· | CNA Financial Corporation | | · Max Capital Group Ltd. | | | | Market/Product Group · | | Size Group
| | | | The Chubb Corporation | | Arch Capital Group, Ltd. | Cincinnati Financial Corporation | | Commerce Group, Inc. | CNA Financial Corporation | | Hanover Group | EMC Insurance Group Inc. | | MaxCapital Group Ltd. | Hanover Group | | Mercury General Corporation | | · | Clear Solutions HR Actuarial Salary | · | The Hanover Insurance Group, Inc. | | | Old Republic International Corporation | | | Surveys – Property & Casualty | · | Harleysville Group, Inc. | | Ohio Casualty Corporation | Radian Group Inc. | | | | · | Hartford Financial Services Group | | Old Republic International Corporation | Ohio Casualty CorporationUnitrin, Inc. | | Radian Group Inc. | | · | PMA Capital Corporation | | Unitrin, Inc. | Safeco Corporation | | Zenith National Insurance Corp. | The Travelers Companies, Inc. | | | · | State Auto Financial Corporation | | |
Page 19
Property & Casualty Insurance Compensation Survey
| | | | ACE | | Great American Insurance Group | Acuity | | Hanover Group | Allstate Insurance Company | | Harleysville Group, Inc. | American Family Insurance | | Hartford Financial Services Group | American International Group | | Liberty Mutual Group | Argonaut Group, Inc. | | Main Street America Group | The Auto Club Group | | Mercury General Corporation | Automobile Club of Southern California | | MetLife | California State Automobile Association | | Nationwide | Central Insurance Companies | | Ohio Casualty Corporation | The Chubb Corporation | | OneBeacon Insurance Group, Ltd | CNA Financial Corporation | | PMA Capital Corporation | Country Insurance & Financial Services | | Safeco Corporation | Crum & Forster | | Sentry Insurance | Erie Indemnity Company | | The Travelers Companies, Inc. | Farmers Insurance Group | | State Farm Insurance Company | FBL Financial Group, Inc. | | USAA | Fireman’s Fund Insurance Company | | Utica National Insurance Group | GEICO | | Winterthur North America | GE Insurance | | Zenith National Insurance Corp. | | | Zurich North America |
McLagan Partners Investment Management Survey — Insurance Companies
| | | 40/86 Advisors, Inc | | Mutual of Omaha | Advantus Capital Management, Inc | | Nationwide Insurance | AEGON USA | | New York Life Investment Management LLC | Aetna, Inc. | | Northwestern Mutual Life Insurance Company | AIG Global Investment Group | | OneAmerica Financial Partners | Allianz Life Insurance of North America | | Opus Investment Management (Hanover Ins) | Allianz of America, Inc. | | Pacific Life Insurance Company | Allstate Investments, LLC | | PartnerRe Asset Management Company | Assurant, Inc | | PPM America, Inc. | AVIVA USA (formerly AmerUs) | | Principal Global Investors | AXA Equitable | | Progressive Corporation | The Chubb Corporation | | Prudential Financial | CIGNA Investment Management | | Security Benefit Corporation | Country Insurance & Financial Services | | Sentinel Asset Management, Inc. | CUNA Mutual Group | | Sentry Insurance | FBL Financial Group | | Standard Life Investments (USA) Limited | Fort Washington Investment Advisors, Inc. | | State Farm Insurance Companies | Genworth Financial | | Sun Life Financial | Guardian Life Insurance Company | | Swiss Re | Hartford Investment Management Company | | Thrivent Financial for Lutherans | ING Investment Management | | TIAA-CREF | Liberty Mutual Group | | The Travelers Companies, Inc. | MBIA Asset Management | | USAA Investment Management Company | MEAG New York Corporation (Munich RE) | | | MetLife Investments | | | MFC Global Investment Management | | | Mutual of Omaha | | | Modern Woodmen of America | | |
Page 20
ClearSolutionsHR Actuarial Salary Surveys
| | | ACE INA | | Harleysville Insurance | Acuity | | The Hartford | Aipso | | Insurance Services Office | Allstate Corporation | | Liberty Mutual Group | American Family Insurance | | The Main Street America Group | American International Group | | Mercury Insurance Group | Argonaut Group, Inc. | | MetLife Auto and Homeowners Insurance | Assurant Solutions | | Michigan Education Employees Mutual | Automobile Club Group/AAA Michigan | | Insurance Company | Automobile Club of Southern California | | Munich Reinsurance America, Inc. | California Casualty Management | | Nationwide Insurance | Association | | NCCI Holdings, Inc. | California State Automobile Association | | Ohio Casualty Corporation | The Chubb Corporation | | Pennsylvania National Mutual Casualty | CNA | | Insurance Company | Crum & Forster/US Fire Insurance | | PMA Insurance Group | CUNA Mutual Group | | Safeco Corporation | Employers Mutual Casualty Company | | Selective Insurance Company of America | Erie Insurance Group | | State Farm Insurance Companies | Farmer’s Insurance | | Swiss Reinsurance Company | FBL Financial Group, Inc. | | Towers-Perrin | Fireman’s Fund Insurance Company | | Traveler | GEICO | | United Services Automobile Association | GMAC Motors Insurance Corporation | | White Mountains Reinsurance Services | GM Insurance Management Corporation | | Winterhur U.S. Holdings | GM Reinsurance Corporation | | XL Capital | Great American Insurance Company | | Zurich North America | The Hanover Insurance Group | | |
For named executive officers other than the CEO, the SEBC takes into account the recommendations made by the CEO based on his assessment of each named executive officer’s performanceInformation for the year, continued contributionsMarket/Product Group and the Peer Size Group is gathered from proxy statements filed with the SEC. This information includes data on compensation components and analyses of the overall financial performance of the organizations in each group, and compares Selective’s performance to the company, and potential for advancement. The SEBC gives the CEO’s recommendations significant weightthem. Third party vendor surveys in the evaluation process,property and casualty industry provide supplemental data. As these third party vendor surveys contain competitive market data from companies of various sizes, this information is divided into segments that most accurately reflect the size of our organization. Because we strive to engage the best talent, which may require recruiting from organizations larger than Selective, we look at data from: (i) the overall property and casualty insurance industry; and (ii) organizations with direct written premium of at least $500 million, but final decisions on named executive officer compensation are made by the SEBC. The SEBC also considers the medians of the benchmark groups in addition to pre-established guidelines regarding award amounts, company performance, retention issues, internal compensation parity, advancement in abilities, experience, and responsibilities.less than $2 billion.
Allocation Between Current and Long-Term CompensationPage 26
ALLOCATION BETWEEN CURRENT AND LONG-TERM COMPENSATION
Selective allocates compensation between currently paid components, principally comprised of an establishedamong: (i) a fixed base salary andsalary; (ii) a variable annual cash incentive,incentive; and (iii) a variable long-term component. Together, these three components that link compensation opportunities for executives to both short-term and long-term financial and strategic objectives. The chart below demonstrates the percentage of total compensation for the CEO, Chief Financial Officer, and other NEOs that is short-term compensation (base pay and ACIP) versus long-term incentive program compensation (“LTIP”) and fixed (base pay) versus variable (ACIP and LTIP). In 2009, NEO compensation was above the 50th percentile but within the acceptable range of competitive pay practices. Elements of Current Compensation
NEO | | 2009 Base Pay | | | 2009 ACIP | | | 2009 LTIP | | | 2009 Total Compensation | | Chief Executive Officer | | | 34.0% | | | | 15.1% | | | | 50.9% | | | | 100% | | Chief Financial Officer | | | 40.0% | | | | 24.5% | | | | 35.5% | | | | 100% | | Other NEOs | | | 40.1% | | | | 21.2% | | | | 38.7% | | | | 100% | |
Base Salary Selective’s
Our base salary provides stable, competitive compensation and takes into account the executive’s scope of responsibility, relevant background, training, and experience. The SEBC also considers competitive market data for similar positions and overall market demand for each position. Generally, theThe SEBC generally believes base salaries should be aligned with market trends for executives in similar positions and with similar responsibilities at comparable companies. When establishing the 2008 base salaries of the named executive officers,NEOs, the SEBC considered a number of additional factors, including:also considers: Page 21
| • | · | the functional role of the position; | |
| • | · | the level of responsibility; | |
| • | · | growth of the executive in the role, including skills and competencies; | |
| • | · | the contribution and performance of the executive; and | |
| • | · | the organization’s ability to replace the executive. |
In light of
When determining 2009 base salaries for the CEO and other NEOs, the SEBC also considered the challenging property and casualty insurance business environment, the Company’s overall performance in 2008,Company results, and the competitive positioning of Mr. Murphy’s base salary, Mr. Murphy requested, and the SEBC agreed, for the third consecutive year, not to increase his base salary in 2009. For these same reasons, the base salaries of the CEO and the other named executive officers were not increased for 2009, and will not again be considered forNEOs. Based on these factors, the SEBC decided against an increase until the Company’s common salary review date in 2010. In determining the 2008 base salary for Mr. Murphy, the SEBC considered the overall performance of the organizationCEO and Mr. Murphy’s individual performance, as well as base pay levels of CEOsother NEOs in the benchmark groups. This comparison showed that Mr. Murphy’s base salary remained higher than the medians of the Market/Product Group and Size Group, but more closely aligned with the median of the PCICS group. Consequently, the SEBC concluded that Mr. Murphy’s base salary was appropriately positioned when compared with competitive norms and no salary increase was provided to him in 2008.2009.
In determining the 2008 base salaries for the other named executive officers, based on their contributions to Selective’s growth, reviews of their comprehensive performance appraisals by Mr. Murphy, the potential for voluntary departures and cost and difficulty of replacement, the SEBC approved increases in the 2008 annual base salary rates for Mr. Thatcher from $415,000 to $475,000; Mr. Guthrie from $400,000 to $425,000; and Mr. Zaleski from $390,000 to $400,000. These increases were made in the course of the normal annual performance and salary review process. As Mr. Connell received a salary increase in late 2007 in connection with his appointment as Chief Administrative Officer, no additional salary increase was provided to him in 2008.
Annual Cash Incentive Program Selective’s annual cash incentive program (“ACIP”) is based on near-term strategic and financial organizational goals as well as pre-established individual goals and objectives, and
Our ACIP is intended to link a meaningful portion of annual cash compensation to the achievement of these goals.near-term strategic and financial organizational performance goals and pre-established individual and department performance goals and objectives, in each case as described below. For 2008, most2009, all of Selective’s executives (other than those in the Investment Department), including all of the named executive officers, other than the Chief Investment Officer, whose compensation is described in detail below,NEOs, were eligible to be considered for an annual cash incentive paymentparticipate in the ACIP. ACIP awards are granted under the Selective Insurance Group, Inc. Cash Incentive Plan, which was approved at the 2005 Annual Meeting of Stockholders. Each year, theas amended (the “Cash Incentive Plan”).
The SEBC approves annual financial and strategic and financialperformance goals which, iffor the ACIP. If none of the ACIP goals are achieved, no ACIP payments are made. If ACIP goals are attained, result in the funding of an ACIP award pool.pool is funded. An individual’s ACIP award is based onon: (i) position grade level,level; (ii) corporate achievement of various corporateACIP annual financial and strategic initiativesgoals; and a corporate financial measure established for(iii) the achievement of individual and departmental objectives.
2009 ACIP Targets and Results
2009 Targets For 2009, the SEBC determined the ACIP and individual employee performance. For 2008, corporate goals for the ACIP applicablefunding opportunity to participating executive officers, including the named executive officers other than the Chief Investment Officer, werebe between 0% to 112% of target based on attainment of the overall Company financial and strategic performance goals. The SEBC determined that between 0% and 67% of this target would be attributable to a financial performance goal of achieving between a 98% and 102% statutory combined ratio.2 The SEBC also determined that between 0% and 45% of this target would be attributable to the achievement of six equally weighted strategic initiatives, which could account forperformance goals. The SEBC rated five of the funding ofsix strategic measures as being worth seven percentage points each and one up to 36% of the10 percentage points if all elements were achieved. The chart below reflects potential ACIP award pool, and a range ofpayout totals at various statutory combined ratios from 96.0% to 100.8%, that could result in the funding of between 0% and 80% of theratio percentages if all strategic goals were met:
Statutory Combined | | ACIP | | Ratio (%) | | Financial (%) | | | Strategic (%) | | | Total (%) | | 102 | | | 0 | | | | 45 | | | | 45 | | 101 | | | 10 | | | | 45 | | | | 55 | | 100 | | | 21 | | | | 45 | | | | 66 | | 99 | | | 42 | | | | 45 | | | | 87 | | 98 | | | 67 | | | | 45 | | | | 112 | |
2009 ACIP award pool. StatutoryResults | · | With regard to the 2009 ACIP financial performance goal, Selective had a statutory combined ratio of 100.5%, which resulted in the financial measure of the ACIP being funded at 15.5%. |
| · | With regard to the six 2009 ACIP strategic performance goals, Selective met four of the goals as shown on the table below, which resulted in the strategic measure of the ACIP being funded 28% for strategic performance. |
| · | Therefore, the total 2009 ACIP award pool was established at 43.5% of the funding target. |
2009 Strategic Initiatives | | Measures | | Value | | 2009 Result | 1. Pricing (2 of 3, or 3 of 3) | | · | 4 of 5 regions – achieve commercial lines (excluding bonds premium) pure rate target3 | | 10 (if 3 goals met) | | Not Achieved | | | · | Company wide – achieve an average pure rate increase of 8% on retained business that performs in the lowest two internal categories of profitability | | 7 (if 2 goals met) | | | | | · | Implement 21 rate changes in the auto and home lines of +3% or more in SelectPLUS® in 2009 | | | | | | | | | | | | | 2. Retention (2 of 3) | | · | 3 of 5 regions – achieve their CL (excluding bonds premium) retention target | | 7 | | Not Achieved | | | · | Company wide – for the lowest internal category of profitability, achieve retention of 20-points lower than overall retention for all modeled business | | | | | | | · | Company wide – for highest internal category of profitability, achieve 90% retention rate or 5-points greater retention than overall retention for all modeled business, whichever is lower | | | | |
2 The statutory combined ratio is a measurement commonly used within the property and casualty insurance industry tostandard measure of underwriting profit or loss — aprofitability. A statutory combined ratio under 100% generally indicates that an insurance company is generating an underwriting profit and a statutory combined ratio over 100% generally indicates that an insurance company is generating an underwriting loss. If none 3 Although Selective met its commercial lines pure price target on an overall basis, the ACIP goal was based on 4 of the 5 regions meeting their individual commercial lines pure rate target.
3.New Business (2 of 3) | | · | Achieve total new policy count plan | | 7 | | Achieved | | | · | Write $157 million of new business in the areas of Manufacturers & Wholesalers, Mercantile & Services, and Specialty Programs | | | | | | | · | 90% of new policy counts (modeled lines) are in the three highest internal category of profitability | | | | | | | | | | | | | 4.Growth/Profitability (2 of 3) | | · | Implement Phases I and II of Company expansion by year-end | | 7 | | Achieved | | | · | Implement one and build one additional in-house developed Decision Support Model by year-end | | | | | | | · | Generate One & Done® new business of at least $290,000 per average business day | | | | | | | | | | | | | 5. Financial/Operational | | · | Meet or beat the controllable expense budget of $274 million | | 7 | | Achieved | | | | | | | | | 6. Claims (2 of 3) | | · | Creation of centralized claims vendor management process, including completion of an approved vendor panel for all regions and corporate claims by 12/31/09 | | 7 | | Achieved | | | · | Completion of the first four Claims Strategy Project plans: document management, automated correspondence, fraud analytics, and recovery analytics | | | | | | | · | All regions meet their established litigation management plans | | | | |
NEO 2009 ACIP goals were achieved, no ACIP would be paid.Payment Opportunities and Awards Page 22
The six (6) strategic initiatives for 2008 were as follows: Agency Distribution
New agent appointments and revenue growth;
Targeted Premium Growth
Achievement of premium target in specified market segment;
Territorial Expansion
Complete efforts to achieve targeted expansion of company footprint;
Technology
Achieve targeted pricing goals established under predictive modeling underwriting process;
Safety Management
Achieve service and compliance goals; and
Claims
Achieve stated litigation management and workers compensation operational improvements.
Based on the attainment of a statutory combined ratio of 99.2% and the achievement of three of the six strategic initiatives, the 2008 ACIP award pool for the Company’s executive officers, including the named executive officers, other than the Chief Investment Officer, was established at 42% of the funding target.
The payment opportunities for the 2008 ACIP forNEOs earned in 2009 and paid in 2010 under the CEO and the other named executive officers (other than the Chief Investment Officer)Cash Incentive Plan were based on competitive market levels and set as a percentage of annual base salary relative to corresponding levels of performance against the program’sannual performance goals. The SEBC can exercise discretion to award incentives inno incentive payments or to award amounts lower than the maximums outlined below or tomaximum opportunity. The following table sets forth the 2009 minimum and maximum ACIP opportunity, the SEBC’s actual 2009 award no incentives at all.
2008 ACIP Opportunity Based On Goal Achievement
| | | | | Officer | | Title | | Maximum ACIP Opportunity | Gregory E. Murphy | | Chairman, President & CEO | | 200% of base salary | Dale A. Thatcher | | Executive Vice President & CFO | | 150% of base salary | Richard F. Connell | | Senior Executive Vice President | | 175% of base salary | Ronald Zaleski | | Executive Vice President & Chief Actuary | | 150% of base salary |
For 2008, Mr. Murphy’s ACIP payment was $650,000, or approximately 72%,for the NEOs as a percentage of base salary, comparedand the percentage increase or decrease in ACIP from 2008 to $900,000, or 100%, of base salary paid to him for 2007; a decrease of approximately 28% compared to his2009:
NEO and Position | | Minimum 2009 ACIP Opportunity as % of Base Salary | | Maximum 2009 ACIP Opportunity as % of Base Salary | | Actual 2009 ACIP as % of Base Salary | | % Change in ACIP from 2008 to 2009 | Gregory E. Murphy Chairman, President & Chief Executive Officer | | | 0 | % | | | 200 | % | | | 44.4 | % | | | - 38.5 | % | Dale A. Thatcher Executive Vice President, Chief Financial Officer & Treasurer | | | 0 | % | | | 150 | % | | | 61.3 | % | | | + 16.5 | % | Richard F. Connell Senior Executive Vice President & Chief Administrative Officer | | | 0 | % | | | 175 | % | | | 54 | % | | | - 11.7 | % | Michael H. Lanza Executive Vice President & General Counsel | | | 0 | % | | | 150 | % | | | 50.2 | % | | | + 9.3 | % | Ronald J. Zaleski Executive Vice President & Chief Actuary | | | 0 | % | | | 150 | % | | | 54.6 | % | | | + 9.3 | % |
DISCUSSION OF CEO ACIP payment for 2007. AWARD
In evaluating Mr. Murphy’s 2009 performance, for 2008, the SEBC usedreviewed the 2009 ACIP goal results and a comprehensive written performance appraisal whichthat was completed by all non-executive members of Selective’s Board of Directors. As CEO, Mr. Murphy, as CEO, has ultimate responsibility for the achievement of the annual financial and strategic performance goals, discussed above, as well as attainment of investment goals. Selective’s 2009 investment goals were: (i) after-tax investment income compared to budget; (ii) total return on its fixed income portfolio and equity portfolio (including alternative investments) compared to external benchmarks; and (iii) other strategic initiatives. Selective’s financial, strategic, and investment goals are considered to be Mr. Murphy’s individual performance goals. For 2009, Selective: | · | Had a statutory combined ratio of 100.5% and achieved four of the six strategic ACIP goals; and |
| · | Did not meet its investment income budget or beat its performance benchmarks. |
As a result of Mr. Murphy’s role as CEO and his ultimate responsibility for leading Selective in the attainment of its goals, his 2009 ACIP payment was approximately 44% of base salary, in relation to his ACIP opportunity range of 0-200% of base salary. Mr. Murphy’s 2009 ACIP payment was approximately 38% lower than his 2008 ACIP payment. Given that Selective did not fully meet the 2009 ACIP financial and strategic goals described above. As the company did not fully meet certain stated objectives and it underperformed with respect to its 2009 investment goals, in 2008, the SEBC felt the reduction in Mr. Murphy’s ACIP payment was warranted and consistent with the company’sSelective’s pay for performance philosophy. For
DISCUSSION OF OTHER NEO ACIP AWARDS
The SEBC reviewed the balanceperformance appraisal of each of the named executive officers, other thanNEOs and determined their 2009 ACIP payments based on: (i) the Chief Investment Officer, who participates in a separate Investment Department Compensation Program (“IDCP”) described below, 2008 annual cash incentive payments were determined byachievement of the SEBC based on overall company2009 ACIP financial and strategic performance certain strategic goals described above,goals; (ii) the successful attainmentachievement of written departmental objectives,objectives; and (iii) individual performance, includingperformance. A discussion of the following:2009 ACIP awards for the other NEOs follows:
Mr. Thatcher — – In addition to his general management accountability as a member of the Executive Management Team,executive management team, Mr. Thatcher, Executive Vice President, Chief Financial Officer & Treasurer, has primary responsibility for all financial Page 23
matters, including investor relations, tax, (including capital loss taxand capital management planning, strategies), and treasury activities. In concert with the Chief Investment Officer and his team,addition, in 2009 Mr. Thatcher developedassumed responsibility for Corporate Strategy, Corporate Communications, and fully implemented an enhanced liquidity plan to effectively deal withwas appointed chairman of the unprecedented economic conditions that the company faced in 2008. His thoughtful planning and timely response allowed the company to maintain a strong statutory surplus position. Mr. Thatcher was also instrumental in implementing positive changes to the company’s casualty excess loss reinsurance program. Finally, Mr. Thatcher was also actively engaged in the development of favorable tax strategies, a very targeted investor relations strategy and an integrated Enterprise Risk Management effort, including the implementation of a control self-assessment discipline across the company. As a result ofERC. Mr. Thatcher’s strong contributions and financial leadership to the organization as noted above, their relative impact on the organization, and the overall performance of the company,major 2009 departmental goals, which were met, included, among other things: | · | In-depth analysis and identification of corporate-wide cost-saving opportunities based on third-party benchmarking; |
| · | Selection of vendor for XBRL implementation for SEC filed financial statements; |
| · | Support efforts to decommission the prior statistical reporting system; and |
| · | Request for Proposal (“RFP”) and selection of a reinsurance system solution and begin implementation of outsource or purchase. |
In addition, Mr. Thatcher’s 2008 ACIP payment was approximately 53% of base salary, in relation to his ACIP opportunity range of 0-150% of base salary. Mr. Thatcher’s 2008 ACIP payment was a reduction of approximately 17% from 2007, which is consistent with the company’s pay for performance philosophy given that the company did not meet certain stated objectives and goals in 2008.2009 individual accomplishments included:
| · | Thoughtfully and timely planned and responded to the unprecedented financial market turmoil and general economic situation and allowed Selective to maintain a strong statutory surplus position; |
| · | With the Investment Department, developed an enhanced liquidity plan to deal with the unprecedented financial market turmoil by moving all short-term investments into AAA rated instruments, and diversifying the number of banking partners and money market funds; |
| · | Played a key role in the successfully negotiated sale of the Selective HR Solutions operations, which was central to the corporate strategy of focusing on Insurance Operations; |
| · | Achieved a well-diversified reinsurance program, despite a difficult reinsurance market; and |
| · | Enhanced Selective’s existing ERM processes, built new management tools, and supported the Audit Committee Chairman in preparation for a special Audit Committee meeting on ERM that was attended by most of the Directors. |
Mr. Connell —. In his role as Senior Executive Vice President & Chief Administrative Officer, Mr. Connell is responsible for many integrated functions, that supportincluding Information Technology, which supports the achievement of companyCompany goals and objectives. Mr. Connell’s leadershipConnell takes a very disciplined approach in making business decisions and management of the control self-assessment process in the company’s Human Resources function during 2008 are noteworthy. The comprehensive nature of this activity and the process disciplineis responsible for Selective’s Enterprise Project Management Office (“EPMO”), which is responsible for all projects over $500,000. During 2009, Mr. Connell established wasaccomplished several goals that were instrumental in supporting the successful achievement of this effort. In the technology arena, the ability of the company to expand its footprint into the state of Tennessee on time and within budget is directly attributable to Mr. Connell’s managementattainment of the Company’s information technology resources. Mr. Connell improved the enterprise project management office, effectively drove strategy planning efforts,2009 financial and successfully completed a series of Knowledge Managementstrategic objectives, and automated processing milestones. As a result ofhave positioned Selective well for future success. Mr. Connell’s significant rolemajor 2009 departmental goals, which were met, included, among other things: | · | Pricing tier expansion and automation; |
| · | Vendor management initiative, including reviewing vendor performance against price, quality, and delivery goals, identifying opportunities for consolidation and replacement, and requiring the use of the competitive bidding process for non-preferred vendors; |
| · | Control, compliance and security initiative, including issuing RFPs, selecting vendors, installing products, and piloting and deploying systems; |
| · | ITS infrastructure process automation, including issuing RFPs, selecting vendor, installing product, and piloting and deploying products; |
| · | Complete basic post-policy acquisition services for customer self-service automation; and |
| · | Claims strategy automation, including submitting project proposal to EPMO for the content management and automated correspondence initiatives. |
Mr. Connell’s key individual 2009 accomplishments included: (i) leading the successful execution of discretionary technology investments; (ii) delivering efficient and cost effective technology solutions; and (iii) leading initiatives to enable improvements in the continued developmenttechnology, service, and support of Information Technologycore operations. Examples include: | · | Supporting the selection and implementation of a reinsurance system solution; |
| · | Supporting efforts to decommission the prior statistical reporting system; |
| · | Installing a new storage array and completing data migration to such array; |
| · | Upgrading infrastructure capacity in the Company’s data center; |
| · | Negotiating various contracts and agreements yielding approximately $1.5 million in annual savings; and |
| · | Negotiating renewal leases for our various leased facilities yielding approximately $700,000 in savings for these locations over five years. |
Mr. Lanza. In addition to support our “high-touch” business strategyhis general management accountability as noted above, their relative impact on the organization, and the overall performancea member of the company,executive management team, Mr. Lanza has primary responsibility for all legal, corporate governance, internal audit, government affairs, regulatory, and compliance matters. Mr. Lanza’s major 2009 departmental goals, which were met, included, among other things: | · | Support Investments in execution of strategies; review the securities lending program; review of alternative investments; and Corporate Secretarial support for Management Investment Committee; |
| · | Continue to support Insurance Operations leadership and staff in meeting profitability and growth goals; |
| · | Corporate Services: Continue to integrate Internal Audit Division as business partner with operating units; continue work on stockholder matters; support Board of Directors in corporate governance and corporate secretarial matters; and foster a compliance mindset throughout Selective; |
| · | Diversified Services: Continue to support the Selective HR Solutions operations in licensing and benefit issues; continue litigation and government affairs support for the Flood area of the Insurance operations; and |
| · | Support Claims and Claims Legal operations in efforts to improve Claims processes and reduce legal expenses. |
Mr. Lanza led his 2008 ACIP payment was approximately 61%team to actively contribute toward many aspects of base salary, in relation to his ACIP opportunity range of 0-175% of base salary. Mr. Connell’s 2008 cash payout is a reduction of approximately 21% from 2007, given that the company did not meet certain stated objectivesbusiness, and goals in 2008. This reduction is consistent withsignificantly help drive positive changes during 2009, including the company’s pay for performance philosophy.following individual accomplishments:
| · | Providing significant legal and government affairs support to Selective’s Insurance Operations in meeting their profitability and growth goals related to product development, rating, and tiering issues; |
| · | Making significant contributions to increase the Company’s surplus and liquidity through the design and implementation of several holding company transactions and the admission of two insurance subsidiaries as members of the Federal Home Loan Bank of Indianapolis; and |
| · | Supporting the negotiation and closing of the sale of the Selective HR Solutions operations, which was central to the corporate strategy of focusing on Insurance Operations. |
Mr. Zaleski— Functioning as the organization’s. As Chief Actuary and chief planning/budgeting officer, Mr. Zaleski plays a key role in oversight of reserve adequacy and other claims initiatives, monitoring pricing actions, and supporting underwriting improvements and claims initiatives. During 2008, Mr. Zaleski successfully changed the budgeting model to risk-state functionality. He plays a critical role in assessing reserve adequacy and his quarterly reserve reviews provided essential information to guide prudent business decisions. Mr. Zaleski also assumed the leadership and management of the predictive modeling efforts and successfully led the development of the first fully developed in-house model. He was instrumental in the roll out of the Tennessee expansion project.efforts. Mr. Zaleski’s efforts to provide comprehensive rate indications and various state filings are expected to improve the company’s underwriting results. Other noteworthy accomplishments for Mr. Zaleski include his efforts with personal lines pricing (including the launch of a homeowner By-Peril rating plan), and in catastrophic expense management. As a resultmajor 2009 departmental goals, which were met, included, among other things: | · | Commercial Lines Pricing: Continue development of plan for Company pricing tier expansion and loss cost multiplier consolidation; |
| · | Knowledge Management – Predictive Modeling: Assist in implementation of in-house business owners policy, property, and general liability models in accordance with implementation schedule; |
| · | Reserving/Capital Modeling: Implement risk-adjusted return on equity analyses across actuarial functions and support Claims Operations’ initiatives with a dedicated resource; and |
| · | Financial Planning: Develop internal underwriting staffing models; complete an in-depth analysis and identification of cost-saving opportunities based on third-party benchmarking; and create expense ratios for small, middle, and large risks to better assess profitability by size. |
During 2009, Mr. Zaleski’s key role in drivingindividual accomplishments included leading the Actuarial Department to, among other things: | · | Develop several actuarially based “tools” for use by our field and corporate underwriters that will improve underwriting performance; |
| · | Direct and lead our CL and personal lines predictive modeling efforts, including development, implementation, and enhancement of several commercial lines predictive models that continue to drive underwriting improvements and enhance risk selection; |
| · | Complete quarterly reserve analyses that include claim frequency and severity trends, tail factors, and loss development factors; |
| · | Analyze current uncertainties, identifying key reserve issues that required the development of Claims operations action plans; and |
| · | Provide reserve point estimates on a line of business basis and, during the planning process, carefully analyze and make current accident year loss ratio picks. |
ELEMENTS OF LONG-TERM COMPENSATION
Design Elements
Our long-term incentive opportunities reward, and leadershipassist with the retention of, Company leaders. By aligning financial rewards with the company’s predictive modeling efforts as noted above, their relative impact on the organization,economic interests of our stockholders, leaders are encouraged to work toward achieving our long-term strategic objectives and the overall performance of the company, his 2008 ACIP payment was approximately 50% of base salary, in relationincrease shareholder value. Selective uses both cash and non-cash vehicles to his ACIP opportunity range of 0-150% of base salary. Mr. Zaleski’s 2008 ACIP payment is a reduction of approximately 27% from 2007,deliver long-term compensation, which is consistent with the company’s pay for performance philosophy given thatmarket practices of Selective’s benchmark insurance groups, and takes into account the company did not meet certain stated objectivesfinancial and goals in 2008. Page 24
The Chief Investment Officer’s annual cash incentive compensation is paid under the IDCP. The IDCP measures overall investment results against stated benchmarks for both fixed income and equity portfolio performance. For 2008, annual cash incentive payments to the Chief Investment Officer and other company investment professionals were calculated based on results achieved over one-year and three-year performance periods. The IDCP’s cash award is increased or decreased based on the company’s investment results compared to the stated benchmarks. A final investment factor (pool modifier) is calculated each year after investment results are calculated. The 2008 pool modifier was approximately 93%. Listed below are the 2008 investment program performance measures:
Equity — Achieve portfolio performance as compared with the S&P 500 Index; and
Fixed Income — Achieve portfolio performance as compared with the custom blended Lehman weighted average debt indices.
Mr. Guthrie — As Chief Investment Officer, Mr. Guthrie’s performance is measured against appropriate financial market indices for the IDCP’s one-year and three-year performance periods. The investment climate and environment during 2008 was unprecedented and Mr. Guthrie made a series of sound decisions, initiated prudent action and generated results exceeding benchmarks. He maintained the qualityaccounting impact of the company’s portfolio, responded with thoughtful, well-reasoned action to mitigate yield or liquidity issues, and was instrumental in safeguarding the Company’s capital position. The equity component of the portfolio significantly outperformed the S&P 500 Index for the 9th consecutive year and alternative investments also outperformed the S&P 500 Index, although fixed income fell well below benchmark comparators. Overall, our investment portfolio’s other-than-temporary impairment (“OTTI”) write downs for 2008 were limited to a modest rate of approximately 1.5% of invested assets. In addition, Mr. Guthrie’s results in managing interest rate risk and credit risk in the 2008 market are noteworthy. Mr. Guthrie’s leadership on investment tools and strategies better position the company to effectively manage its investment portfolio and risks. As a result of Mr. Guthrie’s role in generating investment results that exceeded benchmarks as noted above, their relative impact on the organization, and the overall performance of the investment portfolio against stated benchmarks, his 2008 ACIP payment was approximately 74% of base salary, in relation to his ACIP opportunity range of 0-197% of base salary. Mr. Guthrie’s 2008 ACIP payment is a reduction of approximately 34% from 2007, given that the company did not meet certain stated objectives and goals in 2008. This reduction is consistent with the company’s pay for performance philosophy.
Long-Term Incentive Program Award (“LTIP”) Funding
two components. For each employee eligible to participate in ourSelective’s LTIP, including the named executive officers,NEOs, a dollar denominated target award is established. To determine the amount of the total LTIP award pool, all individual target award amounts are aggregated. Elements of Long-Term Compensation
Selective uses bothFor certain executives, including the NEOs, LTIP awards are granted in over-lapping three-year cycles, and allocated among three components: (i) stock options; (ii) performance-based restricted stock units; and (iii) performance-based cash and non-cash vehicles to deliver long-term compensation, which is consistent and competitive with the market practices of Selective’s benchmark insurance groups. This approach also takes into account Selective’s prior commitment made in its 2005 Proxy Statement to maintain a three-year average annual share utilization “burn-rate” of not greater than 2% for awards granted under the Omnibus Stock Plan, including awards to the named executive officers (“Burn-Rate Commitment”). The average share utilization burn-rate for the three-year period ended December 31, 2008 for grants under the Omnibus Stock Plan was 1.73%; within the prior Burn-Rate Commitment.
Selective views long-term compensation as a retention tool for Selective’s named executive officers, and as a vehicle to help focus these executives on long-term goals.incentive units. By granting performance-based restricted stock units and performance-based cash incentive units with three-year performance
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periods, and options with three-year ratable vesting periods, Selective encourages executive officers to continue their tenure with Selective while aligningand aligns their interests with those of our stockholders.
Long-Term Incentive Program Award Grants
Performance goals for the performance-based long-term incentive program awards granted in 2005 through 2009 are as follows:
Performance Period | | Restricted Stock/Restricted Stock Unit Performance Measures | | Cash Unit Measures | 01/01/05 – 12/31/08 | | Cumulative return on equity (“ROE”) or cumulative net premiums written (“NPW”) | | N/A | 01/01/06 – 12/31/08 | | Cumulative ROE or cumulative NPW | | Total shareholder return (“TSR”)/NPW/statutory combined ratio (“SCR”) | 01/01/07 – 12/31/09 | | Cumulative ROE or cumulative NPW | | TSR/NPW/SCR | 01/01/08 – 12/31/10 | | Cumulative ROE or cumulative NPW | | TSR/NPW/SCR | 01/01/09 – 12/31/11 | | Cumulative ROE or cumulative growth in policy count | | TSR/NPW/SCR |
In determining the amount of long-term compensationLTIP awards to the NEOs in 2008,2009, the SEBC looked at several factors, including: (i) each individual executive’s performance during the previous year, including the achievement of department initiatives and other projects and endeavors accomplished throughout the year, as outlined above; (ii) each executive officer’s total compensation in comparison to benchmark data; and (iii) Selective’s desire to encourage long-term retention of high-performing executives. The SEBC compared Selective’s performance, including combined ratios,SCR, revenue growth, net premium writtenNPW growth, and total shareholder return,TSR, to the performance of the companies in the benchmark insurance groups to help ensure that Selective’s executive officers are adequatelyappropriately and competitively compensated for the results they have achieved for Selective.Selective in 2009. For certain executives, including the named executive officers, long-term compensation awards are allocated among three components: stock options, performance-based restricted stock units and performance-based cash incentive units.
Stock Options : Stock options are allocated to the CEO and other named executive officersNEOs as a portion of the monetized value of the executive’s long-term compensationLTIP award. As the value delivered by a stock option is dependent on the increase in value of the underlying shares, ana stock option award of this nature aligns the named executive officers’ interests of the NEOs with those of our stockholders. Options are awarded under the Selective Insurance Group, Inc. 2005 Omnibus Stock Plan, as amended (the “Omnibus Stock Plan”) at fair market value (thethe closing price of Selective’s common stock as quoted on NASDAQ on the date of grant)grant, if available (“Fair Market Value”), and they vest ratably over three years, beginning on the first anniversary of the date of grant. The value of any executive’s stock option grant is limited to a Fair Market Value of $100,000 on date of grant, so that the grant may qualify for incentive stock option (“ISO”) tax treatment. Selective’s use of options has been generally lower than other financial services companies and is consistent with the Burn-Rate Commitment.
Performance-Based Restricted Stock Units For 2008, sixty-five percent (65%): The Black-Scholes value of the remaining monetizedoptions awarded is deducted from the total monetary value of the LTIP award to determine the “adjusted monetary value” of the award. 65% of the adjusted monetary value of an executive’s long-term compensation isLTIP award granted in 2009 (minus the value of options granted) was delivered in performance-based restricted stock units granted under the Omnibus Stock Plan. Performance-based restricted stock unit grantsawards are generally subject to vesting based on time and attainment of certain performance measures that are set annually by the SEBC. The 20082009 grants are subject to the following conditions:
| • | · | Three-year vesting period; and | |
| • | · | Achievement at the end of any timecalendar quarter during the vestingthree-year period beginning on January 1, 2009 and ending on December 31, 2011 of either: (i) a cumulative operating return on equityROE of fifteen percent (15%), computedat least 15% (computed by excluding from the determination of average equity any unrealized gain occurring after December 31, 2007,2008); or (ii) a five percent (5%)9% cumulative growth in net premiums written.policy count. |
Dividend equivalent units (“DEUs”) are credited on performance-based restricted stock units at the same dividend rate paid to all Selective stockholders. Payment of DEUs remains subject to the same vesting conditions and performance measures applicable to the underlying restricted stock units. This use of performance-based restricted stock units clearly aligns this component of executives’NEOs’ compensation with overall corporate performance and stockholder interests.
