Exhibit 10.25
ONEBEACON PERFORMANCE PLAN
(as Adopted by OneBeacon Corporation)
1.
Purpose of the Plan. The purpose of the Plan is to advance
the interests of the Company and its stockholders by providing
incentives in the form of Performance Shares to certain selected
executives and key employees of the Company and its
Subsidiaries.
2.
Definitions. The following capitalized terms used in the
Plan have the respective meanings set forth in this
Section.
(1)
Act. The Securities Exchange Act of 1934, as
amended, or any
successor thereto.
(2)
Actual Shares. A portion or a multiple of the Target Shares,
the number of which is dependent on the level of fulfillment of the
established performance goals.
(3)
Actual Value. The Actual Value of each Actual Share shall be
the fair market value of a Share as determined in good faith by the
Committee, on the date the Award is paid.
(4)
Award. An award of Performance Shares granted pursuant
to the Plan.
(5)
Award Period. A period in respect of any Award, commencing
as of the beginning of the fiscal year of the Company in which such
Award is made. An Award Period may contain any number of
Performance Periods.
(6)
Board. The Board of Directors of the
Company.
(7)
Code. The Internal Revenue Code of 1986, as amended, or any
successor thereto.
(8)
Committee.
The Human Resources Committee of the
Board.
(9)
Company. White Mountains Insurance Group, Ltd., a Bermuda
corporation.
(10)
Covered Employee. As such term is defined in Section 162(m)
of the Code (or any successor section thereto).
(11)
Participant. An employee of the Company or any of its
Subsidiaries who is selected by the Committee to participate in the
Plan pursuant to Section 4.
(12)
Performance Period. The calendar year or any other period
that the Committee, in its sole discretion, may determine, provided
that each Performance Period must commence on or after the first
day of the Award Period and shall end no later than the last day of
the Award Period.
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(13)
Performance Shares. Notional shares which represent the
right to receive cash or Shares with a specified value, without
payment to the Company, provided certain performance goals
established by the Committee are satisfied.
(14)
Plan. This White Mountains Insurance Group, Ltd. Executive
Incentive Plan, as it may be amended from time to time. The Plan,
as adopted by the OneBeacon Corporation shall be known as the
OneBeacon Performance Plan.
(15)
Shares. Shares of common stock, par value $1.00 per Share,
of the Company.
(16)
Subsidiary. A subsidiary corporation, as defined in
Section 242(f) of the Code (or any successor section thereto),
or as determined by the Committee.
(17)
Target Shares. The number of Performance Shares awarded to a
Participant on the date of grant with respect to an Award Period
provided each of the established performance goals is fully
satisfied.
3.
Administration. The Plan shall be administered by the
Committee or such other persons designated by the Board. The
Committee may delegate its duties and powers in whole or in part to
any subcommittee thereof or to the Board of Directors of any
Subsidiary that adopts the Plan in accordance with Section 13. All
references to the Committee hereafter shall be deemed to be
references to the Committee and/or the applicable other persons/or
subcommittee(s) to whom administrative duties and/or powers
hereunder have been so delegated. The Committee shall have the
authority to select the employees to be granted Awards, to
determine the size and terms of an Award (subject to the
limitations imposed on Awards in Section 5), to modify the
terms of any Award that has been granted, to determine the time
when Awards will be made, to determine the Award Periods and
Performance Periods to which Awards relate, to establish
performance goals in respect of such Performance Periods and to
certify whether such performance goals were attained. The Committee
is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make
any other determinations that it deems necessary or desirable. Any
decision of the Committee in the interpretation and administration
of the Plan, as described herein, shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on
all parties concerned. Determinations made by the Committee under
the Plan need not be uniform and may be made selectively among
Participants, regardless of whether such Participants are similarly
situated. The Committee shall have the right to deduct from any
payment made under the Plan any federal, state, local or foreign
income or other taxes required by law to be withheld with respect
to such payment.
4.
Eligibility and Participation. The Committee shall designate
those persons who shall be Participants, provided that current
Covered Employees and persons subject to Section 16 of the Act
shall not be permitted to participate in the Plan. Participants
shall be selected from among the employees of the Company and any
of its Subsidiaries who are in a position to have a material impact
on the results of the operations of the Company or of one or more
of its Subsidiaries. The designation of the Participants may be
made individually or by groups or classifications of employees, as
the Committee deems appropriate.
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5.
Maximum Number of Shares That May Be Issued. A maximum
number of 500,000 Shares, subject to the adjustment provision
provided in Section 12, may be issued under the Plan. Shares issued
pursuant to the Plan may be either authorized but unissued Shares
or, to the extent permitted by the local jurisdiction under which
the Company is organized, reacquired Shares, or both.
6.
Awards.
1.
Grant. At the time each Award is made, the Committee shall
establish (i) the Target Shares, (ii) the performance goal(s) to be
att
