Common use of Termination of Service Clause in Contracts

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation of a general release of claims in the form attached hereto as Exhibit C (the “Release”) and continued compliance with the Restrictive Covenants (as defined below) through the effective date of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following the termination date, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in law. (c) If Participant experiences a termination of Service for any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares on or prior to the date of such termination of Service (including any Earned Restricted Shares) automatically will be forfeited and terminated as of the termination date without consideration therefor.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the Option Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if Company due to the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period Option Holder’s death or Permanent Disability (as defined in Exhibit B) but prior the Company’s Incentive Compensation Plan on the date hereof), the Option, to the filing extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not, without the written consent of the Company’s Annual Report , engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than (i) serving on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing board of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s directors (or Participant’s estate’ssimilar governing body) timely executionof another company or (ii) serving as a consultant for no more than 26 weeks per calendar year providing services that do not, delivery and non-revocation in whole or in part, relate to the business or operations of a general release of claims in the form attached hereto as Exhibit C an insurance or reinsurance company (the “ReleaseCompetitive Activity”) and continued compliance with shall continue to be exercisable by the Restrictive Covenants Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) through due to termination (A) by the effective date Company not for Cause or (B) by the Option Holder for Good Reason (as defined below), in either case, on or before the second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe Option, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in law. (c) If Participant experiences be exercisable by the Option Holder for a termination period of Service for any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares on or prior to the date of 90 days following such termination of Service employment (including but not beyond the Option Period). “Good Reason” means, without the Employee’s written consent, (a) the material diminution of any Earned Restricted Shares) automatically will be forfeited and terminated as material duties or responsibilities of the termination date Employee without consideration thereforthe same being corrected within thirty (30) days after being given written notice thereof; or (b) a material reduction in the Employee’s Base Salary without the same being corrected within thirty (30) days after being given written notice thereof.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the Option Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if Company due to the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period Option Holder’s death or Permanent Disability (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report Incentive Compensation Plan on Form 10-K for the Adjusted EBITDA Performance Perioddate hereof), the Restricted Shares Option, to the extent not already exercisable in full, shall remain outstanding become immediately exercisable in full and eligible shall continue to vest and become Vested Shares upon be exercisable by the filing Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such Annual Report on Form 10-K if termination of employment (but not beyond the Adjusted EBITDA Goal is achievedOption Period). 2. In the event of termination of employment (b) The treatment other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in Section 2.3(a)(iparagraphs (j)(1) is subject or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to and conditioned upon Participant’s become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or Participant’s estate’ssimilar governing body) timely execution, delivery and non-revocation of another company or as a general release of claims in the form attached hereto as Exhibit C consultant for no more than 26 weeks per calendar year (the “ReleaseCompetitive Activity”) and continued compliance with shall continue to be exercisable by the Restrictive Covenants Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) through due to termination (A) by the effective date Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, as of __, between the Option Holder and the Company), in either case, on or before the second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe Option, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in lawbe exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). (c) If Participant experiences 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of Service the Option Holder’s employment by the Company for any reason other than a Qualifying TerminationCause, all Restricted Shares that have not become Vested Shares on or prior (A) the Option, to the date of such extent then exercisable, may be exercised for 90 days following termination of Service employment (including any Earned Restricted Sharesbut not beyond the Option Period) automatically will and (B) the Option, to the extent then not exercisable, shall be forfeited and terminated as immediately forfeited. 5. In the event of a termination of the termination date without consideration thereforOption Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. (a) If Participant experiences a Qualifying TerminationSCPIE Management may terminate this Agreement at any time, then with or without cause, by giving 60 days' written notice to Executive. In the event of such termination under this paragraph 3(a), SCPIE Management shall be under no obligation except to pay to Executive his accrued and unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation, plus either (i) any Restricted Shares that are Earned Restricted Shares as in the event this Agreement is so terminated on or prior to December 31, 2000, additional compensation equal to the amount payable to Executive hereunder for two years at the rate in effect under paragraph 2(a) hereof at the date of such termination, or (ii) in the event this Agreement is so terminated after December 31, 2000, additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof at the date of such termination. Such amount (if any) payable under this paragraph 3(a) shall be payable between the 60th day after the date of such termination and the 30th day after the first anniversary of the date of such Qualifying Termination will vest and | become Vested Shares termination in such installments as Executive shall specify by written notice given to SCPIE Management within ten days after the date of such termination termination; provided, however, that if Executive does not give such written notice within said ten-day period, such amount (if any) payable under this paragraph 3(a) shall be payable in full on the 60th day after the date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achievedtermination. (b) The treatment set forth in Section 2.3(a)(i) is subject This Agreement also shall be terminated by the death of Executive. In the event of the death of Executive during the term of this Agreement, SCPIE Management shall be under no obligation except to pay to the Executive's personal representative the Executive's accrued but unpaid prorated compensation up to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation of a general release of claims in including the form attached hereto as Exhibit C (the “Release”) and continued compliance with the Restrictive Covenants (as defined below) through the effective date of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following the termination datehis death, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in lawincluding earned but unused vacation. (c) If Participant experiences a termination of Service for any reason other than a Qualifying TerminationThis Agreement shall also be terminated at such time as Executive becomes disabled (as hereinafter defined) from performing his duties under this Agreement in his normal and regular manner. In the event this Agreement is terminated by such disability, all Restricted Shares that have not become Vested Shares on or prior SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued but unpaid prorated compensation up to and including the date of such termination including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for six months, at the rate in effect under paragraph 2(a) hereof at the date of Service such termination. Such amount (if any) payable under paragraph 3(c)(ii) shall be payable in equal bi-weekly payments. Executive shall be considered "disabled" if, at the end of any month, Executive then is and has been, either for the four consecutive full calendar months then ending or on sixty percent or more of his normal working days during the six consecutive full calendar months then ending, unable due to mental or physical illness or injury to perform his duties under this Agreement in his normal and regular manner. (d) Executive may terminate this Agreement at any time, with or without cause, by giving 90 days' written notice to SCPIE Management. In the event of such termination under this paragraph 3(d), SCPIE Management shall be under no obligation except to pay Executive his accrued but unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation. (e) Unless this Agreement is terminated earlier pursuant to any Earned Restricted Shares) automatically will be forfeited and terminated as of the foregoing subparagraphs of this paragraph 3, this Agreement shall automatically terminate on December 31, 2002, and, in the event of such termination date without consideration thereforon such date, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued and unpaid prorated compensation up to and including such date, including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof on December 31, 2002. Such amount (if any) payable under paragraph 3(e)(ii) shall be payable between March 1, 2003 and January 10, 2004 in such installments as Executive shall specify by written notice given to SCPIE Management on or before January 10, 2003; provided, however, that if Executive does not give such written notice on or before January 10, 2003, such amount (if any) payable under paragraph 3(e)(ii) shall be payable in full on March 1, 2003. (f) In the event that Executive's services hereunder are terminated under any of the provisions of this Agreement (except by death), Executive agrees that if at that time he is President of SCPIE Management, he will, promptly upon the written request of the Board of Directors of SCPIE Management, deliver his written resignation as such President to the Board of Directors, such resignation to become effective immediately.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the Option Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if Company due to the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period Option Holder’s death or Permanent Disability (as defined in Exhibit B) but prior the Company’s Incentive Compensation Plan on the date hereof), the Option, to the filing extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option ▇▇▇▇▇▇’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not, without the written consent of the Company’s Annual Report , engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than (i) serving on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing board of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s directors (or Participant’s estate’ssimilar governing body) timely executionof another company or (ii) serving as a consultant for no more than 26 weeks per calendar year providing services that do not, delivery and non-revocation in whole or in part, relate to the business or operations of a general release of claims in the form attached hereto as Exhibit C an insurance or reinsurance company (the “ReleaseCompetitive Activity”) and continued compliance shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event of a Change in Control (as defined in the Plan) in connection with which the Restrictive Covenants Option is assumed by the surviving entity or otherwise equitably converted or substituted in connection therewith in a manner approved by the Committee or the Board and after which the Option Holder ceases to be an employee of the Company due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined below) through ), in either case, on or before the effective date second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe Option, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in law. (c) If Participant experiences be exercisable by the Option Holder for a period of 90 days following such termination of Service for employment (but not beyond the Option Period). “Good Reason” shall have the meaning given to such term in any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares existing employment agreement between the Option Holder and the Company or Subsidiary as in effect on or prior to the date of grant of this Option or, in the absence of such termination an existing employment agreement in effect on the date of Service grant defining such term, it shall mean, without the Option Holder’s written consent, (including a) the material diminution of any Earned Restricted Shares) automatically will be forfeited and terminated as material duties or responsibilities of the termination date Option Holder without consideration thereforthe same being corrected within thirty (30) days after being given written notice thereof; or (b) a material reduction in the Option Holder’s base salary without the same being corrected within thirty (30) days after being given written notice thereof.