展品10.2

rli保險。

2023年長期激勵計劃

股票期權協議

(2024年5月1日協議形式)

參與者姓名:
普通股份數覆蓋的數量：	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。
每股普通股的行權價格：	到期日：
行權時間表（累積）：實際歸屬日期及相應股份如下所示：
日期可行權性 [授予日期後一年] [授予日期後兩年] [授予日期後三年] [授予日期後四年] [授予日期後五年]	股份的數量期權實行的股份數量 [20%] [20%] [20%] [20%] [20%]

自上述指定的「授予日期」起生效， rli保險，一家特拉華州的公司（以下簡稱“公司向上述個人（「受益人」）授予上述股票選擇權參與者每股普通股的行使價格上述（「每股普通股的行使價格」）選項本期權將受本股票選擇權協議（「本協議」）和協議RLI Corp. 2023長期激勵計劃（「RLI Corp. 2023長期激勵計劃」）中規定的條款和條件約束 RLI Corp. 2023長期激勵計劃（「RLI Corp. 2023長期激勵計劃」）401(k)計劃的僱主貢獻”在協議條款和計劃之間發生衝突時，應以計劃條款爲準。未定義但使用的大寫術語應具有計劃中賦予的含義。

背景

A.公司維護該計劃 (i) 就調整公司的利益股東們和頁面。通過增加這些獲獎者在公司成長和成功中的所有權，來獎勵計劃下的獎勵對象(i)，通過吸引和留住公司的高級管理人員、其他僱員、非僱員董事、顧問和獨立承包商來促進公司的利益(ii)，並(3)激勵這些人爲公司及其股東的長期最佳利益而採取行動.

B.根據該計劃人力資本與薪酬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”) 管理該計劃並有權判斷獎勵根據計劃授予或委託特定人員授予一定的獎勵權威.

C.董事會或其受託人已經確定參與者有資格根據計劃獲得獎勵，形式爲選項.

D.公司特此根據以下條款與條件授予參與者選擇權：

條款和條件

1.	授予。參與者被授予選擇權，以購買本協議開頭規定的普通股數量爲目標。

2.	行使價格。每股普通股的購買價格將是本協議開頭規定的普通股行權價格（該價格不得低於普通股在授予日的公允市場價的100%）。

3.	非合格期權。該選擇權不打算並且不是「激勵股票期權」（根據1986年修訂的《內部收入法典》第422條的規定）代碼因此，該選擇權不符合其中規定的稅收待遇。該選擇權爲計劃的非合格股票期權。

4.	練習計劃該選擇權將根據本協議開頭所述的行權計劃，在每年從授予日期起的五年內使得普通股選擇權下的普通股的百分之二十（20%）的部分變爲實用並可行使。行權計劃將進行累積；因此，只要該選擇權尚未行使且尚未到期、終止或被取消，根據本處規定有權行使該選擇權的參與者或其他有權行使普通股選擇權的人可隨時，並不時，購買行權計劃下當時可購買的所有或任何部分整支普通股。

儘管前述或本協議的任何其他規定，根據公司當時有效的公司內部交易政策，參與者在公司安靜期間期間不能行使該選擇權的所有或任何部分（以任何方式）。

如果該選擇權在此之前未到期，根據本協議第8條描述的情況，也可以在全額行使（不考慮行權計劃）該選擇權。

5.	有效期該選擇權應在本協議開頭規定的「到期日」中央時間下午5:00到期。無論本協議的任何其他規定，任何人均不得在選擇權到期後行使該選擇權的全部或部分。

6.	行使期權的程序.

（a）行使通知公司與Solium Capital合作，利用Solium的基於網絡的應用程序Shareworks by 摩根士丹利®來管理和執行其長期激勵計劃。該期權可通過在公司的Shareworks by 摩根士丹利®網站上發起行使來實現， https://rli.solium.com或者通過將行使通知書遞交給公司的首席執行官辦公室，抄送公司秘書或其他指定的公司僱員或代表。通知必須書面，並聲明授予日期以及將行使的常股整股數。如果行使期權的人不是參與者，則他/她還必須提交能令委員會自行決定認可的相關證據，證明其有權行使該期權。

