding the terms of the STI Plan, the term “Cause” as used therein shall be deemed to refer to the definition of Cause contained in this Agreement, and any provision therein relating to the Executive’s termination of employment by the Company without Cause shall be deemed to include a resignation by the Executive for Good Reason (as defined below) hereunder.
(c) Long-Term Incentive Opportunity. The Executive shall be eligible to receive long-term incentive awards in respect of each fiscal year during the Term (“LTI”) under the Company’s long-term incentive program in an amount and on terms established by the Compensation and Human Resources Committee of the Board (the “Compensation Committee”) pursuant to the Annual Compensation Review, commensurate with the Executive’s position as CEO. The Executive’s annual LTI target for 2026 shall be $6,000,000. For each fiscal year thereafter, the Executive’s annual LTI target shall be subject to the Annual Compensation Review and the minimum Total Target Compensation. The form and terms of the LTI awards shall be established by the Compensation Committee and shall be no less favorable than such terms as established generally for the named executive officers of the Company, provided however, that the Executive’s 2026 LTI award shall be entirely in the form of performance-based restricted stock units, as described in Section 2(d) below.
(d) Inducement Awards. As a material inducement for the Executive to join the Company in the role of CEO, the Executive shall receive the following equity awards (together, the “Inducement Awards”) on the Employment Date:
| (1) | Award of time-based restricted stock units, as follows: |
| i. | Award of 150,000 time-based restricted stock units with respect to 150,000 shares of the Company’s common stock, provided that if the grant date value of the award determined based on the closing price of a share of the Company’s common stock on the New York Stock Exchange as of the Employment Date would exceed $5,500,000, the share number (and corresponding number of time-based restricted stock units) shall be reduced to an amount equal to a grant date value of $5,500,000 (the amount of time-based restricted stock units awarded, the “RSU Share Number”). |
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| ii. | The time-based restricted stock units shall vest in three substantially equal annual installments on May 25, 2027, May 25, 2028 and May 25, 2029, subject to the Executive’s continued employment through these vesting dates and such other terms and conditions set forth in the applicable grant agreement; provided that vesting of these restricted stock units shall be further conditioned upon the Executive’s purchase of shares of the Company’s common stock equal to the RSU Share Number, no later than the first to occur of (i) December 31, 2026, (ii) the date of the Executive’s termination of employment for any reason, or (iii) the date of a Change of Control (as defined in the Radian Group Inc. 2026 Inducement Grant Equity Plan) (the “Purchase Date Deadline”). |
| iii. | The Executive agrees to hold the purchased shares, and not dispose of the purchased shares, except in the event of a Change of Control or termination of the Executive’s employment, through May 31, 2029. |
| (2) | Subject to the terms of the applicable grant agreement, if the Executive does not purchase shares of the Company’s common stock equal to the RSU Share Number by the Purchase Date Deadline, any time-based restricted stock units granted to the Executive under this Section 2(d)(1) in excess of the number of shares of the Company’s common stock purchased by the Executive by the Purchase Date Deadline shall be forfeited as of the Purchase Date Deadline. In that event, the forfeiture shall be applied across the three vesting tranches on a pro rata basis. Awards of performance-based restricted stock units, as follows: |
| i. | As the LTI award for 2026, the Company shall grant the Executive an award of performance-based restricted stock units with a grant date value of $6,000,000. For the avoidance of doubt, the Executive’s 2026 LTI award shall be in the form of performance-based restricted stock units only and not in a combination of time-based and performance-based restricted stock units. |
| ii. | As an additional sign-on incentive, the Company shall grant an award of performance-based restricted stock units with a grant date value of $2,500,000. |
| iii. | The performance-based restricted stock units granted under this Section 2(d)(2) shall vest and be payable based on the same performance metrics and payout conditions as the performance-based LTI awards for 2026 granted to other named executive officers of the Company, subject to the terms set forth in the applicable grant agreements. |
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| (3) | For purposes of Section 2(d)(1) and (2), “grant date value” shall be calculated in the same way that the Company calculates grant date value for determining the number of shares subject to the 2026 LTI awards to other named executive officers of the Company. |
| (4) | The Inducement Awards are being offered to the Executive as “employment inducement” awards under New York Stock Exchange Listing Rule 303A.08, and shall be granted under the Radian Group Inc. 2026 Inducement Grant Equity Plan. |
(e) Annual Total Target Compensation. Beginning in 2027, the Executive’s total target compensation for each fiscal year during the Term (i.e., the Executive’s Base Salary, Target Incentive Award under the STI Plan, and target LTI award granted for the year) (collectively, “Total Target Compensation”) shall be not less than $9,000,000, provided, however, that the mix of components of Total Target Compensation may be adjusted from time to time pursuant to the Annual Compensation Review. The Executive’s actual realized pay will be primarily dependent on performance under the STI Plan and LTI awards to the Executive.
(f) Annual Compensation Review. In accordance with the Company’s policies and practices, each component of the Executive’s Total Target Compensation will be reviewed and approved each year by the Company’s independent directors upon the recommendation by the Compensation Committee (“Annual Compensation Review”).
3. Retirement and Welfare Benefits. During the Term, the Executive shall be eligible to participate in the Company’s health, life insurance (at the CEO level of coverage), long-term disability, retirement, deferred compensation, stock purchase and welfare benefit plans and programs available to executives of the Company, pursuant to their respective terms and conditions. Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any employee benefit plan, program or policy from time to time after the Effective Date.
4. Vacation. During the Term, the Executive shall be entitled to paid time off each year, as well as Company holidays at levels commensurate with those provided to other named executive officers of the Company, in accordance with the Company’s paid time off and holiday policies (which currently provide for 30 days paid time off on an annual basis for executive officers and two “floating holidays” in addition to regularly scheduled holidays).
5. Expenses. The Company shall reimburse the Executive for all necessary and reasonable travel and other business expenses incurred by the Executive in the performance of the Executive’s duties hereunder in accordance with the Company’s expense reimbursement policy for executives. The Company shall reimburse the Executive for necessary and reasonable travel to and from the Company offices, including to and from the Company headquarters in Wayne, Pennsylvania in accordance with the Company’s expense reimbursement policy for executives. The Executive shall be solely responsible for any federal, state, local, or other tax consequences to the Executive that result from such reimbursement of expenses, and the Company shall have no obligation to gross up or otherwise compensate the Executive for any such taxes.
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6. Termination without Cause; Resignation for Good Reason. The Company may terminate the Executive’s employment at any time without Cause upon 15 days’ advance written notice (or pay in lieu of notice). The Executive may initiate a termination of employment by resigning for Good Reason as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, in either case during the Term, if the Executive executes and does not revoke a written Release (as defined below) and remains in compliance with Section 14 of this Agreement, the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following:
(a) The Company shall pay the Executive an amount equal to (i) two times the Executive’s annual Base Salary, plus (ii) two times the Executive’s Target Incentive Award established under the STI Plan for the year in which the termination date occurs (or if it has not yet been established, the Target Incentive Award established for the immediately preceding year, provided that for this purpose, the Executive’s annualized Target Incentive Award under the STI Plan for 2026 shall be $2,000,000). This severance amount shall be paid as follows: (i) the maximum amount that can be paid under the “separation pay” exception under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be paid in substantially equal bi-weekly installments over the 12-month period following the Executive’s termination date, in accordance with the Company’s normal payroll practices, with the first payment to be made within 60 days following such termination of employment, and (ii) the remainder of the severance amount shall be paid in a lump sum between March 1 and March 15 of the calendar year following the year in which the Executive’s termination date occurs. The first payment under clause (1) shall include any payments for the period from the termination date to the commencement date of payments.
(b) The Company shall pay the Executive a pro-rated Target Incentive Award under the STI Plan, which amount shall be paid in a lump sum within 60 days following the Executive’s termination date, subject to section 409A of the Code. The prorated Target Incentive Award shall equal:
(1) The Executive’s Target Incentive Award established under the STI Plan for the year in which the termination date occurs (or the immediately preceding year if such Target Incentive Award has not yet been established for that year), provided that, for this purpose, the Executive’s annualized Target Incentive Award under the STI Plan for 2026 shall be $2,000,000, multiplied by
(2) A fraction, the numerator of which is the number of full completed days of employment with the Company from the beginning of the calendar year through the termination date, and the denominator of which is the number of days in such year.
(c) During the period beginning on the Executive’s termination date and ending on the first to occur of (i) 18 months after the termination date, (ii) the date on which the Executive becomes eligible for health coverage by a successor employer, or (iii) the date on which the Executive ceases to be eligible for continued health coverage under the Company’s group health plan under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) (the “Coverage Period”), if the Executive elects to receive continued health coverage under the Company’s health plan under COBRA at a level of coverage at or below the Executive’s level of coverage in
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effect on the date of the Executive’s termination of employment, the Company will pay the monthly COBRA premium cost on a taxable basis for such continued health coverage, less an amount equal to the applicable active employee premium charge that the Executive paid immediately prior to the termination date for such health coverage (the “COBRA Benefit”).
The payments shall commence on the first payroll date that is administratively practicable after the Executive’s termination date, and within 60 days after the Executive’s termination date, subject to section 409A of the Code. The first payment shall include any payments for the period from the Executive’s termination date to the commencement date of such payments. The Company shall provide the COBRA Benefit to the Executive under this subsection only for the portion of the Coverage Period during which the Executive continues COBRA coverage under the Company’s health plan. The Executive agrees to notify the Company promptly of the Executive’s coverage under an alternative health plan upon becoming covered by such alternative plan. The COBRA health care continuation coverage period under section 4980B of the Code shall run concurrently with the Coverage Period.
(d) The Executive’s outstanding restricted stock units, performance stock units, and any other equity grants will vest and be paid in accordance with the terms of the applicable grant agreements.
(e) The Company shall pay the Accrued Obligations, regardless of whether the Executive executes or revokes the Release.
(f) If the Company elects not to renew the Term of this Agreement, other than for Cause or Disability, at the expiration of the Initial Term or any Renewal Term, as described in Section 1(a), the Company’s non-renewal notice shall be considered a Good Reason event as described in, and subject to the terms of, Section 12(c). In the event the Executive terminates employment for Good Reason in connection with non-renewal of the Term by the Company, any outstanding equity awards held by the Executive shall be eligible to vest according to the terms of the applicable grant agreements with respect to a termination for Good Reason, subject to the terms and conditions of the applicable equity award agreements.
(g) Notwithstanding any other provision of this Section 6, if the Executive dies after the termination date but prior to the receipt of all amounts due under this Section 6, any remaining unpaid amounts shall be paid to the Executive’s estate (or designated beneficiary, as applicable) on the schedule otherwise provided herein, as if the Executive had survived. For the avoidance of doubt, the obligation of the Company to make all payments under this Section 6 shall survive the death of the Executive and shall be binding on the Company’s successors and assigns.
7. Cause. The Company may terminate the Executive’s employment at any time for Cause upon written notice to the Executive, in which event all payments under this Agreement shall cease, except for the Accrued Obligations.
8. Voluntary Resignation without Good Reason. The Executive may voluntarily terminate employment without Good Reason for any reason upon 30 days’ prior written notice to the Company. In such event, after the effective date of such termination, no payments shall be due under this Agreement, except for the Accrued Obligations.
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9. Disability. If the Executive incurs a Disability during the Term, the Company may terminate the Executive’s employment on or after the date of Disability. If the Executive’s employment terminates on account of Disability, the Executive shall receive the Accrued Obligations, including any payments and vesting, as applicable, under the STI Plan and equity grant agreements pursuant to the terms applicable to Disability. Otherwise, the Company shall have no further liability or obligation under this Agreement to the Executive. For purposes of this Agreement, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Executive is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company.
10. Death. If the Executive dies during the Term, the Executive’s employment shall terminate on the date of death, and the Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, shall receive the Accrued Obligations, including any payments and vesting, as applicable, under the STI Plan and equity grant agreements pursuant to the terms applicable to death. Otherwise, the Company shall have no further liability or obligation under this Agreement to the Executive’s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through the Executive.
11. Resignation of Positions. Effective as of the date of the Executive’s termination of employment for any reason, the Executive shall be deemed to have resigned from all Company-related positions, including as an officer and director of the Company and any of its subsidiaries.
12. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
(a) “Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary, and all accrued but unused paid time off under the terms of the Company’s paid time off policy, through the date of termination of the Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred through the date of such termination in accordance with Section 5 hereof, and (iii) any vested accrued compensation, equity awards or benefits provided under the Company’s employee incentive or benefit plans upon or following a termination of employment, in accordance with the terms of the applicable plan, including without limitation the STI Plan, but excluding any separate Company severance plan or policy.
(b) “Cause” shall mean any of the grounds for termination of the Executive’s employment listed below, after the Executive has been provided with an opportunity to meet with the Board with respect to the determination of Cause:
(1) the Executive’s indictment for, conviction of, or pleading nolo contendere to, a felony or a crime involving fraud, misrepresentation, or moral turpitude (excluding traffic offenses other than traffic offenses involving the use of alcohol or illegal substances);
(2) the Executive’s fraud, dishonesty, theft, or misappropriation of funds in connection with the Executive’s duties with the Company and its affiliates;
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(3) the Executive’s material violation of the Code of Conduct or any Company policy referenced in the Code of Conduct;
(4) the Executive’s gross negligence or willful misconduct in the performance of the Executive’s duties with the Company and its affiliates; or
(5) the Executive’s breach of Section 14 of this Agreement or any covenants contained in the Restrictive Covenants Agreement (except any breach relating to the Company’s Code of Conduct, which shall be governed by clause (3) above) or any other agreement described in Section 14, or the Executive’s material breach of any other provision of this Agreement.
(c) “Good Reason” shall mean any of the following without the Executive’s written consent:
(1) The scope of the Executive’s duties, responsibilities and reporting lines as the CEO are, in the aggregate, materially reduced;
(2) The Executive is required to permanently relocate his principal place of business to any office or location which is located more than 75 miles from the location where the Executive is based immediately prior to the change in location, except that a requirement to comply with policies of the Company regarding office presence shall not constitute a Good Reason;
(3) The Company engages in any action or inaction that constitutes a material breach of this Agreement; or
(4) The Company elects not to renew the Term of this Agreement, other than for Cause or Disability, as described in Section 1(a), provided that the Executive is willing and able to continue in employment under the terms of this Agreement, if renewed, or to execute a new employment agreement providing terms and conditions substantially similar to those in this Agreement and to continue in employment in accordance with the terms and conditions set forth therein.
In order to terminate employment for Good Reason, the Executive must provide a written notice of termination with respect to termination for Good Reason to the Company within 60 days after the event constituting Good Reason has occurred. The Company shall have a period of 30 days in which it may correct the act, or the failure to act, that gave rise to the Good Reason event as set forth in the notice of termination. If the Company does not correct the act, or the failure to act, the Executive must terminate employment for Good Reason within 30 days after the end of the cure period, in order for the termination to be considered a Good Reason termination; provided that in the event of a termination on account of non-renewal of the Term of this Agreement under clause (4) above, the termination date shall not be earlier than the scheduled end of the Term without the Company’s consent. Notwithstanding the foregoing, in no event will the Executive have Good Reason for termination if an event described in Section 12(c)(1) occurs in connection with the Executive’s inability to substantially perform the Executive’s duties on account of short-term or long-term disability.
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(d) “Release” shall mean a separation agreement containing a release of claims, substantially in the form attached hereto as Exhibit A, with such changes as the Company deems appropriate to comply with best practices and applicable law.
13. Section 409A.
(a) This Agreement is intended to comply with section 409A of the Code and its corresponding regulations, or an exemption, and payments may only be made under this Agreement upon an event and in a manner permitted by section 409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from section 409A of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, to the extent required by section 409A of the Code, if the Executive is considered a “specified employee” for purposes of section 409A of the Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be delayed as required by section 409A of the Code, and the accumulated amounts shall be paid in a lump sum payment within ten days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of the Executive’s estate within 60 days after the date of the Executive’s death.
(b) All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code. For purposes of section 409A of the Code, each payment hereunder shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to section 409A of the Code, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.
(c) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code.
14. Restrictive Covenants.
(a) The Executive agrees to comply with the restrictive covenants and agreements set forth in the Restrictive Covenants Agreement attached hereto as Exhibit B and is hereby incorporated into this Agreement by this reference (the “Restrictive Covenants Agreement”), which the Executive agrees to sign as a condition of this Agreement, and all other written agreements between the Company and the Executive containing non-competition, non-solicitation, confidentiality, inventions assignment, non-disparagement and other restrictive covenants. Without limiting the foregoing, all references in this Agreement to Section 14 shall include the provisions of Exhibit B.
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(b) Notwithstanding anything in this Agreement to the contrary, if the Executive breaches any of the Executive’s obligations under this Section 14, the Company shall be obligated to provide only the Accrued Obligations, and all other payments under this Agreement shall cease. In such event, the Company may require that the Executive repay all amounts theretofore paid to him pursuant to Section 6 hereof (other than the Accrued Obligations), and in such case, the Executive shall promptly repay such amounts on the terms determined by the Company.
15. Legal Action. The Executive irrevocably and unconditionally (1) agrees that any legal proceeding arising out of this Agreement shall be brought solely in the United States District Court for Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Delaware County, Pennsylvania, (2) consents to the exclusive jurisdiction of such court in any such proceeding, and (3) waives any objection to the laying of venue of any such proceeding in any such court. The Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers.