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the Option Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if Company due to the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period Option Holder’s death or Permanent Disability (as defined in Exhibit B) but prior the Company’s Incentive Compensation Plan on the date hereof), the Option, to the filing extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not, without the written consent of the Company’s Annual Report , engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than (i) serving on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing board of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s directors (or Participant’s estate’ssimilar governing body) timely executionof another company or (ii) serving as a consultant for no more than 26 weeks per calendar year providing services that do not, delivery and non-revocation in whole or in part, relate to the business or operations of a general release of claims in the form attached hereto as Exhibit C an insurance or reinsurance company (the “ReleaseCompetitive Activity”) and continued compliance shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event of a Change in Control (as defined in the Plan) in connection with which the Restrictive Covenants Option is assumed by the surviving entity or otherwise equitably converted or substituted in connection therewith in a manner approved by the Committee or the Board and after which the Option Holder ceases to be an employee of the Company due to termination (A) by the Company not for Cause or (B) by the Option Holder for Good Reason (as defined below) through ), in either case, on or before the effective date second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe Option, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in law. (c) If Participant experiences be exercisable by the Option Holder for a period of 90 days following such termination of Service for employment (but not beyond the Option Period). “Good Reason” shall have the meaning given to such term in any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares existing employment agreement between the Option Holder and the Company or Subsidiary as in effect on or prior to the date of grant of this Option or, in the absence of such termination an existing employment agreement in effect on the date of Service grant defining such term, it shall mean, without the Option Holder’s written consent, (including a) the material diminution of any Earned Restricted Shares) automatically will be forfeited and terminated as material duties or responsibilities of the termination date Option Holder without consideration thereforthe same being corrected within thirty (30) days after being given written notice thereof; or (b) a material reduction in the Option Holder’s base salary without the same being corrected within thirty (30) days after being given written notice thereof.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the SAR Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if Company due to the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period SAR Holder’s death or Permanent Disability (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report Incentive Compensation Plan on Form 10-K for the Adjusted EBITDA Performance Perioddate hereof), the Restricted Shares SAR, to the extent not already exercisable in full, shall remain outstanding become immediately exercisable in full and eligible shall continue to vest and become Vested Shares upon be exercisable by the filing SAR Holder (or the SAR Holder’s Beneficiary or estate in the event of the SAR Holder’s death) for a period of three years following such Annual Report on Form 10-K if termination of employment (but not beyond the Adjusted EBITDA Goal is achievedSAR Period). 2. In the event of termination of employment (b) The treatment other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof, and other than as set forth in Section 2.3(a)(iparagraphs (j)(1) is subject or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the SAR shall continue to and conditioned upon Participant’s become exercisable on the schedule set forth in paragraph (f) above so long as the SAR Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or Participant’s estate’ssimilar governing body) timely execution, delivery and non-revocation of another company or as a general release of claims in the form attached hereto as Exhibit C consultant for no more than 26 weeks per calendar year (the “ReleaseCompetitive Activity”) and continued compliance with shall continue to be exercisable by the Restrictive Covenants SAR Holder (or the SAR Holder’s Beneficiary or estate in the event of the SAR Holder’s death) for the remainder of the SAR Period. In the event the SAR Holder engages in a Competitive Activity, (A) the SAR, to the extent then exercisable, may be exercised for 30 days following the date on which the SAR Holder engages in such Competitive Activity (but not beyond the SAR Period) and (B) the SAR, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the SAR Holder ceases to be an employee of the Company after a Change in Control (as defined below) through due to termination (A) by the effective date Company not for Cause or (B) by the SAR Holder for Good Reason (as defined in the Employment Agreement, dated as of November 17, 2005, as amended, between the SAR Holder and Arch Reinsurance Ltd.), in either case, on or before the second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe SAR, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in lawbe exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). (c) If Participant experiences 4. In the event that the SAR Holder ceases to be an employee of the Company for any other reason, except due to a termination of Service the SAR Holder’s employment by the Company for any reason other than a Qualifying TerminationCause, all Restricted Shares that have not become Vested Shares on or prior (A) the SAR, to the date extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the SAR Period) and (B) the SAR, to the extent then not exercisable, shall be immediately forfeited; provided that, in the event of a Redundancy (as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the SAR, to the extent not exercisable, shall become exercisable and shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination of Service employment (including any Earned Restricted Shares) automatically will be forfeited and terminated as but not beyond the SAR Period). 5. In the event of a termination of the termination date without consideration thereforSAR Holder’s employment for Cause, the SAR shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this SAR, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the SAR Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if Company due to the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period SAR Holder’s death or Permanent Disability (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report Incentive Compensation Plan on Form 10-K for the Adjusted EBITDA Performance Perioddate hereof), the Restricted Shares SAR, to the extent not already exercisable in full, shall remain outstanding become immediately exercisable in full and eligible shall continue to vest and become Vested Shares upon be exercisable by the filing SAR Holder (or the SAR Holder’s Beneficiary or estate in the event of the SAR Holder’s death) for a period of three years following such Annual Report on Form 10-K if termination of employment (but not beyond the Adjusted EBITDA Goal is achievedSAR Period). 2. In the event of termination of employment (b) The treatment other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof, and other than as set forth in Section 2.3(a)(iparagraphs (j)(1), (j)(3) is subject or (j)(4) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the SAR shall continue to and conditioned upon Participant’s become exercisable on the schedule set forth in paragraph (f) above so long as the SAR Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or Participant’s estate’ssimilar governing body) timely execution, delivery and non-revocation of another company or as a general release of claims in the form attached hereto as Exhibit C consultant for no more than 26 weeks per calendar year (the “ReleaseCompetitive Activity”) and continued compliance with shall continue to be exercisable by the Restrictive Covenants SAR Holder (or the SAR Holder’s Beneficiary or estate in the event of the SAR Holder’s death) for the remainder of the SAR Period. In the event the SAR Holder engages in a Competitive Activity, (A) the SAR, to the extent then exercisable, may be exercised for 30 days following the date on which the SAR Holder engages in such Competitive Activity (but not beyond the SAR Period) and (B) the SAR, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the SAR Holder ceases to be an employee of the Company after a Change in Control (as defined below) through due to termination (A) by the effective date Company not for Cause or (B) by the SAR Holder for Good Reason (as defined in the Employment Agreement, dated as of June 5, 2009 and as amended on July 25, 2012, between the SAR Holder and Arch Insurance Group Inc. (the “Employment Agreement”)), in either case, on or before the second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe SAR, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in lawbe exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). (c) If Participant experiences a termination 4. In the event the SAR Holder ceases to be an employee of Service for any reason the Company, other than a Qualifying Terminationas set forth in paragraph (j)(3) above, all Restricted Shares that have due to termination (A) by the Company not for Cause or (B) by the SAR Holder for Good Reason as defined in the Employment Agreement, the SAR, if not already exercisable, shall become Vested Shares on or prior to immediately exercisable at the date time of such termination of Service (including any Earned Restricted Shares) automatically will be forfeited service with respect to a number of Shares determined by multiplying the total number of Shares subject to the SAR by a fraction, the numerator of which is the number of full years elapsed from the Date of Grant through the SAR Holder’s termination date and terminated as the denominator of which is five, and the portion of the SAR that is exercisable shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination date without consideration thereforof employment (but not beyond the SAR Period). Any portion of the SAR that is not exercisable, and does not become exercisable, at the time of termination shall be immediately forfeited. 5. In the event that the SAR Holder ceases to be an employee of the Company for any other reason, except due to a termination of the SAR Holder’s employment by the Company for Cause, (A) the SAR, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the SAR Period) and (B) the SAR, to the extent then not exercisable, shall be immediately forfeited. 6. In the event of a termination of the SAR Holder’s employment for Cause, the SAR shall immediately cease to be exercisable and shall be immediately forfeited. 7. For purposes of this SAR, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. 