（b）支付要約在根據本條行使權利的通知後，參與者應通過以下一種或多種方式進行付款以購買所購買的普通股股票的購買價格：

(i)購買。現金（包括支票支付給公司、電匯、銀行匯票或匯款支票）；

(ii)通過向由公司指定的通過摩根士丹利的Shareworks進行經紀人協助無現金行權指示的行使通知，以賣出在行使期權產生的普通股股票並將所得銷售款支付給公司以支付行使價格和稅金，並將淨現金和/或股票支付給參與者；或

(iii) 淨行權。通過指示公司扣減在行使日期確定的具有不超過或等於股票購買價格的公允市場價值的整數股，以及任何適用的扣繳稅款根據本協議第6(d)節的規定；提供該行使方式只能用於向參與者交付淨股份，除了提供現金以代替零股之外，不得提供任何現金補償。

儘管上述情況，如果委員會自行決定，在其唯一的自主裁定中確定以這種方式支付可能對公司產生不利稅收或財務會計後果，則不允許參與者使用股份支付任何購買價格的一部分，儘管是通過經紀人協助的無現金行權或淨行權。

(d) 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。參與者有責任支付與期權有關的應當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這些稅款。參與者特此授權公司及任何子公司從應付給參與者的任何款項中扣除任何有必要在期權相關的扣繳或支付稅款，包括社會安全和醫藥保險（FICA）稅以及聯邦、州和地方稅款。公司有權要求參與者通過向公司支付現金款項來滿足此類義務。參與者可以選擇授權公司扣減應對期權結算時否則將要發行的普通股股票的整數股，以滿足任何此類納稅義務所需的金額。被扣減的普通股股票的總公允市值不得超過適用於參與者所在司法管轄區的最高個人法定稅率所確定的金額；但公司得准許將被扣減的股份數量限制爲較少數量，如果需要的話，根據委員會的判斷，以避免不利的會計後果或出於行政方便。任何用於滿足這類義務的零股份的普通股將被忽略，應扣減的餘額將被扣減。

(d) 交付證書在公司收到通知書和全額購買價格以及支付適用稅款後儘快交付給行使選擇權的人，以該人名義交付代表被購買的普通股的證書或證書；但是，公司可以以記賬電子形式交付普通股。公司應支付與發行或轉讓普通股有關的任何原始發行或過戶稅款以及與之相關的所有費用和支出。發行的所有普通股均應爲全額支付並且無需進一步評定。儘管本協議中有任何相反內容，但在不違背本協議的前提下，除非發放此類證書符合所有適用法律要求，包括但不限於遵守適用州級證券法、1933年聯邦證券法和1934年證券交易法以及相關規定的規定，否則將不發放和交付計劃下可分配的普通股的證書；公司還可能要求任何此類證書均附着註明該持有人非按照經修正的1933年證券法及其附屬規定的要求轉讓或出售。

Termination of Employment. The Option may be exercised at any time prior to the Expiration Date only while the Participant remains employed with the Company or a parent or subsidiary thereof, and only if the Participant has been continuously so employed since the date the Option was granted; provided that:

(a)Except as otherwise provided below, the Option may be exercised for three months after termination of the Participant’s employment, but only to the extent that it was exercisable immediately prior to termination of employment; provided that if the Participant dies within such three-month period, the Option may be exercised until the first anniversary of the Participant’s termination of employment;

(b)The Option may be exercised for one year after termination of the Participant’s employment if such termination is because of death of the Participant;

(c)The Option may be exercised for three years after the date of Participant’s termination of employment if such termination of employment is because of the Participant’s Disability;

(d)The Option may be exercised for three years after termination of the Participant’s employment if such termination is because of the Participant’s Retirement; and

(e)The Option may be exercised at any time prior to the expiration of the Option pursuant to Section 5 of this Agreement if such termination is because of the Participant’s Qualifying Termination (pursuant to Section 18(a) of the Agreement).

Notwithstanding the above, in no event will any Option be exercisable at any time after the Expiration Date. When an Option is no longer exercisable, it shall be deemed to have lapsed or terminated. The Company has no duty to inform Participant of the imminent expiration of the Option. The Option will expire as provided in this Section 7 and the term of the Option will not be extended, even if the Option expires during a period when the Option is unexercisable (i.e., during a “quiet period” or on a date on which the NYSE is closed for trading).

Termination for Cause. Notwithstanding the foregoing, the Option shall terminate immediately if Participant is notified that Participant’s employment is being terminated or has been terminated for Cause. Participant's termination shall be deemed to have been for Cause if, before or after such termination, facts and circumstances are discovered that would have justified a termination for Cause.

