Common use of Retention Benefits Clause in Contracts

Retention Benefits. As an incentive to continue in the employ of the Companies after the Merger and to provide PROASSURANCE and EASTERN knowledge and experience in the business of worker’s compensation insurance and in consideration for the termination of the Executive Agreement, Executive shall be eligible for the following retention incentive payments (the “Retention Payments”). (a) PROASSURANCE shall cause EASTERN to pay Executive the cash sum of $300,000 six months after the Effective Date. (b) Subject to the vesting requirements set forth herein, PROASSURANCE shall cause EASTERN to pay the Executive the following cash payments as herein provided: (i) $300,000 shall vest and become payable to Executive as herein provided on the first anniversary of the Effective Date (the “First Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the First Vesting Date; and (ii) $300,000 shall vest and become payable to Executive as herein provided on the second anniversary of the Effective Date (the “Second Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the Second Vesting Date; and (iii) $300,000 shall vest and become payable to Executive as herein provided on the third anniversary of the Effective Date (the “Third Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the Third Vesting Date. Payment of the amounts required under this Section 4(b) shall be made to Executive on the Companies second payroll date immediately following the date of vesting, but in no event later than seventy-five (75) days after the end of the year in which the vesting occurs. Each Retention Payment shall be made in cash and shares of Common Stock with the cash portion being approximately 50% of the amount of each Retention Payment. The value of the shares of the Common Stock shall be the Fair Market Value as defined under the Plan of the shares on the applicable vesting date. (c) If Executive’s employment is terminated by the Companies without Cause or if Executive terminates employment with the Companies for Good Reason, the payments to be made under Section 4(b) that have not vested on or before the Date of Termination shall become 100% vested and shall be paid to Executive in cash in accordance with Section 5(a)(i) hereof. If Executive’s employment is terminated by reason of death or Disability, the payments to be made under Section 4(b) hereof that have not vested on or before the Date of Termination shall become 100% vested and shall be paid in a lump sum to Executive, or the Executive’s beneficiary, upon on the second payroll date immediately following the Executive’s Date of Termination due to death or Disability, but in no event later than seventy-five (75) days after the end of the year in which the Executive’s Date of Termination occurs. If Executive’s employment with the Companies is terminated for Cause or Executive terminates his employment with the Companies without Good Reason, the payments under Section 4(b) that have not vested on or before the Date of Termination shall be forfeited and the Company shall have no obligation to make any further payments to the Executive under Section 4(b). (d) The payments to be made to the Executive under this Section 4 shall be in addition to and not in limitation of the Executive’s Annual Base Salary and the annual performance based compensation and long term incentive compensation under the employee benefit plans of the Companies in which the Executive is eligible to participate.

Retention Benefits. As an incentive to continue in the employ of the Companies after the Merger and to provide PROASSURANCE and EASTERN knowledge and experience in the business of worker’s compensation insurance and in consideration for the termination of the Executive Agreement, Executive shall be eligible for the following retention incentive payments (the “Retention Payments”). (a) PROASSURANCE shall cause EASTERN to pay Executive the cash sum of $300,000 25,000 six months after the Effective Date. (b) Subject to the vesting requirements set forth herein, PROASSURANCE shall cause EASTERN to pay the Executive the following cash payments as herein provided: (i) $300,000 25,000 shall vest and become payable to Executive as herein provided on the first anniversary of the Effective Date (the “First Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the First Vesting Date; and (ii) $300,000 50,000 shall vest and become payable to Executive as herein provided on the second anniversary of the Effective Date (the “Second Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the Second Vesting Date; and (iii) $300,000 100,000 shall vest and become payable to Executive as herein provided on the third anniversary of the Effective Date (the “Third Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the Third Vesting Date. Payment of the amounts required under this Section 4(b) shall be made to Executive on the Companies second payroll date immediately following the date of vesting, but in no event later than seventy-five (75) days after the end of the year in which the vesting occurs. Each Retention Payment shall be made in cash and shares of Common Stock with the cash portion being approximately 50% of the amount of each Retention Payment. The value of the shares of the Common Stock shall be the Fair Market Value as defined under the Plan of the shares on the applicable vesting date. (c) If Executive’s employment is terminated by the Companies without Cause or if Executive terminates employment with the Companies for Good Reason, the payments to be made under Section 4(b) that have not vested on or before the Date of Termination shall become 100% vested and shall be paid to Executive in cash in accordance with Section 5(a)(i) hereof. If Executive’s employment is terminated by reason of death or Disability, the payments to be made under Section 4(b) hereof that have not vested on or before the Date of Termination shall become 100% vested and shall be paid in a lump sum to Executive, or the Executive’s beneficiary, upon on the second payroll date immediately following the Executive’s Date of Termination due to death or Disability, but in no event later than seventy-five (75) days after the end of the year in which the Executive’s Date of Termination occurs. If Executive’s employment with the Companies is terminated for Cause or Executive terminates his employment with the Companies without Good Reason, the payments under Section 4(b) that have not vested on or before the Date of Termination shall be forfeited and the Company shall have no obligation to make any further payments to the Executive under Section 4(b). (d) The payments to be made to the Executive under this Section 4 shall be in addition to and not in limitation of the Executive’s Annual Base Salary and the annual performance based compensation and long term incentive compensation under the employee benefit plans of the Companies in which the Executive is eligible to participate.