1. In the event the Option Holder’s employment with the Company terminates for any reason prior to the Vesting Date or notice of termination is provided by either party for any reason under the Employment Agreement prior to the Vesting Date (aother than termination as set forth in paragraph (j)(3) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as of below or due to the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period Option Holder’s death or Permanent Disability (as defined in Exhibit the Employment Agreement)), the Option shall be immediately forfeited upon such termination or notice, as the case may be. 2. In the event the Option Holder ceases to be an employee of the Company due to the Option Holder’s death or Permanent Disability, the Option, to the extent not already vested and exercisable in full, shall become immediately vested and exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 3. In the event of a Change in Control (as defined in the Plan) in connection with which the Option is assumed by the surviving entity or otherwise equitably converted or substituted in connection therewith in a manner approved by the Committee or the Board and after which the Option Holder ceases to be an employee of the Company due to termination (A) by the Company not for Cause (as defined in the Employment Agreement) or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement), in either case, on or before the second anniversary of the occurrence of the Change in Control, the Option, to the extent not already vested and exercisable in full, shall become immediately vested and exercisable in full and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). 4. In the event that notice of termination for any reason has not be provided by either party to the Employment Agreement prior to the filing Vesting Date and the Option Holder’s employment terminates after the Vesting Date for any reason (other than as set forth in paragraph (j)(3) above, due to termination of his or her employment by the Company or its Affiliate for Cause or due to his or her death or Permanent Disability), the Option shall continue to be exercisable on and after the Vesting Date in full by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period; provided, however, that the continued exercisability of the Option shall be conditioned on the Option Holder’s satisfaction in all respects of the Option Holder’s exercisability conditions set forth in Exhibit A hereto and the Option Holder’s compliance with the Option Holder’s covenants relating to confidentiality, intellectual property, and delivery of Company materials set forth in Articles 6, 7 and 8 of the Employment Agreement (which expressly survive the Option Holder’s termination of employment). In the event the Option Holder fails to satisfy any such conditions by engaging in the conduct set forth therein or fails to comply with any such covenants at any time during the term of the Option, the Option shall immediately cease to be exercisable and it shall be immediately forfeited. 5. In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this Option, service with any of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation of a general release of claims in the form attached hereto as Exhibit C (the “Release”) and continued compliance with the Restrictive Covenants Subsidiaries (as defined belowin the Plan) through the effective date of the Release. The Release shall be delivered considered to Participant (or Participant’s estate’s) within five business days following the termination date, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply be service with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in law. (c) If Participant experiences a termination of Service for any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares on or prior to the date of such termination of Service (including any Earned Restricted Shares) automatically will be forfeited and terminated as of the termination date without consideration therefor.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the SAR Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if Company due to the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period SAR Holder’s death or Permanent Disability (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report Incentive Compensation Plan on Form 10-K for the Adjusted EBITDA Performance Perioddate hereof), the Restricted Shares SAR, to the extent not already exercisable in full, shall remain outstanding become immediately exercisable in full and eligible shall continue to vest and become Vested Shares upon be exercisable by the filing SAR Holder (or the SAR Holder’s Beneficiary or estate in the event of the SAR Holder’s death) for a period of three years following such Annual Report on Form 10-K if termination of employment (but not beyond the Adjusted EBITDA Goal is achievedSAR Period). 2. In the event of termination of employment (b) The treatment other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof, and other than as set forth in Section 2.3(a)(iparagraphs (j)(1), (j)(3) is subject or (j)(4) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the SAR shall continue to and conditioned upon Participant’s become exercisable on the schedule set forth in paragraph (f) above so long as the SAR Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or Participant’s estate’ssimilar governing body) timely execution, delivery and non-revocation of another company or as a general release of claims in the form attached hereto as Exhibit C consultant for no more than 26 weeks per calendar year (the “ReleaseCompetitive Activity”) and continued compliance with shall continue to be exercisable by the Restrictive Covenants SAR Holder (or the SAR Holder’s Beneficiary or estate in the event of the SAR Holder’s death) for the remainder of the SAR Period. In the event the SAR Holder engages in a Competitive Activity, (A) the SAR, to the extent then exercisable, may be exercised for 30 days following the date on which the SAR Holder engages in such Competitive Activity (but not beyond the SAR Period) and (B) the SAR, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the SAR Holder ceases to be an employee of the Company after a Change in Control (as defined below) through due to termination (A) by the effective date Company not for Cause or (B) by the SAR Holder for Good Reason (as defined in the Employment Agreement, dated as of July 25, 2012, between the SAR Holder and the Company (the “Employment Agreement”)), in either case, on or before the second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe SAR, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in lawbe exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). (c) If Participant experiences a termination 4. In the event the SAR Holder ceases to be an employee of Service for any reason the Company, other than a Qualifying Terminationas set forth in paragraph (j)(3) above, all Restricted Shares that have due to termination (A) by the Company not for Cause or (B) by the SAR Holder for Good Reason as defined in the Employment Agreement, the SAR, if not already exercisable, shall become Vested Shares on or prior to immediately exercisable at the date time of such termination of Service (including any Earned Restricted Shares) automatically will be forfeited service with respect to a number of Shares determined by multiplying the total number of Shares subject to the SAR by a fraction, the numerator of which is the number of full years elapsed from the Date of Grant through the SAR Holder’s termination date and terminated as the denominator of which is five, and the portion of the SAR that is exercisable shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination date without consideration thereforof employment (but not beyond the SAR Period). Any portion of the SAR that is not exercisable, and does not become exercisable, at the time of termination shall be immediately forfeited. 5. In the event that the SAR Holder ceases to be an employee of the Company for any other reason, except due to a termination of the SAR Holder’s employment by the Company for Cause, (A) the SAR, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the SAR Period) and (B) the SAR, to the extent then not exercisable, shall be immediately forfeited. 6. In the event of a termination of the SAR Holder’s employment for Cause, the SAR shall immediately cease to be exercisable and shall be immediately forfeited. 7. For purposes of this SAR, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the Option Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if Company due to the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period Option Holder’s death or Permanent Disability (as defined in Exhibit B) but prior the Company’s Incentive Compensation Plan on the date hereof), the Option, to the filing extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not, without the written consent of the Company’s Annual Report , engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than (i) serving on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing board of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s directors (or Participant’s estate’ssimilar governing body) timely executionof another company or (ii) serving as a consultant for no more than 26 weeks per calendar year providing services that do not, delivery and non-revocation in whole or in part, relate to the business or operations of a general release of claims in the form attached hereto as Exhibit C an insurance or reinsurance company (the “ReleaseCompetitive Activity”) and continued compliance with shall continue to be exercisable by the Restrictive Covenants Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) through due to termination (A) by the effective date Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement dated as of November 17, 2005, as amended, between the Option Holder and Arch Reinsurance Ltd.), in either case, on or before the second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe Option, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in lawbe exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). (c) If Participant experiences 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of Service the Option Holder’s employment by the Company for any reason other than a Qualifying TerminationCause, all Restricted Shares that have not become Vested Shares on or prior (A) the Option, to the date of such extent then exercisable, may be exercised for 90 days following termination of Service employment (including any Earned Restricted Sharesbut not beyond the Option Period) automatically will and (B) the Option, to the extent then not exercisable, shall be forfeited and terminated as immediately forfeited. 5. In the event of a termination of the termination date without consideration thereforOption Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the SAR Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if Company due to the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period SAR Holder’s death or Permanent Disability (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report Incentive Compensation Plan on Form 10-K for the Adjusted EBITDA Performance Perioddate hereof), the Restricted Shares SAR, to the extent not already exercisable in full, shall remain outstanding become immediately exercisable in full and eligible shall continue to vest and become Vested Shares upon be exercisable by the filing SAR Holder (or the SAR Holder’s Beneficiary or estate in the event of the SAR Holder’s death) for a period of three years following such Annual Report on Form 10-K if termination of employment (but not beyond the Adjusted EBITDA Goal is achievedSAR Period). 2. In the event of termination of employment (b) The treatment other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof, and other than as set forth in Section 2.3(a)(iparagraphs (j)(1), (j)(3) is subject to and conditioned upon Participant’s or (or Participant’s estate’sj)(4) timely execution, delivery and non-revocation hereof) after the attainment of a general release of claims Retirement Age (as defined in the form attached hereto as Exhibit C (Company’s Incentive Compensation Plan on the “Release”) and continued compliance with date hereof), the Restrictive Covenants Applicable Percentage (as defined below) through the effective date of the Release. The Release SAR shall be delivered continue to Participant become exercisable on the schedule set forth in paragraph (f) above so long as the SAR Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or Participantsimilar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the SAR Holder (or the SAR Holder’s estate’sBeneficiary or estate in the event of the SAR Holder’s death) within five business for the remainder of the SAR Period. In the event the SAR Holder engages in a Competitive Activity, (A) the SAR, to the extent then exercisable, may be exercised for 30 days following the termination datedate on which the SAR Holder engages in such Competitive Activity (but not beyond the SAR Period) and (B) the SAR, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary then not exercisable, shall be immediately forfeited. The “Applicable Percentage” of the SAR will be equal to reflect changes in law. (c) If Participant experiences a termination the number of Service for any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares on or prior to full years elapsed from the Date of Grant through the date of such termination of Service (including any Earned Restricted Shares) automatically will be forfeited and terminated as employment, divided by five. The remaining portion of the SAR shall be immediately forfeited upon such termination of employment. 