Performance-Based Cash Incentive Units : The remaining thirty-five percent (35%)35% of the monetizedadjusted monetary value of an executive’s long-term compensation isLTIP award granted in 2009 was delivered through performance-based cash incentive units granted under the Cash Incentive Plan. Grants madeAs the cash incentive unit grants take into account Selective’s three-year performance relative to a peer group and TSR on its common stock, this award is also directly linked to Company performance and the interests of stockholders. Performance-based cash incentive units granted in 20082009 are subject to the following terms: Page 26
| • | · | Three-year performance period; | |
| • | · | The value of each cash incentive unit initially awarded increases or decreases to reflect total shareholder returnTSR on Selective common stock over the three-year performance period for the award; and | |
| • | · | The number of cash incentive units ultimately earned increases or decreases based on: (i) cumulative three-year statutory net premium written growth relative to a peer index, and (ii) cumulative three-year statutory combined ratio relative to a peer index. Awards are earned at target level if these performance measures are betweenon the 45th and 54.9th percentile of the peer group. If both measures are at or above the 80th percentile, 200% of the units initially awarded are earned. If both measures are below the 35th percentile, none of the units initially awarded are earned.following table: |
| > = 80 percentile | 100 % | 125% | 150% | 175% | 200% | | | | | | | | | 55th – 79.9th percentile | 75% | 100% | 125% | 150% | 175% | | | | | | | | Statutory Net | 45th – 54.9th percentile | 50% | 75% | 100% | 125% | 150% | Premium Growth | | | | | | | Relative to Peer Index | 35th – 44.9th percentile | 25% | 50% | 75% | 100% | 125% | | | | | | | | | < 35th = percentile | 0% | 25% | 50% | 75% | 100% | | | | | | | | | | < 35th = percentile | 35th – 44.9th percentile | 45th – 54.9th percentile (Target) | 55th – 79.9th percentile | > = 80 percentile | | | | | | | | | | Cumulative 3-Year Statutory Combined Ratio Relative to Peer Index |
The peer group (the “Cash Incentive Unit Peer Group”) established for 2009 for comparing Selective’s performance for the purposes of determining the ultimate number of performance-based cash incentive units awarded consists of the following companies: | | | Auto-OwnersOneBeacon Insurance Group, Ltd | United Fire & Casualty | CNA Group LLCMain Street America (National Grange) | Liberty Mutual Group Inc. | CNA Financial Corporation | The Travelers Companies, Inc. | Hartford Fire Group | | Harleysville Group Inc. | Safeco Insurance Company of America | | Utica National Insurance Group | Erie Insurance Exchange | | Hanover Insurance Group, Inc. | Cincinnati Financial Corporation | Harleysville Group Inc. | W. R. Berkley CorporationAuto-Owners Insurance Group | OneBeaconUtica National Insurance Group Ltd | State Auto Financial Corporation | Westfield Group |
Use of
2005 and 2006 Long-Term Incentive Program Award Grant Results The following table summarizes the cash incentive units in lieu of stock options or restricted stock units conserves share usage consistent withachievement on the Burn-Rate Commitment. Sinceperformance metrics for the cash2005 and 2006 LTIP award grants and the corresponding payout:
Performance Metrics | | Performance Versus Metrics | | Percentage Achieved | 2005 Grant Results | | | | | Restricted Stock | | | | | Generate a cumulative fiscal year return on average equity of at least 25% at any time during such period; or achieve a 20% cumulative growth NPW at any time during the period of January 1, 2005 to December 31, 2008 | | Achieved 25% cumulative ROE | | 100% | | | | | | 2006 Grant Results | | | | | Restricted Stock | | | | | Generate a cumulative fiscal year return on average equity of at least 15% at any time during such period; or achieve a 10% cumulative growth in NPW at any time during the period of January 1, 2006 to December 31, 2008 | | Achieved 15% cumulative ROE | | 100% | Cash Incentive Units(1) | | | | | TSR over the three-year performance period, and cumulative three-year statutory NPW growth and SCR relative to peer index during the period of January 1, 2006 to December 31, 2008 | | Achieved a TSR factor of 91.71%, a SCR of 97.49% and NPW growth of 1.69% | | 100% of units at $91.71 |
(1) Cash incentive unit grants take into accountawards are denominated in units with an initial value of $100. Appreciation or depreciation is based on TSR, which is determined using the change in Selective’s common stock price and reinvested dividends over the three-year performance period for the award. The number of units ultimately earned increases or decreases based on: (i) cumulative three-year statutory NPW growth relative to itsa peer groupindex; and total shareholder return on its common stock, this award is also directly linked(ii) cumulative three-year SCR relative to company performance and the interests of stockholders.a peer index.
Timing of LTIP Awards Generally, stock: Stock option, restricted stock unit, and cash incentive unit awards are generally granted each year in connection with the SEBC’s regularly scheduled first quarter meeting.meeting after the release of year-end earnings. It wasis at this time, at their respective meetings, that the SEBC and the Board of Directors reviewedreview final year-end results for the prior year and the SEBC mademakes final determinations on compensation.
Stock Ownership Requirements : Selective believes that stock ownership by directors and management encourages the enhancement of stockholder value and, accordingly, adopted, effective January 31, 2008,value. Selective’s stock ownership guidelines are included in our Corporate Governance Guidelines, which are available at www.selective.com. The following table shows the following common stock ownership guidelines for Directorsdirectors and certain officers as part of its Corporate Governance Guidelines posted on Selective’s website at www.selective.com: | • | | Each director shall, within five (5) years of his or her first election to the Board, beneficially own at least four (4) times the cash value of his or her annual retainer in shares of Selective common stock. Shares of Selective common stock currently owned, awards of restricted stock or restricted stock units not yet vested and shares of Selective common stock held in benefit plan investments (i.e.,401(k) Plan) are considered in determining such ownership. Unexercised stock options are not counted in calculating ownership. Deferred stock units held in the accounts of directors under the Deferred Compensation Plan for directors are counted in calculating ownership. |
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The current requirements for certain officers of Selective are as follows:and its lead insurance subsidiary, Selective Insurance Company of America (“SICA”), which must be met at the later of March 31, 2014 or within five years of attaining the specified position:
POSITION | | REQUIREMENT | Directors | | 4 x annual retainer | Chairman, President & CEO | | 4 x base salary | Senior Executive Vice Presidents and Executive Vice Presidents | | 2.5 x base salary | Senior Vice Presidents | | 1.5 x base salary |
The above stock
In calculating ownership requirements forunder the guidelines: | · | Shares of Selective common stock currently owned, awards of restricted stock or restricted stock units (included related dividend equivalent units) not yet vested, and shares of Selective common stock held in benefit plan investments (i.e., 401(k) Plan) are counted; |
| · | Unexercised stock options are not counted; and |
| · | Deferred shares of Selective common stock held in accounts of Directors are counted. |
Selective believes that its directors and officers must be met no later than December 31, 2013, or within five (5) years fromare on track to meet the attainment of the above officer status, whichever is later. Base salary increases during the five (5) year period will require the ultimaterequired ownership requirements to increase when shares are valued on the December 31 following such increase. Shares of Selective common stock currently owned, awards of restricted stock or restricted stock units not yet vested and shares of Selective common stock held in benefit plan investments (i.e.,401(k) Plan) are considered in determining such ownership. Unexercised stock options are not counted in calculating stock ownership.guidelines. Role of Executive Officers in Determining CompensationPage 35 The SEBC makes all final determinations with respect to executive officers’ compensation, primarily based on information provided by its Compensation Consultant. Selective’s CEO does make recommendations to the SEBC relating to the compensation of executive officers who directly report to him, but the SEBC has full autonomy in determining executive compensation. As part of their responsibilities, the Executive Vice President of Human Resources and certain other human resources officers provide information to the SEBC regarding the overall design of the executive compensation program and its individual components.
Retirement and Deferred Compensation PlansRETIREMENT AND DEFERRED COMPENSATION PLANS Selective’s wholly-owned lead insurance subsidiary, Selective Insurance Company of America (“SICA”),
SICA employs the personnel engaged in Selective’s insurance operations,Insurance Operations, including all of the named executive officers.NEOs. SICA maintains a non-contributory defined benefit pension program consisting of a tax qualified defined benefit pension plan named the Retirement Income Plan for Selective Insurance Company of America (the “Retirement Income Plan”) and a supplemental employee retirement plan for certain executives and employees, and maintains health and welfare benefit plans in which eligible employees, including the named executive officers,NEOs, participate. The pension program is more fully described in the section entitled “Pension Benefits” beginning on page 35.42.
SICA offers a tax qualified defined contribution plan named the Selective Insurance Retirement Savings Plan (the “Retirement Savings Plan”) to employees, including the named executive officers,NEOs, who meet eligibility requirements. Participants, other than highly compensated employees as defined by the Internal Revenue Service, can contribute 50% of their defined compensation to the Retirement Savings Plan, up to $15,500$16,500 in 2008.2009. Highly compensated employees arewere limited to 8% of their defined compensation, up to $15,500$16,500 in 2008.2009. Contributions by participants of up to a maximum of 7% of defined compensation are matched 65% by SICA. Participants over the age of 50, including certain of the named executive officers,NEOs, may make an additional $5,000$5,500 catch-up contribution to the Retirement Savings Plan, pursuant to the Internal Revenue Code, which contribution is not eligible for a company match. Effective January 1, 2006, the Retirement Savings Plan was amended to include additional enhanced matching contributions and non-elective contributions for otherwise eligible employees who, because of a date of hire after December 31, 2005, are not eligible to participate in the Retirement Income Plan. None of the named executive officersNEOs are eligible for the enhanced matching or the additional non-elective contributions. Under SICA’s
SICA offers a non-qualified deferred compensation plan (“Deferred Compensation Plan,Plan”), under which certain executives and employees, including the named executive officers,NEOs, may defer up to 50% of their base salary and/or up to 100% of their ACIP.ACIP payment. To the extent not matched in the Retirement Savings Plan due to limitations under the Internal Revenue Code, contributions to the Deferred Compensation Plan by participants of up to 7% of base salary are matched 65% by SICA. Additional information regarding the deferred compensationDeferred Compensation Plan is included underin the section entitled “Nonqualified Deferred Compensation” beginning on page 35. Page 28
Employment Agreements43.
Selective has
EMPLOYMENT AGREEMENTS
SICA entered into employment agreements containingwith its key executive officers, including the NEOs, which provide for severance in the event of termination: (i) due to death or disability; (ii) without “Cause”4; (iii) by the executive for “Good Reason”5; or (iv) after a change in control. The SEBC was advised by its Compensation Consultants that the terms of these agreements are market competitive within our peer group, and the SEBC believes that these agreements are important for recruitment and retention of key executives. In the event of a change in control, provisions.uncertainty may raise among our key executives as to their continued employment after or in connection with such event, which may result in the departure or distraction of our key executives. The purpose of the employment agreements is to retain our key executives and reinforce and encourage their continued attention and dedication during such a potentially critical time, even if they fear that their position will be terminated after or in connection with the change in control. The employment agreements are described underin the section entitled “Employment Agreements and Potential Payments Uponupon Termination or Change of Control” beginning on page 37.44. 4 “Cause” is defined in the employment agreements, but generally means the executive: (i) was convicted of or pled guilty to a felony; (ii) breached a material provision of his or her employment agreement; or (iii) engaged in misconduct which constitutes fraud in the performance of his or her duties and obligations to the Company. 5 “Good Reason” is defined in the employment agreements, but generally means: (i) a material reduction in salary; (ii) a material negative change in the executive’s benefits; (iii) a material reduction of the executive’s position, duties, responsibilities, and status with the Company or material negative change in title or office; (iv) requiring the executive to be based at a location in excess of 50 miles from the location of the executive’s office prior to a change in control; (v) failure of a counterparty to a transaction resulting in a change in control to assume the employment agreement; or (vi) a breach of the employment agreement by SICA within two years after a change in control.
Tax Treatment and Accounting
The SEBC intends to preserve deductibility under the Internal Revenue Code for performance-based compensation paid to its executive officers as practicable. Section 162(m) of the Internal Revenue Code prohibits publicly-owned companies from deducting compensation paid to certain of its executive officers as expense to the extent that the officer’s compensation in excess of $1 million is not performance-based and is not paid pursuant to a stockholder approved plan. Selective has two performance-based stockholder approved plans: (i) the Omnibus Stock Plan; and (ii) the Cash Incentive Plan.
Generally accepted accounting principles in the United States of America (“GAAP”) require that compensation expense be measured on the income statement for all share-based payments at grant date fair value of equity instruments (including employee stock options and restricted stock and restricted stock unit awards) and at market value on the day of vesting of liability instruments (including cash incentive unit awards). The SEBC has considered the impact of GAAP on our use of stock-based compensation as a key retention tool. The SEBC has determined that the current estimated costs of continuing to use stock-based compensation relative to the benefits our compensation programs provide, does not warrant any change to our current incentive framework.
We have designed our compensation programs and awards to executive officers to comply with the provisions of Section 409A of the Internal Revenue Code, where applicable. For example, payments made to our executive officers under our non-qualified deferred compensation plans on account of the executives’ separation from service are not payable before the first day of the seventh month following the date of separation from service.
Summary Compensation Table The following Summary Compensation Table reflects the compensation earned by or paid to the named executive officers.NEOs during 2007, 2008, and 2009. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Change in | | | | | | | | | | | | | | | | | | | | | | | Non-Equity | | Pension Value | | | | | | | | | | | | | | | | | | | | | | | Incentive | | and Nonqualified | | | | | Name | | | | | | | | | | Stock | | Option | | Plan | | Deferred | | All Other | | | And | | | | | | Salary | | Awards | | Awards | | Compensation | | Compensation | | Compensation | | Total | Principal Position | | Year | | ($)(1) | | ($)(2) | | ($)(3) | | ($)(4) | | Earnings ($)(5) | | ($)(6) | | ($) | Gregory E. Murphy | | | 2008 | | | | 900,000 | | | | 1,708,294 | | | | 23,139 | | | | 650,000 | | | | 459,931 | | | | 42,150 | | | | 3,783,514 | | Chairman, President and Chief | | | 2007 | | | | 900,000 | | | | 1,876,425 | | | | 25,633 | | | | 900,000 | | | | 85,449 | | | | 40,989 | | | | 3,828,496 | | Executive Officer | | | 2006 | | | | 876,923 | | | | 2,460,513 | | | | 28,066 | | | | 1,500,000 | | | | 158,637 | | | | 42,900 | | | | 5,067,039 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Dale A. Thatcher | | | 2008 | | | | 465,769 | | | | 164,747 | | | | 12,662 | | | | 250,000 | | | | 43,062 | | | | 21,193 | | | | 957,433 | | Executive Vice | | | 2007 | | | | 405,000 | | | | 207,953 | | | | 15,664 | | | | 300,000 | | | | 13,696 | | | | 18,428 | | | | 960,741 | | President, Chief | | | 2006 | | | | 342,308 | | | | 242,166 | | | | 17,152 | | | | 420,000 | | | | 14,245 | | | | 17,075 | | | | 1,052,946 | | Financial Officer and Treasurer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Richard F. Connell | | | 2008 | | | | 450,000 | | | | 597,923 | | | | 23,139 | | | | 275,000 | | | | 96,035 | | | | 21,491 | | | | 1,463,588 | | Senior Executive | | | 2007 | | | | 411,538 | | | | 561,175 | | | | 24,318 | | | | 350,000 | | | | 49,037 | | | | 19,250 | | | | 1,415,318 | | Vice President and | | | 2006 | | | | 375,385 | | | | 327,237 | | | | 18,351 | | | | 485,000 | | | | 44,406 | | | | 17,755 | | | | 1,268,134 | | Chief Administrative Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Kerry A. Guthrie | | | 2008 | | | | 421,154 | | | | 543,683 | | | | 23,139 | | | | 325,000 | | | | 151,006 | | | | 19,279 | | | | 1,483,261 | | Executive Vice | | | 2007 | | | | 392,615 | | | | 607,940 | | | | 25,633 | | | | 495,000 | | | | 49,640 | | | | 20,762 | | | | 1,591,590 | | President and Chief | | | 2006 | | | | 347,077 | | | | 338,280 | | | | 20,047 | | | | 400,000 | | | | 59,761 | | | | 18,263 | | | | 1,183,428 | | Investment Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ronald J. Zaleski | | | 2008 | | | | 395,385 | | | | 218,379 | | | | 14,470 | | | | 200,000 | | | | 54,649 | | | | 17,990 | | | | 900,873 | | Executive Vice | | | 2007 | | | | 367,385 | | | | 183,074 | | | | 15,746 | | | | 275,021 | | | | 19,157 | | | | 21,869 | | | | 882,252 | | President and Chief | | | 2006 | | | | 349,923 | | | | 219,045 | | | | 17,152 | | | | 390,000 | | | | 22,178 | | | | 21,162 | | | | 1,019,460 | | Actuary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Year | | Salary ($)(1) | | | Stock Awards | | | Option Awards | | | Non-Equity Incentive Plan Compen- sation | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | | | All Other Compen- sation | | | Total ($) | | Gregory E. Murphy | | 2009 | | | 934,616 | | | | 1,329,413 | | | | 20,602 | | | | 400,000 | | | | 448,515 | | | | 42,525 | | | | 3,175,671 | | Chairman, President & | | 2008 | | | 900,000 | | | | 1,576,973 | | | | 23,139 | | | | 650,000 | | | | 459,931 | | | | 61,071 | | | | 3,671,114 | | Chief Executive Officer | | 2007 | | | 900,000 | | | | 1,775,079 | | | | 24,979 | | | | 900,000 | | | | 85,449 | | | | 133,399 | | | | 3,818,906 | | Dale A. Thatcher | | 2009 | | | 493,269 | | | | 401,589 | | | | 20,602 | | | | 291,300 | | | | 52,350 | | | | 64,041 | | | | 1,323,151 | | Executive Vice | | 2008 | | | 465,769 | | | | 505,484 | | | | 23,139 | | | | 250,000 | | | | 43,062 | | | | 33,370 | | | | 1,320,824 | | President, Chief Financial Officer & Treasurer | | 2007 | | | 405,000 | | | | 590,152 | | | | 24,979 | | | | 300,000 | | | | 13,696 | | | | 29,903 | | | | 1,363,730 | | Richard F. Connell | | 2009 | | | 467,308 | | | | 454,465 | | | | 20,602 | | | | 242,800 | | | | 103,242 | | | | 20,513 | | | | 1,308,930 | | Senior Executive Vice | | 2008 | | | 450,000 | | | | 551,915 | | | | 23,139 | | | | 275,000 | | | | 96,035 | | | | 51,471 | | | | 1,447,560 | | President & Chief Administrative Officer | | 2007 | | | 411,538 | | | | 575,102 | | | | 24,979 | | | | 350,000 | | | | 49,037 | | | | 30,694 | | | | 1,441,350 | | Michael H. Lanza | | 2009 | | | 451,731 | | | | 354,832 | | | | 20,602 | | | | 218,500 | | | | 28,929 | | | | 43,883 | | | | 1,118,477 | | Executive Vice | | 2008 | | | 435,000 | | | | 337,565 | | | | 23,139 | | | | 200,000 | | | | 22,774 | | | | 46,100 | | | | 1,064,578 | | President & General Counsel | | 2007 | | | 359,538 | | | | 415,079 | | | | 24,979 | | | | 225,000 | | | | 10,979 | | | | 27,572 | | | | 1,063,147 | | Ronald J. Zaleski | | 2009 | | | 415,385 | | | | 371,059 | | | | 20,602 | | | | 218,500 | | | | 60,282 | | | | 59,288 | | | | 1,145,116 | | Executive Vice | | 2008 | | | 395,385 | | | | 415,220 | | | | 23,139 | | | | 200,000 | | | | 54,649 | | | | 28,597 | | | | 1,116,990 | | President & Chief Actuary | | 2007 | | | 367,385 | | | | 505,082 | | | | 24,979 | | | | 275,021 | | | | 19,157 | | | | 31,864 | | | | 1,223,488 | |
(1) Although the CEO as well as all other NEOs did not receive a base salary increase in 2009, the Summary Compensation Table shows an increase in salary dollars for 2009. This increase is due to pay period timing which resulted in an extra pay period in 2009 (27 vs. 26). This pay period timing occurs approximately once every decade. Consequently, the NEOs, as well as every employee in the organization, were paid an additional pay period in 2009. This will not result in an ongoing increase to the NEOs or any employee’s annual base pay. The amounts in this column include any salary that certain NEOs have deferred into SICA’s Deferred Compensation Plan. Such amounts are also included in the Nonqualified Deferred Compensation table on page 43. | | | (1) | | The amounts in this column include portions of salary that certain named executive officers have deferred into SICA’s Deferred Compensation Plan. Such amounts are also included in the Nonqualified Deferred Compensation table on page 36. | | (2) | | This column reflects amounts recognized as expense for the 2008 grants of performance-based restricted stock units, 2007 and 2006 grants of performance-based restricted stock, and 2008, 2007, 2006 and performance-based cash incentive unit awards. Grants of performance-based restricted stock and performance-based restricted stock units were made pursuant to the Omnibus Stock Plan, under which such shares vest three years from the date of grant, conditioned upon the attainment of certain predetermined performance goals. Grants of cash incentive unit awards were made pursuant to the Cash Incentive Plan, under which such units vest at the payment date, which is as soon as practicable in the calendar year following the end of the calendar year coincident with the end of the three-year performance period. The value of each cash incentive unit initially awarded increases or decreases to reflect total shareholder return on Selective common stock over the three-year performance period for the award. The number of cash incentive units ultimately earned increases or decreases based on: (i) cumulative three-year statutory net premium written growth relative to a peer index, and (ii) cumulative three-year statutory combined ratio relative to a peer index. Restricted stock, restricted stock unit, and cash incentive unit awards are subject to forfeiture should the grantee resign or be terminated for cause prior to vesting. Amounts recognized as expense for performance-based restricted stock and performance-based cash incentive unit awards granted in 2006 to the named executive officers are as follows: Mr. Murphy: $709,476 restricted stock and $1,751,037 cash incentive units; Mr. Thatcher: $69,838 restricted stock and $172,328 cash incentive units; Mr. Connell: $77,237 restricted stock and $250,000 cash incentive units; Mr. Guthrie: $71,067 restricted stock and $267,213 cash incentive units; and Mr. Zaleski: $63,171 restricted stock and $155,874 cash incentive units. Amounts recognized as expense for performance-based restricted stock and performance-based cash incentive unit awards granted in 2007 to the named executive officers are as follows: Mr. Murphy: $1,331,279 restricted stock and $545,146 cash incentive units; Mr. Thatcher: $147,518 restricted stock and $60,435 cash incentive units; Mr. Connell: $398,125 restricted stock and $163,050 cash incentive units; Mr. Guthrie: $431,302 restricted stock and $176,638 cash incentive units; and Mr. Zaleski: $129,868 restricted stock and $53,206 cash incentive units. Amounts recognized as expense for performance-based restricted stock unit and performance-based cash incentive unit awards granted in 2008 to the named executive officers are as follows: Mr. Murphy: $1,024,973 restricted stock units and $683,321 cash incentive units; Mr. Thatcher: $94,931 restricted stock units and $69,816 cash incentive units; Mr. Connell: $358,715 restricted stock units and $239,208 cash incentive units; Mr. Guthrie: $326,221 restricted stock units and $217,462 cash incentive units; and Mr. Zaleski: $129,854 restricted stock units and $88,525 cash incentive units. The expense reported in this column assumes the following: (i) the predetermined performance goals for the restricted stock unit grants are probable of being attained; (ii) per units values for the 2008, 2007, and 2006 cash incentive unit awards of $102.09, $81.89, and $109.69, respectively; and (iii) a 150% peer group unit multiplier for the 2007 and 2006 grants and a 125% peer group unit multiplier for the 2008 grants. | | (3) | | This column reflects amounts recognized as expense for the 2008, 2007, and 2006 option grants. The grant date fair value of these grants is calculated using the Black-Scholes option valuation method, in accordance with FAS 123R. For a discussion of the weighted-average assumptions used in the valuation of these awards, see Item 8. Financial Statements and Supplementary Data, Note 16, Share-Based Payments, in Selective’s Annual Report on Form 10-K for the year ended December 31, 2008; Item 8. Financial Statements and Supplementary Data, Note 17, Share-Based Payments, in Selective’s Annual Report on Form 10-K for the year ended December 31, 2007; and Item 8. Financial Statements and Supplementary Data, Note 18, Share-Based Payments, in Selective’s Annual Report on Form 10-K for the year ended December 31, 2006. Grants were made pursuant to the Omnibus Stock Plan, under which such options vest one-third each year, beginning the first anniversary of the grant date. The grants are subject to forfeiture should the grantee resign or be terminated for cause prior to vesting. |
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| | | (4) | | Amounts in this column include: (i) ACIP awards earned in 2008 and paid in March 2009 under the Cash Incentive Plan for Messrs. Murphy, Thatcher, Connell, and Zaleski, and for Mr. Guthrie, includes the annual incentive compensation payment earned in 2008 and paid in March 2009 under the IDCP; (ii) ACIP awards earned in 2007 and paid in 2008 under the Cash Incentive Plan for Messrs. Murphy, Thatcher, Connell, and Zaleski, and for Mr. Guthrie, includes the annual incentive compensation payment earned in 2007 and paid in 2008 under the IDCP; and (iii) ACIP awards earned in 2006 and paid in 2007 under the Cash Incentive Plan for Messrs. Murphy, Thatcher, Connell, and Zaleski, and for Mr. Guthrie, includes the annual incentive compensation payment earned in 2006 and paid in 2007 under the Investment Compensation Program. | | (5) | | Amounts in this column reflect the actuarial increase in the present value of each named executive officer’s pension benefits under all defined benefit pension plans of the company, determined using the same interest rate and mortality assumptions as those used for financial statement reporting purposes. There were no changes to the benefit formulas under the defined pension benefit plans in 2008. The increase in pension values reported in this column are attributable to the use of a different mortality table, a decrease in the discount rate used to calculate present value, along with the increase of years of service of the named executive officers. There were no above-market or preferential earnings on deferred compensation under the company’s nonqualified deferred compensation program. | | (6) | | For 2006, amounts in this column for each named executive officer reflect the following: |
(2) This column reflects the aggregate grant date fair value of the 2009 and 2008 grants of performance-based restricted stock units, 2007 grants of performance-based restricted stock, and 2009, 2008, and 2007 grants of performance-based cash incentive unit awards. Grants of performance-based restricted stock and performance-based restricted stock units were made pursuant to the Omnibus Stock Plan, under which such shares vest three years from the date of grant, conditioned upon the attainment of certain predetermined performance goals. Grants of performance-based cash incentive unit awards were made pursuant to the Cash Incentive Plan, under which such units vest at the payment date, which is as soon as practicable in the calendar year following the end of the calendar year coincident with the end of the three-year performance period. The value of each cash incentive unit initially awarded increases or decreases to reflect TSR on Selective common stock over the three-year performance period for the award. The number of cash incentive units ultimately earned increases or decreases based on: (i) cumulative three-year statutory NPW growth relative to a peer index, and (ii) cumulative three-year SCR relative to a peer index. Restricted stock, restricted stock unit, and cash incentive unit awards are subject to forfeiture should the grantee resign or be terminated for cause prior to vesting. The aggregate grant date fair value for performance-based restricted stock unit and performance-based cash incentive unit awards granted in 2009 to the NEOs are as follows: Mr. Murphy: $864,113 restricted stock units and $465,300 cash incentive units; Mr. Thatcher: $251,289 restricted stock units and $150,300 cash incentive units; Mr. Connell: $295,365 restricted stock units and $159,100 cash incentive units; Mr. Lanza: $222,032 restricted stock units and $132,800 cash incentive units; and Mr. Zaleski: $238,259 restricted stock units and $132,800 cash incentive units. The aggregate grant date fair value for performance-based restricted stock unit and performance-based cash incentive unit awards granted in 2008 to the NEOs are as follows: Mr. Murphy: $1,024,973 restricted stock units and $552,000 cash incentive units; Mr. Thatcher: $320,984 restricted stock units and $184,500 cash incentive units; Mr. Connell: $358,715 restricted stock units and $193,200 cash incentive units; Mr. Lanza: $214,365 restricted stock units and $123,200 cash incentive units; and Mr. Zaleski: $265,720 restricted stock units and $149,500 cash incentive units. The aggregate grant date fair value for performance-based restricted stock and performance-based cash incentive unit awards granted in 2007 to the NEOs are as follows: Mr. Murphy: $1,331,279 restricted stock and $443,800 cash incentive units; Mr. Thatcher: $442,552 restricted stock and $147,600 cash incentive units; Mr. Connell: $431,302 restricted stock and $143,800 cash incentive units; Mr. Lanza: $311,279 restricted stock and $103,800 cash incentive units; and Mr. Zaleski: $378,782 restricted stock and $126,300 cash incentive units. The aggregate grant date fair value reported in this column assumes the following: (i) the predetermined performance goals for the restricted stock unit grants are probable of being attained; (ii) per unit values for the cash incentive unit awards of $100.00; and (iii) a 100% peer group unit multiplier for cash incentive unit awards. The maximum value assuming the highest level of performance conditions for the performance-based restricted stock and restricted stock units are consistent with the amounts above. Although the maximum number of performance-based cash incentive units potentially issuable is 200% of the original grant, the ultimate maximum value of the grant cannot be determined due to the fact that, as stated above, the value of each unit is adjusted based on the TSR of Selective common stock, the maximum value of which is not determinable at this time. (3) This column reflects the aggregate grant date fair value for the 2009, 2008, and 2007 option grants. The aggregate grant date fair value of these grants is calculated using the Black-Scholes option valuation method. For a discussion of the weighted-average assumptions used in the valuation of these awards, see Item 8. Financial Statements and Supplementary Data, Note 17 Share-Based Payments, in Selective’s Annual Report on Form 10-K for the year ended December 31, 2009; Item 8. Financial Statements and Supplementary Data, Note 16, Share-Based Payments, in Selective’s Annual Report on Form 10-K for the year ended December 31, 2008; and Item 8. Financial Statements and Supplementary Data, Note 17, Share-Based Payments, in Selective’s Annual Report on Form 10-K for the year ended December 31, 2007. Grants were made pursuant to the Omnibus Stock Plan, under which such options vest one-third each year, beginning the first anniversary of the grant date. The grants are subject to forfeiture should the grantee resign or be terminated for cause prior to vesting. (4) Amounts in this column include ACIP awards to the NEOs earned in 2009 and paid in 2010, earned in 2008 and paid in 2009, and earned in 2007 and paid in 2008 that were granted under the Cash Incentive Plan. (5) Amounts in this column reflect the actuarial increase in the present value of each NEO’s pension benefits under all defined benefit pension plans of SICA, determined using the same interest rate and mortality assumptions as those used for financial statement reporting purposes. There were no changes to the benefit formulas under the defined pension benefit plans in 2009. The increases in pension values reported in this column are attributable to a decrease in the discount rate used to calculate present value along with the increase of years of service of the NEOs. There were no above-market or preferential earnings on deferred compensation under SICA’s nonqualified deferred compensation program. (6) For 2009, amounts in this column for each NEO reflect the following: | • | · | Mr. Murphy: $33,075$31,800 of company matching contributions to Mr. Murphy’shis Deferred Compensation Plan $3,000 for tax preparation services, and $6,825$10,725 of company matching contributions to Mr. Murphy’shis 401(k) plan. | |
| • | · | Mr. Thatcher: $13,312$11,719 of company matching contributions to Mr. Thatcher’shis Deferred Compensation Plan, $1,500 for tax preparation services, and $2,263$10,725 of company matching contributions to Mr. Thatcher’shis 401(k) plan.plan, and $41,597 of cash dividend payments related to the 2007 restricted stock grant. | |
| • | · | Mr. Connell: $7,330$9,113 of company matching contributions to Mr. Connell’shis Deferred Compensation Plan, $675 for tax preparation services, and $9,750$10,725 of company matching contributions to Mr. Connell’shis 401(k) plan. | |
| • | · | Mr. Guthrie: $12,936Lanza: $8,809 of company matching contributions to Mr. Guthrie’shis Deferred Compensation Plan, $1,660 for tax preparation services, $2,937$10,725 of company matching contributions to Mr. Guthrie’shis 401(k) plan, and $730 representing the difference between the market rate$24,349 of interest and the actual rate of interest on indebtednesscash dividend payments related to the company.2007 restricted stock grant. | |
| • | · | Mr. Zaleski: $10,237$8,175 of company matching contributions to Mr. Zaleski’shis Deferred Compensation Plan, $1,175 for tax preparation services, and $9,750$10,725 of company matching contributions to Mr. Zaleski’shis 401(k) plan.plan, and $40,388 of cash dividend payments related to the 2007 restricted stock grant. |
For 2007, amounts in this column for each named executive officer reflect the following: | • | | Mr. Murphy: $30,875 of company matching contributions to Mr. Murphy’s Deferred Compensation Plan, and $10,114 of company matching contributions to Mr. Murphy’s 401(k) plan. | | | • | | Mr. Thatcher: $15,569 of company matching contributions to Mr. Thatcher’s Deferred Compensation Plan, and $2,859 of company matching contributions to Mr. Thatcher’s 401(k) plan. | | | • | | Mr. Connell: $8,650 of company matching contributions to Mr. Connell’s Deferred Compensation Plan, $525 for tax preparation services, and $10,075 of company matching contributions to Mr. Connell’s 401(k) plan. | | | • | | Mr. Guthrie: $14,790 of company matching contributions to Mr. Guthrie’s Deferred Compensation Plan, $2,280 for tax preparation services, $3,075 of company matching contributions to Mr. Guthrie’s 401(k) plan, and $617 representing the difference between the market rate of interest and the actual rate of interest on indebtedness to the company. | | | • | | Mr. Zaleski: $16,716 of company matching contributions to Mr. Zaleski’s Deferred Compensation Plan, $1,415 for tax preparation services, and $3,738 of company matching contributions to Mr. Zaleski’s 401(k) plan. |
For 2008, amounts in this column for each named executive officer reflect the following:Page 38 | • | | Mr. Murphy: $30,875 of company matching contributions to Mr. Murphy’s Deferred Compensation Plan, $1,200 for tax preparation services, and $10,075 of company matching contributions to Mr. Murphy’s 401(k) plan. | | | • | | Mr. Thatcher: $11,118 of company matching contributions to Mr. Thatcher’s Deferred Compensation Plan, and $10,075 of company matching contributions to Mr. Thatcher’s 401(k) plan. | | | • | | Mr. Connell: $10,400 of company matching contributions to Mr. Connell’s Deferred Compensation Plan, $1,016 for tax preparation services, and $10,075 of company matching contributions to Mr. Connell’s 401(k) plan. | | | • | | Mr. Guthrie: $7,762 of company matching contributions to Mr. Guthrie’s Deferred Compensation Plan, $938 for tax preparation services, $10,075 of company matching contributions to Mr. Guthrie’s 401(k) plan, and $504 representing the difference between the market rate of interest and the actual rate of interest on indebtedness to the company. | | | • | | Mr. Zaleski: $7,915 of company matching contributions to Mr. Zaleski’s Deferred Compensation Plan, and $10,075 of company matching contributions to Mr. Zaleski’s 401(k) plan. |
Grants of Plan Based Awards The following table shows the grants of plan based awards to our named executive officersNEOs in 2008:2009: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Grant Date | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value | | | | | | | | | | | | | | | | | | | | | Estimated Future Payouts Under Equity | | | All Other | | | | | | | | of Cash | | | | | | | | | | | | | | | | | | | | | Incentive Plan Awards(2) | | | Option | | | | | | | | Incentive | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Re- | | | Awards: | | | Exercise | | | Unit, | | | | | | | | | | | Estimated Future | | | | | | | | | | | | | | | | | | stricted | | | Number of | | | or Base | | | Restricted | | | | | | | | | | | Payouts Under Non- | | | | | | | | | | | | | | | | | | Stock | | | Securities | | | Price of | | | Stock, and | | | | | | | | | | | Equity Incentive Plan | | | | | | | | | | | | | | | | | | Awards | | | Underlying | | | Option | | | Option | | | | | | | | | | | Awards(1) | | | Cash Incentive Unit Awards(3) | | | (#) | | | Options | | | Awards | | | Awards(4) | | | Name | | | Grant Date | | | Minimum($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | Maximum (#) | | | (#) | | | ($/Sh) | | | ($) | | | Gregory E. Murphy | | | | 2/6/2008 | | | | $ | 0 | | | | $ | 1,800,000 | | | | | 2,760 | | | | | 5,520 | | | | | 11,040 | | | | | 42,583 | | | | | 4,154 | | | | $ | 24.07 | | | | $ | 1,600,111 | | | | Dale A. Thatcher | | | | 2/6/2008 | | | | $ | 0 | | | | $ | 712,500 | | | | | 923 | | | | | 1,845 | | | | | 3,690 | | | | | 14,228 | | | | | 4,154 | | | | $ | 24.07 | | | | $ | 550,106 | | | | Richard F. Connell | | | | 2/6/2008 | | | | $ | 0 | | | | $ | 787,500 | | | | | 966 | | | | | 1,932 | | | | | 3,864 | | | | | 14,903 | | | | | 4,154 | | | | $ | 24.07 | | | | $ | 575,053 | | | | Kerry A. Guthrie | | | | 2/6/2008 | | | | $ | 0 | | | | $ | 797,160 | | | | | 879 | | | | | 1,757 | | | | | 3,514 | | | | | 13,553 | | | | | 4,154 | | | | $ | 24.07 | | | | $ | 525,059 | | | | Ronald J. Zaleski | | | | 2/6/2008 | | | | $ | 0 | | | | $ | 600,000 | | | | | 748 | | | | | 1,495 | | | | | 2,990 | | | | | 11,528 | | | | | 4,154 | | | | $ | 24.07 | | | | $ | 450,117 | | | |
| | | | | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other | | | | | | Grant Date Fair Value | | | | | | Estimated Future Payouts under Non- Equity Incentive Plan Awards(1) | | | Cash Incentive Unit | | | Re- stricted Stock Awards (#) | | | Awards: Number of Secur- ities | | | Exer- cise or Base Price | | | of Cash Incentive Unit, Restricted Stock, and | | Name | | | | Thres- hold ($) | | | Maximum ($) | | | Thres- hold (#) | | | Target (#) | | | Maximum (#) | | | Maximum (#) | | | lying Options (#) | | | Option Awards ($/Sh) | | | Option ($) | | Gregory E. Murphy | | 1/30/09 | | $ | 0 | | | $ | 1,800,000 | | | | 2,327 | | | | 4,653 | | | | 9,306 | | | | 56,294 | | | | 6,514 | | | $ | 15.35 | | | $ | 1,350,015 | | Dale A. Thatcher | | 1/30/09 | | $ | 0 | | | $ | 712,500 | | | | 752 | | | | 1,503 | | | | 3,006 | | | | 18,183 | | | | 6,514 | | | $ | 15.35 | | | $ | 422,191 | | Richard F. Connell | | 1/30/09 | | $ | 0 | | | $ | 787,500 | | | | 796 | | | | 1,591 | | | | 3,182 | | | | 19,242 | | | | 6,514 | | | $ | 15.35 | | | $ | 475,067 | | Michael H. Lanza | | 1/30/09 | | $ | 0 | | | $ | 652,500 | | | | 664 | | | | 1,328 | | | | 2,656 | | | | 16,066 | | | | 6,514 | | | $ | 15.35 | | | $ | 375,434 | | Ronald J. Zaleski | | 1/30/09 | | $ | 0 | | | $ | 600,000 | | | | 664 | | | | 1,328 | | | | 2,656 | | | | 16,066 | | | | 6,514 | | | $ | 15.35 | | | $ | 391,661 | |
(1) Amounts represent minimum and maximum potential ACIP award to each NEO under our Cash Incentive Plan for 2009. Maximum awards reflect the maximum ACIP award established by the SEBC. ACIP awards are intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code. Actual payouts of the above-referenced awards are included in the “Non-Equity Incentive Compensation Plan” column of the “Summary Compensation Table.” For information regarding the ACIP, see the section of the Compensation Discussion and Analysis beginning on page 27 entitled “Annual Cash Incentive Program.” (2) Performance-based cash incentive unit awards are granted under the Cash Incentive Plan, and performance-based restricted stock unit awards and stock option awards are granted under the Omnibus Stock Plan. For a description of the material terms of such awards, see the section of the Compensation Discussion and Analysis beginning on page 33 entitled, “Elements of Long-Term Compensation.” (3) The number of performance-based cash incentive units paid can range from 0-200%, and therefore, the amount payable could be $0. The threshold selected represents 35-44.9th percentile of the Cash Incentive Unit Peer Group; the target represents 45-54.9th percentile of the Cash Incentive Unit Peer Group; and the maximum represents greater than or equal to 80th percentile of the Cash Incentive Unit Peer Group. (4) This column includes restricted stock unit awards calculated at grant date fair value, cash incentive unit awards with an initial value of $100 per unit, and stock options valued at the Black-Scholes value on the date of grant. | | | (1) | | For Messrs. Murphy, Thatcher, Connell, and Zaleski, amounts represent minimum and maximum potential ACIP award to each named executive officer under our Cash Incentive Plan for 2008. Maximum awards reflect the maximum ACIP award established by the SEBC pursuant to the requirements of Section 162(m) of the Internal Revenue Code. For Mr. Guthrie, the amounts represent the minimum and maximum potential annual cash incentive award under the IDCP for 2008. Actual payouts of the above-referenced awards are included in the “Non-Equity Incentive Compensation Plan” column of the “Summary Compensation Table.” For information regarding the ACIP and the annual cash incentive payment under the IDCP, see the section of the Compensation Discussion and Analysis beginning on page 22 entitled “Annual Cash Incentive Program.” | | (2) | | Performance-based cash incentive unit awards are granted under the Cash Incentive Plan, and performance-based restricted stock unit awards and stock option awards are granted under the Omnibus Stock Plan. For a description of the material terms of such awards, see pages 25-27 of the Compensation Discussion & Analysis. | | (3) | | The number of performance-based cash incentive units paid can range from 0-200%, and therefore, has the potential to pay $0. The threshold selected represents 35-44.9th percentile of the Cash Incentive Unit Peer Group; the target represents 45-54.9th percentile of the Cash Incentive Unit Peer Group; and the maximum represents greater than or equal to 80th percentile of the Cash Incentive Unit Peer Group. | | (4) | | This column includes restricted stock unit awards calculated at grant date fair value, cash incentive unit awards with an initial value of $100 per unit, and stock options valued at the Black-Scholes value on the date of grant. |
