Common use of Number of Units Vesting Clause in Contracts

Number of Units Vesting. Provided that the Profitability Requirement has been satisfied, the number of Restricted Stock Units (if any) that vest in connection with the Award will be determined as follows: (i) Performance scores reflecting the Company’s compounded annual rate of growth in Earned Premiums (defined below) for the Growth Evaluation Period (“Company Growth Rate”) for each of the Company’s (x) Private Passenger Auto, (y) Commercial Auto and (z) Homeowners Multiple Peril businesses (each a “Business Line” and, collectively, the “Business Lines”) will be compared to the compounded annual rate of growth for the Growth Evaluation Period (the “Market Growth Rate”) of the market for the applicable Business Line, in each case determined as provided below. The performance score for each of Private Passenger Auto, Commercial Auto and Homeowners Multiple Peril will be determined by the following calculation: If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by the Maximum Measure for that Business Line or more 2.50 (i.e., the Maximum Performance Score) If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by more than the Target Measure for that Business Line but less than the Maximum Measure for that Business Line For Private Passenger Auto and Commercial Auto: 1 + (Company Growth Rate – Market Growth Rate – 2.00) Example:Private Passenger Auto Company Growth Rate = 2.50%;Private Passenger Auto Market Growth Rate = 0.10%;Performance Score = 1 + (2.50 - 0.10 - 2.00) = 1.40 For Homeowners Multiple Peril: 1 + (Company Growth Rate – Market Growth Rate – 3.50) Example:Homeowners Multiple Peril Company Growth Rate = 8.00%; Homeowners Multiple Peril Market Growth Rate = 4.00%Performance score = 1+(8.00 - 4.00 - 3.50) = 1.50 If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by exactly the Target Measure for that Business Line 1.00 (i.e., Target Performance Score) If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by less than the Target Measure for that Business Line (Company Growth Rate – Market Growth Rate) / Target Measure for that Business Line Example:Homeowners Multiple Peril Company Growth Rate = 6%; Homeowners Multiple Peril Market Growth Rate = 4%;Performance Score = ((6.00 – 4.00) / 3.50) = 0.57 If the Company Growth Rate for the Business Line is equal to or less than the Market Growth Rate for that Business Line Zero (ii) The Target Measure and Maximum Measure for each Business Line is as follows: Private Passenger Auto 2 percentage points 3.5 percentage points Commercial Auto 2 percentage points 3.5 percentage points Homeowners Multiple Peril 3.5 percentage points 5 percentage points (iii) The resulting performance score for each of the Business Lines will then be multiplied by a weighting factor, which shall be a fraction or decimal equivalent, determined by dividing the Earned Premiums generated by such Business Line during the Growth Period by the Earned Premiums generated by all of the Business Lines in the aggregate during the Growth Period to produce a weighted performance score. Subject to Paragraph 4(e), the sum of these weighted performance scores will be the performance factor (the “Performance Factor”). The number of Restricted Stock Units vesting will be determined by multiplying the Target Award Units (and any Dividend Equivalent Units) by the Performance Factor. In no event will the Performance Factor be more than 2.50. If the Performance Factor is zero, none of the Award shall vest, and the Award shall be forfeited in its entirety. (iv) For purposes of these determinations: A. Subject to the provisions of Paragraphs 4(c)(iv)B., 4(c)(iv)C. and 4(c)(iv)D. below:

Number of Units Vesting. Provided that the Profitability Requirement has been satisfied, the number of Restricted Stock Units (if any) that vest in connection with the Award will be determined as follows: (i) Performance scores reflecting the Company’s compounded annual rate of growth in Earned Premiums (defined below) for the Growth Evaluation Period (“Company Growth Rate”) for each of the Company’s (x) Private Passenger Auto, (y) Commercial Auto and (z) Homeowners Multiple Peril businesses (each a “Business Line” and, collectively, the “Business Lines”) will be compared to the compounded annual rate of growth for the Growth Evaluation Period (the “Market Growth Rate”) of the market for the applicable Business Line, in each case determined as provided below. The performance score for each of Private Passenger Auto, Commercial Auto and Homeowners Multiple Peril will be determined by the following calculation: If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by the Maximum Measure for that Business Line or more 2.50 (i.e., the Maximum Performance Score) If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by more than the Target Measure for that Business Line but less than the Maximum