16. Survival. The respective rights and obligations of the parties under this Agreement (including Sections 14 and 15) shall survive any termination of the Executive’s employment or termination or expiration of this Agreement (including without limitation any non-renewal of the Term of this Agreement) to the extent necessary to the intended preservation of such rights and obligations.
17. No Mitigation or Set Off. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced, regardless of whether the Executive obtains other employment. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.
18. Section 280G. In the event of a change in ownership or control under section 280G of the Code, if it shall be determined that any payment or distribution in the nature of compensation (within the meaning of section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of section 280G of the Code, the aggregate present value of the Payments shall be reduced (but not below zero) to the Reduced Amount (defined below) if and only if the Firm (described below) determines that the reduction will provide the Executive with a greater net after-tax benefit than would no reduction. No reduction shall be made unless the reduction would provide the Executive with a greater net after-tax benefit. The determinations under this Section shall be made as follows:
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(a) The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Payments under this Agreement without causing any Payment under this Agreement to be subject to the Excise Tax (defined below), determined in accordance with section 280G(d)(4) of the Code. The term “Excise Tax” means the excise tax imposed under section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.
(b) Payments under this Agreement shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to the Executive. Where more than one Payment has the same value for this purpose and they are payable at different times, they shall be reduced on a pro rata basis. Only amounts payable under this Agreement shall be reduced pursuant to this Section.
(c) All determinations to be made under this Section shall be made by an independent certified public accounting firm or other service provider selected by the Company and agreed to by the Executive immediately prior to the change in ownership or control transaction (the “Firm”). The Firm shall provide its determinations and any supporting calculations both to the Company and the Executive within ten days of the transaction. Any such determination by the Firm shall be binding upon the Company and the Executive. All of the fees and expenses of the Firm in performing the determinations referred to in this Section shall be borne solely by the Company.
(d) For the avoidance of doubt, the Company shall have no obligation to provide any gross-up, reimbursement, or other payment to the Executive with respect to any Excise Tax.
19. Legal Fees. The Company will reimburse the Executive for up to $30,000 of documented legal fees that are reasonably related to the Executive’s review and negotiation of this Agreement.
20. Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):
If to the Company, to:
Mary C. Dickerson, Senior Executive Vice President, Chief People & Operating Officer
Radian Group Inc.
550 East Swedesford Road
Suite 350
Wayne, PA 19087
If to the Executive, to the most recent address on file with the Company or to such other names or addresses as the Company or the Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.
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21. Withholding. All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. Except as otherwise provided herein, the Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes imposed on the Executive with respect to any payment received under this Agreement.
22. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.
23. Assignment. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Executive under this Agreement are of a personal nature and shall not be assignable or delegable in whole or in part by the Executive. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, within 15 days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place, and the Executive acknowledges that in such event the obligations of the Executive hereunder, including but not limited to those under Section 14, will continue to apply in favor of the successor.
24. Company Policies. Employment with the Company is conditioned on the Executive’s agreement to comply with the Code of Conduct and the Company’s employment and other applicable policies, which shall be evidenced by the Executive’s execution thereof. The Executive, this Agreement, and the compensation payable hereunder, as applicable, shall be subject to any applicable clawback or recoupment policies, stock ownership policies, share trading policies, the Code of Conduct, employment policies, and other written policies that are in place as of the Effective Date and as may be revised or implemented by the Company from time to time as applicable to officers of the Company, in each case after consultation with the Executive.
25. Indemnification. The Company will provide insurance for the Executive, for the duration of his employment, and thereafter in respect of his acts and omissions occurring during such employment, under a contract of directors and officers liability insurance to the same extent as any such insurance insures members of the Board and other named executive officers. The Company will enter into an indemnification agreement with the Executive, consistent with the Company’s current practice, on the same terms as those executed by other named executive officers and directors of the Company.
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26. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto and supersedes any and all other agreements and understandings concerning the Executive’s employment by the Company, other than the Restrictive Covenants Agreement. This Agreement may be changed only by a written document signed by the Executive and the Company.
27. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.
28. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive and procedural laws of Pennsylvania without regard to rules governing conflicts of law.
29. Counterparts. This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be an original, but all of which together shall constitute one instrument.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.
| Radian Group Inc. | ||
| /s/ Mary C. Dickerson | ||
| Name: | Mary C. Dickerson | |
| Title: | Senior Executive Vice President, Chief People & Operating Officer | |
| EXECUTIVE | ||
| /s/ Michael Weinbach | ||
| Name: | Michael Weinbach | |
Exhibit A
Form of Release
This Release Agreement (this “Agreement”) is made by and between Michael Weinbach (“Employee”) and Radian Group Inc. (“Radian”). Employee and Radian are parties to this Agreement and are collectively referred to herein as the “Parties.”
As used in this Agreement, any reference to Employee shall include Employee, and in their capacities as such, Employee’s heirs, administrators, representatives, executors, legatees, successors, agents and assigns. As used in this Agreement, any reference to the “Company” shall mean Radian and each subsidiary of Radian.
1. Release.
(a) In further consideration of the compensation provided to Employee pursuant to Section 6 of the Employment Agreement between Employee and Radian entered into effective [DATE] (the “Employment Agreement”) (other than compensation pursuant to Section 6(e) of the Employment Agreement, which shall be paid regardless of this Agreement), Employee hereby agrees, subject to and without waiving any rights identified in Paragraph 2, Permitted Conduct, of this Agreement, to the maximum extent permitted by law, to irrevocably and unconditionally RELEASE AND FOREVER DISCHARGE the Company and each of its and their past or present parents, subsidiaries and affiliates, their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company and of the Company’s past or present parents, subsidiaries or affiliates, and the past or present trustees, administrators, agents or employees of all such pension and employee benefit plans (hereinafter collectively included within the term the “Released Parties”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, whether known or unknown, which Employee may have, or which Employee’s heirs, executors or administrators may have against the Released Parties, by reason of any matter, cause or thing whatsoever from the beginning of Employee’s employment with the Company to and including the date on which Employee executes this Agreement, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Employee’s employment relationship and/or the termination of Employee’s employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future, which includes any claim or right based upon or arising under any federal, state or local fair employment practices or equal opportunity laws, including, but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act of 1993, the Equal Pay Act, the Employee Retirement Income Security Act (“ERISA”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Americans With Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers’ Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, 42 U.S.C. Section 1981, any applicable state laws identified in Schedule 1 hereto, including all amendments thereto, and any other federal, state or local statutes or common law under which Employee can waive Employee’s rights, any contracts between the Released Parties and Employee, and all claims for counsel fees and costs.
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Employee acknowledges that Employee has not made any claims or allegations related to sexual harassment or sexual abuse and none of the payments set forth in this Agreement are related to sexual harassment or sexual abuse.
(b) In waiving and releasing any and all claims against the Released Parties, whether or not now known to Employee, Employee understands that this means that if Employee later discovers facts different from or in addition to those facts currently known by Employee, or believed by Employee to be true, the waivers and releases of this Agreement will remain effective in all respects, despite such different or additional facts and Employee’s later discovery of such facts, even if Employee would not have agreed to this Agreement if Employee had prior knowledge of such facts.
(c) Notwithstanding anything in this Agreement to the contrary, Employee does not waive (i) any entitlements under the terms of Section 6 of the Employment Agreement, (ii) Employee’s existing right to receive vested accrued benefits under any equity grants or other plans or programs of the Company under which Employee has accrued benefits (other than under any Company separation or severance plan or programs), (iii) any claims that, by law, may not be waived, (iv) any rights or claims that may arise after the date Employee executes this Agreement, (v) any right to indemnification under the bylaws of the Company, under any directors and officers insurance policy and under the indemnification agreement entered into by and between the Company and Employee, with respect to Employee’s performance of duties as an employee or officer of the Company, and (vi) any claim or right Employee may have for unemployment insurance benefits, workers’ compensation benefits, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable state law.
2. Permitted Conduct. Nothing in this Agreement shall prohibit or restrict Employee from: initiating communications directly with, or filing any charge of complaint with, cooperating with, providing relevant information to, responding to any inquiry from, assisting in an investigation by, or providing testimony before, the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, the Department of Labor, the National Labor Relations Board, or any other federal, state or local regulatory authority. Moreover, nothing herein is intended to limit the exercise of Employee’s rights under Section 7 of the NLRA. To the extent permitted by law, upon receipt of any subpoena, court order, or other legal process compelling the disclosure of any confidential information and trade secrets of the Company, Employee agrees to give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the fullest extent possible. However, Employee hereby waives Employee’s right to receive any individual monetary relief from the Released Parties resulting from such claims, regardless of whether Employee or another party has filed them, and in the event Employee obtains such monetary relief, the Company will be entitled to an offset for the payments made pursuant to Section 6 of the Employment Agreement (other than compensation pursuant to Section 6(e) of the Employment Agreement, which shall be paid regardless of this Agreement), except where such limitations are prohibited as a matter of law (e.g., under the Sarbanes-Oxley Act of 2002, 18 U.S.C.A. §§ 1514A). Please take notice that federal law provides criminal and civil immunity to
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federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
3. Restrictive Covenants.
(a) Employee agrees to comply with the restrictive covenants and agreements set forth in the Restrictive Covenants Agreement between Employee and Radian dated May 21, 2026, and all other written restrictive covenants and agreements with the Company containing non-competition, non-solicitation, confidentiality, inventions assignment, non-disparagement and other restrictive covenants (collectively, the “Restrictive Covenants”). Employee expressly acknowledges that continuing to comply with the terms of the Restrictive Covenants is a material term of this Agreement. Employee acknowledges that in the event that Employee breaches any of the Restrictive Covenants, Radian shall be obligated to provide only the Accrued Obligations (as defined in the Employment Agreement), and all other payments under Section 6 of the Employment Agreement shall cease. In such event, Radian may require that Employee repay all amounts theretofore paid to him pursuant to Section 6 of the Employment Agreement (other than the Accrued Obligations), and in such case, Employee shall promptly repay such amounts on the terms determined by Radian.
(b) Notwithstanding anything to the contrary herein or in the Restrictive Covenants, nothing in this Agreement or in Restrictive Covenants is intended to limit the exercise of Employee’s rights under Section 7 of the National Labor Relations Act (“NLRA”), including communicating with others regarding Employee’s terms and conditions of employment.
4. Controlling Law. This Agreement and all matters arising out of, or relating to it, shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles. Notwithstanding the foregoing, and for the avoidance of any doubt, if a Company benefit plan or other employment-related agreement provides in writing that it shall be governed by the laws of another state, then all matters arising out of, or relating to, such benefit plan or other employment-related agreement shall be governed by, and construed in accordance with, the laws of the state designated in such benefit plan or other employment-related agreement.
5. Jurisdiction. Any action arising out of, or relating to, any of the provisions of this Agreement shall be brought and prosecuted only in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Delaware County, Pennsylvania, and the jurisdiction of such court in any such proceeding shall be exclusive. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers.
6. Severability. If any provision of this Agreement is construed to be invalid, unlawful or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto, except that, in the event the release in Paragraph 1 is held to be unlawful, invalid or unenforceable, any payments made pursuant to Section 6 of the
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Employment Agreement (other than the Accrued Obligations) shall be returned to the Company and no further consideration shall be due. If any covenant or agreement is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form.
7. ACKNOWLEDGEMENT. Employee hereby acknowledges that:
(a) The Company advises Employee to consult with an attorney before signing this Agreement;
(b) Employee has obtained independent legal advice from an attorney of Employee’s own choice with respect to this Agreement or Employee has knowingly and voluntarily chosen not to do so;
(c) Employee freely, voluntarily and knowingly entered into this Agreement after due consideration;
(d) Employee had at least [21] days to review and consider this Agreement;
(e) If Employee knowingly and voluntarily chooses to do so, Employee may accept the terms of this Agreement on or after the date of Employee’s termination of employment but before the [21] day consideration period provided for above has expired;
(f) Employee is signing this Agreement on or after the date of Employee’s termination of employment;
(g) Employee has a right to revoke this Agreement by notifying at the Company in writing within seven days of Employee’s execution of this Agreement. Unless revoked, this Agreement will become effective on the eighth day following its execution (the “Effective Date”);
(h) Changes to this Agreement before its execution, whether material or immaterial, do not restart the consideration period;
(i) In exchange for Employee’s waivers, releases and commitments set forth herein, including Employee’s waiver and release of all claims arising under the ADEA and the OWBPA, the payments, benefits and other considerations that Employee is receiving pursuant to this Agreement exceed any payment, benefit or other thing of value to which Employee would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein;
(j) No promise or inducement has been offered to Employee, except as expressly set forth herein, and Employee is not relying upon any such promise or inducement in entering into this Agreement; and
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(k) EMPLOYEE REPRESENTS THAT EMPLOYEE HAS READ THE TERMS OF THIS AGREEMENT, THAT THIS AGREEMENT IS WRITTEN IN A MANNER THAT EMPLOYEE CAN UNDERSTAND AND THAT THE COMPANY HAS NOT MADE ANY REPRESENTATIONS CONCERNING THE TERMS OR EFFECTS OF THIS AGREEMENT OTHER THAN THOSE CONTAINED HEREIN. EMPLOYEE FREELY AND VOLUNTARILY AGREES TO ALL THE TERMS AND CONDITIONS HEREOF, AND SIGNS THE SAME AS EMPLOYEE’S OWN FREE ACT.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties agree to the terms of this Agreement.
