Exhibit 10.3
Dan R. Carmichael
OHIO CASUALTY CORPORATION
2005 INCENTIVE PLAN
FREESTANDING STOCK APPRECIATION RIGHT AWARD AGREEMENT
FOR DAN R. CARMICHAEL
This Award Agreement describes the type of Award that you have been granted
under the Ohio Casualty Corporation 2005 Incentive Plan ("Plan") and the
terms and conditions that must be met before you may realize the value
associated with your Award. To fully understand these terms and
conditions, you should:
- Read this Award Agreement carefully along with the Plan and the Plan's
prospectus.
- Contact Debra Crane at 513-603-2213 if you have any questions about
your Award.
Also, you must sign both copies of this Award Agreement as the "Grantee",
keeping one (1) copy for your file and returning one (1) copy to
Shareholder Relations in the enclosed self addressed envelope no later than
December 15, 2005. After Ohio Casualty receives your signed Award
Agreement, you will receive an acknowledgement of receipt of the same.
Section 409A of the Internal Revenue Code ("Section 409A") imposes
substantial penalties on persons who receive some forms of deferred
compensation (see the Plan's prospectus for more information about these
penalties). Your Award has been designed to avoid these penalties.
However, because the Internal Revenue Service has not yet issued final
rules fully defining the effect of Section 409A, it is possible that your
Award and the Award Agreement must be revised after the IRS issues these
final rules. As a condition of accepting this Award, you must agree to
accept those revisions, without any further consideration, even if those
revisions change the terms of your Award and reduce its value or potential
value.
Thank you for your commitment to the Company.
DESCRIPTION OF YOUR FREESTANDING STOCK APPRECIATION RIGHTS
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Your Award Consists of Freestanding Stock Appreciation Rights
As provided in your employment agreement dated December 1, 2005
("Employment Agreement"), you have been awarded Freestanding Stock
Appreciation Rights ("FSARs") under the Plan.
Grant Date
Your FSARs were granted on December 1, 2005. This is the date your
FSARs were granted and the date on which your FSARs begin to vest.
Award
You have been granted 250,000 FSARs. If all the restrictions and
conditions described below are met, when you exercise your FSARs, you
will receive whole shares of Company stock having a value (as defined
in the Plan) equal to the difference between the value of a share of
Company stock on the Grant Date ("Exercise Price") and the value of a
share of Company stock on the date you exercise the FSAR multiplied by
the number of FSARs being exercised. And, you may receive these
shares without actually paying the Exercise Price.
Exercise Price
The value of a share of Company stock on the Grant Date is $29.85.
Vesting
Normally, you may not exercise your FSARs until they "vest". Your
FSARs will vest (and may be exercised) on December 1, 2008, three
years after the Grant Date.
This does not mean that you must exercise your FSARs on these dates;
these are merely the first dates you may do so. Also, your FSARs must
be exercised before their Expiration Date.
Also, there are some special situations in which your FSARs may vest
earlier or may be forfeited. These are discussed later in this Award
Agreement.
Expiration Date
Your FSARs will expire on the earlier of 10 years after the Grant Date
or as otherwise provided under the terms of the Plan, the Plan's
Prospectus and Section 2.00 of the "General Terms and Conditions"
section of this Award Agreement.
Minimum Number of FSARs That You May Exercise
The least number of FSARs that may be exercised at any time is 100 or,
if fewer, the total number of your remaining FSARs.
Settlement
You may exercise your SARs by contacting Shareholder Relations.
YOUR RIGHTS BEFORE YOUR FSARS ARE EXERCISED
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No voting or dividend rights are associated with your FSARs. However, when
your FSARs are settled and shares of Company stock are issued, those shares
will be entitled to the same voting and dividend rights associated with
other shares of Company stock.
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TAX TREATMENT OF YOUR FSARS
---------------------------
The federal tax rules that affect your FSARs are described in the Plan's
prospectus which you should read carefully.
You also should consult with a tax or financial advisor to fully understand
the tax ramification of your Award.
GENERAL TERMS AND CONDITIONS
----------------------------
1.00 Conduct Leading to Forfeiture of Unvested FSARs: You will forfeit any
FSARs if, at any time before they are exercised, you:
- Agree to or actually serve in any capacity for a business or entity
that competes with the Company or any Subsidiary (as defined in the Plan)
or provides services to an entity that competes with the Company or any
Subsidiary;
- Refuse or fail to consult with, supply information to, or otherwise
cooperate with the Company after having been requested to do so;
- Deliberately engage in any action that the Company decides has caused
or is likely to cause substantial harm to its interests or the interests
of any Subsidiary; or
- Are involuntarily terminated for "cause" as defined in your Employment
Agreement).
2.00 Effect of Terminating Employment: Subject to the Sections 1.00 and
4.00, the effect of a termination of employment is illustrated in the
following table:
If your employment Your unvested Your FSARs may be
terminates because of... FSARs will be... exercised for ...
