Exhibit 10-1
The Ohio Casualty Insurance Company
2005 Executive Officer Annual Incentive Program
Overview
The 2005 Executive Officer Annual Incentive Program ("Program") is designed to
give participants the opportunity to be eligible to receive a bonus based on
criteria defined in Exhibit 1.
Eligibility for Participation
To be a participant, the employee must satisfy the eligibility requirements
specified in Exhibit 1.
Eligibility for Bonus Payment
Unless otherwise provided in Exhibit 1, the following rules shall govern a
participant's ability to receive a bonus payment under the Program.
Participants must meet the eligibility criteria as of the 15th day of the
month to be considered eligible in that month. Bonuses for participants who
are eligible for a bonus will be prorated (as described below) based on the
months in which the participant is considered eligible.
If a participant retires, dies, or becomes Disabled (i.e., is eligible to
receive payments under The Ohio Casualty Insurance Company's Long Term
Disability Plan ("LTD Plan") at the end of the long term disability
elimination period, as determined under the LTD Plan) prior to the bonus
payment date, he/she will be eligible for a prorated bonus only if (i) he/she
met the eligibility criteria during any three-month period in 2005 (or full
bonus if he/she meets the eligibility criteria for all twelve months) and
(ii) to the extent the condition described in clause (i) is not inconsistent
with any applicable law, rule, or regulation.
Participants who have been placed on disciplinary probation within the
12-month period preceding the bonus payment date are not eligible for the
bonus.
If a participant is displaced out of an eligible position (as defined in
Exhibit 1) in 2005, he/she is eligible for a prorated bonus if the participant
is an employee on December 31, 2005 (or full bonus if he/she meets the
eligibility criteria for all twelve months).
If a participant demotes (not as a result of a displacement) out of an
eligible position in 2005, he/she is not eligible for the bonus. If a
participant demotes out of an eligible position after December 31, 2005 but
before the bonus payment date, he/she is eligible for a bonus.
Any bonus will be prorated for the period of time that a participant is on a
leave of absence in 2005 (except for any leave of absence covered under the
Family Medical Leave Act).
Participants must be in good standing at the time of payout to be eligible
for any bonus under this Program.
Participants must be employed at the time of payout to be eligible for any
bonus under this Program unless (i) the employee retires, dies, or becomes
Disabled prior to the bonus payment date and the employee met the eligibility
criteria during any three-month period in 2005, to the extent such three-month
condition is not inconsistent with any applicable law, rule, or regulation, or
(ii) the employee is displaced out of an eligible position prior to the bonus
payment date and was an employee on December 31, 2005.
Bonus Payments
The bonus amount will be calculated after all necessary data is available in
accordance with Exhibit 1. It is expected that the bonus will be paid in the
spring of 2006.
A participant's prorated bonus shall be determined by multiplying the bonus
amount by x/12, with x being the number of whole months in the year during
which the person was "eligible for the bonus." A person is considered
"eligible for the bonus" for each month in which he/she meets the eligibility
requirements as of the 15th day of the month.
If a participant dies prior to payment of the a bonus to which he/she is
eligible, any such bonus will be payable to the participant's estate.
Payment of a bonus to an employee on a leave of absence will not be made
until the employee returns from the leave of absence unless otherwise
provided under the Program.
The bonus payments will be considered a part of Final Average Compensation
(as defined in The Ohio Casualty Insurance Company Employees Retirement Plan)
if paid to the employee prior to his/her termination date.
The bonus payment will be included in a participant's Compensation (as
defined in The Ohio Casualty Insurance Company Employee Savings Plan ("ESP"))
if paid to the employee before his/her termination date to the extent permitted
under the ESP. If the employee is contributing to the ESP at the time a bonus
is paid and such bonus is included in his/her Compensation for such purposes
of the ESP, contributions to the ESP will be deducted from any amount payable
to the employee under this Program.
The Ohio Casualty Insurance Company ("OC") shall deduct from any amount
payable to the employee under this Program any taxes required to be withheld
under federal, state and local law.
Notwithstanding anything in this Program or Exhibit 1 to the contrary, but
subject to the terms of a written Change in Control Agreement and the sixth
paragraph under the Miscellaneous section of this document, the Executive
Compensation Committee of the Board of Directors of Ohio Casualty Corporation
(the "Compensation Committee") shall have the discretion to alter the amount,
timing or form of payment of any bonus amount for any participant(s) under
this Program in accordance with the guidelines established by the Compensation
Committee for such purpose.
