National Interstate CORP Sample Contracts

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Purchase Agreement • November 23rd, 2004 • National Interstate CORP • Fire, marine & casualty insurance • New York
PREAMBLE
Underwriting Management Agreement • September 24th, 2004 • National Interstate CORP • Ohio
AGREEMENT AND PLAN OF MERGER by and among GREAT AMERICAN INSURANCE COMPANY, GAIC ALLOY, INC. and NATIONAL INTERSTATE CORPORATION Dated as of July 25, 2016
Agreement and Plan of Merger • July 26th, 2016 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

THIS AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2016 (this “Agreement”), by and among Great American Insurance Company, an Ohio corporation (“Parent”), GAIC Alloy, Inc., an Ohio corporation (“Merger Sub” and, together with Parent, “Purchasers”) and National Interstate Corporation, an Ohio corporation (the “Company”).

NATIONAL INTERSTATE CORPORATION RESTRICTED SHARES AGREEMENT
National Interstate Corporation Restricted Shares Agreement • March 14th, 2007 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This Agreement (the “Agreement”) is made as of March 12, 2007 (the “Date of Grant”) by and between National Interstate Corporation, an Ohio corporation (the “Company”) and David W. Michelson (the “Grantee”) and is being executed contemporaneously with an Employment Agreement between the Company and the Grantee.

EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • March 14th, 2007 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This Employment and Non-Competition Agreement (this “Agreement”) is made this 12th day of March, 2007 but effective as of January 1, 2007 by and between National Interstate Corporation (“NIC”) and David W. Michelson (“Michelson”).

EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • December 21st, 2015 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This Employment and Non-Competition Agreement (“Agreement”) is effective this 21st day of December 2015 (“Effective Date”) by and between National Interstate Corporation (“NATL”) and David W. Michelson, the current Chief Executive Officer of NATL (“Michelson”).

AMENDED AND RESTATED EMPLOYEE RETENTION AGREEMENT
Employee Retention Agreement • January 4th, 2008 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This Agreement is between National Interstate Insurance Agency, Inc. (“Corporation”) and David W. Michelson, a key employee and executive of the Corporation, (“Executive”).

EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • March 14th, 2007 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This Employment and Non-Competition Agreement (this “Agreement”) is made this 12th day of March, 2007 by and between National Interstate Corporation (“NIC”) and Alan R. Spachman (“Spachman”).

STOCK PURCHASE AGREEMENT between TRIUMPHE INSURANCE HOLDINGS LLC, Seller, and NATIONAL INTERSTATE INSURANCE COMPANY, Purchaser Dated as of September 30, 2005
Stock Purchase Agreement • November 8th, 2005 • National Interstate CORP • Fire, marine & casualty insurance • Pennsylvania

This Stock Purchase Agreement (this “Agreement”), dated as of September 30, 2005, is made by and between Triumphe Insurance Holdings LLC, a Delaware limited liability company (“Seller”), and National Interstate Insurance Company, an Ohio corporation (“Purchaser”).

AGREEMENT
Agreement • July 7th, 2014 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This Agreement (the “Agreement”) is made and entered into among Alan R. Spachman (“Mr. Spachman”), National Interstate Corporation (“National Interstate”), American Financial Group, Inc. (“AFG”), and Great American Insurance Company (“Great American”). Mr. Spachman, National Interstate, AFG, and Great American are sometimes referred to herein collectively as the “Parties” or each separately as a “Party”;

NATIONAL INTERSTATE CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • July 1st, 2005 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This Agreement (the “Agreement”) is made as of , 20 (the “Date of Grant”) by and between National Interstate Corporation, an Ohio corporation (the “Company”) and (the “Optionee”).

FIRST AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • January 4th, 2008 • National Interstate CORP • Fire, marine & casualty insurance

This First Amendment to Employment and Non-Competition Agreement (this “Amendment”) is made this 28th day of December, 2007 by and between National Interstate Corporation (“NIC”) and David W. Michelson (“Michelson”). NIC and Michelson are parties to an Employment and Non-Competition Agreement executed on March 12, 2007 and effective as of January 1, 2007 (the “Agreement”). This Amendment amends the Agreement, effective as of January 1, 2008.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 8th, 2013 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This INVESTMENT MANAGEMENT AGREEMENT (“Agreement”), effective October 1, 2012 between American Money Management Corporation (the “Investment Manager”) and National Interstate Insurance Company, National Interstate Insurance Company of Hawaii, Inc., Vanliner Insurance Company and Triumphe Casualty Company (collectively, “Client”).

