EXHIBIT 10.8
FORM OF RESTRICTED STOCK UNIT AWARD FOR DIRECTORS
(1,000 Restricted Stock Units were awarded May 14, 2003 to each of Douglas C.
Eby, Leslie A. Grandis, Stewart M. Kasen, Gary L. Markel, and Jay M. Weinberg)
MARKEL CORPORATION
RESTRICTED STOCK UNIT
AWARD AGREEMENT
DIRECTOR AWARD
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AWARDED TO VESTING AWARD DATE
SCHEDULE
5-year vesting
schedule
(see below).
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MARKEL CORPORATION (the "Company") hereby grants you (the "Director")
one thousand (1,000) restricted stock units ("Units") pursuant to the Markel
Corporation Omnibus Incentive Plan (the "Plan") (this grant of Units is your
"Award"). Units that have not yet vested in accordance with Section 1, below, or
as otherwise specifically provided herein, are forfeitable and nontransferable.
The Company's Board of Directors (the "Board") will administer this Award
Agreement, and any decision of the Board will be final and conclusive.
Capitalized terms not defined herein have the meanings provided in the Plan.
The terms of your Award are:
1. Vesting of Units. Except as otherwise provided in this Award Agreement,
the Units will become vested and nonforfeitable according to the
schedule below, provided the Director continues to serve the Company as
a member of the Board as of the relevant date.
Date Vested Percentage
05/14/04 20%
05/14/05 40%
05/14/06 60%
05/14/07 80%
05/14/08 100%
2. Issuance of Shares.
(a) Notwithstanding the vesting schedule for Units set forth in
Section 1, the Company will not issue shares of Company common
stock ("Company Stock") to the Director for vested Units until
May 14, 2008 (the "Issue Date"), or as soon as practicable
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thereafter. At that time, the Director will receive shares of
Company Stock in accordance with the vested percentage of his
or her Units.
(b) The Director may elect to defer receipt of all or a portion of
the shares of Company Stock that the Director would otherwise
be entitled to receive under this Award. The Director's
election to defer such payment must be made in accordance with
procedures established and any documentation required by the
Board.
3. Forfeiture of Units. If the Director ceases to be a member of the Board
prior to the Issue Date, other than as described in (a)-(c) below, any
unvested Units will be forfeited as of the date the Director's
membership on the Board terminates. If the Director ceases to be a
Board member prior to the Issue Date in the circumstances set forth in
(a) below, the unvested Units will become fully vested and
non-forfeitable on the date of the Director's death or Disability, as
applicable, and shares will be issued promptly thereafter, unless the
Director elects to defer receipt of the shares pursuant to Section
2(b). If the Director ceases to be a Board member prior to the Issue
Date in the circumstances set forth in (b) below, the number of Units
set forth in this Award will be vested on a pro rata basis based on a
fraction of the number of full months from the Award Date until the
date of such termination divided by 60, and shares of Company Stock
will be issued on the Issue Date or promptly thereafter, unless the
Director elects to defer receipt of the shares pursuant to Section
2(b). If the Director ceases to be a Board member in the circumstance
set forth in (c) below, the Board shall determine the number of Units
set forth in this Award to be vested and the date that the vested Units
will be issued, unless the Director elects to defer receipt of the
shares pursuant to Section 2(b).
(a) The Director ceases to be a Board member due to his or her
death or Disability (as defined in the Plan);
(b) The Director's service as a Board member is terminated due to
military service;
(c) The Board determines that forfeiture should not occur because
the Director had an approved termination of his or her service
as a Board member. The Board will in its sole discretion
determine whether or not to apply this provision and if so,
any additional terms or conditions applicable to the
determination, including but not limited to, whether or not
the vesting schedule should be adjusted.
4. Change of Control. Any unvested Units will become fully vested and
non-forfeitable and will be paid to the Director promptly if, within 12
months after a Change in Control, the Director ceases to be a member of
the Board for any reason other than voluntary resignation.
5. Transfer Restrictions. The Director's rights to the Units are not
subject to sale, assignment, transfer, pledge, hypothecation or
encumbrance.
6. Binding Effect. Subject to the limitations stated above, this Award
Agreement will be binding upon and inure to the benefit of the
Director's legatees, distributees, and personal representatives and the
successors of the Company.
7. Change in Capital Structure. The Units will be adjusted as the Board
determines is equitably required in the event of a dividend in the form
of stock, spin-off, stock split-up, subdivision or consolidation of
shares of Company Stock or other similar changes in capitalization.
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8. Interpretation. This Award Agreement will be construed under and be
governed by the laws of the Commonwealth of Virginia. THE UNITED STATES
DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA OR THE CIRCUIT
COURT FOR THE COUNTY OF HENRICO, VIRGINIA SHALL HAVE EXCLUSIVE
JURISDICTION OVER ANY DISPUTES ARISING OUT OF OR RELATED TO THE PLAN OR
THIS AWARD AGREEMENT.
IN WITNESS WHEREOF, the Company has caused this Award Agreement to be signed,
effective as of the award date shown above.
MARKEL CORPORATION
By: _______________________
Title: ______________________
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