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Confidential Information
At all times during employment with OC or any of its subsidiaries and
thereafter, employees shall not disclose, divulge, use or publish any
Confidential Information (as defined below) except in connection with the
employee's job responsibilities for OC or its subsidiaries or with the written
permission by an authorized senior officer of The Ohio Casualty Insurance
Company. For purposes of this section, Confidential Information means any and
all confidential and/or proprietary information, data or knowledge of the Ohio
Casualty Corporation ("OCC") or any of its subsidiaries including but not
limited to (i) information regarding research, development, new products,
marketing and selling strategies, operating plans and procedures, reinsurance,
policyholders and agents, (ii) information regarding business plans and
strategies, budgets, litigation and governmental proceedings, prices, costs
and expenses and premium data, (iii) skills and compensation of other
employees, and (iv) trade secrets, ideas, processes, source and object codes,
data, computer programs and software, and other intellectual property.
Confidential Information does not include information that is or becomes
generally available to the public other than as a result of a disclosure by
an employee in violation of this Program.
When an employee leaves the employ of OC (or at OC's earlier request), he or
she will deliver to OC any and all computer disks and tapes, notes, memoranda
and other documents, together with all copies thereof, and any other material
containing or disclosing any Confidential Information.
Breach of this section will result in appropriate disciplinary action by OC
up to and including termination of employment. OCC and OC shall have the
right to enforce this section by injunction, specific performance or other
equitable relief, without bond and without prejudice to any other rights and
remedies that OCC or OC may have for breach of this provision.
Miscellaneous
Full power and authority to construe, interpret and administer this Program,
including determining the eligibility and the amount of any bonus payments
hereunder will be vested in the Compensation Committee. The Compensation
Committee shall have the sole and exclusive discretion in making any and all
decisions regarding the Program's operation and such decisions shall be final
and binding upon all interested parties. In no circumstances may the Program
be construed or interpreted as guaranteeing bonus payments being made to any
eligible employee or be treated as creating any rights to bonus payments in
this Program with respect to any eligible employee.
Since no employee has a guaranteed right to any bonus amount under this
Program, any attempt by such an employee to sell, transfer, assign, pledge, or
otherwise encumber any anticipated bonus amount shall be void and neither OCC
nor any of its subsidiaries shall be liable in any manner for, or subject to,
the debts, contracts, liabilities, engagements or torts of any such employee
who might anticipate a bonus under this Program.
Nothing in this Program shall confer upon any employee any right to continue
in the employment of OC or any subsidiary or limit in any way the right of OC
or any subsidiary to terminate the employment of the employee at any time.
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This Program shall at all times be entirely unfunded, and no provision shall
at any time be made with respect to segregating assets of OCC or any of its
subsidiaries for payment of any bonus amount under this Program. No employee
or any other person shall have any interest in any particular assets of OCC or
any of its subsidiaries by reason of the right to receive a bonus payment
under this Program and any such employee or any such other person shall have
only the rights of a general unsecured creditor of OC or its applicable
subsidiary regarding his or her rights under this Program.
OC reserves the right to amend or terminate the Program (in its sole
discretion) by action of the Compensation Committee. A termination of the
Program shall cause a discontinuance or ineligibility of any bonus amounts
for which the eligibility requirements have not been met at the time of
termination. Any amendment made to the Program shall be effective as of the
date such amendment is adopted and no such amendment shall adversely affect
the rights of any employee to bonus amounts for which the eligibility
requirements have been met prior to the adoption of such amendment unless
otherwise specified in such amendment.
If a Change in Control (as defined herein occurs), OC shall (i) treat the
date on which the Change in Control occurred as the date of payout for
purposes of determining a participant's eligibility for a bonus under this
Program, (ii) treat participants who are employed on the date on which the
Change in Control occurred as being eligible for a bonus payment if the
payout date was the date on which the Change in Control occurred, (iii)
calculate the bonus payment to participants under this Program based on
the prorated bonus calculation provided that a participant will be
considered "eligible for the bonus" for the month in which the Change
in Control occurred unless the participant would not have otherwise been
considered "eligible for the bonus" for such month, (iv) determine the bonus
amount based on the most recently disclosed financial statements of OCC
preceding the date on which the Change in Control occurred, and (v) pay such
bonus to eligible participants as soon as administratively feasible following
the date on which the Change in Control occurred.
For purposes of the preceding paragraph, "Change in Control" means:
[1] Subject to the rules of application described in paragraph below,
the date on which the earliest of the following events occurs:
[a] After January 1, 2005 (the "Effective Date"), an event that
would be required to be reported as a change in control for
purposes of the Securities Exchange Act of 1934, as amended
("Exchange Act").
