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. The Company’s compounded annual rate of growth in “Written Premiums” (defined below) for the Growth Evaluation Period for the Company’s Private Passenger Auto and Commercial Auto businesses (“Company Growth Rate”) 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 (“Market Growth Rate”), in each case determined as provided below. If the Company Growth Rate exceeds the Market Growth Rate, the applicable calculation required by the following table will determine the number of Restricted Stock Units vesting: If the Company Growth Rate exceeds the Market Growth Rate by 3.5 percentage points or more Initial Award Value x 2.50 (i.e., the Maximum Award Value) If the Company Growth Rate exceeds the Market Growth Rate by more than 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 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: Company Growth Rate = 2.50%; Market Growth Rate = 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 If the Company Growth Rate exceeds the Market Growth Rate by exactly 2 percentage points Initial Award Value If the Company Growth Rate exceeds the Market Growth Rate by less than 2 percentage points Initial Award Value x ((Company Growth Rate – Market Growth Rate) / 2.00) Example: Company Growth Rate = 2.50%; Market Growth Rate = 1.10%; Number of Units vesting will equal Initial Award Value x ((2.50 – 1.10) / 2.00) = Initial Award Value x 0.70 ii. If the Company Growth Rate is equal to or less than the Market Growth Rate, or if the Profitability Requirement has not been satisfied with respect to the Award prior to the Expiration Date, none of the Award shall vest, and the Award shall be forfeited in its entirety. iii. For purposes of these determinations: A. Subject to the provisions of Subparagraphs B., C. and 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. The Company’s compounded annual rate of growth in “Written Premiums” (defined below) for the Growth Evaluation Period for the Company’s Private Passenger Auto and Commercial Auto businesses (“Company Growth Rate”) 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 (“Market Growth Rate”), in each case determined as provided below. If the Company Growth Rate exceeds the Market Growth Rate, the applicable calculation required by the following table will determine the number of Restricted Stock Units vesting: If the Company Growth Rate exceeds the Market Growth Rate by 3.5 3 percentage points or more Initial Award Value x 2.50 2.00 (i.e., the Maximum Award Value) If the Company Growth Rate exceeds the Market Growth Rate by more than 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 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: Company Growth Rate = 2.50%; Market Growth Rate = 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 If the Company Growth Rate exceeds the Market Growth Rate by exactly 2 percentage points Initial Award Value If the Company Growth Rate exceeds the Market Growth Rate by less than 2 percentage points Initial Award Value x ((Company Growth Rate – Market Growth Rate) / 2.00) Example: Company Growth Rate = 2.50%; Market Growth Rate = 1.10%; Number of Units vesting will equal Initial Award Value x ((2.50 – 1.10) / 2.00) = Initial Award Value x 0.70 ii. If the Company Growth Rate is equal to or less than the Market Growth Rate, or if the Profitability Requirement has not been satisfied with respect to the Award prior to the Expiration Date, none of the Award shall vest, and the Award shall be forfeited in its entirety. iii. For purposes of these determinations: A. Subject to the provisions of Subparagraphs B., C. and 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. The (i) Performance scores reflecting the Company’s compounded annual rate of growth in “Written Premiums” Earned 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. If the Company Growth Rate exceeds the Market Growth RateThe performance score for each of Private Passenger Auto, the applicable calculation required Commercial Auto and Homeowners Multiple Peril will be determined by the following table will determine the number of Restricted Stock Units vestingcalculation: If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by 3.5 percentage points the Maximum Measure for that Business Line or more Initial Award Value x 2.50 (i.e., the Maximum Award ValuePerformance Score) If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by more than 3 the Target Measure for that Business Line but less than 3.5 percentage points Initial Award Value x (2.00 + (Company Growth Rate-Market Growth Rate-3.00)) Examplethe Maximum Measure for that Business Line For Private Passenger