50 of the Top 250 law firms use our Products every day
Exhibit 10.1
FORM OF RESTRICTED STOCK UNIT AWARD
AGREEMENT
FOR F. MICHAEL CROWLEY
MARKEL CORPORATION
RESTRICTED STOCK
UNIT
AWARD AGREEMENT
|
|
|
|
|
|
|
|
|
AWARDED
TO
|
|
AWARD
DATE
|
|
VESTING
SCHEDULE 1
|
|
|
|
|
|
|
F. Michael
Crowley
|
|
February 23,
2009
|
|
VESTING
DATE
|
|
PERCENTAGE
OF UNITS
|
|
|
|
|
|
Dec. 15,
2009
|
|
33.33
|
%*
|
|
|
|
|
Dec. 15,
2010
|
|
33.33
|
%*
|
|
|
|
|
Dec. 15,
2011
|
|
Balance
|
|
|
|
|
|
* Rounded to the nearest
whole share
|
|
MARKEL CORPORATION (the "Company")
grants you (the “Participant”) -1,761-
restricted stock units ("Units"). 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:
|
|
1.
|
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.
|
|
|
2.
|
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
|
|
1
|
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.
|
|
|
administratively practicable (but
in any event no later than 90 days) thereafter, subject in the case
of the Participant’s Retirement to Section 4 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 the date of
termination divided by 36, and shares will be issued on the
otherwise applicable Vesting Date, subject to Section 4 below.
Any remaining unvested Units will be forfeited as of the date of
separation; except that a Participant who separates from service or
whose employment is interrupted due to military service as provided
in (c) below and who returns to employment with the Company
upon cessation of such military service before the otherwise
applicable Vesting Date will vest in any remaining unvested Units
if employed on the Vesting Date. If the Participant separates from
service before the Vesting Date in the circumstance set forth in
(d) below, the unvested Units will become fully vested and
non-forfeitable, and shares will be issued on the otherwise
applicable Vesting Date, subject to Section 4
below.
|
|