Acceleration of Vesting. In the event of the death, Disability, Retirement or Qualifying Termination of the Participant, any portion of the Option that has not expired or otherwise been terminated and was not previously exercisable shall become immediately exercisable in full if the Participant shall have been continuously employed by the Company or a parent or subsidiary thereof between the date the Option was granted and the date of such Disability, Retirement or Qualifying Termination.

Limitation on Transfer. During the lifetime of the Participant, only the Participant or his/her guardian or legal representative may exercise the Option. The Option may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process otherwise than by will, the laws of descent and distribution, pursuant to beneficiary designation procedures approved by the Committee, or pursuant to a qualified domestic relations order. Notwithstanding the foregoing, the Participant may transfer the Option, without payment or consideration from the transferee, (a) to any one or more of the Participant’s spouse or issue, (b) to one or more trusts established solely for the benefit of the Participant’s spouse or issue or (c) to one or more partnerships in which the only partners are the Participant’s spouse or issue. For purpose of this provision, the term “spouse” shall include a former spouse who receives a transfer pursuant to a qualified domestic relations order, and the term issue shall include stepchildren, step-grandchildren and adopted children. No such transfer

shall be effective unless reasonable prior notice thereof is delivered to the Company. Any such permitted transferee shall be subject to all of the terms and conditions applicable to the person transferring the Option including the terms and conditions set forth in the Plan and this Agreement. Any attempt to sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Option other than in accordance with this Section 9 shall be null and void.

10.

No Stockholder Rights Before Exercise. No person shall have any of the rights of a stockholder of the Company with respect to any share of Common Stock subject to the Option unless and until the share of Common Stock actually is issued to him/her upon valid exercise of the Option and such person becomes a stockholder of record with respect to such shares of Common Stock.

11.	Adjustment. The Option is subject to adjustment, without the consent of the Participant, pursuant to Section 5.7 of the Plan.

12.

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.

13.

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.

14.	Binding Effect. This Agreement shall be binding in all respects on the heirs, representatives, successors and assigns of the Participant.

15.

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 16, 17, 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.

16.

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 this Option grant 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 this Option grant, 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 individuals 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 16(b) shall not 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 16. If Participant has received or been entitled to payment of cash, delivery of shares of Common Stock, or a combination thereof pursuant to this Option grant 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 Participant to return or forfeit the cash and/or shares of Common Stock received with respect to the Option (or its economic value as of the date of the exercise of Option) in the event of a violation of this Section 16. 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 Participant’s termination of employment with the Company or any Subsidiary.

17.

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 any Subsidiary's 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 and 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 17.

(a) Solicitation of Company Customer(s) During Participant’s Employment. Unless otherwise prohibited by applicable law, in return for this Option grant 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 this Option grant, 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 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’s relationships with Company Customer(s) (collectively, “Solicitation of Company Customer(s) Following Participant’s Employment”); provided, however, Participant’s obligations under this Section 17(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 17(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 17(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 17. If Participant has received or been entitled to payment of cash, delivery of shares of Common Stock, or a combination thereof pursuant to this Option grant 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 Participant to return or forfeit the cash and/or shares of Common Stock received with respect to the Option (or its economic value as of the date of the exercise of Option) in the event of a violation of this Section 17. 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 Participant’s termination of employment with the Company or any Subsidiary.

18.	Change in Control. In the event of a Change in Control, the Committee shall take one of the actions described in Sections 18(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 Option by the substitution of an option to purchase stock of the corporation surviving any merger or consolidation

with substantially similar terms and conditions (or, if appropriate, an option to purchase stock of the parent corporation of the Company or such surviving corporation), provided such option preserves the full economic value of the Option (to the extent permitted under Code Section 409A, or, if applicable, the stock rights exemption from Code Section 409A) and provides for full vesting of the option in the event 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 Option to continue in effect in accordance with its terms, in which case the Option shall become fully vested in the event Participant experiences a Qualifying Termination.