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Outstanding Equity Awards at Fiscal Year End
The following table shows the unexercised options and unvested stock awards to our named executive officersNEOs as of December 31, 2008:2009:
| | Option Awards | | Stock Awards | | Name | | No. of Securities Underlying Unexer- cised Options (#) Exercisable | | | No. of Securities Underlying Unexer- cised Options (#) Unexer- cisable(1) | | | Option Exer- cise Price ($/Sh)(2) | | Option Expiration Date | | No. of Shares or Units of Stock That Have Not Vested (#)(3) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | Equity Incentive Plan Awards: No. of Unearned Shares, Units or Other Rights That Have Not Vested | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(10) | | Gregory E. Murphy | | | 21,062 | | | | | | | 11.1875 | | 02/06/2011 | | | 45,181 | (4) | | | 743,229 | | | | 4,438 | (7) | | | 275,777 | | | | | 10,362 | | | | | | | 10.375 | | 02/05/2012 | | | 58,377 | (5) | | | 960,302 | | | | 5,520 | (8) | | | 418,858 | | | | | 11,394 | | | | | | | 11.6175 | | 02/04/2013 | | | | | | | | | | | 4,653 | (9) | | | 345,811 | | | | | 10,000 | | | | | | | 17.395 | | 02/03/2014 | | | | | | | | | | | | | | | | | | | | 10,000 | | | | | | | 22.025 | | 02/01/2015 | | | | | | | | | | | | | | | | | | | | 3,480 | | | | | | | 28.74 | | 01/30/2016 | | | | | | | | | | | | | | | | | | | | 2,320 | | | | 1,160 | | | | 27.44 | | 01/30/2017 | | | | | | | | | | | | | | | | | | | | 1,384 | | | | 2,770 | | | | 24.07 | | 02/06/2018 | | | | | | | | | | | | | | | | | | | | | | | | 6,514 | | | | 15.35 | | 01/30/2019 | | | | | | | | | | | | | | | | | Dale A. Thatcher | | | 10,000 | | | | | | | | 22.025 | | 02/01/2015 | | | 16,128 | (6) | | | 265,306 | | | | 1,476 | (7) | | | 91,719 | | | | | 3,480 | | | | | | | | 28.74 | | 01/30/2016 | | | 15,096 | (4) | | | 248,331 | | | | 1,845 | (8) | | | 139,999 | | | | | 2,320 | | | | 1,160 | | | | 27.44 | | 01/30/2017 | | | 18,856 | (5) | | | 310,178 | | | | 1,503 | (9) | | | 111,703 | | | | | 1,384 | | | | 2,770 | | | | 24.07 | | 02/06/2018 | | | | | | | | | | | | | | | | | | | | | | | | 6,514 | | | | 15.35 | | 01/30/2019 | | | | | | | | | | | | | | | | | Richard F. Connell | | | 10,000 | | | | | | | | 22.025 | | 02/01/2015 | | | 15,812 | (4) | | | 260,112 | | | | 1,438 | (7) | | | 89,357 | | | | | 3,480 | | | | | | | | 28.74 | | 01/30/2016 | | | 19,954 | (5) | | | 328,243 | | | | 1,932 | (8) | | | 146,600 | | | | | 2,320 | | | | 1,160 | | | | 27.44 | | 01/30/2017 | | | | | | | | | | | 1,591 | (9) | | | 118,243 | | | | | 1,384 | | | | 2,770 | | | | 24.07 | | 02/06/2018 | | | | | | | | | | | | | | | | | | | | | | | | 6,514 | | | | 15.35 | | 01/30/2019 | | | | | | | | | | | | | | | | | Michael H. Lanza | | | 3,480 | | | | | | | | 28.74 | | 01/30/2016 | | | 11,344 | (6) | | | 186,609 | | | | 1,038 | (7) | | | 64,501 | | | | | 2,320 | | | | 1,160 | | | | 27.44 | | 01/30/2017 | | | 10,082 | (4) | | | 165,845 | | | | 1,232 | (8) | | | 93,484 | | | | | 1,384 | | | | 2,770 | | | | 24.07 | | 02/06/2018 | | | 16,660 | (5) | | | 274,065 | | | | 1,328 | (9) | | | 98,697 | | | | | | | | | 6,514 | | | | 15.35 | | 01/30/2019 | | | | | | | | | | | | | | | | | Ronald J. Zaleski | | | 9,638 | | | | | | | | 10.375 | | 02/05/2012 | | | 12,231 | (4) | | | 201,206 | | | | 1,263 | (7) | | | 78,483 | | | | | 8,606 | | | | | | | | 11.6175 | | 02/04/2013 | | | 16,660 | (5) | | | 274,065 | | | | 1,495 | (8) | | | 113,441 | | | | | 5,748 | | | | | | | | 17.395 | | 02/03/2014 | | | | | | | | | | | 1,328 | (9) | | | 98,697 | | | | | 10,000 | | | | | | | | 22.025 | | 02/01/2015 | | | | | | | | | | | | | | | | | | | | 3,480 | | | | | | | | 28.74 | | 01/30/2016 | | | | | | | | | | | | | | | | | | | | 2,320 | | | | 1,160 | | | | 27.44 | | 01/30/2017 | | | | | | | | | | | | | | | | | | | | 1,384 | | | | 2,770 | | | | 24.07 | | 02/06/2018 | | | | | | | | | | | | | | | | | | | | | | | | 6,514 | | | | 15.35 | | 01/30/2019 | | | | | | | | | | | | | | | | |
(1) The options listed in this column vest ratably over three years beginning on the first anniversary of the date of grant. (2) The exercise price of option grants issued under the Omnibus Stock Plan is the closing market price on the date of the grant. The exercise price on options grants issued under previous equity plans is the average of the high and the low market price on the date of grant. (3) In the event of a termination of employment on or after an individual’s “Early Retirement Date,” as defined under the Retirement Income Plan, holders of performance-based restricted stock and restricted stock unit awards are vested in such awards subject only to the attainment of applicable performance measures. Early Retirement Dates for the NEOs are as follows: Mr. Murphy, 11/11/2002; Mr. Thatcher, 12/10/2015; Mr. Connell, 2/7/2008; Mr. Lanza, 12/16/2016; and Mr. Zaleski, 12/7/2009. (4) Reflects number of performance-based restricted stock units and related accrued DEUs initially granted on February 6, 2008, which will vest and be payable, subject to the attainment of applicable performance measures on February 6, 2011. (5) Reflects number of performance-based restricted stock units and related accrued DEUs initially granted on January 30, 2009, which will vest and be payable, subject to the attainment of applicable performance measures on January 30, 2012. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards
| | | Stock Awards
| | Name | | No. of | No. of | | Option | | Option | | | No. of Shares | | Market Value | | Equity | | Equity | | | Securities | Securities | | Exercise | | Expiration | | | or Units of | | of Shares or | | Incentive Plan | | Incentive Plan | | | Under- | Under- | | Price | | Date | | | Stock That | | Units of Stock | | Awards: No. of | | Awards: | | | lying | lying | | ($/Sh)(2) | | | | | | | Have Not | | That Have Not | | Unearned | | Market or | | | Unexer- | Unexer- | | | | | | | | | | | Vested | | Vested | | Shares, Units | | Payout Value | | | cised | cised | | | | | | | | | | | (#)(3)(4) | | ($) | | or Other Rights | | of Unearned | | | Options | Options (#) | | | | | | | | | | | | | | | That Have Not | | Shares, Units | | | (#) | Unexer- | | | | | | | | | | | | | | | Vested | | or Other | | | Exercis- | cisable(1) | | | | | | | | | | | | | | | | | Rights That | | | able | | | | | | | | | | | | | | Have Not | | | | | | | | | | | | | | | | | Vested | | | | | | | | | | | | | | | | | ($)(8) | Gregory | | | 21,062 | | | | | | | 11.1875 | | | | 02/06/2011 | | | | | 43,569 | | | | 999,036 | | | | 10,642 | (5) | | | 975,982 | | E. | | | 10,362 | | | | | | | 10.375 | | | | 02/05/2012 | | | | | | | | | | | | | 4,438 | (6) | | | 371,044 | | Murphy | | | 11,394 | | | | | | | 11.6175 | | | | 02/04/2013 | | | | | | | | | | | | | 5,520 | (7) | | | 1,127,127 | | | | | 10,000 | | | | | | | 17.395 | | | | 02/03/2014 | | | | | | | | | | | | | | | | | | | | | | 10,000 | | | | | | | 22.025 | | | | 02/01/2015 | | | | | | | | | | | | | | | | | | | | | | 2,320 | | | 1,160 | | | | 28.74 | | | | 01/30/2016 | | | | | | | | | | | | | | | | | | | | | | 1,160 | | | 2,320 | | | | 27.44 | | | | 01/30/2017 | | | | | | | | | | | | | | | | | | | | | | | | | 4,154 | | | | 24.07 | | | | 02/06/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Dale A. | | | 10,000 | | | | | | | 22.025 | | | | 02/01/2015 | | | | | 19,419 | | | | 445,272 | | | | 3,142 | (5) | | | 288,154 | | Thatcher | | | 2,320 | | | 1,160 | | | | 28.74 | | | | 01/30/2016 | | | | | 7,290 | | | | 167,160 | | | | 1,476 | (6) | | | 123,403 | | | | | 1,160 | | | 2,320 | | | | 27.44 | | | | 01/30/2017 | | | | | 16,128 | | | | 369,815 | | | | 1,845 | (7) | | | 376,730 | | | | | | | | 4,154 | | | | 24.07 | | | | 02/06/2018 | | | | | 14,557 | | | | 333,802 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Richard | | | 10,000 | | | | | | | 22.025 | | | | 02/01/2015 | | | | | 15,248 | | | | 349,638 | | | | 3,292 | (5) | | | 301,911 | | F. | | | 2,320 | | | 1,160 | | | | 28.74 | | | | 01/30/2016 | | | | | | | | | | | | | 1,438 | (6) | | | 120,226 | | Connell | | | 1,160 | | | 2,320 | | | | 27.44 | | | | 01/30/2017 | | | | | | | | | | | | | 1,932 | (7) | | | 394,494 | | | | | | | | 4,154 | | | | 24.07 | | | | 02/06/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Kerry A. | | | 4,000 | | | | | | | 7.594 | | | | 02/03/2010 | | | | | 13,867 | | | | 317,966 | | | | 2,842 | (5) | | | 260,641 | | Guthrie | | | 4,500 | | | | | | | 11.1875 | | | | 02/06/2011 | | | | | | | | | | | | | 1,438 | (6) | | | 120,226 | | | | | 10,000 | | | | | | | 10.375 | | | | 02/05/2012 | | | | | | | | | | | | | 1,757 | (7) | | | 358,762 | | | | | 12,000 | | | | | | | 11.6175 | | | | 02/04/2013 | | | | | | | | | | | | | | | | | | | | | | 8,000 | | | | | | | 17.395 | | | | 02/03/2014 | | | | | | | | | | | | | | | | | | | | | | 10,000 | | | | | | | 22.025 | | | | 02/01/2015 | | | | | | | | | | | | | | | | | | | | | | 2,320 | | | 1,160 | | | | 28.74 | | | | 01/30/2016 | | | | | | | | | | | | | | | | | | | | | | 1,160 | | | 2,320 | | | | 27.44 | | | | 01/30/2017 | | | | | | | | | | | | | | | | | | | | | | | | | 4,154 | | | | 24.07 | | | | 02/06/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ronald J. | | | 9,638 | | | | | | | 10.375 | | | | 02/05/2012 | | | | | 19,419 | | | | 445,272 | | | | 2,842 | (5) | | | 260,641 | | Zaleski | | | 8,606 | | | | | | | 11.6175 | | | | 02/04/2013 | | | | | 6,594 | | | | 151,200 | | | | 1,263 | (6) | | | 105,595 | | | | | 5,748 | | | | | | | 17.395 | | | | 02/03/2014 | | | | | 13,804 | | | | 316,526 | | | | 1,495 | (7) | | | 305,263 | | | | | 10,000 | | | | | | | 22.025 | | | | 02/01/2015 | | | | | 11,795 | | | | 270,457 | | | | | | | | | | | | | 2,320 | | | 1,160 | | | | 28.74 | | | | 01/30/2016 | | | | | | | | | | | | | | | | | | | | | | 1,160 | | | 2,320 | | | | 27.44 | | | | 01/30/2017 | | | | | | | | | | | | | | | | | | | | | | | | | 4,154 | | | | 24.07 | | | | 02/06/2018 | | | | | | | | | | | | | | | | | | |
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| | | (1) | | The options listed in this column vest ratably over three years beginning on the first anniversary of the date of grant. | | (2) | | The exercise price of option grants issued under the Omnibus Stock Plan is the closing market price on the date of the grant. The exercise price on options grants issued under previous equity plans is the average of the high and the low market price on the date of grant. | | (3) | | In the event of a termination of employment on or after an individual’s “Early Retirement Date,” as defined under the Retirement Income Plan for Selective Insurance Company of America (“Retirement Income Plan”), holders of performance-based restricted stock and restricted stock unit awards are fully vested in such awards subject to the attainment of applicable performance measures. Early Retirement Dates for the named executive officers are as follows: Mr. Murphy, 10/26/2002; Mr. Thatcher, 12/3/2015; Mr. Connell, 2/3/2008; Mr. Guthrie, 9/8/2007; and Mr. Zaleski, 12/7/2009. | | (4) | | As noted below, amounts in this column include shares attained through Selective’s Dividend Reinvestment and Stock Purchase Plan (“DRP”). Pursuant to equity grants made under Selective’s previous equity plans, the grantee can choose on the date of vesting to take the dividends on the granted shares in cash or in accumulated dividend reinvestment shares of Selective’s common stock. One thousand four hundred and nineteen shares (1,419) included in this column for Messrs. Thatcher and Zaleski were |
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| | | | | forfeited on February 1, 2009 and the dividends on the awards that vested on February 1, 2009 were paid to Messrs. Thatcher and Zaleski in cash. | | (5) | | Reflects number of performance-based cash incentive units initially granted in 2006 to the named executive officers for the three-year performance period ending December 31, 2008. In the event of a termination of employment on or after an individual’s Early Retirement Date, as defined under the Retirement Income Plan, holders of such awards are vested in such awards, with the initial number of units and the value of each unit subject to adjustment, based on the attainment of specified performance measures. Early Retirement Dates for the named executive officers are as follows: Mr. Murphy, 11/11/2002; Mr. Thatcher, 12/10/2015; Mr. Connell, 2/7/2008; Mr. Guthrie, 9/11/2007; and Mr. Zaleski, 12/9/2009. Settlement of the 2006 cash incentive award will be made as soon as practicable in the 2009 calendar year, following the determination of the attainment of the applicable performance measures. | | (6) | | Reflects number of performance-based cash incentive units initially granted in 2007 to the named executive officers for the three-year performance period ending December 31, 2009. In the event of a termination of employment on or after an individual’s Early Retirement Date, as defined under the Retirement Income Plan, holders of such awards are vested in such awards, with the initial number of units and the value of each unit subject to adjustment, based on the attainment of specified performance measures. Early Retirement Dates for the named executive officers are as follows: Mr. Murphy, 11/11/2002; Mr. Thatcher, 12/10/2015; Mr. Connell, 2/7/2008; Mr. Guthrie, 9/11/2007; and Mr. Zaleski, 12/9/2009. Settlement of the 2007 cash incentive award will be made as soon as practicable in the 2010 calendar year, following the determination of the attainment of the applicable performance measures. | | (7) | | Reflects number of performance-based cash incentive units initially granted in 2008 to the named executive officers for the three-year performance period ending December 31, 2010. In the event of a termination of employment on or after an individual’s Early Retirement Date, as defined under the Retirement Income Plan, holders of such awards are vested in such awards, with the initial number of units and the value of each unit subject to adjustment, based on the attainment of specified performance measures. Early Retirement Dates for the named executive officers are as follows: Mr. Murphy, 11/11/2002; Mr. Thatcher, 12/10/2015; Mr. Connell, 2/7/2008; Mr. Guthrie, 9/11/2007; and Mr. Zaleski, 12/9/2009. Settlement of the 2008 cash incentive award will be made as soon as practicable in the 2010 calendar year, following the determination of the attainment of the applicable performance measures. | | (8) | | The amounts in this column reflect: (i) the target 100% unit multiplier for the number of cash incentive units granted for the 2006 and 2007 grants and the maximum 200% unit multiplier for the number of cash incentive units granted for the 2008 grant based on performance against the Cash Incentive Unit Peer Group; and (ii) an $91.71 per unit value for the 2006 grant, an $83.61 per unit value for the 2007 grant, and $102.09 per unit value for 2008 grant based on total shareholder return at December 31, 2008. The target 100% unit multiplier is used in the calculation for the 2006 and 2007 grants because performance through December 31, 2008 is at target and the maximum 200% unit multiplier is used in the calculation for the 2008 grant because performance through December 31, 2008 has exceeded the target amounts, which are identified for the 2008 grant in the Grants of Plan Based Awards table on page 32. |
(6) Reflects number of performance-based restricted stock initially granted on January 30, 2007, which vested and was paid on January 30, 2010. (7) Reflects number of performance-based cash incentive units initially granted in 2007 to the NEOs for the three-year performance period ending December 31, 2009. In the event of a termination of employment on or after an individual’s Early Retirement Date, as defined under the Retirement Income Plan, holders of such awards are vested in such awards, with the initial number of units and the value of each unit subject to adjustment, based on the attainment of specified performance measures. Early Retirement Dates for the NEOs are set forth in footnote 3. Settlement of the 2007 cash incentive unit award will be made as soon as practicable in the 2010 calendar year, following the determination of the attainment of the applicable performance measures. (8) Reflects number of performance-based cash incentive units initially granted in 2008 to the NEOs for the three-year performance period ending December 31, 2010. In the event of a termination of employment on or after an individual’s Early Retirement Date, as defined under the Retirement Income Plan, holders of such awards are vested in such awards, with the initial number of units and the value of each unit subject to adjustment, based on the attainment of specified performance measures. Early Retirement Dates for the NEOs are set forth in footnote 3. Settlement of the 2008 cash incentive unit award will be made as soon as practicable in the 2011 calendar year, following the determination of the attainment of the applicable performance measures. (9) Reflects number of performance-based cash incentive units initially granted in 2009 to the NEOs for the three-year performance period ending December 31, 2011. In the event of a termination of employment on or after an individual’s Early Retirement Date, as defined under the Retirement Income Plan, holders of such awards are vested in such awards, with the initial number of units and the value of each unit subject to adjustment, based on the attainment of specified performance measures. Early Retirement Dates for the NEOs are set forth in footnote 3. Settlement of the 2009 cash incentive unit award will be made as soon as practicable in the 2012 calendar year, following the determination of the attainment of the applicable performance measures. (10) The amounts in this column reflect: (i) the target 100% unit multiplier for the number of cash incentive units granted for the 2007, 2008, and 2009 awards based on performance against the Cash Incentive Unit Peer Group; and (ii) a $62.14 per unit value for the 2007 grant, a $75.88 per unit value for the 2008 grant, and a $74.32 per unit value for 2009 grant based on TSR at December 31, 2009. The target 100% unit multiplier is used in the calculation for the 2007, 2008, and 2009 grants because performance through December 31, 2009 is below target for the 2007 and 2008 grants and at target for the 2009 grant. The targets are identified for the 2009 grant in the Grants of Plan Based Awards table on page 39.
Option Exercises and Stock Vested The following table shows the option exercise and stock vesting of grants of plan based awards to our named executive officersNEOs in 2008:2009: | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards(1) | | | Number of | | | | | | Number of | | | | | Shares Acquired | | Value Realized | | Shares Acquired | | Value Realized | | | on Exercise | | on Exercise | | on Vesting | | on Vesting | Name | | (#) | | ($) | | (#) | | ($) | Gregory E. Murphy | | | 6,832 | | | | 88,720 | | | | 48,516 | | | | 1,152,255 | | Dale A. Thatcher | | | 0 | | | | 0 | | | | 19,333 | | | | 459,154 | | Richard F. Connell | | | 0 | | | | 0 | | | | 60,689 | | | | 1,452,383 | | Kerry A. Guthrie | | | 4,000 | | | | 59,940 | | | | 15,718 | | | | 373,303 | | Ronald J. Zaleski | | | 0 | | | | 0 | | | | 19,333 | | | | 459,154 | |
| | Option Awards | | | Stock Awards | | Name | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting(1) (#) | | | Value Realized on Vesting ($)(2) | | Gregory E. Murphy | | | 0 | | | | 0 | | | | 10,642 | | | | 975,982 | | Dale A. Thatcher | | | 0 | | | | 0 | | | | 28,432 | | | | 676,355 | | Richard F. Connell | | | 0 | | | | 0 | | | | 3,292 | | | | 301,911 | | Michael H. Lanza | | | 0 | | | | 0 | | | | 17,942 | | | | 458,064 | | Ronald J. Zaleski | | | 0 | | | | 0 | | | | 41,240 | | | | 860,817 | |
(1) Amounts in this column include shares of performance-based restricted stock vested to the NEOs in 2009 as well as performance-based cash incentive units paid to the NEOs in 2009. The amounts reflected in the table attributable to shares of performance-based restricted stock are as follows: Mr. Thatcher, 25,290; Mr. Lanza, 15,550; and Mr. Zaleski, 38,398. The amounts reflected in the table attributable to performance-based cash incentive units are as follows: Mr. Murphy, 10,642; Mr. Thatcher, 3,142; Mr. Connell, 3,292; Mr. Lanza, 2,392; and Mr. Zaleski, 2,842.
In the event of a termination of employment on or after an individual’s Early Retirement Date as defined under the Retirement Income Plan, holders of restricted stock awards become vested in such awards, provided any related performance measures are attained. As a result, the value becomes subject to ordinary income taxation upon a holder attaining his Early Retirement Date if the related performance measure has been met by such date, notwithstanding the continued employment of the holder by Selective or its subsidiaries. Due to the imposition of this accelerated income tax liability, the SEBC determined it appropriate to fully vest and remove the restrictions on such shares. Accordingly, the numbers and amounts shown for Mr. Zaleski reflect a grant awarded to him in 2007.
(2) Amounts in this column include the value of shares of performance-based restricted stock vested to the NEOs in 2009 as well as the amount paid for performance-based cash incentive units to the NEOs in 2009. The amounts reflected in the table that are attributable to shares of performance-based restricted stock are as follows: Mr. Thatcher, $388,201; Mr. Lanza, $238,693; and Mr. Zaleski, $600,176. The amounts reflected in the table attributable to performance-based cash incentive units are as follows: Mr. Murphy, $975,982; Mr. Thatcher, $288,154; Mr. Connell, $301,911; Mr. Lanza, $219,371; and Mr. Zaleski, $260,641. | | | (1) | | In the event of a termination of employment on or after an individual’s Early Retirement Date as defined under the Retirement Income Plan, holders of restricted stock awards become fully vested in such awards, provided any related performance measures have been attained. As a result, the value became subject to ordinary income taxation upon a holder attaining his Early Retirement Date, notwithstanding the continued employment of the holder by the company. Due to the imposition of this accelerated income tax liability, the SEBC determined it appropriate to fully vest and remove the restrictions on such shares. Accordingly, the numbers and amounts shown for Messrs. Murphy and Guthrie reflect grants awarded to them in 2007 and the amount shown for Mr. Connell reflects grants awarded to him in 2005, 2006, and 2007. |
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Pension Benefits Selective’s lead insurance subsidiary,
SICA maintains a tax qualified non-contributory defined benefit pension plan, the Retirement Income Plan, andPlan. Most SICA employees, including the Selective Insurance Supplemental Pension Plan (“SERP”). Most employees,NEOs and certain former employees of SICA, whose employment with SICA commenced on or before December 31, 2005, including the named executive officers, are eligible to receive benefits under the Retirement Income Plan. Selective also maintains anthe unfunded SERP,Selective Insurance Supplemental Pension Plan (“SERP”), as permitted under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to provide payments to certain executives and other participants in the Retirement Income Plan participants equal to the difference between: (i) the benefit payment to a participant under the Retirement Income Plan calculated without regard to ERISA and Internal Revenue Code limitations on annual amounts payable under the Retirement Income Plan; and (ii) the benefit payable to the participant pursuant to such limitations.
The Retirement Income Plan was amended as of July 1, 2002 to provide for different calculations based on age and company service with the company as of that date. Monthly benefits payable at normal retirement age under the Retirement Income Plan and SERP at normal retirement age are computed by adding two calculations: (i) 2% of “average monthly base salary” (based onas follows. Defined terms used in this section, but not defined in this Proxy Statement, have the monthly average ofmeanings given to them in the participant’s compensation for the 60 months out of the most recent 120 months of employment preceding the participant’s termination of employment for which the employee’s base salary is the highest) less 1 3/7% of a Social Security benefit multiplied by the number of years of benefit service through June 30, 2002 (up to a maximum of 35 years); and (ii) 1.2% of average monthly base salary (as described above) multiplied by the number of years of benefit service after June 30, 2002. Retirement Income Plan.
| 1. | If a participant: (i) attained age 50 and completed five years of vesting service on or before July 1, 2002, or (ii) completed at least 25 years of vesting service on or before July 1, 2002, a participant’s benefit is equal to 2% of Average Monthly Compensation, minus 1 3/7% of Primary Social Security Benefits multiplied by years of Benefit Service (up to 35 years), reduced by the annuity contract issued by the AXA Equitable Life Insurance Company (“Equitable”) purchased under a prior plan. |
| 2. | If a participant: (i) completed at least five years of Vesting Service; and (ii) the sum of a participant’s age and Vesting Service is 55 or more, a participant’s benefit is equal to the sum of: (a) 2% of Average Monthly Compensation, less 1 3/7% of Primary Social Security benefit multiplied by the number of years of Benefit Service through June 30, 2002 (up to a maximum of 35 years) reduced by the monthly amount, if any of retirement annuity payable under the group annuity contract issued by Equitable that was purchased under a prior plan, based on Benefit Service as of June 30, 2002, but including compensation earned after such date; and (b) 1.2% of Average Monthly Compensation multiplied by the number of years of Benefit Service after June 30, 2002. |
| 3. | If a participant first became eligible for the plan before July 1, 2002, but did not qualify for either 1 or 2 above, the participant’s benefit is equal to the greater of: (i) the benefit accrued as of June 30, 2002 equal to 2% of Average Monthly Compensation less 1 3/7% of Primary Social Security Benefit multiplied by years of Benefit Service (up to 35 years) reduced by the monthly amount, if any of retirement annuity payable under the group annuity contract issued by Equitable that was purchased under a prior plan, based on Benefit Service as of June 30, 2002, but including compensation earned after such date for purposes of determining the participant’s Average Monthly compensation; and (ii) 1.2% of Average Monthly Compensation multiplied by years of Benefit Service. |
| 4. | If a participant first became a participant in the plan after July 1, 2002, the benefit is equal to 1.2% of Average Monthly Compensation multiplied by years of Benefit Service. |
The earliest retirement age is age 55 with 10 years of service or the attainment of 70 points (age plus years of service). ForIf a participant who retires atchooses to begin receiving benefits before his or her 65th birthday, the earliest retirement age,amount of the Retirement Income Plan’s early reduction factors are 6 2/3% per year for the first five years and 3 1/3% for the next five years and the reduction is actuarially equivalent for years earlier than age 55. monthly benefit will be reduced as follows: | · | By 1/180th for each complete calendar month for the first 60 months by which the first early retirement benefit payment precedes the attainment of Normal Retirement Age; |
| · | By 1/360th for each complete calendar month for the next 60 months by which the first early retirement benefit payments precede Normal Retirement Age; and |
| · | By 60% plus 1/600th per month for each month prior to age 55. |
At retirement, participants receive monthly pension payments. There are four optional forms of payments and may choose among four joint and survivor payment options.that can be chosen as alternatives to the Normal Form of Payment. The following table shows information regarding the pension benefits of our named executive officers:NEOs: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Present Value of | | Payments | | | | | | | | | | | Number of Years | | Accumulated | | During Last | | | Early Retirement | | | | | | Credited Service | | Benefit | | Fiscal Year | Name | | Eligible | | Plan Name | | (#)(1) | | ($)(2) | | ($) | Gregory E. Murphy | | Yes | | Retirement Income Plan | | | 27.58 | | | | 537,053 | | | | 0 | | | | | | | | SERP | | | 27.58 | | | | 1,610,320 | | | | 0 | | Dale A. Thatcher | | No | | Retirement Income Plan | | | 7.67 | | | | 72,989 | | | | 0 | | | | | | | | SERP | | | 7.67 | | | | 47,177 | | | | 0 | | Richard F. Connell | | Yes | | Retirement Income Plan | | | 7.33 | | | | 182,966 | | | | 0 | | | | | | | | SERP | | | 7.33 | | | | 138,617 | | | | 0 | | Kerry A. Guthrie | | Yes | | Retirement Income Plan | | | 20.00 | | | | 330,599 | | | | 0 | | | | | | | | SERP | | | 20.00 | | | | 204,992 | | | | 0 | | Ronald J. Zaleski | | No | | Retirement Income Plan | | | 8.25 | | | | 116,995 | | | | 0 | | | | | | | | SERP | | | 8.25 | | | | 72,273 | | | | 0 | |
| | | (1) | | The Retirement Income Plan imposes a one-year waiting period for plan participation. | | (2) | | Present value as of December 31, 2008 is calculated on the basis of normal retirement age of 65. A 6.24% discount rate is applied and the RP-2000 Mortality Table is used to calculate the values indicated. |
Name | | Early Retirement Eligible | | Plan Name | | Number of Years Credited Service (#)(1) | | | Present Value of Accumulated Benefit ($)(2) | | | Payments During Last Fiscal Year ($) | | Gregory E. Murphy | | Yes | | Retirement Income Plan | | | 28.58 | | | | 641,802 | | | | 0 | | | | | | SERP | | | 28.58 | | | | 1,954,086 | | | | 0 | | Dale A. Thatcher | | No | | Retirement Income Plan | | | 8.67 | | | | 97,942 | | | | 0 | | | | | | SERP | | | 8.67 | | | | 74,574 | | | | 0 | | Richard F. Connell | | Yes | | Retirement Income Plan | | | 8.33 | | | | 235,586 | | | | 0 | | | | | | SERP | | | 8.33 | | | | 189,239 | | | | 0 | | Michael H. Lanza | | No | | Retirement Income Plan | | | 4.42 | | | | 48,729 | | | | 0 | | | | | | SERP | | | 4.42 | | | | 31,820 | | | | 0 | | Ronald J. Zaleski | | Yes | | Retirement Income Plan | | | 9.25 | | | | 152,744 | | | | 0 | | | | | | SERP | | | 9.25 | | | | 96,806 | | | | 0 | |
(1) The Retirement Income Plan imposes a one-year waiting period for plan participation, which year is not included in years of credited service. (2) Present value as of December 31, 2009 is calculated on the basis of normal retirement age of 65. A 5.93% discount rate is applied and the 2009 Static Mortality Table is used to calculate the values indicated.
Nonqualified Deferred Compensation The Deferred Compensation Plan allows participants to defer receipt of up to 50% of base salary and/orand up to 100% of their ACIP.ACIP payments. Participants may choose from a variety of investment options that mirror the market performance of the selected funds. Each year, participants elect whether to schedule in-service withdrawals or withdrawals at separation of service. For those funds to be distributed at separation of service, participants may be paid in five, ten,10, or fifteen15 annual installments, or a lump sum. SICA may make matching contributions of $0.65 of each dollar deferred, Page 35
up to 7% of base salary, except that SICA will match the Retirement Savings Plan contributions first, and in no event will a participant receive a matching contribution in excess of $0.65 of each dollar, up to 7% of base salary. The following table shows information regarding nonqualified deferred compensation of our named executive officers:NEOs: | | | | | | | | | | | | | | | | | | | | | | | Executive | | Selective | | | | | | Aggregate | | Aggregate Balance | | | Contributions | | Contributions in | | Aggregate | | Withdrawals/ | | at December 31, | | | in 2008 | | 2008 | | Earnings in 2008 | | Distributions | | 2008 | Name | | ($)(1) | | ($)(2) | | ($)(3) | | ($) | | ($)(4) | Gregory E. Murphy | | | 47,500 | | | | 30,875 | | | | (359,070 | ) | | | 0 | | | | 548,856 | | Dale A. Thatcher | | | 46,577 | | | | 11,118 | | | | (149,556 | ) | | | 0 | | | | 180,449 | | Richard F. Connell | | | 212,147 | | | | 10,400 | | | | (715,185 | ) | | | 0 | | | | 1,032,602 | | Kerry A. Guthrie | | | 148,906 | | | | 7,762 | | | | (363,725 | ) | | | 0 | | | | 506,981 | | Ronald J. Zaleski | | | 246,059 | | | | 7,915 | | | | (930,042 | ) | | | 0 | | | | 1,159,024 | |
| | | (1) | | Amounts in this column attributable to 2008 salary deferred by the named executive officers are included in the Salary column of the Summary Compensation Table. Such amounts are as follows: Mr. Murphy, $47,500; Mr. Thatcher, $46,577; Mr. Connell, $124,643; Mr. Guthrie, $74,656; and Mr. Zaleski, $108,548. The balance of the amounts in this column, $87,504 for Mr. Connell, $74,250 for Mr. Guthrie, and $137,511 for Mr. Zaleski, are attributable to the deferral of a portion of their ACIP paid in March 2008. | | (2) | | 100% of the information in this column is included in the All Other Compensation Column of the Summary Compensation Table. | | (3) | | The information in this column is not included in the Summary Compensation Table because such earnings are not above market earnings. | | (4) | | The Aggregate Balance as of December 31, 2008 includes the following contributions of the named executive officers and SICA to the Deferred Compensation Plan which are included in the Summary Compensation Table |
Name | | Executive Contributions in 2009 ($)(1) | | | Selective Contributions in 2009 ($)(2) | | | Aggregate Earnings in 2009 ($)(3) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at December 31, 2009 ($)(4) | | Gregory E. Murphy | | | 56,077 | | | | 31,800 | | | | 135,490 | | | | 0 | | | | 794,167 | | Dale A. Thatcher | | | 49,327 | | | | 11,719 | | | | 49,200 | | | | 0 | | | | 277,838 | | Richard F. Connell | | | 14,019 | | | | 9,113 | | | | 195,905 | | | | 0 | | | | 1,266,647 | | Michael H. Lanza | | | 13,552 | | | | 8,809 | | | | 5,993 | | | | 0 | | | | 36,351 | | Ronald J. Zaleski | | | 141,538 | | | | 8,175 | | | | 320,621 | | | | 0 | | | | 1,618,602 | |
(1) Amounts in this column are attributable to 2009 salary deferred by Messrs. Murphy, Thatcher, Connell and Lanza and are included in the Salary column of the Summary Compensation Table. Of the amounts in this column for Mr. Zaleski, $41,538 is attributable to 2009 salary deferred, which is included in the Salary column of the Summary Compensation Table, and $100,000 is attributable to the deferral of a portion of his ACIP paid in March 2009. (2) 100% of the information in this column is included in the All Other Compensation Column of the Summary Compensation Table. (3) The information in this column is not included in the Summary Compensation Table because such earnings are not above market earnings. (4) The Aggregate Balance as of December 31, 2009 includes the following contributions of the NEOs and SICA to the Deferred Compensation Plan, which are included in the Summary Compensation Table: | • | | For 2006: Mr. Murphy, $329,498; Mr. Thatcher, $42,927; Mr. Connell, $470,907; Mr. Guthrie, $36,561; and Mr. Zaleski, $376,604. | | | • | · | For 2007: Mr. Murphy, $283,262; Mr. Thatcher, $56,069; Mr. Connell, $342,899; Mr. Guthrie, $185,990;Lanza, $11,988; and Mr. Zaleski, $303,659. | |
| • | · | For 2008: Mr. Murphy, $78,375; Mr. Thatcher, $57,695; Mr. Connell, $222,547; Mr. Guthrie, $156,668;Lanza, $0; and Mr. Zaleski, $253,974. |
| · | For 2009: Mr. Murphy, $87,877; Mr. Thatcher, $61,046; Mr. Connell, $23,132; Mr. Lanza, $22,361; and Mr. Zaleski, $149,713. |
Employment Agreements and Potential Payments
Upon upon Termination or Change of Control
SICA entered into amended Employment Agreementsemployment agreements (collectively, the “Employment Agreements”) with Messrs. Murphy, Thatcher, Connell, Guthrie, and Zaleski (the “Executives”),the NEOs, as of December 23, 2008. The Employment Agreements were amended to comply with the requirements of Section 409(A) of the Internal Revenue Code. The Employment Agreements were additionally amended to substitute the contracting party to the agreement from Selective to SICA. The amended Employment Agreements do not otherwise substantively change the terms or conditions of the previous employment agreements The following table summarizes the principal provisions of the Employment Agreements. Defined terms used in this table, but not defined in this Proxy Statement, have the meanings given to them in the Employment Agreements. | | | | | | | | | | | | | | | | Term | | | Continuation of the Prior Agreements’prior agreements’ initial three (3) yearthree-year term,(1) automatically renewed for additional one (1) yearone-year periods unless terminated by either party with written notice. | | | | | (1) | | | | | | | | | | | | | | | | | | Compensation | | | Base salary.(2) | | | | | | | | | | | | | | | | | | | | | | | Benefits | | | Eligible to participate in incentive compensation plan, stock plan, 401(k) plan, defined benefit pension plan and any other stock option, stock appreciation right, stock bonus, pension, group insurance, retirement, profit sharing, medical, disability, accident, life insurance, relocation plan or policy, or any other plan, program, policy or arrangement of Selective or SICA intended to benefit SICA’s employees generally. | | | | | | | | | | | | | | | | | | | | | | | Vacation and Reimbursements | | | Vacation time and reimbursements for ordinary travel and entertainment expenses in accordance with SICA’s policies. | | | | | | | | | | | | | | | | | | | | | | | Perquisites | | | Suitable offices, secretarial and other services, and other perquisites to which other executives of SICA are generally entitled. | | | | | | | | | | | | | | | | | | | | | | | Severance and Benefits on Termination without Change in Control | | · | • | | For Cause or Resignation by ExecutiveNEO other than for Good Reason: Reason: Salary and benefits accrued through termination date. | | | · | | | | | | | • | | Death or Disability:Disability: Multiple(3) of: (i) Executive’s salary,NEO’s salary; plus (ii) average of three (3) most recent annual cash incentive payments; provided that any such severance payments be reduced by life or disability insurance payments under policies with respect to which SICA paid premiums.premiums, paid in 12 equal installments. | | | · | | | | | | | | | | | | | | | | | | | | | • | | Without Cause by SICA, Relocation of Office over Fifty (50)50 Miles (without Executive’sNEO’s consent), Resignation for Good Reason by Executive:NEO: | | | | o | Multiple(3) of: (i) NEO’s salary; plus (ii) average of three most recent annual cash incentive payments paid in 12 equal installments. | | | | | | o | | | | | | | | | | | | | | | • | | Multiple(3) of: (i) Executive’s salary, plus (ii) average of three (3) most recent annual cash incentive payments. | | | | | | | | | | | | | | | | | | | | | | • | | Medical, dental, vision, disability, and life insurance coverage in effect for ExecutiveNEO and dependents until the earlier of specified period of months(4) following termination or commencement of equivalent benefits from a new employer. | | | | · | | | | | | | | | | | | | | | | • | | Stock Awards:Awards: Except for termination for Cause or resignation by the ExecutiveNEO other than for Good Reason, immediate vesting and possible extended exercise period, as applicable, for any previously granted stock options, stock appreciation rights, cash incentive units, restricted stock, and stock bonuses. | | | | | | | |
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| | | | | | | | | | | Severance and Benefits on Termination after Change in Control | | For termination Withoutwithout Cause or by ExecutiveNEO with Good Reason within two (2) years following a Change in Control (as defined in the Employment Agreement), ExecutiveNEO is entitled to: | | | | | | | · | | | | • | | Severance payment equal to multiple(5) of the greater of: (i) Executive’sNEO’s salary plus target annual cash incentive payment; or (ii) Executive’sNEO’s salary plus the average of Executive’s three (3) immediately priorNEO’s annual cash incentive payments. | | | payments for the three calendar years prior to the calendar year in which the termination occurs, paid in lump sum. | | | · | | | | | • | | Medical, dental, vision, disability, and life insurance coverage in effect for ExecutiveNEO and dependents until the earlier of period of months(6) following termination or commencement of equivalent benefits from a new employer. | | | | | | | | | | | | • | · | Stock Awards, same as above, except that the initial number of cash incentive units is increasedmultiplied by 150%. | | | | | | | | | | | | • | · | Tax Gross-Up Payment,gross-up payment, if necessary, to offset any excise tax imposed on ExecutiveNEO for such payments or benefits. |
Release; | | | | | | | | | | | | | | | Release;
Confidentiality and | | • | · | Receipt of severance payments and benefits conditioned upon: | Confidentiality and | | | | Non-Solicitation | | | | • | o | Entry into release of claims; and | Non-Solicitation | | | | | | | | | • | o | No disclosure of confidential or proprietary information or solicitation of employees to leave the RegistrantSelective or its subsidiaries for a period of two (2) years following the termination of the Employment Agreement. |
(1) The Employment Agreements automatically renewed for additional one-year periods on April 25, 2009 for Mr. Murphy, on July 26, 2009 for Mr. Lanza, and on July 31, 2009 for Messrs. Connell, Thatcher, and Zaleski. (2) As of January 31, 2010, the annual base salaries for the NEOs were as follows: Mr. Murphy, $900,000; Mr. Thatcher, $475,000; Mr. Connell, $450,000; Mr. Lanza, $435,000; and Mr. Zaleski, $400,000. | | | (1) | | Initial three (3) year term ends on April 25, 2009 for Mr. Murphy and July 31, 2009 for Messrs. Connell, Thatcher, Guthrie, and Zaleski. | | (2) | | As of January 31, 2009, the annual base salaries for the Executives were as follows: Mr. Murphy, $900,000; Mr. Thatcher, $475,000; Mr. Connell, $450,000; Mr. Guthrie, $425,000; and Mr. Zaleski, $400,000. | | (3) | | For Mr. Murphy the multiple is 2; for Mr. Connell the multiple is 1.75; and for Messrs. Thatcher, Guthrie, and Zaleski the multiple is 1.5. | | (4) | | For Mr. Murphy the period is 24 months; for Mr. Connell, 21 months; and for Messrs. Thatcher, Guthrie, and Zaleski, 18 months. | | (5) | | For Mr. Murphy the multiple is 2.99; for Mr. Connell the multiple is 2.5; and for Messrs. Thatcher, Guthrie, and Zaleski the multiple is 2. | | (6) | | For Mr. Murphy the period is 36 months; and for Messrs. Connell, Thatcher, Guthrie, and Zaleski, 24 months. |
(3) For Mr. Murphy the multiple is 2; for Mr. Connell the multiple is 1.75; and for Messrs. Thatcher, Lanza, and Zaleski the multiple is 1.5. (4) For Mr. Murphy the period is 24 months; for Mr. Connell the period is 21 months; and for Messrs. Thatcher, Lanza, and Zaleski the period is 18 months. (5) For Mr. Murphy the multiple is 2.99; for Mr. Connell the multiple is 2.5; and for Messrs. Thatcher, Lanza, and Zaleski the multiple is 2. (6) For Mr. Murphy the period is 36 months; and for Messrs. Connell, Thatcher, Lanza, and Zaleski the period is 24 months.