| Radian Group Inc. | ||||||
| Date: |
| |||||
| By: Mary C. Dickerson Title: Senior Executive Vice President, Chief People & Operating Officer | ||||||
| Michael Weinbach
| ||||||
| Date: | ||||||
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Schedule 1
Upon signing the Agreement to which this Schedule 1 is attached, Employee acknowledges and agrees that the Release extends to include, but is not limited to, each of the following laws that may apply to Employee’s applicable state of employment or that otherwise might apply to Employee’s employment with the Company or the termination thereof (each to the extent applicable, and as amended from time to time):
| Alabama | Alabama Age Discrimination in Employment Act (AADEA), Unlawful Practices related to Opposition of Employer under Section 25-1-28 of the Alabama Code, including sexual harassment claims, Alabama Whistleblower Protection Law, Alabama Pay Equity Law, retaliatory or constructive discharge and for co-employer liability under Sections 25-5-11 and 25-5-11.1 of the Alabama Code. | |
| Alaska | Alaska Human Rights Law, including age and sexual harassment claims, Alaska Family and Medical Leave Law, Alaska Occupational Safety and Health law, Alaska Uniform Contribution Among Tortfeasors Act, and any right to liquidated damages arising out of or related to any failure by the Company to pay overtime compensation or other wages to Employee when due, as provided in the Alaska Wage and Hour Act and/or other Alaska wage payment laws. | |
| Arizona | Arizona Civil Rights Act, including age and sexual harassment claims; Arizona Employment Protection Act; Arizona Occupational Safety and Health Law; Arizona Right to Work Act, the Arizona Fair Wages and Healthy Families Act, the Arizona Equal Pay Law, the Arizona Wage Payment laws, and the Arizona Drug Testing of Employees Act. | |
| Arkansas | Arkansas Civil Rights Act of 1993, including age and sexual harassment claims, Arkansas Equal Pay Law, Arkansas Minimum Wage Act, Arkansas Wage Payment Laws, and Arkansas Uniform Contribution Among Tortfeasors Act, the Arkansas Genetic Information in the Workplace Act, the Arkansas Voting Leave Law, the Arkansas Jury Duty Law, the Arkansas Law On Leave For Public Service, the Arkansas Military Service Protection Act, the Arkansas Bone Marrow/Organ Donation Leave Law, the Arkansas Crime Victim Leave Law, the Arkansas Wage Payment and Work Hour Laws. | |
| Colorado | Colorado Anti-Discrimination Act, including age and sexual harassment claims, Colorado Equal Pay for Equal Work Act, Colorado Law Prohibiting Discrimination by Labor Organization, Colorado’s whistleblower protections for private enterprise employees (Colo. Rev. Stat. Ann. §§ 24-114-101 et seq.) (if applicable), Colorado Maternity Leave Law, Colorado Healthy Families and Workplaces, Colorado Minimum Wage Law, Colorado Minimum Wage Order No. 32, and Colorado Labor Peace Act. | |
| Connecticut | Connecticut Fair Employment Practices Act, including age and sexual harassment claims; Connecticut Human Rights and Opportunities Act, including age and sexual harassment claims, Connecticut Family and Medical Leave Law; Connecticut General Statute Paid Sick Leave; Connecticut Whistleblower Law; Connecticut Free Speech Law; Connecticut WARN Law; Connecticut Human Rights and Opportunities Act; Connecticut Minimum Wage and Overtime Law; Connecticut Equal Pay Law; the anti-retaliation provision of the Connecticut Workers’ Compensation Act; and Connecticut Maximum Hours and Overtime Law, as amended; provided, however, that nothing in this agreement shall be construed as a release of disputed wages as a condition to receive wages conceded to be due. | |
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| Delaware | Delaware Discrimination in Employment Act, including age and sexual harassment claims, the Delaware Handicapped Persons Employment Protection Act, the Delaware Persons With Disabilities Employment Protections Act, the Delaware Whistleblower’s Protection Act, the Delaware Wage Payment and Collection Act, the Delaware Fair Employment Practices Act, provided, however, that nothing in this agreement shall be construed as a requirement for or condition to any payment due under the Wage Payment and Collection Act. | |
| D.C. | D.C.’s Human Rights Act, including age and sexual harassment claims, District of Columbia’s prohibition of discrimination based on use of tobacco (D.C. Code Ann. § 7-1703.03), D.C.’s whistleblower protections for employees of D.C. contractors (D.C. Code Ann. §§ 2-223.01 – 2-223.07) (if applicable), D.C. Family and Medical Leave Act, D.C. Parental Leave Act, D.C. Employee Sick Leave Provision of Paid Leave, D.C. Displaced Workers Protection Act, District of Columbia Wage Discrimination Act, and denial of rights under or retaliation in violation of the D.C. Accrued Sick and Safe Leave Act (D.C. Code Ann. §§ 32-131.01 – 32-131.17), the District of Columbia Earned Sick & Safe Leave Amendment Act of 2013, the District of Columbia whistleblower protections for employees of D.C. contractors (D.C. Code Ann. §§ 2-223.01 – 2-223.07) (if applicable), the District of Columbia’s Wage Garnishment Fairness Amendment Act of 2018, the District of Columbia’s Tipped Wage Workers Fairness Act of 2018, the District of Columbia Universal Paid Leave Amendment Act of 2016. | |
| Florida | Florida Civil Rights Act, including age and sexual harassment claims, Florida Omnibus AIDS Act, Florida Wage Discrimination Law, Florida Discrimination against Education Employees, Florida Discrimination Against Military Personnel, retaliation provision of Florida Workers Compensation Act (Fla. Stat. Ann. § 440.205), the Florida Discrimination on the basis of Sickle Cell Trait Law, the Florida Equal Pay Act, Florida Fair Housing Act, Florida Private Sector Whistleblower’s Act, Florida minimum wage and wage payment laws, Fla. Const. art. X, § 24, and retaliation provision of the Florida False Claims Act (Fla. Stat. Ann. § 68.088). | |
| Georgia | Georgia Fair Employment Practices Act including age and sexual harassment claims; Georgia Equal Pay Act, as amended; the Georgia Age Discrimination in Employment Law; the Georgia Equal Employment for Persons with Disabilities Code; the Georgia Right to Arbitration for Sex Discrimination Claims; and claims arising under the Georgia Constitution. | |
| Hawaii | Hawaii Fair Employment Practices Act, including age and sexual harassment claims, the Hawaii Discriminatory Practices Law, the Hawaii Equal Pay Act, The Hawaii False Claims Act, the Hawaii Civil Rights Act, the Hawaii Whistleblowers’ Protection Act, the Hawaii Dislocated Workers Law, the Hawaii Family Leave Law, and the Hawaii Occupational Safety and Health Law (HIOSH), and the Hawaii Constitution. | |
| Idaho | Idaho Fair Employment Practices Act, including age and sexual harassment claims; Idaho Civil Rights Law; Idaho Human Rights Act; Idaho Equal Pay Law; Idaho Minimum Wage Law; and Idaho Wage Payment Law. | |
| Illinois | Illinois Human Rights Act, including age and sexual harassment claims, Illinois Equal Pay Act of 2003, Illinois Equal Wage Act, Illinois Wages for Women and Minors Act, Illinois Religious Freedom Restoration Act, Illinois Equal Pay Act, Illinois Whistleblower Act, Illinois Family Military Leave Act, Illinois Nursing Mothers in the Workplace Act, Illinois WARN Act, Illinois Right to Privacy in the Workplace Act, Illinois Union Employee Health and Benefits Protection Act, Illinois Employment Contract Act, Illinois Labor Dispute Act, Illinois Victims’ Economic Security and Safety Act, the Illinois Workplace Transparency Act, the Illinois Biometric Privacy Act, the Cook County Human Rights Ordinance, the Chicago Human Rights Ordinance, Illinois Minimum Wage Law, Illinois Wage Payment and Collection Act and the Illinois Constitution. | |
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| Indiana | Indiana Civil Rights Act, including age and sexual harassment claims, Indiana Age Discrimination Law, Indiana Employment Discrimination Against Disabled Persons Law, Indiana Equal Pay Law, Indiana laws related to Military Leave and Re-Employment Rights (Ind. Code Ann. § 10-16-7-1 et seq. & 10-17-4-1 et seq.), The Indiana Military Leave/Family Leave Act, the Indiana Blacklisting Statute, Indiana Off Duty Use of Tobacco by Employees Law, Indiana’s whistleblower protections for employees of private employer that is under public contract (Ind. Code Ann. § 22-5-3-3) (if applicable), Indiana Military Family Leave Act, Indiana Minimum Wage Law, Indiana Wage Payment and Wage Claims Act, Indiana Occupational Safety and Health Law, and Indiana Blacklisting Statute, the Indiana Wage Discrimination Law, and the Indiana False Claims and Whistleblower Protection Statute. | |
| Iowa | Iowa Civil Rights Act of 1965, including age and sexual harassment claims, the Iowa Military Leave/Re-Employment Rights statute, Iowa law related to Military Leave/Re-Employment Rights (Iowa Code § 29A.43), Iowa Minimum Wage Law, Iowa Wage Payment Collection Law, and Iowa WARN Act (aka Iowa Layoff Notification Law) and the Iowa False Claims Act. | |
| Kansas | Kansas Act Against Discrimination, including age and sexual harassment claims, Kansas Equal Pay Law, Kansas Age Discrimination in Employment Act, Kansas Discrimination Against Military Personnel Act, Kansas Discrimination Against Victims of Domestic Violence or Sexual Assault Act, Kansas’ whistleblower protection laws (including Kan. Stat. Ann. §§ 39-1403, 39-1432, 44-615 & 44-636), Kansas Minimum Wage and Maximum Hours Law, and Kansas WARN Act, and the Kansas wage payment statutes. | |
| Kentucky | Kentucky Civil Rights Act, including age and sexual harassment claims, Kentucky Equal Opportunities Act, Kentucky Wage Discrimination Because of Sex Law, Kentucky law regarding military leave and re-employment rights (Ky. Rev. Stat. Ann. § 38.238), Kentucky Equal Pay Act, Kentucky Adoption Leave Law/ Kentucky Leave of Absence to Adopt a Child Law, Kentucky Minimum Wage Law, Kentucky Occupational Safety and Health Law, and retaliation provision of Kentucky Workers’ Compensation Act (Ky. Rev. Stat. Ann. § 342.197). | |
| Louisiana | Louisiana Employment Discrimination Law, including age and sexual harassment claims, The Louisiana Whistleblower Protection Law, Louisiana’s whistleblower protection laws (including La. Stat. Ann. §§ 23:964, 23:967, 30:2027 & 40:2009.17), Louisiana Family and Medical Leave Laws, Louisiana Payment of Employees law, retaliation provision of Louisiana Workers’ Compensation Act, and Louisiana’s general tort provision (La. Civ. Code art. 2315), the Louisiana Maternity Leave Law, the Louisiana Wage Payment Law, the Louisiana Constitution, and the Civil Code of the State of Louisiana. | |
| Maine | Maine Human Rights Act, including age and sexual harassment claims, Maine Equal Pay Law, Maine Civil Rights Act, Maine Protection From Harassment Law, Maine Sexual Harassment Policies Law, Maine Whistleblowers’ Protection Act, Maine Family Medical Leave Act, Maine Family Sick Leave Law, Maine Labor and Industry Earned Paid Leave, Maine Wage Law, and Maine WARN Laws, and Maine Family Care Act. | |
| Maryland | Maryland’s anti-discrimination statute (Md. Code Ann., State Gov’t §§ 20-101 – 20-1203), Maryland Flexible Leave Act, Maryland Fair Employment Practices Act, including age and sexual harassment claims, Maryland Reasonable Accommodations for Disabilities Due to Pregnancy Act, Maryland Deployment of Family Members in the Armed Forces Act, Maryland Equal Pay For Equal Work Law, Maryland Medical Information Discrimination Law, Maryland Maternity Leave Law (Maryland Flexible Leave Act), Maryland Healthy Working Families Act, Maryland Wage Payment and Collection Law, Maryland Wage and Hour Law, Maryland WARN Laws, and Maryland Occupational Safety and Health Act. | |
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| Massachusetts | Massachusetts Law Prohibiting Unlawful Discrimination, Massachusetts Equal Pay Act, except for claims that cannot be waived related to inquiry or discussion of wages, Massachusetts Right to be Free from Sexual Harassment Law, Massachusetts Age Discrimination Law, Massachusetts Equal Rights Law, Massachusetts Equal Rights for the Elderly and Disabled Law, Massachusetts Civil Rights Act, Massachusetts False Claims Act, the Massachusetts Small Necessities Leave Act, Massachusetts Family and Medical Leave Laws and Small Necessities Act, Massachusetts Earned Sick Time, the Massachusetts Fair Employment Practices Act, the Massachusetts False Claims Act, the Massachusetts Labor and Industries Act (Massachusetts right of privacy law), the Massachusetts Maternity Leave Act, the Massachusetts Earned Sick Time, and the Massachusetts labor and industry privacy law. By signing this agreement, you are acknowledging that this waiver includes any future claims against the Company under Mass. Gen. Laws ch. 149, § 148- the Massachusetts Wage Act. These claims include, but are not limited to, failure to pay earned wages, failure to pay overtime, failure to pay earned commissions, failure to timely pay wages, failure to pay accrued vacation or holiday pay, failure to furnish appropriate pay stubs, claims for improper wage deductions, and claims for failing to provide proper check-cashing facilities. | |
| Michigan | Elliott-Larsen Civil Rights Act, including age and sexual harassment claims, Michigan Persons With Disabilities Civil Rights Act, Michigan Equal Pay Law, Michigan Whistleblower’s Protection Act, Michigan Paid Medical Leave Act, Michigan Minimum Wage Law of 1964, Michigan Payment of Wages and Fringe Benefits Law, Sales Representatives Commission Act, if applicable, Michigan WARN Laws, Bullard-Plawecki Employee Right to Know Act, Social Security Number Privacy Act,; Internet Privacy Protection Act, Michigan Occupational Safety and Health Act, and the Michigan Internet Privacy Protection Act. | |
| Minnesota | Minnesota Human Rights Act, including sexual harassment claims, Minnesota Equal Pay for Equal Work Law, Minnesota Age Discrimination Statute, Minnesota Nonwork Activities Law, Minnesota Whistleblower Protection Law, Minnesota Parenting Leave Act, Minnesota Wage Law, Minnesota WARN Laws, Minnesota Personnel Record Access Laws, Retaliation provision of Minnesota Workers’ Compensation Act, the Minnesota health care worker whistleblower protection laws, and the Minnesota Family Leave Law.
Minneapolis, MN The Minnesota Human Rights Act, the Minnesota Equal Pay for Equal Work Law, the Minnesota Age Discrimination Statute, the Minnesota Termination of Sales Representatives Act, the Minnesota Nonwork Activities Law, the Minnesota Whistleblower Law, the Minnesota Pregnancy and Parental Leave Law, Minnesota WARN Laws, the Minnesota Personnel Record Review and Access Act, the retaliation provision of Minnesota Workers’ Compensation Act, and the Minnesota Constitution, all as amended.
Notwithstanding any conflicting terms of the Agreement (if applicable), if Employee was employed by the Company in Minnesota, then with respect to claims under the Minnesota Human Rights Act, Employee is provided fifteen calendar days after signing this Agreement to revoke it. To be effective, this revocation must be in writing and either (a) hand-delivered to the Company within fifteen calendar days of signing; or (b) sent by certified mail, return receipt requested, to the Company with a postmark within fifteen calendar days of signing. If this Agreement is revoked, Employee will not be entitled to the severance pay and benefits described by the Agreement. | |
| Mississippi | Age and sexual harassment claims under Mississippi law, Mississippi Employment Protection Act, Military Leave/Re-Employment Rights statute, Mississippi Wage Law. | |
| Missouri | The Missouri Fair Employment Practices Act, Missouri Human Rights Act, including age and sexual harassment claims, the Missouri Equal Pay for Women Act, Missouri Minimum Wage Law, Missouri Wage Payment Law, Missouri Service Letter statute. | |
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| Montana | Montana Human Rights Act, including age and sexual harassment claims, Montana Code, Montana Equal Pay Law, Wrongful Discharge from Employment Act, Montana Maternity Leave Act, Montana Wage Payment Law, Montana Minimum Wage and Overtime Compensation Act, Montana Limitation on Hours for Certain Employees, if applicable, Montana Blacklisting Statutes. Employee further agrees that Employee’s termination was for good cause as defined by Montana law (Mont. Code Ann. § 39-2-903). | |
| Nebraska | Nebraska Fair Employment Practices Act, including sexual harassment claims, Nebraska Age Discrimination in Employment Act, Nebraska Equal Pay Law, Nebraska laws against discrimination of military personnel, Nebraska AIDS Discrimination Act; Nebraska Genetic Information and Testing Law, Whistleblower—Private Employer, Nebraska Family Military Leave Act, Nebraska Wage and Hour Act and waivable claims under the Nebraska Wage Payment and Collection Act. | |
| Nevada | Nevada Fair Employment Practices Act, (codified in Nevada Revised Statutes Chapter 613.310, et. seq.)including age and sexual harassment claims, claims related to false pretenses, blacklisting, grafting, kickbacks or lie detectors under Nevada laws Sections 613.010, 613.210, 613.110, 613.120 and 613.440 – 613.510; Nevada Paid Leave, the Nevada Constitution, Nevada Occupational Safety and Health Act, Nevada Pregnant Workers’ Fairness Act, the Nevada Nursing Mother’s Accommodation Act, the Nevada wage laws (codified in Nevada Revised Statues Chapter 608, et. seq.). | |
| New Hampshire | New Hampshire Law Against Discrimination, including age and sexual harassment claims, New Hampshire Whistleblowers’ Protection Act, New Hampshire Minimum Wage Act, New Hampshire Unemployment Compensation Law, Prohibition Against Discrimination Law, New Hampshire’s Uniform Trade Secrets Act, New Hampshire Safety and Health of Employees Law, Non-Compete and Non-Piracy Agreements section of the New Hampshire Protective Legislation Law, except as prohibited by law, the New Hampshire Dog and Horse Racing law, if applicable. | |
| New Jersey | New Jersey Law Against Discrimination, including age and sexual harassment claims, New Jersey Equal Pay Act, New Jersey Civil Rights Law, New Jersey Security and Financial Empowerment Act; New Jersey Conscientious Employee Protection Act, New Jersey Family Leave Act, New Jersey Earned Sick Leave, New Jersey Wage and Hour Law, New Jersey WARN Laws: the New Jersey Millville Dallas Airmotive Plant Job Loss Notification Act (a/k/a the New Jersey WARN Act), Retaliation provisions of New Jersey Workers’ Compensation Law, New Jersey Discrimination in Wages Law, New Jersey Temporary Disability Benefits and Family Leave Insurance Law, New Jersey Domestic Partnership Act, the New Jersey Wage Payment Law, the New Jersey Wage Theft Law, the New Jersey Occupational Safety and Health Law, the New Jersey False Claims Act, the New Jersey Smokers’ Rights Law, the New Jersey Genetic Privacy Act, the New Jersey Fair Credit Reporting Act, the New Jersey Emergency Responder Leave Law, the New Jersey Compassionate Use Medical Cannabis Act, and the New Jersey Secure Choice Savings Program.
Nothing in the Agreement should be construed as having the purpose or effect of concealing details relating to a claim of discrimination, retaliation, or harassment. Although the parties may have agreed to keep the underlying facts and the resolution of the claim confidential, such a provision in an agreement is unenforceable against the Company if Employee publicly reveals sufficient details of the claim so that the Company is reasonably identifiable. | |
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| New Mexico | New Mexico Human Rights Act, including age and sexual harassment claims, New Mexico Reemployment of Persons in Armed Forces Act, New Mexico Fraud Against Taxpayers Act, New Mexico Promoting Financial Independence of Domestic Violence Victims Act, New Mexico Employee Privacy Act, the New Mexico Caregiver Leave Act, and the New Mexico Criminal Offender Employment Act. | |
| New York | New York State Human Rights Law, including age and sexual harassment claims, New York Equal Pay Law, New York State Civil Rights Law, New York Off-duty Conduct Lawful Activities Discrimination Law, New York State Labor Relations Act, the New York State Corrections Law (including Article 23-A), New York Whistleblower Statute, New York Paid Family Leave Law, New York Sick Leave Law, New York Minimum Wage Act, New York Wage and Hour Law, New York Wage Hour and Wage Payment Law, New York State Worker Adjustment and Retraining Notification Act (New York WARN Laws), retaliation provisions of New York Workers’ Compensation Law, and the New York State Executive Law (including its Human Rights Law and all amendments thereto), the New York City Administrative Code (including its Human Rights Law and all amendments thereto), the New York Equal Rights Law, the New York State Employment Relations Act, the New York Labor Law (including any applicable regulations and/or wage orders), the New York State Paid Sick Leave Law, the New York City Earned Sick Time Act, the New York City Fair Workweek Law, the New York State False Claims Act, the New York State Rights of Persons with Disabilities Law, the New York State Nondiscrimination Against Genetic Disorders Law, the New York State Smokers’ Rights Law, the New York AIDS Testing Confidentiality Act, the New York Genetic Testing Confidentiality Law, the New York Discrimination by Employment Agencies Law, the New York Bone Marrow Leave Law, the New York Adoptive Parents Child Care Leave Law, the New York State Constitution, the New York City Charter. | |
| North Carolina | North Carolina Equal Employment Practices Act, including age and sexual harassment claims, North Carolina Persons with Disabilities Protection Act, North Carolina Civil Rights Law, North Carolina Lawful Products Use Law, North Carolina Hemoglobin/Genetic Information Anti-Discrimination Law, North Carolina Retaliatory Employment Discrimination Act, North Carolina Leave for Parent Involvement in Schools Law. | |
| North Dakota | North Dakota Human Rights Act, including sexual harassment claims, North Dakota Equal Pay Law, North Dakota Age Discrimination Law, North Dakota Whistleblower Law, North Dakota Wage and Hour Law, North Dakota Wage Collection Law. | |
| Ohio | Ohio Civil Rights Act, including age and sexual harassment claims, the Ohio Equal Pay Act, Ohio Whistleblowers’ Protection Statute, Ohio Pregnancy Discrimination/Maternity Leave Act, Ohio Wage Payment Law, Ohio Minimum Fair Wage Standards Act, Ohio Miscellaneous Labor Provisions, Ohio Workers’ Compensation Retaliation Law, and the Ohio Constitution. | |
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| Oklahoma | Oklahoma Anti-Discrimination Act, including age and sexual harassment claims, Oklahoma Discriminatory Wages Law, Oklahoma Genetic Nondiscrimination in Employment Act, Oklahoma’s general Anti-Retaliation Law, Oklahoma Law Governing Wages and Working Conditions, Oklahoma Minimum Wage Act, the Retaliation and Discrimination provision of the Oklahoma Administrative Workers’ Compensation Act, Standards for Workplace Drug and Alcohol Testing Act, and Oklahoma’s Whistleblower Protection Act.
