SELECTIVE INSURANCE GROUP, INC. RESTRICTED STOCK UNIT AGREEMENT
Exhibit
10.1
SELECTIVE
INSURANCE GROUP, INC.
2005
OMNIBUS STOCK PLAN
This
RESTRICTED STOCK UNIT AGREEMENT (the “Restricted Stock
Unit
Agreement”) is made and entered into as of [DATE] (the “Date of
Grant”), by
and between Selective Insurance Group, Inc., a New Jersey corporation (the
“Company”) and
[EMPLOYEE] (the “Recipient”).
WHEREAS,
the Salary and Employee Benefits Committee (the “Committee”) of the
Board of Directors of the Company (the “Board”) has approved
the grant of Restricted Stock Units pursuant to the Selective Insurance Group,
Inc. 2005 Omnibus Stock Plan, as amended (the “Plan”), as
hereinafter defined, to the Recipient as set forth below;
NOW,
THEREFORE, in consideration of the covenants and agreements herein contained,
and intending to be legally bound hereby, the parties agree as
follows:
1.
Definitions. Capitalized
terms which are not defined herein shall have the meanings set forth in the
Plan.
2.
Grant of Restricted
Stock Units. The Company hereby grants to the Recipient an
award of [NUMBER] Restricted Stock Units, subject to all of the terms and
conditions of this Restricted Stock Unit Agreement and the Plan.
3.
Lapse of
Restrictions. All Restricted Stock Units shall vest as set
forth in this Section 3, and, except as herein provided, shall be forfeited
upon
the Recipient’s termination of employment with the Company and all its
Subsidiaries. The Restricted Stock Units shall become vested
if:
(a)
the Recipient is employed by the Company or any Subsidiary as of the applicable
anniversary date set forth below (the “Vesting Date”); and
(b)
[satisfaction of performance goals].
Notwithstanding the foregoing,
the
Restricted Stock Units shall not be forfeited if the Recipient terminates
employment with the Company and all its Subsidiaries prior to the Vesting
Date
solely as a result of the Recipient’s death, termination of employment on or
after “Early Retirement Age” or “Normal Retirement Age,” as each is defined in
the Retirement Income Plan for Selective Insurance Company of America (the
“Retirement Income
Plan”), or “Total Disability” as defined in the Retirement Income
Plan. However, except where the Recipient dies
while still employed by the
Company or a Subsidiary, the Recipient shall not vest in any of his Restricted
Stock Units unless the performance goals set forth in paragraph (b) are
satisfied.
| Date | Percentage Vested | |
| [Third anniversary of the Date of Grant] | [100%]1 |
4.
Dividend
Equivalents. Following the vesting of a Restricted Stock Unit,
the Recipient shall also be entitled to receive the Fair Market Value of
that
number of shares of Company Stock that would have been payable had the aggregate
dividends paid with respect to a share of Company Stock during the period
commencing on the date of grant of the Restricted Stock Unit and terminating
on
the date on which the Recipient is entitled to settlement of such Restricted
Stock Unit pursuant to Section 6 of this Restricted Stock Unit Agreement
(that
is, on the Vesting Date, the Recipient’s date of death, the Recipient’s
Separation from Service or the first business day following the expiration
of
six months following the Recipient’s Separation from Service, as applicable)
been immediately reinvested in Company Stock on the dividend payment
date. All such dividend equivalents shall be subject to the same
vesting and forfeiture requirements as apply to the Restricted Stock Units,
and
shall be paid to the Recipient in shares of Company Stock (with any fractional
shares paid in cash) in accordance with, and at the same time as, settlement
of
the vested Restricted Stock Units to which they are related.
5.
Restrictions on
Transfer. The Restricted Stock Units may not be sold,
assigned, hypothecated, pledged or otherwise transferred or encumbered in
any
manner except (i) by will or the laws of descent and distribution or (ii)
as may
be permitted by the Committee pursuant to Section 22(c) of the
Plan.
6.
Settlement of
Restricted Stock Units.
(a) Subject to
the provisions of Section 15 of the Plan and this Section 6, the Company
shall
deliver to the Recipient (or, if applicable, the Recipient’s Designated
Beneficiary or legal representative) that number of shares of Company Stock
as
is equal to the number of Restricted Stock Units covered by this Restricted
Stock Unit Agreement that have become vested and nonforfeitable as soon as
administratively practicable after the Vesting Date but in no event later
than
the end of the calendar year in which the Vesting Date occurs.
(b)
Notwithstanding paragraph (a) of this Section 6, if the Recipient dies prior
to
the Vesting Date while still employed by the Company or any of its Subsidiaries,
then the Recipient shall be immediately vested in all his Restricted Stock
Units
and the Company shall deliver to the Recipient (or, if applicable, the
Recipient’s Designated Beneficiary or legal representative) that number of
shares of Company Stock as is equal to the number of Restricted Stock Units
covered by this Restricted Stock Unit Agreement as soon as administratively
practicable after the Recipient’s death, but in no event later than the end of
the calendar year in which such death occurs.
1
[Actual
dates and vesting percentages to be determined by the Committee at the time
of
grant.]