The following table shows information regarding payments thatand benefits to which our NEOs would have been paid to our named executive officersbe entitled under the scenarios shown as of December 31, 2008:2009: | | | | | | | | | | | | | | | | | | | | | | | Resignation(1) | | | | | | | | | | | | | or Termination | | | | | | Death or | | Termination | | Change in | | | For Cause | | Retirement(2) | | Disability | | Without Cause | | Control | Name | | ($) | | ($) | | ($)(3) | | ($)(4) | | ($)(5) | Gregory E. Murphy | | | — | | | | 2,909,625 | | | | 7,309,625 | | | | 7,328,733 | | | | 14,512,045 | | Dale A. Thatcher | | | — | | | | 1,915,970 | | | | 3,188,470 | | | | 3,204,258 | | | | 5,629,276 | | Richard F. Connell | | | — | | | | 969,021 | | | | 2,491,531 | | | | 2,493,748 | | | | 4,854,803 | | Kerry A. Guthrie | | | — | | | | 878,213 | | | | 2,138,213 | | | | 2,141,650 | | | | 3,882,278 | | Ronald J. Zaleski | | | — | | | | 1,702,300 | | | | 2,872,310 | | | | 2,885,303 | | | | 4,832,953 | |
Name | | Resignation(1) or Termination For Cause ($) | | | Retirement(2) ($) | | | Death or Disability ($)(3) | | | Termination without Cause or Resignation with Good Reason ($)(4) | | | Change in Control ($)(5) | | Gregory E. Murphy | | | - | | | | 2,751,143 | | | | 6,584,476 | | | | 6,599,888 | | | | 10,021,983 | | Dale A. Thatcher | | | - | | | | 1,174,400 | | | | 2,371,900 | | | | 2,383,402 | | | | 4,241,292 | | Richard F. Connell | | | - | | | | 949,721 | | | | 2,384,731 | | | | 2,386,010 | | | | 4,467,324 | | Michael H. Lanza | | | - | | | | 890,366 | | | | 1,912,866 | | | | 1,928,862 | | | | 3,732,877 | | Ronald J. Zaleski | | | - | | | | 773,057 | | | | 1,805,567 | | | | 1,820,228 | | | | 3,326,286 | |
(1) Other than a resignation for Good Reason. (2) This column includes the value of unvested performance-based restricted stock and restricted stock units granted under the Omnibus Stock Plan and any related accrued DEUs. These awards would normally vest upon: (i) retirement or continuation in service through the end of the applicable performance period; and (ii) the achievement of the specified performance goals applicable to each such award, and be payable following the end of the applicable three-year performance period. Also included in this column is the value of performance-based cash incentive units awarded under the Cash Incentive Plan to the NEOs. The value of such awards is calculated using: (i) the target 100% unit multiplier for the number of cash incentive units granted; and (ii) the per unit value at December 31, 2009. Under the Cash Incentive Plan, participants’ awards, including the NEOs’ awards, would fully vest and be payable following the end of the applicable three-year performance period. (3) This column includes the value of unvested performance-based restricted stock and restricted stock units granted under the Omnibus Stock Plan and any related accrued DEUs. In the event of total disability, these awards would normally vest for all participants, including the NEOs, upon the achievement of the specified performance goals applicable to each such award, and be payable following the end of the applicable three-year performance period. In the event of death, the awards are immediately vested and payable for all participants, including the NEOs. Also included in this column is the value of performance-based cash incentive units awarded under the Cash Incentive Plan to the NEOs. The value of such awards is calculated using: (i) the target 100% unit multiplier for the number of cash incentive units granted; and (ii) the per unit value at December 31, 2009. Under the Cash Incentive Plan, participants’ awards, including the NEOs’ awards, would fully vest and be payable following the end of the applicable three-year performance period. This column also includes the severance payment provided for in each NEO’s Employment Agreement. Payments in this column will be reduced by life or disability insurance payments under policies with respect to which SICA paid premiums. (4) This column includes the value of unvested performance-based restricted stock and restricted stock units granted under the Omnibus Stock Plan and any related accrued DEUs. These awards would normally vest upon: (i) a termination without Cause or for Good Reason; and (ii) the achievement of the specified performance goals applicable to each such award, and be payable following the end of the applicable three-year performance period. Also included in this column is the value of performance-based cash incentive units awarded under the Cash Incentive Plan to the NEOs. The value is calculated using: (i) the target 100% unit multiplier for the number of cash incentive units granted; and (ii) the per unit value at December 31, 2009. The awards would fully vest and be payable following the end of the applicable three-year performance period. Also included in this column are the severance payment and the value of medical, dental, vision, disability, and life insurance coverage, all as provided for in each NEO’s Employment Agreement. | | | (1) | | Other than a resignation for “Good Reason” | | (2) | | This column includes the value of unvested restricted stock and restricted stock units granted under the Omnibus Stock Plan and any related accrued DEUs, all of which shares would normally vest upon retirement for any participant in such plans and be payable upon the achievement of the specified performance goals applicable to each such award. Also included is the current intrinsic value of performance-based cash incentive units awarded under the Cash Incentive Plan to the named executive officers, which, as for any other participant, would fully vest upon retirement and be payable following the end of the applicable three-year performance period, subject to the achievement of the specified performance goals applicable to each such award. |
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| | | (3) | | This column includes the value of unvested restricted stock and restricted stock units granted under the Omnibus Stock Plan and any related accrued DEUs, all of which shares would normally vest upon death or disability for any participant in such plans. The restricted stock granted would be payable upon the achievement of the specified performance goals applicable to each such award. The restricted stock units granted would, in the event of death, be payable immediately and, in the event of disability, upon the achievement of the specified performance goals applicable to each such award. This column also includes the severance payment provided for in each named executive officer’s Employment Agreement. Also included is the current intrinsic value of performance-based cash incentive units awarded under the Cash Incentive Plan to the named executive officers, which, as for any other participant, would fully vest upon death or disability and be payable following the end of the applicable three-year performance period, subject to the achievement of the specified performance goals applicable to each such award. Payments in this column will be reduced by life or disability insurance payments under policies with respect to which SICA paid premiums. | | (4) | | Also applicable to resignation for Good Reason. This column includes: (i) the value of unvested restricted stock and restricted stock units granted under the Omnibus Stock Plan and any related accrued DEUs, all of which shares would vest upon a termination Without Cause or for Good Reason and be payable upon the achievement of the specified performance goals applicable to each such award; (ii) the severance payment; and (iii) the value of medical, dental, vision, disability, and life insurance coverages, all as provided for in each named executive officer’s Employment Agreement. This column also includes the current intrinsic value of performance-based cash incentive units awarded under the Cash Incentive Plan to the named executive officers, which would fully vest and be payable following the end of the applicable three-year performance period, subject to the achievement of the specified performance goals applicable to each such award. | | (5) | | This column includes: (i) the value of unvested restricted stock and restricted stock units granted under the Omnibus Stock Plan and any related accrued DEUs payable upon the achievement of the specified performance goals applicable to each such award, and (ii) the value of 150% of the number of outstanding performance-based cash incentive units awarded to the named executive officers under the Cash Incentive Plan, calculated using a per unit value at December 31, 2008 of $91.71 for the 2006 grant, $83.61 for the 2007 grant, and $102.09 for the 2008 grant, all of which would vest upon a change in control for any participant holding such awards under such plans. This column also includes the severance payment and the value of medical, dental, vision, disability, and life insurance coverages, as provided for in each named executive officer’s Employment Agreement. This column also includes the value of any tax gross-up payment necessary to offset any excise tax imposed for the payment and benefits disclosed in this column. |
(5) This column includes the value of unvested performance-based restricted stock and restricted stock units granted under the Omnibus Stock Plan and any related accrued DEUs, which would immediately vest and be payable for all participants, including the NEOs. This column also includes the value of performance-based cash incentive units awarded under the Cash Incentive Plan to the NEOs, all of which would vest upon a change in control for any participant, including the NEOs, holding such awards under such plans. The value of such awards is calculated using: (i) a 150% per unit multiplier; and (ii) the per unit value at December 31, 2009, all of which would vest upon a change in control for any participant, including the NEOs, holding such awards under such plans. This column also includes the severance payment and the value of medical, dental, vision, disability, and life insurance coverage, as provided for in each NEO’s Employment Agreement. This column also includes the value of any tax gross-up payment necessary to offset any excise tax imposed for the payment and benefits disclosed in this column.
DIRECTOR COMPENSATION The following table shows compensation earned or paid to our non-employee directors in 2008 and stock and option awards outstanding at December 31, 2008during 2009 (employee directors do not receive compensation for serving on the Board) are shown. Name | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(2) | | | Total ($) | | Paul D. Bauer | | | 33,000 | | | | 82,535 | | | | 32,497 | | | | 148,032 | | W. Marston Becker | | | 18,006 | | | | 82,535 | | | | 32,497 | | | | 133,038 | | A. David Brown | | | 49,506 | | | | 57,536 | | | | 32,497 | | | | 139,539 | | John C. Burville | | | 30,500 | | | | 62,534 | | | | 32,497 | | | | 125,531 | | William M. Kearns, Jr. | | | 12,488 | | | | 49,000 | | | | 32,497 | | | | 93,985 | | Joan M. Lamm-Tennant | | | 15,500 | | | | 82,535 | | | | 32,497 | | | | 130,532 | | S. Griffin McClellan III | | | 35,000 | | | | 57,536 | | | | 32,497 | | | | 125,033 | | Michael J. Morrissey | | | 39,000 | | | | 57,536 | | | | 32,497 | | | | 129,033 | | Cynthia S. Nicholson | | | 1,500 | | | | 18,487 | | | | 0 | | | | 19,987 | | Ronald L. O’Kelley | | | 28,000 | | | | 70,030 | | | | 32,497 | | | | 130,527 | | William M. Rue | | | 16,000 | | | | 82,535 | | | | 32,497 | | | | 131,032 | | J. Brian Thebault | | | 30,500 | | | | 82,535 | | | | 32,497 | | | | 145,532 | |
(1) This column reflects the aggregate grant date fair value for the 2009 grants of restricted stock units to directors, based on a grant date fair value of $11.60, and the following table:portion of each director’s annual retainer paid in stock. Under the Omnibus Stock Plan, at least 50% of a director’s annual retainer, as set forth below, must be paid in Selective common stock. | | | | | | | | | | | | | | | | | | | Fees Earned or | | | | | | | | | Paid in Cash | | Stock Awards | | Option Awards | | Total | Name | | ($) | | ($)(1) | | ($)(2) | | ($) | Paul D. Bauer | | | 34,500 | | | | 82,555 | | | | 32,524 | | | | 149,579 | | W. Marston Becker | | | 8,000 | | | | 82,555 | | | | 32,524 | | | | 123,079 | | A. David Brown | | | 13,500 | | | | 82,555 | | | | 32,524 | | | | 128,579 | | John C. Burville | | | 30,000 | | | | 62,552 | | | | 32,524 | | | | 125,076 | | William M. Kearns, Jr. | | | 29,000 | | | | 82,555 | | | | 32,524 | | | | 144,079 | | Joan M. Lamm-Tennant | | | 9,500 | | | | 82,555 | | | | 32,524 | | | | 124,579 | | S. Griffin McClellan III | | | 32,000 | | | | 57,560 | | | | 32,524 | | | | 122,084 | | Michael J. Morrissey | | | 26,670 | | | | 17,202 | | | | 0 | | | | 43,872 | | Ronald L. O’Kelley | | | 31,500 | | | | 70,069 | | | | 32,524 | | | | 134,093 | | John F. Rockart | | | 11,898 | | | | 40,432 | | | | 32,524 | | | | 84,854 | | William M. Rue | | | 15,500 | | | | 82,555 | | | | 32,524 | | | | 130,579 | | J. Brian Thebault | | | 32,500 | | | | 82,555 | | | | 32,524 | | | | 147,079 | |
(2) This column reflects the aggregate grant date fair value for the 2009 option grants to directors using the Black-Scholes option valuation method and based on a grant date fair value of $2.22. The aggregate number of options outstanding at December 31, 2009 for each director was as follows: Messrs. Bauer and Kearns: 66,156; Messrs. Becker and Burville: 30,156; Mr. McClellan: 42,156; Mr. O’Kelley: 36,156; Mr. Morrissey: 14,612; and Messrs. Rue, Mr. Thebault, Mr. Brown, and Ms. Lamm-Tennant: 60,156. | | | (1) | | This column reflects amounts recognized as expense for the 2008 grants of restricted stock units to directors, based on a grant date fair market value of $23.93, and the portion of each director’s annual retainer paid in stock, 50% of which annual retainer, as set forth below, must be paid to a director in Selective common stock. | | (2) | | This column reflects amounts recognized as expense for the 2008 option grants to directors using the Black Scholes option valuation method in accordance with FAS 123R. The grant date fair value of each of these grants is $150,161. The aggregate number of options outstanding at December 31, 2008 for each director is as follows: Messrs. Bauer, Kearns, and Rue: 51,544; Messrs. Becker and Burville: 15,544; Mr. Brown: 45,544; Mr. McClellan: 27,544; Mr. O’Kelley: 21,544; Mr. Rockart: 33,544; and Mr. Thebault and Ms. Lamm-Tennant: 57,544. |
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The following table reflectssummarizes the types and amounts of compensation forpaid to our non-employee directors in 2008:2009: | | | | | Type of Compensation | | Amount | Annual Retainer Fee | | $ | 50,000 | | Grant Date Fair Value of Annual Equity Award | | $ | 32,500 | | Black-Scholes Value of Annual Option Grant | | $ | 32,500 | | Board Meeting Attendance | | $ | 0 | | Committee Attendance Fee | | | | | In person | | $ | 1,500 | | By telephone | | $ | 1,000 | | Annual Chairperson Fee | | | | | Audit Committee | | $ | 15,000 | | Corporate Governance and Nominating Committee | | $ | 7,500 | | Finance Committee | | $ | 7,500 | | Salary & Employee Benefits Committee | | $ | 12,500 | | Lead Director Fee | | $ | 15,000 | | Expenses | | Reasonable |
Type of Compensation | | Amount | | Annual Retainer Fee | | $ | 50,000 | | Grant Date Fair Value of Annual Equity Award | | $ | 32,500 | | Black-Scholes Value of Annual Option Grant | | $ | 32,500 | | Board Meeting Attendance | | $ | 0 | | Committee Attendance Fee | | | | | In person | | $ | 1,500 | | By telephone | | $ | 1,000 | | Annual Chairperson Fee | | | | | Audit Committee | | $ | 15,000 | | Corporate Governance and Nominating Committee | | $ | 7,500 | | Finance Committee | | $ | 7,500 | | Salary and Employee Benefits Committee | | $ | 12,500 | | Lead Director Fee | | $ | 15,000 | | Expenses | | Reasonable | |
As shown in the Director Compensation table above,shows, the non-employee directors receive compensation in the forms of restricted stock units, stock options, and cash for their service as directors.director service. The SEBC setsreviews and approves the compensation for non-employee directors, including the Annual Retainer Fee annually.Fee. Pursuant to the Omnibus Stock Plan, non-employee directors must elect by December 20 of the prior year must elect to receive the Annual Retainer Fee either: (i) entirely in shares of Selective common stock; or (ii) in a combination of shares of common stock and cash which cash amount must befor up to 50% or less of the Annual Retainer Fee.Fee with the balance in shares of Selective common stock. The Annual Retainer Fee is paid in equal quarterly installmentsinstallments. The portion of the Annual Retainer Fee that is paid in shares of Selective common stock is valued based on fair market value on the payment date, which is the first (1st)business day of January, April, July, and October. The number of shares of common stock issued in each quarterly installment is determined by multiplying theequals:
The amount of Annual Retainer Fee to be paid in stock by one-quarter (0.25) and dividing that product by thex .25 The Fair Market Value of Selective’s common stock on the payment date. Under
In 2009, under the director compensation program, each non-employee director annually receivesreceived restricted stock units of Selective’s common stock having a $32,500 Fair Market Value on the date of grant of $32,500 and options on shares having a $32,500 Black-Scholes value on the date of grant of $32,500, whichgrant. The restricted stock units and options are granted pursuant to the terms of the Omnibus Stock Plan. Committee Attendance Fees and Annual Chairperson Fees as listed in the table above, are paid in cash.cash pursuant to the table above. By December 20 of
Pursuant to the prior year,Omnibus Stock Plan, non-employee directors may elect by December 20 to defer thetheir receipt of their director compensation including, but not limited to be earned in the following year (including their Annual Retainer, Fee, Committee Attendance Fees, Annual Chairperson Fees,committee fees, and the Annual Lead Director Feecommittee chairperson fees and any dividends and accrued interest thereon, but excluding restricted stock units and options granted under the Omnibus Stock Plan) to a specified future year, the attainment of age 70, or separation from service as a director. Effective as of May 1, 2010, conditioned upon approval by Selective’s stockholders of Proposal 3, the provisions of the Omnibus Stock Plan relating specifically to the form and deferral of non-employee director compensation will be removed from the Omnibus Stock Plan and restated as a separate plan, the Selective Insurance Group, Inc. Non-Employee Directors’ Deferred Compensation Plan (the “Directors Plan”). Any restricted stock units and stock options, and any common stock issued pursuant to the Directors Plan, will continue to be issued under the Omnibus Stock Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION No member of the Salary and Employee Benefits CommitteeCommittee: (i) was a Selective officer or employee in 2008,2009; (ii) is a former Selective officer,officer; or (iii) entered into any transaction in 20082009 requiring disclosure under the section entitled “Transactions with Related Persons.” No Selective executive officer served as a member of the compensation committee of another entity, or as a director of another entity, one of whose executive officers served on the Salary and Employee Benefits Committee or as a director of Selective. COMPENSATION COMMITTEE REPORT The Salary and Employee Benefits Committee establishes general executive compensation policies and establishes the salaries and bonuses of Selective’s executive officers, including the Chief Executive Officer. The Board of Directors did not modify any action or recommendation made by the Salary and Employee Benefits Committee with respect to executive compensation in 2008.2009. The Salary and Employee Benefits CommitteeCommittee: (i) has reviewed and discussed the Compensation Page 40
Discussion and Analysis with management; and (ii) based on this review and discussion recommended to the Board of Directors, and the Board approved, the inclusion of the Compensation Discussion and Analysis in Selective’s Annual Report on Form 10-K for the year ended December 31, 20082009 and this Proxy Statement.
Submitted by the Salary and Employee Benefits Committee of Selective’s Board of Directors,
J. Brian Thebault, Chairperson
Paul D. Bauer
A. David Brown John C. Burville
Michael J. Morrissey Cynthia S. Nicholson The Compensation Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other Selective filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Selective specifically incorporates the Compensation Committee Report by reference therein.
INFORMATION ABOUT PROPOSAL 2 3 Approval of the Amendment and Restatement of the Company’s Employee Selective Insurance Group, Inc. 2005 Omnibus Stock Purchase SavingsPlan
Selective's stockholders are being asked to approve an amendment and restatement of the Selective Insurance Group, Inc. 2005 Omnibus Stock Plan ("Omnibus Stock Plan"). The purpose of the amendment and restatement is to: | · | Increase the number of shares of common stock available for issuance under the Omnibus Stock Plan to a maximum of 3,400,000 shares (including any shares available for issuance under the Omnibus Stock Plan as of April 30, 2010); |
| · | Increase the maximum number of shares of common stock that can be granted to any participant in the Omnibus Stock Plan in a calendar year from 100,000 to 200,000; |
| · | Provide that awards under the Omnibus Stock Plan may be granted to consultants; |
| · | Provide that awards under the Omnibus Stock Plan may be provided to employees and consultants to subsidiaries of Selective that are less than 80% owned by Selective; |
| · | Limit the circumstances under which a “change in control” will occur under the plan; |
| · | Reapprove the performance goals under the plan for purposes of Section 162(m) of the Internal Revenue Code (“Section 162(m)”); |
| · | Remove certain provisions relating to the form and deferral of compensation to non-employee directors; and |
| · | Make certain other minor changes to the plan. |
Selective's stockholders are being asked to reapprove the performance goals under the Omnibus Stock Plan in accordance with Section 162(m). Section 162(m) limits Selective’s federal income tax deduction for compensation to certain specified senior executives (“covered employees”) to $1,000,000 per year, but excludes from that limit compensation that qualifies as “performance-based compensation." Certain awards made under the Omnibus Stock Plan to IncreaseSelective’s covered employees are intended to qualify as performance-based compensation under Section 162(m). These awards will be made subject to satisfaction of one or more of the Numberperformance goals listed below under "Performance Goals."
Because the administrator of Authorized
Shares Issuablethe Omnibus Stock Plan has the authority to establish the particular target(s) under the performance goals for each award to a covered employee intended to constitute “performance-based compensation,” Section 162(m) requires the material terms of the performance goals to be disclosed to, and reapproved by, Selective’s stockholders no later than the first stockholder meeting in the fifth year following the initial stockholder approval of the performance goals. As the performance goals in the Omnibus Stock Plan were initially approved by stockholders at the 2005 Annual Meeting, stockholder approval and reapproval of the goals is required at the 2010 Annual Meeting to ensure Section 162(m) qualification. For purposes of Section 162(m), the material terms of the performance goals we are asking you to approve and reapprove include: (i) the employees eligible to receive awards under the Omnibus Stock Plan; (ii) a description of the available performance measures; and (iii) the maximum amount that can be paid to any employee under awards if the performance goals are achieved. If stockholder approval is not received at the Annual Meeting, the Omnibus Stock Plan will remain effective but we will not be able to deduct compensation under the Omnibus Stock Plan that would have otherwise qualified as performance-based compensation under Section 162(m). The purpose of the Omnibus Stock Plan is to attract and retain employees and non-employee directors of Selective and its affiliates, to motivate them to achieve Selective's long-term goals, and to Make Certainfurther align their interests with those of the Selective's stockholders. Under NASDAQ rules, the amendment to the Omnibus Stock Plan must be approved by Selective's stockholders to be effective. In designing the Omnibus Stock Plan, the Board of Directors was guided by best practices that seek to identify specific performance metrics most closely tied to achievement of Selective's growth and profitability goals and the enhancement of stockholder value. The Omnibus Stock Plan is designed to work with other elements of Selective's compensation program, including the Cash Incentive Plan, to appropriately motivate and compensate executives and employees. Under the Omnibus Stock Plan, vesting and payment of certain of the awards may be directly linked to the achievement of specific performance metrics, as outlined below under "Performance Goals.”
To address any issues that stockholders may have regarding the number of shares that Selective would be able to grant subject to awards under the Omnibus Stock Plan, Selective's Board of Directors has determined that the average annual number of shares that may be granted subject to awards during the three fiscal years commencing January 1, 2010 under the Omnibus Stock Plan shall not be greater than 2.12% (average of the 2009 and the 2010 burn-rate caps) of the weighted average annual number of outstanding shares during such three fiscal years. For purposes of calculating the number of shares granted in a year, any full-value awards will count as equivalent to two shares. The calculation shall be made as follows: | · | Average annual number of shares granted = (A + B + C) ÷ 3 expressed as a percentage, where A, B, and C = the Granted Share Percentage (as defined below) for fiscal years 2010, 2011, and 2012, respectively. |
| · | The number of shares granted subject to awards under the Omnibus Stock Plan for each fiscal year = X / Y expressed as a percentage (the “Granted Share Percentage”), where X = the sum of the number of common shares granted subject to awards during the fiscal year pursuant to stock options, stock appreciation rights, restricted stock, restricted stock units, stock grants, other stock-based awards, actual performance shares delivered pursuant to long-term incentive plan awards, and earned deferred shares to employees, non-employee directors and consultants (if not otherwise included in one of the previously listed types of awards in the same or a previous year); and Y = the number of weighted average common shares of Selective outstanding for the fiscal year. |
The following is a summary of the amended and restated Omnibus Stock Plan, which is qualified in its entirety by the text of the amended and restated Omnibus Stock Plan, a copy of which is attached to this Proxy Statement as Appendix C.
Plan Administrator | · | The Salary and Employee Benefits Committee ("SEBC") of the Board of Directors. |
Authority of Plan Administrator | · | Grant awards under the Omnibus Stock Plan; |
| · | Determine the persons to whom and the time or times at which awards will be granted; |
| · | Determine the type and number of awards to be granted, the number of shares to which an award may relate and the terms, conditions, restrictions, and performance criteria relating to any award; |
| · | Determine whether, to what extent, and under what circumstances an award may be settled, cancelled, forfeited, exchanged, or surrendered; |
| · | Construe and interpret the Omnibus Stock Plan and any award under the Omnibus Stock Plan; |
| · | Prescribe, amend, and rescind rules and regulations relating to the Omnibus Stock Plan; |
| · | Determine the terms and provisions of the agreements evidencing awards under the Omnibus Stock Plan; and |
| · | Make all other determinations deemed necessary or advisable for the administration of the Omnibus Stock Plan, including: |
| o | Accelerate the date on which any option or stock appreciation right granted under the Omnibus Stock Plan becomes exercisable; |
| o | Waive or amend the operation of Omnibus Stock Plan provisions with respect to |
| | exercise after termination of employment (provided that the term of an option or stock appreciation right may not be extended beyond ten (10) years from the date of grant); |
| o | Accelerate the vesting date, or waive any condition imposed under the Omnibus Stock Plan, with respect to any share of restricted stock, restricted stock unit, stock grant, or other award; and |
| o | Otherwise adjust any of the terms applicable to any such award in a manner consistent with the terms of the Omnibus Stock Plan. |
Term of Plan | · | Ten (10) years from the Omnibus Stock Plan's effective date of April 1, 2005. |
Eligibility | · | Employees, officers, non-employee directors, and consultants of Selective or any of its subsidiaries and affiliates selected by the SEBC. As of December 31, 2009, approximately 1,900 employees, 11 non-employee directors, and no consultants were eligible to participate in the Omnibus Stock Plan. |
Shares Reserved for Issuance | · | Maximum number of common shares reserved for issuance is 3,400,000 (any or all of which may be granted pursuant to options, including “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code), with adjustments based on stock splits, dividends, recapitalizations, and other changes or transactions. The shares may be authorized but unissued Selective common stock or authorized and issued Selective common stock held in Selective's treasury. |
| · | Maximum number of shares subject to awards that can be made to one participant in any year is 200,000, subject to adjustments based on stock splits, dividends, recapitalizations, and other changes or transactions. |
| · | Shares forfeited, cancelled, exchanged, surrendered, tendered in payment of an exercise price or withheld to satisfy tax obligations, or which are covered by awards settled in cash, are available for future awards. |
Types of Awards | · | Stock options (including incentive stock options), provided that: (i) the per share exercise price of each option may not be less than 100% of the fair market value of a share of Selective common stock on the date of grant; and (ii) the term of any option may not exceed ten (10) years; |
| · | Stock appreciation rights, which are the rights to receive, upon exercise, an amount in cash or shares of Selective common stock as described in the Omnibus Stock Plan, may be granted either at the time of grant or, with respect to a nonqualified stock option, at any time thereafter during the term of the option, or may be granted unrelated to an option, in which case the term of the right may not exceed ten (10) years; |
| · | Restricted stock units, which are awards of the right to receive at a future date either shares of Selective common stock, their cash value, or a combination thereof, plus (if provided in the award agreement) an amount in cash or shares of Selective common stock equal to the aggregate cash dividends paid with respect to the number of shares underlying such restricted stock units; |
| · | Other stock-based awards. |
Performance Goals | · | The SEBC may determine that vesting or payment of an award under the Omnibus Stock Plan will be subject to the attainment of one or more performance goals with respect to a fiscal year, including any of the following: |
| o | Return on total stockholder equity or operating return on total stockholder equity; |
| o | Earnings per share or book value per share of Selective's common stock; |
| o | Net income (before or after taxes); |
| o | Earnings before all or any interest, taxes, depreciation, and/or amortization; |
| o | Return on assets, capital, or investment; |
| o | Earnings from continuing operations; |
| o | Levels of expense, costs, or liabilities; |
| o | Department, division, or business unit level performance; |
| o | Stock price appreciation; |
| o | Growth in NPW, including, without limitation, policy count; |
| o | Implementation or completion of critical projects or processes; |
| o | Except in the case of a "covered employee", any other performance criteria established by the SEBC; or |
| o | Any combination of the foregoing. |
Termination of Employment or Service | · | Unless otherwise provided by the SEBC, upon termination for any reason other than cause (as defined in the Omnibus Stock Plan), death or disability, the grantee will have one year to exercise all vested nonqualified options and stock appreciation rights, and 90 days to exercise incentive stock options. |
| · | Unless otherwise provided by the SEBC, upon termination due to death or disability, the grantee will have one year to exercise all vested options and stock appreciation rights. |
| · | Upon a termination for cause, all options and stock appreciation rights, whether or not vested, will be forfeited. |
| · | Any unvested options and stock appreciation rights will be forfeited upon any termination of grantee's employment with, or service to, Selective, its affiliates and subsidiaries. |
| · | Upon termination for death or disability, any unvested shares of restricted stock, the vesting of which is not subject to the achievement of performance goals, will become fully vested and any unvested shares of restricted stock that are subject to the achievement of performance goals will become vested only if and when such performance goals are satisfied. |
| · | Unless otherwise provided by the SEBC, upon termination for any reason other than death or disability, any unvested shares of restricted stock will be forfeited. |
| · | Unless otherwise provided by the SEBC, upon termination for any reason, all restricted stock units will be forfeited. |
Change in Control and Other Administrative ChangesTransactions General
We | · | All unvested awards become fully vested and exercisable upon a change in control of Selective. |
| · | In the event of a corporate transaction involving shares of Selective's common stock, the SEBC may provide for: (i) assumption by the successor entity of all outstanding awards; (ii) termination upon the occurrence of the transaction of all outstanding awards that are not exercised within a period specified by the SEBC; and/or (iii) cash-out of the outstanding options and stock appreciation rights based on the acquisition price, net of the exercise price of such awards, and the cancellation without compensation of any such awards whose exercise price exceeds the acquisition price. |
Award Transferability | · | Unless otherwise determined by the SEBC, awards may be transferred only by will or the laws of descent and distribution or (except in the case of incentive stock options) to an immediate family member. |
Amendment or Termination of the Omnibus Stock Plan | · | The Omnibus Stock Plan may, at any time, be terminated, revised, or amended in any respect whatsoever, provided that: (i) approval by Selective's stockholders will be required for any such amendment if and to the extent such approval is required to comply with applicable law or stock exchange listing requirements; (ii) approval by Selective’s stockholders will be required for the repricing of any option or other award; and (iii) no such action may reduce a grantee's rights under an outstanding award without the grantee's consent, except to comply with Section 409A of the Internal Revenue Code. |
Federal Income Tax Consequences of the Omnibus Stock Plan | · | The following summarizes certain current U.S. federal income tax laws and regulations generally applicable to awards pursuant to the Omnibus Stock Plan, all of which are subject to change (possibly with retroactive effect), and does not address any tax considerations under Section 409A of the Internal Revenue Code, or the laws of any local, state, or foreign jurisdiction. This summary does not purport to be complete. |
| o | Incentive Stock Options. |
| § | Not taxable income upon grant. |
| § | Amounts received in excess of the exercise price from the sale of shares received ("Option Shares") that are held for less than one year from receipt or two years from the option grant ("Disqualifying Disposition") are treated as ordinary income in the year of disposition, and Selective is entitled to deduct the same amount as compensation expense. |
| § | Amounts received from the sale of Option Shares in a transaction that is not a Disqualifying Disposition are treated as capital gain or loss, with the basis being the exercise price. The amount by which the fair market value of the Option Shares exceeds the exercise price, however, will constitute an item that increases the participant's "alternative minimum taxable income." |
| § | An incentive stock option generally will not be treated as an incentive stock option if it is exercised more than three months following termination of employment; in which case the option will be treated as a nonqualified stock option. |
| o | Nonqualified Stock Options. |
| § | Not taxable income upon grant. |
| § | Amounts in excess of the exercise price at the time of exercise are treated as ordinary income and Selective is entitled to deduct the same amount as compensation expense. |
| § | Amounts received from the sale of Option Shares following exercise are treated as capital gain or loss, with the basis being the exercise price plus the ordinary income incurred upon exercise. |
| § | Generally, not taxable income upon grant. |
| § | Ordinary income is recognized on the date the restrictions are removed in an amount equal to the fair market value of such shares on such date, less any amount paid for the shares, at which time Selective is entitled to deduct the same amount as compensation expense. |
| § | An Internal Revenue Code Section 83(b) election may be made by the grantee within 30 days of receipt to recognize ordinary income in an amount equal to the fair market value on the grant date; but the holder will not be allowed a deduction for shares subsequently forfeited or returned. Amounts received from |
| | the subsequent sale of the restricted stock are treated as capital gain or loss, with the basis being the amount paid by the holder for the restricted stock, if any, plus the amount included in the income by the holder of the award as a result of the Internal Revenue Code 83(b) election. |
| § | No taxable income upon grant of a stock appreciation right or restricted stock unit. |
| § | Upon settlement of such a stock appreciation right, restricted stock unit, stock grant, or any other stock-based award, ordinary income is recognized in the aggregate value of the payment received, and Selective is entitled to deduct the same amount as compensation expense. |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO AMEND AND RESTATE THE OMNIBUS STOCK PLAN AS DESCRIBED IN THIS SECTION.
INFORMATION ABOUT PROPOSAL 4 Approval of the Amendment and Restatement of the Selective Insurance Group, Inc. Cash Incentive Plan Selective's stockholders are asking youbeing asked to approve the amendment and restatement of our Employee Stock Purchase Savingsthe Selective Insurance Group, Inc. Cash Incentive Plan (“ESPP”("Cash Incentive Plan"). The purpose of the amendment and restatement will increaseis to incorporate the number of shares of common stock available for issuanceamendments made to the Cash Incentive Plan after its initial effective date, to reapprove the performance goals under the ESPP by an additional numberCash Incentive Plan for purposes of shares notSection 162(m), and to exceed 1,500,000 shares, and make certain other technical changes designed to facilitate the administrationminor, non-substantive, clarifying changes. The purposes of the ESPP.Cash Incentive Plan are to: (i) provide Selective with an effective vehicle to assist in attracting, retaining, and motivating its employees; (ii) reinforce corporate, organizational, and business development goals; and (iii) promote year-to-year and long-range financial and other business objectives by rewarding the performance of officers and other employees in fulfilling their individual responsibilities for achieving these year-to-year and long-range objectives. The current ESPP authorizes
In designing the issuance of an aggregate of 3,000,000 common shares available for purchase, as adjusted to give effect to our stock splits that occurred since the inception of the ESPP. As of March 9, 2009, the Company had issued and employees had purchased 2,882,890 of the 3,000,000 common shares currently authorized under the ESPP. The Board believes that the remaining number of shares currently available for issuance under the ESPP is insufficient to continue providing our employees with the opportunity to acquire a proprietary interest in the Company and thereby attract, motivate, and retain the best available talent suitable for the success of our business. Therefore, on March 17, 2009,Cash Incentive Plan, the Board of Directors approvedwas guided by best practices that seek to identify specific performance metrics that are most closely tied to achievement of Selective's growth and profitability goals as well as enhancement of stockholder value. The Cash Incentive Plan is designed to work with other elements of Selective's compensation program, including the proposed amendedOmnibus Stock Plan, to appropriately motivate and restated ESPP, which reserves an additional numbercompensate executives and employees consistent with the identified performance metrics. Under the Cash Incentive Plan, vesting and payment of sharescertain of common stock for issuancethe awards may be directly linked to the achievement of these specific performance metrics (outlined below under “Performance Goals”).
Selective's stockholders are being asked to reapprove the performance goals under the ESPP suchCash Incentive Plan in accordance with Section 162(m). Section 162(m) limits Selective’s federal income tax deduction for compensation to certain covered employees to $1,000,000 per year, but excludes from that limit compensation that qualifies as “performance-based compensation." Certain awards made under the Cash Incentive Plan to Selective’s covered employees are intended to qualify as performance-based compensation under Section 162(m).
Because the administrator of the Cash Incentive Plan has the authority to establish the particular target(s) under the performance goals for each award to a covered employee intended to constitute “performance-based compensation,” Section 162(m) requires the material terms of the performance goals to be disclosed to and reapproved by Selective’s stockholders no later than the first stockholder meeting in the fifth year following the endinitial stockholder approval of the ESPP’s offering period ending on June 30, 2009, 1,500,000 common shares will remain available for issuance underperformance goals. As the ESPP. Based on past participation rates,performance goals in the Company believes that the additional authorized shares will be sufficient for purchases under the ESPP for approximately four more years. Assuming approval of this proposal, we plan to register the additional shares on Form S-8 under the Securities Act of 1933.
IfCash Incentive Plan were initially approved by stockholders at the 2005 Annual Meeting, approval and reapproval of the goals is required at the 2010 Annual Meeting to ensure Section 162(m) qualification.
