Fourth Amendment to State Auto Financial Corporation 1991 Stock Option Plan
This amendment, effective March 7, 2008, modifies the State Auto Financial Corporation 1991 Stock Option Plan. It states that the exercise price of any stock option granted under the plan cannot be changed or modified after being granted unless the company's shareholders approve the change. All other terms of the plan remain unchanged. The amendment ensures shareholder oversight for any repricing of stock options.
EXHIBIT 10.1
FOURTH AMENDMENT
TO
STATE AUTO FINANCIAL CORPORATION
1991 STOCK OPTION PLAN
The State Auto Financial Corporation 1991 Stock Option Plan (the “Plan”), as heretofore amended, is hereby further amended in the following particulars:
| §1. | Definitions |
All capitalized terms used in this amendment which are not otherwise defined herein shall have the respective meanings given such terms in the Plan.
| §2. | No Stock Option Repricing without Shareholder Approval |
The exercise price per Share of any Option granted under the Plan shall not be changed or modified after the time such Option has been granted unless such change or modification is made with a the prior approval of the Company’s shareholders.
| §3. | Effective Date; Construction |
The effective date of this amendment is March 7, 2008, and this amendment shall be deemed to be a part of the Plan as of such date. In the event of any inconsistencies between the provisions of the Plan and this amendment, the provisions of this amendment shall control. Except as modified by this amendment, the Plan shall continue in full force and effect without change.
