EXECUTIVE CHANGE OF CONTROL AGREEMENTExecutive Change of Control Agreement • March 1st, 2017 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This Executive Change of Control Agreement (this “Agreement”) is made as of December 1, 2015 (the “Effective Date”), by and among State Auto Financial Corporation, an Ohio corporation (“State Auto Financial”), State Auto Property and Casualty Insurance Company, an Iowa-domiciled insurance company (“State Auto P&C”), State Automobile Mutual Insurance Company, an Ohio-domiciled mutual insurance company (“State Auto Mutual”), and Paul M. Stachura (“Executive”). State Auto Financial, State Auto P&C, State Auto Mutual and each of their respective insurer subsidiaries and affiliates, present and future, are hereinafter collectively referred to as “State Auto.”
RESTRICTED STOCK AGREEMENT UNDER THERestricted Stock Agreement • March 1st, 2017 • State Auto Financial CORP • Fire, marine & casualty insurance
This Restricted Stock Agreement (this “Agreement”) is made as of September 15, 2015 (the “Award Date”). The Compensation Committee of the Board of Directors of State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby awards to Paul M. Stachura (the “Awardee”) 4,430 common shares, without par value, of the Company (the “Restricted Shares”). The Restricted Shares are awarded pursuant to the terms of the Company’s 2009 Equity Incentive Compensation Plan (the “Plan”) and shall be subject to all of the provisions of the Plan, which are hereby incorporated herein by reference, and shall be subject to the following provisions of this Agreement. Capitalized terms used in this Agreement which are not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