For purposes of Section 162(m), the material terms of the performance goals we are asking you to approve and reapprove include: (i) the employees eligible to receive awards under the Cash Incentive Plan; (ii) a description of the available performance measures; and (iii) the maximum amount that can be paid to any employee under awards if the performance goals are achieved. If stockholder approval is not received at the Annual Meeting, the Amended ESPPCash Incentive Plan will becomeremain effective, July 1, 2009.but we will not be able to deduct compensation under the Cash Incentive Plan that would have otherwise qualified as performance-based compensation under Section 162(m). Summary
The following is a summary of the ESPP, As Amendedamended and Restated The ESPP was initially approvedrestated Cash Incentive Plan, which is qualified in its entirety by stockholders at Selective’s 1987 Annual Meeting of Stockholders. The material provisions of the ESPP, as amended (the “Amended ESPP”), are summarized below. The actual text of the Amended ESPPamended and restated Cash Incentive Plan, a copy of which is attached to this Proxy Statement as Appendix AD. This descriptionCash Incentive Plan Administrator | · | The SEBC is the Cash Incentive Plan administrator. |
Administrator's Authority | · | Determine the persons to whom and the time or times at which awards will be granted; |
| · | Determine the terms, conditions, restrictions, and performance criteria, including performance goals, and the length of the performance period (which will be no less than one year), relating to any award; |
| · | Determine whether, to what extent, and under what circumstances an award may be settled, cancelled, forfeited, or surrendered; |
| · | Make adjustments in the performance goals in recognition of unusual or non-recurring events affecting Selective or the financial statements of Selective, or in response to changes in applicable laws, regulations, or accounting principles, or for any other reason; |
| · | Construe and interpret the Cash Incentive Plan and any award; |
| · | Prescribe, amend, and rescind rules and regulations relating to the Cash Incentive Plan; |
| · | Determine the terms and provisions of any award; |
| · | Make all other determinations deemed necessary or advisable for the administration of the Cash Incentive Plan; |
| · | Delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable; and |
| · | Employ one or more persons to render advice with respect to any responsibility the SEBC or delegated party may have under the Cash Incentive Plan. |
Eligibility | · | Officers and other employees of Selective and its subsidiaries in the sole discretion of the SEBC. As of December 31, 2009, approximately 1,900 employees were eligible to participate in the Cash Incentive Plan. |
Type of Awards | · | Cash, paid as soon as practicable in the calendar year following the calendar year in which the performance period ends. |
Performance Goals | · | Return on total stockholder equity or operating return on total stockholder equity; |
| · | Earnings per share or book value per share of Selective's common stock; |
| · | Net income (before or after taxes); |
| · | Earnings before all or any interest, taxes, depreciation, and/or amortization; |
| · | Return on assets, capital, or investment; |
| · | Earnings from continuing operations; |
| · | Levels of expense, costs, or liabilities; |
| · | Department, division, or business unit level performance; |
| · | Stock price appreciation; |
| · | Growth in NPW, including, without limitation, policy count; |
| · | Implementation or completion of critical projects or processes; |
| · | Except in the case of a "covered employee", any other performance criteria established by the SEBC; or |
| · | Any combination of the foregoing. |
Maximum Annual Award Amount | · | No participant may receive payments under the Cash Incentive Plan for any performance period in amount of more than the product of: (i) $7.5 million; and (ii) the number of full and partial years of the performance period. |
Reduction of Awards | · | The SEBC may reduce or eliminate any award under the Cash Incentive Plan, but in no event may the SEBC increase the amount of an award payable to a "covered employee" over such amount payable based on the objective criteria established at the outset of the fiscal year for which the award is made. |
Employment Requirements | · | Participants must be employed by Selective or one of its subsidiaries as of the payment date established for awards relating to the fiscal year for which payment is to be made; provided that, if the participant's employment is terminated prior to such payment date by reason of death, retirement on or after "early retirement age," "normal retirement age" or "total disability," as such terms are defined in SICA's Retirement Income Plan, or for any other reason with the express consent of the SEBC, the SEBC, in its sole discretion, may provide for an award payment to the participant or, if applicable, the participant's designated beneficiary. |
Award Transferability | · | Only by will or the laws of descent and distribution. |
Plan Amendment or Termination | · | At any time by the SEBC or Board of Directors; provided that: (i) no amendment that requires stockholder approval in order for the Cash Incentive Plan to continue to comply with Section 162(m) will be effective unless approved by the requisite vote of the stockholders of Selective; and (ii) no amendment may adversely affect any of the rights of any participant, without such participant's consent, under any award previously granted under the Cash Incentive Plan. |
New Plan Benefits The following table shows the range of amounts that would be payable with respect to the 2010 plan year in 2011 to the NEOs, if the SEBC does not exercise its discretion to reduce or eliminate the awards. Such range spans from: (i) the amount that would be payable if the minimum level of achievement of the Amended ESPPperformance goals is only a summary of its material terms and is qualified by referencenot attained; to (ii) the actual text as set forth inAppendix A. Purpose
The purpose of the ESPP is to provide our eligible employees with the opportunity to purchase shares of our common stock through convenient payroll deductions. The Amended ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code.
Share Reserve
Under the current ESPP, the aggregate number of common shares authorized for purchase is 3,000,000 common shares. Because, as of March 9, 2009, 2,882,890 of these available shares have already been issued under the ESPP, only 117,110 shares will remain available for future purchases (including purchases under the ESPP’s current offering period which ends on June 30, 2009) unless stockholder approval of the increase in the number of common shares is obtained. Under the Amended Plan, the total number of common shares available for issuance is the lesser of: (i) 4,500,000; and (ii) (A) 1,500,000plus(B) 2,882,890;plus(C) the number of Shares issued to
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Participants on the exercise of Options for the Offering Period ending June 30, 2009, all subject to adjustment.
Assuming stockholder approval of the share increase, following the end of the offering period under the ESPP ending on June 30, 2009, an aggregate of 1,500,000 shares will remain available for future issuance under the Amended ESPP. The 1,500,000 shares remaining available under the Amended ESPP, if approved, will represent approximately 2.8% of the issued and outstanding shares of the Company’s common stock as of the Record Date, which is within RiskMetrics Group’s 2009 proxy voting guidelines.
The shares issuable under the ESPP mayamount that would be newly issued shares made available from authorized but unissued shares of common stock, or shares repurchased by the Company, including shares purchased on the open market.
Offering Periods and Options
Shares of common stock are offered under the Amended ESPP through a series of “offering periods” of no longer than a year established by the ESPP’s administrator. Currently, the administrator has established successive six-month offering periods, commencing on the first business day of January each year and ending on the last business day of the following June, and commencing on the first business day of July each year and ending on the last business day of the following December. When an eligible employee elects to join an offering period, he or she is granted a purchase right (or “option”) to acquire shares of our common stock on the “exercise date,” which is the last day of the offering period. Each option expires at the end of the offering period in which it is granted.
Eligibility
Any person who is an employee of the Company or of a participating subsidiary and who is a regularly scheduled full-time or regularly scheduled part-time employee, or who is customarily employed more than twenty hours per week, is eligible to participate in the ESPP. However, seasonal employees (employees whose customary employment is for not more than five months in any calendar year) are not eligible.
In addition, an employee may not participate in an offering under the ESPPpayable if the purchase would cause the employee to own shares and/or options to purchase shares representing 5% or more of the total combined voting power or value of any class of stock of the Company or any subsidiary.
As of January 2, 2009, the first day of the current offering period, approximately 2,057 employees were eligible to participate in the ESPP, of whom approximately 34% were participating.
Enrollment and Contributions
Participation in the ESPP is voluntary. Each eligible employee elects whether to participate in the ESPP and the extent to which he or she will participate. An individual who first becomes an eligible employee after the election period established for an offering period may not participate in the ESPP until the next offering period.
A participant may authorize payroll withholdings at a rate not in excess of 10% of his or her payroll period base pay. Payroll deductionsperformance goals are credited to a participant’s account on an after-tax basis and without interest, and may be commingled with the general assets of the Company and used for general corporate purposes until shares of common stock are purchased. After an offering period begins, a participant may not change the current contribution percentage until the next offering period.
Options to purchase shares under the ESPP are not assignable or transferable by the participant, and may be exercised only by the participant.
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Purchase of Shares
On the exercise date, all payroll deductions collected from a participant are automatically applied to the purchase of whole and partial shares of our common stock.
However, no participant may purchase more than 2,400 shares of common stock in any one offering period, and no participant may be granted an option under the ESPP that, together with purchase rights under any other Company “employee stock purchase plan,” accrues at a rate exceeding $25,000 worth of stock (valued at the time the participant’s option is granted) for each calendar year during which the option is outstanding.
The purchase price for each common share purchased under the ESPP will be the lesser of 85% of the closing selling price of a share of common stock on the first day of the offering period and 85% of the closing selling price of a share of common stock on the last trading day of the offering period.
On March 9, 2009, the closing price of our common stock was $10.17 per share.
Cessation of Active Participation
Participants may not alter the rate of payroll deductions during an offering period, but may entirely discontinue their participation in the ESPP for an offering period no later than fourteen (14) business days before the last day of the offering period. If a participant withdraws from an offering period, his or her option for the offering period will terminate, all of his or her payroll deductions will be refunded promptly, without interest, and further payroll deductions will cease. A participant who has previously withdrawn from an offering period may re-enter the ESPP by enrolling for a subsequent offering period.
Upon termination of a participant’s employment with the Company and its participating subsidiaries during an offering period for any reason, including death, the payroll deductions credited to the participant’s account for the offering period will be automatically returned to him or her (or in the event of the participant’s death, to his or her estate) in cash, without interest.
In addition, if a participant receives a hardship distribution from the Company’s Retirement Savings Plan, or any other plan sponsored by the Company or an affiliate that is intended to qualify as a Code Section 401(k) plan, the participant’s participation in the offering period in which the participant receives the hardship distribution shall be terminated, and the participant may not again participate in the ESPP for at least six months from the date of such termination.
Administration
The ESPP is administered by the Salary and Employee Benefits Committee of the Board of Directors of Selective Insurance Group, Inc. The ESPP’s administrator has full and exclusive discretionary authority to construe, interpret and apply the terms of the ESPP, to determine eligibility, to adjudicate all disputed claims filed under the ESPP, and to adopt rules and regulations for carrying out the terms of the ESPP.
Amendment and Termination
The Board has the right to amend, suspend or terminate the ESPP at any time and for any reason. However, stockholder approval is required for an amendment increasing the number of shares authorized for issuance under the ESPP.
No amendment or termination of the plan may affect a participant’s existing options, except that the Board may terminate the ESPP or an offering period on the exercise date for the offering period (or on an accelerated purchase date) if the Board determines that the termination is in the best interests of the Company and its stockholders. However, the ESPP’s administrator is permitted to take certain
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actions without regard to any adverse effect on participant rights, including changing the timing of an offering period and establishing reasonable waiting and adjustment periods.
Upon termination of the Amended ESPP, Selective will refund to each participant any remaining balance of the participant’s account.
Corporate Events
In the event of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, or other change in our capital structure, appropriate adjustments will be made in the number and purchase price of the shares available for purchase under the ESPP.
In the event of a merger or consolidation of the Company with and into another person or the sale, transfer, or other disposition of all or substantially all of the assets of the Company to one or more persons (other than any wholly-owned subsidiary of the Company), each option outstanding under the ESPP will be assumed, or an equivalent option shall be substituted, by the successor corporation. If the successor corporation or a parent or subsidiary of the successor corporation refuses to assume or substitute the outstanding options, the offering period then in progress will be shortened and a new exercise date that is on or before the closing of the transaction shall be set, as of which date the offering period then in progress will terminate.
In the event of a dissolution or liquidation of the Company, unless the ESPP’s administrator otherwise provides, the offering period then in progress will terminate immediately prior to the consummation thereof.
New Plan Benefits
No options have been granted, and no shares have been issued, on the basis of the share increase which is the subject of this proposal. Because benefits under the Amended ESPP will depend on employees’ elections to participate and the fair market value of our common stock at various future dates, it is not possible to determine the benefits that will be received by executive officers and other employees if the Amended ESPP is approved by the stockholders.fully achieved. Non-employee directors are not eligible to participate in the Amended ESPP.
However,Cash Incentive Plan. There will also be payments made in 2011 for cash incentive unit awards granted in 2008 the following employees and groups of employees participated in the ESPP and received the following amounts in benefits (measured as the difference between the price paid for shares of our common stock purchased under the ESPP and the market valueCash Incentive Plan. The amounts of the common stock on the date of purchase):
| | | | | Name or Position | | Dollar Value | Gregory E. Murphy | | $ | 5,447 | | Dale A. Thatcher | | $ | 3,609 | | Richard F. Connell | | $ | 0 | | Kerry A. Guthrie | | $ | 2,511 | | Ronald J. Zaleski | | $ | 0 | | Executive Officer Group | | $ | 11,567 | | All other Employees | | $ | 619,717 | |
U.S. Federal Income Tax Consequences
The following is a brief summary of the general U.S. federal income tax consequences to participants and the Company of participation in the ESPP. This summary is not intended to be exhaustive and does not describe foreign, state or local tax consequences, nor does it describe consequences based on particular circumstances. Each participant should refer to the actual text of the Amended ESPP set forth inAppendix Aand should consult with a tax advisor as to specific questions relating to tax consequences of participation in the ESPP.
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Federal Income Tax Consequences to Participants
The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. Under such an arrangement, no taxable income will be recognized by a participant upon either the grant or the exercise of an option to purchase shares during an offering period. Taxable income will not be recognized until there is a sale or other disposition of the shares acquired under the ESPP or unless the participant dies while still owning the purchased shares.
The tax consequences to a participant of a disposition of shares vary depending on the period the stock is held before its disposition. If a participant disposes of shares within two years after the first day of the offering period (the “grant date”) or within one year after the date on which the shares are acquired (a “disqualifying disposition”), the participant will recognize ordinary income in the year of disposition in an amount equal to the difference between the fair market value of the shares on the exercise date and the purchase price. Any additional gain or resulting loss recognized by the participant from the disposition of the shares is a capital gain or loss.
If the participant disposes of the shares at least two years after the grant date and at least one year after the date on which the shares are acquired, the participant recognizes ordinary income in the year of disposition in an amount equal to the lesser of:
(i) the difference between the fair market value of the shares on the date of disposition and the purchase price; and
(ii) the difference between the fair market value of the shares on the grant date and the purchase price (determined by applying any discounted purchase price as if the option were exercised on the grant date).
Any additional gain recognized by the participant on the disposition of the shares is a capital gain. If the fair market value of the shares on the date of disposition is less than the purchase price, there is no ordinary income, and the loss recognized is a capital loss.
If the participant still owns the shares at the time of his or her death, the lesser of the following amounts is recognized as ordinary income in the year of the participant’s death:
(x) the difference between the fair market value of the shares on the date of death and the purchase price; and
(y) the difference between the fair market value of the shares on the grant date and the purchase price (determined as if the option were exercised on the grant date).
A capital gain or loss will be long-term if the participant holds the shares for more than twelve months and short-term if the participant holds the shares for twelve months or less.
Federal Income Tax Consequences to the Company
Weawards are not allowed a deduction for federal income tax purposes in connection with the grant or exercise of an option to purchase common shares under the ESPP if there is no disposition of the shares by a participant within either the one- or two-year periods described above. However, if there is a disqualifying disposition, we will be entitled to a deduction in the same amount anddeterminable at the same time that the participant realizes ordinary income.this time.
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Name and Position | | Dollar Amount ($) | Gregory E. Murphy Chairman, President & Chief Executive Officer | | $0 - $1,800,000 | Dale A. Thatcher Executive Vice President, Chief Financial Officer & Treasurer | | $0 - $712,500 | Richard F. Connell Senior Executive Vice President & Chief Administrative Officer | | $0 - $787,500 | Michael H. Lanza Executive Vice President & General Counsel | | $0 - $652,500 | Ronald Zaleski Executive Vice President & Chief Actuary | | $0 - $600,000 | Current executive officers as a group | | $0 - $5,521,250 | Current directors who are not executive officers as a group | | $0 | Non-executive officer employees as a group | | $0 – $37,510,144 |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERSSTOCKHOLDERS VOTE“FOR”THE PROPOSAL TO AMENDAPPROVAL OF THE ESPP TO INCREASEAMENDMENT AND RESTATEMENT OF THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER AND TO MAKE CERTAIN OTHER ADMINISTRATIVE CHANGES.CASH INCENTIVE PLAN.
Securities Authorized for Issuance under Equity Compensation Plans The following table provides information about Selective’s common stock authorized for issuance under equity compensation plans as of December 31, 2009. Plan Category | | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | (b) Weighted-average exercise price of outstanding options, warrants and rights | | | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | Equity compensation plans approved by security holders | | | 1,381,350 | | | | 17.90 | | | | 5,843,868 | (1) |
(1) Includes 1,404,195 shares available for issuance under the Selective Insurance Group, Inc. Employee Stock Purchase Plan, 2,494,901 shares available for issuance under the Selective Insurance Group, Inc. Stock Purchase Plan for Independent Insurance Agencies, and 1,944,772 shares available for issuance under the Omnibus Stock Plan. Future grants under this plan can be made, among other things, as stock options, restricted stock units, or restricted stock. Ratification of Appointment of
Independent Registered Public AccountantsAccounting Firm
The Audit Committee has appointed KPMG LLP to act as Selective’s independent registered public accountantsaccounting firm for the fiscal year ending December 31, 2009.2010. The Board of Directors has approved the appointment and has directed that such appointment be submitted to Selective’s stockholders for ratification at the Annual Meeting. Stockholder ratification of the appointment of KPMG LLP as Selective’s independent registered public accountantsaccounting firm is not required. The Board of Directors, however, is submitting the appointment to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the appointment, the Audit Committee and the Board of Directors will reconsider whether to retain KPMG LLP or another firm. Even if the appointment is ratified, the Board of Directors, in its discretion, may direct the appointment of a different auditing firm at any time during the 20092010 fiscal year if the Board determines that such a change would be in the best interests of Selective and its stockholders. Representatives of KPMG LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. In 2008,2009, Selective paid KPMG LLP $1,712,150$1,457,000 for audit and audit-related services. No non-audit services were provided by KPMG LLP to Selective in 2008.2009. FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTSACCOUNTING FIRM KPMG LLP, Selective’s independent registered public accountants,accounting firm, provided services in the following categories and amounts in 20082009 and 2007:2008: | | | | | | | | | Category | | 2008 | | 2007 | Audit Fees | | $ | 1,215,000 | | | $ | 1,319,500 | | Audit-Related Fees(1) | | $ | 497,150 | | | $ | 132,000 | | Tax Fees | | $ | 0 | | | $ | 0 | | All Other Fees | | $ | 0 | | | $ | 0 | | TOTAL | | $ | 1,712,150 | | | $ | 1,451,500 | |
| | | (1) | | Audit-Related Fees for 2008 consisted primarily of: (i) amounts associated with audits of our benefit plans for 2007 and 2006; (ii) an audit of our flood operations; and (iii) the independent actuarial review and reserve opinion related to the Audit. Audit-Related Fees for 2007 consisted primarily of: (i) the independent actuarial review and reserve opinion related to the Audit; and (ii) audits of the employee benefit plans for 2007 and 2006. |
Category | | 2009 | | | 2008 | | Audit Fees | | $ | 1,170,000 | | | $ | 1,215,000 | | Audit-Related Fees(1) | | $ | 287,000 | | | $ | 497,150 | | Tax Fees | | $ | 0 | | | $ | 0 | | All Other Fees | | $ | 0 | | | $ | 0 | | TOTAL | | $ | 1,457,000 | | | $ | 1,712,150 | |
(1) Audit-Related Fees for 2009 consisted primarily of: (i) amounts associated with audits of our benefit plans for 2008; and (ii) the independent actuarial review and reserve opinion related to the audit of the financial statements of Selective and its subsidiaries. Audit-Related Fees for 2008 consisted primarily of: (i) amounts associated with audits of our benefit plans for 2007 and 2006; (ii) an audit of the flood area of our Insurance Operations; and (iii) the independent actuarial review and reserve opinion related to the audit of the financial statements of Selective and its subsidiaries.
The Audit Committee has a Pre-Approval Policypre-approval policy that requires pre-approval of audit and audit-related services on an annual basis and authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services. The Audit Committee delegated the authority to pre-approve audit and audit-related services by KPMG LLP to the Audit Committee Chairperson, who is required to report any pre-approvals to the Audit Committee at its next meeting for ratification. In 2008,2009, the Audit Committee pre-approved one hundred percent (100%)100% of audit and audit-related services and concluded that KPMG LLP’s provision of such services was compatible with the maintenance of KPMG LLP’s independence in the conduct of its auditing functions. KPMG LLP provided no tax services or non-audit related services in 2008.2009. Any such future services also would require Audit Committee pre-approval on an individual engagement basis.
AUDIT COMMITTEE REPORT The Audit Committee oversees Selective’sSelective��s financial reporting processes on behalf of the Board of Directors. Management has the primary responsibility for overseeing preparation of the financial statements and the overall reporting processes, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee has: | • | · | Periodically met with and held discussions with management regarding the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in Selective’s financial statements. | |
| • | · | Reviewed and discussed the audited financial statements for the year ended December 31, 2008,2009, included in the Annual Report on Form 10-K, with management, which represented to the Audit Committee that: (i) the financial statements were prepared in accordance with U.S. generally accepted accounting principles; and (ii) management had reviewed Selective’s disclosure controls and procedures and believes those controls are effective. | |
| • | · | Reviewed and discussed with KPMG LLP, Selective’s independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements in accordance with U.S. generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of Selective’s accounting principles and such other matters as are required to be discussed with the Audit Committee under Statements of the Public Company Accounting Oversight Board, including the Statement on Auditing Standards No. 61, as amended. | |
| • | · | Discussed with KPMG LLP, the independent registered public accounting firm’s independence from Selective and its management, including the matters in the written disclosures from the independent accountsaccountants delivered to the Audit Committee as required by the applicable requirements of the Public Company Accounting Oversight Board. |
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, the inclusion of the audited financial statements in Selective’s Annual Report on Form 10-K for the year ended December 31, 2008.2009. Submitted by the Audit Committee of Selective’s Board of Directors, Paul D. Bauer, Chairperson
| Paul D. Bauer, Chairperson | | John C. Burville, Ph.D. | | Joan M. Lamm-Tennant, Ph.D. | | Ronald L. O’Kelley | | J. Brian Thebault |
Ronald L. O’KelleyJ. Brian ThebaultINFORMATION ABOUT PROPOSAL 4
Stockholder Proposal Relating to the Declassification of the Board of Directors
Gerald R. Armstrong, who resides at 910 Sixteenth Street, No. 412, Denver, Colorado, 80202-2917, 303-355-1199,and owns 200 shares of Selective common stock (based on information provided to Selective by Mr. Armstrong), has notified Selective that he intends to present the following proposal at the Annual Meeting:
RESOLUTION
That the shareholders of SELECTIVE INSURANCE GROUP, INC. request its Board of Directors to take the steps necessary to eliminate classification of terms of the Board of Directors to require that all Directors stand for election annually. The Board declassification shall be completed in a manner that does not affect the unexpired terms of the previously-elected Directors.
SUPPORTING STATEMENT
The proponent believes the election of directors is the strongest way that shareholders influence the directors of any corporation. Currently, our board of directors is divided into three classes with each class serving three-year terms. Because of this structure, shareholders may only vote for one-third of the directors each year. This is not in the best interest of shareholders because it reduces accountability.
Xcel Energy Inc., Devon Energy Corporation, ConocoPhillips, ONEOK, Inc., CenterPoint Energy, Inc., Hess Corporation have adopted this practice and it has been approved by shareholders at CH Energy Group, Inc., Central Vermont Public Service Corporation, Black Hills Corporation, Spectra Energy Corp., and several others, upon presentation of a similar resolution by the proponent during 2008. The proponent is a professional investor who has studied this issue carefully.
The performance of our management and our Board of Directors is now being more strongly tested due to economic conditions and the accountability for performance must be given to the shareholders whose capital has been entrusted in the form of share investments.
A study by researchers at Harvard Business School and the University of Pennsylvania’s Wharton School titled “Corporate Governance and Equity Prices” (Quarterly Journal of Economics, February, 2003), looked at the relationship between corporate governance practices (including classified boards) and firm performance. The study found a significant positive link between governance practices favoring shareholders (such as annual directors election) and firm value.
While management may argue that directors need and deserve continuity, management should become aware that continuity and tenure may be best assured when their performance as directors is exemplary and is deemed beneficial to the best interests of the corporation and its shareholders.
The proponent regards as unfounded the concern expressed by some that annual election of all directors could leave companies without experienced directors in the event that all incumbents are voted out by shareholders. In the unlikely event that shareholders do vote to replace all directors, such a decision would express dissatisfaction with the incumbent directors and reflect the need for change.
If you agree that shareholders may benefit from greater accountability afforded by annual election of all directors, please vote “FOR” this proposal.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL.
The Board of Directors of the Company has considered the proposal set forth above relating to the declassification of the Board. The Board believes that its classified board structure has helped assure continuity and stability of the Company’s business strategies and policies and has reinforced a
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commitment to focusing on long-term stockholder value. Although these are important benefits, the Board acknowledges that there are growing sentiments among our stockholders and in the investment community in favor of annual elections of directors and believes that the Board would be equally effective in protecting stockholder interests under an annual election system. As a result, the Board has considered the proposal and has determined to recommend a vote “for” the proposal.
The proposal, which is advisory in nature, would constitute a recommendation to the Board if approved by stockholders. Approval of this proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting. Such approval would not, by itself, eliminate the classified board. In order to eliminate the classified board provision in the Company’s Certificate of Incorporation, New Jersey law and the terms of the Certificate of Incorporation require the favorable vote of the Board and the holders of at least two-thirds of the then outstanding shares of voting stock of the Company.
If stockholders approve the proposal at this year’s Annual Meeting, the Board, to the extent consistent with its fiduciary duty to act in a manner it believes to be in the best interests of the Company and its stockholders, will abide by the vote of stockholders and will present for a vote of stockholders at next year’s Annual Meeting an amendment to the Company’s Certificate of Incorporation that, if approved by the requisite vote, would eliminate the classified board structure.
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STOCKHOLDER PROPOSALS AND NOMINATIONS
Proposals for Inclusion in 20102011 Proxy
From time to time,time-to-time, stockholders present proposals that may be proper subjects for inclusion in the proxy statement and for consideration at an annual meeting. Under the rules of the SEC (Rule 14a-8 under the Exchange Act), stockholder proposals to be included in the proxy statement for the 20102011 Annual Meeting must be received by Selective’s Corporate Secretary at 40 Wantage Avenue, Branchville, NJ 07890 no later than November 26, 2009.25, 2010.
Other Proposals and Nominations
In order for proposals of stockholders made outside of Rule 14a-8 under the Exchange Act to be considered “timely” within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received by Selective’s Corporate Secretary at the above address by January 29, 2010.28, 2011. Selective’s By-lawsBy-Laws require that a stockholder who otherwise intends to present a proposal outside of Rule 14a-8 under the Exchange Act at Selective’s 20102011 Annual Meeting must deliver notice to the Corporate Secretary, in proper written form and in accordance with the requirements of the By-laws,By-Laws, not less than ninety (90)90 days nor more than one hundred twenty (120)120 days prior to the first anniversary of the preceding year’s annual meeting. Thus, a notice of a stockholder proposal for the 20102011 Annual Meeting, submitted outside of Rule 14a-8 under the Exchange Act, will be untimely if received by the Corporate Secretary before December 30, 200929, 2010 or after January 29, 2010.28, 2011.
Under Section 3B of Selective’s By-laws,By-Laws, stockholders may: (i) present proposals that are proper subjects for consideration at an annual meeting, which proposals are not submitted for inclusion in the proxy statement for such annual meeting pursuant to Rule 14a-8 of the Exchange Act; or (ii) nominate a person for election to our Board of Directors at the annual meeting. On written request to Selective’s Corporate Secretary at 40 Wantage Avenue, Branchville, NJ 07890, stockholders of record may receive a free copy of Selective’s By-laws.By-Laws. Procedures in the By-lawsBy-Laws are separate and distinct from those required by Rule 14a-8 under the Exchange Act. Selective’s By-laws require that the stockholder provide the following information in writing regarding any proposal:
| • | | the business proposed to be brought before the annual meeting; | | | • | | the reasons for conducting such business at the annual meeting; | | | • | | any material interest of the stockholder in such business; | | | • | | the beneficial owner, if any, on whose behalf the proposal is made; | | | • | | the name and address of the stockholder giving the notice, as they appear on our books, and of the beneficial owner of those shares; and | | | • | | the class and number of shares which are owned beneficially and of record by the stockholder and the beneficial owner. |
Selective’s By-lawsBy-Laws require that the stockholder provide the following information in writing regarding any nomination for director:director or other proposal for business to be brought before the annual meeting: | •· | as to any business that a stockholder proposes to bring before the annual meeting a brief description of the business proposed to be brought before the annual meeting, the reasons for conducting such business at the annual meeting; and any material interest of the stockholder in such business; |
| all information relating· | as to each person whom the stockholder proposes to nominate for election as a director, all information relating to each such person as would be required to be disclosed in a solicitation of proxies for the election of such person as a director pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if so elected); | |
| • | · | the name and address of the stockholder giving the notice, as they appear on our books,books; |
| · | the name and address of any “Stockholder Associated Person” (as defined below), if any, on whose behalf the proposal is made. A “Stockholder Associated Person” is: (i) any person controlling, controlled by, under common control with, or acting in concert with, the stockholder; (ii) any beneficial owner of those shares;shares of stock of Selective owned of record or beneficially by the stockholder; (iii) any entity of which the stockholder is an employee, officer, member, partner, trustee, director or, except for entities the shares of which are registered under the Securities Exchange Act of 1934, as amended, a stockholder; and (iv) any person controlling, controlled by or under common control with, any of the foregoing); | |
| • | · | the class and number of shares which are owned beneficially and of record by the stockholder and any Stockholder Associated Person on whose behalf the beneficial owner.proposal is made; |
| · | a representation by the stockholder that it is a holder of record of shares of stock of Selective entitled to vote at the annual meeting and, if applicable, intends to appear in person or by proxy at the annual meeting to nominate the person or persons specified in the notice or make the proposal to the annual meeting; |
| · | a representation that the stockholder will notify Selective in writing of the number and class of shares of stock owned beneficially or of record by the stockholder and any Stockholder Associated Person as of the close of business on the record date for the annual meeting promptly, and in no event later than 10 days, following the later of the record date or the date notice of the record date is first publicly disclosed; |
| · | a description of all agreements, arrangements, or understandings between the stockholder and each nominee for director, as applicable, or any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made or the business is to be proposed, and a representation that the stockholder will notify Selective in writing of any such agreement, arrangement, or understanding in effect as of the close of business on the record date for the annual meeting promptly, and in no event later than 10 days, following the later of the record date or the date notice of the record date is first publicly disclosed; and |
| · | a description in reasonable detail, with respect to the stockholder or any Stockholder Associated Person, of: (i) any option, warrant, convertible security, stock appreciation right, or other right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of any class or series of shares of Selective stock or with a value derived in whole or in part from the value of any class or series of shares of Selective stock, whether or not such instrument or right is subject to settlement in the underlying class or series of shares of Selective stock or otherwise (“Derivative Instruments”), directly or indirectly beneficially owned by the stockholder or a Stockholder Associated Person, or any other direct or indirect opportunity for the stockholder or Stockholder Associated Person to profit or share in any profit derived from any increase or decrease in the value of shares of stock of Selective; (ii) any interest in shares of stock of Selective or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which the stockholder or Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; and (iii) any hedging or other transaction or series of transactions that has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including, without limitation, any put, short position or any borrowing or lending of shares of stock) that has been made by or on behalf of, a stockholder or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, or manage risk or benefit of stock price changes for, or to increase or decrease the voting power of, the stockholder or any Stockholder Associated Person with respect to any share of stock of Selective (such statement, the “Disclosure of Hedged Positions”), and a representation that the stockholder will notify Selective in writing of any changes in such Disclosure of Hedged Positions as of the close of business on the record date for the meeting promptly, and in no event later than 10 days, following the later of the record date or the date notice of the record date is first publicly disclosed. |
* * * * * * * *
It is important that your shares be represented at the meeting, regardless of the number of shares that you hold. YOU ARE THEREFORE URGED TO PROMPTLY VOTE YOUR SHARES BY: (1) CALLING THE TOLL-FREE TELEPHONE NUMBER LISTED ON THE PROXY CARD; (2) ACCESSING THE INTERNET WEBSITE LISTED ON THE PROXY CARD; OR (3) COMPLETING, DATING, AND SIGNING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ENCLOSED ENVELOPE. Stockholders who are present at the meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and allow their proxies to be voted.
By Order of the Board of Directors: Robyn P. Turner
Corporate Secretary
March 26, 2009 25, 2010 Branchville, New Jersey DOCUMENTS INCORPORATED BY REFERENCE Information regarding Executive Officers is incorporated by reference to the section entitled “Executive Officers of the Registrant” in Part I, Item1. BusinessItem 1. Business. of Selective’s Annual Report on Form 10-K for the year ended December 31, 2008.2009.
Appendix A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SELECTIVE INSURANCE GROUP, INC. EMPLOYEE
To: Treasurer State of New Jersey
Pursuant to the provisions of Title 14A:9-5, Corporations, General, of the New Jersey Statutes, the undersigned corporation organized under the laws of the State of New Jersey does hereby execute the following Amended and Restated Certificate of Incorporation: FIRST: The name of the corporation is: Selective Insurance Group, Inc.
SECOND: The purpose of the corporation is to engage in any activity within the purposes for which corporations may be organized under the provisions of Title 14A, Corporations, General, of the New Jersey Statutes.
THIRD: The address of the corporation’s current registered office is 830 Bear Tavern Road, West Trenton, New Jersey 08628 and the name of the corporation’s current registered agent at such address is Corporation Service Company.
FOURTH:
(a) Authorized Stock. The corporation is authorized to issue 360,000,000 shares of common stock, having a par value of $2.00 per share (the “Common Stock”) and 5,000,000 shares of preferred stock, without par value.
(b) Series A Junior Preferred Stock.
(1) Designation and Amount. The shares of such series shall be designated as “Series A Junior Preferred Stock” (the “Series A Preferred Stock”) and the number of shares constituting the Series A Preferred Stock shall be 300,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of such shares then outstanding plus the number of such shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the corporation convertible into Series A Preferred Stock.
(2) Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders Common Stock, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first business day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a sub-division or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
(B) The corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in subparagraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.
(3) Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:
(A) Each share of Series A Preferred Stock shall entitle the holder thereof to one vote on all matters submitted to a vote of the stockholders of the corporation, and each fractional share of Series A Preferred Stock shall have an equivalent fractional vote on all matters submitted to a vote of the stockholders of the corporation.
(B) Except as otherwise provided herein, in any other certificate of amendment creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the corporation.
(C) Except as set forth in this Amended and Restated Certificate of Incorporation, or as otherwise provided by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.
(4) Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in paragraph (2) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the corporation shall not:
(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(B) The corporation shall not permit any subsidiary of the corporation to purchase or otherwise acquire for consideration any shares of stock of the corporation unless the corporation could, under subparagraph (A) of this Paragraph (4), purchase or otherwise acquire such shares at such time and in such manner.
(5) Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of preferred stock and may be reissued as part of a new series of preferred stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other Certificate of Amendment creating a series of preferred stock or any similar stock or as otherwise required by law. (6) Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (7) Consolidation, Merger, etc. In case the corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
(8) No Redemption. The shares of Series A Preferred Stock shall not be redeemable.
(9) Rank. The Series A Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of the corporation’s Preferred Stock.
(10) Amendment. This Amended and Restated Certificate of Incorporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class.
FIFTH: The number of directors constituting the current Board of Directors is 12 and the names of said directors are as listed below. Each of such directors has an address as follows: c/o Selective Insurance Group, Inc., 40 Wantage Avenue, Branchville, New Jersey 07890.
Name: Paul D. Bauer W. Marston Becker A. David Brown John C. Burville Joan M. Lamm-Tennant S. Griffin McClellan III Michael J. Morrissey Gregory E. Murphy Cynthia S. Nicholson Ronald L. O’Kelley William M. Rue J. Brian Thebault SIXTH:
(a) Vote Required for Business Combinations.
(1) Higher Vote for Business Combinations. In addition to any affirmative vote required by law or this Amended and Restated Certificate of Incorporation, and except as otherwise expressly provided in Section (b) of this Article SIXTH, any Business Combination (as hereinafter defined) shall require the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then outstanding shares of capital stock of the corporation entitled to vote generally for the election of directors (the “Voting Stock”), voting together as a single class (it being understood that for purposes of this Article SIXTH, each share of the Voting Stock shall have the number of votes granted to it pursuant to Article FOURTH of this Amended and Restated Certificate of Incorporation). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.
(2) Definition of “Business Combination”. The term “Business Combination” as used in this Article SIXTH shall mean any transaction which is referred to in any one or more of the following clauses (A) through (E):
(A) any merger or consolidation of the corporation or any Subsidiary (as hereinafter defined) with (1) any Interested Stockholder (as hereinafter defined) or (2) any other corporation or person (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of any Interested Stockholder; or
(B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with, or proposed by or on behalf of, any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter defined) constituting not less than 10% of the total assets of the corporation as reported in the consolidated balance sheet of the corporation as of the end of the most recent quarter with respect to which such balance sheet has been prepared; or
(C) the issuance or transfer by the corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the corporation or any Subsidiary in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value constituting not less than 10% of the total assets of the corporation as reported in the consolidated balance sheet of the corporation as of the end of the most recent quarter with respect to which such balance sheet has been prepared, to, or proposed by or on behalf of, any Interested Stockholder or any Affiliate of any Interested Stockholder; or
(D) the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by or on behalf of an Interested Stockholder or any Affiliate of any Interested Stockholder; or
(E) any reclassification of securities (including any reverse stock split), or recapitalization of the corporation, or any merger or consolidation of the corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder or any Affiliate of any Interested Stockholder.
(b) When Higher Vote is Not Required. The provisions of Section (a) of this Article SIXTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law and any other provision of this Amended and Restated Certificate of Incorporation, if all of the conditions specified in either of the following paragraphs (l) or (2) are met:
(1) Approval by Continuing Directors. The Business Combination shall have been approved by a majority of the total number of the Continuing Directors (as hereinafter defined), it being understood that this condition shall not be capable of satisfaction unless there is at least one Continuing Director.
(2) Price, Form of Consideration and Procedural Requirements. All of the following conditions shall have been met:
(A) The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination (the “Consummation Date”) of consideration other than cash to be received per share by holders of shares of Common Stock of the corporation in such Business Combination shall be at least equal to the sum of:
(i) The greater of (l) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of Common Stock acquired or beneficially owned by it that were acquired within the two year period immediately prior to the first public announcement of the proposal of the Business Combination (the “Announcement Date”) or in the transaction in which it became an Interested Stockholder, whichever is higher, or (2) the Fair Market Value per share of the Common Stock on the day after the Announcement Date or on the date on which the Interested Stockholder became an Interested Stockholder (such latter date is referred to in this Article SIXTH as the “Determination Date”), whichever is higher; and
(ii) Interest on the per share price calculated at the rate for 90 day United States Treasury obligations in effect on the Determination Date, compounded annually from that date until the Consummation Date, less the per share amount of cash dividends payable to holders of record on record dates occurring in the interim, up to the amount of such interest.
(B) The aggregate amount of the cash and the Fair Market Value as of the Consummation Date of consideration other than cash to be received per share by holders of shares of any class of outstanding Voting Stock, other than Common Stock, in such Business Combination shall be at least equal to the sum of the following, unless such Business Combination is one in which the corporation is to become the surviving entity and such class of outstanding Voting Stock is to remain outstanding without any change in its rights, preferences and limitations, in which case such aggregate amount shall be at least equal to the sum of (x) the higher of the amounts set forth in subparagraphs (i)(1) and (i)(3) below and (y) the amount set forth in subparagraph (ii) below (it being intended that the requirements of this subparagraph (2)(B) shall be required to be met with respect to every such class of outstanding Voting Stock whether or not the Interested Stockholder has previously acquired any shares of a particular class of Voting stock):
(i) The greatest of (1) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of such class of Voting Stock acquired or beneficially owned by it that were acquired within the two year period immediately prior to the Announcement Date or in the transaction in which it became an Interested Stockholder, whichever is higher, (2) (if applicable) the highest preferential amount per share to which the holders of shares of such class of Voting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation, or (3) the Fair Market Value per share of such class of Voting Stock on the day after the Announcement Date or on the Determination Date, whichever is higher; and
(ii) Interest on the per share price calculated at the rate of 90 day United States Treasury obligations in effect on the Determination Date, compounded annually from that date until the Consummation Date, less the per share amount of cash dividends payable on such class to holders of record on record dates occurring in the interim, up to the amount of such interest.