2
(c) If the
Recipient is (or is reasonably expected to be) a “covered employee” within the
meaning of Section 162(m) of the Code for the calendar year in which delivery
of
Company Stock and/or payment of dividend equivalents would ordinarily be
made to
the Recipient, the Company may delay delivery to the Recipient of that portion
of the shares of Company Stock and/or the payment of that portion of the
dividend equivalents for which the Company reasonably believes that Section
162(m) of the Code will preclude the Company from taking a compensation expense
deduction, until the Recipient’s “separation from service,” as such term is
defined in Section 409A of the Code and Treas. Reg. Section 1.409A-1(h),
from
the Company (“Separation from Service”). Notwithstanding the
foregoing, if the Recipient is a “specified employee,” as such term is defined
in Section 409A of the Code and Treas. Reg. Section 1.409A-1(i), of the Company
at the time of his Separation from Service, then such delayed delivery of
Company Stock or payment of dividend equivalents shall be made on the first
business day following the expiration of six months following the Recipient’s
Separation from Service.
7.
No Rights as a
Shareholder. Until shares of Company Stock are issued, if at
all, in satisfaction of the Company’s obligations under this Restricted Stock
Unit Agreement, the Recipient shall have no rights as a
shareholder.
8.
Notices.
Any notice required or permitted under this Restricted Stock Agreement shall
be
deemed given when delivered personally, or when deposited in a United States
Post Office, postage prepaid, addressed, as appropriate, to the Recipient
either
at the Recipient’s address as last known by the Company or such other address as
the Recipient may designate in writing to the Company.
9.
Securities Laws
Requirements. The Company shall not be obligated to transfer any
shares of Company Common Stock issued in settlement of this Restricted Stock
Unit grant from the Recipient to another party, if such transfer, in the
opinion
of counsel for the Company, would violate the Securities Act of 1933, as
amended
from time to time (or any other federal or state statutes having similar
requirements as may be in effect at that time). Further, the Company
may require as a condition of transfer of any shares to the Recipient that
the
Recipient furnish a written representation that he or she is holding the
shares
for investment and not with a view to resale or distribution to the
public.
10.
Protections Against
Violations of Constituent Documents. No purported sale, assignment,
mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in
trust
(voting or other) or other disposition of, or creation of a security interest
in
or lien on, any of the shares of Company Stock deliverable following the
vesting
of the Restricted Stock Units by any holder thereof in violation of the
provisions of the Certificate of Incorporation or the By-Laws of the Company,
shall be valid, and the Company will not transfer any of said shares of Company
Stock on its books nor will the holder of any of said Company Stock be entitled
to vote, nor will any dividends be paid thereon, unless and until there has
been
full compliance with said provisions to the satisfaction of the
Company. The foregoing restrictions are in addition to and not in
lieu of any other remedies, legal or equitable, available to enforce said
provisions.
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11.
Taxes. The
obligations of the Company under this Restricted Stock Unit Agreement shall
be
conditional on satisfaction of the Company’s legal tax withholding obligations
and, unless the Recipient has made alternative arrangements satisfactory
to the
Company with respect to such tax withholding obligations, the Company will
(1)
withhold from the shares of Company Stock otherwise deliverable hereunder
such
number of shares as it determines is necessary to satisfy all applicable
withholding tax obligations in respect of such shares, or (2) to the extent
permitted by law, deduct any such taxes from any payment of any kind otherwise
due to the Recipient by the Company.
12.
Failure to Enforce
Not
a Waiver. The failure of the Company to enforce at any time any
provision of this Restricted Stock Agreement shall in no way be construed
to be
a waiver of such provision or of any other provision hereof.
13.
Governing
Law. This Restricted Stock Unit Agreement shall be governed by and
construed according to the laws of the State of New Jersey without regard
to its
principles of conflict of laws.
14.
Amendments.
Except as otherwise provided in Section 16, this Restricted Stock Unit Agreement
may be amended or modified at any time only by an instrument in writing signed
by each of the parties hereto.
15.
Survival of
Terms. This Restricted Stock Unit Agreement shall apply to and bind
the Recipient and the Company and their respective permitted assignees and
transferees, heirs, legatees, executors, administrators and legal
successors.
16.
Agreement Not
a
Contract for Services. Neither the grant of Restricted Stock Unit,
the execution of this Restricted Stock Unit Agreement nor any other action
taken
pursuant to this Restricted Stock Unit Agreement shall constitute or be evidence
of any agreement or understanding, express or implied, that the Recipient
has a
right to continue to provide services as an officer, director, employee or
consultant of the Company for any period of time or at any specific rate
of
compensation.
17.
Severability.
If a provision of this Restricted Stock Unit Agreement is held invalid by
a
court of competent jurisdiction, the remaining provisions will nonetheless
be
enforceable according to their terms. Further, if any provision is
held to be over broad as written, that provision shall be amended to narrow
its
application to the extent necessary to make the provision enforceable according
to applicable law and enforced as amended.
18.
Incorporation
of Plan;
Acknowledgment. The Restricted Stock Unit Award is granted pursuant
to the Plan, and the Restricted Stock Units and this Restricted Stock Unit
Agreement are in all respects governed by the Plan and subject to all of
the
terms and provisions thereof, whether such terms and provisions are incorporated
in this Restricted Stock Unit Agreement by reference or are expressly
cited. By signing this Restricted Stock Agreement, the Recipient
acknowledges having received and read a copy of the Plan.
4
IN WITNESS
WHEREOF, the
parties hereto have executed and delivered this Restricted Stock Unit Agreement
on the day and year first above written.
| SELECTIVE INSURANCE GROUP, INC. | |
| By: | |
| Title: | |
| [EMPLOYEE] | |
| [CURRENT DATE] |
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