Retention Benefits. As an incentive to continue in the employ of the Companies after the Merger and to provide PROASSURANCE and EASTERN knowledge and experience in the business of worker’s compensation insurance and in consideration for the termination of the Executive Agreement, Executive shall be eligible for the following retention incentive payments (the “Retention Payments”). (a) PROASSURANCE shall cause EASTERN to pay Executive the cash sum of $300,000 six months after the Effective Date. (b) . Subject to the vesting requirements set forth herein, PROASSURANCE shall cause EASTERN to pay the Executive the following cash payments as herein provided: (ia) $300,000 25,000 shall vest and become payable to Executive as herein provided on the first anniversary of the Effective Date (the “First Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the First Vesting Date; and (iib) $300,000 50,000 shall vest and become payable to Executive as herein provided on the second anniversary of the Effective Date (the “Second Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the Second Vesting Date; and (iiic) $300,000 50,000 shall vest and become payable to Executive as herein provided on the third anniversary of the Effective Date (the “Third Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the Third Vesting Date. Payment of the amounts required under this Section 4(b) 4 shall be made to Executive on the Companies second payroll date immediately following the date of vesting, but in no event later than seventy-five (75) days after the end of the year in which the vesting occurs. Each Retention Payment shall be made in cash and shares of Common Stock with the cash portion being approximately 50% of the amount of each Retention Payment. The value of the shares of the Common Stock shall be the Fair Market Value as defined under the Plan of the shares on the applicable vesting date. (cd) If Executive’s employment is terminated by the Companies without Cause or if Executive terminates employment with the Companies for Good Reason, the payments to be made under this Section 4(b) 4 that have not vested on or before the Date of Termination shall become 100% vested and shall be paid to Executive in cash in accordance with Section 5(a)(i) hereof. If Executive’s employment is terminated by reason of death or Disability, the payments to be made under Section 4(b) hereof that have not vested on or before the Date of Termination shall become 100% vested and shall be paid in a lump sum to Executive, or the Executive’s beneficiary, upon on the second payroll date immediately following the Executive’s Date of Termination due to death or Disability, but in no event later than seventy-five (75) days after the end of the year in which the Executive’s Date of Termination occurs. If Executive’s employment with the Companies is terminated for Cause or Executive terminates his employment with the Companies without Good Reason, the payments under Section 4(b) 4 that have not vested on or before the Date of Termination shall be forfeited and the Company shall have no obligation to make any further payments to the Executive under Section 4(b)4. (de) The payments to be made to the Executive under this Section 4 shall be in addition to and not in limitation of the Executive’s Annual Base Salary and the annual performance based compensation and long term incentive compensation under the employee benefit plans of the Companies in which the Executive is eligible to participate.

Retention Benefits. As an incentive to continue in the employ of the Companies after the Merger and to provide PROASSURANCE and EASTERN knowledge and experience in the business of worker’s compensation insurance and in consideration for the termination of the Executive Agreement, Executive shall be eligible for the following retention incentive payments (the “Retention Payments”). (a) PROASSURANCE shall cause EASTERN to pay Executive the cash sum of $300,000 100,000 six months after the Effective Date. (b) Subject to the vesting requirements set forth herein, PROASSURANCE shall cause EASTERN to pay the Executive the following cash payments as herein provided: (i) $300,000 100,000 shall vest and become payable to Executive as herein provided on the first anniversary of the Effective Date (the “First Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the First Vesting Date; and (ii) $300,000 200,000 shall vest and become payable to Executive as herein provided on the second anniversary of the Effective Date (the “Second Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the Second Vesting Date; and (iii) $300,000 200,000 shall vest and become payable to Executive as herein provided on the third anniversary of the Effective Date (the “Third Vesting Date”) if the Executive has been continuously employed with the Companies from the Effective Date through and including the Third Vesting Date. Payment of the amounts required under this Section 4(b) shall be made to Executive on the Companies second payroll date immediately following the date of vesting, but in no event later than seventy-five (75) days after the end of the year in which the vesting occurs. Each Retention Payment shall be made in cash and shares of Common Stock with the cash portion being approximately 50% of the amount of each Retention Payment. The value of the shares of the Common Stock shall be the Fair Market Value as defined under the Plan of the shares on the applicable vesting date. (c) If Executive’s employment is terminated by the Companies without Cause or if Executive terminates employment with the Companies for Good Reason, the payments to be made under Section 4(b) that have not vested on or before the Date of Termination shall become 100% vested and shall be paid to Executive in cash in accordance with Section 5(a)(i) hereof. If Executive’s employment is terminated by reason of death or Disability, the payments to be made under Section 4(b) hereof that have not vested on or before the Date of Termination shall become 100% vested and shall be paid in a lump sum to Executive, or the Executive’s beneficiary, upon on the second payroll date immediately following the Executive’s Date of Termination due to death or Disability, but in no event later than seventy-five (75) days after the end of the year in which the Executive’s Date of Termination occurs. If Executive’s employment with the Companies is terminated for Cause or Executive terminates his employment with the Companies without Good Reason, the payments under Section 4(b) that have not vested on or before the Date of Termination shall be forfeited and the Company shall have no obligation to make any further payments to the Executive under Section 4(b). (d) The payments to be made to the Executive under this Section 4 shall be in addition to and not in limitation of the Executive’s Annual Base Salary and the annual performance based compensation and long term incentive compensation under the employee benefit plans of the Companies in which the Executive is eligible to participate.