3. In the event the SAR Holder ceases to be an employee of the Company after a Change in Control (as defined below) due to termination by the Company not for Cause on or before the second anniversary of the occurrence of the Change in Control, the SAR, to the extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). 4. In the event the SAR Holder ceases to be an employee of the Company, other than as set forth in paragraph (j)(3) above, due to termination by the Company not for Cause, the SAR, if not already exercisable, shall become immediately exercisable at the time of such termination of service with respect to a number of Shares determined by multiplying the total number of Shares subject to the SAR by a fraction, the numerator of which is the number of full years elapsed from the Date of Grant through the SAR Holder’s termination date without consideration thereforand the denominator of which is five, and the portion of the SAR that is exercisable shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). Any portion of the SAR that is not exercisable, and does not become exercisable, at the time of termination shall be immediately forfeited. 5. In the event that the SAR Holder ceases to be an employee of the Company for any other reason, except due to a termination of the SAR Holder’s employment by the Company for Cause, (A) the SAR, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the SAR Period) and (B) the SAR, to the extent then not exercisable, shall be immediately forfeited. 6. In the event of a termination of the SAR Holder’s employment for Cause, the SAR shall immediately cease to be exercisable and shall be immediately forfeited. 7. For purposes of this SAR, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. (a) If Participant experiences In the event of the termination of Optionee’s employment relationship with the Employer (excluding a Qualifying transfer to the Company or any Affiliate), for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and other than due to Optionee’s death, this Option shall cease vesting, and any portion of the Option that has not vested shall immediately terminate. Optionee’s employment relationship shall be considered to have terminated (without regard to any notice period, e.g., a period of “garden leave” or similar period pursuant to local law or as may be required by the terms of an employment agreement) and Optionee to have ceased to be employed by the Company or its Affiliate, on the earliest of: (1) the date on which the Employer delivers to Optionee notice terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment) unless Optionee is transferring employment to the Company or any Affiliate; (2) the date on which Optionee delivers notice to his or her Employer that Optionee is terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment) unless Optionee is transferring employment to the Company or any Affiliate; (3) the date on which Optionee ceases to provide services to the Employer, except where Optionee is on an authorized leave of absence; or (4) the date on which Optionee ceases to be considered an “employee” under applicable laws (such termination, a "Termination" and such termination date, then the "Termination Date," in each case as further defined in the Plan). b) In the event of Optionee’s Termination with the Employer, for any reason except death or Disability, this Option may be exercised to the extent (iand only to the extent) any Restricted Shares that are Earned Restricted Shares it would have been exercisable as of the Termination Date, within three (3) months after the Termination Date, but in any event no later than the Expiration Date. The Termination Date for purposes of this Award Agreement and any right to exercise this Option post-termination shall not be extended by any notice period mandated under local law, by contract or otherwise and shall be determined in accordance with Section 3(a) herein. c) In the event of Optionee’s Termination with the Employer, due to Optionee’s Disability, this Option may be exercised to the extent (and only to the extent) specified in the Plan. d) In the event of Optionee’s Termination with the Employer due to Optionee’s death, this Option shall vest (if at all) with respect to the same number of Shares underlying the Option as would have vested had Optionee remained employed by the Employer through the first vesting date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (iipursuant to the Vesting Schedule) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will next follows Optionee’s death, but the Option shall be forfeited and terminated without consideration therefor. For clarity, if with respect to all other Shares underlying the Qualifying Termination occurs following the end unvested portion of the Adjusted EBITDA Performance Period Option. Upon Optionee’s death (as defined or Optionee’s death within three (3) months of the Termination Date), the vested portion of the Option may be exercised by Optionee’s legal representative within twelve (12) months after Optionee’s death, but in Exhibit B) but prior any event, no later than the Expiration Date, provided that such person provides proof, to the filing of the Company’s Annual Report satisfaction, of his or her entitlement to act on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing behalf of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s (or ParticipantOptionee’s estate’s) timely execution, delivery and non-revocation . The committee of a general release the Board of claims in Directors of the form attached hereto as Exhibit C Company administering the Plan (the “ReleaseCommittee”) shall have discretion to determine whether Optionee has experienced a Termination, and continued compliance the Termination Date. In addition, subject to applicable laws, the Committee in its sole discretion may suspend vesting of the Award if Optionee takes a leave of absence from employment with the Restrictive Covenants (as defined below) through the effective date of the Release. The Release shall be delivered to Participant (Company or Participant’s estate’s) within five business days following the termination date, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in lawany Affiliate. (c) If Participant experiences a termination of Service for any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares on or prior to the date of such termination of Service (including any Earned Restricted Shares) automatically will be forfeited and terminated as of the termination date without consideration therefor.

Termination of Service. (a) If Participant experiences a Qualifying TerminationSCPIE Management may terminate this Agreement at any time, then with or without cause, by giving 60 days’ written notice to Executive. In the event of such termination under this paragraph 3(a), SCPIE Management shall be under no obligation except to pay to Executive his accrued and unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation, plus either (i) any Restricted Shares that are Earned Restricted Shares as in the event this Agreement is so terminated on or prior to December 31, 2007, additional compensation equal to the amount payable to Executive hereunder for two years at the rate in effect under paragraph 2(a) hereof at the date of such termination, or (ii) in the event this Agreement is so terminated after December 31, 2007, additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof at the date of such termination. Such amount (if any) payable under this paragraph 3(a) shall be payable between the 60th day after the date of such termination and the 30th day after the first anniversary of the date of such Qualifying Termination will vest and | become Vested Shares termination in such installments as Executive shall specify by written notice given to SCPIE Management within ten days after the date of such termination termination; provided, however, that if Executive does not give such written notice within said ten-day period, such amount (if any) payable under this paragraph 3(a) shall be payable in full on the 60th day after the date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achievedtermination. (b) The treatment set forth in Section 2.3(a)(i) is subject This Agreement also shall be terminated by the death of Executive. In the event of the death of Executive during the term of this Agreement, SCPIE Management shall be under no obligation except to pay to the Executive’s personal representative the Executive’s accrued but unpaid prorated compensation up to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation of a general release of claims in including the form attached hereto as Exhibit C (the “Release”) and continued compliance with the Restrictive Covenants (as defined below) through the effective date of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following the termination datehis death, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in lawincluding earned but unused vacation. (c) If Participant experiences a termination of Service for any reason other than a Qualifying TerminationThis Agreement shall also be terminated at such time as Executive becomes disabled (as hereinafter defined) from performing his duties under this Agreement in his normal and regular manner. In the event this Agreement is terminated by such disability, all Restricted Shares that have not become Vested Shares on or prior SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued but unpaid prorated compensation up to and including the date of such termination including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for six months, at the rate in effect under paragraph 2(a) hereof at the date of Service such termination. Such amount (if any) payable under paragraph 3(c)(ii) shall be payable in equal bi-weekly payments. Executive shall be considered “disabled” if, at the end of any month, Executive then is and has been, either for the four consecutive full calendar months then ending or on sixty percent or more of his normal working days during the six consecutive full calendar months then ending, unable due to mental or physical illness or injury to perform his duties under this Agreement in his normal and regular manner. (d) Executive may terminate this Agreement at any time, with or without cause, by giving 90 days’ written notice to SCPIE Management. In the event of such termination under this paragraph 3(d), SCPIE Management shall be under no obligation except to pay Executive his accrued but unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation. (e) Unless this Agreement is terminated earlier pursuant to any Earned Restricted Sharesof the foregoing subparagraphs of this paragraph 3, this Agreement shall automatically terminate on December 31, 2009, and, in the event of such termination on such date, SCPIE Management shall be under no obligation except to pay to Executive (i) automatically will his accrued and unpaid prorated compensation up to and including such date, including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof on December 31, 2009. Such amount (if any) payable under paragraph 3(e)(ii) shall be forfeited payable between March 1, 2010 and January 10, 2011 in such installments as Executive shall specify by written notice given to SCPIE Management on or before January 10, 2010; provided, however, that if Executive does not give such written notice on or before January 10, 2010, such amount (if any) payable under paragraph 3(e)(ii) shall be payable in full on March 1, 2010. (f) In the event that Executive’s services hereunder are terminated under any of the provisions of this Agreement (except by death), Executive agrees that if at that time he is President of SCPIE Management, he will, promptly upon the written request of the Board of Directors of SCPIE Management, deliver his written resignation as such President to the Board of Directors, such resignation to become effective immediately. (g) Notwithstanding anything contained herein, Executive shall be entitled to the payments, if any, under paragraphs 3(a), (b), (c), (d) and (e) above only in the event that the termination of Executive’s employment which gives rise to such payments occurs prior to a Change in Control, as defined in that certain letter agreement, dated as of December 14, 2000, between SCPIE Holdings and Executive relating to severance benefits in the termination date without consideration thereforevent of a change in control of SCPIE Holdings.

