Exhibit 10.9
SELECTIVE INSURANCE GROUP,
INC.
2005 OMNIBUS STOCK
PLAN
DIRECTOR STOCK OPTION
AGREEMENT
This DIRECTOR STOCK OPTION AGREEMENT (the "
Stock Option Agreement "), is made and entered into as of
[DATE] (the " Date of Grant "), by and between Selective
Insurance Group, Inc., a New Jersey corporation (the "
Company ") and [DIRECTOR] (the " Optionee
").
WHEREAS, the Board of Directors of the Company
(the " Board ") has adopted the Selective Insurance Group,
Inc. 2005 Omnibus Stock Plan (the " Plan ");
WHEREAS, Section 7 of the Plan provides for the
grant of options to Participants, including a Non-Employee Director
of the Company; and
WHEREAS, the Corporate Governance and Nominating
Committee of the Board has approved the grant of an Option pursuant
to the Plan, as hereinafter defined, to the Optionee as set forth
below;
NOW, THEREFORE, in consideration of the
covenants and agreements herein contained, and intending to be
legally bound hereby, the parties agree as follows:
1. Definitions .
Capitalized terms that are used but not defined herein shall have
the meaning set forth in the Plan.
2. Number of Shares and Exercise
Price . The Company hereby grants to the Optionee an
option (the " Option "), subject to all of the terms and
conditions of the Plan and this Stock Option Agreement, to purchase
[NUMBER] 1 shares of the common stock of the Company,
par value $2.00 per share, at a price (the " Exercise Price
") of $[PRICE] 2 per share. The Option is intended
to be a Nonqualified Stock Option.
3. Term of Option and Conditions
of Exercise .
(a) Term of
Option . Unless the Option is earlier terminated in
accordance with Section 3(b) herein, or the terms of the Plan, the
term of the Option shall commence on the expiration of ten (10)
years from the Date of Grant. Upon the termination of the
Option, all rights of the Optionee hereunder shall
cease.
(b)
Vesting . The Option shall become vested and
exercisable upon the first anniversary of the Date of Grant,
provided, however , that to the extent the Option is not yet
exercisable, it shall become exercisable in full upon the earlier
of: (i) the date that the Optionee ceases to be a member of the
Board for any reason other than Cause, or (ii) the occurrence of a
Change of Control. Notwithstanding the foregoing, if the
Optionee ceases to be a member of the Board by reason of Cause, the
Option, whether or not then exercisable, shall be terminated at the
time of such cessation.
2
[Equal to the Fair Market Value of a share of Company
Stock.]
4. Nontransferability of
Option . Unless otherwise determined by the Committee
pursuant to Secti