(C) The consideration to be received by holders of a particular class of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as the Interested Stockholder has previously paid for shares of such class of Voting Stock. If the Interested Stockholder has paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration for such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock previously acquired by it.
(D) The holders of all outstanding shares of Voting Stock not beneficially owned by the Interested Stockholder immediately prior to the consummation of any Business Combination shall be entitled to receive in such Business Combination cash or other consideration for their shares meeting all of the terms and conditions of this paragraph (2) (provided, however, that the failure of any stockholders who are exercising their statutory rights to dissent from such Business Combination and receive payment of the fair value of their shares to exchange their shares in such Business Combination shall not be deemed to have prevented the condition set forth in this subparagraph (2)(D) from being satisfied).
(E) After such Interested Stockholder has become an Interested Stockholder and prior to the consummation of such Business Combination: (a) except as approved by a majority of the total number of Continuing Directors, there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) on the outstanding Preferred Stock of the corporation, if any; (b) there shall have been (l) no reduction in the annual rate of dividends paid on the shares of Common Stock (except as necessary to reflect any subdivision of the shares of Common Stock) except as approved by a majority of the total number of Continuing Directors, and (2) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of Common Stock, unless the failure so to increase such annual rate is approved by a majority of the total number of Continuing Directors; and (c) such Interested Stockholder shall not have become the beneficial owner of any additional shares of Voting Stock except as part of the transaction which results in such Interested Stockholder becoming an Interested Stockholder.
(F) After such Interested Stockholder has become an Interested Stockholder, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the corporation, whether in anticipation of or in connection with such Business Combination or otherwise.
(G) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public stockholders of the corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions). Such proxy or information statement shall contain, if a majority of the total number of Continuing Directors so requests, an opinion of a reputable investment banking firm (which firm shall be selected by a majority of the total number of Continuing Directors, furnished with all information it reasonably requests, and paid a reasonable fee for its services by the corporation upon the corporation’s receipt of such opinion) as to the fairness (or lack of fairness) of the terms of the proposed Business Combination from the point of view of the holders of shares of Voting Stock (other than the Interested Stockholder).
(c) Certain Definitions. For the purposes of this Article SIXTH:
(1) A “person” shall mean any individual, firm, corporation, partnership or other entity, including, without limitation, any syndicate or group deemed to be a person pursuant to Section 14(d)(2) of the Securities Exchange Act of 1934, as amended.
(2) “Interested Stockholder” shall mean any person (other than the corporation or any Subsidiary, any employee benefit plan maintained by the corporation or any Subsidiary or any trustee or fiduciary with respect to any such plan when acting in such capacity) who or which:
(A) is the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding Voting Stock; or
(B) is an Affiliate of the corporation and at any time within the two year period immediately prior to the date in question was the beneficial owner, directly or indirectly of 10% or more of the voting power of the then outstanding Voting Stock; or
(C) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the two year period immediately prior to the date in question beneficially owned by an Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933; as amended.
In determining whether a person is an Interested Stockholder pursuant to paragraph (2) of this Section (c), the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of paragraph (3) of this Section (c) but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
(3) A person shall be a “beneficial owner” of any shares of Voting Stock:
(A) which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or
(B) which such person or any of its Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding; or (C) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.
(4) “Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.
(5) “Subsidiary” shall mean any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in paragraph (2) of this Section (c), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the corporation.
(6) “Continuing Director” shall mean any member of the Board of Directors of the corporation who is not the Interested Stockholder or an Affiliate, Associate, representative, nominee or relative of the Interested Stockholder and who was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Continuing Director who is not the Interested Stockholder or an Affiliate, Associate, representative, nominee or relative of the Interested Stockholder and who is recommended to succeed a Continuing Director by a majority of the total number of Continuing Directors then on the Board of Directors.
(7) “Fair Market Value” shall mean: (i) in the case of stock, the highest closing sale price during the 30 day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the; New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended, on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sale price or bid quotation with respect to a share of such stock during the 30 day period preceding the date in question on the National Association of Securities Dealers, Inc., Automated Quotations System or any system then in use, or, if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the total number of Continuing Directors in good faith, in each case with respect to any class of such stock, appropriately adjusted for any dividend or distribution in shares of such stock or any stock split or reclassification of outstanding shares of such stock into a greater number of share of such stock or any combination or reclassification of outstanding shares of such stock into a smaller number of shares of such stock; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by a majority of the total number of Continuing Directors in good faith.
(8) In the event of any Business Combination in which the corporation survives, the phrase “consideration other than cash to be received” as used in paragraphs (2)(A) and (2)(B) of Section (b) of this Article SIXTH shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares.
(9) References to “highest per share price” shall in each case with respect to any class of stock reflect an appropriate adjustment for any dividend or distribution in shares of such stock or any stock split or reclassification of outstanding shares of such stock into a greater number of shares of such stock or any combination or reclassification of outstanding shares of such stock into a smaller number of shares of such stock.
(d) Powers of the Board and the Continuing Directors. A majority of the entire Board of Directors of the corporation shall have the power and duty to determine for the purposes of this Article SIXTH, on the basis of information known to them after reasonable inquiry, whether a person is an Interested Stockholder. Once the Board of Directors has made a determination, pursuant to the preceding sentence, that a person is an Interested Stockholder, a majority of the total number of directors of the corporation who would qualify as Continuing Directors shall have the power and duty to interpret all of the terms and provisions of this Article SIXTH, and to determine on the basis of information known to them after reasonable inquiry all facts necessary to ascertain compliance with this Article SIXTH, including, without limitation, (A) the number of shares of Voting Stock beneficially owned by any person, (B) whether a person is an Affiliate or Associate of another, (C) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value constituting not less than 10% of the total assets of the corporation as reported in the consolidated balance sheet of the corporation as of the end of the most recent quarter with respect to which such balance sheet has been prepared and (D) whether all of the applicable conditions set forth in paragraph (2) of Section (b) of this Article SIXTH have been met with respect to any Business Combination. Any determination pursuant to this Section (d) made in good faith shall be binding and conclusive on all parties.
(e) No Effect on Fiduciary Obligations of Interested Stockholders. Nothing contained in this Article SIXTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.
(f) Amendment, Repeal, etc. Notwithstanding any other provisions of this Amended and Restated Certificate of Incorporation or the By-Laws of the corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Amended and Restated Certificate of Incorporation or the By-Laws of the corporation), and in addition to any affirmative vote of the holders of Preferred Stock or any other class of capital stock of the corporation or any series of any of the foregoing then outstanding which is required by law or pursuant to this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of 66 2/3% or more of the voting power of all the shares of then outstanding Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with, this Article SIXTH of this Amended and Restated Certificate of Incorporation.
SEVENTH:
(a) Number, Election and Terms. The business and affairs of the corporation shall be managed by a Board of Directors which shall have and may exercise all of the powers of the corporation, except such as are expressly conferred upon the stockholders by law, by this Amended and Restated Certificate of Incorporation or by the By-Laws. Subject to the rights of the holders of shares of any series of preferred stock then outstanding, the Board of Directors shall consist of not less than seven nor more than 20 persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the whole Board of Directors, and if such number is not so fixed, the number shall be 12. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Commencing at the annual meeting of stockholders that is held in calendar year 2010 (the “2010 Annual Meeting”), directors shall be elected annually for terms of one year, except that any director in office at the 2010 Annual Meeting whose term does not expire until the annual meeting of stockholders held in calendar year 2011 or calendar year 2012 (a “Continuing Classified Director”) shall continue to hold office until the end of the term for which such Continuing Classified Director was previously elected and until such Continuing Classified Director’s successor shall have been elected and qualified. Except as otherwise required by law, until the term of a Continuing Classified Director or any other director expires or otherwise terminates as aforesaid, such directors may be removed from office by the stockholders of the Corporation or the Board of Directors only for cause pursuant to the applicable provisions of the New Jersey Business Corporation Act.
(b) Amendment, Repeal, etc. Notwithstanding anything contained in this Amended and Restated Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend, adopt any provision inconsistent with, or repeal this Article SEVENTH or to alter, amend, adopt any provision inconsistent with, or repeal Sections 7A, 7B or 20 of the By-Laws of the corporation.
EIGHTH:
(a) Elimination of Certain Liability.
(1) A director of the corporation shall not be personally liable to the corporation or its stockholders for damages for breach of any duty owed to the corporation or its stockholders, except to the extent such personal liability may not be eliminated or limited under the New Jersey Business Corporation Act as the same exists or may hereafter be amended.
(2) An officer of the corporation shall not be personally liable to the corporation or its stockholders for damages for breach of any duty owed to the corporation or its stockholders, except to the extent and for the duration of any period of time such personal liability may not be eliminated or limited under the New Jersey Business Corporation Act as the same exists or may hereafter be amended.
(b) Indemnification and Insurance. (1) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, or any appeal therein or any inquiry or investigation which could lead to such action, suit or proceeding (a “proceeding”), by reason of his or her being or having been a director or officer of the corporation or of any constituent corporation absorbed by the corporation in a consolidation or merger, or by reason of his or her being or having been a director, officer, trustee, employee or agent of any other corporation (domestic or foreign) or of any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (whether or not for profit), serving as such at the request of the corporation, or the legal representative of any such director, officer, trustee, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent permitted by the New Jersey Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said Act permitted prior to such amendment), from and against any and all reasonable costs, disbursements and attorneys’ fees, and any and all amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties, incurred or suffered in connection with any such proceeding, and such indemnification shall continue as to a person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and assigns; provided, however, that, except as provided in paragraph (2) hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was specifically authorized by the Board of Directors of the corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in connection with any proceeding in advance of the final disposition of such proceeding as authorized by the Board of Directors; provided, however, that if the New Jersey Business Corporation Act so requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer in advance of the final disposition of a proceeding shall be made only upon receipt by the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced unless it shall ultimately be determined that such director or officer is entitled to be indemnified under this Section or otherwise. The corporation may, by action of its Board of Directors, provide for indemnification and advancement of expenses to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers. (2) Right of Claimant to Bring Suit. If a claim under paragraph (1) of this Section is not paid in full by the corporation within 30 days after a written request has been received by the corporation, the claimant may at any time thereafter apply to a court for an award of indemnification by the corporation for the unpaid amount of the claim and, if successful on the merits or otherwise in connection with any proceeding, or in the defense of any claim, issue or matter therein, the claimant shall be entitled also to be paid by the corporation any and all expenses incurred or suffered in connection with such proceeding. It shall be a defense to any such action (other than an action brought to enforce a claim for the advancement of expenses incurred in connection with any proceeding where the required undertaking, if any, has been tendered to the corporation), that the claimant has not met the standard of conduct which makes it permissible under the New Jersey Business Corporation Act for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such proceeding that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the New Jersey Business Corporation Act, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, nor the termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
(3) Non-Exclusivity of Rights. The right to indemnification and advancement of expenses provided by or granted pursuant to this Section (b) shall not exclude or be exclusive of any other rights to which any person may be entitled under a certificate of incorporation, by-law, agreement, vote of stockholders or otherwise, provided that no indemnification shall be made to or on behalf of such person if a judgment or other final adjudication adverse to such person establishes that such person has not met the applicable standard of conduct required to be met under the New Jersey Business Corporation Act.
(4) Insurance. The corporation may purchase and maintain insurance on behalf of any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expenses incurred in any proceeding and any liabilities asserted against him or her by reason of such person being or having been such a director, officer, employee or agent, whether or not the corporation would have the power to indemnify such person against such expenses and liabilities under the provisions of this Section (b) or otherwise.
NINTH: The By-Laws of the corporation may be altered, amended or repealed by the stockholders or the Board of Directors as provided for in the corporation’s By-Laws. Any By-Law adopted, amended or repealed by the stockholders as provided for in the By-Laws of the corporation may be amended or repealed by the Board of Directors, unless the resolution of the stockholders adopting such By-Law expressly reserves the right to amend or repeal it to the stockholders.
[remainder of page intentionally left blank – signature page to follow] IN WITNESS WHEREOF, the corporation has caused this Amended and Restated Certificate of Incorporation to be executed by its President on the ___ day of ___________, 2010. | Gregory E. Murphy, | Chairman, President and | Chief Executive Officer |
Appendix B BY-LAWS OF SELECTIVE INSURANCE GROUP, INC. EFFECTIVE [__________] [___], 2010 OFFICES Section 1. The principal office of Selective Insurance Group, Inc. (the “Company”) shall be located at 40 Wantage Avenue, Branchville, New Jersey, 07890. The Company may also establish and have offices at such other place or places as may from time to time be designated by the Board of Directors. SEAL Section 2. The Company shall have a seal with the name of the Company, the year of its organization, the words "Corporate Seal" and the state of its incorporation thereon. MEETINGS OF STOCKHOLDERS Section 3A. The annual meeting of the stockholders shall be held on a business day and at a time to be affixed by the Board of Directors onduring the first Fridaylast week in MayApril in each year at the principal office of the Company, or at such other time, date and place within or without the State of New Jersey as a majority of the Directors may previously designate for the election of Directors and for the transaction of such other business as may properly be brought before the meeting. Notice thereof shall be given by the Secretary by mailing a notice to each stockholder to the address appearing on the Company records at least ten (10) days prior to the meeting. Any stockholder that attends a meeting without objecting to a lack of notice of the meeting prior to the meeting’s conclusion shall be deemed to have waived his/her right to notice of the meeting. Special meetings of the stockholders may be held at the principal office of the Company, or at such other place within or without the State of New Jersey as the Directors may previously designate, whenever called, by the affirmative vote of a majority of the whole Board of Directors or by the President. Notice of such a special meeting, indicating briefly the object or objects thereof, shall be mailed to each stockholder at his/her address as the same appears on the stock books of the Company at least ten (10) days prior to the time of holding such meeting. Such notice shall be completely given upon mailing. A majority in amount of the stock issued and outstanding represented by the holders in person or by proxy shall be requisite and sufficient to constitute a quorum at any meeting of the stockholders for the election of Directors or for the transaction of other business. Section 3B. (a) (i) The proposal of business by a stockholder to be considered at an annual meeting of stockholders, which proposal is not in the form of a proposal requested by such stockholder to be included pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act") in the Company's proxy statement for such annual meeting, and/or nominations of persons for election to the Board of Directors of the Company at an annual meeting of stockholders, may be made by a stockholder who was a stockholder of record at the time of giving of notice provided for in Section 3B(a)(ii) hereof, who is entitled to vote at such annual meeting and who has complied with the notice procedures set forth in said Section 3B(a)(ii). (ii) For any such business and/or nominations to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary, and such business must be a proper matter for stockholder action. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the Company not less than ninety (90) nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year's annual meeting; providedhowever, that in the event that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely shall be so delivered not less than ninety (90) days nor more than one hundred twenty (120) days prior to such annual meeting or ten (10) days following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth (A) as to any such business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting, any material interest of such stockholder in such business and the beneficial ownerStockholder Associated Person (as defined below), if any, on whose behalf the proposal is made; (B) as to each person whom the stockholder proposes to nominate for election as a Director, all information relating to such person that would be required to be disclosed in a solicitation of proxies for the election of such person as a Director pursuant to Regulation 14A under the Exchange Act (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if so elected); and (C) as to the stockholder giving the notice and the beneficial ownerStockholder Associated Person, if any, on whose behalf the proposal or nomination is made (1) the name and address of such stockholder, as they appear on the Company's books, and of such beneficial ownerStockholder Associated Person, (2) the class and number of shares of stock of the Company which are owned beneficially and of record by such stockholder and such beneficial owner.Stockholder Associated Person, (3) a representation that such stockholder is a holder of record of shares of stock of the Company entitled to vote at such meeting and, if applicable, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice or to make the proposal to the meeting, (4) a representation that the stockholder will notify the Company in writing of the number and class of shares of stock owned beneficially or of record by the stockholder and any Stockholder Associated Person as of the close of business on the record date for the meeting promptly, and in no event later than ten (10) days, following the later of the record date or the date notice of the record date is first publicly disclosed, (4) a description of all agreements, arrangements, or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder or the business is to be proposed, and a representation that the stockholder will notify the Company in writing of any such agreement, arrangement, or understanding in effect as of the close of business on the record date for the meeting promptly, and in no event later than ten (10) days, following the later of the record date or the date notice of the record date is first publicly disclosed, (5) Disclosure of Hedged Positions (as defined below), and a representation that the stockholder will notify the Company in writing of any changes in such Disclosure of Hedged Positions as of the close of business on the record date for the meeting promptly, and in no event later than ten (10) days, following the later of the record date or the date notice of the record date is first publicly disclosed. “Stockholder Associated Person” of a stockholder means (i) any person controlling, controlled by, under common control with, or acting in concert with, the stockholder, (ii) any beneficial owner of shares of stock of the Company owned of record or beneficially by the stockholder, (iii) any entity of which the stockholder is an employee, officer, member, partner, trustee, director or, except for entities the shares of which are registered under the Exchange Act, a stockholder, and (iv) any person controlling, controlled by or under common control with, the Stockholder Associated Person. “Disclosure of Hedged Positions” means a description in reasonable detail, with respect to the stockholder or Stockholder Associated Person, of: (A) any Derivative Instrument directly or indirectly beneficially owned by the stockholder or a Stockholder Associated Person, or any other direct or indirect opportunity for the stockholder or Stockholder Associated Person to profit or share in any profit derived from any increase or decrease in the value of shares of stock of the Company, (B) any interest in shares of stock of the Company or Derivative Instruments (as defined below) held, directly or indirectly, by a general or limited partnership in which the stockholder or Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and (C) any hedging or other transaction or series of transactions that has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including, without limitation, any put, short position or any borrowing or lending of shares of stock) that has been made by or on behalf of, a stockholder or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, or manage risk or benefit of stock price changes for, or to increase or decrease the voting power of, the stockholder or any Stockholder Associated Person with respect to any share of stock of the Company. “Derivative Instrument” means an option, warrant, convertible security, stock appreciation right, or other right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to the value of any class or series of shares of the Company’s stock or with a value derived in whole or in part from the value of any class or series of shares of the Company’s stock, whether or not such instrument or right is subject to settlement in the underlying class or series of shares of the Company’s stock or otherwise. (iii)Notwithstanding anything in Section 3B(a)(ii) hereof to the contrary, in the event that the number of Directors to be elected to the Board of Directors of the Company is to be increased and there is no public announcement naming all of the nominees for Directors or specifying the size of the increased Board of Directors made by the Company at least one hundred (100) days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required under Section 3B(a)(ii) hereof shall also be considered timely, but only with respect to nominees for any new positions created by such increase in the number of Directors, if it shall be delivered to the Secretary of the Company at the principal executive offices of the Company not less than ten (10) days following the day on which such public announcement is first made by the Company. (b)Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Company's notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which Directors are to be elected pursuant to the Company's notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Company who is a stockholder of record at the time of giving of notice provided for in Section 3B(a)(ii) hereof and this Section 3B(b), who is entitled to vote at the meeting and who has complied with the notice procedures set forth in said Section 3B(a)(ii) and this Section 10(b). In the event the Company calls a special meeting of stockholders for the purpose of electing one or more persons to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Company's notice of meeting if the stockholder's notice required by said Section 3B(a)(ii) and this Section 3B(b) shall be delivered to the Secretary of the Company at the principal executive offices of the Company not less than ninety (90) days nor more than one hundred twenty (120) days prior to such special meeting or ten (10) days following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder's notice as described above. (c)Except as otherwise provided by applicable law, the chairman of the meeting shall have the authority to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed (as the case may be) in accordance with the procedures set forth in this Section 3B, and, if any proposed nomination or business is not in compliance with this By-Law, to declare that such defective proposal or nomination shall be disregarded. (d) For purposes of this Section 3B, a "public announcement" shall mean disclosure in a press release issued by the Company and reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. (e)In addition to the requirements of the foregoing provisions of this Section 3B, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this By-Law shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act. INSPECTORS OF ELECTION Section 4. At the annual meeting of the stockholders, two (2) stockholders, not candidates for the office of Director, shall be appointed as inspectors of the election, whose duty it shall be honestly and fairly to conduct such election, and who shall furnish a certificate over their signatures of the result thereof, which certificate shall be presented to and filed by the Secretary. RIGHTS OF STOCKHOLDERS Section 5. Every stockholder shall be entitled at any meeting of the stockholders to one (1) vote for each share of stock held by him/her. Section 6. The Board of Directors shall have power to close the stock transfer books of the Company for a period not exceeding fifty (50) days preceding the date of any meeting of stockholders or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect; provided that, in lieu of so closing the stock transfer books, the Board of Directors may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of capital stock, and in such case only stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting or to receive payment of such dividend, or allotment of rights or exercise of such rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Company after any such record date fixed as aforesaid. Certificates of stock of the Company shall be in such form as the Board of Directors shall from time to time prescribe and shall be signed by the President or a Vice President and by either the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. The Board of Directors shall have power to appoint one or more Transfer Agents and/or one (1) or more Registrars for the transfer and/or registration of the certificates of stock and may require that stock certificates shall be countersigned and/or registered by a Transfer Agent and/or Registrar; provided, that when any certificate is signed by a Transfer Agent and registered by a Registrar, if the Board of Directors shall by resolution so provide, the signatures of the officers of the Company who sign such certificate may be facsimiles and the seal of the Company imprinted thereon. The Board of Directors has the authority to issue some or all stock of any class or series of the Company’s capital stock with or without certificates. Shares of stock of the Company shall be transferable on the books of the Company by the holder of record thereon in person or by duly authorized attorney and upon the surrender of the certificate properly endorsed. No stockholder shall be personally liable for any of the debts or obligations of the Company or for any assessment on his/her stock. Stockholders shall have no right to any division of the assets or profits of the Company or to any dividends therefrom, except as the Board of Directors shall from time to time declare. The Company shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of New Jersey. DIRECTORS Section 7A. The business and affairs of the Company shall be managed by a Board of Directors which shall have and may exercise all of the powers of the Company, except such as are expressly conferred upon the stockholders by law, by the Amended and Restated Certificate of Incorporation or by these By-Laws. Subject to the rights of the holders of shares of any series of preferred stock then outstanding, the Board of Directors shall consist of not less than seven (7) nor more than twenty (20) persons. The exact number of Directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the whole Board of Directors, and if such number is not so fixed, the number shall be twelve (12). No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director. At the 1987 Annual Meeting of Stockholders, the directors shall be divided into three classes, equal or as nearly equal in number as possible (but with not less than three directors in each class), with the term of office of the first class to expire at the 1988 Annual Meeting of Stockholders, the term of office of the second class to expire at the 1989 Annual Meeting of Stockholders and the term of office of the third class to expire at the 1990 Annual Meeting of Stockholders, and with the members of each class to hold office until their successorsCommencing at the annual meeting of stockholders that is held in calendar year 2010 (the “2010 Annual Meeting”), Directors shall be elected annually for terms of one (1) year, except that any Director in office at the 2010 Annual Meeting whose term does not expire until the annual meeting of stockholders held in calendar year 2011 or calendar year 2012 (a “Continuing Classified Director”) shall continue to hold office until the end of the term for which such Continuing Classified Director was previously elected and until such Continuing Classified Director’s successor shall have been elected and qualified. At each Annual Meeting of Stockholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as otherwise required by law, until the term of a Continuing Classified Director or any other Director expires or otherwise terminates as aforesaid, such Directors may be removed from office by the stockholders of the Corporation only for cause pursuant to the applicable provisions of the New Jersey Business Corporation Act. Section 7B. Vacancies, however caused, occurring in the Board of Directors, and newly created directorships resulting from an increase in the authorized number of Directors may be filled by the affirmative vote of a majority of the remaining Directors at any regular or special meeting and such newly appointed Director shall serve a term expiring at the next annual meeting of stockholders and until such Director’s successor shall have been elected and qualified. Section 7C. No person who has attained his/her 72nd birthday shall be eligible for election as a Director. Section 7D. Members of the Board of Directors shall receive such compensation as the Board of Directors may from time to time direct or determine. MEETINGS OF THE BOARD OF DIRECTORS Section 8. Regular meetings of the Board of Directors shall be held at a time and place to be fixed by the Board of Directors. The Chairman or President may call a special meeting of the Board of Directors when in his/her opinion the interests of the Company require it. It shall be the duty of the President or Secretary to call a special meeting of the Board of Directors at the request, in writing, of any three (3) of the Directors; and if the President or Secretary fails or refuses to do so any three (3) Directors may call a special meeting of the Board of Directors. In the absence of the Chairman of the Board of Directors, the Lead Independent Director (or his or her designee) shall preside at all meetings of the Board of Directors and shall act as temporary chairman at, and call to order, all meetings of the stockholders. At any meeting of the Board of Directors a majority of the Directors shall constitute a quorum but a lesser number may adjourn the meeting from time to time until a quorum appears. Twenty-Four (24) hours notice of the time and place of any meeting of the Board of Directors shall be given to all Directors but business transacted at any meeting at which all Directors are present shall be legal even though no notice of the applicable meeting was given. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.
Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board of Directors, or any committee designated by the Board of Directors, may be taken without a meeting, if, prior or subsequent to such action, all members of the Board of Directors or of such committee, as the case may be, consent theretoin writing (including by facsimile, electronic mail or any other electronic means) and such written consents are filed with the minutes of the proceedings of the Board of Directors or committee. Such consent shall have the same effect as a unanimous vote of the Board of Directors or committee for all purposes and may be stated as such in any certificate or other document filed with the Treasurer of the State of New Jersey, or other equivalent body in a foreign jurisdiction. EXECUTIVE COMMITTEE Section 9. The Board of Directors shall annually at its organizational meeting elect an Executive Committee consisting of the Chief Executive OfficerPresident, Lead Independent Director and a minimum of three (3) other Directors who shall constitute the Executive Committee, as fixed by the Board of Directors. The Executive Committee shall meet at the call of the Chief Executive OfficerPresident, Lead Independent Director, or any two (2) members of the Executive Committee but business transacted at any meeting at which all Directors comprising the Executive Committee are present shall be legal even though no notice of the applicable committee meeting was given. The Executive Committee shall have authority, when the Board of Directors is not in session, to take action upon any matters that may be brought before it, excepting the Company's investments, and shall report its proceedings to the Board of Directors at the Board of Director's next meeting. A majority of the Executive Committee shall constitute a quorum thereof. The Chief Executive OfficerPresident shall be Chairman of the Executive Committee. The action of (i) a majority of the members of the Executive Committee expressed inat meetings or by writing, cable or telegram(ii) all of the members of the Executive Committee expressed by a writing (including by facsimile, electronic mail or any other electronic means), without a meeting, shall, for all purposes, constitute the action of the Executive Committee and have the same effect as if assented to by all. FINANCE COMMITTEE Section 9A. The Board of Directors shall annually elect from its members a chairman and a minimum of three (3) other Directors, who shall constitute the Finance Committee, as fixed by the Board of Directors. The Finance Committee shall meet on twenty-four (24) hours' notice at the call of such chairman or any two (2) members but business transacted at any meeting at which all Directors comprising the Finance committee are present shall be legal even though no notice of the applicable committee meeting was given. The Finance Committee shall have authority to purchase and sell stocks, bonds, notes and other securities, to sell properties acquired in foreclosure suits or in satisfaction of debts, and otherwise to invest and reinvest the funds of the Company. All such purchases, sales, investments and reinvestments must be reported to the Board of Directors at its next meeting. A majority of the Finance Committee shall constitute a quorum thereof. The action of (i) a majority of the members of the Finance Committee expressed inat meetings, or by writing, cable or telegram or (ii) all of the members of the Finance Committee expressed by a writing (including by facsimile, electronic mail or any other electronic means), without a meeting, shall, for all purposes, constitute the action of the Finance Committee and have the same effect as if assented to by all. AUDITINGAUDIT COMMITTEE Section 10. The Board of Directors shall annually arrange for an audit of the Company's accounts by a certified public accountant. It shall fix the number of and elect from its members an AuditingAudit Committee none of whom shall be an officer of the Company. The Audit Committee shall meet on twenty-four (24) hours' notice at the call of such chairman or any two (2) members but business transacted at any meeting at which all Directors comprising the Audit Committee are present shall be legal even though no notice of the applicable committee meeting was given. The Audit Committee shall examine the report of such audit and report to the Board of Directors any matters therein requiring action or consideration. Such AuditingAudit Committee or the accountant shall have the right of access at all reasonable times to the accounts, books and vouchers of the Company, and the officers of the Company shall supply such information and explanation as may be necessary for the full performance of their duties. The action of (i) a majority of the members of the Audit Committee expressed at meetings or (ii) all of the members of the Audit Committee expressed by a writing (including by facsimile, electronic mail or any other electronic means), without a meeting, shall, for all purposes, constitute the action of the Audit Committee. OTHER COMMITTEES Section 11. The Board of Directors shall have the power to create other committees, and the President shall have the power to appoint the members thereof. NOTICE TO DIRECTORS, OFFICERS AND COMMITTEE MEMBERS Section 12. Any notice required to be given to any Director, officer or committee member under the provisions of these By-Laws or otherwise shall be duly and sufficiently given if mailed to such Director, officer or committee member at his/her address as the same appears on the stock books of the Company (or, in the case of an officer who is not a stockholder, at his/her address appearing on the payroll records), or if given personally or by telephone, telegram or e-mailfacsimile, electronic mail or other electronic means. Such notice shall be completely given upon mailing, or upon personal or telephonic notification, or upon the sending of a telegram or e-mailfacsimile, electronic mail or other electronic transmission, to such Director, officer or committee member, as the case may be, at his/her home address, telephone number, facsimile number, electronic mail address or other electronic transmission, in each case as the same appears on the books of the Company. Any such notice may be waived by any Director, officer or committee member to whom it is required to be given either before or after the meeting or occurrence for which such notice is required. Any Director that attends a meeting of the Board of Directors or a meeting of any committee designated by of the Board of Directors without objecting to a lack of notice of the meeting prior to the meeting’s conclusion shall be deemed to have waived his/her right to notice of the meeting. OFFICERS Section 13A. The Board of Directors immediately after the annual meeting of the stockholders shall meet and elect or appoint a Chairman of the Board of Directors, Lead Independent Director, President, Vice President, Secretary and Treasurer. They may appoint such other officers as the needs of the Company may from time to time require. All officers shall serve for one (1) year, or until the election and qualification of their successors, subject to the power of the Directors to remove any officer at pleasure by a majority vote of the Board of Directors. Any two (2) offices except those of the President and Vice President may be held by the same person. The compensation of the executive officers shall be fixed by the Board of Directors. Section 13B. President. In the absence of the Chairman of the Board, the President shall preside at all meetings of the Board of Directors and shall act as temporary chairman at and call to order all meetings of the stockholders. If the Chairman of the Board of Directors shall be designated as chief executive officer, the President shall exercise such powers and duties as may be prescribed by the Chairman of the Board of Directors. In the absence of the designation of the Chairman of the Board of Directors as chief executive officer, the President shall be chief executive officer of the Company and shall perform all duties commonly incident to his/her office, and shall have general supervision of the affairs of the Company, subject to the approval of the Board of Directors. At the first regulara meeting of the Board of Directors during the first quarter of the company in eachCompany’s fiscal year, the President shall submit a complete report of the operations and the business of the Company for the previous fiscal year, together with a statement of the Company's affairs at the close of such year, and shall submit a similar report at each annual meeting of the stockholders. The President shall also report to the Board of Directors from time to time all matters coming to his/her notice, relating to the interests of the Company that should be brought to the attention of the Board of Directors. Section 13C. Vice President. The Vice President shall have and exercise all the powers and duties of the President in case of his/her absence or inability to act, and shall performas such otherpowers and duties as may beare prescribed by the Board of Directors. Section 13D. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the stockholders, and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the stockholders and the Board of Directors, and shall affix the seal of the Company to such papers as may require it. He shall have charge of the Company's seal, stock certificates and such other books and papers as the Board of Directors may prescribe. The Secretary shall make such reports of the Board of Directors as they may request, and shall prepare and cause to be filed such reports and statements as may be required by law. Section 13E. Treasurer. The Treasurer shall have the care and custody of all the funds and securities of the Company and shall deposit the same in the name of the Company in such bank or banks as the Board of Directors may designate, and shall disburse the same under such rules and regulations as may be made by the Board of Directors, and shall perform such other duties as the Board of Directors may from time to time prescribe. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall see that all expenditures are duly authorized and are evidenced by proper receipts and vouchers. The Treasurer shall render to the President and Directors at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his/her transactions as Treasurer, and of the financial condition of the Company, and shall also make a full report of the financial condition of the Company at each annual meeting of the stockholders. Section 13F. Chairman of the Board of Directors. The Chairman of the Board of Directors shall preside at all meetings of the stockholders and the Board of Directors and he shall perform such other duties and exercise such other powers as the Board of Directors or the Executive Committee may prescribe. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 14. Elimination of Certain Liability. A Director of the Company shall not be personally liable to the Company or its stockholders for damages for breach of any duty owed to the Company or its stockholders, except to the extent such personal liability may not be eliminated or limited under the New Jersey Business Corporation Act as the same exists or may hereafter be amended. An officer of the Company shall not be personally liable to the Company or its stockholders for damages for breach of any duty owed to the Company or its stockholders, except to the extent and for the duration of any period of time such personal liability may not be eliminated or limited under the New Jersey Business Corporation Act as the same exists or may hereafter be amended. Section 14A. Indemnification and Insurance (a)Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, or any appeal therein or any inquiry or investigation which could lead to such action, suit or proceeding (a "proceeding"), by reason of his/her being or having been a Director or officer of the Company or of any constituent company absorbed by the Company in a consolidation or merger, or by reason of his/her being or having been a Director, officer, trustee, employee or agent of any other company (domestic or foreign) or of any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (whether or not for profit), serving as such at the request of the Company, or the legal representative of any such Director, officer, trustee, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent permitted by the New Jersey Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than New Jersey Business Corporation Act permitted prior to such amendment), from and against any and all reasonable costs, disbursements and attorney's fees, and any and all amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties, incurred or suffered in connection with any such proceeding, and such indemnification shall continue as to a person who has ceased to be a Director, officer, trustee, employee or agent and shall inure to the benefit of his/her heirs, executors, administrators and assigns; provided, however, that, except as provided in Section 14A(b) hereof, the Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was specifically authorized by the Board of Directors of the Company. The right to indemnification conferred in this subsection shall be a contract right and shall include the right to be paid by the Company the expenses incurred in connection with any proceeding in advance of the final disposition of such proceeding as authorized by the Board of Directors; provided, however, that, if the New Jersey Business Corporation Act so requires, the payment of such expenses incurred by a Director or officer in his/her capacity as a Director or officer in advance of the final disposition of a proceeding shall be made only upon receipt by the Company of an undertaking, by or on behalf of such Director or officer, to repay all amounts so advanced unless it shall ultimately be determined that such Director or officer is entitled to be indemnified under this subsection or otherwise. The Company may, by action of the Board of Directors, provide for indemnification and advancement of expenses to employees and agents of the Company with the same scope and effect as the foregoing indemnification of Directors and officers. (b)Right of Claimant to Bring Suit. If a claim under Section 14A(a) of this subsection is not paid in full by the Company within thirty (30) days after a written request has been received by the Company, the claimant may at any time thereafter apply to a court for an award of indemnification by the Company for the unpaid amount of the claim and, if successful on the merits or otherwise in connection with any proceeding, or in the defense of any claim, issue or matter therein, the claimant shall be entitled also to be paid by the Company any and all expenses incurred or suffered in connection with such proceeding. It shall be a defense to any such action (other than an action brought to enforce a claim for the advancement of expenses incurred in connection with any proceeding where the required undertaking, if any, has been tendered to the Company) that the claimant has not met the standard of conduct which makes it permissible under the New Jersey Business Corporation Act for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such proceeding that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the New Jersey Business Corporation Act, nor an actual determination by the Company (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, nor the termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolocontendere or its equivalent, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. (c)Non-Exclusivity of Rights. The right to indemnification and advancement of expenses provided by or granted pursuant to this Section 14A shall not exclude or be exclusive of any other rights to which any person may be entitled under a certificate of incorporation, by-law, agreement, vote of stockholders or otherwise, provided that no indemnification shall be made to or on behalf of such person if a judgment or other final adjudication adverse to such person establishes that such person has not met the applicable standard of conduct required to be met under the New Jersey Business Corporation Act. (d)Insurance. The Company may purchase and maintain insurance on behalf of any Director, officer, employee or agent of the Company or another company, partnership, joint venture, trust, employee benefit plan or other enterprise against any expenses incurred in any proceeding and any liabilities asserted against him/her by reason of such person being or having been such a Director, officer, employee or agent, whether or not the Company would have the power to indemnify such person against such expenses and liabilities under the provisions of this Section 14A or otherwise. GENERAL COUNSEL Section 15. The Board of Directors shall annually appoint a General Counsel of the Company whose duty it shall be to afford and communicate to the officers, Directors and committees, in writing or otherwise, whenever requested, such counsel, legal advice and information as may be requested to guide them in the discharge and performance of their duties. OFFICIAL BONDS FISCAL YEAR Section 16. The Treasurer, and such other officers and employees as the Board of Directors may designate, shall give bonds in such sums and with such securities and conditions as the Board may require. The President shall have custody of all such bonds. FISCAL YEAR Section 17. The fiscal year of the Company shall be fixed by resolution of the Board of Directors. SIGNATURES Section 18.17. All checks issued by the Company shall bear the signatures or facsimile signatures of at least two (2) persons designated by the Board of Directors. All other notes, drafts, orders for the payment of money and all other documents requiring the signature of an officer or officers of the Company shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. BOOKS OF THE COMPANY Section 19.18. No stockholders, other than an officer or Director, shall have any right to inspect any account or book or document of the Company except as such right may be conferred by law or authorized by the Board of Directors after evidence satisfactory to the Board of Directors is presented that such inspection is desired for a proper purpose. AMENDMENTS Section 20.19. Notwithstanding any other provision contained in these By-Laws to the contrary, Sections 7A and 7B and this Section 20 of these By-Laws may be altered, amended, supplemented or repealed only by the affirmative vote of 66-2/3% or more of the voting power of all of the shares of the Company entitled to vote generally in the election of Directors, voting together as a single class. Subject to the foregoing, these By-Laws may be altered, amended, supplemented or repealed and new By-Laws may be adopted by the Board of Directors at any meeting, provided that ten (10) days' notice, in writing has been given to each Director of any proposed alteration, amendment, supplemental repeal or adoption. The affirmative vote of a majority of the whole Board of Directors shall be necessary to accomplish any proposed alteration, amendment, supplement, repeal or adoption. Any By-Law contained in these By-Laws may be altered, amended, supplemented, repealed or adopted without such previous notice by the vote of three-fourths (3/4ths) of the whole Board of Directors. Appendix C
SELECTIVE INSURANCE GROUP, INC. 2005 OMNIBUS STOCK PURCHASE PLAN (2009)
As Amended and Restated Effective Julyas of May 1, 20092010 ARTICLE I
Establishment and Purpose
1.1.1. | | Selective Insurance Group, Inc. established the Employee Stock Purchase Savings Plan effective as of July 1, 1987. The purpose of the Plan is to provide a greater community of interest between Selective stockholders and the employees of Selective and its subsidiaries which adopt the Plan, and to facilitate the purchase by employees of shares of common stock of Selective. It is intended that the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code, and the provisions of the Plan shall be construed in a manner consistent with the requirements of Section 423 of the Code. | | 1.2. | | The Plan is hereby amended and restated effective with respect to Offering Periods commencing on and after July 1, 2009, and is renamed the “Selective Insurance Group, Inc. Employee Stock Purchase Plan (2009).”Purpose; Establishment. |
ARTICLE II
The Selective Insurance Group Inc. 2005 Omnibus Stock Plan (the “Plan”) is intended to attract and retain employees, non-employee directors and consultants of the Company and its Affiliates, to motivate them to achieve long-term Company goals and to further align their interests with those of the Company’s stockholders. The Plan was adopted and approved by the Board effective as of April 1, 2005, and approved by the stockholders of the Company on April 27, 2005. The Plan is hereby amended and restated, effective as of May 1, 2010, subject to approval by the stockholders of the Company.