Termination of Service. In the event the Option Holder ceases to be an employee of the Company (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period due to his death or Permanent Disability (as defined in Exhibit Bthe Company’s Incentive Compensation Plan), or (b) but prior due to termination (x) by the Company not for Cause (as defined in the Company’s Incentive Compensation Plan) or (y) by the Option Holder for Good Reason (as defined in the Employment Agreement, dated as of _________, between the Option Holder and _________), the Option, to the filing extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for a period of three years following such termination of employment (but not beyond the Option Period). In the event of termination of employment (other than by the Company for Cause) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan), the Option shall continue to vest on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for a period of three years following the later of (i) the last date this Option actually vests under paragraph (f) above or (ii) the date of termination of employment of the Option Holder (but in no event beyond the Option Period). In the event the Option Holder engages in a Competitive Activity, the Option, to the extent then exercisable, may be exercised for 90 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period). In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause (as defined in the Company’s Incentive Compensation Plan), the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares wholly owned subsidiaries shall remain outstanding and eligible be considered to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation of a general release of claims in the form attached hereto as Exhibit C (the “Release”) and continued compliance be service with the Restrictive Covenants (as defined below) through the effective date of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following the termination date, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in law. (c) If Participant experiences a termination of Service for any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares on or prior to the date of such termination of Service (including any Earned Restricted Shares) automatically will be forfeited and terminated as of the termination date without consideration therefor.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as In the event the Option Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period Company due to his death or Permanent Disability (as defined in Exhibit B) but prior the Company’s Incentive Compensation Plan), the Option, to the filing extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for a period of three years following such termination of employment (but not beyond the Option Period). In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period). In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause, the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. To the extent the Option is not exercisable at the time of termination of employment or the time the Option Holder enters into a Competitive Activity, as the case may be, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation of a general release of claims in the form attached hereto as Exhibit C (the “Release”) and continued compliance with the Restrictive Covenants Subsidiaries (as defined belowin the Plan) through the effective date of the Release. The Release shall be delivered considered to Participant (or Participant’s estate’s) within five business days following the termination date, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply be service with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in law. (c) If Participant experiences a termination of Service for any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares on or prior to the date of such termination of Service (including any Earned Restricted Shares) automatically will be forfeited and terminated as of the termination date without consideration therefor.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the Option Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period Company due to his death or Permanent Disability (as defined in Exhibit B) but prior the Employment Agreement, dated as of October 22, 2008, between the Option Holder and the Company, the “Employment Agreement”), the Option, to the filing extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Employment Agreement after the attainment of Retirement Age (as defined in the Company’s Annual Report Incentive Compensation Plan on Form 10-K for the Adjusted EBITDA Performance Perioddate hereof), the Restricted Shares Option shall remain outstanding and eligible continue to vest and become Vested Shares upon exercisable on the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment schedule set forth in Section 2.3(a)(iparagraph (f) is subject to and conditioned upon Participant’s above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or Participant’s estate’ssimilar governing body) timely execution, delivery and non-revocation of another company or as a general release of claims in the form attached hereto as Exhibit C consultant for no more than 26 weeks per calendar year (the “ReleaseCompetitive Activity”) and continued compliance with shall continue to be exercisable by the Restrictive Covenants Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) through due to termination (A) by the effective date Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement), in either case, on or before the second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe Option, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in lawbe exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). (c) If Participant experiences 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of Service the Option Holder’s employment by the Company for any reason other than a Qualifying TerminationCause, all Restricted Shares that have not become Vested Shares on or prior (A) the Option, to the date extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited; provided that, in the event of a Redundancy (as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the Option, to the extent not exercisable, shall become exercisable and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of Service employment (including any Earned Restricted Shares) automatically will be forfeited and terminated as but not beyond the Option Period). 5. In the event of a termination of the termination date without consideration thereforOption Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the SAR Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if Company due to the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period SAR Holder’s death or Permanent Disability (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report Incentive Compensation Plan on Form 10-K for the Adjusted EBITDA Performance Perioddate hereof), the Restricted Shares SAR, to the extent not already exercisable in full, shall remain outstanding become immediately exercisable in full and eligible shall continue to vest and become Vested Shares upon be exercisable by the filing SAR Holder (or the SAR Holder’s Beneficiary or estate in the event of the SAR Holder’s death) for a period of three years following such Annual Report on Form 10-K if termination of employment (but not beyond the Adjusted EBITDA Goal is achievedSAR Period). 2. In the event of termination of employment (b) The treatment other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof, and other than as set forth in Section 2.3(a)(iparagraphs (j)(1) is subject or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the SAR shall continue to and conditioned upon Participant’s become exercisable on the schedule set forth in paragraph (f) above so long as the SAR Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or Participant’s estate’ssimilar governing body) timely execution, delivery and non-revocation of another company or as a general release of claims in the form attached hereto as Exhibit C consultant for no more than 26 weeks per calendar year (the “ReleaseCompetitive Activity”) and continued compliance with shall continue to be exercisable by the Restrictive Covenants SAR Holder (or the SAR Holder’s Beneficiary or estate in the event of the SAR Holder’s death) for the remainder of the SAR Period. In the event the SAR Holder engages in a Competitive Activity, (A) the SAR, to the extent then exercisable, may be exercised for 30 days following the date on which the SAR Holder engages in such Competitive Activity (but not beyond the SAR Period) and (B) the SAR, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the SAR Holder ceases to be an employee of the Company after a Change in Control (as defined below) through due to termination (A) by the effective date Company not for Cause or (B) by the SAR Holder for Good Reason (as defined in the Employment Agreement, as of ___, between the SAR Holder and the Company), in either case, on or before the second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe SAR, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in lawbe exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). (c) If Participant experiences 4. In the event that the SAR Holder ceases to be an employee of the Company for any other reason, except due to a termination of Service the SAR Holder’s employment by the Company for any reason other than a Qualifying TerminationCause, all Restricted Shares that have not become Vested Shares on or prior (A) the SAR, to the date extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the SAR Period) and (B) the SAR, to the extent then not exercisable, shall be immediately forfeited; provided that, in the event of a Redundancy (as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the SAR, to the extent not exercisable, shall become exercisable and shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination of Service employment (including any Earned Restricted Shares) automatically will be forfeited and terminated as but not beyond the SAR Period). 5. In the event of a termination of the termination date without consideration thereforSAR Holder’s employment for Cause, the SAR shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this SAR, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. In the event the Option Holder ceases to be an employee of the Company (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period due to his death or Permanent Disability (as defined in Exhibit Bthe Company's Incentive Compensation Plan) but prior or (b) due to termination by the Company not for Cause (as defined in the Company's Incentive Compensation Plan), the Option, to the filing extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for a period of three years following such termination of employment (but not beyond the Option Period). In the event of termination of employment (other than by the Company for Cause) after the attainment of Retirement Age (as defined in the Company's Incentive Compensation Plan), the Option shall continue to vest on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year ("Competitive Activity") and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for a period of three years following the later of (i) the last date this Option actually vests under paragraph (f) above or (ii) the date of termination of employment of the Option Holder (but in no event beyond the Option Period). In the event the Option Holder engages in a Competitive Activity, the Option, to the extent then exercisable, may be exercised for 90 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period). In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder's employment by the Company for Cause (as defined in the Company's Incentive Compensation Plan), the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). In the event of a termination of the Option Holder's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation of a general release of claims in the form attached hereto as Exhibit C (the “Release”) and continued compliance with the Restrictive Covenants 's Subsidiaries (as defined belowin the Plan) through the effective date of the Release. The Release shall be delivered considered to Participant (or Participant’s estate’s) within five business days following the termination date, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply be service with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in law. (c) If Participant experiences a termination of Service for any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares on or prior to the date of such termination of Service (including any Earned Restricted Shares) automatically will be forfeited and terminated as of the termination date without consideration therefor.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the SAR Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if Company due to the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period SAR Holder’s death or Permanent Disability (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report Incentive Compensation Plan on Form 10-K for the Adjusted EBITDA Performance Perioddate hereof), the Restricted Shares SAR, to the extent not already exercisable in full, shall remain outstanding become immediately exercisable in full and eligible shall continue to vest and become Vested Shares upon be exercisable by the filing SAR Holder (or the SAR Holder’s Beneficiary or estate in the event of the SAR Holder’s death) for a period of three years following such Annual Report on Form 10-K if termination of employment (but not beyond the Adjusted EBITDA Goal is achievedSAR Period). 