EXECUTIVE CHANGE OF CONTROL AGREEMENTExecutive Change of Control Agreement • February 28th, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This Executive Change of Control Agreement (this “Agreement”) is made as of October 26, 2017 (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 Gregory A. Tacchetti (“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.”
STATE AUTO FINANCIAL CORPORATIONDeferred Stock Unit Award Agreement • February 28th, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance
State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby grants to the employee of the Company named herein (the “Participant”) the following Deferred Stock Unit Award (“Deferred Stock Units”) pursuant to the terms and conditions of the State Auto Financial Corporation 2017 Long-Term Incentive Plan (the “Plan”), and this Time Based Deferred Stock Unit Award Agreement (this “Award Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This Employment Agreement (this “Agreement”) is made as of November 28, 2017, 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 Michael E. LaRocco (“Executive”). State Auto Financial, State Auto P&C, State Auto Mutual and each of their respective subsidiaries and affiliates, present and future, are hereinafter collectively referred to as “State Auto.”
STATE AUTO FINANCIAL CORPORATIONPau Award Agreement • February 28th, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance
State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby grants to the undersigned employee of the Company (the “Participant”) the following PAU Award (the “PAU’s”) pursuant to the terms and conditions of the State Auto Financial Corporation 2017 Long-Term Incentive Plan (the “Plan”), and this PAU Award Agreement (this “Award Agreement”).
STATE AUTO FINANCIAL CORPORATIONPerformance Unit Award Agreement • February 28th, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance
State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby grants to the undersigned employee of the Company (the “Participant”) the following Performance Units Award (“Performance Units”) pursuant to the terms and conditions of the State Auto Financial Corporation 2017 Long-Term Incentive Plan (the “Plan”), and this Performance Unit Award Agreement (this “Award Agreement”).
STATE AUTO FINANCIAL CORPORATION TIME BASED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 28th, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance
State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby grants to the employee of the Company named herein (the “Participant”) the following Restricted Stock Award (“Restricted Stock”) pursuant to the terms and conditions of the State Auto Financial Corporation 2017 Long-Term Incentive Plan (the “Plan”), and this Time Based Restricted Stock Award Agreement (this “Award Agreement”).
FIRST AMENDMENT to MANAGEMENT AND OPERATIONS AGREEMENT AMENDED AND RESTATED As of January 1, 2015Management and Operations Agreement • February 28th, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance
This First Amendment (“First Amendment”) to the Management and Operations Agreement Amended and Restated as of January 1, 2015 (the 2015 Management Agreement”), is attached to and hereby expressly made a part of said 2015 Management Agreement by and among
STATE AUTO FINANCIAL CORPORATION PERFORMANCE BASED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 28th, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance
State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby grants to the employee of the Company named herein (the “Participant”) the following Restricted Stock Award (“Restricted Stock”) pursuant to the terms and conditions of the State Auto Financial Corporation 2017 Long-Term Incentive Plan (the “Plan”), and this Performance Based Restricted Stock Award Agreement (this “Award Agreement”).
STATE AUTO FINANCIAL CORPORATION PERFORMANCE BASED DEFERRED STOCK UNIT AWARD AGREEMENTDeferred Stock Unit Award Agreement • February 28th, 2018 • State Auto Financial CORP • Fire, marine & casualty insurance
State Auto Financial Corporation, an Ohio corporation (the “Company”), hereby grants to the employee of the Company named herein (the “Participant”) the following Deferred Stock Unit Award (“Deferred Stock Units”) pursuant to the terms and conditions of the State Auto Financial Corporation 2017 Long-Term Incentive Plan (the “Plan”), and this Performance Based Deferred Stock Unit Award Agreement (this “Award Agreement”).