(b) Acceleration of Vesting and Payment of Awards. At least ten days before the occurrence of the Change in Control, the Committee may declare, and provide written notice to Participant of the declaration that the Option, whether or not then exercisable, shall be cancelled at the time of, or immediately before the occurrence of, the Change in Control in exchange for payment to Participant, within ten (10) days after the Change in Control of cash equal to, for each share of Common Stock covered by the canceled Option, the amount, if any, by which the Fair Market Value per share of Common Stock exceeds the purchase price per share of Common Stock covered by the Option. Alternatively, at least ten days before the occurrence of the Change in Control, the Committee may cause the Option to become immediately become exercisable in full and Participant shall have the right, during the period preceding the time of cancellation of the Option, to exercise the Option as to all or any part of the shares of Common Stock covered thereby in whole or in part. In the event the Committee takes the actions contemplated by the preceding sentence, to the extent the Option shall not have been exercised before the Change in Control, the Option shall be cancelled at the time of, or immediately before, the Change in Control.

19.

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 be materially impair the rights of Participant and not required as a matter of law.

20.	Confidential Information.

(a)Restrictions on Use/Disclosure of 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, the Participant understands and acknowledges that during the course of employment by the Company, Participant will have access to and learn about confidential, secret, and proprietary documents, materials, data, and other information, in tangible and intangible form, of and relating to the Company and any Subsidiary, and the foregoing’s businesses and existing and prospective customers, suppliers, and other associated third parties ("Confidential Information"). The parties specifically recognize that the Company’s Confidential Information includes, without limitation: (i) business/financial information (preliminary financial results that have not been made available to the public, investment information; financial data, budgets, and projections; the terms and conditions of contracts and the existence of other actual or potential relationships between the Company and other persons or entities); (ii) strategies and plans (strategic plans; marketing plans and data; business development plans and objectives; and management reports); (iii) personal information (employee information; personally-identifiable information concerning any person – such as address, date of birth, social security number, etc. – that can be used to identify, contact, or locate a person; and medical or health information concerning any person); (iv) underwriting/claims information (the identity of RLI’s agents, brokers, insureds, or customers; the types of policies or bonds sold through a particular agency or producer; claims, loss history, reserves, litigation plans and similar or related information; policy forms and other forms or agreements created or used by the Company; underwriting guidelines or requirements, forms, templates, training and support materials; rates, rate manuals, and commissions); and (v) other confidential information (information related to the Company’s cyber security measures, attorney-client privileged information, software code, and any other information that has not been made public by RLI). For purposes of this Agreement, Confidential Information shall not include

any information that (i) is or becomes generally available to the public other than as a result of a disclosure or wrongful act of Employee or any of Employee’s agents; (ii) was available to Employee on a non-confidential basis before its disclosure by a member of the Company Group; or (iii) becomes available to Employee on a non-confidential basis from a source other than a member of the Company Group; provided, however, that such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality to, a member of the Company Group.

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 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.

(b)Exceptions to Confidentiality Obligations. Notwithstanding, the foregoing, nothing in this Agreement shall prohibit or restrict Participant from lawfully: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by, any governmental authority regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to Participant from any such governmental authority; (iii) testifying, participating or otherwise assisting in any action or proceeding by any such governmental authority relating to a possible violation of law; (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law ; or (v) discussing or disclosing information about unlawful acts in the workplace, such as harassment, discrimination, retaliation, or any other conduct that Participant has reason to believe is unlawful. Additionally, as provided by the Federal Defend Trade Secrets Act, Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; (ii) to the individual’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(c) Violation(s) of Section 20. If Participant has received or been entitled to payment of cash, delivery of shares of Common Stock, or a combination thereof pursuant to this Option grant 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 Participant to return or forfeit the cash

and/or shares of Common Stock received with respect to the Option (or its economic value as of the date of the exercise of Option) in the event of a violation 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 Participant’s termination of employment with the Company or any Subsidiary.

21.

Consideration. Participant acknowledges that the Option 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.

22.

Specific Performance. Because of the difficulty of measuring economic losses to the Company as a result of a breach or threatened breach of the covenants set forth in Sections 16, 17 and 20 of this Agreement, and because of the immediate and irreparable damage that would be caused to the Company for which it would have no other adequate remedy, the Company shall be entitled to enforce the foregoing covenants in the event of a breach or threatened breach, by injunctions and restraining orders from any arbitrator or court of competent jurisdiction, without the necessity of 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.

23.

Survival; Third Party Beneficiaries. Participant’s obligations under Sections 16, 17, 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 Subsidiary of the Company and their respective subsidiaries, successors, and assigns. Each Subsidiary 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.

24.

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.

25.

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, including the covenants not to solicit in Section 16-17. 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.

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 Stock Option Award (“Award”) as of today’s date and agree to the terms and conditions set forth in the Stock Option Agreement included above.