2. In the event of termination of employment (b) The treatment other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof, and other than as set forth in Section 2.3(a)(iparagraphs (j)(1) is subject or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the SAR shall continue to and conditioned upon Participant’s become exercisable on the schedule set forth in paragraph (f) above so long as the SAR Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or Participant’s estate’ssimilar governing body) timely execution, delivery and non-revocation of another company or as a general release of claims in the form attached hereto as Exhibit C consultant for no more than 26 weeks per calendar year (the “ReleaseCompetitive Activity”) and continued compliance with shall continue to be exercisable by the Restrictive Covenants SAR Holder (or the SAR Holder’s Beneficiary or estate in the event of the SAR Holder’s death) for the remainder of the SAR Period. In the event the SAR Holder engages in a Competitive Activity, (A) the SAR, to the extent then exercisable, may be exercised for 30 days following the date on which the SAR Holder engages in such Competitive Activity (but not beyond the SAR Period) and (B) the SAR, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the SAR Holder ceases to be an employee of the Company after a Change in Control (as defined below) through due to termination (A) by the effective date Company not for Cause or (B) by the SAR Holder for Good Reason (as defined in the Employment Agreement, as of ____, between the SAR Holder and the Company), in either case, on or before the second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe SAR, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in lawbe exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). (c) If Participant experiences 4. In the event that the SAR Holder ceases to be an employee of the Company for any other reason, except due to a termination of Service the SAR Holder’s employment by the Company for any reason other than a Qualifying TerminationCause, all Restricted Shares that have not become Vested Shares on or prior (A) the SAR, to the date extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the SAR Period) and (B) the SAR, to the extent then not exercisable, shall be immediately forfeited; provided that, in the event of a Redundancy (as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the SAR, to the extent not exercisable, shall become exercisable and shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination of Service employment (including any Earned Restricted Shares) automatically will be forfeited and terminated as but not beyond the SAR Period). 5. In the event of a termination of the termination date without consideration thereforSAR Holder’s employment for Cause, the SAR shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this SAR, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. This Option shall terminate prior to the Expiration Date should any of the following provisions become applicable: (a) If Participant experiences a Qualifying TerminationParticipant’s Service terminates for any reason (other than death or Disability) while this Option is outstanding, then Participant shall have a period of ninety (i90) any Restricted Shares that are Earned Restricted Shares as of days (starting with the date of such Qualifying Termination will vest and | become Vested Shares as termination of such termination date and (iiService) during which to exercise this Option, but in no event shall this Option be exercisable at any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if time after the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achievedExpiration Date. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon If Participant’s (or Service terminates by reason of the Participant’s estate’s) timely executiondeath while this Option is outstanding, delivery and non-revocation then the personal representative of a general release of claims Participant’s estate or the person or persons to whom the Option is transferred pursuant to Participant’s will or in the form attached hereto as Exhibit C (the “Release”) and continued compliance accordance with the Restrictive Covenants laws of descent and distribution shall have the right to exercise this Option. Such right shall lapse, and this Option shall cease to be outstanding, upon the earlier of (as defined belowA) through the effective expiration of the one (1) year period measured from the date of the Release. The Release shall be delivered to Participant (or Participant’s estate’sdeath or (B) within five business days following the termination date, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in lawExpiration Date. (c) If Participant’s Service terminates by reason of Disability while this Option is outstanding, then Participant experiences shall have a termination period of Service for any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares on or prior to one (1) year (starting with the date of such termination of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (d) Participant’s date of termination of Service shall mean the date upon which Participant’s active Service terminates, regardless of any notice period or period in lieu of notice of termination of employment or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of a written employment agreement, if any. The Administrator shall have the exclusive discretion to determine when the Participant’s active Service terminates for purposes of this Option (i.e., when the Participant has ceased active performance of services for purposes of vesting in this Option or measuring the period of time during which this Option may be exercised after termination), including whether a leave of absence constitutes a termination of Service for purposes of this Option. (e) During the limited period of post-Service exercisability, this Option may not be exercised unless the Option is exercisable at the time of Participant’s termination of Service. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding for any Earned Restricted Sharesvested Shares for which the Option has not been exercised. However, this Option shall, immediately upon Participant’s termination of Service for any reason, terminate and cease to be outstanding if this Option is not otherwise at that time exercisable. (f) automatically will be forfeited and Notwithstanding the foregoing, other than where the Participant’s Service is terminated for cause (as determined by the Administrator), if the exercise of this Option during the limited period of post-Service exercisability is prevented as a result of the termination provisions set forth in Section 21(a) of the Plan regarding legal compliance with respect to the issuance of Shares, the Option shall remain exercisable until thirty (30) days after the date without consideration thereforthe Participant is no longer prevented from exercising this Option.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the Option Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if Company due to the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period Option Holder’s death or Permanent Disability (as defined in Exhibit B) but prior the Company’s Incentive Compensation Plan on the date hereof), the Option, to the filing extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not, without the written consent of the Company’s Annual Report , engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than (i) serving on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing board of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s directors (or Participant’s estate’ssimilar governing body) timely executionof another company or (ii) serving as a consultant for no more than 26 weeks per calendar year providing services that do not, delivery and non-revocation in whole or in part, relate to the business or operations of a general release of claims in the form attached hereto as Exhibit C an insurance or reinsurance company (the “ReleaseCompetitive Activity”) and continued compliance with shall continue to be exercisable by the Restrictive Covenants Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) through due to termination (A) by the effective date Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, _____, between the Option Holder and the Company), in either case, on or before the second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe Option, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in lawbe exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). (c) If Participant experiences 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of Service the Option Holder’s employment by the Company for any reason other than a Qualifying TerminationCause, all Restricted Shares that have not become Vested Shares on or prior (A) the Option, to the date of such extent then exercisable, may be exercised for 90 days following termination of Service employment (including any Earned Restricted Sharesbut not beyond the Option Period) automatically will and (B) the Option, to the extent then not exercisable, shall be forfeited and terminated as immediately forfeited. 5. In the event of a termination of the termination date without consideration thereforOption Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. In the event the Option Holder ceases to be an employee of the Company (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period due to his death or Permanent Disability (as defined in Exhibit Bthe Company’s Incentive Compensation Plan), or (b) but prior due to termination (x) by the Company not for Cause (as defined in the Company’s Incentive Compensation Plan) or (y) by the Option Holder for Good Reason (as defined in the Employment Agreement, dated as of October 23, 2001 (as amended), between the Option Holder, Arch Reinsurance Ltd. and the Company), the Option, to the filing extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for a period of three years following such termination of employment (but not beyond the Option Period). In the event of termination of employment (other than by the Company for Cause) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan), the Option shall continue to vest on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) at any time during the Option Period. In the event the Option Holder engages in a Competitive Activity, the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period). In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause (as defined in the Company’s Incentive Compensation Plan), the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation of a general release of claims in the form attached hereto as Exhibit C (the “Release”) and continued compliance with the Restrictive Covenants Subsidiaries (as defined belowin the Plan) through the effective date of the Release. The Release shall be delivered considered to Participant (or Participant’s estate’s) within five business days following the termination date, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply be service with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in law. (c) If Participant experiences a termination of Service for any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares on or prior to the date of such termination of Service (including any Earned Restricted Shares) automatically will be forfeited and terminated as of the termination date without consideration therefor.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the Option Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period Company due to his death or Permanent Disability (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance PeriodIncentive Compensation Plan), the Restricted Shares Option, to the extent not already exercisable in full, shall remain outstanding become immediately exercisable in full and eligible shall continue to vest and become Vested Shares upon be exercisable by the filing Option Holder (or his Beneficiary or estate in the event of his death) for a period of three years following such Annual Report on Form 10-K if termination of employment (but not beyond the Adjusted EBITDA Goal is achievedOption Period). 2. In the event of termination of employment (bother than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan) The treatment after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan), the Option shall continue to become exercisable on the schedule set forth in Section 2.3(a)(iparagraph (f) is subject to and conditioned upon Participant’s above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or Participant’s estate’ssimilar governing body) timely execution, delivery and non-revocation of another company or as a general release of claims in the form attached hereto as Exhibit C consultant for no more than 26 weeks per calendar year (the “ReleaseCompetitive Activity”) and continued compliance with shall continue to be exercisable by the Restrictive Covenants Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period). 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) through due to termination by the effective date Company not for Cause on or before the second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe Option, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in lawbe exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). (c) If Participant experiences 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of Service the Option Holder’s employment by the Company for any reason other than a Qualifying TerminationCause, all Restricted Shares that have not become Vested Shares on or prior the Option, to the date extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period); provided that, in the event of a Redundancy (as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the Option, to the extent not exercisable, shall become exercisable and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of Service employment (including any Earned Restricted Shares) automatically will be forfeited and terminated as but not beyond the Option Period). 5. In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. To the extent the Option is not exercisable at the time of termination date without consideration thereforof employment or the time the Option Holder enters into a Competitive Activity, as the case may be, the Option shall be immediately forfeited. 7. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. In the event the Option Holder ceases to be an employee of the Company (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period due to his death or Permanent Disability (as defined in Exhibit Bthe Company’s Incentive Compensation Plan) but prior or (b) due to termination by the Company not for Cause (as defined in the Company’s Incentive Compensation Plan), the Option, to the filing extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for a period of three years following such termination of employment (but not beyond the Option Period). In the event of termination of employment (other than by the Company for Cause) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan), the Option shall continue to vest on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year (“Competitive Activity”) and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for a period of three years following the later of (i) the last date this Option actually vests under paragraph (f) above or (ii) the date of termination of employment of the Option Holder (but in no event beyond the Option Period). In the event the Option Holder engages in a Competitive Activity, the Option, to the extent then exercisable, may be exercised for 90 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period). In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder’s employment by the Company for Cause (as defined in the Company’s Incentive Compensation Plan), the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares wholly owned subsidiaries shall remain outstanding and eligible be considered to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation of a general release of claims in the form attached hereto as Exhibit C (the “Release”) and continued compliance be service with the Restrictive Covenants (as defined below) through the effective date of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following the termination date, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in law. (c) If Participant experiences a termination of Service for any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares on or prior to the date of such termination of Service (including any Earned Restricted Shares) automatically will be forfeited and terminated as of the termination date without consideration therefor.