展品10.3
參與者姓名: | |
受限股票單位數目： | 所有授予的股票單位結算完成的日期。如果您的服務提前終止（如單位協議所述），該限制性股票單位則提前到期。 |
限制期： 實際歸屬日期及對應的受限股票 包含以下單元： | |
授予日期 [授予日期加三年] | 成熟單位的百分比 [100%] |
根據上文指定的「授予日期」起效， rli保險，一家特拉華州的公司（以下簡稱“公司）向上述個人（以下簡稱“參與者”）授予受限制的股票單位（“受限股票，除非參與者對根據2018年計劃授予的受限股票進行第83（b）條款選舉（如下所述），否則在授予該獎項時，接收此類獎勵的參與者將不會認可美國應稅普通收入，同時我們將不會被允許在此類獎項授予時認可扣減款項。當一項獎勵保持未獲豁免或其他實質性風險失去之狀態時，參與者將認可股息的數量作爲報酬所認可的收入，我們將允許扣除相同的金額。當獎項獲得豁免或不再存在重大風險失去之時，公允價值溢價將被認可爲參與者的普通收入，並且將以我們的聯邦所得稅的目的表明爲扣減。根據有關規定，股票被處分所獲得的利潤或損失將被視爲資本收益或資本損失，資本收益或損失是根據參與者從認購股票或解除實質性風險失去之日期算起持有該股票的時間而定的，如果持有期超過一年，則將是長期或短期的。 單位每份rli保險普通股票，面值爲0.01美元，代表公司的一份股份，在本限制性股票單位協議（“普通股”）規定的時間和條件下，以及協議”和 rli保險2023年長期激勵計劃（“401(k)計劃的僱主貢獻”）。在協議條款與計劃條款之間存在衝突的情況下，以計劃條款爲準。在計劃中使用但未定義的大寫字母開多將解釋爲計劃中所指定的含義。
A.公司爲了使公司股東和計劃受益人的利益保持一致，通過增加這些受益人在公司增長和成功中的所有權利益，來維持計劃(i)，(ii)通過吸引和留住高級管理人員、其他員工、非員工董事、顧問和獨立承包商，促進公司的利益，(iii)激勵這些人長期着眼於公司及其股東的最佳利益。
B.根據該計劃，公司董事會的人力資本與薪酬委員會 (「本登記聲明」) 由特立軟件股份有限公司，一家德拉華州股份公司 (以下簡稱爲「本公司」) 提交，目的是爲了註冊其額外的7,184,563股A類普通股，每股面值$0.0001 (以下簡稱爲「A類普通股」), 以及在特立軟件股份有限公司 2022年股權激勵計劃下可發行股份的1,436,911股A類普通股，注(下文簡稱爲「A類普通股」)。委員會”) 管理計劃，並有權判斷計劃下授予的獎勵 在計劃下授予 或委託特定人員授權進行某些獎勵的判斷.
格蘭特。根據本協議開頭規定的限制性股票單位的數量，參與者將獲得限制性股票單位獎勵。 |
限制期限。受限制性股票單位獎勵約束的限制性股票單位的百分之百（100％）將在本協議開頭規定的授予之日起三週年之日歸屬，前提是參與者在該週年日之前繼續受僱於公司或其母公司或子公司。 |
在本協議第 3 節所述的情況下，限制性股票單位也應全部歸屬（不管歸屬時間表如何），如果在本協議第 16 節符合條件的終止，則限制性股票單位在本協議之前未被沒收。除非本協議第3或16節另有規定，否則如果參與者在授予之日三週年之前終止在公司或其母公司或子公司的工作，則限制性股票單位將被全部沒收。
股息等價物. 截至公司向普通股的登記所有者支付現金分紅的每個日期（a”分紅日期”），受限制性股票單位獎勵的限制性股票單位的數量應增加（i）受限制性股票單位獎勵的限制性股票單位總數的乘積乘以在該股息日前夕根據本協議第5節（反映在公司過戶代理人的記錄中）向參與者發行的普通股的美元金額乘以每股普通股現金股息的美元金額乘以每股普通股現金股息的美元金額該股息日的公司，除以 (ii) 公平交易會該股息日的市值，向下四捨五入至最接近的整數；前提是任何部分股份均應以現金支付給參與者，並首先包含在參與者的任何適用的聯邦預扣稅中。任何此類額外限制性股票單位應遵守與其相關的限制性股票單位相同的歸屬條件和付款條款。 |
證書的交付. 根據公司制定的遞延薪酬計劃和經修訂的1986年《美國國稅法》第409A條推遲的除外（”代碼”），在根據第 2 條或第 3 節歸屬之日後，公司應儘快但不超過 30 天，以參與者或其受益人的名義向參與者或其受益人交付一份或多份代表普通股數量的證書，這些普通股的數量等於受限制性股票單位獎勵的限制性股票單位的數量（包括根據本協議第 4 條規定的任何股息等價物）根據本協議第 2 節或第 3 節歸屬；但是，前提是公司可以以賬面記錄的形式以電子方式交付普通股。公司應繳納與普通股發行或轉讓相關的任何原始發行稅或轉讓稅，以及由此產生的所有費用和開支。全部 |
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發行的普通股應當是足額支付的，並且是無需額外徵收的。不管本協議中的任何相反規定，除非發行該證書符合所有適用法律要求，包括但不限於遵守適用州證券法、1933年聯邦證券法和1934年證券交易法及相關條例，否則不應該發放普通股補償計劃下可分配的普通股證書，公司可能進一步要求任何這種證書都應標明一個標籤，表明持有人的出售、轉讓或其他處置行爲除符合1933年證券法及其修訂案和相關規定外都是被禁止的。
都需代扣稅款。作爲行使期權的條件，參與者應進行相關安排，以滿足與行使相關的任何聯邦、州、地方或外國代扣稅款義務，同時，參與者還應進行適當的安排，以滿足與行使通過行使期權獲得的股票處理相關的任何聯邦、州、地方或外國代扣稅款義務。. 參與者應負責支付與受限股票單元獎賞有關的必須扣繳或支付的任何聯邦、州、地方或其他稅款，並且參與者必須及時支付給公司任何此類稅款。參與者特此授權公司和任何子公司從應支付給參與者的任何款項中扣除在受限股票單元獎賞中必須扣繳或支付的任何稅款，包括社會安全金和醫療保險（FICA）稅以及聯邦、州和地方稅。公司有權要求參與者通過向公司支付現金來滿足這些義務。作爲此類現金支付的全部或部分，參與者可以選擇授權公司扣除否則應在受限股票單元獎賞結算時發行的整數普通股，以滿足任何此類稅收義務所需的金額。應扣繳的普通股不得超過根據參與者適用司法管轄區的最高個人法定稅率確定的金額; 前提是，如果必要的話，公司將被允許限制所扣的股份數量爲較少數量，以避免不利的會計後果或爲方便行政操作。任何需要滿足此類義務的普通股份額都應被忽略，應扣除的未支付金額。 |
轉讓限制受限股權單位獎勵不得出售、轉讓、轉讓、抵押、負債、或以其他方式處分（無論是法律行爲還是其他方式），也不得被執行、附加或類似程序約束，除非根據遺囑、繼承和分配法律、委員會批准的受益人指定程序，或根據合格的國內關係命令。儘管前述情況，參與者可以將受限股權單位獎勵轉讓給參與者的配偶或子女中的任何一個或多個，或者建立僅用於參與者配偶或子女利益的信託，或者將其轉讓給僅有參與者配偶或子女的一家或多家合夥企業。對於此條款的目的，"配偶"一詞應包括根據合格的國內關係命令接受轉讓的前配偶，"子女"一詞應包括繼子女、外孫女和領養的子女。除非事先向公司合理通知了此類轉讓，否則任何此類轉讓均無效。任何此類允許的受讓方均應受制於適用於轉讓受限股權單位獎勵的人的所有條款和條件，包括計劃和本協議中規定的條款和條件。任何試圖出售、轉讓、讓與、質押、負債、或以其他方式處分受限股權單位獎勵的行爲，除非按照本第7條的規定進行，否則概不生效。 |