Definitions
As used in the Plan, the following definitions apply to the terms indicated below:
| (a) | “Account” meansAdministrative Actions” shall have the meaning set forth in Section 4(b) hereof. |
| (b) | “Affiliate” shall mean any Subsidiary of the Company, and any entity if, at the time of granting of an Award: (i) the Company, directly or indirectly, owns at least 80% of the combined voting power of all classes of stock of such entity or at least 80 percent of the ownership interests in such entity; or (ii) such entity, directly or indirectly, owns at least 80 percent of the combined voting power of all classes of stock of the Company. |
| (c) | “Agreement” shall mean the written agreement between the Company and a bookkeeping account establishedParticipant evidencing an Award or a notice of an Award delivered to a Participant by the Company with respectin hard copy paper form, electronically via the Internet or through other electronic means. |
| (d) | “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Grant or Other Award granted pursuant to the funds that are accumulated for each individual Participant as a resultterms of payroll deductions for the purpose of purchasing Shares under the Plan. The funds that are allocated to a |
| (e) | “Board” shall mean the Board of Directors of the Company. |
| (f) | “Cause” shall mean, unless otherwise defined in the Participant’s Account may be commingledAgreement, employment agreement, or other written agreement describing the Participant’s terms of employment with the general fundsCompany or its Affiliates, termination of the Company.Participant’s employment or service by the Company and its Affiliates if, in the reasonable determination of the Company or its applicable Affiliate, the Participant: (i) engages in conduct that violates written policies of the Company or Affiliate; (ii) fails to perform the essential functions of his or her job (except for a failure resulting from a bona fide illness or incapacity); (iii) fails to carry out the Company’s or Affiliate’s reasonable directions, issued through its Chief |
Executive Officer, the Board, other appropriate senior employee responsible for the Participant’s business unit or area, or the Participant’s supervisor; (iv) engages in embezzlement, misappropriation of corporate funds, any act of fraud, dishonesty or self-dealing, or the commission of a felony or any significant violation of any statutory or common law duty of loyalty to the Company or Affiliate; (v) commits an act or omission that could adversely and materially affect the Company’s or an Affiliate’s business or reputation or involves moral turpitude; or (vi) breaches a material provision of this Plan or the Agreement evidencing an Award. | (g) | “Change in Control” shall mean the first occurrence of an event of a nature that would be required to be reported in response to Item 5.01 of a Current Report on Form 8-K, as in effect on the date hereof, pursuant to Sections 13 or 15(d) of the Exchange Act; provided, however, that a Change in Control shall, in any event, conclusively be deemed to have occurred upon the first to occur of any one of the following events: |
2.2. | | Acquisition” means(i) | The acquisition by a merger or consolidation of Selective with and into another person or group, including, without limitation, any current stockholder or stockholders of the Company, of securities of the Company resulting in such person or group owning, of record or beneficially, 25 percent or more of any class of voting securities of the Company; |
| (ii) | The acquisition by a person or group, including, without limitation, any current stockholder or stockholders of the Company, of securities of the Company resulting in such persons or groups owning, of record or beneficially, 20 percent or more, but less than 25 percent, of any class of voting securities of the Company, if the Board adopts a resolution that such acquisition constitutes a Change in Control; |
| (iii) | The sale transfer, or other disposition of all or substantially all of the assets of Selective to one or more persons (other than any wholly-owned subsidiary Selective) in a single transaction or series of related transactions.the Company; |
| 2.3.(iv) | | “Base Pay” means a Participant’s regular annualized base salaryThe reorganization, recapitalization, merger, consolidation or regular straight time base earnings, excluding payments for overtime, bonuses and other incentive compensation, commissions, pension, welfare and fringe benefits, and any other special, irregular or infrequent benefits or remuneration; provided, however, that Base Pay shall include remuneration paid bybusiness combination involving the Company, for paid-time off (bank days) used while in the employresult of which is the ownership by those persons who were stockholders of the Company short-term disability wage continuation payments, military leave payments, military leave differential payments and workers’ compensation wage continuation payments, as well asimmediately prior to such business combination of less than 80 percent of those voting securities of the resulting or acquired entity having the power to elect a majority of the board of directors of such entity; or |
| (v) | A change in the membership of the Board, which, taken in conjunction with any salary deferral contributions madeother prior or concurrent changes, results in 50 percent or more of the membership of the Board being persons not nominated by the Participant toBoard as set forth in the Selective Insurance Retirement Savings Plan,Company’s then most recent proxy statement, excluding changes resulting from substitutions by the Selective Insurance Company of America “Selections” Plan, and the Selective Insurance Company of America Deferred Compensation Plan. |
Board because of retirement or death of a director or directors, removal of a director or directors by the Board or resignation of a director or directors due to demonstrated disability or incapacity. Provided, however, that: (A) for each Award subject to Section 409A of the Code, a Change in Control shall be deemed to have occurred under this Plan with respect to such Award, if and to the extent necessary to comply with Section 409A of the Code, only if a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code; and (B) notwithstanding anything in this definition to the contrary, no Change in Control shall be deemed to have occurred for the purpose of a Participant’s Award by virtue of any transaction which results in such Participant, or a group of persons which includes such Participant, acquiring, directly or indirectly, voting securities of the Company.
For the purpose of this Section 2(g), the following definitions shall apply:
(I) the terms “person” and “beneficial owner” shall have the meanings set forth in Regulation 13D under the Exchange Act, as such regulation exists on the date hereof;
(II) the term “voting security” shall include any security that has, or may have upon an event of default or in respect of any transaction, a right to vote on any matter on which the holder of any class of common stock of the Company would have a right to vote;
(III) the term “group” shall have the meaning set forth in Section 13(d) of the Exchange Act; and
(IV) the term “substantially all of the assets of the Company” shall mean more than 50 percent of the Company’s assets on a consolidated basis, as shown in the Company’s most recent audited balance sheet.
| 2.4.(h) | | “Board” means the Board of Directors of Selective. | | 2.5. | | “Code” meansCode” shall mean the Internal Revenue Code of 1986, as amended.amended from time to time, and any regulations promulgated thereunder. |
| 2.6.(i) | | “Commencement Date” with respect to an Option meansCommittee” shall mean the first day of the Offering Period in which such Option was granted. | | 2.7. | | “Committee” means theCompany’s Salary and Employee Benefits Committee, which shall consist of two or more persons appointed by the Board, each of whom shall qualify as an “outside director” within the meaning of Section 162(m) of the Board.Code, and a “nonemployee director” within the meaning of Rule 16b-3. |
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2.8. | (j) | “Company” shall mean Selective Insurance Group, Inc., a New Jersey corporation. |
| (k) | “Company” means, collectively, Selective, Selective Insurance Company of America, Selective HR Solutions VI, Inc., and any Parent or other Subsidiary of Selective which adoptsStock” shall mean the Plan as a participating employer with the consent of and subject to any conditions imposed by Selective. Notwithstanding the foregoing, the Committee may exclude Selective Insurance Company of America, Selective HR Solutions, Inc. and/or any other Parent or Subsidiary of Selective adopting the Plan from participation in the Plan with respect to any Offering Period by written action prior to the commencement of such Offering Period. | | 2.9. | | “Employee” means any common law employeestock of the Company, includingpar value $2.00 per share. |
| (l) | “Consultant” shall mean any consultant, agent, advisor, or independent contractor who renders services to the Company or an officer or a memberAffiliate that: (i) are not in connection with the offer and sale of the BoardCompany’s securities in a capital raising transaction; and (ii) do not directly or indirectly promote or maintain a market for the Company’s securities. |
| (m) | “Covered Employee” shall mean a “covered employee” within the meaning of DirectorsSection 162(m) of the Code and regulations and other guidance thereunder. |
| (n) | “Directors’ Plan” shall mean the Selective Insurance Group, Inc. Non-Employee Directors’ Deferred Compensation Plan, as effective as of May 1, 2010, as amended and in effect from time to time. |
| (o) | “Effective Date” shall mean April 1, 2005, the original effective date of the Plan. |
| (p) | “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. |
| (q) | “Fair Market Value” of the Company who is customarily employed by the Company more than five (5) months in a calendar year, and who (i) is regularly scheduled to work on a full-time basis; (ii) is regularly scheduled to work on a part-time basis; or (iii) is not regularly scheduled to work on either a full-time or part-time basis, but is customarily employed more than twenty (20) hours per week, all as set forth in the books and records of the Company. | | 2.10. | | “Exercise Date” with respect to any Option means the last day of the Offering Period in which such Option was granted. | | 2.11. | | “Fair Market Value” of the Shares on any given dateStock shall be calculated as follows: (i) if the Shares areCompany Stock is listed on a national securities exchange or traded on the NASDAQ National Market or the NASDAQ SmallCap Market and sale prices are regularly reported for the Shares,Company Stock, then the Fair Market Value shall be the closing selling price for a Sharethe Company Stock reported on the applicable composite tape or other comparable reporting system on the applicable date, or if the applicable date is not a trading day, on the most recent trading day immediately prior to the applicable date; or (ii) if closing selling prices are not regularly reported for the SharesCompany Stock as described in clause (i) above but bid and asked prices for the SharesCompany Stock are regularly reported, then the Fair Market Value shall be the arithmetic mean between the closing or last bid and asked prices for the SharesCompany Stock on the applicable date or, if the applicable date is not a trading day, on the most recent trading day immediately prior to the applicable date; or (iii) if prices are not regularly reported for the SharesCompany Stock as described in clause (i) or (ii) above, then the Fair Market Value shall be such value as the Committee in good faith determines. | | 2.12. | | “Offering Period” means any of the successive periods of time not to exceed one (1) year useddetermines; provided, however, that, for purposes of purchasing Shares by Participants underdetermining the Plan,exercise price of a Nonqualified Stock Option, if prices are not regularly reported for the Company Stock as described in Section 4.1. | | 2.13. | | “Option” meansclause (i) or (ii) above, the right to purchase Shares under the Plan. | | 2.14. | | “Parent” means a parent, as that term is defined under Section 424(e)Fair Market Value of the Code. | | 2.15. | | “Participant” means an Employee who has elected to participate in the PlanCompany Stock shall be determined in accordance with Article V.Section 409A and regulations thereunder. |
| (r) | “Immediate Family Member” shall have the meaning set forth in Section 21(c) hereof. |
2.16. | | (s) | “Plan” means thisIncentive Stock Option” shall mean an Option that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code, or any successor provision, and which is designated by the Committee as an Incentive Stock Option. |
| (t) | “Non-Employee Director” shall mean a member of the Board or a member of the board of directors of an Affiliate who is not an employee of the Company or any Affiliate. |
| (u) | “Nonqualified Stock Option” shall mean an Option other than an Incentive Stock Option. |
| (v) | “Option” shall mean an option to purchase shares of Company Stock granted pursuant to Section 7 hereof. |
| (w) | “Other Award” shall mean an Award granted pursuant to Section 12 hereof. |
| (x) | “Participant” shall mean an employee of the Company or any Affiliate, a Non-Employee Director or a Consultant to whom an Award is granted pursuant to the Plan. |
| (y) | “Performance Goals” shall mean performance goals based on one or more of the following criteria: (i) return on total stockholder equity or operating return on total stockholder equity; (ii) earnings per share or book value per share of Company Stock; (iii) net income (before or after taxes); (iv) earnings before all or any interest, taxes, depreciation and/or amortization; (v) return on assets, capital or investment; (vi) market share; (vii) cost reduction goals; (viii) earnings from continuing operations; (ix) levels of expense, costs or liabilities; (x) department, division or business unit level performance; (xi) operating profit; (xii) sales or revenues; (xiii) stock price appreciation; (xiv) total stockholder return; (xv) growth in net premiums written, including, without limitation, policy count; (xvi) combined ratios; (xvii) implementation or completion of critical projects or processes; (xviii) except in the case of a Covered Employee, any other performance criteria established by the Committee; or (xix) any combination of the foregoing. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company, a subsidiary or affiliate, or a division or strategic business unit of the Company or a combination thereof, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may be subject to a threshold level of performance below which no vesting will occur, levels of performance at which specified vesting will occur, and a maximum level of performance above which full vesting will occur. To the extent possible, each of the foregoing Performance Goals shall be determined, as appropriate, in accordance with generally accepted accounting principles or statutory accounting principles and shall be subject to certification by the Committee; provided that the Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any subsidiary or affiliate or the financial statements of the Company or any subsidiary or affiliate, in response to changes in applicable laws or regulations, or to account for items of realized and |
unrealized gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. | (z) | “Plan” shall have the meaning set forth in Section 1 hereof. |
| (aa) | “Prior Plan” shall mean each of the Selective Insurance Stock Option Plan III, the Selective Insurance Group, Inc. Employee Stock PurchaseOption Plan (2009)for Directors and the Selective Insurance Group, Inc. Stock Compensation Plan for Nonemployee Directors, as Amended. |
| (bb) | “Prior Plan Awards” shall mean awards outstanding under the Prior Plans as of April 27, 2005. |
| (cc) | “Restricted Stock” shall mean a share of Company Stock which is granted pursuant to the terms of Section 9 hereof and which is subject to restrictions as set forth in Section 9(c) and (d) hereof. |
| (dd) | “Restricted Stock Unit” shall mean an Award valued by reference to shares of Company Stock (also known as “phantom stock” or a “stock unit”), granted pursuant to Section 10 hereof, which upon or following vesting provides the right to receive either cash or shares of Company Stock. |
| (ee) | “Rule 16b-3” shall mean the Rule 16b-3 promulgated under the Exchange Act, as amended from time to time. |
| (ff) | “Securities Act” shall mean the Securities Act of 1933, as amended from time to time. |
2.17. | | (gg) | “Selective” means Selective Insurance Group, Inc., or any successor.Stock Appreciation Right” shall mean the right to receive, upon exercise of the right, the applicable amounts as described in Section 8 hereof. |
| (hh) | “Stock Grant” shall mean an unrestricted share of Company Stock which is granted pursuant to the terms of Section 11 hereof. |
2.18. | | (ii) | “Shares”Subsidiary” shall mean sharesa “subsidiary corporation” of common stockthe Company within the meaning of Selective, par value $2.00 per share, subject to adjustments which may be made in accordance with Article XV. | | 2.19. | | “Subsidiary” means a subsidiary, as that term is defined under Section 424(f) of the Code. |
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ARTICLE III
Eligibility
3.1.3. | | Any person who is an Employee during the enrollment period established by the Committee for an Offering Period and as of the first day of an Offering Period, shall be eligible to participate in the Plan with respect to such Offering Period, subjectStock Subject to the limitations imposed by Section 423 of the Code. | | 3.2. | | Notwithstanding any provision of the Plan to the contrary, no Employee shall be granted an Option:Plan. |
| (i)(a) | | if such Employee, immediately after the Option is granted, owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of Selective or of any Parent or Subsidiary of Selective (taking into account stock which would be attributed to such Employee pursuant to Section 424(d) of the Code); or | | | (ii) | | which gives the Employee the right to purchase stock under all “employee stock purchase plans” (within the meaning of Section 423 of the Code) of Selective and its Parents and Subsidiaries, including the Plan, to accrue at a rate which exceeds $25,000 of the Fair Market Value of such stock (determined as of the Commencement Date of the Offering Period to which the Option relates)Shares Available for each calendar year in which such Option is outstanding at any time.Awards. The term “accrue” shall be interpreted in accordance with Section 423(b)(8) of the Code and the regulations thereunder. |
ARTICLE IV
Offering Periods
4.1. | | Shares shall be offered for purchase under the Plan through a series of successive or non-overlapping Offering Periods until such time as: (i) the maximum number of Shares available for issuance under the Plan shall have been purchased; or (ii) the Plan shall have been sooner terminated. Each Offering Period shall beshares of such duration (not to exceed twelve (12) months) and commence on such dates as determined by the Committee prior to the Commencement Date of such Offering Period. At any time and from time to time, the Committee may change the duration and/or the frequency of Offering Periods or suspend operation of the Plan with respect to Offering Periods not yet commenced. Unless otherwise determined by the Committee from time to time, an Offering Period shall commence on the first business day in January and July of each year and end on the last business day in the following June and December, respectively. | | 4.2. | | The Committee may at any time suspend any Offering Period if required by law or if the Committee shall deem such suspension to be in the best interests of the Company. |
ARTICLE V
Participation
5.1. | | Any person who is an Employee during the enrollment period established by the Committee for an Offering Period and as of the Commencement Date of an Offering Period, may become a Participant in the Plan for such Offering Period by enrolling in the Plan and authorizing payroll deductions prior to the Commencement Date of such Offering Period in the manner provided by the Committee from time to time. | | 5.2. | | Participation in one Offering Period under the Plan shall neither limit, nor require, participation in any other Offering Period. | | 5.3. | | Participation in the Plan shall be voluntary. |
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ARTICLE VI
Payroll Deductions
6.1. | | Upon enrollment in the Plan, a Participant shall authorize the Company to make payroll deductions of a whole percentage of his Base Pay each payroll period at a rate not in excess of ten percent (10%) of such payroll period Base Pay. The Committee may, from time, change the limitations on the maximum and/or minimum percentage or amount of payroll deductions that may be made by Participants; provided, however, that, except as provided in Articles XII and XV, a Participant’s existing rights under any Offering Period that has already commenced may not be adversely affected by such change. | | 6.2. | | Payroll deductions for a Participant shall commence with the first regular payroll date occurring on or after the Commencement Date of the Offering Period for which a payroll deduction authorization has been filed. Payroll deductions shall end on the last payroll date that is on or prior to the Exercise Date, unless the Participant has discontinued his participation in the Plan with respect to that Offering Period earlier as provided in Article IX. | | 6.3. | | At the conclusion of each Offering Period, the Company shall automatically re-enroll each Participant in the next Offering Period, and payroll deductions shall continue at the rate selected by the Participant in his payroll deduction authorization for the prior Offering Period, unless the Participant discontinues his participation in the Plan earlier as provided in Article IX, or increases or reduces his contribution percentage with respect to, and prior to the Commencement Date of, such subsequent Offering Period. | | 6.4. | | All payroll deductions made for a Participant shall be credited to a payroll deduction Account in the name of the Participant under the Plan. The Participant may not make any separate cash payments into such Account nor may payment for Shares be made from other than the Participant’s Account. | | 6.5. | | A Participant may elect to discontinue his participation in the Plan and terminate his payroll deduction authorization as provided in Article IX, but may not alter the amount or rate of payroll deductions during an Offering Period or make any other change during an Offering Period. | | 6.6. | | No interest will be paid or allowed in respect of any payroll deduction amount under any circumstances. | | 6.7. | | Notwithstanding anything in this Article VI to the contrary, to the extent necessary to comply with Section 423(b)(3) or Section 423(b)(8) of the Code and Section 3.2 herein, a Participant may be excluded from participating in an Offering Period, or a Participant’s payroll deductions may be limited, decreased or terminated during any Offering Period. Except to the extent required to ensure compliance with Section 423(b)(3) or Section 423(b)(8) of the Code and Section 3.2 herein, payroll deductions limited, decreased or terminated pursuant to this Section 6.7 shall re-commence automatically at the rate provided in such Participant’s payroll deduction authorization at the beginning of the next Offering Period, unless terminated by the Participant as provided in Article IX or modified by the Participant with respect to the next Offering Period. | | 6.8. | | Notwithstanding anything in this Article VI to the contrary, in the event that an Employee who is a participant in any pension plan maintained by the Company or any of its affiliates which includes a cash or deferred arrangement pursuant to Section 401(k) of the Code takes a hardship distribution, within the meaning of Section 401(k)(2)(B)(i)(IV) of the Code, from such plan, the Committee may decrease the Employee’s payroll deductions under the Plan to zero percent (0%) during an Offering Period, and/or may restrict the Employee from participating in the Plan with respect to a new Offering Period, if and to the extent necessary to satisfy the requirements of Treasury Regulation Section 1.401(k)-1(d)(3)(iv)(E)(2). |
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ARTICLE VII
Terms and Conditions of Options
7.1. | | Options granted pursuant to the Plan shall be evidenced by agreements, if any, in such form, including electronic form, as the Committee shall require, and shall comply with and be subject to the terms and conditions set forth in this Article VII. All Employees shall have the same rights and privileges under the Plan. | | 7.2. | | On the Commencement Date of each Offering Period, Selective shall grant to each Participant in such Offering Period an Option to purchase as many full Shares as may be purchased by such Participant with the amount credited to his Account at the Exercise Date for such Option, subject to the limitations of Section 7.4. A Participant shall be granted a separate purchase right for each Offering Period in which he participates. | | 7.3. | | The Option price of the Shares shall be the lower of: |
| (i) | | 85% of the Fair Market Value of the Shares on the Commencement Date of the Offering Period; and | | | (ii) | | 85% of the Fair Market Value of the Shares on the Exercise Date for the Offering Period. |
7.4. | | In no event may the number of Shares purchased by any Participant during an Offering Period exceed 2,400 shares, as the same may be adjusted pursuant to Article XV. |
ARTICLE VIII
Exercise of an Option
8.1. | | Unless a Participant has received a refund of or withdrawn the balance of his Account pursuant to Article IX, his Option for the purchase of Shares will be exercised automatically on the Exercise Date, and the maximum number of Shares shall be purchased at the applicable Option price with the accumulated payroll deductions in his Account. | | 8.2. | | Any balance remaining in any Participant’s Account at the Exercise Date of an Offering Period equaling less than the sum required to purchase a full Share shall be used to purchase fractional Shares. |
ARTICLE IX
Withdrawal or Termination
9.1. | | Upon termination of a Participant’s employment with the Company for any reason, including death, prior to an Exercise Date for an Offering Period, the payroll deductions credited to the Participant’s Account for such Offering Period shall be returned to him (or, in the event of the Participant’s death, to his estate) in cash, without interest. | | 9.2. | | Subject to rules and procedures adopted by the Committee, a Participant may withdraw all but not less than all of the balance in his Account and thereby withdraw from participation in the Plan with respect to an Offering Period by giving written notice to the Committee no later than fourteen (14) business days prior to the last day of the Offering Period. Upon receipt of such notice: (a) the Participant’s Option for the Offering Period shall automatically terminate; (b) no further contributions to his Account shall be permitted for such Offering Period; and (c) as soon as administratively practicable, the Company shall refund to the Participant the funds that remain in the Participant’s Account, without interest. | | 9.3. | | An Employee who has previously withdrawn from the Plan may re-enter by complying with the requirements of Article V. Upon compliance with such requirements, an Employee’s re- |
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| | entry into the Plan will become effective on the Commencement Date of the next Offering Period following the date the Employee complies with Article V with respect to the re-entry. |
ARTICLE X
Shares Under Option
10.1. | | The Shares to be sold to Participants under this amended and restated Plan may, at the election of the Board, be either treasury Shares, Shares originally issued for such purpose, or issued and outstanding Shares purchased for such purpose in the open market. Subject to adjustment pursuant to Article XV, the aggregate number of Shares availableStock reserved for issuance under the Plan shall be 3,400,000 shares (subject to adjustment as provided herein). Such shares may be authorized but unissued shares of Company Stock or authorized and issued shares of Company Stock held in the lesserCompany’s treasury. |
| (b) | Individual Limitation; Limitation on Certain Awards; Limitation on Incentive Stock Options. The maximum number of shares of Company Stock to which Awards (including Options and Stock Appreciation Rights) relate that may be granted to any Participant during any calendar year shall not exceed 200,000 shares, subject to adjustment as provided in Section 3(c) hereof. The maximum number of shares of Company Stock to which Options relate that may be granted under the Plan shall be 3,400,000 (subject to adjustment as provided in Section 3(c) hereof), any or all of which may relate to Incentive Stock Options. |
| (c) | Adjustment for Change in Capitalization. In the event that any dividend or other distribution is declared (whether in the form of cash, Company Stock, or other property), or there occurs any recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange or other similar corporate transaction or event, the Committee shall equitably adjust, in its sole and absolute discretion: (i) the number and type of shares (or other securities or property) with respect to which Awards may be granted; (ii) the number and type of shares (or other securities or property) subject to outstanding Awards; and (iii) the grant or exercise price with respect to any Award. Any adjustment to Incentive Stock Options under this Section 3(c) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code. Any adjustment to Awards subject to Section 409A of the Code shall conform to the requirements of Section 409A of the Code. Furthermore, with respect to Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, any adjustments to Awards shall be made only to the extent that the Committee determines that such adjustments may be made without causing the Company to be denied a tax deduction on account of Section 162(m) of the Code. |
| (d) | Corporate Transactions. In the event of a proposed corporate transaction, the Committee may provide for any or a combination of the following: |
| (i) | provide for the assumption of outstanding Awards by the surviving or successor entity; |
| (ii) | terminate all or a portion of any outstanding Award, effective upon the closing of the corporate transaction, if it determines that such termination is in the best interests of the Company (if the Committee decides to terminate outstanding Options or Stock Appreciation Rights, the Committee shall give each participant holding an Option or Stock Appreciation Right to be terminated not less than seven days’ notice prior to any such termination, and any Option or Stock Appreciation Right that is to be so terminated may be exercised (if and only to the extent that it is then exercisable) up to, and including the date immediately preceding, such termination); or |
| (iii) | with respect to the outstanding Options and Stock Appreciation Rights, provide for cash payments, net of applicable tax withholdings, to be made to holders equal to the excess, if any, of: (i) 4,500,000; and (ii) (A) 1,500,000plus(B) 2,882,890;plus(C)the acquisition price times the number of Shares issuedshares of Company Stock subject to Participants onan Option or Stock Appreciation Right (to the extent the exercise price does not exceed the acquisition price), over (B) the aggregate exercise price for all such shares of OptionsCompany Stock subject to the Option or Stock Appreciation Right, in exchange for the Offering Period ending June 30, 2009.termination of such Option or Stock Appreciation Right; provided, however, that if the acquisition price does not exceed the exercise price of any such Option or Stock Appreciation Right, the Committee may cancel that Option or Stock Appreciation Right without the payment of any consideration therefor prior to or upon the transaction. For this purpose, “acquisition price” means the avoidanceamount of doubt,cash, and the aggregatemarket value of any other consideration, received in payment for a share of Company Stock surrendered in a transaction. |
Notwithstanding the foregoing, with respect to Awards of Incentive Stock Options, no adjustment shall be authorized to the extent that such adjustment would cause the Plan to violate Section 422(b)(1) of the Code or any successor provision thereto; and with respect to Options and Stock Appreciation Rights, such adjustment shall be made in accordance with the provisions of Section 424(h) of the Code. | (e) | Reuse of Shares. For purposes of calculating the number of Shares remainingshares of Company Stock issued under the Plan: |
| (i) | Except to the extent that to do so would prevent the grant of Incentive Stock Options hereunder, any shares of Company Stock subject to an Award or a Prior Plan Award that remain unissued upon the cancellation, surrender, exchange or termination of such Award or Prior Plan Award without having been exercised or settled shall again become available for Awards. |
| (ii) | To the extent an Award or a Prior Plan Award is paid or settled in cash, the number of shares of Company Stock with respect to which such payment or settlement is made shall again be available for grants of Awards pursuant to the Plan. |
| (iii) | If any Option is exercised by delivering previously owned shares of Company Stock in payment of the exercise price therefor, only the net number of shares, that is, the number of shares of Company Stock issued minus the number received by the Company in payment of the exercise price, shall be considered to have been issued pursuant to an Award granted under the Plan. |
| (iv) | Any shares of Company Stock reacquired in satisfaction of tax withholding obligations of the Company shall again be available for issuance under the Plan with respect to Offering Periods commencing on or after July 1, 2009 shall be 1,500,000 (subject to adjustment pursuant to Article XV).Plan. |
Notwithstanding the foregoing, with respect to any Covered Employee, Options and Stock Appreciation Rights granted and subsequently canceled or deemed to be canceled in a calendar year shall count against the limit set forth in Section 3(b) on the maximum number of shares of Company Stock to which such Awards may be granted to such Covered Employee during any calendar year, even after their cancellation
| 10.2.4. | | If for any reason any Option under the Plan terminates or is cancelled in whole or in part, Shares that may have been purchased upon the exerciseAdministration of such Option may be made subject to another Option under the Plan. | | 10.3. | | If, on any date, the total number of Shares for which outstanding Options have been granted exceeds the number of Shares then available under this Article X after deduction of all Shares that have been purchased under the Plan, the Committee shall make a pro-rata allocation of the Shares that remain available in as nearly a uniform manner as shall be practicable and as it shall determine, in its sole judgment, to be equitable. In such event, the number of Shares each Participant may purchase shall be reduced and the Committee shall give to each Participant a written notice of such reduction. | | 10.4. | | Selective shall deliver, or cause to be delivered, to each Participant, as promptly as practicable after any Exercise Date, a statement indicating the number of Shares, including any fractional Shares, purchased upon exercise of his Option that are being held in an account established by Selective for and in the Participant’s name. Notwithstanding the foregoing, the Committee may, in its sole discretion, issue certificates for Shares to a Participant, subject to payment by the Participant of such reasonable charge as the Committee may impose. | | 10.5. | | A Participant will have no interest in Shares covered by his Option, and will have no rights as a stockholder and no voting rights with respect to any such Shares, until such Option has been exercised and such Shares issued to the Participant. |
ARTICLE XI
Administration
11.1. | (a) | General. The Plan shall be administered by the Salary and Benefits Committee of Selective Insurance Group, Inc. For any period during which no such committee is in existence, “Committee” shall mean the Board, and all authority and responsibility assigned to the Committee under the Plan shall be exercised, if at all, by the Board. | | 11.2. | | Committee. The Committee shall be vestedhave the authority in its sole discretion, subject to and not inconsistent with full and exclusive discretionary authoritythe express provisions of the Plan, to administer the Plan and to construe, interpretexercise all the powers and apply its terms,authorities either specifically granted to determine eligibility to participateit under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to: (i) grant Awards; (ii) determine the persons to adjudicatewhom and the time or times at which Awards shall be granted; (iii) determine the type and number of Awards to be granted, the number of shares of Company Stock or cash or other property to which an Award may relate and the terms, conditions, restrictions and performance criteria relating to any Award; (iv) determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, exchanged, or surrendered; (v) construe and interpret the Plan and any Award; (vi) prescribe, amend and rescind rules and regulations relating to the Plan; (vii) determine the terms and provisions of Agreements; and (viii) make all disputed claims madeother determinations deemed necessary or advisable for the administration of the Plan. The Committee may, in its sole and absolute discretion, without amendment to the Plan: (A) accelerate the date on which any Option or Stock Appreciation Right becomes exercisable; (B) waive or amend the operation of Plan provisions respecting exercise after termination of employment (provided that the term of an Option or Stock Appreciation Right may not be extended beyond ten years from the date of grant); (C) accelerate the vesting date, or waive any condition imposed hereunder, with respect to any Award of Restricted Stock, Restricted Stock Units, Stock Grant or Other Award; and (D) otherwise adjust any of the Plan andterms applicable to adoptany such rules and regulations as it deems necessary to administerAward in a manner consistent with the terms of the Plan. Without limiting the generality of the foregoing, the Committee may, at any time, change the timing of an Offering Period, limit the frequency and/or number of changes in the amount withheld during an Offering Period, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed |
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| (b) | payroll deduction authorizations, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for each Participant properly correspond with amounts withheld from the Participant’s Base Pay, and establish such other limitations or procedures as the Committee determines in its sole discretion advisable which are consistent with the Plan. | | 11.3. | | Any determination, decision, or actionIndemnification. No member of the Committee with respect to the construction, interpretation, administration, or application(or a delegate of the Plan,Committee), and no officer of the Company, shall be liable for any Option agreement entered into pursuantaction taken or omitted to the Planbe taken by such individual or by any other formsmember of the Committee or procedures usedofficer of the Company in connection with or relating to the Plan shall be final, conclusive, and binding on all persons having or claiming any interestperformance of duties under this Plan. | | 11.4. | | ThePlan, except for such individual’s own willful misconduct or as expressly provided by law (the “Administrative Actions”). Further, the Committee may, at any time and in its sole discretion by action in writing, delegate to any individual, committee or entity any of its powers and responsibilities under the Plan. Without limiting the generality(and all delegates of the foregoing, the Committee may appoint an employee or employees of the Company and delegate to such employee(s) its authority to administer the day-to-day operations of the Plan. | | 11.5. | | InCommittee), in addition to such other rights of indemnification as they may have as directors, officers, employees or members of the Committee, the membersBoard or officers of the Committee shall be indemnified by Selective against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense ofCompany or an Affiliate, any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted thereunder, and against all amounts paid by them, or any of them, in settlement thereof (provided such settlement is approved by independent legal counsel selected by Selective) or in satisfaction of a judgment in any such action, suit or proceeding, except in relation to mattersindividual serving as to which it shall be adjudged in such action, suit or proceeding that such Committee member is liable for negligence or misconduct in the performance of his duties; provided, that within 60 days after institution of any such action, suit or proceeding a Committee member shall in writing offer the Company the opportunity, at its own expenses, to handlebe indemnified and defend the same.held |
ARTICLE XII
Amendment
harmless by the Company to the fullest extent allowed by law against all costs and Terminationexpenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any Administrative Action. The persons who shall be eligible to receive Awards pursuant to the Plan shall be such employees of the Company or any Affiliate (including officers of the Company or any Affiliate, whether or not they are directors of the Company or any Affiliate), Non-Employee Directors, and Consultants, in each case as the Committee shall select from time to time. The grant of an Award hereunder to any employee, Non-Employee Director or Consultant shall impose no obligation on the Company or any Affiliate to continue the employment or services of a Participant and shall not lessen or affect the Company’s or such Affiliate’s right to terminate the employment or services of such Participant. No Participant or other person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards, or of multiple Awards granted to a Participant. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated). Notwithstanding any provision of the Plan, no Award may be granted if it would be subject to, but fail to comply with, the requirements set forth in Section 409A of the Code and any regulations or guidance promulgated thereunder.
12.1.6. | | The Board may amendAwards Under the Plan at any time in such respects as it shall deem advisable; provided, however, that stockholder approval will be required for any amendment that will increase the total number of Shares as to which Options may be granted under the Plan or for any amendment which, without such stockholder approval, would cause this Plan to fail to continue to qualify as an “employee stock purchase plan” under Section 423 of the Code. | | 12.2 | | The Board may suspend or terminate this Plan at any time. Upon a suspension or termination of the Plan while an Offering Period is in progress, the Committee shall either shorten such Offering Period by setting a new Exercise Date before the date of such suspension or termination of the Plan, or shall refund to each Participant the balance, if any, of each Participant’s Account, without interest. | | 12.3 | | Without stockholder consent and without regard to whether any Participant rights may be considered to have been adversely affected, the Committee, as administrator of the Plan, shall be entitled to make changes to the Offering Periods and other terms of participation in the Plan permitted by Article 11, including, without limitation, Section 11.2.Plan; Agreement. |
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ARTICLE XIII
NontransferabilityThe Committee may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Grants and Other Awards in such amounts and with such terms and conditions as the Committee shall determine, subject to the provisions of the Plan. Each Award granted under the Plan (except unconditional Stock Grants or Stock Grants issued pursuant to the terms of the Directors’ Plan) shall be evidenced by an Agreement which shall contain such provisions as the Committee may in its sole discretion deem necessary or desirable and which are not in conflict with the terms of the Plan. By accepting an Award, a Participant shall be deemed to agree that the Award shall be subject to all of the terms and provisions of the Plan and the applicable Agreement.