Employee further acknowledges that this waiver is not a restraint as contemplated by Okla. Stat. Ann. tit. 40, § 199(B)(2). | |
| Oregon | Oregon Anti-Discrimination Law, including age and sexual harassment claims; Oregon Fair Employment Practices Act; Oregon Equal Pay Law; Oregon Unlawful Discrimination Against Persons with Disabilities Law; Oregon Genetic Screening Law; Oregon Unlawful Discrimination Against Injured Workers Law; Oregon Unlawful Discrimination for Service in Uniformed Service Law; Oregon Leave of Absence for State Service Law; Oregon Military Family Leave Act, Oregon Sick Leave, Oregon Whistleblower Law; Oregon Initiating or Aiding Administrative, Criminal, or Civil Proceeding Law; Oregon Family Leave Act; Oregon Hours of Labor and Wage Payment Law; Oregon Minimum Wage Law; Oregon WARN Act, The Oregon Workplace Fairness Law, the Oregon Equality Act, the Oregon Genetic Privacy Laws, and the Oregon Constitution. | |
| Pennsylvania | Pennsylvania Human Relations Act, including age and sexual harassment claims; Pennsylvania Equal Pay Law; Pennsylvania Whistleblower Law, if applicable; the Pennsylvania Pregnancy, Childbirth and Childrearing Law; if applicable, the Pennsylvania Wage Payment Collection Act, the Pennsylvania Pregnancy Guidelines of the Pennsylvania Human Relations Commission, Pennsylvania Minimum Wage Law, except as prohibited by law, the Pennsylvania Medical Marijuana Act, the Philadelphia Fair Workweek employment Standards Ordinance, the Philadelphia Fair Practices Ordinance. | |
| Rhode Island | Rhode Island Fair Employment Practices Act, including age and sexual harassment claims, Rhode Island Civil Rights Act, Rhode Island Equal Pay Law, Rhode Island Civil Rights of People with Disabilities Act, Rhode Island Discrimination Based on Genetic Testing Law, Rhode Island AIDS Discrimination Law, Employment Discrimination provision of Rhode Island Victim’s Bill of Rights, Rhode Island Military Family Relief Act and acknowledge that this waiver is not a restraint as contemplated by 30 R.I. Gen. Laws Ann. § 30-33-5(a), Rhode Island Whistleblowers’ Protection Act, the Rhode Island Parental and Family Medical Leave Act and acknowledge that this waiver is not a restraint as contemplated by 28 R.I. Gen. Laws Ann. § 28-48-5, Rhode Island Minimum Wage Act, Rhode Island Wage Payment Law, Rhode Island Hazardous Substances Right-to-Know Act. | |
| South Carolina | South Carolina Human Affairs Law, including age and sexual harassment claims, South Carolina Bill of Rights for Handicapped Persons Law, South Carolina Military Reemployment Rights Law, South Carolina’s Unlawful Discrimination Against Union Members Law, Violations of Section 53-1-110 of the South Carolina Code, South Carolina Whistleblower Law, Retaliation provision of South Carolina Workers’ Compensation Law, Wrongful Termination Provision of the South Carolina Consumer Protection Code, South Carolina’s Unlawful Termination of an Employee Replaced by an Authorized Alien Law, South Carolina’s Wrongful Demotion or Termination of an Employee for Complying with a Subpoena or Serving on a Jury Law, South Carolina’s Personnel Action Based on Use of Tobacco Products Outside of Workplace Prohibited Law. | |
| South Dakota | South Dakota Human Relations Act of 1972, including age and sexual harassment claims, as amended; South Dakota Equal Pay Law; the Genetic Information Bias Law; the South Dakota Wage Retaliation Law; South Dakota Minimum Wage Law. | |
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| Tennessee | Tennessee Human Rights Act, including age and sexual harassment claims, as amended; Tennessee Equal Pay Law; Tennessee Disability Act; Tennessee Leave for Adoption, Pregnancy, Childbirth and Infant Nursing Law; the Tennessee Wage Law, Tennessee Wage Regulations for employees who received tips; Tennessee Wage Protection Act; Tennessee WARN Act; Tennessee Occupational Safety and Health Act, The Tennessee Fair Employment Practices Law, as amended, the Tennessee Equal Pay Law, the Tennessee Public Protection Act, the Tennessee Family Leave Act, and the Tennessee Human Rights Act. | |
| Texas | The Texas Labor Code (specifically including the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, including age and sexual harassment claims; Texas Disability Discrimination Law, as amended; Texas Payday Law; Texas Equal Pay Law; Texas Minimum Wage Act, the Texas Whistleblower Act, Chapter 121 of the Texas Human Resource Code, the Texas Health & Safety Code, the Texas Deceptive Trade Practices Act). | |
| Utah | Utah Anti-Discrimination Act, including age and sexual harassment claims, as amended; Genetic Testing Privacy Act; Utah Minimum Wage Act; Utah Occupational Safety and Health Act; Employment Relations and Collective Bargaining Act; Utah Right to Work Law; Utah Drug and Alcohol Testing Act; Utah Protection of Activities in Private Vehicles Act; the Employment Selection Procedures Act; Utah’s Local Government Entity/Drug-Free Workplace Policies Act, the Utah Labor Relations Act, and the Utah Constitution. | |
| Vermont | Vermont Fair Employment Practices Act, including age and sexual harassment claims; Vermont Genetic Testing Discrimination Law; Vermont Whistleblower Laws related to fair employment, occupational safety and patient health care; Vermont Parental and Family Leave Act; Vermont Earned Sick Time; Vermont Occupational Safety and Health Act; Vermont Minimum Wage Law; and Vermont Wage Law. | |
| Virginia | Virginia Human Rights Act, including age and sexual harassment claims, Virginians with Disabilities Act, Virginia Equal Pay Act, Virginia Genetic Testing Law, Virginia Right-to-Work Law, Virginia Equal Pay Law, Virginia Occupational Safety and Health Act, Virginia Fraud Against Taxpayers Act, the Virginia Minimum Wage Act, except as prohibited by law, the Virginia Payment of Wage Law, except as prohibited by law, and, as applicable, the Fairfax Human Rights Ordinance, Code of Fairfax County §§ 11-1-1 et seq., the Human Rights Code of the City of Alexandria, Alexandria City Code § 12-4-1, the Arlington Human Rights Ordinance, Arlington County Code §§ 31-1 et seq. | |
| Washington | Washington State Law Against Discrimination; the Washington Equal Pay and Opportunities Act, Washington Equal Pay Law, as amended; Washington Sex Discrimination Law, including sexual harassment claims; Washington Age Discrimination Law; Washington Genetic Testing Protection Law; Washington Whistleblower Protection Laws with regard to human rights claims, violations of occupational safety and health laws, wage claims and insurance claims; Washington Family Care Act; Washington Family Leave Act; Washington Employer Notification and Reporting to Employees; Washington Minimum Wage Act; Washington Wage, Hour, and Working Conditions Law; Washington Wage Payment Law; Washington Industrial Welfare Act, the Washington Paid Sick Leave Act, the Washington Minimum Wage Requirements and Labor Standards Act, Title 49 of the Revised Code of Washington,, the Washington Fair Chance Act, the Washington Constitution. | |
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| West Virginia | West Virginia Human Rights Act, including age and sexual harassment claims, West Virginia Equal Pay Act, West Virginia’s prohibition against discrimination for use of tobacco products, West Virginia’s prohibition against discrimination for jury duty summons, West Virginia Parental Leave Act, West Virginia Minimum Wage Law, Retaliation provisions of West Virginia Workers’ Compensation Act, Retaliation provision of Consumer Credit and Protection Act.
In signing this Agreement, Employee acknowledges that Employee was given at least 21 days in which to consider the Agreement, and had a 7-day revocation period under Section 77-6—1.1 – 77-6-8.1 of West Virginia’s Human Rights Commission Bias Rules. | |
| Wisconsin | Wisconsin Fair Employment Act, including age and sexual harassment claims, as amended; Wisconsin AIDS Testing Discrimination Law; Wisconsin Personnel Records Statute; Wisconsin Family and Medical Leave Act; Wisconsin Minimum Wage Law; Wisconsin Wage Payments, Claims and Collections Law; Wisconsin WARN Act; Wisconsin Cessation of Health Care Benefits Law; Wisconsin Employment Peace Act. | |
| Wyoming | Wyoming Fair Employment Practices Act, including age and sexual harassment claims; Wyoming Equal Pay Law; Wyoming Whistleblower Act; and Wyoming Minimum Wage Law; Wyoming Occupational Health and Safety Act. | |
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Exhibit B
Restrictive Covenants Agreement
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Exhibit 10.2
RADIAN GROUP INC.
RESTRICTIVE COVENANTS AGREEMENT
| Your Information: | ||
| Name: | Michael Weinbach | |
| Address: | [_______________] | |
| Date: | May 21, 2026 | |
| Company: | Radian Group Inc., its affiliates, and their respective successors or assigns (collectively, the “Company”) | |
| Address: | Radian Group Inc. | |
| 550 East Swedesford Road, Suite 350 | ||
| Wayne, PA 19087 | ||
In consideration of your employment with the Company, the compensation the Company has agreed to pay you, and your access to Confidential Information and Trade Secrets (as such term is defined below), the receipt and sufficiency of which you acknowledge, you agree to this Restrictive Covenants Agreement (this “Agreement”), as follows:
1. Restrictive Covenants.
(a) You acknowledge and agree that, during and after your employment with the Company, you will be subject to, and will comply with, the applicable confidentiality and other terms specified in the Company’s Code of Conduct and Ethics, including terms applicable to former employees, and the Company’s employment policies. Copies of the Code of Conduct and Ethics and employment policies have been provided to you and can be accessed on the Company’s intranet. The Code of Conduct and Ethics, including any future revisions to the Code of Conduct and Ethics, and the Company’s employment policies are incorporated into and made a part of this Agreement as if fully set forth herein.
(b) You acknowledge that your relationship with the Company is one of confidence and trust such that you are, and may in the future be, privy to and/or you will develop Confidential Information and Trade Secrets of the Company. Subject to the provisions of subsection (k), you agree that, at all times during your employment and after your employment with the Company terminates for any reason, whether by you or by the Company, you will hold in strictest confidence and will not disclose, use, or publish any Confidential Information and Trade Secrets, except as and only to the extent such disclosure, use, or publication is required during your employment with the Company for you to fulfill your job duties and responsibilities to the Company. At all times during your employment and after your termination of employment, you agree that you shall take all reasonable precautions to prevent the inadvertent or accidental disclosure of Confidential Information and Trade Secrets. You hereby assign to the
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Company any rights you may have or acquire in Confidential Information and Trade Secrets, whether developed by you or others, and you acknowledge and agree that all Confidential Information and Trade Secrets shall be the sole property of the Company and its assigns. For purposes of this Agreement, “Confidential Information and Trade Secrets” shall mean information that the Company owns or possesses, that the Company has developed at significant expense and effort, that the Company uses or that is potentially useful in the business of the Company, that the Company treats as proprietary, private, or confidential, and that is not generally known to the public.
(c) You acknowledge that any and all Inventions that are conceived, created, developed, designed, or reduced to practice by you, alone or with others, during the course and/or within the scope of employment with the Company, whether before or after the date of this Agreement, belong to the Company (“Company Invention(s)”). You hereby irrevocably assign to the Company, without further consideration, all right, title, and interest that you may presently have or acquire (throughout the United States and in all foreign countries), free and clear of all liens and encumbrances, in and to each Company Invention and each such Company Invention shall be the sole property of the Company, whether or not patentable, copyrightable, or otherwise legally protectable. “Inventions” as used herein shall mean all intellectual property, ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents, copyrights, moral rights (including but not limited to rights to attribution or integrity), and all improvements, rights, and claims related to the foregoing.
(d) You acknowledge and agree that, in your role with the Company, you will provide services at the highest executive level of the Company, will develop and maintain material relationships with customers, strategic partners, and senior employees and will receive access to the Company’s most sensitive Trade Secrets and Confidential Information. You further acknowledge that the restrictions set forth below are reasonable and necessary to protect the Company’s legitimate business interests. Accordingly, during your employment with the Company, and for the 18-month period immediately following your termination of employment for any reason (the “Restricted Period”), you will not, engage (directly or indirectly) in any employment or business activity or provide services to any business within the United States, Bermuda, the United Kingdom, and any other countries in which the Company conducts its business that provides products or services that, during your employment, the Company provided, marketed, sold, or developed or was actively engaged in developing; provided however, the foregoing restriction shall only apply to such service or product for which you have had access to Confidential Information and Trade Secrets or otherwise have had active involvement. You further agree that, given the nature of the business of the Company and your position with the Company, an international geographic scope is appropriate and reasonable.
(e) You acknowledge and agree that, during the term of your employment by the Company and during the Restricted Period, you shall not, directly or indirectly through others, (i) hire or attempt to hire any employee of the Company, (ii) solicit or attempt to solicit any employee of the Company to become an employee, consultant, or independent contractor to, for, or of any other person or business entity, or (iii) solicit or attempt to solicit any employee, or any consultant or independent contractor of the Company to change or terminate his or her relationship with the Company, unless in each case more than six months shall have elapsed
between the last day of such person’s employment or service with the Company and the first date of such solicitation or hiring or attempt to solicit or hire. If any employee, consultant, or independent contractor is hired or solicited by any entity that has hired or agreed to hire you, such hiring or solicitation shall be conclusively presumed to be a violation of this Agreement; provided, however, that any hiring or solicitation pursuant to a general solicitation conducted by an entity that has hired or agreed to hire you, or by a headhunter employed by such entity, which does not involve you, shall not be a violation of this subsection (e).
(f) You covenant and agree that, during the term of your employment by the Company and during the Restricted Period, you shall not, either directly or indirectly through others:
| 1) | solicit, divert, appropriate, or do business with, or attempt to solicit, divert, appropriate, or do business with, any customer for whom the Company provided goods or services within 12 months prior to your date of termination or any actively sought prospective customer of the Company for the purpose of providing such customer or actively sought prospective customer with services or products competitive with those offered by the Company during your employment with the Company; or |
| 2) | encourage any customer for whom the Company provided goods or services within 12 months prior to your date of termination to reduce the level or amount of business such customer conducts with the Company. |
(g) You acknowledge and agree that, during and after your employment with the Company, you will not make any false, defamatory or disparaging statements about the Company, or the officers, managers, or directors of the Company. The Company agrees and covenants that within two business days following your termination of employment for any reason, the Chair of the Board of Directors of the Company (“Board”) will instruct the then-current senior executive officers of the Company and the members of the Board to refrain from making any false, defamatory, or disparaging statements about you.
(h) You acknowledge and agree that the business of the Company is highly competitive, that the Confidential Information and Trade Secrets have been developed by the Company at significant expense and effort, and that the restrictions contained in this Section 1 are reasonable and necessary to protect the legitimate business interests of the Company.
(i) The parties to this Agreement acknowledge and agree that any breach by you of any of the covenants or agreements contained in this Section 1 will result in irreparable injury to the Company, for which money damages could not adequately compensate the Company. Therefore, the Company shall have the right (in addition to any other rights and remedies which it may have at law or in equity) to seek to enforce this Section 1 and any of its provisions by injunction, specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach, or threatened breach, of the restrictive covenants set forth in this Section 1. You agree that in any action in which the Company seeks injunction, specific performance, or other equitable relief, you will not assert or contend that any of the provisions of this Section 1 are unreasonable or
otherwise unenforceable. You irrevocably and unconditionally (i) agree that any legal proceeding arising out of this Agreement shall be brought only in the United States District Court for the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in New Castle County, Delaware, (ii) consent to the sole and exclusive jurisdiction and venue of such court in any such proceeding, and (iii) waive any objection to the laying of venue of any such proceeding in any such court. You also irrevocably and unconditionally consent to the service of any process, pleadings, notices, or other papers.