- -------------------------------------------------------------------------------
You die Fully vested 15 months after your
death (or until the
Expiration Date, if
earlier) by your
beneficiary
- -------------------------------------------------------------------------------
You become disabled (as Fully vested 15 months after you
defined in the Plan) terminate (or until
the Expiration Date,
if earlier)
- -------------------------------------------------------------------------------
You terminate voluntarily Fully vested 15 months after you
for "good reason" (as terminate (or until
defined in your employment the Expiration Date,
agreement dated December if earlier)
1, 2005)
- -------------------------------------------------------------------------------
You terminate voluntarily Forfeited Three months after you
for reasons other than terminate. But, if you
"good reason" (as defined qualify for "Retirement"
in your employment as defined in the Plan,
agreement dated December when you terminate, your
1, 2005) or that agreement vested FSARs may be
expires without renewal exercised for 15 months
after you terminate (or
until the Expiration
Date, if earlier)
- --------------------------------------------------------------------------------
You are involuntarily Forfeited N/A
terminated by the Company (you also
for "cause" (as defined in will lose
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
your employment agreement any
dated December 1, 2005) unexercised
vested FSARs
- --------------------------------------------------------------------------------
You are involuntarily Fully vested 15 months after you
terminated by the Company terminate (or until the
for reasons other than Expiration Date, if
cause (as defined in your earlier)
employment agreement dated
December 1, 2005)
- --------------------------------------------------------------------------------
3.00 Buy Out of Awards by Company: The Company may decide at any time to
buy out your FSARs. This may happen without your consent and at any
time. If the Company decides to buy out your FSARs, it will pay you
the fair market value of those FSARs. No payment will be made with
respect to any FSARs that are not vested when cancelled under this
section.
4.00 Acceleration of Vesting: All Awards will be fully vested if there is
a Business Combination (as defined in the Plan) or a "change in
control" as defined in your Employment Agreement. If either happens,
your FSARs will vest or settled as part of that Business Combination.
5.00 Beneficiary Designation: You may name a Beneficiary or Beneficiaries
to receive or to exercise any vested Award that is unpaid or
unexercised when you die. This may be done only on the attached
Beneficiary Designation Form and by the following the rules described
in that form. This form need not be completed now and is not required
as a condition of receiving your Award. If you die without completing
a Beneficiary Designation Form or if you do not complete that form
correctly, your Beneficiary will be your surviving spouse, or if you
do not have a surviving spouse, your estate.
6.00 Transferring your FSARs: FSARs may not be sold, pledged, assigned or
otherwise alienated or hypothecated. However, you may complete a
Beneficiary Designation Form to name the person who may exercise your
FSARs if you die before they are exercised (see section titled
"Beneficiary Designation" above). The Company may allow you to
transfer your award to certain Permissible Transferees (as defined in
the Plan). Contact Shareholder Relations at (513) 603-2175 if you are
interested in doing this.
7.00 Restrictions on Transfers of Stock: The Company may impose
restrictions on any shares of Company stock you acquire from the
Company, including restrictions related to applicable securities laws
and the rules of any national securities exchange or system on which
Company stock is listed or traded.
8.00 Section 16 of the Act: You are responsible for ensuring that all
requirements of Section 16 are met, including the holding of
securities purchased under this Award Agreement for a minimum of six
months before disposition.
9.00 Tax Withholding: We are required to withhold federal, state and local
income, employment and wage taxes on the value of your FSARs as, when
and if they are exercised. We will withhold this amount from other
amounts due to you or, if there are no other amounts due to you, by
withholding a number of shares with a value equal to the taxes that
must be withheld.
10.00 Governing Law: This Award Agreement will be construed in
accordance with and governed by the laws (other than laws governing
conflicts of laws) of the United States and of the State of Ohio.
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11.00 Other Agreements: Your Award will also be subject to the terms
of any other agreements between you and the Company in effect on the Grant
Date, including your Employment Agreement and your separate change in
control agreement dated December 1, 2005.
12.00 Adjustments to Awards: Your Award will be adjusted, if
appropriate, to reflect any change to the Company's capital structure
(e.g., a stock split).
13.00 Other Rules: Your FSAR Award is also subject to more rules
described in the Plan and in the Plan's prospectus. You should read
both of these documents carefully to ensure you fully understand all
the terms and conditions of this Award.
14.00 Conflict: In the event of conflict between the terms of this
Award Agreement and the Plan, the terms of the Plan govern.
# # # # # # # # # # # # # #
Please sign this Award Agreement and return it to Shareholder Relations no
later than December 15, 2005. By signing this Award Agreement you
acknowledge that this Award is granted under and is subject to the terms
and conditions described above and in the Ohio Casualty Corporation 2005
Incentive Plan.
GRANTEE OHIO CASUALTY CORPORATION
- --------------------------- -------------------------------------------
Dan R. Carmichael Stanley N. Pontius, Lead Director
THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING SECURITIES
REGISTERED UNDER THE SECURITIES ACT OF 1933
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FSAR AWARD AGREEMENT
GRANTED TO DAN R. CARMICHAEL ON DECEMBER 1, 2005
ACKNOWLEDGEMENT OF RECEIPT
A signed copy of this Award Agreement was received on .
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By:
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Shareholder Relations Department Representative
Date:
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Note: Send a copy of this completed form to the participant and keep a
copy as part of the Plan's permanent records.
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