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the Option Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period Company due to his death or Permanent Disability (as defined in Exhibit B) but prior the Employment Agreement, dated as of October , 2008, between the Option Holder and the Company, the “Employment Agreement”), the Option, to the filing extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Employment Agreement after the attainment of Retirement Age (as defined in the Company’s Annual Report Incentive Compensation Plan on Form 10-K for the Adjusted EBITDA Performance Perioddate hereof), the Restricted Shares Option shall remain outstanding and eligible continue to vest and become Vested Shares upon exercisable on the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment schedule set forth in Section 2.3(a)(iparagraph (f) is subject to and conditioned upon Participant’s above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or Participant’s estate’ssimilar governing body) timely execution, delivery and non-revocation of another company or as a general release of claims in the form attached hereto as Exhibit C consultant for no more than 26 weeks per calendar year (the “ReleaseCompetitive Activity”) and continued compliance with shall continue to be exercisable by the Restrictive Covenants Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) through due to termination (A) by the effective date Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement), in either case, on or before the second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe Option, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in lawbe exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). (c) If Participant experiences 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of Service the Option Holder’s employment by the Company for any reason other than a Qualifying TerminationCause, all Restricted Shares that have not become Vested Shares on or prior (A) the Option, to the date extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited; provided that, in the event of a Redundancy (as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the Option, to the extent not exercisable, shall become exercisable and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of Service employment (including any Earned Restricted Shares) automatically will be forfeited and terminated as but not beyond the Option Period). 5. In the event of a termination of the termination date without consideration thereforOption Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. (a) If Participant experiences a Qualifying TerminationSCPIE Management may terminate this Agreement at any time, then with or without cause, by giving 60 days' written notice to Executive. In the event of such termination under this paragraph 3(a), SCPIE Management shall be under no obligation except to pay to Executive his accrued and unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation, plus either (i) any Restricted Shares that are Earned Restricted Shares as in the event this Agreement is so terminated on or prior to December 31, 2003, additional compensation equal to the amount payable to Executive hereunder for two years at the rate in effect under paragraph 2(a) hereof at the date of such termination, or (ii) in the event this Agreement is so terminated after December 31, 2003, additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof at the date of such termination. Such amount (if any) payable under this paragraph 3(a) shall be payable between the 60th day after the date of such termination and the 30th day after the first anniversary of the date of such Qualifying Termination will vest and | become Vested Shares termination in such installments as Executive shall specify by written notice given to SCPIE Management within ten days after the date of such termination termination; provided, however, that if Executive does not give such written notice within said ten-day period, such amount (if any) payable under this paragraph 3(a) shall be payable in full on the 60th day after the date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achievedtermination. (b) The treatment set forth in Section 2.3(a)(i) is subject This Agreement also shall be terminated by the death of Executive. In the event of the death of Executive during the term of this Agreement, SCPIE Management shall be under no obligation except to pay to the Executive's personal representative the Executive's accrued but unpaid prorated compensation up to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation of a general release of claims in including the form attached hereto as Exhibit C (the “Release”) and continued compliance with the Restrictive Covenants (as defined below) through the effective date of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following the termination datehis death, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in lawincluding earned but unused vacation. (c) If Participant experiences a termination of Service for any reason other than a Qualifying TerminationThis Agreement shall also be terminated at such time as Executive becomes disabled (as hereinafter defined) from performing his duties under this Agreement in his normal and regular manner. In the event this Agreement is terminated by such disability, all Restricted Shares that have not become Vested Shares on or prior SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued but unpaid prorated compensation up to and including the date of such termination including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for six months, at the rate in effect under paragraph 2(a) hereof at the date of Service such termination. Such amount (if any) payable under paragraph 3(c)(ii) shall be payable in equal bi-weekly payments. Executive shall be considered "disabled" if, at the end of any month, Executive then is and has been, either for the four consecutive full calendar months then ending or on sixty percent or more of his normal working days during the six consecutive full calendar months then ending, unable due to mental or physical illness or injury to perform his duties under this Agreement in his normal and regular manner. (d) Executive may terminate this Agreement at any time, with or without cause, by giving 90 days' written notice to SCPIE Management. In the event of such termination under this paragraph 3(d), SCPIE Management shall be under no obligation except to pay Executive his accrued but unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation. (e) Unless this Agreement is terminated earlier pursuant to any Earned Restricted Shares) automatically will be forfeited and terminated as of the foregoing subparagraphs of this paragraph 3, this Agreement shall automatically terminate on December 31, 2005, and, in the event of such termination date without consideration thereforon such date, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued and unpaid prorated compensation up to and including such date, including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof on December 31, 2005. Such amount (if any) payable under paragraph 3(e)(ii) shall be payable between March 1, 2006 and January 10, 2007 in such installments as Executive shall specify by written notice given to SCPIE Management on or before January 10, 2006; provided, however, that if Executive does not give such written notice on or before January 10, 2006, such amount (if any) payable under paragraph 3(e)(ii) shall be payable in full on March 1, 2006. (f) In the event that Executive's services hereunder are terminated under any of the provisions of this Agreement (except by death), Executive agrees that if at that time he is President of SCPIE Management, he will, promptly upon the written request of the Board of Directors of SCPIE Management, deliver his written resignation as such President to the Board of Directors, such resignation to become effective immediately.

Termination of Service. (a) If Participant experiences a Qualifying TerminationSCPIE Management may terminate this Agreement at any time, then with or without cause, by giving 60 days' written notice to Executive. In the event of such termination under this paragraph 3(a), SCPIE Management shall be under no obligation except to pay to Executive his accrued and unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation, plus either (i) any Restricted Shares that are Earned Restricted Shares as in the event this Agreement is so terminated on or prior to December 31, 2005, additional compensation equal to the amount payable to Executive hereunder for two years at the rate in effect under paragraph 2(a) hereof at the date of such termination, or (ii) in the event this Agreement is so terminated after December 31, 2005, additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof at the date of such termination. Such amount (if any) payable under this paragraph 3(a) shall be payable between the 60th day after the date of such termination and the 30th day after the first anniversary of the date of such Qualifying Termination will vest and | become Vested Shares termination in such installments as Executive shall specify by written notice given to SCPIE Management within ten days after the date of such termination termination; provided, however, that if Executive does not give such written notice within said ten-day period, such amount (if any) payable under this paragraph 3(a) shall be payable in full on the 60th day after the date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achievedtermination. (b) The treatment set forth in Section 2.3(a)(i) is subject This Agreement also shall be terminated by the death of Executive. In the event of the death of Executive during the term of this Agreement, SCPIE Management shall be under no obligation except to pay to the Executive's personal representative the Executive's accrued but unpaid prorated compensation up to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation of a general release of claims in including the form attached hereto as Exhibit C (the “Release”) and continued compliance with the Restrictive Covenants (as defined below) through the effective date of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following the termination datehis death, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in lawincluding earned but unused vacation. (c) If Participant experiences a termination of Service for any reason other than a Qualifying TerminationThis Agreement shall also be terminated at such time as Executive becomes disabled (as hereinafter defined) from performing his duties under this Agreement in his normal and regular manner. In the event this Agreement is terminated by such disability, all Restricted Shares that have not become Vested Shares on or prior SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued but unpaid prorated compensation up to and including the date of such termination including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for six months, at the rate in effect under paragraph 2(a) hereof at the date of Service such termination. Such amount (if any) payable under paragraph 3(c)(ii) shall be payable in equal bi-weekly payments. Executive shall be considered "disabled" if, at the end of any month, Executive then is and has been, either for the four consecutive full calendar months then ending or on sixty percent or more of his normal working days during the six consecutive full calendar months then ending, unable due to mental or physical illness or injury to perform his duties under this Agreement in his normal and regular manner. (d) Executive may terminate this Agreement at any time, with or without cause, by giving 90 days' written notice to SCPIE Management. In the event of such termination under this paragraph 3(d), SCPIE Management shall be under no obligation except to pay Executive his accrued but unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation. (e) Unless this Agreement is terminated earlier pursuant to any Earned Restricted Sharesof the foregoing subparagraphs of this paragraph 3, this Agreement shall automatically terminate on December 31, 2007, and, in the event of such termination on such date, SCPIE Management shall be under no obligation except to pay to Executive (i) automatically will his accrued and unpaid prorated compensation up to and including such date, including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof on December 31, 2007. Such amount (if any) payable under paragraph 3(e)(ii) shall be forfeited payable between March 1, 2008 and January 10, 2009 in such installments as Executive shall specify by written notice given to SCPIE Management on or before January 10, 2008; provided, however, that if Executive does not give such written notice on or before January 10, 2008, such amount (if any) payable under paragraph 3(e)(ii) shall be payable in full on March 1, 2008. (f) In the event that Executive's services hereunder are terminated under any of the provisions of this Agreement (except by death), Executive agrees that if at that time he is President of SCPIE Management, he will, promptly upon the written request of the Board of Directors of SCPIE Management, deliver his written resignation as such President to the Board of Directors, such resignation to become effective immediately. (g) Notwithstanding anything contained herein, Executive shall be entitled to the payments, if any, under paragraphs 3(a), (b), (c), (d) and (e) 0above only in the event that the termination of Executive's employment which gives rise to such payments occurs prior to a Change in Control, as defined in that certain letter agreement, dated as of December 14, 2000, between SCPIE Holdings and Executive relating to severance benefits in the termination date without consideration thereforevent of a change in control of SCPIE Holdings.