The following provisions govern Options. | Neither(a) | Identification of Options. Each Option shall be clearly identified in the Options, the payroll deductions credited to a Participant’s Account, nor any rights with regard to the exercise ofapplicable Agreement as either an Incentive Stock Option or the receipt of Shares under the Plan maya Nonqualified Stock Option. All Options shall be assigned, transferred, pledged, or otherwise disposed of in any way by a Participant, other thannon-transferable, except by will or the laws of descent and distribution or distribution, and any such attempted assignment, transfer, pledge, or other disposition shall be null and void and without effect, but Selective may treat such actexcept as an election to withdraw from the Plan in accordance with Article IX. No Option may be exercised during a Participant’s lifetime by any person other than the Participant. | | 13.2. | | Unless otherwise determined by the Committee Sharesas provided by Section 21(c) hereof with respect to a Nonqualified Stock Option. |
| (b) | Exercise Price. Each Agreement with respect to an Option shall set forth the amount per share (the “option exercise price”) payable by the Participant to the Company upon exercise of the Option; provided, however, in no event shall the option exercise price be less than the Fair Market Value of a share of Company Stock as of the date of grant of such Option. |
| (c) | Term and Exercise of Options. |
| (i) | Each Option shall become exercisable at the time determined by the Committee and set forth in the applicable Agreement. At the time of grant of an Option, the Committee may impose such restrictions or conditions to the exercisability of the Option as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of one or more Performance Goals. Subject to Section 7(d) hereof, the Committee shall determine the expiration date of each Option, which shall be no later than the tenth anniversary of the date of grant of the Option. |
| (ii) | An Option shall be exercised by delivering the form of notice of exercise provided by the Company. Payment for shares of Company Stock purchased upon the exercise of an Option shall be made on the effective date of such exercise by one or a combination of the following means: (A) in cash or by personal check, certified check, bank cashier’s check or wire transfer; (B) in shares of Company Stock owned by the Participant for at least six months prior to the date of exercise; (C) by broker assisted cashless exercise; (D) with the approval of the Committee, by “net exercise,” meaning that upon the exercise of an Option or any portion thereof, the Company shall deliver the greatest number of whole shares of Company Stock having a Fair Market Value on the date of exercise not in excess of the difference between: (x) the aggregate Fair Market Value of the shares of Company Stock subject to the Option (or the portion of such Option then being exercised); and (y) the aggregate exercise price for all such shares of Company Stock under the PlanOption (or the portion thereof then being exercised) plus (to the extent it would not give rise to adverse accounting consequences pursuant to applicable accounting principles) the amount of withholding tax due upon exercise, with any fractional share that would result from such equation to be payable in cash, to the extent practicable, or cancelled; or (E) by any such other methods as the Committee may from time to time authorize; provided, however, that in the case of a Participant who is subject to Section 16 of the Exchange Act, the method of making such payment shall be registered onlyin compliance with applicable law. Any payment in shares of Company Stock shall be effected by the delivery of such shares to, and in a form approved by, the Secretary of the Company or his or her designee (including by way of electronic delivery), accompanied by any other documents and evidences as the Secretary of the Company or his or her designee shall require. |
| (iii) | Shares of Company Stock purchased upon the exercise of an Option shall be issued in book entry form in the name of or for the account of the Participant or other person entitled to receive such shares and shall be entered on the books of the Company’s transfer agent in the name of the Participant or such other person (unless otherwise determined by the Committee), as soon as practicable following the effective date on which the Option is exercised. |
| (d) | Provisions Relating to Incentive Stock Options. Incentive Stock Options may only be granted to employees of the Company and its Affiliates, in accordance with the provisions of Section 422 of the Code. The option exercise price for each Incentive Stock Option shall be equal to or greater than the Fair Market Value of a share of Company Stock on the date of grant. To the extent that the aggregate Fair Market Value of shares of Company Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year under the Plan and any other stock option plan of the Company or a Subsidiary shall exceed $100,000, such Options shall be treated as Nonqualified Stock Options. For purposes of this Section 7(d), Fair Market Value shall be determined as of the date on which each such Incentive Stock Option is granted. No Incentive Stock Option may be granted to an individual if, at the time of the proposed grant, such individual owns (or is deemed to own under the Code) stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company unless: (A) the exercise price of such Incentive Stock Option is at least 110% of the Fair Market Value of a share of Company Stock at the time such Incentive Stock Option is granted; and (B) such Incentive Stock Option is not exercisable after the expiration of five years from the date such Incentive Stock Option is granted. |
| (e) | Effect of Termination of Employment (or Provision of Services). Unless otherwise provided by the Committee, in the event that the employment of a Participant with the Company and its Affiliates (or the Participant’s service to the Company and its Affiliates) shall terminate for any reason other than Cause, death or disability, then: (i) each Option granted to such Participant, so indicatesto the extent that it is exercisable at the time of such termination, shall remain exercisable for: (x) in the case of Incentive Stock Options, the 90 day period following such termination, but in no event following the expiration of its term; and (y) in the case of Nonqualified Stock Options, the one year period following such termination, but in no event following the expiration of its term; and (ii) each Option that remains unexercisable as of the date of such a termination shall be terminated at the time of such termination. Unless otherwise provided by the Committee, in the event that the employment of a Participant with the Company and its Affiliates (or the Participant’s service to the Company and its Affiliates) shall terminate on his payroll deduction authorization form,account of the death or disability of the Participant, except as otherwise determined by the Committee, all Options held by the Participant immediately prior to the Participant’s death or disability, as the case may be, to the extent then exercisable, may be exercised by the Participant or by the Participant’s legal representative, executor, administrator or transferee by will or the laws of descent and |
distribution, at any time within the one year period ending on the first anniversary of the Participant’s death or disability, and shall thereupon terminate. In no event, however, shall an Option remain exercisable following the expiration of its term. In the event that the employment of a Participant with the Company and its Affiliates (or the Participant’s service to the Company and its Affiliates) shall terminate on account of Cause, each Option that is outstanding as of the date of such termination, whether or not then exercisable, shall be terminated at the time of such termination. 8. | Stock Appreciation Rights. |
| (a) | General. A Stock Appreciation Right may be granted in his name jointlyconnection with an Option, either at the time of grant or, with respect to a memberNonqualified Stock Option, at any time thereafter during the term of his family,the Option, or may be granted unrelated to an Option. At the time of grant of a Stock Appreciation Right, the Committee may impose such restrictions or conditions to the exercisability of the Stock Appreciation Right as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance goals based on one or more Performance Goals. The term of a Stock Appreciation Right granted without relationship to an Option shall not exceed ten years from the date of grant. |
| (b) | Surrender of Option. A Stock Appreciation Right related to an Option shall require the holder, upon exercise, to surrender such Option with rightrespect to the number of survivorship.shares as to which such Stock Appreciation Right is exercised, in order to receive payment of any amount computed pursuant to Section 8(d). Such Option will, to the extent surrendered, then cease to be exercisable. |
| (c) | Timing and Transferability. Subject to Section 8(g) and to such rules and restrictions as the Committee may impose, a Stock Appreciation Right granted in connection with an Option will be exercisable at such time or times, and only to the extent, that a related Option is exercisable, and will not be transferable except to the extent that such related Option may be transferable. |
| (d) | Exercise of Stock Appreciation Rights Related to Options. Upon the exercise of a Stock Appreciation Right related to an Option, the holder will be entitled to receive payment of an amount determined by multiplying: |
| (i) | the excess of the Fair Market Value of a share of Company Stock on the date of exercise of such Stock Appreciation Right over the option exercise price specified in the related Option; by |
| (ii) | the number of shares as to which such Stock Appreciation Right is exercised. |
The payment upon exercise of a Stock Appreciation Right granted with a relationship to an Option shall be made in shares of Company Stock which have an aggregate Fair Market Value (as of the date of exercise of the Stock Appreciation Right) equal to the amount of the payment as set forth in such Agreement or, only if and to the extent set out in the Agreement for the Award, in cash. | (e) | Exercise of Stock Appreciation Rights Not Related to Options. A Stock Appreciation Right granted without relationship to an Option will entitle the holder, upon exercise of the Stock Appreciation Right, to receive payment of an amount determined by multiplying: |
| (i) | the excess of: (A) the Fair Market Value of a share of Company Stock on the date of exercise of such Stock Appreciation Right; over (B) the greater of the Fair Market Value of a share of Company Stock on the date the Stock Appreciation Right was granted or such greater amount as may be set forth in the applicable Agreement; by |
| (ii) | the number of shares as to which such Stock Appreciation Right is exercised. |
The payment upon exercise of a Stock Appreciation Right granted without a relationship to an Option shall be made in shares of Company Stock which have an aggregate Fair Market Value (as of the date of exercise of the Stock Appreciation Right) equal to the amount of the payment as set forth in such Agreement or, only if and to the extent set out in the Agreement for the Award, in cash. | (f) | Limitations on Amounts Payable. Notwithstanding subsections (d) and (e) above, the Committee may place a limitation on the amount payable upon exercise of a Stock Appreciation Right. Any such limitation must be determined as of the date of grant and noted in the applicable Agreement. |
| (g) | Effect of Termination of Employment (or Provision of Services). Unless otherwise provided by the Committee, in the event that the employment of a Participant with the Company and its Affiliates (or the Participant’s service to the Company and its Affiliates) shall terminate for any reason other than Cause, death or disability, then: (i) each Stock Appreciation Right granted to such Participant, to the extent that it is exercisable at the time of such termination, shall remain exercisable for the one year period following such termination, but in no event following the expiration of its term; and (ii) each Stock Appreciation Right that remains unexercisable as of the date of such a termination shall be terminated at the time of such termination. In the event that the employment of a Participant with the Company and its Affiliates (or the Participant’s service to the Company and its Affiliates) shall terminate on account of the death or disability of the Participant, except as otherwise determined by the Committee, all Stock Appreciation Rights held by the Participant immediately prior to the Participant’s death or disability, as the case may be, to the extent then exercisable, may be exercised by the Participant or by the Participant’s legal representative, executor, administrator or transferee by will or the laws of descent and distribution, at any time within the one year period ending on the first anniversary of the Participant’s |
death or disability, and shall thereupon terminate. In no event, however, shall a Stock Appreciation Right remain exercisable following the expiration of its term. In the event that the employment of a Participant with the Company and its Affiliates (or the Participant’s service to the Company and its Affiliates) shall terminate on account of Cause, each Stock Appreciation Right that is outstanding as of the date of such termination, whether or not then exercisable, shall be terminated at the time of such termination. | (a) | Price. At the time of the grant of shares of Restricted Stock, the Committee shall determine the price, if any, to be paid by the Participant for each share of Restricted Stock subject to the Award. |
| (b) | Vesting Date. At the time of the grant of shares of Restricted Stock, the Committee shall establish a vesting date or vesting dates with respect to such shares. The Committee may divide such shares into classes and assign a different vesting date for each class. Provided that all conditions to the vesting of a share of Restricted Stock are satisfied, and subject to Section 9(h), upon the occurrence of the vesting date with respect to a share of Restricted Stock, such share shall vest and the restrictions of Section 9(d) shall lapse. |
| (c) | Conditions to Vesting. At the time of the grant of shares of Restricted Stock, the Committee may impose such restrictions or conditions to the vesting of such shares as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance goals based on one or more Performance Goals. The Committee may also provide that the vesting or forfeiture of shares of Restricted Stock may be based upon the achievement of, or failure to achieve, certain levels of performance and may provide for partial vesting of Restricted Stock in the event that the maximum level of performance is not met if the minimum level of performance has been equaled or exceeded. |
| (d) | Restrictions on Transfer Prior to Vesting. Prior to the vesting of a share of Restricted Stock, such Restricted Stock may not be transferred, assigned or otherwise disposed of, and no transfer of a Participant’s rights with respect to such Restricted Stock, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted. Immediately upon any attempt to transfer such rights, such shares, and all of the rights related thereto, shall be forfeited by the Participant. |
| (e) | Voting Rights; Dividends on Restricted Stock. Unless the Committee determines otherwise, a Participant who has been awarded shares of Restricted Stock shall be entitled to vote such shares. The Company shall pay to each Participant, in cash, any dividends paid on Restricted Stock awarded to such Participant. Such payment shall be made on the date that such dividend would be paid to the Company’s stockholders, generally; provided, however, that if the vesting of any shares of Restricted Stock awarded to a Participant is based on achievement of |
one or more Performance Goals, such dividends shall be accrued and shall be paid to the Participant only if and when such shares become vested. | (f) | Book Entry. Unless otherwise determined by the Committee, the shares of Company Stock underlying Restricted Stock awards shall be registered by the Company in book entry form, with such notation specifying that such shares are not transferable and are subject to the provisions of the Plan and the restrictions, terms and conditions set forth in the applicable Agreement as the Committee determines to be appropriate. The Committee may, upon such terms and conditions as it determines, provide that a resident ofcertificate or certificates representing the shares underlying a jurisdiction which does not recognize such a joint tenancy may have SharesRestricted Stock award shall be registered in the Participant’s name as tenant in common with a memberwhich shall: (i) bear an appropriate legend specifying that such shares are not transferable and are subject to the provisions of the Participant’s family, without right of survivorship. |
ARTICLE XIV
Use of Funds
14.1. | | All payroll deductions received orPlan and the restrictions, terms and conditions set forth in the applicable Agreement; and (ii) shall be held in escrow by the Company on behalf of the Participant until such shares become vested or are forfeited. |
| (g) | Consequences of Vesting. Upon the vesting of a share of Restricted Stock pursuant to the terms hereof, the restrictions of Section 9(d) shall lapse with respect to such share. Following the date on which a share of Restricted Stock vests, the Company shall cause to be entered on the books of the Company's transfer agent an entry reflecting the lapse of such restrictions with respect to such share of Restricted Stock vested in the name of the Participant. |
| (h) | Effect of Termination of Employment (or Provision of Services). Unless otherwise provided by the Committee, upon the termination of a Participant’s employment with the Company and its Affiliates for any reason other than death or disability, any and all shares to which restrictions on transferability apply shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company. In the event of a forfeiture of shares pursuant to this Section 9(h), the Company shall repay to the Participant (or the Participant’s estate) any amount paid by the Participant for such shares. In the event that the Company requires a return of shares, it shall also have the right to require the return of all dividends paid on such shares, whether by termination of any escrow arrangement under thiswhich such dividends are held or otherwise. In the event that the employment of a Participant with the Company and its Affiliates (or the Participant’s service to the Company and its Affiliates) shall terminate on account of the death or disability: |
| (i) | all shares of Company Stock subject to restrictions on transferability as set forth in Section 9(d), the vesting of which is not subject to the achievement of Performance Goals, shall no longer be subject to any restrictions on transferability; and |
| (ii) | all shares of Company Stock subject to restrictions on transferability, the vesting of which is subject to the achievement of Performance Goals, shall continue to be subject to such restrictions on transferability unless and until the conditions of vesting of such Company Stock contained in the |
applicable Participant Agreement are satisfied. Any and all shares which fail to become vested pursuant to the terms of the Participant Agreement evidencing the award of such Company Stock shall be forfeited by the Participant (or the Participant’s estate) and transferred to, and reacquired by, the Company as described in the first paragraph of Section 9(h) above. 10. | Restricted Stock Units. |
| (a) | Vesting Date. At the time of the grant of an Award of Restricted Stock Units, the Committee shall establish a vesting date or vesting dates with respect to such Restricted Stock Units. The Committee may divide such Restricted Stock Units into classes and assign a different vesting date for each class. Provided that all conditions to the vesting of a Restricted Stock Unit imposed pursuant to Section 10(d) are satisfied, and subject to Section 10(e), upon the occurrence of the vesting date with respect to a Restricted Stock Unit, such Unit shall vest. |
| (b) | Settlement of Awards. Following the vesting of a Participant’s Restricted Stock Units, the Participant shall be paid, at such time or times as shall be set forth in the Award Agreement, a number of shares of Company Stock equal to the number of the Restricted Stock Units, or, only if and to the extent set forth in the Award Agreement, the Fair Market Value of an equal number of shares of Company Stock in cash, or a combination thereof. |
| (c) | Dividend Equivalents. If so provided in the Award Agreement, following the vesting of a Restricted Stock Unit, the Participant shall also be entitled to dividend equivalents as follows: (i) an amount equal to the aggregate dividends paid with respect to a share of Company Stock during the period commencing on the date on which the Restricted Stock Unit was granted and terminating on the date on which the Participant is entitled to settlement of such Restricted Stock Unit; or (ii) the Fair Market Value of that number of shares of Company Stock that would have been payable had the aggregate dividends paid with respect to a share of Company Stock during the period commencing on the date on which the Restricted Stock Unit was granted and terminating on the date on which the Participant is entitled to settlement of such Restricted Stock Unit been immediately reinvested in Company Stock on the dividend payment date. Any such dividend equivalents shall be payable either in cash or shares of Company Stock, with any fractional shares payable in cash, and at such time or times, as is provided in the applicable Agreement. |
| (d) | Conditions to Vesting. At the time of the grant of an Award of Restricted Stock Units, the Committee may impose such restrictions or conditions to the vesting of such Restricted Stock Units as it, in its absolute discretion, deems appropriate, including, but not limited to, achievement of performance goals based on one or more Performance Goals. |
| (e) | Effect of Termination of Employment (or Provision of Services). All Restricted Stock Units held by a Participant which are not vested upon the termination of such Participant’s employment with the Company and its Affiliates (or upon |
cessation of such Participant’s services to the Company and its Affiliates) shall be forfeited to the Company unless otherwise provided by the Committee as set forth in the Agreement evidencing the grant of such Restricted Stock Units. Stock Grants may be awarded: (i) as, or in payment of, a bonus (including without limitation any compensation that is intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code), or to provide incentives or recognize special achievements or contributions; or (ii) as that portion of the annual retainer of any Non-Employee Director that is paid in shares of Company Stock pursuant to the Directors’ Plan. In the event that the Committee makes a Stock Grant to a Participant, the shares of Company Stock granted pursuant to such Stock Grant shall be issued in the form of book-entry shares in the name of the Participant as soon as reasonably practicable after the grant date. Other forms of Awards (“Other Awards”) valued in whole or in part by reference to, or otherwise based on, Company Stock may be granted either alone or in addition to other Awards under the Plan. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine the persons to whom and the time or times at which such Other Awards shall be granted, the number of shares of Company Stock to be granted pursuant to such Other Awards, and the conditions to the vesting and/or payment of such Other Awards (which may include, but not be limited to, achievement of performance goals based on one or more Performance Goals) and all other terms and conditions of such Other Awards, provided, however, that to the extent the Committee determines that an Other Award is subject to Section 409A of the Code, the terms and conditions of such Other Award must comply with the applicable provisions of such section. 13. | Special Provisions Regarding Certain Awards. |
The Committee may make Awards hereunder to Covered Employees (or to individuals whom the Committee believes may become Covered Employees) that are intended to qualify as performance-based compensation under Section 162(m) of the Code. The exercisability and/or payment of such Awards may be subject to the achievement of one or more Performance Goals and to certification of such achievement in writing by the Committee. Such Performance Goals shall be established in writing by the Committee not later than the time period prescribed under Section 162(m) and the regulations thereunder. All provisions of such Awards which are intended to qualify as performance-based compensation shall be construed in a manner to so comply. Notwithstanding any other provisions of the Plan, if a Change of Control occurs, then: | (a) | the Participant’s Restricted Stock that was forfeitable shall thereupon become nonforfeitable; |
| (b) | any unexercised Option or Stock Appreciation Right, whether or not exercisable on the date of such Change of Control, shall thereupon be fully exercisable and may be used byexercised, in whole or in part; and |
| (c) | any other Award granted pursuant to the Company for any corporate purpose,Plan, to the extent not previously vested, shall thereupon become fully vested. |
15. | Rights as a Stockholder. |
Except as specifically provided by the Plan or an Agreement, no person shall have any rights as a stockholder with respect to any shares of Company Stock covered by or relating to any Award until the date on which the Company shall cause to be entered on the books of the Company’s transfer agent an entry recording the name of the person to whom such shares were granted and the number of shares of Company Stock granted. Except for adjustments provided in Section 3(c) or as otherwise specifically provided by the Plan or an Agreement, no adjustment to any Award shall be made for dividends or other rights for which the record date occurs prior to the effective date of such book entry.
16. | No Employment Rights; No Right to Award. |
Nothing contained in the Plan or any Agreement shall confer upon any Participant any right with respect to the continuation of employment by or provision of services to the Company and its Affiliates or interfere in any way with the right of the Company and its Affiliates, subject to the terms of any separate agreement to the contrary, at any time to terminate such employment or service or to increase or decrease the compensation of the Participant. No person shall have any claim or right to receive an Award hereunder. The Committee’s granting of an Award to a Participant at any time shall neither require the Committee to grant any other Award to such Participant or other person at any time nor preclude the Committee from making subsequent grants to such Participant or any other person.
| (a) | Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause its transfer agent to enter in its records the transfer of shares of Company Stock to any person or to be issued or delivered any certificates evidencing shares of Company Stock pursuant to the Plan unless and shall not, segregate such payroll deductions. On each Exercise Date, sufficient funds to acquire the number of Shares being purchased by the Participants employed by each Company shall be transferred to Selective byuntil the Company is advised by its counsel (which may be the Company’s in-house counsel) that such book entry or such issuance and delivery of certificates is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which employsshares of Company Stock are traded. The Committee may require, as a condition of such Participants.book entry or issuance and delivery of certificates evidencing shares of Company Stock pursuant to the terms hereof, that the recipient of such shares make such agreements and representations, and that such book entry contain such notations or that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or advisable. |
ARTICLE XV
Adjustments upon Changes in Capitalization, Acquisitions, Etc.
15.1. | | Subject to any required action by the stockholders of Selective, the number of Shares covered by each Option under the Plan which has not yet been exercised and the number of Shares which have been authorized for issuance under the Plan but have not yet been placed under Option (collectively, the “Reserves”), as well as the maximum number of Shares which may be purchased by a Participant in an Offering Period, the number of Shares set forth in Sections 7.4 and 10.1 above, and the price per Share covered by each Option which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of the issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Shares (including any such change in the number of Shares effected in connection with a change in domicile of Selective), or any other increase or decrease in the number of Shares effected without receipt of consideration by Selective; provided however,that conversion of any convertible securities of Selective shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. | | 15.2. | | In the event of a dissolution or liquidation of Selective, the Plan and the Offering Period then in progress will terminate immediately prior to the consummation of such action. Unless otherwise provided by the Committee, any outstanding Option granted with respect to the Offering Period then in progress will terminate immediately prior to the consummation of such action, and the entire amount credited to each Participant’s Account will be paid to him or her in cash without interest. | | 15.3. | | In the event of an Acquisition, each Option outstanding under the Plan shall be assumed or an equivalent option shall be substituted by the successor corporation or a Parent or Subsidiary of such successor corporation. In the event that the successor corporation or |
| | Parent or Subsidiary of such successor corporation refuses to assume or substitute for outstanding Options, then the Committee shall provide for either (i) or (ii) below to occur: |
| (i) | (b) | The Offering Period then in progresstransfer of any shares of Company Stock hereunder shall be shortened and a new Exercise Date shall be set with respect to such Offering (the “New Exercise Date”), as of which date the Offering Period then in progress will terminate. The New Exercise Date shall be on or before the date of consummation of the transaction and the Committee shall notify each Participant in writing, at least ten (10) days prior to the New Exercise Date, that the Exercise Date for his Option has been changed to the New Exercise Date and that his Option will be exercised automatically on the New Exercise Date, unless prior to such date he has withdrawn from the Plan with respect to such Offering Period as provided in Article IX. | | | (ii) | | The Offering Period then in progress will terminate immediately prior to the consummation of the Acquisition, any outstanding Option granted with respect to the Offering Period then in progress will terminate, and the entire amount credited to each Participant’s Account will be paid to him or her in cash without interest. |
| | For purposes of this Article XV, an Option granted under the Plan shall be deemed to be assumed, without limitation, if, at the time of issuance of the stock or other consideration upon an Acquisition, each holder of an Option would be entitled to receive upon exercise of the Option the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to the transaction, the holder of the number of Shares covered by the Optioneffective only at such time (after giving effect to any adjustments in the number of Shares covered by the Option as provided for in this Article XV); provided, however,that if the consideration received in the transaction is not solely common stock of the successor corporation or its Parent, the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon exercise of the Option to be solely common stock of the successor corporation or its Parent equal in Fair Market Valuecounsel to the per Share consideration received by holders of Shares inCompany (which may be the transaction. | | 15.4. | | The CommitteeCompany’s in-house counsel) shall make an appropriate and proportionate adjustment, ashave determined in the exercise of its sole discretion, to the Reserves, as well as the price per Share and the kind of shares covered by each outstanding Option, in the event that Selective effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of Shares, and in the event of a merger or other consolidation of Selective with or into any other corporation. |
ARTICLE XVI
Registration and Qualification of Shares
16.1. | | Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall complyshares is in compliance with all applicable provisionslaws, regulations of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, applicable state securities lawsgovernmental authority and the requirements of any stocksecurities exchange uponon which shares of Company Stock are traded. The Committee may, in its sole discretion, defer the Shares may theneffectiveness of any transfer of shares of Company Stock hereunder in order to allow the issuance of such shares to be listed, andmade pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall be further subjectinform the Participant in writing of its decision to defer the approvaleffectiveness of counsel fora transfer. During the Companyperiod of such deferral in connection with respect to such compliance. | | 16.2. | | As a condition to the exercise of an Option, the CommitteeParticipant may, requireby written notice, withdraw such exercise and obtain the person exercising such Option to represent and warrant at the timerefund of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinionamount paid with respect thereto. |
Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. Whenever shares of Company Stock are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. With the approval of the Committee, a Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery shares of Company Stock having a Fair Market Value equal to the minimum statutory amount of tax required to be withheld, as determined by the Committee. Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to an Award.
19. | Notification of counsel for the Committee, such a representation is required by anyElection Under Section 83(b) of the aforementioned applicable provisions of law.Code. |
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ARTICLE XVII
DesignationIf any Participant shall, in connection with the acquisition of Beneficiaryshares of Company Stock under the Plan, make the election permitted under Section 83(b) of the Code, such Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service.
17.1.20. | Amendment or Termination of the Plan. | A Participant |
The Board may, at any time, suspend or terminate the Plan or revise or amend it in any respect whatsoever; provided, however, that stockholder approval shall be required for any such amendment if and to the extent such approval is required in order to comply with applicable law (including, but not limited to, the incentive stock options regulations and any amendments thereto) or stock exchange listing requirements. Nothing herein shall restrict the Committee’s ability to exercise its discretionary authority pursuant to Sections 3 and 4, which discretion may be exercised without amendment to the Plan. Except as described in Section 31 of this Plan, no action hereunder may, without the consent of a Participant, reduce the Participant’s rights under any outstanding Award. In addition, the Board shall not, without the prior approval of the Company’s stockholders, amend any Award outstanding under the Plan to reduce the exercise price of such Award (other than equitable adjustments made in accordance with Section 3(c) hereof); nor shall the Board, without the prior approval of the Company’s stockholders, cancel any Award outstanding under the Plan and then subsequently regrant to the Participant the same Award with a lower exercise price.
21. | Nontransferability of Awards. |
| (a) | Except as provided below, each Award, and each right under any Award, shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s guardian or legal representative. |
| (b) | Except as provided below, no Award, and no right under any Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. |
| (c) | To the extent and in the manner permitted by the Committee, file a written designation of a beneficiary who isand subject to receive any Shares and cash, if any, from the participant’s Account under the Plan in the event of such Participant’s death subsequent to the end of an Offering Period but prior to delivery to him of such Shares and cash. Any such beneficiary shall also be entitled to receive any cash from the Participant’s Account under the Plan in the event of such Participant’s death during an Offering Period. | | 17.2. | | Such designation of beneficiaryterms, conditions, restrictions or limitations that may be changedprescribed by the Committee, a Participant at any time by written notice to the Committee. In the eventmay transfer an Award (other than an Incentive Stock Option) to: (i) a spouse, sibling, parent, stepparent, child, stepchild, grandchild, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships (any of which, an “Immediate Family Member”) of the deathParticipant; (ii) a trust, the primary beneficiaries of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Committee shall deliver such Shares and/or cash to the executor or administrator of the estatewhich consist exclusively of the Participant or if no such executor or administrator has been appointed (to the knowledgeImmediate Family Members of the Committee),Participant; or (iii) a corporation, partnership or similar entity, the Committee, in its discretion, may deliver such Shares and/or cash to the spouse or to any one or more dependents or relativesowners of which consist exclusively of the Participant or if no spouse, dependent or relative is known toImmediate Family Members of the Committee, then to such other person as the Committee may designate.Participant. |
ARTICLE XVIII
Miscellaneous
18.1.22. | Leaves of Absence. |
In the case of any Participant on an approved leave of absence, the Committee may make such provisions respecting the continuance of Awards while such Participant is in the employ or service of the Company as it may deem equitable, except that in no event may any Option or Stock Appreciation Right be exercised after the expiration of its term. 23. | If a Expenses and Receipts. |
The expenses of the Plan shall be paid by the Company. Any proceeds received by the Company in connection with any Award may be used for general corporate purposes. 24. | Effective Date and Term of Plan. |
The Plan was approved by the stockholders of the Company on April 27, 2005. The Plan, As Amended and Restated Effective as of May 1, 2010 (the “Restated Plan”), shall be subject to the requisite approval of the stockholders of the Company. In the absence of such approval, any Awards granted on or after May 1, 2010 with respect to the additional shares reserved for issuance under the Restated Plan shall be null and void. Unless earlier terminated by the Board, the right to grant Awards under the Plan shall terminate on the tenth anniversary of the Effective Date. Awards outstanding at Plan termination shall remain in effect according to their terms and the provisions of the Plan.
Except to the extent preempted by any applicable federal law, the Plan shall be construed and administered in accordance with the laws of the State of New Jersey without reference to its principles of conflicts of law.
26. | Participant disposesRights. |
No Participant shall have any claim to be granted any award under the Plan, and there is no obligation for uniformity of treatment for Participants.
27. | Unfunded Status of any Shares received by him pursuant to an Option within two (2) years after the Commencement Date or within one (1) year after the Exercise Date of the Offering Period to which such Option relates, the Participant shall notify Selective in writing within 30 days after the date of any such disposition, and shall provide such details of the disposition, including the date of the disposition, as the Committee may require.Awards. |
The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Agreement shall give any such Participant any rights that are greater than those of a general creditor of the Company.
| 18.2. | 28. | No provision of the Plan or transaction hereunder shall confer upon any Participant any right to be employed by the Company or any subsidiary or affiliate thereof, or to interfere in any way with the right of the Company to increase or decrease the amount of any compensation payable to such Participant. | | 18.3. | | Each Participant who purchases Shares under the Plan shall thereby be deemed to have agreed that the Company shall be entitled to withhold, from any other amounts that may be payable to the Participant at or around the time of the purchase, such federal, state, local and foreign income, employment and other taxes which may be required to be withheld under applicable laws. In lieu of such withholding, the Company may require the Participant to remit such taxes to the Company as a condition of the purchase. | | 18.4. | | In the event that any provision of the Plan shall be declared illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan but shall be fully severable, and the Plan shall be construed and enforced as if such illegal or invalid provision had never been a part of the Plan. | | 18.5. | | The validity, construction, and effect of the Plan shall be determined in accordance with the laws of the State of New Jersey, without giving effect to principles of conflicts of laws, to the extent not preempted by federal law. | | 18.6. | | Whenever used in the Plan, unless the context otherwise indicates, words in the masculine will be deemed to include the feminine, and the singular will be deemed to include the plural.Fractional Shares. |
No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan. The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.
A Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan. Notwithstanding anything to the contrary contained in the Plan or in any Agreement, to the extent that the Committee determines that the Plan or any Award is subject to Section 409A of the Code and fails to comply with the requirements of Section 409A of the Code, the Committee reserves the right to amend or terminate the Plan and/or amend, restructure, terminate or replace the Award in order to cause the Award to either not be subject to Section 409A of the Code or to comply with the applicable provisions of such section. Notwithstanding any provision of this Plan to the contrary, in no event shall the Company or any Affiliate be liable to a Participant on account of an Award’s failure to: (i) qualify for favorable U.S., State or other tax treatment; or (ii) avoid adverse tax treatment under U.S., State or other law, including, without limitation, Section 409A of the Code. Appendix D
SELECTIVE INSURANCE GROUP, INC.
As Amended and Restated as of May 1, 2010
The purpose of the Cash Incentive Plan of Selective Insurance Group, Inc. is to provide the Company with an effective vehicle to assist in attracting, retaining, and motivating its employees; to reinforce corporate, organizational and business development goals; and to promote year-to-year and long-range financial and other business objectives by rewarding the performance of officers and other employees in fulfilling their individual responsibilities for achieving these year-to-year and long-range objectives. The following terms, as used herein, shall have the following meanings: (a) “Award” shall mean an incentive compensation award granted pursuant to the Plan that is contingent upon the individual performance of a Participant and the attainment of Performance Goals with respect to a Performance Period. (b) “Board” shall mean the Board of Directors of Selective Insurance Group, Inc.. (c) “Code” shall mean the Internal Revenue Code of 1986, as amended. (d) “Committee” shall mean the Salary and Employee Benefits Committee of the Board. (e) “Company” shall mean Selective Insurance Group, Inc., a New Jersey corporation, and its subsidiaries. (f) “Covered Employee” shall have the meaning set forth in Section 162(m)(3) of the Code. (g) “Participant” shall mean an officer or other employee of the Company who is, pursuant to Section 4 of the Plan, selected to participate in the Plan. (h) “Performance Goals” means performance goals based on one or more of the following criteria: (i) return on total stockholder equity or operating return on total stockholder equity; (ii) earnings per share or book value per share of the Company's stock; (iii) net income (before or after taxes); (iv) earnings before all or any interest, taxes, depreciation and/or amortization; (v) return on assets, capital or investment; (vi) market share; (vii) cost reduction goals; (viii) earnings from continuing operations; (ix) levels of expense, costs or liabilities; (x) department, division or business unit level performance; (xi) operating profit; (xii) sales or revenues; (xiii) stock price appreciation; (xiv) total stockholder return; (xv) growth in net premiums written, including, without limitation, policy count; (xvi) combined ratios; (xvii) implementation or completion of critical projects or processes; (xviii) except in the case of a “Covered Employee,” any other performance criteria established by the Committee; or (xix) any combination of the foregoing. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company, or affiliate, or a division or strategic business unit of the Company or a combination thereof, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made, levels of performance at which specified payments will be made, and a maximum level of performance above which no additional payment will be made. To the extent possible, each of the foregoing Performance Goals shall be determined, as appropriate, in accordance with generally accepted accounting principles or statutory accounting principles and shall be subject to certification by the Committee; provided that the Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any affiliate or the financial statements of the Company or any affiliate, in response to changes in applicable laws or regulations, or to account for items of realized and unrealized gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. (i) “Performance Period” shall mean a period of time determined by the Committee that is no less than one year. (j) “Plan” shall mean this Selective Insurance Group, Inc. Cash Incentive Plan. The Plan shall be administered by the Committee. Subject to the provisions of the Plan, the Committee shall have the authority in its sole discretion, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Awards; to determine the persons to whom and the time or times at which Awards shall be granted; to determine the terms, conditions, restrictions and performance criteria, including Performance Goals and the length of the Performance Period relating to any Award; to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, or surrendered; to make adjustments in the Performance Goals in recognition of unusual or non-recurring events affecting the Company or the financial statements of the Company, or in response to changes in applicable laws, regulations, or accounting principles, or for any other reason; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of any Award; and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including the Company, the Participant (or any person claiming any rights under the Plan from or through any Participant) and any shareholder. 4. Eligibility. Awards may be granted to officers and other employees of the Company in the sole discretion of the Committee. In determining the persons to whom Awards shall be granted and the Performance Goals relating to each Award, the Committee shall take into account such factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan. 5. Terms of Awards. (a) Form of Award. Awards granted pursuant to the Plan shall be evidenced in such form as the Committee shall from time to time approve and the terms and conditions of such Awards shall be set forth therein. (b) Performance Goals. For each Performance Period, the Committee shall specify the Performance Goals applicable to each Award. Performance Goals may include a level of performance below which no payment shall be made and levels of performance at which specified percentages of the Award shall be paid. Award levels for any Performance Period may be expressed as a dollar amount or as a percentage of the Participant's annual base salary. (c) Payment of Awards. Unless otherwise determined by the Committee, all payments in respect of Awards granted under this Plan shall be made, in cash, as soon as practicable in the calendar year following the end of the calendar year during which the Performance Period concludes. Participants must be employed by the Company as of the payment date established for Awards relating to the Performance Period for which payment is to be made; provided that, if the Participant's employment is terminated prior to such payment date by reason of death, retirement on or after “Early Retirement Age” or “Normal Retirement Age,” as each is defined in the Retirement Income Plan For Selective Insurance Company of America, “Total Disability” as such is defined in the aforementioned Retirement Income Plan, or for any other reason with the express consent of the Committee, the Committee, in its sole discretion, may provide for an Award payment to the Participant or, if applicable, the Participant's designated beneficiary. (d) Limitations and Reductions. Notwithstanding anything to the contrary contained herein, in no event shall payments in respect of Awards be made in any Performance Period to a Participant in an amount that exceeds the product of (i) seven million five hundred thousand dollars ($7.5 million), multiplied by (ii) the number of full and partial years of the Performance Period. The Committee may reduce or eliminate any Award under the Plan, but in no event may the Committee increase the amount of an Award payable to a Covered Employee over such amount payable based on the objective criteria established at the outset of the fiscal year for which the Award is made. 6. General Provisions. (a) Compliance with Legal Requirements. The Plan and the granting and payment of Awards, and the other obligations of the Company under the Plan or other agreement made with respect to any Award shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required. (b) Nontransferability. Awards shall not be transferable by a Participant except by will or the laws of descent and distribution. (c) No Right To Continued Employment. Nothing in the Plan or in any Award granted or other agreement entered into pursuant hereto shall confer upon any Participant the right to continue in the employ of the Company or to be entitled to any remuneration or benefits not set forth in the Plan or other agreement or to interfere with or limit in any way the right of the Company to terminate such Participant’s employment. (d) Withholding Taxes. Where a Participant or other person is entitled to receive a cash payment pursuant to an Award hereunder, the Company shall have the right to withhold from such Award or require the Participant or such other person to pay to the Company the amount of any taxes that the Company may be required to withhold before delivery to such Participant or other person of such payment. (e) Amendment, Termination and Duration of the Plan. The Board or the Committee may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part; provided that, no amendment that requires shareholder approval in order for the Plan to continue to comply with Code Section 162(m) shall be effective unless the same shall be approved by the requisite vote of the shareholders of the Company. Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of any Participant, without such Participant’s consent, under any Award previously granted under the Plan. (f) Participant Rights. No Participant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment for Participants. (g) Unfunded Status of Awards. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company. (h) Governing Law. The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of New Jersey without giving effect to the conflict of laws principles thereof. (i) Effective Date. The Plan was originally effective as of April 1, 2005. This amended and restated Plan shall be effective as of May 1, 2010, subject to approval by the Company’s shareholders. (j) Beneficiary. A Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the grantee’s beneficiary. (k) Interpretation. The Plan is designed and intended to comply, to the extent applicable, with Section 162(m) of the Code, and all provisions hereof shall be construed in a manner to so comply. (l) Other Plans or Payments. Nothing in this Plan shall be construed (i) to limit the authority of the Committee, the Board, or the Company, to establish any other compensation plan, or (ii) to limit their authority to pay bonuses or other supplemental compensation to any persons employed by the Company, whether or not such person is a Participant in this Plan and regardless of how such compensation or bonus is determined. DIRECTIONS
Selective Insurance Group, Inc. Directions to Principal Offices
40 Wantage Avenue
Branchville, NJ 07890-1000
From East: Route I-80 West to Route 15 North to Route 206 North. Go about 2 miles from Route 15/Route 206 intersection, turn right at traffic light, then left on Route 630 (Broad Street). Turn right at Post Office onto Wantage Avenue (Route 519). 1st entrance on right —- Northeast Operations. 2nd entrance on right —- Corporate office/main reception area.
From West: Route I-80 East to Route 94 North to Route 206 North. Turn right at Branchville traffic light opposite “Our"Our Lady Queen of Peace”Peace" Catholic church, then left on Route 630 (Broad Street). Turn right at Post Office onto Wantage Avenue (Route 519). 1st entrance on right —- Northeast Operations. 2nd entrance on right —- Corporate office/main reception area. —or—- or -
Route I-78 East to Pa. Route 611 North to Route 94 North to Route 206 North. Turn right at Branchville traffic light opposite “Our"Our Lady Queen of Peace”Peace" Catholic church, then left on Route 630 (Broad Street). Turn right at Post Office onto Wantage Avenue (Route 519). 1st entrance on right —- Northeast Operations. 2nd entrance on right —- Corporate office/main reception area. —or—- or -
Route I-78 East to Route 31 North to Route 46 West to Route 94 North to Route 206 North. Turn right at Branchville traffic light opposite “Our"Our Lady Queen of Peace”Peace" Catholic church, then left on Route 630 (Broad Street). Turn right at Post Office onto Wantage Avenue (Route 519). 1st entrance on right —- Northeast Operations. 2nd entrance on right —- Corporate office/main reception area.
From North: Route I-84 (East or West) to PA Route 209 South to Route 206 South. Left at Branchville traffic light opposite “Our"Our Lady Queen of Peace”Peace" Catholic church, then turn left on Route 630 (Broad Street). Turn right at Post Office onto Wantage Avenue (Route 519). 1st entrance on right —- Northeast Operations. 2nd entrance on right —- Corporate office/main reception area.
From South: Route 206 North or Route I-80 West to Route 15 North to Route 206 North. Turn right at Branchville traffic light opposite “Our"Our Lady Queen of Peace”Peace" Catholic church, then left on Route 630 (Broad Street). Turn right at Post Office onto Wantage Avenue (Route 519). 1st entrance on right —- Northeast Operations. 2nd entrance on right —- Corporate office/main reception area.
SELECTIVE INSURANCE GROUP, INC.ANNUAL MEETING OF STOCKHOLDERSWednesday, April 29, 2009
3:00 p.m.
40 Wantage Avenue
Branchville, New Jersey 07890
| | | | | | | | | | | | Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, New Jersey 07890 | | proxy | | | | | | | This proxy is solicited by the Board of Directors of Selective Insurance Group, Inc. for use at the Annual Meeting of Stockholders to be held on April 29, 2009.
| | | | | | The undersigned, a stockholder of Selective Insurance Group, Inc. (the “Company”), hereby constitutes and appoints John C. Burville and Ronald L. O’Kelley and/or any one of them (with full power of substitution and the full power to act without the other), proxies to vote all the shares of the Common Stock of the Company, registered in the name of the undersigned, at the Annual Meeting of Stockholders of the Company to be held on Wednesday, April 29, 2009 at 3:00 p.m., in the auditorium at the headquarters of the Company at 40 Wantage Avenue, Branchville, New Jersey, and at any adjournment thereof. | | | | | | Specify your choices by marking the appropriate box (see reverse side), but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendations. The proxies cannot vote your shares unless you sign and return this proxy, submit a proxy by telephone or through the Internet, or attend the meeting and vote by ballot. |
Your vote is important. Please vote immediately.
See reverse for voting instructions.
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ADDRESS BLOCK
| | | | | | | COMPANY #
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Vote by Internet, Telephone, or Mail
24 Hours a Day, 7 Days a Week | | |
Your phone or Internet vote authorizes the named
proxies to vote your shares in the same manner as if you
marked, signed, and returned your proxy card. | | | | | | | | | | | |
INTERNET– www.eproxy.com/sigi
Use the Internet to vote your proxy until 12:00 p.m. (CT) on April 28, 2009. Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available and follow the instructions to obtain your records and create an electronic ballot. | | | | | | | | | | | |
PHONE–1-800-560-1965
Use a touch-tone telephone to vote your proxy until 12:00 p.m. (CT) on April 28, 2009. Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available and follow the instructions. | | | | | | | | | | | |
MAIL– Mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to Selective Insurance Group, Inc., c/o Shareowner ServicesSM, P.O. Box 64873, St. Paul, MN 55164-0873. | | | | | | | | | | | If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. |
TO CHANGE YOUR VOTE
You may revoke your proxy by giving proper written notice of revocation to the Corporate Secretary of the Company before your proxy is exercised. Any subsequent timely and valid vote, by any means, will change your prior vote. For example, if you voted by telephone, a subsequent Internet vote will change your vote. The last vote received before 12:00 noon (CT) on April 28, 2009, will be the one counted. You may also change your vote by voting in person at the Annual Meeting of Stockholders.
TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,
SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.
Please detach here | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors Recommends a Vote FOR Items 1, 2, 3, and 4.
| | | | | | | | | | | | | | | | | | | | |
1. | |
Election of three (3) Class II directors | |
01 A. David Brown | | o | |
Vote FOR | o | |
Vote WITHHELD | | | | | | | for a term expiring in 2012: | | 02 S. Griffin McClellan III | | | | all nominees | | | from all nominees | | | | | | | | | | 03 J. Brian Thebault | | | | (except as marked) | | | | | | | | | | | | | | | | | | | | | | | | | | (Instructions: To withhold authority to vote for any indicated nominee,
write the number(s) of the nominee(s) in the box provided to the right.) | | | | | | | 2. | | Approve the amended and restated Selective Insurance Group, Inc.
Employee Stock Purchase Plan (2009). | | o | | For | o | Against | | o Abstain | | | | | | | | | | | | | | | | | | | | | | | 3. | | Ratify the appointment of KPMG LLP as independent public accountants
for the fiscal year ending December 31, 2009. | | o | | For | o | Against | | o Abstain | | | | | | | | | | | | | | | | | | | | | | | 4. | | Stockholder proposal relating to the declassification of the Board of Directors. | | o | | For | o | Against | | o Abstain | | | | | | | | | | | | | | | | | | | | | | | THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL. | | | | | | | | | | | | Date | | | | | | | | | Address Change? Mark Box o Indicate changes below: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Signature(s) in BoxPlease sign exactly as your name(s) appears on the proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.
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