展品10.3
参与者姓名: | |
受限股票单位数目： | 所有授予的股票单位结算完成的日期。如果您的服务提前终止（如单位协议所述），该限制性股票单位则提前到期。 |
限制期： 实际归属日期及对应的受限股票 包含以下单元： | |
授予日期 [授予日期加三年] | 成熟单位的百分比 [100%] |
根据上文指定的“授予日期”起效， rli保险，一家特拉华州的公司（以下简称“公司）向上述个人（以下简称“参与者”）授予受限制的股票单位（“受限股票，除非参与者对根据2018年计划授予的受限股票进行第83（b）条款选举（如下所述），否则在授予该奖项时，接收此类奖励的参与者将不会认可美国应税普通收入，同时我们将不会被允许在此类奖项授予时认可扣减款项。当一项奖励保持未获豁免或其他实质性风险失去之状态时，参与者将认可股息的数量作为报酬所认可的收入，我们将允许扣除相同的金额。当奖项获得豁免或不再存在重大风险失去之时，公允价值溢价将被认可为参与者的普通收入，并且将以我们的联邦所得税的目的表明为扣减。根据有关规定，股票被处分所获得的利润或损失将被视为资本收益或资本损失，资本收益或损失是根据参与者从认购股票或解除实质性风险失去之日期算起持有该股票的时间而定的，如果持有期超过一年，则将是长期或短期的。 单位每份rli保险普通股票，面值为0.01美元，代表公司的一份股份，在本限制性股票单位协议（“普通股”）规定的时间和条件下，以及协议”和 rli保险2023年长期激励计划（“401(k)计划的雇主贡献”）。在协议条款与计划条款之间存在冲突的情况下，以计划条款为准。在计划中使用但未定义的大写字母开多将解释为计划中所指定的含义。
A.公司为了使公司股东和计划受益人的利益保持一致，通过增加这些受益人在公司增长和成功中的所有权利益，来维持计划(i)，(ii)通过吸引和留住高级管理人员、其他员工、非员工董事、顾问和独立承包商，促进公司的利益，(iii)激励这些人长期着眼于公司及其股东的最佳利益。
B.根据该计划，公司董事会的人力资本与薪酬委员会 (“本登记声明”) 由特立软件股份有限公司，一家德拉华州股份公司 (以下简称为“本公司”) 提交，目的是为了注册其额外的7,184,563股A类普通股，每股面值$0.0001 (以下简称为“A类普通股”), 以及在特立软件股份有限公司 2022年股权激励计划下可发行股份的1,436,911股A类普通股，注(下文简称为“A类普通股”)。委员会”) 管理计划，并有权判断计划下授予的奖励 在计划下授予 或委托特定人员授权进行某些奖励的判断.
格兰特。根据本协议开头规定的限制性股票单位的数量，参与者将获得限制性股票单位奖励。 |
限制期限。受限制性股票单位奖励约束的限制性股票单位的百分之百（100％）将在本协议开头规定的授予之日起三周年之日归属，前提是参与者在该周年日之前继续受雇于公司或其母公司或子公司。 |
在本协议第 3 节所述的情况下，限制性股票单位也应全部归属（不管归属时间表如何），如果在本协议第 16 节符合条件的终止，则限制性股票单位在本协议之前未被没收。除非本协议第3或16节另有规定，否则如果参与者在授予之日三周年之前终止在公司或其母公司或子公司的工作，则限制性股票单位将被全部没收。
股息等价物. 截至公司向普通股的登记所有者支付现金分红的每个日期（a”分红日期”），受限制性股票单位奖励的限制性股票单位的数量应增加（i）受限制性股票单位奖励的限制性股票单位总数的乘积乘以在该股息日前夕根据本协议第5节（反映在公司过户代理人的记录中）向参与者发行的普通股的美元金额乘以每股普通股现金股息的美元金额乘以每股普通股现金股息的美元金额该股息日的公司，除以 (ii) 公平交易会该股息日的市值，向下四舍五入至最接近的整数；前提是任何部分股份均应以现金支付给参与者，并首先包含在参与者的任何适用的联邦预扣税中。任何此类额外限制性股票单位应遵守与其相关的限制性股票单位相同的归属条件和付款条款。 |
证书的交付. 根据公司制定的递延薪酬计划和经修订的1986年《美国国税法》第409A条推迟的除外（”代码”），在根据第 2 条或第 3 节归属之日后，公司应尽快但不超过 30 天，以参与者或其受益人的名义向参与者或其受益人交付一份或多份代表普通股数量的证书，这些普通股的数量等于受限制性股票单位奖励的限制性股票单位的数量（包括根据本协议第 4 条规定的任何股息等价物）根据本协议第 2 节或第 3 节归属；但是，前提是公司可以以账面记录的形式以电子方式交付普通股。公司应缴纳与普通股发行或转让相关的任何原始发行税或转让税，以及由此产生的所有费用和开支。全部 |
