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].
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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
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Restricted
Stock Unit Agreement (Performance Based)
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.
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Date
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Percentage
Vested
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[Third
anniversary of the Date of Grant]
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[100%]1
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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
1 [Actual
dates and
vesting percentages to be determined by the Committee at the time of
grant.]
2
practicable
after the Recipient’s death, but in no event later than the end of the calendar
year in which such death occurs.
(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.
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IN WITNESS
WHEREOF, the parties hereto have executed and delivered this Restricted Stock
Unit Agreement on the day and year first above written.
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SELECTIVE
INSURANCE GROUP, INC.
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By:
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Title:
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[EMPLOYEE]
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[CURRENT
DATE]
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