Exhibit 10.51
Robert P. Restrepo, Jr.
SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT
This Second Amendment to Employment
Agreement (this “Second Amendment”) is made effective
as of January 1, 2009, 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”).
Background
Information
The parties to this Second Amendment
(the “Parties”) entered into an Employment Agreement
dated as of March 2, 2006 (the “Employment
Agreement”), regarding the Executive’s employment
relationship with State Auto P&C. The Employment Agreement was
amended by the Amendment to Employment Agreement (the
“Amendment”) as of January 24, 2007. The Parties
desire to amend the Employment Agreement pursuant to Section
(A) of Article XI of the Employment Agreement in order to
comply with the final Treasury Regulations issued under
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”). The Employment Agreement, as amended by
the Amendment and this Second Amendment, is hereinafter
collectively referred to as the “Agreement”.
Statement of
Agreement
The Parties hereby acknowledge the
accuracy of the foregoing Background Information and hereby agree
as follows:
§1. Definitions . All
capitalized terms used in this Agreement but which are not
otherwise defined herein shall have the respective meanings given
those terms in the Employment Agreement or Amendment, as
applicable.
§2. Other Fringe
Benefits . Section (G) of Article IV of the Agreement is
hereby amended by adding a new last sentence to read as
follows:
“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.”
§3. Participation in Future
Compensation, Retirement, and Fringe Benefit Plans . Section
(H) of Article IV of the Agreement is hereby amended by adding
a new last sentence to read as follows:
“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.”
§4. Disability . The
first sentence of Section (A) of Article V of the Agreement is
hereby amended in its entirety to read as follows:
“If during the
term of this Agreement 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 (6) months in any twelve
(12) month period, State Auto shall thereafter have the right,
on not less than forty-five (45) days’ written notice to
Executive, to terminate Executive’s employment under this
Agreement, in which case the date of employment termination shall
be not less than the forty-fifth (45 th ) day following the date
of written notice.”
§5. Disability . The
fourth sent