2
发行的普通股应当是足额支付的，并且是无需额外征收的。不管本协议中的任何相反规定，除非发行该证书符合所有适用法律要求，包括但不限于遵守适用州证券法、1933年联邦证券法和1934年证券交易法及相关条例，否则不应该发放普通股补偿计划下可分配的普通股证书，公司可能进一步要求任何这种证书都应标明一个标签，表明持有人的出售、转让或其他处置行为除符合1933年证券法及其修订案和相关规定外都是被禁止的。
都需代扣税款。作为行使期权的条件，参与者应进行相关安排，以满足与行使相关的任何联邦、州、地方或外国代扣税款义务，同时，参与者还应进行适当的安排，以满足与行使通过行使期权获得的股票处理相关的任何联邦、州、地方或外国代扣税款义务。. 参与者应负责支付与受限股票单元奖赏有关的必须扣缴或支付的任何联邦、州、地方或其他税款，并且参与者必须及时支付给公司任何此类税款。参与者特此授权公司和任何子公司从应支付给参与者的任何款项中扣除在受限股票单元奖赏中必须扣缴或支付的任何税款，包括社会安全金和医疗保险（FICA）税以及联邦、州和地方税。公司有权要求参与者通过向公司支付现金来满足这些义务。作为此类现金支付的全部或部分，参与者可以选择授权公司扣除否则应在受限股票单元奖赏结算时发行的整数普通股，以满足任何此类税收义务所需的金额。应扣缴的普通股不得超过根据参与者适用司法管辖区的最高个人法定税率确定的金额; 前提是，如果必要的话，公司将被允许限制所扣的股份数量为较少数量，以避免不利的会计后果或为方便行政操作。任何需要满足此类义务的普通股份额都应被忽略，应扣除的未支付金额。 |
转让限制受限股权单位奖励不得出售、转让、转让、抵押、负债、或以其他方式处分（无论是法律行为还是其他方式），也不得被执行、附加或类似程序约束，除非根据遗嘱、继承和分配法律、委员会批准的受益人指定程序，或根据合格的国内关系命令。尽管前述情况，参与者可以将受限股权单位奖励转让给参与者的配偶或子女中的任何一个或多个，或者建立仅用于参与者配偶或子女利益的信托，或者将其转让给仅有参与者配偶或子女的一家或多家合伙企业。对于此条款的目的，"配偶"一词应包括根据合格的国内关系命令接受转让的前配偶，"子女"一词应包括继子女、外孙女和领养的子女。除非事先向公司合理通知了此类转让，否则任何此类转让均无效。任何此类允许的受让方均应受制于适用于转让受限股权单位奖励的人的所有条款和条件，包括计划和本协议中规定的条款和条件。任何试图出售、转让、让与、质押、负债、或以其他方式处分受限股权单位奖励的行为，除非按照本第7条的规定进行，否则概不生效。 |
在股票发行之前，没有股东权利在受限股权单位奖励的股票归属和结算后，该股票实际发行给人之前，任何人都不具有对与受限股权单位奖励的普通股股份的任何股东权利，且此人仅当受限股权单位奖励归属和结算后并成为指定普通股的股东登记人时，才成为有关这些普通股的股东。 |
调整。限制性股票单位奖励根据计划的第5.7节进行调整，无需参与者同意。 |
3
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
4
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
5
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
6
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. |
7
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
8
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. |
9
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. |
10
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.
11