Dear Mr. Steven E. English: The purpose of this letter is to confirm our understanding with respect to the disposition of your rights under your Termination Benefits Agreement with Meridian Insurance Group, Inc (the “Agreement”). By signing this...Retention Agreement • May 8th, 2007 • State Auto Financial CORP • Fire, marine & casualty insurance
This Retention Payment will be paid to you in the form of $350,000 in cash and $100,000 in options. The $350,000 will be paid to you in five annual payments of $70,000. The first $70,000 payment will be made on June 1, 2004. It is understood that your base salary of $150,000 will not be reduced during the term of the five annual cash installments, by virtue of the Retention Payment installments.
To: Steve Hazelbaker From: Bob Moone Subject: Termination Benefits AgreementTermination Benefits Agreement • May 8th, 2007 • State Auto Financial CORP • Fire, marine & casualty insurance
This Retention Payment will be paid to you in the form of cash, paid in annual installments over a five year period and stock options. 80% of the Retention Payment, which equals $270,000, will be paid in cash, while the other 20% will be paid in the form of a one-time grant of non-qualified stock options with a value equal to $67,500 at the time of issue. This grant will be proposed by the Company to the Compensation Committee of STFC and is subject to their approval. The annual installments of the cash portion of the Retention Payment shall be $54,000. The options granted will vest over five years in 20% increments, with a total option term of 10 years. Aside from the vesting provisions, the terms of the options will be substantially similar to those previously granted to you by the Compensation Committee. The first tranch of options will vest immediately upon their issue.
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • May 8th, 2007 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio
This agreement dated this 29th day of March, 2007 is by and between Stateco Financial Services, Inc. (aka Stateco, Inc.) (“Stateco”), 518 East Broad Street, Columbus, Ohio 43215 and Beacon National Insurance Company, First Preferred Insurance Company, Petrolia Insurance Company, and Beacon Lloyds Insurance Company, 2915 Central Fwy East Drive, Wichita Falls, Texas 76302 (the Beacon Insurance Companies, each of which is referred to hereinafter as the “Company”).