Measure for that Business Line For Private Passenger Auto and Commercial Auto: 1 + (Company Growth Rate – Market Growth Rate – 2.00) Example:: Private Passenger Auto Company Growth Rate = 2.50%;Private 2.50%; Private Passenger Auto Market Growth Rate = 0.10%;Performance 0.10%; Performance Score = 1 + (2.50 - 0.10 - 2.00) = 1.40 For Homeowners Multiple Peril: 1 + ((Company Growth Rate – Market Growth Rate – 3.507.00)/ 2) Example:Homeowners Multiple Peril Company Growth Rate = 8.009.00%; Homeowners Multiple Peril Market Growth Rate = 4.00%Performance 1.50%Performance score = 1+(8.00 - 4.00 - 3.501+((9.00-1.50-7.00)/2.00) = 1.50 1.25 If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by exactly the Target Measure for that Business Line 1.00 (i.e., Target Performance Score) If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by less than the Target Measure for that Business Line (Company Growth Rate – Market Growth Rate) / Target Measure for that Business Line Example:: Homeowners Multiple Peril Company Growth Rate = 613%; Homeowners Multiple Peril Market Growth Rate = 4%;Performance 10%;Performance Score = ((6.00 – 4.00) / 3.5013–10)/7.00) = 0.57 0.43 If the Company Growth Rate for the Business Line is equal to or less than the Market Growth Rate for that Business Line Zero (ii) The Target Measure and Maximum Measure for each Business Line is as follows: Private Passenger Auto 2 percentage points 3.5 percentage points Commercial Auto 2 percentage points 3.5 percentage points Homeowners Multiple Peril 3.5 7 percentage points 5 10 percentage points (iii) The resulting performance score for each of the Business Lines will then be multiplied by a weighting factor, which shall be a fraction or decimal equivalent, determined by dividing the Earned Premiums generated by such Business Line during the Growth Period by the Earned Premiums generated by all of the Business Lines in the aggregate during the Growth Period to produce a weighted performance score. Subject to Paragraph 4(e), the sum of these weighted performance scores will be the performance factor (the “Performance Factor”). The number of Restricted Stock Units vesting will be determined by multiplying the Target Award Units (and any Dividend Equivalent Units) by the Performance Factor. In no event will the Performance Factor be more than 2.50. If the Performance Factor is zero, none of the Award shall vest, and the Award shall be forfeited in its entirety. (iv) For purposes of these determinations: A. Subject to the provisions of Paragraphs 4(c)(iv)B., 4(c)(iv)C. and 4(c)(iv)D. below:

Number of Units Vesting. Provided that the Profitability Requirement has been satisfied, the number of Restricted Stock Units (if any) that vest in connection with the Award will be determined as follows: (i) Performance scores reflecting the i. The Company’s compounded annual rate of growth in Earned Premiums “Written Premiums” (defined below) for the Growth Evaluation Period for the Company’s Private Passenger Auto and Commercial Auto businesses (“Company Growth Rate”) for each of the Company’s (x) Private Passenger Auto, (y) Commercial Auto and (z) Homeowners Multiple Peril businesses (each a “Business Line” and, collectively, the “Business Lines”) will be compared to the compounded annual rate of growth of the Private Passenger Auto and Commercial Auto markets as a whole for the Growth Evaluation Period (the “Market Growth Rate”) of the market for the applicable Business Line), in each case determined as provided below. The performance score for each of Private Passenger AutoIf the Company Growth Rate exceeds the Market Growth Rate, Commercial Auto and Homeowners Multiple Peril will be determined the applicable calculation required by the following calculationtable will determine the number of Restricted Stock Units vesting: If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by the Maximum Measure for that Business Line 3.5 percentage points or more Initial Award Value x 2.50 (i.e., the Maximum Performance ScoreAward Value) If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by more than the Target Measure for that Business Line 3 but less than 3.5 percentage points Initial Award Value x (2.00 + (Company Growth Rate-Market Growth Rate-3.00)) Example: Company Growth Rate = 6.0%; Market Growth Rate = 2.7%; Number of Units vesting will equal Initial Award Value x (2.00 + (6.0 – 2.7 – 3.00)) = Initial Award Value x 2.3 If the Maximum Measure for that Business Line For Private Passenger Auto and Commercial Auto: 1 Company Growth Rate exceeds the Market Growth Rate by more than 2 but less than 3 percentage points Initial Award Value x (1.00 + (Company Growth Rate – Market Growth Rate – 2.00)) Example:Private Passenger Auto : Company Growth Rate = 2.50%;Private Passenger Auto 2.50%; Market Growth Rate = 0.10%;Performance Score = 1 0.10%; Number of Units vesting will equal Initial Award Value x (1.00 + (2.50 - 0.10 - 2.00)) = Initial Award Value x 1.40 For Homeowners Multiple Peril: 1 + (Company Growth Rate – Market Growth Rate – 3.50) Example:Homeowners Multiple Peril Company Growth Rate = 8.00%; Homeowners Multiple Peril Market Growth Rate = 4.00%Performance score = 1+(8.00 - 4.00 - 3.50) = 1.50 If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by exactly the Target Measure for that Business Line 1.00 (i.e., Target Performance Score) 2 percentage points Initial Award Value If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by less than the Target Measure for that Business Line 2 percentage points Initial Award Value x ((Company Growth Rate – Market Growth Rate) / Target Measure for that Business Line 2.00) Example:Homeowners Multiple Peril : Company Growth Rate = 62.50%; Homeowners Multiple Peril Market Growth Rate = 4%;Performance Score = 1.10%; Number of Units vesting will equal Initial Award Value x ((6.00 2.50 – 4.001.10) / 3.502.00) = 0.57 Initial Award Value x 0.70 ii. If the Company Growth Rate for the Business Line is equal to or less than the Market Growth Rate for that Business Line Zero (ii) The Target Measure and Maximum Measure for each Business Line is as follows: Private Passenger Auto 2 percentage points 3.5 percentage points Commercial Auto 2 percentage points 3.5 percentage points Homeowners Multiple Peril 3.5 percentage points 5 percentage points (iii) The resulting performance score for each of Rate, or if the Business Lines will then be multiplied by a weighting factor, which shall be a fraction or decimal equivalent, determined by dividing Profitability Requirement has not been satisfied with respect to the Earned Premiums generated by such Business Line during Award prior to the Growth Period by the Earned Premiums generated by all of the Business Lines in the aggregate during the Growth Period to produce a weighted performance score. Subject to Paragraph 4(e), the sum of these weighted performance scores will be the performance factor (the “Performance Factor”). The number of Restricted Stock Units vesting will be determined by multiplying the Target Award Units (and any Dividend Equivalent Units) by the Performance Factor. In no event will the Performance Factor be more than 2.50. If the Performance Factor is zeroExpiration Date, none of the Award shall vest, and the Award shall be forfeited in its entirety. (iv) iii. For purposes of these determinations: A. Subject to the provisions of Paragraphs 4(c)(iv)B.Subparagraphs B., 4(c)(iv)C. C. and 4(c)(iv)D. D. below:

Number of Units Vesting. Provided that the Profitability Requirement has been satisfied, the number of Restricted Stock Units (if any) that vest in connection with the Award will be determined as follows: (i) Performance scores reflecting the Company’s compounded annual rate of growth in Earned Premiums (defined below) for the Growth Evaluation Period (“Company Growth Rate”) for each of the Company’s (x) Private Passenger Auto, Auto and (y) Commercial Auto and (z) Homeowners Multiple Peril businesses (each a “Business Line” and, collectively, the “Business Lines”) will be compared to the compounded annual rate of growth for the Growth Evaluation Period (the “Market Growth Rate”) of the market for the applicable Business Line, in each case determined as provided below. The performance score for each of Private Passenger Auto, Auto and Commercial Auto and Homeowners Multiple Peril will be determined by the following calculation: If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by the Maximum Measure for that Business Line or more 2.50 2.500 (i.e., the Maximum Performance Score) If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by more than the Target Measure for that Business Line but less than the Maximum Measure for that Business Line For Private Passenger Auto and Commercial Auto: 1 1.000 + (Company Growth Rate – Market Growth Rate – 2.002.000) Example:: Private Passenger Auto Company Growth Rate = 2.50%;Private 2.500%; Private Passenger Auto Market Growth Rate = 0.10%;Performance 0.100%; Performance Score = 1 1.000 + (2.50 2.500 - 0.10 0.100 - 2.002.000) = 1.40 For Homeowners Multiple Peril: 1 + (Company Growth Rate – Market Growth Rate – 3.50) Example:Homeowners Multiple Peril Company Growth Rate = 8.00%; Homeowners Multiple Peril Market Growth Rate = 4.00%Performance score = 1+(8.00 - 4.00 - 3.50) = 1.50 1.400 If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by exactly the Target Measure for that Business Line 1.00 1.000 (i.e., Target Performance Score) If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by less than the Target Measure for that Business Line (Company Growth Rate – Market Growth Rate) / Target Measure for that Business Line Example:Homeowners Multiple Peril : Private Passenger Auto Company Growth Rate = 61.050%; Homeowners Multiple Peril Private Passenger Auto Market Growth Rate = 4%;Performance 