[b] During any 24-consecutive-calendar-month period ending
after the Effective Date, there is a change in a majority
of the Board of Directors of OCC ("OCC Board"); provided,
however, that any new director whose nomination for
election by OCC's shareholders was approved, or who was
appointed or elected to the OCC Board, by the vote of two-
thirds of the directors then still in office who were in
office at the beginning of the 24-consecutive-calendar-
month period will be disregarded in determining if there
has been a change in the majority of the OCC Board.
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[c] During any 12-consecutive-calendar month period beginning
after the Effective Date, any entity or "person,"
[including a "group" as contemplated by Exchange Act Section
13(d)(3) and 14(d)(2)] is or becomes the "beneficial
owner" [as defined in Rule 13d 3 under the Exchange Act],
through a tender offer or otherwise, of Common Shares
representing more than 20 percent or more of the combined
voting power of OCC's then outstanding Common Shares.
However, this element of this definition will be applied
without regard to the effect of any redemption of Common
Shares by OCC or the acquisition of Common Shares by any
Group Member and, solely for purposes of applying this
subparagraph [1][c], after ignoring any Common Shares
acquired:
[i] By any employee benefit plan maintained by any Group
Member;
[ii] Directly, through an equity compensation plan maintained
by any Group Member;
[iii] Directly, through inheritance, gift, bequest or by
operation of law on the death of an individual; or
[iv] By any entity or "person" [including a "group" as
contemplated by Exchange Act Section 13(d)(3) and
14(d)(2)] with respect to which that acquirer has
filed SEC Schedule 13G indicating that the Common
Shares were not acquired and are not held for the
purpose of or with the effect of changing or
influencing, directly or indirectly, OCC's
management or policies, unless and until that entity
or person indicates that its intent has changed by
filing SEC Schedule 13D.
[d] After the Effective Date, any entity or "person," [including
a "group" as contemplated by Exchange Acts Section 13(d)(3)
and 14(d)(2) and, in the aggregate, all employee pension
benefit plans, as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended, maintained
by any Group Member] is or becomes the "beneficial owner"
[as defined in Rule 13d 3 under the Exchange Act], through a
tender offer or otherwise, of Common Shares representing more
than 50 percent or more of the combined voting power of OCC's
then outstanding Common Shares.
[e] After the Effective Date, OCC's shareholders approve a
definitive agreement to merge or combine OCC with or into
another entity, a majority of the directors of which were
not members of the OCC Board immediately before the merger
and in which OCC's shareholders will hold less than 50
percent of the voting power of the surviving entity. When
applying this element of this definition, shareholders will
be determined immediately before and immediately after the
merger or combination.
[f] Within any 12-consecutive-calendar-month period ending after
the Effective Date, any entity or "person" [including a "group"
as contemplated by Exchange Act Section 13(d)(3) and 14(d)(2)
and Code Section 280G] acquires, either directly or as a
"beneficial owner" [as defined in Rule 13d 3 under the
Exchange Act] of another entity or person, Group assets
having a total gross
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fair market value equal to or greater than 50 percent of the
book value of the Group's assets. For purposes of this
definition, "book value" will be established on the basis of
the latest consolidated financial statement OCC filed with the
Securities and Exchange Commission before the date any
12-consecutive-calendar-month measurement period began.
However, except as otherwise provided in this section, this
element of this definition will be applied after ignoring:
[i] Any transfer of assets to an entity, more than 50 percent
of the total value or voting power of which is owned by
one or more Group Members; or
[ii] Any transfer of assets to any entity or "person" [including
a "group" as contemplated by Exchange Act Section 13(d)(3)
and 14(d)(2)] that, immediately before the transfer, owns,
directly or as a "beneficial owner" [as defined in Rule
13d-3 under the Exchange Act], more than 50 percent of the
total value or voting power of OCC's outstanding
securities.
[2] For purposes of applying all parts of this definition, [a] Common
Shares owned or acquired by a participant or by any other entity or
"person" [including a "group" as contemplated by Exchange Act
Section 13(d)(3) and 14(d)(2)] acting in concert with such participant
will be disregarded, [b] any transfer of assets to a participant or
to (or merger of OCC with) any other entity or "person" [including
a "group as contemplated by Exchange Act Section 13(d)(3) and
14(d)(2)] acting in concert with such participant will be disregarded,
[c] the constructive ownership rules of Internal Revenue Code Section
318(a) will be applied to determine share ownership, [d] "Common
Shares" means OCC's common shares or any equity security issued in
substitution, exchange or in place of OCC's common shares, [e]
"Group" means OCC, OC and any other entity to which either is
related through common ownership as defined in Internal Revenue
Code Section 1504 either on the Effective Date or at any time during
the 2005, and [f] "Group Member" means each entity that is a member of
the Group either on the Effective Date or at any time during 2005.