在股票發行之前，沒有股東權利在受限股權單位獎勵的股票歸屬和結算後，該股票實際發行給人之前，任何人都不具有對與受限股權單位獎勵的普通股股份的任何股東權利，且此人僅當受限股權單位獎勵歸屬和結算後併成爲指定普通股的股東登記人時，才成爲有關這些普通股的股東。 |
調整。限制性股票單位獎勵根據計劃的第5.7節進行調整，無需參與者同意。 |
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Interpretation of this Agreement. All decisions and interpretations made by the Committee (or, as applicable, the Board) with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon the Company and the Participant. If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern. |
Discontinuance of Employment. This Agreement shall not give the Participant a right to continued employment with the Company or any parent or subsidiary of the Company, and the Company or any such parent or subsidiary employing the Participant may terminate his/her employment at any time and otherwise deal with the Participant without regard to the effect it may have upon him/her under this Agreement. |
Binding Effect. This Agreement shall be binding in all respects on the heirs, representatives, successors and assigns of the Participant. |
Choice of Law; Jurisdiction. This Agreement is entered into under the laws of the State of Delaware and shall be construed and interpreted thereunder (without regard to its conflict of law principles), provided that Sections 14, 15, 20, 22 and 23 shall be construed and interpreted under the laws of the State of Illinois (without regard to its conflicts of law principles). All disputes under this Agreement shall be heard in the federal and state courts located in Peoria, Illinois. |
Restrictions on Solicitation of Company Employee(s). Participant understands and acknowledges that the Company and its Subsidiaries have expended and continues to expend significant time and expense in recruiting and training its employees and that the loss of employees would cause significant and irreparable harm to the Company and any Subsidiary. |
(a) Solicitation of Company Employee(s) During Participant’s Employment. Unless otherwise prohibited by applicable law, in return for the Restricted Stock Unit Award and by virtue of Participant’s ongoing duty of loyalty to the Company, the Participant – while Participant remains employed by the Company – shall not, directly, indirectly, or through the direction or control of others, solicit, hire, recruit, attempt to hire or recruit, encourage, or induce any employee(s) of the Company or any Subsidiary to terminate their employment with the Company or any Subsidiary (collectively, “Solicitation of Company Employee(s) During Participant’s Employment”), unless Participant’s Solicitation of Company Employee(s) during Participant’s Employment is in the best interest of the Company and prior consent for the Solicitation of Company Employee(s) During Participant’s Employment has been received from an authorized officer of the Company.