0.100%; Performance Score = ((6.00 – 4.001.050 - 0.100) / 3.502.000) = 0.57 0.480 If the Company Growth Rate for the Business Line is equal to or less than the Market Growth Rate for that Business Line Zero0.000 (ii) The Target Measure and Maximum Measure for each Business Line is as follows: Private Passenger Auto 2 percentage points 3.5 percentage points Commercial Auto 2 percentage points 3.5 percentage points Homeowners Multiple Peril 3.5 percentage points 5 percentage points (iii) The resulting performance score for each of the Business Lines will then be multiplied by a weighting factor, which shall be a fraction or decimal equivalent, determined by dividing the Earned Premiums generated by such Business Line during the Growth Period by the Earned Premiums generated by all of the Business Lines in the aggregate during the Growth Period to produce a weighted performance score. Subject to Paragraph 4(e), the sum of these weighted performance scores will be the performance factor (the “Performance Factor”). The number of Restricted Stock Units vesting will be determined by multiplying the Target Award Units (and any Dividend Equivalent Units) by the Performance Factor. In no event will the Performance Factor be more than 2.50. If the Performance Factor is zero0.00, none of the Award shall vest, and the Award shall be forfeited in its entirety. (iv) For purposes of these determinations: A. Subject to the provisions of Paragraphs 4(c)(iv)B., 4(c)(iv)B. and 4(c)(iv)C. and 4(c)(iv)D. below:

Number of Units Vesting. Provided that the Profitability Requirement has been satisfied, the number of Restricted Stock Units (if any) that vest in connection with the Award will be determined as follows: (i) Performance scores reflecting the Company’s compounded annual rate of growth in Earned Premiums (defined below) for the Growth Evaluation Period (“Company Growth Rate”) for each of the Company’s (x) Private Passenger Auto, Auto and (y) Commercial Auto and (z) Homeowners Multiple Peril businesses (each a “Business Line” and, collectively, the “Business Lines”) will be compared to the compounded annual rate of growth for the Growth Evaluation Period (the “Market Growth Rate”) of the market for the applicable Business Line, in each case determined as provided below. The performance score for each of Private Passenger Auto, Auto and Commercial Auto and Homeowners Multiple Peril will be determined by the following calculation: If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by the Maximum Measure for that Business Line or more 2.50 (i.e., the Maximum Performance Score) If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by more than the Target Measure for that Business Line but less than the Maximum Measure for that Business Line For Private Passenger Auto and Commercial Auto: 1 + (Company Growth Rate – Market Growth Rate – 2.00) Example:: Private Passenger Auto Company Growth Rate = 2.50%;Private 2.50%; Private Passenger Auto Market Growth Rate = 0.10%;Performance 0.10%; Performance Score = 1 + (2.50 - 0.10 - 2.00) = 1.40 For Homeowners Multiple Peril: 1 + (Company Growth Rate – Market Growth Rate – 3.50) Example:Homeowners Multiple Peril Company Growth Rate = 8.00%; Homeowners Multiple Peril Market Growth Rate = 4.00%Performance score = 1+(8.00 - 4.00 - 3.50) = 1.50 If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by exactly the Target Measure for that Business Line 1.00 (i.e., Target Performance Score) If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by less than the Target Measure for that Business Line (Company Growth Rate – Market Growth Rate) / Target Measure for that Business Line Example:Homeowners Multiple Peril : Private Passenger Auto Company Growth Rate = 61.05%; Homeowners Multiple Peril Private Passenger Auto Market Growth Rate = 4%;Performance 0.10%; Performance Score = ((6.00 – 4.001.05 - 0.10) / 3.502.00) = 0.57 0.48 If the Company Growth Rate for the Business Line is equal to or less than the Market Growth Rate for that Business Line Zero (ii) The Target Measure and Maximum Measure for each Business Line is as follows: Private Passenger Auto 2 percentage points 3.5 percentage points Commercial Auto 2 percentage points 3.5 percentage points Homeowners Multiple Peril 3.5 percentage points 5 percentage points (iii) The resulting performance score for each of the Business Lines will then be multiplied by a weighting factor, which shall be a fraction or decimal equivalent, determined by dividing the Earned Premiums generated by such Business Line during the Growth Period by the Earned Premiums generated by all of the Business Lines in the aggregate during the Growth Period to produce a weighted performance score. Subject to Paragraph 4(e), the sum of these weighted performance scores will be the performance factor (the “Performance Factor”). The number of Restricted Stock Units vesting will be determined by multiplying the Target Award Units (and any Dividend Equivalent Units) by the Performance Factor. In no event will the Performance Factor be more than 2.50. If the Performance Factor is zero, none of the Award shall vest, and the Award shall be forfeited in its entirety. (iv) For purposes of these determinations: A. Subject to the provisions of Paragraphs 4(c)(iv)B., 4(c)(iv)C. and 4(c)(iv)D. below:

