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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: State Auto Financial Corporation | State Automobile Mutual Insurance Company You are currently viewing:
This Employee Retention Agreement involves

State Auto Financial Corporation | State Automobile Mutual Insurance Company

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Title: EMPLOYMENT AGREEMENT
Governing Law: Ohio     Date: 3/13/2009
Industry: Insurance (Prop. and Casualty)     Sector: Financial

EMPLOYMENT AGREEMENT, Parties: state auto financial corporation , state automobile mutual insurance company
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Exhibit 10.53

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made as of March 1, 2009, by and among State Auto Financial Corporation, an Ohio corporation (“State Auto Financial”), State Auto Property and Casualty Insurance Company, an Iowa domiciled insurance company (“State Auto P&C”), State Automobile Mutual Insurance Company, an Ohio domiciled mutual insurance company (“State Auto Mutual”), and Robert P. Restrepo, Jr. (“Executive”). State Auto Financial, State Auto P&C, State Auto Mutual and each of their respective subsidiaries and affiliates, present and future, are hereinafter collectively referred to as “State Auto.”

Background Information

WHEREAS, State Auto P&C is the principal operating subsidiary of State Auto Financial and the employer of record of all employees of State Auto, and State Auto Financial is a majority owned subsidiary of State Auto Mutual, while State Auto Mutual is the ultimate controlling entity in the State Auto holding company system; and

WHEREAS, as a result of the Executive’s dual role, as described below, in serving State Auto Financial, State Auto Mutual and the other State Auto companies, it is appropriate that this Employment Agreement be entered into among State Auto P&C, State Auto Financial, State Auto Mutual and Executive; and

WHEREAS, State Auto currently employs Executive as the Chairman of the Board, Chief Executive Officer and President of State Auto; and

WHEREAS, Executive desires to continue such employment on the terms and conditions set forth below.

Statement of Agreement

NOW, THEREFORE, in consideration of such employment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I Definitions .

Capitalized terms used herein which are not defined herein shall have the meanings ascribed to such terms in the Executive Agreement dated the same date as this Agreement among State Auto Financial, State Auto Mutual and Executive (the “Executive Agreement”), a copy of the form of which is attached hereto as Exhibit A and incorporated herein by this reference.

Article II Employment Duties and Term .

(A) Duties.

Executive shall perform the duties of the offices of Chairman of the Board, Chief Executive Officer and President of State Auto as described in the Bylaws or the Code of Regulations, as applicable, of each State Auto company, as well as such other duties and services requested or directed by any State Auto Board of Directors, consistent with Executive’s offices herein. Executive shall devote the Executive’s full time and attention and best efforts to the performance of such duties. Executive shall serve as an officer of State Auto so long as Executive shall be duly elected by the respective State Auto Boards of Directors at any time or times during the term of this Agreement.


(B) Term.

The term of this Agreement shall be for a period commencing on March 1, 2009 (“Commencement Date”), and ending on December 31, 2011, unless terminated at an earlier date pursuant to an event described in Article IV of this Agreement (referred to hereafter as the “Employment Term”). State Auto shall provide Executive notice or Executive shall provide State Auto with notice, in writing, at least 90 days prior to the end of the Employment Term of the Agreement’s termination; provided, however, that it is understood and agreed that this Agreement shall terminate as of December 31, 2011, regardless of whether such notice is given and provided further that Executive’s notice, if given, under this Section (B) shall not constitute a Voluntary Termination as defined Section (C) of Article IV. It is further understood that in the event State Auto and Executive agree that Executive is to perform his duties for a period not to exceed 60 days following the expiration of the Agreement, that shall not effect a waiver of any right Executive might have to severance benefits otherwise contemplated by the terms of this Agreement.

Article III Compensation .

State Auto agrees to pay to Executive and Executive agrees to accept the following amounts as compensation in full for Executive’s services in any capacity hereunder or in the performance of other like duties assigned to Executive by the Board of Directors of State Auto:

(A) Base Compensation.

At the outset of the Employment Term, State Auto shall pay to Executive a base salary (the “Base Salary”) in the amount of Seven Hundred Thirty Thousand ($730,000.00) Dollars per year, payable in accordance with State Auto’s general policies and procedures for payment of compensation to its salaried personnel, plus such increases in annual base compensation that the Compensation Committee of the Board of Directors of State Auto Financial (the “STFC Compensation Committee”) may authorize as provided herein. The compensation of Executive shall be reviewed by the STFC Compensation Committee no less often than once each calendar year during the Employment Term and may be increased by the STFC Compensation Committee as it determines in the good faith exercise of its business judgment based on such factors as the STFC Compensation Committee deems appropriate. In no event shall the Base Salary be less than the Base Salary set forth above; provided, however, that this restriction may be suspended by the STFC Compensation Committee if the STFC Compensation Committee and Executive mutually agree, on the basis of such commercially reasonable factors as each deems appropriate in the good faith exercise of their respective business judgment, that imposing such suspension is in the best interests of State Auto Financial (“Exigent Circumstances”). Any request by State Auto for Executive’s agreement to a reduction or suspension of any portion of his compensation, bonus or other payments will not constitute grounds for a claim by Executive that he has suffered an involuntary Termination Without Cause (as defined below). If, however, Executive and the STFC Compensation Committee cannot reach mutual agreement concerning any such reduction or suspension, the Base Salary shall continue to not be less than the Base Salary set forth above.