(j) If any portion of the covenants or agreements contained in this Section 1, or the application thereof, is construed to be invalid or unenforceable, the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Section 1 is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. The covenants and agreements contained in this Section 1 shall survive the termination of your employment with the Company.
(k) Nothing in this Agreement, including any restrictions on the use of Confidential Information and Trade Secrets, shall prohibit or restrict you from initiating communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory organization or a government agency or entity, including the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Nor does this Agreement require you to obtain prior authorization from the Company before engaging in any conduct described in this subsection (k), or to notify the Company that you have engaged in any such conduct. To the extent permitted by law and except as provided above in this subsection (k), upon receipt of any subpoena, court order, or other legal process compelling the disclosure of Confidential Information and Trade Secrets, you agree to give prompt written notice to the Company so as to permit the Company to protect its interests in confidentiality to the fullest extent possible. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
(l) Nothing in this Agreement shall be deemed to constitute the grant of any license or other right to you in respect of any Confidential Information and Trade Secrets or other data, tangible property, or intellectual property of the Company.
(m) Notwithstanding the foregoing, should you violate any of the restrictive covenants of this Agreement, then the period of your breach of such covenant (“Violation Period”) shall stop the running of the corresponding Restricted Period. Once you resume compliance with the restrictive covenant, the Restricted Period applicable to such covenant shall be extended for a period equal to the Violation Period so that the Company enjoys the full benefit of your compliance with the restrictive covenant for the duration of the corresponding Restricted Period.
2. Notification. You shall notify, and the Company has the right to notify, any person employing you as to the existence and provisions of this Agreement.
3. Duration; Nature. This Agreement is binding during your employment and shall survive any termination of your employment. This Agreement does not bind the Company or you to employment for any specific period of time. Nothing in this Agreement shall be construed in any way to alter, amend, terminate, supersede, undermine, or otherwise modify the rights or obligations of you or the Company under your Employment Agreement.
4. No Conflicts. You are not a party to any existing agreement or employment with an entity that would prevent you from entering into and performing this Agreement in accordance with its terms, including, without limitation, any agreement subjecting you to a non-competition, non-solicitation, or confidentiality covenant, except as identified in Attachment A hereto; and you will not enter into any other agreement that is in conflict with your obligations under this Agreement.
5. Compliance with Law. You acknowledge that the activities of the Company are subject to compliance with applicable laws and regulations. You agree to comply with all applicable laws.
6. Amendment. No modification to any provision of this Agreement will be binding unless it is in writing and signed by both you and an authorized representative of the Company. No waiver of any rights under this Agreement will be effective unless in writing signed by the Company.
7. Assignment. You recognize and agree that your obligations under this Agreement are of a personal nature and are not assignable or delegable in whole or in part by you. The Company may assign this Agreement to any affiliate or to any successor-in-interest (whether by sale of assets, sale of stock, merger, or other business combination). All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors, and permitted assigns of you and the Company.
8. Governing Law. The validity, construction, interpretation, and effect of this Agreement shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.
I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS THAT IT IMPOSES UPON ME WITHOUT RESERVATION. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY AND INTENDING TO BE LEGALLY BOUND.
| Dated: May 21, 2026 | /s/ Michael Weinbach | |||||
Name: Michael Weinbach |
Agreed and Acknowledged
RADIAN GROUP INC.
| By: | /s/ Mary Dickerson | |
| Name: Mary Dickerson | ||
| Title: Senior Executive Vice President, Chief People and Operating Officer |
Exhibit10.2
ATTACHMENT A
Set forth below (and attached) are any prior agreements to which I am a party that may interfere with full compliance with this Agreement, and any prior agreements subjecting me to a non-competition, non-solicitation, or confidentiality covenant (if none, write “NONE”):
NONE
| Dated: May 21, 2026 | /s/ Michael Weinbach | |||||
Name: Michael Weinbach |
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Exhibit 10.3
RADIAN GROUP INC.
2026 INDUCEMENT GRANT EQUITY PLAN
The purpose of this Radian Group Inc. 2026 Inducement Grant Equity Plan, as may be amended from time to time (the “Plan”), is to assist Radian Group Inc., a Delaware corporation (“Radian,” together with its Subsidiaries, the “Company”), in attracting and retaining selected new employees by providing an inducement to employment with the Company, and to achieve long-term objectives that will benefit stockholders of the Company through the additional incentives inherent in the Grants hereunder. All Grants under the Plan are intended to qualify as employment inducement grants as described in New York Stock Exchange Listed Company Manual Section 303A.08, or any successor provision.
| 1. | Definitions |
Capitalized terms used in the Plan shall have the definitions specified or otherwise referenced in Section 18 below, unless the context otherwise requires.
| 2. | Grants under the Plan |
(a) Types of Grants. Restricted Stock Units (as defined in Section 6 below) may be granted under the Plan. Each award of an incentive under the Plan is referred to herein as a “Grant.”
(b) Terms and Conditions of Grants. All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions of any nature as the Committee deems appropriate and specifies in writing to the Grantee in order to evidence the Grant (including all amendments thereto, the “Grant Letter”), as long as they are not inconsistent with the Plan. Grants need not be uniform as among the Grantees.
| 3. | Shares subject to the Plan |
(a) Maximum Number of Shares. Subject to adjustment as provided in Section 3(c) below, the maximum aggregate number of shares of Radian’s common stock, par value $0.001 (“Common Stock”), that may be issued under the Plan is 500,000 shares of Common Stock. The aggregate number of shares reserved for issuance under this Plan as of the Effective Date is referred to as the “Plan Reserve.”
(b) Shares Restored to the Plan Reserve. The shares issued under the Plan may be authorized but unissued shares or reacquired shares. If and to the extent that any Restricted Stock Units granted under the Plan are forfeited or otherwise terminate or are cancelled without being vested or settled in full, the shares subject to such Grants shall be restored to the Plan Reserve on a one-for-one basis and shall again be available for Grants under the Plan. With respect to stock-based Grants that are settled solely in cash (and not Common Stock), the Common Stock on which the Grants are based shall not count against the Plan Reserve. For the avoidance of doubt, shares tendered or withheld to pay withholding taxes related to a Grant shall not again be made available for subsequent Grants under the Plan.
(c) Adjustment upon Changes in Capitalization. If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, combination of shares, or exchange of shares, or if the value of outstanding shares of Common Stock is substantially reduced as a result of a spinoff or Radian’s payment of an extraordinary dividend or distribution, or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all outstanding Grants under the Plan, the Committee shall preserve the value of the outstanding Grants by adjusting the maximum number and class of shares issuable under the Plan to reflect the effect of such event or change in Radian’s capital structure, and by making appropriate adjustments to the number and class of shares, any Performance Goals, and other terms, as applicable. Any fractional shares resulting from such adjustments shall be eliminated by rounding any portion of a share equal to .500 or greater up, and any portion of a share equal to less than .500 down, in each case to the nearest whole number.
| 4. | Administration |
(a) Composition of Committee. The Plan shall be administered and interpreted by the Compensation and Human Capital Management Committee of the Board or such other committee of the Board as may be appointed from time to time by the Board (the “Committee”); provided, however, that grant decisions made hereunder shall be made (i) by at least two members of the Committee and (ii) each member of the Committee shall be (1) a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and (2) an “independent director” under the rules and regulations of the New York Stock Exchange or such other securities exchange on which the Common Stock is then listed. Subject to the requirements above in Sections 4(a)(ii)(1) and (2), a majority of the independent directors of Radian, in their sole discretion, may exercise any or all authority of the Committee under the Plan in lieu of the Committee, and in such instances references herein to the Committee shall be deemed to refer to such directors.
(b) Powers of the Committee. Subject to the express provisions and limitations set forth in this Plan, the Committee shall have the sole authority to determine: (i) who from among the Eligible Participants will receive Grants under the Plan; (ii) the type, size, and terms of each Grant under the Plan; (iii) the time when each Grant will be made and the duration and terms of any vesting or restriction periods, including whether terms of any vesting or restriction periods will be based upon the achievement of specific Performance Goals; (iv) any restrictions on resale applicable to the shares to be issued or transferred pursuant to the Grant; (v) whether any Grant shall be subject to any non-competition, non-solicitation, confidentiality, clawback, or other covenants or conditions; and (vi) any other matters arising under the Plan. Subject to the requirements in Section 4(a), the actions of a majority of the members of the Committee at a meeting at which a quorum is present, or actions unanimously approved in writing by all members of the Committee, shall constitute actions of the Committee for purposes of the Plan. The Committee shall have full power and discretionary authority to administer and interpret the Plan and to adopt or amend such rules, procedures, agreements and instruments as it may deem appropriate for the proper administration of the Plan, including to comply with New York Stock Exchange Listed Company Manual Section 303A.08, or any successor provision.
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The Committee’s interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any Grants under the Plan. No person acting under this Section 4 shall be held liable for any action or determination made with respect to the Plan or any Grant under the Plan, except for the willful misconduct or gross negligence of such person. All Grants shall be made conditional upon the Eligible Participant’s acknowledgment, by acceptance of the Grant (whether electronic or otherwise), that all decisions and determinations of the Committee shall be final and binding on the Eligible Participant, the Eligible Participant’s beneficiaries and any other person having or claiming an interest under such Grant.
| 5. | Eligibility for Participation |
(a) Eligibility. All newly-hired employees of the Company shall be eligible to participate in the Plan, as determined in accordance with New York Stock Exchange Listed Company Manual Section 303A.08, or any successor provision (referred to individually as an “Eligible Participant” and collectively as “Eligible Participants”) and may be selected by the Committee to receive a Grant hereunder. Those Eligible Participants who are selected by the Committee to receive Grants under the Plan are referred to individually as a “Grantee” and collectively as the “Grantees.”
(b) Continued Service. A leave of absence by the Grantee, if in accordance with Company policy or otherwise approved by the Company, shall not be deemed a termination or interruption of the continuous service of the Grantee for purposes of the Plan. For purposes of this Plan, unless provided otherwise by the Committee in the Grant Letter, a Grantee’s employment or service will not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a change in the Company entity for which the Grantee renders such service, provided that there is no interruption or termination of the Grantee’s continuous employment or service to the Company.
| 6. | Restricted Stock Units |
The Committee may grant to an Eligible Participant the right to receive shares of Common Stock, or, if so designated in the Grant Letter, cash equal to the Fair Market Value of shares of Common Stock, upon the lapsing of such restrictions as the Committee shall determine (“Restricted Stock Units”).
(a) General Requirements. All conditions and restrictions imposed under each Grant of Restricted Stock Units, including (as applicable) the employment or service period and the performance period, during which the Restricted Stock Units will remain subject to such restrictions, if any, shall be set forth in the Grant Letter and designated therein as the “Restriction Period.” Any restrictions imposed under any Restricted Stock Units shall lapse on such date or dates as the Committee may specify, and may be based upon the achievement of specific Performance Goals, as determined by the Committee. On the grant date, Radian shall credit to a bookkeeping account established on its records the specified number of Restricted Stock Units awarded to the Grantee (without the creation of any trust or segregated account).
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(b) Number of Shares and Form of Payment. The Committee, in its sole discretion, shall determine the number of Restricted Stock Units to be granted. Payments with respect to Restricted Stock Units may be made in cash, in Common Stock, or in a combination of the two, as determined by the Committee and specified in the Grant Letter.
(c) Requirement of Employment or Service Relationship with the Company. Except as otherwise specified in the Grant Letter, if the Grantee’s employment or service relationship with the Company terminates during the period designated in the Grant Letter as the Restriction Period, Restricted Stock Units shall terminate as to all shares covered by the Grant for which the restrictions have not lapsed. The lapse of the restrictions on Restricted Stock Units may accelerate as determined by the Committee and specified in the Grant Letter, including in the event of the Grantee’s retirement, disability, other termination of employment, or death, or upon a Change of Control.
(d) Issuance of Stock Certificates. The Grantee shall not be entitled to the delivery of any stock certificate or certificates representing unrestricted shares subject to Restricted Stock Units until any and all restrictions on such Grant and shares shall have lapsed.
(e) No Stockholder Rights; Dividend Equivalents. During the Restriction Period, the Grantee shall not have any of the rights of a stockholder with respect to the shares subject to Restricted Stock Units, including voting or dividend rights, and shall be an unsecured creditor of Radian. The Committee may provide in the Grant Letter that the Grantee shall be entitled to dividend equivalent rights with respect to Restricted Stock Units as and when dividends are payable on Common Stock. Any such dividend equivalents shall be credited to the Grantee’s bookkeeping account on the dividend payment date and shall be accrued as a cash obligation or additional Restricted Stock Units, as determined by the Committee. The restrictions with respect to any dividend equivalents underlying Restricted Stock Units shall lapse at the same time as the restrictions on the underlying Restricted Stock Units lapse, and, except as provided otherwise in the Grant Letter, the vested dividend equivalents shall become payable at the same time as the underlying Restricted Stock Units are payable (unless the dividend equivalents are deferred pursuant to Section 409A of the Code). Unless otherwise specified in the Grant Letter, deferred dividend equivalents will not accrue interest.
(f) Settlement. With respect to Restricted Stock Units that are to be settled in shares of Common Stock, at the date specified in the Grant Letter, Radian shall cause the applicable number of shares of Common Stock to be issued in the name of, and delivered to, the Grantee by book entry into a brokerage or other account designated by Radian for such purpose, whereupon the Grantee shall have all of the rights of a stockholder with respect to such shares. Fractional shares will be paid in cash. Settlement of Restricted Stock Units that are payable in cash shall be made during a period specified in the Grant Letter.
| 7. | Transferability of Grants |
Only a Grantee (or a Grantee’s authorized legal representative) may exercise rights under a Grant except as otherwise stated herein. No Grantee may transfer those rights except by will or by the laws of descent and distribution. Upon the death of a Grantee, the legal representative or other person entitled to succeed to the rights of the Grantee (“Successor Grantee”) may exercise such rights. A Successor Grantee shall furnish proof satisfactory to Radian of such person’s right to receive the benefit of the Grant under the Grantee’s will or under the applicable laws of descent and distribution.
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8. Change of Control of Radian
(a) Change of Control. As used in this Plan, a “Change of Control” shall be deemed to have taken place if (i) any Person (except for an employee or the employee’s family, Radian, or any employee benefit plan of the Company or of any Affiliate, or any Person or entity organized, appointed, or established by Radian for or pursuant to the terms of any such employee benefit plan), together with all Affiliates and Associates of such Person, shall become the Beneficial Owner in the aggregate of 40% or more of the shares of Radian then outstanding and entitled to vote for directors generally, (ii) any Person (except an employee and the employee’s family), together with all Affiliates and Associates of such Person, purchases substantially all of the assets of Radian, or (iii) the following individuals cease for any reason to constitute a majority of the Board: individuals who, as of the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation relating to the election of directors of Radian) whose appointment or election by the Board or nomination for election by Radian’s stockholders was approved and recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended.
Notwithstanding the foregoing in this Section 8(a), for purposes of a Grant that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that provides for payment upon a Change of Control, then, for purposes of such payment provisions, no Change of Control shall be deemed to have occurred upon an event described in items (i), (ii) and (iii) unless the event would also constitute a “change in the ownership of a corporation,” “change in the effective control of a corporation,” or a “change in the ownership of a substantial portion of a corporation’s assets” within the meaning of Section 409A of the Code.
(b) Affiliate, Associate, Person, Beneficial Owner. For purposes of this definition, “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Exchange Act; “Person” shall mean any individual, firm, corporation, partnership, or other entity (which, for the avoidance of doubt, does not include the United States government, any of its states, or any of their respective political subdivisions, departments, agencies, or instrumentalities), as determined by the Committee in its sole discretion; and a Person shall be deemed the “Beneficial Owner” of any securities:
(i) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement, or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants, or options, or otherwise; provided, however, that a Person shall not be deemed the “Beneficial Owner” of securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for payment, purchase, or exchange;
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(ii) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 under the Exchange Act), including without limitation, pursuant to any agreement, arrangement, or understanding (whether or not in writing); provided, however, that a Person shall not be deemed the “Beneficial Owner” of any security under this subsection (ii) as a result of an oral or written agreement, arrangement, or understanding to vote such security if such agreement, arrangement, or understanding (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act, and (B) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable successor report); or
(iii) to the extent that such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement, or understanding (whether or not in writing) with any other Person for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy described in the proviso to subsection (ii) above), or disposing of any voting securities of Radian, in which case such Person shall be the Beneficial Owner of all securities that are Beneficially Owned, directly or indirectly, by such other Person (or any Affiliate or Associate thereof) within the meaning of subsection (i) or (ii) above; provided, however, that nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition.
(c) Effect of Change of Control. The following provisions shall apply in the event of a Change of Control:
(i) If there is a Change of Control of Radian, and if Grants remain outstanding after the Change of Control (or are assumed by, or converted to similar awards with equivalent value as of the date of the Change of Control of, the surviving corporation (or a parent or subsidiary of the surviving corporation)), and the Company or its successor terminates a Grantee’s employment or service without cause (as defined in the Grant Letter) or, to the extent applicable and set forth in the Grant Letter, the Grantee terminates employment or service for good reason (as defined in the Grant Letter), in each case during the 90 days before, or upon or within one year after, the Change of Control, Restricted Stock Units shall vest and become payable. For Restricted Stock Units that vest based on performance, performance shall be measured as described in the applicable Grant Letter.
