SELECTIVE INSURANCE GROUP, INC. CASH INCENTIVE PLAN CASH INCENTIVE UNIT AWARD AGREEMENT
Exhibit 10.14c
This CASH INCENTIVE UNIT AWARD AGREEMENT (“Agreement”) is made and entered into as of [DATE],
pursuant to the Selective Insurance Group, Inc. Cash Incentive Plan (the “Plan”) 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 cash incentive units (each a
“Cash Unit”), as described in 2 below (the “Award”) pursuant to the Plan 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 meaning
set forth in the Plan. If any provision of this Agreement conflicts with any provision of the Plan,
(as determined in the sole discretion of the Committee) the Plan shall govern.
2. Grant of Cash Units; Initial Value. The Company hereby grants to the Recipient,
pursuant to the Plan on the date set forth above, an Award of [NUMBER] Cash Units. Each Cash Unit
granted hereunder shall have an initial value of one hundred dollars ($100). The number of Cash
Units deemed ultimately earned at the end of the Performance Period hereunder may increase or
decrease from the initial number of Cash Units awarded as described in 4(b)(ii) below. The final
value of each Cash Unit shall be adjusted to reflect the percentage increase or decrease of the
total shareholder return on the common stock of the Company, as set forth in 4(b)(i) below.
3. Payment of Cash Units.
(a) The payment for this Award which the Committee determines, in writing, to be earned
pursuant to Section 4 shall, subject to the provisions of this Section 3, Section 4 and Section 5,
be paid in cash by the Company on a date (the “Payment Date”) as soon as practicable in the
calendar year following the end of the calendar year coincident with the end of the Performance
Period described in Section 4(a).
(b) Deferral. The Recipient may, notwithstanding the provisions of Section 3(a) above, by
election filed with the Company under the Selective Insurance Company of America Deferred
Compensation Plan (or any successor plan or program), and on a form acceptable to the Committee or
its designee, not later than the date six months immediately prior to the end of the Performance
Period and subject to such terms and conditions as the Committee may specify, to have any payment
that may become due in respect of this Award deferred until such later time as shall be specified
in such election.
4. Vesting and Performance Criteria.
(a) Performance Period. The Performance Period for this Award shall commence on [Date
to be determined by Committee] and end on [Date to be determined by Committee].
(b) Performance
Goals. The Performance Goals for the Performance Period
are:
[Performance Goals to be determined by the Committee]
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5. Termination of Employment.
(a) Recipient must be employed by the Company or one of its subsidiaries as of the Payment
Date provided that, if the Recipient’s employment is terminated prior to such Payment Date by
reason of death, retirement 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, “Total
Disability” as such is defined in the aforementioned Retirement Income Plan, or for
any other reason with the express consent of the Committee, the Award shall be payable at the
same time and pursuant to the same terms and conditions had the Recipient continued employment
through the Payment Date.
(b) The transfer between the Company and a subsidiary of the Company or between such
subsidiaries shall not be considered a termination of employment.
(c) In the event of the Recipient’s termination of employment prior to the Payment Date,
except as provided in this Section 5 or in Section 6, the Recipient shall have no right to any
payment hereunder.
6. Change in Control. Notwithstanding anything in Section 5, in the event a Change in
Control (as defined in the Selective Insurance Group, Inc. 2005 Omnibus Stock Plan) occurs, the
Award, if not previously forfeited pursuant to Section 5, shall become non-forfeitable, the number
of cash units deemed earned shall be 150% of the initial number of Cash Units awarded hereunder and
the value of each Cash Unit shall be determined as of the date of the Change in Control. The
payment of the Award so determined shall be made to the Recipient within thirty (30) days of the
Change in Control.
7. Adjustment in Capitalization. In the event that the Committee shall determine that
any stock dividend, stock split, share combination, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares,
warrants or rights offering to purchase the Company’s common stock at a price substantially below
fair market value, or other similar corporate event affects the Company’s common stock such that an
adjustment is required in order to preserve, or to prevent the
enlargement of, the benefits or potential benefits intended to be made available under this
Award, then the Committee shall, in its sole discretion, and in such manner as the Committee may
deem equitable, adjust any or all of the number of Cash Units or calculations with respect to
determining the achievement of Performance Goals subject to this Award.
8. Notice. Any notice required or permitted to be given to the Company hereunder
shall be addressed to Selective Insurance Group, Inc., Attention: Corporate Secretary, 00 Xxxxxxx
Xxxxxx, Xxxxxxxxxxx, XX 00000; any notice required or permitted to be given hereunder to the
Recipient shall be deemed given when delivered personally, or when deposited with 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. Failure to Enforce Not a Waiver. The failure of the Company to enforce at any time
any provision of this Agreement shall in no way be construed to be a waiver of such provision or of
any other provision hereof.
10. Amendments. This Agreement may be amended or modified only by an instrument in
writing signed by each of the parties hereto.
11. Survival of Terms. This 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.
12. Severability. If a provision of this 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 overbroad 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.
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13. Incorporation of Plan; Acknowledgment. This Agreement is granted pursuant to the
Plan, and is 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 Agreement by reference or are
expressly cited. By signing this Agreement, the Recipient acknowledges having received and read a
copy of the Plan.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Cash Incentive Unit
Award Agreement on the day and year first above written.
| SELECTIVE INSURANCE GROUP, INC. | ||||
| By: | ||||
| Title: | ||||
| [EMPLOYEE] | ||||
| CURRENT DATE | ||||
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