 

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(B) Short Term Incentive Cash Compensation Plans.

 

(1)

Executive shall participate in the State Auto Financial Corporation Leadership Bonus Plan (the “LBP” with an incentive bonus target equal to no less than 75% of the Executive’s then current Base Salary. It is contemplated that a portion of the bonus opportunity under the LBP shall be “performance-based compensation,” as such term is used in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and payable based upon the achievement of peer comparison and/or other performance goals determined by the STFC Compensation Committee and any remaining portion of the bonus opportunity shall be payable at the discretion of the STFC Compensation Committee. Executive’s participation in the LBP shall be according to the terms and conditions of the LBP. It is understood and agreed that the bonus compensation potential from the LBP, shall not be less than the bonus compensation potential available to Executive under the LBP in effect for Executive on the date of this Agreement, provided that this restriction may be suspended due to Exigent Circumstances, provided Executive and the STFC Compensation Committee mutually agree that such Exigent Circumstances exist.

 

(2)

Executive shall participate in the State Auto Quality Performance Bonus Plan (“QPB Plan”) or any similar cash incentive compensation plan generally made available to executives of State Auto, so long as State Auto continues to offer the QPB Plan or a similar plan to such executives. It is understood and agreed that the QPB Plan or any similar cash incentive compensation plan may be amended, suspended or terminated by State Auto at any time. Executive’s participation in the QPB Plan shall be according to the terms and conditions of the QPB Plan, including any offsets applicable to bonus amounts earned under the LBP.

(C) Long Term Incentive Compensation Plan.

Executive shall participate in the State Auto Financial Corporation Long-Term Incentive Program (the “LTIP”) as applicable to Executive and certain other executives of State Auto, per the terms and conditions of the LTIP.

(D) Participation in Retirement Plan and Rights Under Other Agreements.

 

(1)

Executive shall be entitled to participate in the following plans: (a) any State Auto employee stock purchase plan; (b) the State Auto Insurance Companies Employee Retirement Plan, a noncontributory, defined benefit retirement plan, qualified under Section 401(a) of the Code; (c) the State Auto Insurance Companies Capital Accumulation Plan, a defined contribution plan, qualified under Section 401(k) of the Code; and (d) any successor or similar stock purchase or retirement plans generally made available to employees of State Auto, so long as State Auto continues to offer such plans or similar plans to employees of State Auto. It is understood and agreed that the foregoing plans or any successor or similar plans may be amended, suspended, or terminated by State Auto at any time.

 

(2)

Executive shall be entitled to participate in State Auto’s nonqualified, unfunded, non-contributory Supplemental Executive Retirement Plan (“SERP”), or any successor or similar retirement plan made available to executives of State Auto, so long as State Auto continues to offer such plan or successor or similar plans to executives of State Auto. It is understood and agreed that the foregoing plan or any successor or similar plans may be amended, suspended or terminated by State Auto at any time. The terms and conditions of Executive’s supplemental retirement benefits shall be controlled by the applicable SERP plan documents, and in the event of any inconsistencies with this Agreement, or any prior agreements between the parties, the provisions of the SERP plan documents shall control.

 

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(3)

Executive shall be entitled to participate in the Amended and Restated Equity Incentive Compensation Plan or any successor or additional equity based compensation plans (the “Equity Plans”) implemented by State Auto. Notwithstanding any other provision contained in the Equity Plans, in the event Executive’s employment is terminated for any reason, he shall have a period of not less than 90 days in which to exercise any equity based award made pursuant to the Equity Plans, which has vested pursuant to the terms of such Equity Plans, provided, however, that the period during which such award can be exercised will be such longer period as is provided under the terms of such equity based award agreement then applicable. However, notwithstanding the foregoing, if such exercise period spans two consecutive calendar years, such exercise shall occur no later than March 15 th of the second calendar year. It is understood and agreed that the Equity Plans may be amended, suspended or terminated by the STFC Compensation Committee at any time.

(E) Other Fringe Benefits.

In addition to the benefits provided for in Article III, Executive shall receive and enjoy any and all other fringe benefits generally made available to employees of State Auto as described in State Auto’s Employee Reference Guide, in accordance with State Auto’s regular employment policies and practices. In addition, the STFC Compensation Committee and the Boards of Directors of State Auto Financial and State Auto Mutual shall have the authority to grant such additional fringe benefits and perquisites to Executive as each, in its discretion, deems appropriate. In addition, Executive shall be entitled to reimbursement for all out-of-pocket expenses incurred by Executive in the performance of his duties hereunder; provided that such reimbursement shall be in accordance with State Auto’s then existing policy regarding the same and further provided that no reimbursement shall be made later than the end of the calendar year following the calendar year in which such expense was incurred. If such benefits are taxable, State Auto shall ensure that terms of the benefits will comply with Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder.