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(ii) If there is a Change of Control of Radian, and if Grants do not remain outstanding after the Change of Control (and are not assumed by, or converted to similar awards with equivalent value as of the date of the Change of Control of, the surviving corporation (or a parent or subsidiary of the surviving corporation)), then Restricted Stock Units shall vest and become payable. For Restricted Stock Units that vest based on performance, performance shall be measured as described in the applicable Grant Letter.
(iii) Notwithstanding the foregoing in this Section 8(c), the Committee may establish and set forth in a Grant Letter additional restrictions relating to the effect of a Change of Control on Grants as the Committee deems appropriate. To the extent Restricted Stock Units become vested in connection with a Change of Control, the Committee may determine that such Grantees shall receive one or more payments in settlement of such Grants, in such amount and form and on such terms as may be determined by the Committee. Any acceleration, surrender, termination, settlement, or conversion shall take place as of the date of the Change of Control or such other date as the Committee may specify.
| 9. | Dissolution, Liquidation or Winding Up |
If Radian is to be dissolved or liquidated, then the Committee may, in its discretion, take any of the actions set forth in Section 8(c).
| 10. | Amendment and Termination of the Plan and Grants |
(a) Amendment. The Board may amend or terminate the Plan at any time. No amendment or termination of the Plan shall, without the consent of the Grantees, materially impair any rights or obligations under any Grants previously awarded to the Grantees hereunder, unless such right has been reserved in the Plan or the applicable Grant Letter.
(b) Termination of Plan. The Plan shall terminate on the 10th anniversary of the Effective Date, unless earlier terminated by the Board or unless extended by the Board.
(c) Termination and Amendment of Outstanding Grants. A termination or amendment of the Plan that occurs after a Grant is made shall not result in the termination or amendment of the Grant unless the Grantee consents, unless the Committee acts under Section 17(c) below or as described below. The termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant. Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended under Section 17(c) below or may be amended by mutual agreement of Radian and the Grantee which is consistent with the Plan; provided, however, that an amendment of the Plan or of the Grant that merely accelerates the vesting of a Grant or that does not adversely affect the rights of the Grantee with respect to the Grant shall become effective without the consent of the Grantee.
| 11. | Funding of the Plan |
The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under the Plan. In no event shall interest be paid or accrued on any Grant, including unpaid installments of Grants.
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| 12. | Rights of Eligible Participants |
Nothing in the Plan shall entitle any Eligible Participant or other person to any claim or right to any Grant under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any Eligible Participant or Grantee any rights to be retained by the Company in any capacity, whether as an employee or otherwise.
| 13. | Tax Matters |
(a) Withholding of Taxes. The Company shall have the right to deduct from all Grants paid in cash any federal, state, or local taxes required by law to be withheld with respect to such Grants paid in cash. In the case of Grants paid in Common Stock, the Company shall have the right to require the Grantee to pay to the Company the amount of any taxes which the Company is required to withhold in respect of such Grants or to take whatever action it deems necessary to protect the interests of the Company in respect of such tax liabilities, including, without limitation, subject to any such terms as the Committee may approve, Radian withholding a portion of the shares of Common Stock otherwise deliverable pursuant to the Plan. Radian’s obligation to issue or transfer shares of Common Stock in connection with any Grant shall be conditioned upon the Grantee’s compliance with the requirements of this Section 13(a) to the satisfaction of the Committee.
(b) Deferrals and Code Section 409A. The Committee, in its sole discretion, may permit a Grantee to defer receipt of the payment of cash or the delivery of shares that would otherwise be delivered under the Plan. In the event of such a deferral, the Committee may, if applicable, provide that the payment of dividend equivalents attributable thereto shall be also deferred until such time as the Grant will be settled in accordance with the Grantee’s deferral election. Any such deferral election shall be subject to such rules and procedures as shall be determined by the Committee in its sole discretion. The Committee may establish such rules and procedures as it may deem advisable and in the best interests of the Company in the event that Section 409A of the Code is implicated by any transaction under the Plan.
(c) Section 409A. The Plan is intended to comply with the requirements of Section 409A of the Code, to the extent applicable. All Grants shall be construed and administered such that the Grant either (i) qualifies for an exemption from the requirements of Section 409A of the Code or (ii) satisfies the requirements of Section 409A of the Code. If a Grant is subject to Section 409A of the Code, (i) distributions shall only be made in a manner and upon an event permitted under Section 409A of the Code, (ii) payments to be made upon a termination of employment or service shall only be made upon a “separation from service” under Section 409A of the Code, (iii) payments to be made upon a Change of Control shall only be made upon a “change of control event” under Section 409A of the Code, (iv) unless the Grant specifies otherwise, each payment shall be treated as a separate payment for purposes of Section 409A of the Code, and (v) in no event shall a Grantee, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A of the Code. If any Grant is subject to Section 409A of the Code and payment is subject to the execution of a release of claims
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in favor of the Company and its affiliates, in no event shall the timing of a Grantee’s execution of the release result in the Grantee designating, directly or indirectly, the calendar year of payment, and if such a payment that is subject to execution of the release could be made in more than one taxable year, payment shall be made in the later taxable year. Any Grant granted under the Plan that is subject to Section 409A of the Code and that is to be distributed to a key employee (as defined below) upon separation from service shall be administered so that any distribution with respect to such Grant shall be postponed for six months following the date of the Grantee’s separation from service, if required by Section 409A of the Code. If a distribution is delayed pursuant to Section 409A of the Code, the distribution shall be paid within 30 days after the end of the six-month period. If the Grantee dies during such six-month period, any postponed amounts shall be paid within 60 days of the Grantee’s death. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Committee or its delegate each year in accordance with Section 416(i) of the Code and the “specified employee” requirements of Section 409A of the Code.
| 14. | Agreements with Grantees |
Each Grant made under the Plan shall be evidenced by a Grant Letter containing such terms and conditions as the Committee shall approve. In the event of a conflict between the provisions of the Plan and the provisions of any Grant Letter, the provisions of the Plan shall control.
| 15. | Requirements for Issuance of Shares |
No Common Stock shall be issued or transferred under the Plan unless and until all applicable legal requirements have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any Grant on the Grantee’s undertaking in writing to comply with such restrictions on any subsequent disposition of the shares of Common Stock issued or transferred thereunder as the Committee shall deem necessary or advisable as a result of any applicable law, regulation, or official interpretation thereof, and certificates representing such shares may be legended to reflect any such restrictions. Any such restrictions are in addition to and not in lieu of the restrictions on shares provided for elsewhere in the Plan.
| 16. | Effective Dates |
(a) Effective Date of the Plan. The Plan shall be effective as of the Effective Date.
(b) Effectiveness of Section 16 Provisions. The provisions of the Plan that refer to, or are applicable to persons subject to, Section 16 of the Exchange Act shall remain in effect for so long as the Common Stock is registered under the Exchange Act.
| 17. | Miscellaneous |
(a) Company Policies. All Grants and amounts payable under the Plan shall be subject to any applicable clawback or recoupment policies, share trading policies, and other policies of the Company, whether or not approved before or after the Effective Date. To the extent permitted by applicable law, including without limitation Section 409A of the Code, all amounts payable under the Plan are subject to offset in the event that a Grantee has an outstanding clawback,
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recoupment or forfeiture obligation to the Company under the terms of any applicable clawback or recoupment policy. In the event of a clawback, recoupment or forfeiture event under an applicable clawback or recoupment policy, the amount required to be clawed back, recouped or forfeited pursuant to such policy shall be deemed not to have been earned under the terms of the Plan, and the Company shall be entitled to recover from the Grantee the amount specified under the applicable clawback or recoupment policy to be clawed back, recouped or forfeited (which amount, as applicable, shall be deemed an advance that remained subject to the Grantee satisfying all eligibility conditions for earning the amounts deferred, accrued, or credited under this Plan).
(b) Substitute Grants. The Committee may make a Grant to an employee, a non-employee director, or an independent contractor, consultant, or advisor of another corporation or other entity, if such person shall become an Eligible Participant by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization, or liquidation involving Radian and such entity. Any such Grant shall be made in substitution for a stock option, restricted stock grant, or other incentive award granted by such entity, but the terms and conditions of the substitute Grant may vary from the terms and conditions required by the Plan and from those of the substituted stock incentives. The Committee shall prescribe the provisions of the substitute Grants.
(c) Compliance with Law. Notwithstanding anything in the Plan or any Grant Letter to the contrary, the Plan, the obligations of Radian to issue or transfer shares of Common Stock under Grants shall be subject to all applicable laws and required approvals by any governmental or regulatory agencies. With respect to persons subject to Section 16 of the Exchange Act, it is the intent of Radian that the Plan and all transactions under the Plan shall comply with all applicable conditions of Rule 16b-3 or any successor provisions under the Exchange Act. The Committee may revoke any Grant if it is contrary to law or modify any Grant to bring it into compliance with any valid and mandatory government regulations. The Committee may, in its sole discretion, agree to limit its authority under this Section 17(c). All Grants shall be subject to any required approvals by any governmental or regulatory agencies. Notwithstanding anything in this Plan or a Grant Letter to the contrary, the Plan, the Grant Letter, and a Grant awarded hereunder shall be subject to all applicable laws, including any laws, regulations, restrictions, or governmental guidance that becomes applicable in the event of the Company’s participation in any governmental programs, and the Committee reserves the right to modify a Grant Letter and a Grant as necessary to conform to any restrictions imposed by any such laws, regulations, restrictions, or governmental guidance or to conform to any applicable clawback or recoupment policies, share trading policies, and other policies of the Company that may be applicable to the Grantee. As a condition of participating in the Plan, and by the Grantee’s acceptance of the Grant, the Grantee is deemed to have agreed to any such modifications that may be imposed by the Committee, and agrees to sign such waivers or acknowledgments as the Committee may deem necessary or appropriate with respect to such modifications.
(d) Governing Law. Except to the extent preempted by any applicable federal law, the Plan and the Grant Letters shall be construed and administered in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of laws thereunder.
(e) Severability. In the event any provision of the Plan or of any Grant Letter shall be held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan or Grant Letter, and the Plan or Grant Letter shall be construed or enforced as though the illegal or invalid provision had not been included.
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(f) Headings. The section headings of the Plan are for reference only. In the event of a conflict between a section heading and the content of a Section of the Plan, the content of the Section shall control.
| 18. | Index of Defined Terms |
For purposes of the Plan:
“Affiliate” is defined in Section 8.
“Associate” is defined in Section 8.
“Beneficial Owner” is defined in Section 8.
“Board” shall mean the Board of Directors of Radian Group Inc. The term “director” shall refer to an individual member of the Board.
“Change of Control” is defined in Section 8.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Committee” is defined in Section 4.
“Common Stock” is defined in Section 3.
“Company” is defined in the preamble to the Plan. For purposes of the Plan, the term “Company” includes Radian Group Inc. and all of its Subsidiaries as a group.
“Effective Date” is June 1, 2026.
“Eligible Participant” is defined in Section 5.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
The “Fair Market Value” of a share of Common Stock shall be the closing price at which the Common Stock shall have been sold regular way on the New York Stock Exchange on the date as of which such value is being determined or, if no sales occurred on such day, then on the next preceding day on which there were such sales, or, if at any time the Common Stock shall not be listed on the New York Stock Exchange, the Fair Market Value as determined by the Committee on the basis of available prices for such Common Stock or in such manner as may be authorized by applicable regulations under the Code. The Committee may base Fair Market Value on an average over a specified period.
“GAAP” is defined in the definition of “Performance Goals” below.
“Grant” is defined in Section 2.
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“Grantee” is defined in Section 5.
“Grant Letter” is defined in Section 2.
“Performance Goals” shall be established by the Committee based on one or more of the following criteria, or derivations of such criteria or such other criteria as determined by the Committee: stock price, earnings per share, price-earnings multiples, stock price to book value multiple, net earnings, operating earnings, operating pre-tax earnings, revenue or revenue growth, productivity, margin, EBITDA (earnings before interest, taxes, depreciation, and amortization), net capital employed, return on assets, return on equity, return on capital employed, growth in assets, unit volume, sales, cash flow, losses incurred, losses paid, loss ratio (including as may be measured and reported over a specified period), paid loss ratio, combined ratio, gains to losses on sales of assets or investments, market share, market value added, capital management, margin growth, contribution margin, labor margin, EBITDA margin, stockholder return, operating profit or improvements in operating profit, improvements in asset or financial measures (including working capital and the ratio of revenues to working capital), credit quality, risk/credit characteristics (including FICO, debt to income, or loan to value), early default experience, expense management and expense ratios, pre-tax earnings or variations of income criteria in varying time periods, economic value added, book value, book value per share, book value growth, or comparisons with other peer companies or industry groups or classifications with regard to one or more of these criteria, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, employee retention rates, customer retention rates, customer attraction rates, geographic business expansion goals, cost targets or goals relating to acquisitions, divestitures, capital and liquidity management, portfolio and risk management, human capital management and other people related criteria, and any other criteria that any regulatory body requires Radian, or any of its Subsidiaries or Affiliates to measure. The Performance Goals may relate to one or more business units, Subsidiaries, Affiliates of Radian or the performance of the Company as a whole, or any combination of the foregoing. To the extent applicable and unless the Committee determines otherwise, the determination of the achievement of Performance Goals shall be determined based on the relevant financial measure, computed in accordance with U.S. generally accepted accounting principles (“GAAP”), and in a manner consistent with the methods used in the Company’s audited financial statements. The Committee may provide for adjustment as it deems appropriate, including but not limited to for one or more of the following items: asset write-downs; litigation or claim judgments or settlements; changes in accounting principles; changes in tax law or other laws affecting reported results; severance, contract termination, and other costs related to exiting, modifying, or reducing any business activities; costs of, and gains and losses from, the acquisition, disposition, or abandonment of businesses or assets; gains and losses from the early extinguishment of debt; stock compensation costs and other non-cash expenses; unrealized gains and losses relating to fair valuations of derivatives; any unusual or infrequently occurring items, as described in applicable Accounting Standards Codification opinions and/or in management’s discussion and analysis of financial condition and results of operation appearing in Radian’s annual report to stockholders for the applicable year; business or other structural changes in the total shareholder return peer group; and any other specified non-operating items as determined by the Committee in setting Performance Goals.
“Person” is defined in Section 8.
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“Plan” is defined in the preamble to the Plan.
“Plan Reserve” is defined in Section 3, subject to adjustment from time to time as provided in Section 3.
“Radian” shall mean Radian Group Inc., as defined in the preamble to the Plan, and shall include any successor thereto.
“Restricted Stock Units” is defined in Section 6.
“Restriction Period” is defined in Section 6.
“Subsidiary” shall mean any corporation or other entity in which, at the time of reference, Radian owns, directly or indirectly, stock or similar interests comprising more than 50% of the combined voting power of all outstanding securities of such entity.
“Successor Grantee” is defined in Section 7.
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Exhibit 10.4
2026 AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS 2026 AMENDMENT (this “Amendment”) between Radian Group Inc. (the “Company”) and Richard G. Thornberry (the “Executive”), dated May 21, 2026, amends the Amended and Restated Employment Agreement between the Executive and Radian, originally effective February 8, 2017, as most recently amended and restated effective as of July 1, 2023 (the “Employment Agreement”).
RECITALS
WHEREAS, pursuant to the terms of the Employment Agreement, the Executive is employed by the Company and serves as the Company’s Chief Executive Officer;
WHEREAS, Section 26 of the Employment Agreement provides that the Employment Agreement may be changed by a written document signed by the Executive and the Company;
WHEREAS, the Company and the Executive desire to amend the Employment Agreement to reflect the Executive’s anticipated retirement from his position as Chief Executive Officer of the Company and transition thereafter to a strategic advisor to the Company; and
WHEREAS, capitalized terms used, but not defined herein, shall have the meanings given to them in the Employment Agreement.
