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THE PHILADELPHIA INSURANCE COMPANIES 2007 CASH BONUS PLAN

Employee Bonus Plan Agreement

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This Employee Bonus Plan Agreement involves

PHILADELPHIA CONSOLIDATED HOLDING CORP

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Title: THE PHILADELPHIA INSURANCE COMPANIES 2007 CASH BONUS PLAN
Governing Law: Pennsylvania     Date: 5/3/2007
Industry: INSPPY     Sector: FINANC

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THE PHILADELPHIA INSURANCE COMPANIES
2007 CASH BONUS PLAN
Effective as of January 1, 2007

 

1. PURPOSE

 

The purpose of the Plan, as adopted by the Board, subject to shareholder approval, is to provide performance-based cash bonus compensation for key executives based on the attainment of one or more performance goals or targets that are related to the financial success of the Company, and that are established from time to time by the Committee, as part of an integrated compensation program which is intended to assist the Company in motivating and retaining employees of superior ability, industry and loyalty.

 

2. DEFINITIONS

 

The following words and phrases as used herein shall have the following meanings, unless a different meaning is plainly required by the context:

 

(a) “Board” or “Board of Directors” shall mean the board of directors of the Company.

 

(b) “Bonus Base” shall mean a percentage of a Participant’s base salary in effect for the Plan Year that may be any percentage between zero percent (0%) and one hundred percent (100%). For these purposes, the Participant’s base salary for the Plan Year shall be the Participant’s actual annual base salary, unless otherwise specified by the Committee when establishing the Maximum Percentage Schedule for the Plan Year.

 

(c) “Code” shall mean the Internal Revenue Code of 1986, as amended, or any successor thereto.

 

(d) “Committee” shall mean the Compensation Committee of the Board of Directors, or such other committee established by the Board, in any case consisting exclusively of two or more Outside Directors, to act as the Committee with respect to the Plan, or such other committee as may be appointed by the Board of Directors to act as the Committee with respect to the Plan.

 

(e) “Company” shall mean Philadelphia Consolidated Holding Corp., a Pennsylvania corporation, and any successor thereto, and shall also, except as otherwise required by the context, include any other affiliated employer whose employees are designated by the Committee as a Participant in the Plan.

 

(f) “Covered Employee” means an employee who is a “covered employee” as that term is defined in Code Section 162(m) and regulations promulgated thereunder.

 

(g) “Designated Beneficiary” shall mean the person, if any, specified in writing by the Participant to receive any payments due to the Participant in the event of the Participant’s death. In the event no person is specified by the Participant, the Participant’s estate shall be deemed to be the Designated Beneficiary.

 

(h) “Effective Date” shall mean January 1, 2007.

 

(i) “Outside Director” shall mean a member of the Board of Directors who is treated as an “outside director” for purposes of Code Section 162(m).

 

(j) “Maximum Percentage” shall mean the percentage determined by reference to the Maximum Percentage Schedule established for each Plan Year by the Committee, which percentage may not exceed two hundred percent (200%).

 

(k) “Maximum Percentage Schedule” shall mean the schedule pursuant to which a determination of the Participant’s Maximum Percentage is determined, based on the extent to which the performance goal or goals set forth therein have been achieved during the Plan Year, which schedule can be varied on a Participant by Participant basis, all as established at the discretion of the Committee.


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(l) “Participant” shall mean those executives the Committee determines are or are reasonably likely to be Covered Employees and who are designated by the Committee to participate in the Plan from time to time.

 

(m) “Performance-Based Bonus” shall mean the cash bonus payable to a Participant under Section 6(a).

 

(n) “Performance Based Compensation Rules” shall mean those provisions of Code Section 162(m) and regulations promulgated thereunder that provide the rules pursuant to which compensation that is paid to executives on the basis of performance is exempt from the limitations on deductibility applicable to certain compensation paid to executives in excess of $1,000,000.

 

(o) “Plan” shall mean The Philadelphia Insurance Companies 2007 Cash Bonus Plan.

 

(p) “Plan Year” shall mean the taxable year of the Company.

 

3. PARTICIPATION

 

Those key executives as may be designated by the Committee to participate in the Plan from time to time are the participants in the Plan. Participants under the Plan for each Plan Year shall be specified no later than the time the Maximum Percentage Schedule (as described in Section 6(a) below) is established by the Committee, and may be set forth as part of that Schedule.

 

4. TERM OF PLAN

 

Subject to approval of the Plan by the shareholders of the Company, the Plan shall be in effect as of the Effective Date, and shall continue until terminated by the Board of Directors.

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