Notwithstanding the provisions of the foregoing paragraph, the express terms
of a written Change in Control Agreement with a participant in the Program
shall govern the determination of an occurrence of a Change in Control, as
well as the terms, calculation, form, and payout amount, for any bonus amount
for such participant under the Program.
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EXHIBIT 1
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2005 Executive Officer Annual Incentive Program Details
Eligibility to Participate
To be a participant, an employee must be a named executive officer
("eligible position") on or after January 1, 2005 and on or before December
15, 2005 ("eligible employee"). An eligible employee will become a
participant on the earliest date on or after January 1, 2005 on which
he/she becomes an eligible employee.
Program Design
A target bonus amount has been defined for each participant based on his or
her position. The target bonus amount is stated as a percent of base salary.
Annual base salary as of December 31, 2005 (or such other date as determined
by the Executive Compensation Committee of the Board of Directors of Ohio
Casualty Corporation (the "Compensation Committee")) will be used to calculate
the bonus.
Corporate Operating Income is used as a measure for both Support and Business
Units.
For Business Units, no bonus will be paid under the Program unless the
Corporate Operating Income trigger is achieved.
Corporate Operating Income will be measured by Ohio Casualty Corporation
("OCC") 2005 after-tax operating income, which may be adjusted to account for
an extraordinary event(s), but only if approved by the Compensation Committee.
Corporate Operating Income is net income excluding realized gains and losses,
and the cumulative effect of accounting changes.
Support Units
The target bonus amount for Support Units is based on corporate
operating income.
To determine the bonus for Support Units, the target bonus amount will
be adjusted up or down based on after-tax operating income as shown on
the Operating Income Matrix on the personalized sheet. Individual
performance (measured using the Overall Performance Rating on the
participant's 2005 Employee Evaluation form) is then used as a modifier
as shown in the Individual Performance Matrix on the personalized
sheet.
Business Units
The target bonus amount for Business Units is divided into two
components, one based on corporate operating income and one based on
business unit performance. The initial amount of each component for
business units will be 50% of the total target bonus amount. The
results on measures in the Business Unit Matrix may be adjusted to
account for an extraordinary event(s), but only if approved by the
Compensation Committee.
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To determine the corporate operating income component of the bonus for
Business Units, the target bonus amount will be multiplied by 50% (the
weight of the component), and the result adjusted up or down based on
after-tax operating income as shown in the Operating Income Matrix on
the personalized sheet. Individual performance (measured using the
Overall Performance Rating on the participant's 2005 Employee
Evaluation form) is then used as a modifier, adjusting the result from
the preceding sentence up or down as shown in the Individual
Performance Matrix on the personalized sheet.
To determine the business unit component of the bonus, the target bonus
amount will be multiplied by 50% (the weight of the component) and
adjusted up or down based on the Business Unit Matrix on the
personalized sheet. Individual performance (measured using the Overall
Performance Rating on the participant's 2005 Employee Evaluation form)
is then used as a modifier, adjusting the result from the preceding
sentence up or down as shown in the Individual Performance Matrix on
the personalized sheet.
The Business Unit Matrix for Commercial Lines, Personal Lines, and
Specialty Lines will use the Business Unit's 2005 gross written premium
and 2005 calendar year combined ratio. The appropriate matrix is shown
on the personalized sheet.
Gross written premium excludes residual markets and National Workers'
Compensation Pool and Commercial Auto Insurance Pool, and is gross of
reinsurance.
The GAAP combined ratio uses the statutory financial results as a basis
for income and expense items that are required for GAAP Financial
Statements that are specifically tied into the underwriting and claim
activities of the corporation.
The calendar year combined ratio is net of reinsurance, includes
residual markets and the effect of canceled agents, and includes
National Workers' Compensation Pool and Commercial Auto Insurance Pool.
For Commercial Lines, the calendar year combined ratio is all
commercial lines, excluding bond and umbrella. The gross written
premium is all commercial lines, plus supported umbrella, excluding
bonds and unsupported umbrella/excess capacity.
Miscellaneous
If a participant has a job change in 2005 that does not affect eligibility for
participation in this Program but does affect the bonus amount or bonus
structure (for example, due to transfer from Support Unit to Business Unit),
the bonus will be prorated for the portion of the year that was spent in each
eligible position. For example, if the participant spends part of the year in
a Support Unit and part of the year in a Business Unit, he/she is eligible for
a prorated Support Unit bonus and a prorated Business Unit bonus. The bonus
amounts would be prorated based on the number of months the participant spent
in the Support Unit or Business Unit.
Any questions about the Annual Incentive Program should be directed to Deb
Hounshell (extension 2039 in the Home Office) or any other member of the
Compensation Department.
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