NOW, THEREFORE, the Company and the Executive hereby agree that the Employment Agreement is hereby amended as follows:
1. Section 1(b) of the Employment Agreement (“Duties”) is hereby amended to read in its entirety as follows:
“(b) Duties.
| i. | During the Term through August 12, 2026 (the “CEO Term”), the Executive shall serve as the Chief Executive Officer of the Company (“CEO”) with duties, responsibilities and authority commensurate therewith and shall report to the Board of Directors of the Company (the “Board”). During the CEO Term, the Executive shall perform all duties and accept all responsibilities incident to such position as is set forth in the Company’s Guidelines of Corporate Governance (as in effect on the Effective Date or as may be modified thereafter after consultation with the Executive) and as otherwise may be reasonably assigned to the Executive by the Board, consistent with his position as CEO and subject to his consent. The Executive shall continue to be a member of the Board during the CEO Term. During the CEO Term, after a Chief Executive Officer-Elect (the “CEO Elect”) is appointed, the Executive shall assist the CEO-Elect in preparing to assume the role |
| of CEO as is consistent with the CEO position. The Executive represents to the Company that the Executive is not subject to or a party to any employment agreement, non-competition covenant, or other agreement that would be breached by, or prohibit the Executive from executing, this Agreement and performing fully the Executive’s duties and responsibilities hereunder. |
| ii. | Effective as of 11:59 pm on August 12, 2026 (the “Transition Date”), the Executive shall cease serving as the CEO, as a member of the Board, and as an officer and director of the Company and each of the Company’s subsidiaries. After the Transition Date, through December 31, 2026 (the “Transition Period”), the Executive shall continue in employment with the Company, providing services to the Company as a strategic advisor, consistent with the Executive’s experience and expertise, as reasonably requested by the new CEO. The parties anticipate that such services shall be at a level that is more than 20% of the average level of services the Executive performed as CEO over the 36-month period immediately preceding the Transition Date. During the Transition Period, the Company will continue to provide the Executive with administrative support services at the same level provided to the Executive immediately prior to the Transition Date. Notwithstanding anything to the contrary in Section 1(d) below, any travel for business in the course of performing the Executive’s duties for the Company during the Transition Period is subject to the Executive’s consent and, to the extent the Executive travels for business by air or rail in the course of performing his duties for the Company during the Transition Period, the Executive may be booked in first class, or, if first class is not available, in business class. The terms of the Employment Agreement, as amended by this Amendment, shall continue in effect, and the Executive shall continue to serve the Company faithfully through, December 31, 2026. |
| iii. | As of December 31, 2026, the Executive’s retirement from the Company shall become effective, and the Executive’s employment with the Company shall terminate on that date as a voluntary termination of employment without Good Reason. For purposes of section 409A of the Code (as defined below), the parties intend that the Executive will have undergone a “separation from service,” within the meaning of section 409A of the Code, from the Company on December 31, 2026.” |
2. Section 2(c) of the Employment Agreement is hereby amended by adding the following provision to the end:
“For the avoidance of doubt, as required pursuant this Section 2(c), the Executive shall receive an LTI award for 2026, subject to the terms set forth in the applicable grant agreement and in accordance with the terms of this Section 2(c) and Section 2(d) below, with such award to be granted at the same time as 2026 LTI awards are granted to the Company’s other named executive officers. Without limiting the scope of the foregoing, the LTI award for 2026 shall (i) contain retirement-based vesting provisions, as determined by the Compensation Committee after consultation with the Executive, that define retirement as termination of employment after either attainment of age 55 with at least 10 years of service or attainment of age 65 with at least
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5 years of service, with the result that the Executive shall be 100% vested in the RSU award upon retirement and the entire PSU award shall remain outstanding after retirement and shall vest based on performance as of the end of the applicable performance period; and (ii) shall have a grant date value of at least $7,000,000, with grant date value calculated in the same way that the Company calculates grant date value for determining the number of shares subject to the 2026 LTI awards to other named executive officers of the Company.”
3. Section 6(h) of the Employment Agreement is hereby amended by adding the following provision to the end:
“If the Executive (1) remains employed in good standing pursuant to this Agreement until December 31, 2026, (2) pursuant to the requirements of the STI Plan, timely executes and does not revoke an effective release of claims, the form of which is attached hereto as Exhibit C, and (3) complies with the Restrictive Covenants (as defined in the Separation Agreement), the Executive will receive the following:
(x) The Company shall pay the Executive an incentive award under the STI Plan for the 2026 performance period (the “STI Award”). The Executive’s STI Award will be equal to an amount determined by multiplying the Executive’s target short-term incentive award for 2026 by the corporate funding level percentage approved by the Compensation Committee for the Company’s 2026 performance against the performance metrics established for the 2026 performance period under the STI Plan. The STI Award, if any, will be paid in a cash lump sum in 2027 on the same date that incentive awards under the STI Plan are paid to other Company employees in 2027, and no later than March 15, 2027.
(y) As of January 1, 2026, the Company will enter into a consulting agreement with the Executive, which is attached hereto as Exhibit D (the “Consulting Agreement”).”
4. The Executive hereby confirms that his transition from CEO to strategic advisor as contemplated by this Amendment shall not constitute “Good Reason” under the Employment Agreement or under any grant agreements for outstanding equity grants. In addition, Section 12(c) of the Employment Agreement (“Good Reason”) is hereby amended to read in its entirety as follows, effective as of the Transition Date:
“‘Good Reason’ shall mean any action or inaction that constitutes a material breach of this Agreement by the Company (which, for the avoidance of doubt, shall include, but not be limited to, any requirement that Executive’s principal place of employment be other than at a virtual office of his choosing).
In order to terminate employment for Good Reason, the Executive must provide a written notice of termination with respect to termination for Good Reason to the Company within 60 days after the event constituting Good Reason has occurred. The Company shall have a period of 30 days in which it may correct the act, or the failure to act, that gave rise to the Good Reason event as set forth in the notice of termination. If the Company does not correct the act, or the failure to act, the Executive must terminate employment for Good Reason within 30 days after the end of the cure period, in order for the termination to be considered a Good Reason termination.”
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5. Section 19 of the Employment Agreement (“Legal Fees”) is hereby amended to read in its entirety as follows:
“Legal Fees. The Company shall reimburse the Executive for up to $20,000 of documented legal fees that are reasonably related to the Executive’s review and negotiation of any amendments to this Agreement, including any exhibits thereto.”
6. In all respects not modified by this Amendment, the Employment Agreement is hereby ratified and confirmed.
7. This Amendment may be executed and delivered originally or electronically and in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Amendment effective as of the date first above written.
| RADIAN GROUP INC. | ||||||||
| By: | /s/ Mary Dickerson | Date: May 21, 2026 | ||||||
| Name: | Mary Dickerson | |||||||
| Title: | Senior Executive Vice President,Chief People and Operating Officer | |||||||
| EXECUTIVE | ||||||||
| By: | /s/ Richard G. Thornberry | Date: May 21, 2026 | ||||||
| Richard G. Thornberry | ||||||||
EXHIBIT C
RELEASE
This Release (“Release”), dated is made by and between Richard G. Thornberry (“Employee”) and Radian Group Inc. (“Radian”). Employee and Radian are parties to this Agreement and are collectively referred to herein as the “Parties.”
As used in this Agreement, any reference to Employee shall include Employee, and in their capacities as such, Employee’s heirs, administrators, representatives, executors, legatees, successors, agents and assigns. As used in this Release, any reference to the “Company” shall mean Radian and each subsidiary of Radian.
Release.
In further consideration of the compensation provided to Employee pursuant to the Amendment dated May 21, 2026 (the “2026 Amendment”) to the Amended and Restated Employment Agreement between Employee and Radian entered into effective July 1, 2023(as amended, the “Employment Agreement”) (other than the Accrued Obligations (as defined in the Employment Agreement), which shall be paid regardless of this Release), Employee hereby agrees, subject to and without waiving any rights identified in Paragraph 2, Permitted Conduct, of this Release, to the maximum extent permitted by law, to irrevocably and unconditionally RELEASE AND FOREVER DISCHARGE the Company and each of its and their past or present parents, subsidiaries and affiliates, their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company and of the Company’s past or present parents, subsidiaries or affiliates, and the past or present trustees, administrators, agents or employees of all such pension and employee benefit plans (hereinafter collectively included within the term the “Released Parties”), acting in any capacity whatsoever, of and from any and all manner of actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, whether known or unknown, which Employee may have, or which Employee’s heirs, executors or administrators may have against the Released Parties, by reason of any matter, cause or thing whatsoever from the beginning of Employee’s employment with the Company to and including the date on which Employee executes this Release, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Employee’s employment relationship and/or the termination of Employee’s employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future, which includes any claim or right based upon or arising under any federal, state or local fair employment practices or equal opportunity laws, including, but not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act of 1993, the Equal Pay Act, the Employee Retirement Income Security Act (“ERISA”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers’ Benefit Protection Act (“OWBPA”), Florida Civil Rights Act, including age and sexual harassment claims, Florida Omnibus AIDS Act, Florida Wage Discrimination Law, Florida Discrimination against Education Employees, Florida Discrimination Against Military Personnel, retaliation provision
of Florida Workers Compensation Act (Fla. Stat. Ann. Section 440.205), the Florida Discrimination on the basis of Sickle Cell Trait Law, the Florida Equal Pay Act, Florida Fair Housing Act, Florida Private Sector Whistleblower’s Act, Florida minimum wage and wage payment laws, Fla. Const. art. X, Section 24, retaliation provision of the Florida False Claims Act (Fla. Stat. Ann. Section 68.088), Missouri Fair Employment Practices Act;, Missouri Human Rights Act, Missouri Equal Pay Act, Missouri Service Letter statute, Missouri Minimum Wage Law, Missouri Wage Payment Law, Pennsylvania Human Relations Act, including age and sexual harassment claims, Pennsylvania Equal Pay Law, Pennsylvania Whistleblower Law, if applicable, the Pennsylvania Wage Payment Collection Act, including any and all amendments thereto, and any other federal, state or local statutes or common law under which Employee can waive Employee’s rights, any contracts between the Released Parties and Employee, and all claims for counsel fees and costs. Employee acknowledges that Employee has not made any claims or allegations related to sexual harassment or sexual abuse and none of the payments set forth in this Release are related to sexual harassment or sexual abuse.
In waiving and releasing any and all claims against the Released Parties, whether or not now known to Employee, Employee understands that this means that if Employee later discovers facts different from or in addition to those facts currently known by Employee, or believed by Employee to be true, the waivers and releases of this Release will remain effective in all respects, despite such different or additional facts and Employee’s later discovery of such facts, even if Employee would not have agreed to this Release if Employee had prior knowledge of such facts.
Notwithstanding anything in this Release to the contrary, Employee does not waive (1) any entitlements under the terms of the 2026 Amendment, (2) Employee’s existing right to receive vested accrued benefits under any plans or programs of the Company under which Employee has accrued benefits (other than under any Company separation or severance plan or programs), (3) any claims that, by law, may not be waived, (4) any rights or claims that may arise after the date Employee executes this Release, (5) any right to indemnification under the bylaws of the Company, under a contractual indemnification agreement with the Company or under any directors and officers insurance policy, with respect to Employee’s performance of duties as an employee or officer of the Company, and (6) any claim or right Employee may have under COBRA, for unemployment insurance benefits, workers’ compensation benefits, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable state law.
Permitted Conduct. Nothing in this Release shall prohibit or restrict Employee from initiating communications directly with, filing any charge of complaint with, cooperating with, providing relevant information to, responding to any inquiry from, assisting in an investigation by, or providing testimony before, the Equal Employment Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, the Department of Labor, the National Labor Relations Board, or any other federal, state or local regulatory authority, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Employee is not required to advise or seek permission from the Company before engaging in any such activity. Further, nothing in this Release shall prohibit any person from making truthful statements when required by law or order of a court or other body having jurisdiction or in conjunction with legal proceedings. Despite the foregoing, Employee is not
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permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information that Employee came to learn during the course of Employee’s employment with the Company that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege, attorney work product doctrine, and/or other applicable legal privileges. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information. Employee hereby waives Employee’s right to receive any individual monetary relief from the Released Parties resulting from such claims, regardless of whether Employee or another party has filed them, and in the event Employee obtains such monetary relief, the Company will be entitled to an offset for the payments made pursuant to the 2026 Amendment (other than Accrued Obligations), except where such limitations are prohibited as a matter of law (e.g., under the Sarbanes-Oxley Act of 2002, 18 U.S.C.A. Section 1514A). However, this Release does not impact Employee’s ability to receive and retain an award from a government administered whistleblower award program for providing information directly to a government agency. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. Sections 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
Restrictive Covenants.
Employee agrees to comply with the restrictive covenants and agreements set forth in the Restrictive Covenants Agreement between Employee and Radian dated February 8, 2017, and all other written restrictive covenants and agreements with the Company containing non-competition, non-solicitation, confidentiality, inventions assignment, non-disparagement and other restrictive covenants, including Paragraph 3(b) below (collectively, the “Restrictive Covenants”), all of which are incorporated herein by reference. Employee expressly acknowledges that continuing to comply with the terms of the Restrictive Covenants is a material term of this Release. Employee acknowledges that in the event that Employee breaches any of the Restrictive Covenants, Radian shall be obligated to provide only the Accrued Obligations, and all other payments under Section 6 of the Employment Agreement shall cease. In such event, Radian may require that the Executive repay all amounts theretofore paid to him pursuant to the 2026 Amendment (other than the Accrued Obligations), and in such case, Employee shall promptly repay such amounts on the terms determined by Radian.
Employee agrees that Employee will not make or authorize any written or oral statements that are false or defamatory about the Company or the Company’s directors, officers or employees. This clause does not affect Employee’s rights under Paragraph 2 (Permitted Conduct) above.
Radian agrees that (i) the Company shall not, and (ii) the Chair of the Board shall direct Radian’s senior executive officers and members of the Board to not, make or authorize any written or oral statements that are false or defamatory about Employee.
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Notwithstanding the foregoing, nothing in Paragraph 3(b) or 3(c) shall prevent any person from (1) responding publicly by a truthful statement to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement, (2) making any truthful statement to the extent (i) necessary with respect to any litigation, arbitration or mediation involving the Employment Agreement, the 2026 Amendment, this Release (including, but not limited to, the enforcement of this Release) or any employee benefit plans or equity compensation plans sponsored by the Company in which Employee is a participant, or (ii) required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body or (3) with respect to Employee, exercising Employee’s rights under Paragraph 2.
Notwithstanding anything to the contrary herein or in the Restrictive Covenants, nothing in this Release or in Restrictive Covenants is intended to limit the exercise of Employee’s rights under Section 7 of the National Labor Relations Act (“NLRA”), including communicating with others regarding Employee’s terms and conditions of employment.
Controlling Law. This Release and all matters arising out of, or relating to, this Release shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles. Notwithstanding the foregoing, and for the avoidance of any doubt, if a Company benefit plan or other employment-related agreement provides in writing that it shall be governed by the laws of another state, then all matters arising out of, or relating to, such benefit plan or other employment-related agreement shall be governed by, and construed in accordance with, the laws of the state designated in such benefit plan or other employment-related agreement.
Jurisdiction. Any action arising out of, or relating to, any of the provisions of this Release shall be brought and prosecuted only in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Delaware County, Pennsylvania, and the jurisdiction of such court in any such proceeding shall be exclusive. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers.
Severability. If any provision of this Release is construed to be invalid, unlawful or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto, except that, in the event the release in Paragraph 1 of this Release is held to be unlawful, invalid or unenforceable, any payments made pursuant to the 2026 Amendment (other than Accrued Obligations) shall be returned to the Company and no further consideration shall be due. If any covenant or agreement is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form.
Entire Agreement. The Parties understand that no promise, inducement or other agreement not expressly contained herein has been made conferring any benefit upon them; that this Release contains the entire agreement between the Parties with respect to the subject matter hereof (except as provided in the following sentence), and that the terms of this Release are contractual and not recitals only. Notwithstanding the foregoing, Employee agrees that Employee shall remain subject to all Restrictive Covenants, and such Restrictive Covenants will continue in effect according to their terms and the Company agrees that it shall remain subject to all applicable provisions of the Employment Agreement and the 2026 Amendment.
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ACKNOWLEDGEMENT. Employee hereby acknowledges that:
The Company advises Employee to consult with an attorney before signing this Release;
Employee has obtained independent legal advice from an attorney of Employee’s own choice with respect to this Release or Employee has knowingly and voluntarily chosen not to do so;
Employee freely, voluntarily and knowingly entered into this Release after due consideration;
Employee has had at least 21 days to review and consider this Release;
If Employee knowingly and voluntarily chooses to do so, Employee may accept the terms of this Release on or after the date of Employee’s termination of employment but before the 21 day consideration period provided for above has expired;
Employee is signing this Release on or after the date of Employee’s termination of employment;
Employee has a right to revoke this Release by notifying the Senior Executive Vice President, General Counsel of Radian at Radian’s corporate headquarters in writing within seven days following Employee’s execution of this Release. Unless revoked, this Release will become effective on the eighth day following its execution (the “Effective Date”);
Changes to this Release before its execution, whether material or immaterial, do not restart the consideration period;
In exchange for Employee’s waivers, releases and commitments set forth herein, including Employee’s waiver and release of all claims arising under the ADEA and OWBPA, the payments, benefits and other considerations that Employee is receiving pursuant to this Release exceed any payment, benefit or other thing of value to which Employee would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein;
No promise or inducement has been offered to Employee, except as expressly set forth herein, and Employee is not relying upon any such promise or inducement in entering into this Release; and
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EMPLOYEE REPRESENTS THAT EMPLOYEE HAS READ THE TERMS OF THIS RELEASE, THAT THIS RELEASE IS WRITTEN IN A MANNER THAT EMPLOYEE CAN UNDERSTAND AND THAT THE COMPANY HAS NOT MADE ANY REPRESENTATIONS CONCERNING THE TERMS OR EFFECTS OF THIS RELEASE OTHER THAN THOSE CONTAINED HEREIN. EMPLOYEE FREELY AND VOLUNTARILY AGREES TO ALL THE TERMS AND CONDITIONS HEREOF, AND SIGNS THE SAME AS EMPLOYEE’S OWN FREE ACT.