(F) Participation in Future Compensation, Retirement, and Fringe Benefit Plans.

In addition to the benefits provided for in Article III, Executive shall participate in and shall also receive and enjoy such other compensation, retirement, or fringe benefits which are now or in the future generally made available to executives of State Auto. If such benefits are taxable, State Auto shall ensure that terms of the benefits will comply with Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder.

(G) Vacation.

Executive shall be entitled to four weeks of paid vacation and such other personal absence days as State Auto provides its other employees. After five years of employment, Executive shall be entitled to an additional week of paid vacation, consistent with State Auto’s employment policies and practices then in place.

Article IV Termination.

(A) Disability.

If during the Employment Term Executive shall be unable to perform substantially his duties hereunder because of illness or other incapacity constituting a disability as defined in Section 409A of the Code (referred to hereafter as “Disability”), and such Disability shall persist for a period of at least six months in any 12 month period, State Auto shall thereafter have the right, on not less than 45 days’ written notice to Executive, to terminate Executive’s employment under this Agreement, in which case the date of Executive’s separation from service (as defined in Section 409A of the Code) shall be not less than the 45 th day following the date of written

 

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notice. In such event, in addition to any other benefits to which Executive would be entitled, State Auto shall be obligated to pay Executive his full compensation pursuant to Sections (A), (B), and (C) of Article III hereof accruing through the date of such separation from service and per the terms of the applicable plan or program. Thereafter, State Auto shall be obligated to pay Executive an amount equal to 80% of the Executive’s then-current Base Salary, less any benefits to which Executive might be entitled under State Auto’s long term disability plan described in State Auto’s Employee Reference Guide that is current as of the date of such separation from service. The compensation provided under this Section shall continue for the full period of Disability or until Executive attains age 65, whichever first occurs and shall be paid in accordance with State Auto’s normal compensation practices applicable to salaried employees. A determination of Disability shall be subject to the certification of a qualified medical doctor agreed to by State Auto and Executive or, in the event of Executive’s incapacity to designate a qualified medical doctor, by Executive’s legal representative. If State Auto and Executive (or his legal representative, as the case may be) fail to agree upon a qualified medical doctor, each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor, who shall make the determination as to Disability. In addition to the foregoing disability compensation described in this Article IV Section (A), Executive shall continue to receive such health insurance benefits or their equivalent as he and his spouse receive on the effective date hereof, as well as such group life insurance as Executive has in place on his life, as of the date of Disability, pursuant to the terms of such plans as are generally made available to State Auto employees. Executive’s compensation and other benefits described in Article III shall be reinstated in full upon his return to employment and the discharge of his full duties hereunder.

(B) Death.

In the event of Executive’s death during his employment hereunder, in addition to any other benefits to which any person would be entitled upon Executive’s death, State Auto shall continue to pay his then-current Base Salary for a period equal to the lesser of 12 full calendar months following the month in which his death occurs or until Executive would have attained age 65. Such Base Salary payments shall be made in accordance with State Auto’s normal compensation practices applicable to salaried employees. A pro rata share of the compensation to which Executive is entitled pursuant to Article III Section (B) and (C) hereof shall be paid pursuant to the terms of the LBP, the QPB Plan, and the LTIP (collectively, the “Bonus Plans”), provided the bonus contemplated by any of the Bonus Plans is in fact earned under the terms of such Bonus Plan then in effect for tine particular period in which Executive were to die. Said pro rata share of the bonus due under the Arrangement shall be determined by dividing a numerator equal to the number of whole months that have elapsed in the calendar year on the date of the Executive’s death by the denominator of 12. Said pro rata share of any bonus due under the QPB Plan shall be determined by dividing a numerator equal to the number of whole months that have elapsed in the calendar quarter on the date of the Executive’s death, divided by a denominator of three. The pro-rata share of the payment due under the LTIP shall be determined by dividing a numerator equal to the number of whole months that have elapsed in the then current LTIP’s measurement period on the date of the Executive’s death divided by a denominator equal to the duration of the measurement period. Executive’s compensation for the period following his death shall be paid to the beneficiary indicated on the Beneficiary Designation attached hereto as Exhibit B. If the bonus due under the LBP, or the LTIP is earned under Article III, said sums will be paid to the Beneficiary as soon as practicable following the end of the calendar year following the determination by State Auto that the bonus due under the LBP or the LTIP has in fact been earned pursuant to the terms of each such bonus opportunity, but no later than March 15 following such calendar year. In addition to the foregoing, in the event of Executive’s death during his employment hereunder,


 
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