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Exhibit 10.3
FORM OF 2009 RESTRICTED STOCK UNIT
AWARD AGREEMENT
FOR F. MICHAEL CROWLEY
MARKEL CORPORATION
RESTRICTED STOCK
UNIT
AWARD AGREEMENT
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AWARDED TO
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AWARD DATE
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VESTING SCHEDULE
1
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VESTING
DATE
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PERCENTAGE
OF UNITS
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MARKEL CORPORATION (the "Company")
grants you (the “Participant”) the opportunity to
receive restricted stock units ("Units"). The number of Units will
be based on performance conditions as specified below. Until the
Vesting Date, except as specifically provided below, the Units are
forfeitable and nontransferable. The Compensation Committee of the
Company’s Board of Directors (the "Committee") will
administer this Agreement and any decision of the Committee will be
final and conclusive. Capitalized terms not defined here have the
meanings provided in the Markel Corporation Omnibus Incentive Plan
(the “Plan”).
The terms of the award
are:
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1.
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Performance
Conditions : The
performance conditions are set forth on Exhibit A. Upon
certification by the Committee of the completion of the performance
conditions, the dollar equivalent of the percentage of salary will
be determined. The Participant will receive a number of Units
determined by dividing the dollar equivalent by the Fair Market
Value of a share of Company common stock. The Fair Market Value
will be determined by using the average of the reported high and
low prices of the Company’s common stock on the New York
Stock Exchange (or, if the Company’s common stock is not
traded on the New York Stock Exchange, on the principal market on
which the Company’s common stock is traded) on the date that
the completion of the performance conditions is certified by the
Committee or its designee (the “Determination Date”).
No Units will be awarded hereunder if the Participant separates
from service for any reason before the Determination
Date.
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1
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If necessary or appropriate to
ensure orderly administration of the Company’s payroll and
tax reporting obligations, the Company may accelerate vesting and
payment of restricted stock units up to a maximum of thirty days
before the date on which such restricted stock units would
otherwise have vested and been paid.
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2.
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Vesting For
Units . If the
Participant has not separated from service before the Vesting Date,
the Units will become vested and nonforfeitable, and the Company
will issue to the Participant for each vested Unit a share of
common stock of the Company on that date or as soon as
administratively practicable (but in any event no later than 90
days) thereafter.
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3.
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Forfeiture
of Units . If the
Participant separates from service before the Vesting Date in
circumstances other than as described in (a)-(d) below, any
unvested Units will be forfeited. If the Participant separates from
service due to Retirement, dies or incurs a Disability before the
Vesting Date as set forth in (a) below, the unvested Units
will become fully vested and non-forfeitable, and shares will be
issued on the date on which the Participant’s Retirement,
death or Disability occurs or as soon as administratively
practicable (but in any event no later than 90 days) thereafter,
subject in the case of the Participant’s Retirement to
Section 5 below. If the Participant separates from service
before the Vesting Date in the circumstances set forth in
(b) or (c) 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 first anniversary of the Award Date
until th
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