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IN WITNESS WHEREOF, and intending to be legally bound, the Parties agree to the terms of this Release.
| Radian Group Inc. | ||||||||
| Date: | By: | |||||||
| Name: | Mary Dickerson | |||||||
| Title: | Senior Executive Vice President, Chief People and Operating Officer | |||||||
| Date: | By: | |||||||
| Richard G. Thornberry | ||||||||
EXHIBIT D
CONSULTING AGREEMENT
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Exhibit 10.5
[ ], 2026
Richard G. Thornberry
13027 Starbuck Road
St. Louis, Missouri 63141
| Re: | Consulting Services for Radian Group Inc. |
Dear Rick:
This letter agreement sets forth the terms of the agreement between you and Radian Group Inc. (“Radian”) relating to certain consulting services that you will provide as an independent contractor to Radian and its subsidiaries and affiliated companies (collectively, the “Company”).
1. Services.
a. Commencing January 1, 2027 (the “Commencement Date”) and until June 30, 2027, you shall provide consulting services to the Company as described on the attached Appendix A (the “Services”). You shall exercise reasonable skill and care in providing the Services hereunder, and shall perform the Services in a professional manner, consistent with industry standards. You shall provide the Services to the Company at such times and in such manner as reasonably requested by Radian’s Chief Executive Officer and consistent with your senior executive experience and expertise with the Company. No other person may perform the Services under this letter agreement without Radian’s prior written consent.
b. You and Radian agree that it is anticipated that you will render the Services each month at a level that will not exceed 20% of the average level of your services as an employee of Radian over the 36-month period preceding the Commencement Date.
2. Independent Contractor Relationship. You shall perform the Services as an independent contractor to the Company. Nothing in this letter agreement shall be construed to create any association, partnership, joint venture or relationship of principal and agent or employer and employee between you and the Company or to provide any party with the right, power or authority to create any such duty or obligation on behalf of the other party. You shall not hold out yourself as an affiliate, agent, officer, director or employee of or partner, joint venturer, co-principal or co-employer with the Company. Nothing herein shall prevent you from referring to yourself as a consultant to the Company. As a consultant, you shall have discretion over your working methods, hours, and means of operation. The Company is solely interested in the results of your work and shall have no right to direct or control your activities or the manner in which you achieve its desired results. You shall not be treated as an employee of the Company for any purpose, including, without limitation, for the purposes of any employee or fringe benefits provided by the Company to its employees including, without limitation, employee insurance, savings, medical, health care, fringe benefit, equity compensation, deferred compensation or bonus plans, or for withholding tax purposes. There is no employer/employee relationship established by this letter agreement, nor does this letter agreement or the Services hereunder create a promise, actual or implied, of future employment with the Company or any other entity, or for a right to any compensation in lieu of an offer of such employment.
3. Consulting Fee. As full and exclusive consideration for the Services, Radian shall pay you a fee as described on the attached Exhibit A.
4. Location of Performance of Services. It is anticipated that you will primarily perform the Services remotely from your home office or other location selected by you. Although it is not expected to be necessary, if you travel in connection with providing the Services, Radian will reimburse you for the reasonable expenses related to your travel as requested by Radian, in accordance with Radian’s business expense reimbursement policies. Notwithstanding anything to the contrary in this Section 4, any travel for business in the course of performing your duties for the Company under this Agreement is subject to your consent and, to the extent you travel for business by air or rail in the course of performing your duties for the Company under this Agreement, you may be booked in first class, or, if first class is not available, in business class.
5. Compliance with Restrictive Covenants. You agree that your continuing obligations under Section 5 of the Separation and Release Agreement between you and Radian, to which this letter agreement is attached as a schedule, shall remain in full force and effect during and after the Term (as defined below) and are hereby incorporated by reference.
6. Proprietary Information and Works.
a. The term “Proprietary Information” includes but is not limited to the Company’s modes and methods of conducting its business and marketing activities, its trade secrets, customer lists, investor lists, independent consultant lists, partner lists, copyrighted and non-copyrighted or non-protected computer software programs, techniques of operation, financial structure and information, inventions, improvements, enhancements, sources of development, technical developments, trademarks, computer programs, know-how, techniques, data, discoveries, copyrightable works, and other information, ideas, inventions or documents regarding the business or technology of the Company. Without limiting the foregoing, Proprietary Information also includes the Company’s business plans, strategies and proposals, past or future financings, marketing plans and strategies, forecasts, pricing information and strategies, the names, contacts and preferences of past, current and prospective independent consultants and customers, the salaries, duties, qualifications, performance levels, and terms of compensation of employees and consultants, and/or the Company’s actual or anticipated business, research or development. Proprietary Information includes the items set forth above whether or not developed or created by the Company. Proprietary Information is and shall at all times remain the Company’s property. Work (as defined below) owned by or assigned to the Company pursuant to this letter agreement shall be considered part of the Proprietary Information.
b. The term “Work” shall mean any work of authorship, text, writing, art, graphics, web site materials, manuals, documentation, photographs, research, including interviews, information stored in any media, software, computer code (including both source code and object code), invention, discovery, know-how, idea, trade secret, technique, formula, machine, method, model, process, product, device, composition, program, design, confidential information, proprietary information or configuration of any kind.
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c. The term “Consultant Proprietary Information and Work” shall mean any Proprietary Information or Work created, discovered, produced, made, written, developed or conceived by you, alone or with others, whether or not patentable or copyrightable, in connection with the Services provided to the Company at any time while you are engaged by the Company. For the avoidance of doubt, Consultant Proprietary Information and Work shall not include any proprietary information or Work created, discovered, produced, made, written, developed or conceived by you, alone or with others, whether or not patentable or copyrightable, that does not relate to the Company or the Services.
d. You shall, within a reasonable period of time, communicate to the Company, in writing, all Consultant Proprietary Information and Work. For the purpose of this letter agreement, a reasonable period of time means a period of time that allows the Company to exploit the Consultant Proprietary Information and Work in the existing and reasonably contemplated operation of the Company.
e. You shall not, without the prior written consent of Company, make use of or incorporate into any Work (or require for the use, operation or maintenance of any Work) any materials, technology, software or intellectual property created, developed or authored by any third party.
f. You acknowledge that all Consultant Proprietary Information and Work shall be deemed a work-made-for-hire and shall be the property of the Company. To the extent that any such Consultant Proprietary Information or Work is not, by operation of law or otherwise, deemed to be the property of the Company, you agree to assign, transfer and convey, hereby assign, transfer and convey, and hereby cause the assignment, transference and conveyance, to the Company of all right, title and interest in and to all Consultant Proprietary Information and Work for the territory of the United States and its possessions and territories and all foreign countries, as well as complete ownership of all United States and foreign patent applications, including provisionals, non-provisionals, divisions, continuations, continuations-in-part, requests for continued examinations, utility models, PCT applications and designs and any other related United States and foreign applications and equivalents thereof, along with the right to claim priority to such applications under any treaty relating thereto (“Applications”), all United States and foreign patents, utility models, inventor’s certificates and designs and all equivalents thereof which may be granted for said Applications, including extensions, renewals, reissues and reexamination certificates thereof (“Patents”), trademarks, copyrights, trade secrets and other intellectual property rights which the Company may desire to secure with respect to such Proprietary Information and Work. You further agree, both during the Term and thereafter, to cooperate with the Company in procuring such Applications, Patents, trademarks, copyrights, trade secrets, and other intellectual property rights, including executing or causing the execution of all assignments and any other documents necessary or incidental to such processes, all without further payment or consideration. In the event the Company is unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and appoint the Company as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such Applications
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or other document and do all other lawfully permitted acts to further the prosecution and issuance of Patents, trademarks, copyrights or other intellectual property rights related to the Consultant Proprietary Information and Work with the same legal force and effect as if you had executed them. You agree that this power of attorney is coupled with an interest. You shall keep the Company apprised of your mailing address and telephone number for two years after the end of the Term to assist in execution of any such instrument or papers. You agree that the Company shall have the sole right to use, exploit, merchandise, and publish the Consultant Proprietary Information and Work in any form and in any and all media, whether now known or hereafter devised, throughout the world, in all languages, as the Company in its sole discretion shall determine. You further agree to protect such Consultant Proprietary Information and Work from disclosure to persons outside the Company, except as the Company shall direct in writing. Any use of the Consultant Proprietary Information and Work by you is at the sole discretion of and subject to prior written approval from the Company. At the end of the Term, to the extent not already disclosed to the Chief Executive Officer, other senior executives of the Company or appropriate executives as designated by the Company, you agree to promptly disclose any Consultant Proprietary Information and Works so that the Company may confirm its ownership.
g. In the event that the Consultant Proprietary Information and Work, Applications or Patents, trademarks, copyrights, trade secrets and other intellectual property rights relating thereto are not deemed a work-made-for-hire for the Company or are not fully assigned herein to the Company for any reason whatsoever, you hereby grant the Company an exclusive, irrevocable, fully-paid, royalty-free, fully-transferable, perpetual, worldwide license in and to all such Consultant Proprietary Information and Work and Applications, Patents, trademarks, copyrights, trade secrets and other intellectual property rights relating thereto. Pursuant to such license, the Company shall have the right to use the whole Consultant Proprietary Information and Work, any part or parts thereof, or none of the Consultant Proprietary Information and Work, as the Company sees fit. The Company may alter the Consultant Proprietary Information and Work, add to it, or combine it with any other Consultant Proprietary Information and Work or other materials, in its sole discretion.
h. To the fullest extent allowed by law, you hereby expressly and irrevocably waive in favor of the Company or its nominee, any and all moral rights arising under statute, treaty or at common law that you have now or may have in the future with respect to any Consultant Proprietary Information and Work. Such moral rights include, without limitation, the right to attribution of authorship, the right to restrain distortion and modification and the right to prohibit any use of any such Consultant Proprietary Information and Work in association with a product, service, cause or institution that might be prejudicial to your honor or reputation.
i. If any other person provides Services under this letter agreement (subject to Section 1 above, which requires Radian’s consent), you shall require each of your employees, agents, contractors, and representatives to execute written agreements securing for the Company the rights provided for in this Section 6 prior to such employee, agent, contractor, or representative providing any Services under this letter agreement.
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j. You further agree that you will not seek, and that you will require your employees, agents, contractors, and representatives not to seek, patent, copyright, trademark, trade secret, registered design or other protection for any rights in any inventions, Consultant Proprietary Information and Work, works of authorship, proprietary data or other materials developed pursuant to this letter agreement. You will not use, register, or take other action with respect to any name, trade name, brand name, logo, trademark, service mark, or other identifier used anywhere in the world by the Company.
k. At its discretion, the Company may employ other vendors for the same or similar services as provided under this letter agreement.
7. Remedies. You acknowledge that because the Services are personal and unique and you will have access to and have become and will become acquainted with the Confidential Information of the Company, and because any breach by you of any of the restrictive covenants and agreements contained in Sections 5 and 6 of this letter agreement may result in irreparable injury and damage for which money damages would not provide an adequate remedy, the Company shall have the right to enforce Sections 5 and 6 of this letter agreement by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach, or threatened breach, of the restrictive covenants and agreements set forth in Sections 5 and 6 of this letter agreement. You agree that in any action in which the Company seeks injunction, specific performance or other equitable relief, you will not assert or contend that any of the provisions of Sections 5 and 6 are unreasonable or otherwise unenforceable. If and to the extent that a court of competent jurisdiction determines that you have breached Sections 5 and 6 of this letter agreement, in addition to and without limitation of any additional rights or remedies, in law or in equity, available to the Company, no further payments will be made under this letter agreement, and this letter agreement shall immediately terminate.
8. Taxes and Insurance. You shall perform the Services to be provided hereunder as an independent contractor. You shall be responsible for the payment of all applicable taxes arising from your performance of, and payment received for, the Services, including without limitation any income tax, social security, withholding tax, unemployment insurance, medical insurance, liability insurance, worker’s compensation insurance, self-employment taxes, or any other type of similar expense. The parties agree that the Company shall not withhold any amounts for taxes or pay any of the taxes or fees contemplated in the preceding sentence in connection with your Services to the Company. The Company will report all compensation income under this letter agreement on a Form 1099. You agree to indemnify and hold the Company harmless from any liability the Company may incur resulting from or arising out of your failure to make tax payments. You are solely responsible for maintaining appropriate policies of insurance, in your sole discretion, to cover any such contingencies.
9. Indemnification. The Company shall indemnify you and hold you harmless for and against all losses, damages, costs, charges, reasonable counsel or other fees, payments expenses and liabilities arising out of or attributable to (i) the Company’s refusal or failure to comply with the terms of this Agreement; (ii) the Company’s lack of good faith, gross negligence or willful misconduct with respect to the Company’s performance under or in connection with this Agreement; and (iii) all actions taken by you under this Agreement in good faith without gross negligence, willful misconduct or reckless disregard of your duties. You shall not be liable for, and shall be entitled to rely upon, and act upon information, records and reports generated or provided by the Company, advice of the Company, or of counsel for the Company, and shall be without liability for any action reasonably taken or reasonably omitted pursuant to such material.
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10. Consultant Representations.
a. You represent and warrant to Radian that:
(i) your execution and delivery of this letter agreement and the performance of the Services will not violate the provisions of any agreement to which you are a party or are otherwise bound (including without limitation, confidentiality, non-competition and non-solicitation obligations) or any governmental policy, regulation or law, including any judicial decree or order to which you are bound;
(ii) you are not a party to any existing agreement, and during the Term you will not become a party to an agreement, that would prevent you from performing your obligations hereunder;
(iii) the performance of the Services and the manner of such performance by you do not and will not violate or in any way infringe upon any rights of third parties, including property, contractual, employment, trade secrets, proprietary information and non-disclosure rights, or any trademark, copyright, patent or other intellectual property rights; and
(iv) you have full legal right to irrevocably assign to the Company all rights in and to the Consultant Proprietary Information and Work contemplated by Section 6.
b. You shall observe and comply with:
(i) all applicable laws, rules and regulations in the performance of the Services; and
(ii) Radian’s policies and procedures for information security and other policies and procedures applicable to consultants.
11. Assignment. Neither you, on the one hand, nor Radian, on the other hand, may assign or delegate any of your or its rights, duties or obligations hereunder without the prior written consent of the other party; provided, that Radian may, without your consent, assign this letter agreement to any of its affiliates or to any successor by merger or any entity acquiring all or substantially all of Radian’s assets. This letter agreement shall inure to the benefit of, and be binding upon, the parties’ permitted successors and assigns.
12. Improper Assignment Void. Any purported assignment in violation hereof shall be null and void and of no effect whatsoever.
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13. Term and Termination.
a. The term of this letter agreement will commence on the Commencement Date and end on June 30, 2027, or until terminated earlier by either party as described below (the “Term”).
b. You may terminate this letter agreement at any time by providing not less than 30 days’ prior written notice to Radian. Radian may terminate this letter agreement, with or without prior written notice, solely on the basis of Cause (as defined below) or your death or Disability (as defined below). In the event of termination of this letter agreement by you or by Radian for Cause, death or Disability, Radian shall be obligated to pay you only for the Services rendered before the date of termination in accordance with this letter agreement.
c. The term “Cause” shall mean your (i) material violation of the Company’s Code of Conduct and Ethics as applicable to a former employee; (ii) gross negligence or willful misconduct in the performance of your duties with the Company; or (iii) breach of the restrictive covenants described in Sections 5 and 6 of this letter agreement, or your material breach of any other provision of this letter agreement. The term “Disability” shall mean that you have been determined to be totally disabled by the Social Security Administration.
d. The provisions of Sections 5-10 shall survive any termination of this letter agreement.
14. Applicable Law. This letter agreement shall be governed by the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of laws principles. The parties hereto agree to the exclusive jurisdiction of the federal and Pennsylvania state courts located in the Commonwealth of Pennsylvania for all matters arising under this letter agreement. Each of the parties hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this letter agreement or the transactions contemplated hereby.
15. Integrated Agreement. This letter agreement constitutes the entire understanding and agreement between you and Radian concerning the subject matter hereof. This letter agreement supersedes all prior written or oral agreements or understandings existing between you and Radian concerning the subject matter hereof (other than as set forth herein).
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If the foregoing correctly sets forth the agreement between us, please so indicate by signing the copy of this letter agreement in the space set forth below and returning it to me, whereupon it shall constitute our binding agreement.
| Very truly yours, | ||||
| RADIAN GROUP INC. | ||||
| By: | ||||
| Name: |
Mary Dickerson | |||
| Title: |
Senior Executive Vice President, Chief People and Operating Officer | |||
| Date: |
||||
ACKNOWLEDGEMENT AND ACCEPTANCE
The undersigned acknowledges receipt of this letter agreement setting forth the terms and conditions governing the engagement to perform Services as an independent contractor and agrees to all terms and conditions of this letter agreement, to the extent provided in this letter agreement, including the restrictive covenants described in Sections 5 and 6 of this letter agreement.
| Richard G. Thornberry |
Date |
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APPENDIX A
SERVICES AND COMPENSATION
1. The following Services shall be provided under this letter agreement:
You will provide consulting services to Radian with respect to the business and operations of the Company and its subsidiaries as the Chief Executive Officer of Radian may request.
2. The compensation for the Services under this letter agreement shall be as follows:
You will receive compensation in the amount of $83,333 per month, which shall be payable to you in arrears in the month following the month in which the Services were performed. If you do not provide Services for an entire month, such as the last month during the Term in the event this letter agreement is terminated early in accordance with Section 12(b), any consulting fee payable for such month shall be pro-rated to reflect the number of business days that you performed Services during the month, compared to the number of business days in the month.
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