(b) Solicitation of Company Employee(s) Following Participant’s Employment. Unless otherwise prohibited by applicable law, in return for the Restricted Stock Unit Award, the Participant – during the twelve (12) month period that immediately follows the Participant’s termination of employment with the Company, regardless of the reason for termination and whether it is initiated by the Participant, the Company or otherwise – shall not, directly, indirectly, or through the direction or control of others, solicit, hire, recruit, attempt to hire or recruit, encourage, or induce any employee(s) of the Company or any Subsidiary whom Participant supervised or with whom Participant directly worked (regardless of whether such individual worked in the same location) during the last two (2) years of Participant’s employment by the Company and/or with respect to whom Participant received confidential employment or background information during the last two (2) years of Participant’s employment by the Company to terminate their employment with the Company or any Subsidiary (collectively, “Solicitation of Company Employee(s) Following Participant’s Employment”), unless Participant’s Solicitation of Company Employee(s) Following Participant’s Employment is in the best interest of the Company and prior consent for the Solicitation of Company Employee(s) Following Participant’s Employment has been received from an authorized officer of the Company. Participant's obligations under this Section 14(b) shall not
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apply to soliciting any individual(s) formerly employed by or who otherwise provided services to the Company or any Subsidiary whose employment was terminated or whose services were disengaged by the Company or any Subsidiary; or to any individual(s) who voluntarily terminated their employment with or ceased providing services to the Company or any Subsidiary at least six (6) months prior to any solicitation by Participant.
(c) Violation(s) of Section 14. If the Participant has received or been entitled to payment of cash, delivery of shares of Common Stock, or a combination thereof pursuant to this Restricted Stock Unit Award within six (6) months before the Participant’s termination of employment with the Company or any Subsidiary, the Committee, in its sole discretion, may require the Participant to return or forfeit the cash and/or shares of Common Stock received with respect to the Restricted Stock Unit Award (or its economic value as of the date of the issuance of shares of Common Stock upon the settlement of the Restricted Stock Unit Award) in the event of any violation(s) of this Section 14. The Committee’s right to require forfeiture must be exercised within ninety (90) days after discovery of such an occurrence but in no event later than fifteen (15) months after the Participant’s termination of employment with the Company or any Subsidiary.
