Performance Grants. (a) The Committee may make Performance Grants to
any employee. Outside Directors shall not eligible employees of Dominion or a Dominion Company and Performance Grants may be
eligible for Performance Grants. A Performance Grant is an award that is denominated in cash (rather than Company Stock or units limited to Participants whose compensation may be subject to the provisions of
Company Stock), and which entitles a Participant to receive a payment based on the attainment of Performance Goals. Co...de section 162(m). Each Performance Grant shall contain the Performance Goals for the award, including the Performance Criteria (for Covered Employees) or other performance measures, Criteria, the target and maximum amounts payable and such any other terms and conditions of as are applicable to the Performance Grant. As The terms of a Performance Grant may be set forth in Dominion's Annual Incentive Plan (AIP) or in any other plan or agreement that is identified by the Committee as containing the terms and conditions applicable to each Covered Employee, each a Performance Grant. Each Performance Grant shall be granted and administered to comply with the requirements of Code Section section 162(m). The terms In the event of any conflict between a Performance Grant may be set forth in an annual or long-term bonus or incentive plan and the Plan, the terms of Markel or a Subsidiary. the Plan shall govern. (b) The Committee shall establish the Performance Criteria and Performance Goals for Performance Grants. Grants and the weighting of the Performance Goals. The Committee may vary the Performance Criteria, Performance Goals and weightings from Participant to Participant, Performance Grant to Performance Grant and Plan Year to Plan Year. The Committee may increase, but not decrease, any Performance Goal during a Plan Year. (c) The Committee shall determine the extent to which any Performance Criteria (for Covered Employees) or other performance measures shall be used and weighted in determining Performance Grants. The Performance Goals establish for any each Performance Grant for a Covered Employee the amount of cash or Company Stock payable at specified levels of achievement of the Performance Goals. Any Performance Grant shall be made not later than 90 days after the start of the period for which the Performance Grant relates and shall be made before prior to the completion of 25 percent of such period, at a time when achievement 25% of the goal is substantially uncertain. The Committee may adjust Performance Goals as it deems necessary or appropriate during or after a performance period to reflect unusual or nonrecurring gains and losses, accounting charges or other extraordinary and unforeseen events; provided, however, the Committee may increase, but not decrease, any Performance Goal after the deadlines set forth in the preceding sentence for any Covered Employee. (c) Unless otherwise provided in the Performance Grant, the employee must remain continuously employed with Markel or a Subsidiary through the last day of the applicable performance period in order to be eligible to receive payment under the award; provided, however, the Committee may provide for accelerated vesting or payment of a Performance Grant upon such events as the Committee deems appropriate, including without limitation a Participant's death, Disability, Retirement or Early Retirement or the occurrence of a Change in Control; provided further, however, the Committee shall not provide for accelerated vesting or payment upon a Covered Employee's Retirement, Early Retirement or other termination of employment (other than due to death or Disability) unless the Performance Grant will be based on actual performance through the date of Retirement or Early Retirement or through the end of the otherwise applicable performance period. (d) Performance Grants may be payable in cash, shares of Company Stock or both. The Committee shall establish for each Performance Grant the amount of Company Stock or cash payable at specified levels of performance, based on the Performance Goal for each Performance Criterion (for Covered Employees) or other performance measures. The Committee shall make all All determinations regarding the achievement of any Performance Goals. For Covered Employees, Goals will be made by the Committee. The Committee may not increase during a Plan Year the amount of cash or Company Common Stock that would otherwise be payable upon achievement of the Performance Goal or Goals. The Committee Goals but may reduce the amount of or eliminate the any payments 7 otherwise due to any employee under as provided in a Performance Grant in its discretion, except as otherwise provided in the Performance Grant. (e) (d) The actual payments to a Participant under a Performance Grant will be calculated by applying based on the level of achievement of the Performance Criteria (for Covered Employees) Goal or other performance measures to Goals under the Performance Goal. The Committee shall make all award. All calculations of actual payments shall be made by the Committee and the Committee shall certify in writing the extent, if any, to which the Performance Goals have been met for met. (e) Performance Grants may be paid in cash, Company Stock or both, at the time or times as are provided in the Performance Grant. A Performance Grant payable in cash may allow a Covered Employee. Participant to elect to receive a payment in Restricted Stock or RSUs with a greater Fair Market Value than the cash award, subject to such terms and conditions as the Committee may determine, as provided in Section 9 below. A Participant shall not have any rights as a shareholder with respect to a Performance Grant payable in shares of Company Stock unless and until the shares have been issued.
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