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Exhibit
10.71
STATE AUTO FINANCIAL
CORPORATION
RESTRICTED STOCK
AGREEMENT
UNDER THE
AMENDED AND RESTATED
EQUITY INCENTIVE COMPENSATION PLAN
This Restricted
Stock Agreement (this “ Agreement ”) is
made as of October 4, 2007 (the “ Award
Date ”). The Compensation Committee of State Auto
Financial Corporation, an Ohio corporation (the “
Company ”), hereby awards to Mark A. Blackburn
(“ Mr. Blackburn ”) 25,000 common shares,
without par value, of the Company (the “ Restricted
Shares ”). The Restricted Shares are awarded pursuant
to the terms of the Company’s Amended and Restated Equity
Incentive Compensation Plan (the “ Plan
”) and shall be subject to all of the provisions of the Plan,
which are hereby incorporated herein by reference, and shall be
subject to the following provisions of this Agreement. Capitalized
terms used in this Agreement which are not otherwise defined herein
shall have the meanings ascribed to such terms in the
Plan.
§1. Award
of Restricted Shares . The Restricted Shares are awarded to
Mr. Blackburn in connection with, and as additional
consideration for, his entering into an Employment Agreement with
the Company dated as of the Award Date. The purchase price for the
Restricted Shares shall be zero. Following the execution and
delivery of this Agreement by Mr. Blackburn, the Company shall
cause a share certificate evidencing the Restricted Shares to be
issued in Mr. Blackburn’s name (the “ Share
Certificate ”).
§2.
Forfeiture . The Restricted Shares shall be forfeited to the
Company if Mr. Blackburn’s employment with the Company
terminates for any reason, (other than death or disability), prior
to the third anniversary of the Award Date (the “ Lapse
Date ”), or if Mr. Blackburn violates any
provision of this Agreement.
§3.
Vesting . Notwithstanding the provisions of the Plan to the
contrary, if Mr. Blackburn’s employment with the Company
terminates due to death, disability, involuntary termination
without cause or a change of control prior to the Lapse Date, the
Restricted Shares shall be fully vested; provided, however, that
the Restricted Shares shall not vest prior to the Lapse Date if
such death or disability results from a self-inflicted injury or
event, while sane or insane. For purposes of this Agreement,
“disability” and involuntary “termination without
cause” shall be given the meanings provided in Article V,
sections (A) and (D), respectively, of the Employment
Agreement entered into by Mr. Blackburn concurrently with the
execution of this Agreement. Further, “change of
control” shall be given the meaning provided in
Section 2(d) of the Amended and Restated Executive Agreement
entered into by Mr. Blackburn concurrently with the execution
of this Agreement. For purposes of vesting upon a change of
control, if the change of control event is as defined in
Section 2(d)(6) of the Amended and Restated Executive
Agreement, Mr. Blackburn must remain employed by the Company
or its respective successor, if applicable, for a period of two
years after the change of control in order for the Restricted
Shares to be fully vested prior to the Lapse Date, unless his
employment terminates sooner due to death or disability which does
not result from a self-inflicted injury or event, while sane or
insane.
§4.
Transfer Restrictions . None of the Restricted Shares, nor
any beneficial interest therein, shall be sold, assigned, pledged
or otherwise transferred, voluntarily or involuntarily,
prior to the Lapse Date.
Thereafter, the Restricted Shares may be transferred only in
compliance with all applicable federal and st
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