Number of Units Vesting. Provided that the Profitability Requirement has been satisfied, the number of Restricted Stock Units (if any) that vest in connection with the Award will be determined as follows: (i) Performance scores reflecting the i. The Company’s compounded annual rate of growth in Earned Premiums “Written Premiums” (defined below) for the Growth Evaluation Period for the Company’s Private Passenger Auto and Commercial Auto businesses (“Company Growth Rate”) for each of the Company’s (x) Private Passenger Auto, (y) Commercial Auto and (z) Homeowners Multiple Peril businesses (each a “Business Line” and, collectively, the “Business Lines”) will be compared to the compounded annual rate of growth of the Private Passenger Auto and Commercial Auto markets as a whole for the Growth Evaluation Period (the “Market Growth Rate”) of the market for the applicable Business Line), in each case determined as provided below. The performance score for each of Private Passenger AutoIf the Company Growth Rate exceeds the Market Growth Rate, Commercial Auto and Homeowners Multiple Peril will be determined the applicable calculation required by the following calculationtable will determine the number of Restricted Stock Units vesting: If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by the Maximum Measure for that Business Line 3 percentage points or more 2.50 Initial Award Value x 2.00 (i.e., the Maximum Performance ScoreAward Value) If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by more than the Target Measure for that Business Line 2 but less than the Maximum Measure for that Business Line For Private Passenger Auto and Commercial Auto: 1 3 percentage points Initial Award Value x (1.00 + (Company Growth Rate – Market Growth Rate – 2.00)) Example:Private Passenger Auto : Company Growth Rate = 2.50%;Private Passenger Auto 2.50%; Market Growth Rate = 0.10%;Performance Score = 1 0.10%; Number of Units vesting will equal Initial Award Value x (1.00 + (2.50 - 0.10 - 2.00)) = Initial Award Value x 1.40 For Homeowners Multiple Peril: 1 + (Company Growth Rate – Market Growth Rate – 3.50) Example:Homeowners Multiple Peril Company Growth Rate = 8.00%; Homeowners Multiple Peril Market Growth Rate = 4.00%Performance score = 1+(8.00 - 4.00 - 3.50) = 1.50 If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by exactly the Target Measure for that Business Line 1.00 (i.e., Target Performance Score) 2 percentage points Initial Award Value If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by less than the Target Measure for that Business Line 2 percentage points Initial Award Value x ((Company Growth Rate – Market Growth Rate) / Target Measure for that Business Line 2.00) Example:Homeowners Multiple Peril : Company Growth Rate = 62.50%; Homeowners Multiple Peril Market Growth Rate = 4%;Performance Score = 1.10%; Number of Units vesting will equal Initial Award Value x ((6.00 2.50 – 4.001.10) / 3.502.00) = 0.57 Initial Award Value x 0.70 ii. If the Company Growth Rate for the Business Line is equal to or less than the Market Growth Rate for that Business Line Zero (ii) The Target Measure and Maximum Measure for each Business Line is as follows: Private Passenger Auto 2 percentage points 3.5 percentage points Commercial Auto 2 percentage points 3.5 percentage points Homeowners Multiple Peril 3.5 percentage points 5 percentage points (iii) The resulting performance score for each of Rate, or if the Business Lines will then be multiplied by a weighting factor, which shall be a fraction or decimal equivalent, determined by dividing Profitability Requirement has not been satisfied with respect to the Earned Premiums generated by such Business Line during Award prior to the Growth Period by the Earned Premiums generated by all of the Business Lines in the aggregate during the Growth Period to produce a weighted performance score. Subject to Paragraph 4(e), the sum of these weighted performance scores will be the performance factor (the “Performance Factor”). The number of Restricted Stock Units vesting will be determined by multiplying the Target Award Units (and any Dividend Equivalent Units) by the Performance Factor. In no event will the Performance Factor be more than 2.50. If the Performance Factor is zeroExpiration Date, none of the Award shall vest, and the Award shall be forfeited in its entirety. (iv) iii. For purposes of these determinations: A. Subject to the provisions of Paragraphs 4(c)(iv)B.Subparagraphs B., 4(c)(iv)C. C. and 4(c)(iv)D. D. below: