Fourth Amendment to State Auto Financial Corporation Outside Directors Restricted Share Unit Plan

Contract Categories: Human Resources › Bonus & Incentive Agreements
Summary

State Auto Financial Corporation has amended its Outside Directors Restricted Share Unit Plan, effective November 1, 2010. The amendment changes the vesting rules so that outside directors are fully vested in awards after six months of service from the award date. Any amounts credited before November 1, 2010, remain fully vested. Additionally, full vesting occurs immediately if a participant dies or becomes disabled. All other terms of the plan remain unchanged.

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EX-10.89 7 dex1089.htm FOURTH AMENDMENT TO THE OUTSIDE DIRECTORS RESTRICTED SHARE UNIT PLAN Fourth Amendment to the Outside Directors Restricted Share Unit Plan

Exhibit 10.89

FOURTH AMENDMENT

TO THE

OUTSIDE DIRECTORS RESTRICTED SHARE UNIT PLAN

Background Information

 

A.

State Auto Financial Corporation (the “Company”) previously adopted and maintains the Outside Directors Restricted Share Unit Plan (the “Plan”) for the benefit of the Company’s Outside Directors.

 

B.

The Company desires to amend the Plan’s vesting provisions effective November 1, 2010.

 

C.

Section 7.1 of the Plan permits the Company’s Board of Directors to amend the Plan.

Amendment of the Plan

The Plan is hereby amended as follows effective November 1, 2010:

 

1.

Section 4.1 of the Plan is hereby amended in its entirety to read as follows:

4.1 Vesting. A Participant always will be one hundred percent (100%) vested in amounts credited to such Participant’s Account prior to November 1, 2010. Effective for Awards granted on or after November 1, 2010, a Participant will be one hundred percent (100%) vested in amounts credited to such Participant’s Account attributable to such Award upon the completion of six months of service as an Outside Director from the date of the Award. Notwithstanding the foregoing, a Participant will be one hundred percent (100%) vested in the total amount credited to such Participant’s Account upon the Participant’s death or Disability.

 

2.

All other provisions of the Plan shall remain in full force and effect.

 

STATE AUTO FINANCIAL CORPORATION
By:  

/s/ J A Yano

Its:  

Vice President, Secretary and General Counsel

DATE:  

11/9/10