Restrictions on Solicitation of Company Customer(s). Participant understands and acknowledges that because of Participant’s experience with, training by, and relationship to the Employer or any Subsidiary, Participant will have access to and learn about the Company and/or any Subsidiary Confidential Information (defined below), including its or their customer information. It is understood and agreed by Participant that all business relationships and goodwill now existing with respect to the prospects and customers of the Company or any Subsidiary, whether or not created by Participant, and all such relationships and goodwill which may hereafter be created or enhanced during Participant’s employment by the Company or any Subsidiary, at all times shall be considered by the parties as near permanent relationships belonging to the Company and any Subsidiary, and that the loss of any such business relationship or goodwill will cause significant irreparable harm to the Company or any Subsidiary. Accordingly, Participant agrees to the restrictions on solicitation of Company Customer(s) (as defined below) as outlined below in this Section 15. |
(a) Solicitation of Company Customer(s) During Participant’s Employment. Unless otherwise prohibited by applicable law, in return for the Restricted Stock Unit Award and by virtue of Participant’s ongoing duty of loyalty to the Company, the Participant – while Participant remains employed by the Company – shall not, directly or indirectly, solicit or otherwise induce any person or entity engaged in a business relationship with Company, including, but not limited to, any policyholder, or any reinsurer, producer, broker, or other third party business partner of the Company (collectively, “Company Customer(s)”) to: (a) discontinue or diminish its or their relationship with the Company and/or any Subsidiary; (b) conduct with any person or entity other than the Company or any Subsidiary any business that such Company Customer(s) conducts or could conduct with the Company and/or any Subsidiary; or (c) otherwise interfere with or disrupt, or in any manner attempt to interfere with or disrupt, any of the Company's and/or any Subsidiary relationships with Company Customer(s) (collectively, “Solicitation of Company Customer(s) During Participant’s Employment”).
(b) Solicitation of Company Customer(s) Following Participant’s Employment. Unless otherwise prohibited by applicable law, in return for the Restricted Stock Unit Award, the Participant – during the twelve (12) month period that immediately follows the Participant’s termination of employment with the Company, regardless of the reason for termination and whether it is initiated by the Participant, the Company or otherwise – shall not, as proprietor, partner, joint venturer, stockholder, director, officer, trustee, principal, agent, member, consultant, servant, employee, or in any other capacity whatsoever, directly or indirectly, solicit or otherwise induce any Company Customer(s) to: (a) discontinue or diminish its or their relationship with the Company and/or any Subsidiary; (b) conduct with any person or entity other than the Company or any
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Subsidiary any business that such Company Customer(s) conducts or could conduct with the Company and/or any Subsidiary; or (c) otherwise interfere with or disrupt, or in any manner attempt to interfere with or disrupt, any of the Company's and/or any Subsidiary relationships with Company Customer(s) (collectively, “Solicitation of Company Customer(s) Following Participant’s Employment”); provided, however, Participant’s obligations under this Section 15(b) shall apply only to any Company Customer(s) doing business with the Company and/or any Subsidiary at any time during the last twelve (12) months of the Participant’s employment with the Company (or at any time during the Participant’s employment with the Company, if the length of employment is less than twelve (12) months) and either (i) with which Participant had material personal dealings during the last twelve (12) months of the Participant’s employment with the Company (or at any time during the Participant’s employment with the Company, if the length of employment is less than twelve (12) months); (ii) with which someone under Participant's direct supervision had material personal dealings during the last twelve (12) months of the Participant’s employment with the Company (or at any time during the Participant’s employment with the Company, if the length of employment is less than twelve (12) months).; or (iii) about which Participant received Confidential Information, or other information that is not publicly available, by or through their relationship to the Company or any Subsidiary. The Company and any Subsidiary, on the one hand, and Participant, on the other, expressly acknowledge and agree that this Section 15(b) in itself is not intended to, and will not, function as a covenant against competition.
(c)Notwithstanding anything herein to the contrary, the foregoing obligations under Section 15(b) shall not apply to Participant to the extent Participation’s Solicitation of Company Customer(s) Following Participant’s Employment occurs while Participant lives or primarily works within the State of California. In such instance, unless otherwise prohibited by applicable law, in return for the Restricted Stock Unit Award, the Participant – following the Participant’s termination of employment with the Company, regardless of the reason for termination and whether it is initiated by the Participant, the Company or otherwise – shall not, as proprietor, partner, joint venturer, stockholder, director, officer, trustee, principal, agent, member, consultant, servant, employee, or in any other capacity whatsoever, directly or indirectly, (i) unlawfully interfere with ongoing or prospective business relationships of the Company and any Company Customer(s), or (ii) unlawfully utilize or disclose the Company’s trade secrets or other Confidential Information in the Solicitation of Company Customer(s) Following Participant’s Employment.