NATIONAL INTERSTATE CORPORATION STOCK BONUS AGREEMENT
National Interstate Corporation Stock Bonus Agreement • March 14th, 2007 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This Agreement (the “Agreement”) is made as of March 12, 2007 (the “Date of Grant”) by and between National Interstate Corporation, an Ohio corporation (the “Company”) and David W. Michelson (the “Grantee”) and is being executed contemporaneously with an Employment Agreement between the Company and the Grantee.

LETTER AGREEMENT February 18, 2011
Letter Agreement • February 23rd, 2011 • National Interstate CORP • Fire, marine & casualty insurance

Reference is hereby made to that certain Purchase Agreement, dated as of April 26, 2010, as amended (the “Purchase Agreement”), by and among UniGroup, Inc., a Missouri corporation (“Seller”), National Interstate Insurance Company, an Ohio-domiciled insurance company (“Acquiror”), and National Interstate Corporation, an Ohio corporation (“National Interstate”). Capitalized terms used but not otherwise defined in this letter agreement (this “Letter Agreement”) shall have the respective meanings assigned to such terms under the Purchase Agreement, and the Rules of Construction set forth in Section 11.15 of the Purchase Agreement shall apply to this Letter Agreement. This Letter Agreement is being entered into for the purpose of documenting certain agreements among the parties to the Purchase Agreement with respect to the Final Balance Sheet, the Final Tangible Book Value, the Post-Closing Adjustment, the making of an election pursuant to Section 338(h)(10) of the Code as described below a

NATIONAL INTERSTATE CORPORATION INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • July 1st, 2005 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This Agreement (the “Agreement”) is made as of , 20 (the “Date of Grant”) by and between National Interstate Corporation, an Ohio corporation (the “Company”) and (the “Optionee”).

UNDERWRITING AGREEMENT 600,000 Shares of Common Stock, par value $0.01 per share NATIONAL INTERSTATE CORPORATION, THE SELLING SHAREHOLDER and KEYBANC CAPITAL MARKETS INC. September 6, 2007
Underwriting Agreement • September 7th, 2007 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This Lock-Up Letter Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by National Interstate Corporation, an Ohio corporation (the “Company”), a selling shareholder of the Company (the “Selling Shareholder”) and you, with respect to the public offering by the Selling Shareholder (the “Offering”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”).

AMENDMENT
Continuation Agreement • February 13th, 2006 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This amendment is made effective February 8, 2006 to that certain Salary Continuation Agreement effective January 1, 1997 (the “Original Agreement”) between National Interstate Insurance Agency, Inc. (“NIIA”) and David W. Michelson (“Executive”), a key employee and executive of National Interstate Corporation and certain of its subsidiaries (the “Corporation”).

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CREDIT AGREEMENT dated as of November 19, 2012 among NATIONAL INTERSTATE CORPORATION, THE LENDERS PARTY HERETO, FIFTH THIRD BANK, as Administrative Agent, Letter of Credit Issuer, Lead Arranger and Sole Book Runner U.S. BANK NATIONAL ASSOCIATION, as...
Credit Agreement • November 20th, 2012 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This CREDIT AGREEMENT is made and entered into as of November 19, 2012 among NATIONAL INTERSTATE CORPORATION, the LENDERS party hereto, FIFTH THIRD BANK, as Administrative Agent, Letter of Credit Issuer, Lead Arranger and Sole Book Runner, and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent.

EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • December 21st, 2015 • National Interstate CORP • Fire, marine & casualty insurance • Ohio

This Employment and Non-Competition Agreement (“Agreement”) is effective this 21st day of December 2015 (“Effective Date”) by and between National Interstate Corporation (“NATL”) and Anthony J. Mercurio (“Mercurio”).

AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment And • January 4th, 2008 • National Interstate CORP • Fire, marine & casualty insurance

The Employment and Non-Competition Agreement between National Interstate Corporation (“NIC”) and Alan R. Spachman (“Spachman”) dated March 12, 2007 (the “Employment Agreement”) is hereby amended effective as of January 1, 2008 as follows:

AFFINITY AGREEMENT
Affinity Agreement • July 7th, 2010 • National Interstate CORP • Fire, marine & casualty insurance

This Affinity Agreement (this “Agreement”) is made effective as of the 30th day of June, 2010 (the “Effective Date”), by and among UniGroup, Inc. (“UniGroup”), a Missouri corporation, on the one hand, and Vanliner Insurance Company, a Missouri domiciled insurance company, TransProtection Service Company, a Missouri insurance agency (with Vanliner Insurance Company and TransProtection Service Company collectively referred to herein as the “Vanliner Companies”), and National Interstate Insurance Company (“National Interstate”), an Ohio domiciled insurance company, on the other hand.

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