Retention Benefits. As an incentive to continue in the employ of the Companies after the Merger and to provide PROASSURANCE and EASTERN knowledge and experience in the business of worker’s compensation insurance Transaction and in consideration for the termination of the Executive Agreement, Executive shall be eligible for the following retention incentive payments (the “Retention Payments”)payments. (a) PROASSURANCE ProAssurance shall cause EASTERN Medmarc to pay Executive the cash sum of $300,000 six months after 200,000 on the Effective Date. (b) Subject to the vesting requirements set forth herein, PROASSURANCE ProAssurance shall cause EASTERN Medmarc to pay the Executive the following cash payments as herein provided: (i) $300,000 200,000 shall vest and become payable to Executive as herein provided on the first anniversary last day of the sixth whole calendar month immediately following the Effective Date (the “"First Vesting Date”") if the Executive has been continuously employed with the Companies from the Effective Date through and including the First Vesting Date; and (ii) $300,000 200,000 shall vest and become payable to Executive as herein provided on the second first anniversary of the Effective Date (the “"Second Vesting Date”") if the Executive has been continuously employed with the Companies from the Effective Date through . and including the Second Vesting Date; and (iii) $300,000 200,000 shall vest and become payable to Executive as herein provided on the third anniversary last day of the eighteenth whole calendar month immediately following the Effective Date (the “"Third Vesting Date”") if the Executive has been continuously employed with the Companies from the Effective Date through and including the Third Vesting Date; and (iv) $190,000 shall vest and become payable to Executive as herein provided on the second anniversary of the Effective Date (the "Fourth Vesting Date") if the Executive has been continuously employed with the Companies from the Effective Date through and including the Fourth Vesting Date. Payment of the amounts required under this Section 4(b) shall be made to Executive on the . Companies second payroll date immediately following the date of vesting, but in no event later than seventy-five (75) days after the end of the year in which the vesting occurs. Each Retention Payment shall be made in cash and shares of Common Stock with the cash portion being approximately 50% of the amount of each Retention Payment. The value of the shares of the Common Stock shall be the Fair Market Value as defined under the Plan of the shares on the applicable vesting date. (c) If Executive’s 's employment is terminated by the Companies without Cause or if Executive terminates employment with the Companies for Good Reason, the payments to be made under this Section 4(b) that have not vested on or before the Date of Termination shall become 100% vested and shall be paid to Executive in cash in accordance with Section 5(a)(i) hereof. If Executive’s employment is terminated by reason of death or Disability, the payments to be made under Section 4(b) hereof that have not vested on or before the Date of Termination shall become 100% vested and shall be paid in a lump sum to Executive, or the Executive’s beneficiary, upon on the second payroll date immediately following the Executive’s Date of Termination due to death or Disability, but in no event later than seventy-five (75) days after the end of the year in which the Executive’s Date of Termination occurs. If Executive’s 's employment with the Companies is terminated for Cause or Executive terminates his employment with the Companies without Good Reasonany other reason, the payments under this Section 4(b) that have not vested on or before the Date of Termination shall be forfeited and the Company shall have no obligation to make any further payments to the Executive under this Section 4(b). (dc) The payments to be made to the Executive under this Section 4 shall be in addition to and not in limitation of the Executive’s 's Annual Base Salary and the annual performance based compensation and long term incentive compensation under the employee benefit plans of the Companies in which the Executive is eligible to participate.