(d) Violation(s) of Section 15. If the Participant has received or been entitled to payment of cash, delivery of shares of Common Stock, or a combination thereof pursuant to this Restricted Stock Unit Award within six (6) months before the Participant’s termination of employment with the Company or any Subsidiary, the Committee, in its sole discretion, may require the Participant to return or forfeit the cash and/or shares of Common Stock received with respect to the Restricted Stock Unit Award (or its economic value as of the date of the issuance of Shares upon the settlement of the Restricted Stock Unit Award) in the event of any violation(s) of this Section 15. The Committee’s right to require forfeiture must be exercised within ninety (90) days after discovery of such an occurrence but in no event later than fifteen (15) months after the Participant’s termination of employment with the Company or any Subsidiary.
Change in Control. the event of a Change in Control, the Committee shall take one of the actions described in Sections 16(a) or (b). |
(a) Substitution. If the Change in Control is a merger, consolidation or statutory share exchange, the Committee may make appropriate provision for the replacement of the Restricted Stock Unit Award by the substitution of an award relating to the stock of the corporation surviving any merger or consolidation with substantially similar terms and conditions (or, if appropriate, an award relating to the stock of the parent corporation of the Company or such surviving corporation), provided such award preserves the full economic value of the Award (to the extent permitted under
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Section 409A of the Code) and provides for full vesting of the award in the event the Participant experiences a Qualifying Termination; provided that if the Company continues to be a publicly traded corporation immediately after a Change in Control, the Committee may provide for the Restricted Stock Unit Award to continue in effect in accordance with its terms, in which case the Restricted Stock Unit Award shall become fully vested in the event the Participant experiences a Qualifying Termination.
(b) Acceleration of Vesting and Payment of Awards. The Committee may declare, and provide written notice to the Participant of the declaration, that the Restricted Stock Unit Award, whether or not then vested, shall be cancelled at the time of, or immediately before the occurrence of, the Change in Control in exchange for payment to the Participant, within ten (10) days after the Change in Control, of cash equal to, for each Restricted Stock Unit covered by the canceled Restricted Stock Unit Award, an amount equal to the Fair Market Value per share of Common Stock; provided, however, that if the Restricted Stock Unit Award is deferred compensation, within the meaning of Section 409A of the Code, and the Change in Control is not a “change in control event,” within the meaning of Section 409A of the Code, the Restricted Stock Unit Award shall become immediately vested upon the Change in Control, but the cash payment pursuant to this Section 16(b) shall be made in accordance with Section 5 of this Agreement.
Amendment. Subject to the terms of the Plan, the Committee may amend the terms and conditions of this Agreement. Amendments to the Agreement may be unilaterally made by the Company (with the approval of the Committee) unless such amendments are deemed by the Committee to materially impair the rights of the Participant and not required as a matter of law. |
Section 409A. This Agreement is intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Code, and shall be limited, construed and interpreted in accordance with such intent. Although the Company does not guarantee any particular tax treatment, to the extent that the Restricted Stock Unit Award is subject to Section 409A of the Code, it shall be paid in a manner that is intended to comply with Section 409A of the Code, including regulations and any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. Notwithstanding anything in the Plan or this Agreement to the contrary, the Participant shall be solely responsible for the tax consequences of the Restricted Stock Unit Award, and in no event shall the Company have any responsibility or liability if the Restricted Stock Unit Award does not meet any applicable requirements of Section 409A of the Code. Although the Company intends to administer the Plan to prevent taxation under Section 409A of the Code, the Company does not represent or warrant that the Plan or the Restricted Stock Unit Award complies with Section 409A or any other provision of federal, state, local or other tax law. To the extent any amounts under this Agreement are payable by reference to the Participant’s termination of employment, such term shall be deemed to refer to the Participant’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, if the Participant is a “specified employee,” as defined in Section 409A of the Code, as of the date of Participant’s separation from service, then to the extent any amount payable to the Participant (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon any separation from service within the meaning of Section 409A of the Code and (iii) under the terms of this Agreement would be payable prior to the first day of the seventh month following the Participant’s separation from service, such payment shall be delayed until the earlier to occur of (a) the first business day following the six-month anniversary of the separation from service and (b) the date of the Participant’s death. |
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Participant further understands and acknowledges that this Confidential Information and the Company’s ability to reserve it for the exclusive knowledge and use of the Company and any Subsidiary is of great competitive importance and commercial value to the Company, and that improper use or disclosure of the Confidential Information by Participant will cause irreparable harm to the Company, for which remedies at law will not be adequate, and may also cause the Company to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties, and civil damages. Participant acknowledges and agrees that Participant, shall not, without the express prior written consent of an authorized officer of the Company, directly or indirectly use, disclose, communicate, publish, copy, or make available any Confidential Information, including any work in which the Participant may have been engaged on behalf of the Company, to any person, firm, corporation, association or other entity, for any reason or purpose whatsoever, except as required in the performance of Participant’s authorized employment duties to the Company. At the conclusion of employment with the Company, the Participant is required to return or destroy all Company documents and records in his or her possession or control, including those containing Confidential Information. The Participant further
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acknowledges that Participant’s obligations to maintain and protect Confidential Information pursuant to this Agreement, the Company’s Confidential Information Protection Policy, the Company’s Code of Conduct, and any additional confidentiality policy and/or agreement governing Participant’s use/disclosure of confidential information, will continue after Participant’s employment termination date. However, unless otherwise prohibited by applicable law, Participant’s nondisclosure obligation shall extend for three (3) years after Participant’s employment termination date as to Confidential Information that does not qualify as a trade secret or is not otherwise protected under applicable law; trade secret information shall be protected from disclosure as long as the information at issue continues to qualify as a trade secret.
(c) Violation(s) of Section 20. If the Participant has received or been entitled to payment of cash, delivery of shares of Common Stock, or a combination thereof pursuant to this Restricted Stock Unit Award within six (6) months before the Participant’s termination of employment with the Company or any Subsidiary, the Committee, in its sole discretion, may require the Participant to return or forfeit the cash and/or shares of Common Stock received with respect to the Restricted Stock Unit Award (or its economic value as of the date of the issuance of shares of Common Stock upon the settlement of the Restricted Stock Unit Award) in the event of any violation(s) of this Section 20. The Committee’s right to require forfeiture must be exercised within ninety (90) days after discovery of such an occurrence but in no event later than fifteen (15) months after the Participant’s termination of employment with the Company or any Subsidiary.
Consideration. Participant acknowledges that the Restricted Stock Unit Award provided pursuant to this Agreement is in exchange for the promises made in this Agreement, including the confidentiality and non-solicitation obligations. Participant agrees that the Company has business interests which are legitimately in need of the protections provided for herein. |
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showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company, at law and equity.
Survival; Third Party Beneficiaries. Participant’s obligations under Sections 14, 15, and 20 of this Agreement will continue in effect after the termination of Participant’s employment, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary. Participant’s obligations under this Agreement will be binding upon Participant’s heirs, executors, assigns, and administrators and will inure to the benefit of each Affiliate of the Company and their respective subsidiaries, successors, and assigns. Each Affiliate of the Company that is not a signatory hereto shall be a third-party beneficiary of Employee’s representations and covenants hereunder and shall be entitled to enforce this Agreement as if a party hereto. |
Modification. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby, and said illegal or invalid part, term, or provision shall be deemed not be a part of this Agreement. The parties expressly empower a court of competent jurisdiction to modify any term or provision of this Agreement to the extent necessary to comply with existing law and to enforce the Agreement as modified. |
Advice of Counsel. Certain statutes and/or other regulations require that Participant be provided with an opportunity to consult with an attorney before signing this Agreement. Participant acknowledges that they have been given at least fourteen (14) calendar days from the time they receive this Agreement to consider whether to sign this Agreement. |
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The Participant and the Company have executed this Agreement as of ###TODAY’S DATE AND TIME OF ACCEPTANCE###.
RLI Corp.
By____________________________________
Name____________________________________
Title____________________________________
I, ###PARTICIPANT_NAME###, by clicking on the “Accept” button below do hereby electronically accept the Restricted Stock Unit Award (“Award”) as of today’s date and agree to the terms and conditions set forth in the Restricted Stock Unit Award Agreement included above.
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