Auto and Commercial Auto: 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 Company Growth Rate exceeds the Market Growth Rate by more than 2 but less than 3 percentage points Initial Award Value x (1.00 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%; Number of Units vesting will equal Initial Award Value x (1.00 Performance Score = 1 + (2.50 - 0.10 - 2.00)) = Initial Award Value x 1.40 For Homeowners Multiple Peril: 1 + ((Company Growth Rate – Market Growth Rate – 7.00)/ 2) Example:Homeowners Multiple Peril Company Growth Rate = 9.00%; Homeowners Multiple Peril Market Growth Rate = 1.50%Performance score = 1+((9.00-1.50-7.00)/2.00) = 1.25 If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by exactly 2 percentage points Initial Award Value 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 2 percentage points Initial Award Value x (the Target Measure for that Business Line (Company Growth Rate – Market Growth Rate) / 2.00) Target Measure for that Business Line Example: Homeowners Multiple Peril Company Growth Rate = 2.5013%; Homeowners Multiple Peril Market Growth Rate = 1.10%; Number of Units vesting will equal Initial Award Value x 10%;Performance Score = ((2.50 – 1.10) / 2.0013–10)/7.00) = Initial Award Value x 0.70 ii. 0.43 If the Company Growth Rate for the Business Line is equal to or less than the Market Growth RateRate 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 7 percentage points 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 if decimal equivalent, determined by dividing the Profitability Requirement has not been satisfied with respect 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 prior to Units (and any Dividend Equivalent Units) by the Expiration DatePerformance 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. iii. (iv) For purposes of these determinations: A. Subject to the provisions of Subparagraphs B.Paragraphs 4(c)(iv)B., C. 4(c)(iv)C. and D. 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. The (i) Performance scores reflecting the Company’s compounded annual rate of growth in “Written Premiums” Earned 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. If the Company Growth Rate exceeds the Market Growth RateThe performance score for each of Private Passenger Auto, the applicable calculation required Commercial Auto and Homeowners Multiple Peril will be determined by the following table will determine the number of Restricted Stock Units vestingcalculation: If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by 3.5 percentage points the Maximum Measure for that Business Line or more Initial Award Value x 2.50 (i.e., the Maximum Award ValuePerformance Score) If the Company Growth Rate for the Business Line exceeds the Market Growth Rate by more than 3 the Target Measure for that Business Line but less than 3.5 percentage points Initial Award Value x (2.00 + (Company Growth Rate-Market Growth Rate-3.00)) Examplethe Maximum Measure for that Business Line For Private Passenger Auto and Commercial Auto: 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 Company Growth Rate exceeds the Market Growth Rate by more than 2 but less than 3 percentage points Initial Award Value x (1.00 1 + (Company Growth Rate – Market Growth Rate – 2.00)) Example: :Private Passenger Auto Company Growth Rate = 2.50%; 2.50%;Private Passenger Auto Market Growth Rate = 0.10%; Number of Units vesting will equal Initial Award Value x (1.00 0.10%;Performance Score = 1 + (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 2 percentage points Initial Award Value 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 2 percentage points Initial Award Value x (the Target Measure for that Business Line (Company Growth Rate – Market Growth Rate) / 2.00) Target Measure for that Business Line Example: :Homeowners Multiple Peril Company Growth Rate = 2.506%; Homeowners Multiple Peril Market Growth Rate = 1.10%; Number of Units vesting will equal Initial Award Value x 4%;Performance Score = ((2.50 6.00 – 1.104.00) / 2.003.50) = Initial Award Value x 0.70 ii. 0.57 If the Company Growth Rate for the Business Line is equal to or less than the Market Growth RateRate 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 if decimal equivalent, determined by dividing the Profitability Requirement has not been satisfied with respect 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 prior to Units (and any Dividend Equivalent Units) by the Expiration DatePerformance 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. iii. (iv) For purposes of these determinations: A. Subject to the provisions of Subparagraphs B.Paragraphs 4(c)(iv)B., C. 4(c)(iv)C. and D. 4(c)(iv)D. below: