Transition & Separation Agreement and Addendum, dated March 18, 2024, by and between United Fire & Casualty Company and Robert Cataldo

Exhibit 10.1

TRANSITION & SEPARATION AGREEMENT

This Transition and Separation Agreement ("Agreement") is being entered into by and between United Fire & Casualty Company (together with its subsidiaries, affiliates, successors and assigns, the "Company") and Robert Cataldo, who is employed by Company as its Chief Investment & Strategy Officer ("Executive"). Company and Executive are hereafter referred to as the “Parties.”

RECITALS

WHEREAS, the Company has made the strategic decision to outsource its investment management functions, and desires the professional collaboration and assistance of Executive in this effort;

WHEREAS, the Parties have agreed that, subject to this Agreement, Executive shall continue his employment with Company until no later than May 24, 2024, with his Last Working Day being March 22, 2024, in connection with assisting and effecting an orderly transition of Executive’s duties and responsibilities;

WHEREAS, this Agreement addresses the terms and conditions of Executive’s employment with Company during the Transition Period, as well as transition and severance benefits.

AGREEMENT

NOW, THEREFORE, in consideration of these recitals and mutual promises herein contained, the Company and Executive agree as follows:

The Executive hereby generally and completely releases the Company and its current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released Parties”) from any and all claims, liabilities, and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or on the date that Executive signs this Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: any and all claims, known or unknown, arising in any manner whatsoever, or in any way related to Executive’s employment with the Company, including but not limited to claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act (and ADA Amendments Act), the Family and Medical Leave Act, the Age Discrimination in Employment Act, the applicable state civil rights act and any other federal, state, or local law prohibiting age, race, color, gender, creed, religion, sexual orientation, gender identity, genetic information, national origin, mental or physical disability, veteran status, federal or state common law or statutory claims for discrimination, wrongful termination, wage claims of any nature (including without limitation any claims for salary, wages, vacation pay, sick pay or bonus that may be legally waived and released), expenses owed, tort, breach of contract, defamation, retaliation, and any other law, order or regulation pertaining to employment or discrimination in employment. The identification of specific statutes is for the purpose of example only and the omission of any specific statute or law shall not limit the scope of this general release in any manner. Executive specifically waives any right to become, and promises not to become, a member of any class in any proceeding or case in which any such claim or cause of action against one or more Released Parties may arise, in whole or in part, from any event which occurred on or before the date of this Agreement. Executive acknowledges that the additional consideration being provided by this Agreement is expressly conditioned upon his execution of this Agreement. Executive does not waive any claims for unemployment benefits for which he may be eligible.

Additionally, in consideration of, and as a condition to, the Executive’s receipt of the Severance Benefits provided for in Paragraph 3, the Executive shall execute and deliver to the Company a release of claims in substantially the same form as the Initial Release (the “Second Release” and together with the Initial Release, the “Releases”), by 5:00 p.m. (CT) on the Separation Date, and shall not revoke such Second Release during the seven (7)-day period after the Second Release is executed and delivered to the Company. The Agreement shall not become effective until after the revocation period has passed. Executive understands that if Executive revokes this Agreement, the Company will owe Executive no Severance Benefits under this Agreement. The Company will have no obligation to perform the obligations hereunder until the period specified above has passed, without the written revocation of this Agreement by Executive delivered to Sarah Madsen, VP, Chief Legal Officer, 118 Second Avenue SE, Cedar Rapids, IA 52401, or her designee.

Nothing in this Agreement prevents Executive from filing a charge or complaint with or from participating in an investigation or proceeding conducted by any federal, state, or local agency charged with the enforcement of any employment laws, although by signing this Agreement, Executive is waiving any right to individual relief based on claims asserted in such a charge or complaint. This Agreement does not prohibit or restrict Executive from initiating communications or filing claims directly with the Securities Exchange Commission (“SEC”) or any other self-regulatory organization or any other state or federal regulatory authority.

Please return signed and dated Agreement to Sarah Madsen, VP Chief Legal Officer, by March 16, 2024.

EXHIBIT A

SECOND RELEASE

DO NOT SIGN UNTIL ON OR AFTER THE SEPARATION DATE

In consideration for the benefits set forth in his Transition and Separation Agreement dated _________________, to which this form is attached, Robert Cataldo (“Executive”) hereby furnishes United Fire & Casualty Company (the “Company”), with the following release and waiver of claims (the “Second Release”).

Release. Executive hereby generally and completely releases the Company and its current and former directors, officers, employees, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released Parties”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or on the date that Executive signs this Agreement (collectively, the “Released Claims”).

The Released Claims include, but are not limited to: any and all claims, known or unknown, arising in any manner whatsoever, or in any way related to Executive’s employment with the Company, including but not limited to claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act (and ADA Amendments Act), the Family and Medical Leave Act, the Age Discrimination in Employment Act (“ADEA”), the applicable state civil rights act and any other federal, state, or local law prohibiting age, race, color, gender, creed, religion, sexual orientation, gender identity, genetic information, national origin, mental or physical disability, veteran status, federal or state common law, or statutory claims for discrimination, wrongful termination, wage claims of any nature (including without limitation any claims for salary, wages, vacation pay, sick pay or bonus that may be legally waived and released), expenses owed, tort, breach of contract, defamation, retaliation, and any other law, order, or regulation pertaining to employment or discrimination in employment. The identification of specific statutes is for the purpose of example only and the omission of any specific statute or law shall not limit the scope of this general release in any manner. Executive specifically waives any right to become, and promises not to become, a member of any class in any proceeding or case in which any such claim or cause of action against one or more Released Parties may arise, in whole or in part, from any event which occurred on or before the date of this Agreement. Executive acknowledges that the additional consideration being provided by this Agreement is expressly conditioned upon his execution of this Agreement. Executive does not waive any claims for unemployment benefits for which he may be eligible.

Waiver of Certain Rights and Claims. Executive acknowledges that, among other rights, he is waiving and releasing any rights he may have under ADEA, that this Second Release is knowing and voluntary, and that the consideration given for this Release is in addition to anything of value to which Executive was already entitled as an executive of the Company. Executive further acknowledges that he has been advised that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Second Release is executed; (b) he should consult with an attorney prior to executing this Release; and (c) he has 45 days from receipt of this Second Release in which to consider the terms herein (although he may not execute it until the Separation Date); (d) he has 7 days following the execution of this Release to revoke his consent to this Second Release; and (e) this Second Release shall not be effective until the 7 day revocation period has expired unexercised.

This Release constitutes the complete, final and exclusive embodiment of the entire Agreement between the Company and Executive with regard to the subject matter hereof. Executive is not relying on any promise or representation by the Company that is not expressly stated herein. This Second Release may only be modified by a writing signed by both the Executive and a duly authorized officer of the Company.

ADDENDUM TO TRANSITION & SEPARATION AGREEMENT

This Addendum to Transition & Separation Agreement (“Addendum”) supplements the Transition and Separation Agreement dated January 31, 2024 (“Agreement”) by and between United Fire & Casualty Company (together with its subsidiaries, affiliates, successors and assigns, the "Company") and Robert Cataldo, who is employed by Company as its Chief Investment & Strategy Officer ("Executive"). Company and Executive are hereafter referred to as the “Parties.”

RECITALS

WHEREAS, pursuant to the Agreement, Executive was to continue his employment with Company until no later than May 24, 2024, with his Last Working Day being March 22, 2024, in connection with assisting and effecting an orderly transition of Executive’s duties and responsibilities;

WHEREAS, the Parties wish to extend the Separation Date, as defined in the Agreement, to be no later than June 30, 2024, the Transition Period to end no later than April 30, 2024, and Executive’s Last Working Day to be no later than April 30, 2024.

WHEREAS, this Addendum sets forth the terms of the extended Separation Date, Transition Period, and Last Working Day.

NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Executive and the Company, the Parties hereby agree as follows:

That the definition of “Separation Date,” as set forth in Paragraph 1.b. of the Agreement, is hereby amended and restated in its entirety to read:

“Separation Date” means the earliest to occur of (i) June 30, 2024, (ii) the date that Executive is terminated for cause, or (iii) the date that Executive resigns from the Company.

That the definition of “Transition Period,” as set forth in Paragraph 1.c. of the Agreement, is hereby amended and restated in its entirety to read:

“Transition Period” means the period beginning on the Presentment Date and ending on April 30, 2024, unless during this time the Executive is terminated for cause or resigns from the Company, either of which would immediately terminate the Transition Period.

That the definition of “Last Working Day,” as set forth in Paragraph 1.d. of the Agreement, is hereby amended and restated in its entirety to read:

“Last Working Day” means the earliest to occur of (i) April 30, 2024, (ii) the date that Executive is terminated for cause, or (iii) the date Executive resigns from the Company.

That Executive’s duties during the Transition Period, as set forth in Paragraph 2.a. of the Agreement, shall specifically include the requirement for the Executive to complete a historical background and current strategic assessment of each of the Company’s alternative assets. Further, Executive will provide transition support for these alternative assets, including assistance with financial statement valuation for each of these assets as of March 31, 2024 through April 30, 2024. All other terms set forth in Paragraph 2.a. of the Agreement remain unchanged.

That in consideration of Executive’s extension of his Last Working Day to April 30, 2024 and the completion of the duties described in this Addendum, the Company Transition Period Bonus Payment amount, as set forth in Paragraph 2.d. of the Agreement, shall be increased from $150,000 to $200,000. All other terms set forth in Paragraph 2.d. of the Agreement remain unchanged.

All capitalized terms used but not otherwise defined herein shall have the meaning assigned to them in the Agreement. Except as expressly amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the Parties have executed this Addendum as of the dates set forth beneath their names below, effective for all purposes as provided above.