Termination of Service. (a) If Participant experiences a Qualifying Terminationa. By the Company without Cause or by Executive for Good Reason. If, then (i) any Restricted Shares that are Earned Restricted Shares as of during the date of such Qualifying Termination will vest Term, Executive’s active service with the Company and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and its affiliates is terminated by the Company without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period Cause or by Executive’s resignation for Good Reason (as each such term is defined in Exhibit B) but prior Section 3 below), subject to the filing of the CompanyExecutive’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation execution of a general waiver and release of claims agreement substantially in the form attached hereto as Exhibit C A, and subject to the Executive’s compliance with the terms of Exhibit B attached hereto, Executive shall be entitled to receive: (i) a cash severance payment equal to one (1) times the Executive’s annual rate of base salary, as in effect prior to the date on which such termination occurs (or, if higher, as in effect prior to the occurrence identified in Section 3(c)(ii)), payable in equal installments, in accordance with the normal payroll practices of the Company over the twenty four (24) month period following the date of termination (the “ReleaseSeverance Period”); provided, however, that such severance payment shall be in lieu of notice or any other severance benefits to which the Executive might otherwise be entitled; and (ii) and the annual cash bonus that the Executive would have received, if the Executive had continued compliance to provide services to the Company through the end of the fiscal year of the Company in which such termination occurs (with the Restrictive Covenants determination of the amount, if any, of such bonus based on the Company’s performance in relation to the applicable performance targets previously established by the Company for such fiscal year, as determined in good faith by the Compensation Committee of the Board of Supervisory Directors of The ▇▇▇▇▇▇▇ Company B.V.), multiplied by the Pro-Rate Factor (as defined in Section 3 below) through (as applicable to the effective date Executive’s service with the Company) and paid at such time as the annual cash bonus would otherwise have been paid to the Executive; (iii) continuation of the Release. The Release shall be delivered to Participant (or ParticipantExecutive’s estate’s) within five business days following the termination date, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Release to coverage under the Company. The Company may update ’s health and welfare benefit plans and programs in which the Release attached hereto Executive was entitled to the extent necessary to reflect changes in law. (c) If Participant experiences a termination of Service for any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares on or participate immediately prior to the date of termination or continued payments to the Executive of the cost thereof, as applicable, to the extent permitted under the terms of such plans and programs, until the earlier to occur of (i) the end of the Severance Period and (ii) the date on which the Executive receives comparable health and welfare benefits from any subsequent employer; provided that, to the extent that the Company is unable to continue such benefits because the terms of such plan or program does not so permit, or if such continuation would violate Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall then provide the Executive with an economically equivalent benefit or payment determined on (to the extent health and welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the date of termination were non-taxable to the Executive) an after-tax basis; (iv) all earned and unpaid and/or vested, nonforfeitable amounts owing or accrued at the date of Executive’s termination of Service service (including include any Earned Restricted Sharesearned but unpaid base salary) automatically will be forfeited under any compensation and terminated as benefit plans, programs, and arrangements of the termination Company and its affiliates in which Executive theretofore participated, payable in accordance with the terms and conditions of the plans, programs, and arrangements (and agreements and documents thereunder) pursuant to which such compensation and benefits were granted or accrued; and (v) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of termination. b. By the Company for Cause or by Executive without consideration thereforGood Reason. If, during the Term, Executive’s active service with the Company and its affiliates is terminated by the Company for Cause or by Executive’s resignation without Good Reason, Executive shall be entitled to receive only those benefits described in Section 2(a)(iv) and (v) above.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the SAR Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if Company due to the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period SAR Holder’s death or Permanent Disability (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report Incentive Compensation Plan on Form 10-K for the Adjusted EBITDA Performance Perioddate hereof), the Restricted Shares SAR, to the extent not already exercisable in full, shall remain outstanding become immediately exercisable in full and eligible shall continue to vest and become Vested Shares upon be exercisable by the filing SAR Holder (or the SAR Holder’s Beneficiary or estate in the event of the SAR Holder’s death) for a period of three years following such Annual Report on Form 10-K if termination of employment (but not beyond the Adjusted EBITDA Goal is achievedSAR Period). 2. In the event of termination of employment (b) The treatment other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof, and other than as set forth in Section 2.3(a)(iparagraphs (j)(1) is subject or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the SAR shall continue to and conditioned upon Participant’s become exercisable on the schedule set forth in paragraph (f) above so long as the SAR Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or Participant’s estate’ssimilar governing body) timely execution, delivery and non-revocation of another company or as a general release of claims in the form attached hereto as Exhibit C consultant for no more than 26 weeks per calendar year (the “ReleaseCompetitive Activity”) and continued compliance with shall continue to be exercisable by the Restrictive Covenants SAR Holder (or the SAR Holder’s Beneficiary or estate in the event of the SAR Holder’s death) for the remainder of the SAR Period. In the event the SAR Holder engages in a Competitive Activity, (A) the SAR, to the extent then exercisable, may be exercised for 30 days following the date on which the SAR Holder engages in such Competitive Activity (but not beyond the SAR Period) and (B) the SAR, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the SAR Holder ceases to be an employee of the Company after a Change in Control (as defined below) through due to termination (A) by the effective date Company not for Cause or (B) by the SAR Holder for Good Reason (as defined in the Employment Agreement, dated as of October 23, 2001, as amended, between the SAR Holder and the Company), in either case, on or before the second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe SAR, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in lawbe exercisable by the SAR Holder for a period of 90 days following such termination of employment (but not beyond the SAR Period). (c) If Participant experiences 4. In the event that the SAR Holder ceases to be an employee of the Company for any other reason, except due to a termination of Service the SAR Holder’s employment by the Company for any reason other than a Qualifying TerminationCause, all Restricted Shares that have not become Vested Shares on or prior (A) the SAR, to the date extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the SAR Period) and (B) the SAR, to the extent then not exercisable, shall be immediately forfeited; provided that, in the event of a Redundancy (as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the SAR, to the extent not exercisable, shall become exercisable and shall continue to be exercisable by the SAR Holder for a period of 90 days following such termination of Service employment (including any Earned Restricted Shares) automatically will be forfeited and terminated as but not beyond the SAR Period). 5. In the event of a termination of the termination date without consideration thereforSAR Holder’s employment for Cause, the SAR shall immediately cease to be exercisable and shall be immediately forfeited. 6. For purposes of this SAR, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the Option Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if Company due to the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period Option Holder’s death or Permanent Disability (as defined in Exhibit B) but prior the Company’s Incentive Compensation Plan on the date hereof), the Option, to the filing extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for a period of three years following such termination of employment (but not beyond the Option Period). 2. In the event of termination of employment (other than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan on the date hereof and other than as set forth in paragraphs (j)(1) or (j)(3) hereof) after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan on the date hereof), the Option shall continue to become exercisable on the schedule set forth in paragraph (f) above so long as the Option Holder does not, without the written consent of the Company’s Annual Report , engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than (i) serving on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing board of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s directors (or Participant’s estate’ssimilar governing body) timely executionof another company or (ii) serving as a consultant for no more than 26 weeks per calendar year providing services that do not, delivery and non-revocation in whole or in part, relate to the business or operations of a general release of claims in the form attached hereto as Exhibit C an insurance or reinsurance company (the “ReleaseCompetitive Activity”) and continued compliance with shall continue to be exercisable by the Restrictive Covenants Option Holder (or the Option Holder’s Beneficiary or estate in the event of the Option Holder’s death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, (A) the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period) and (B) the Option, to the extent then not exercisable, shall be immediately forfeited. 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) through due to termination (A) by the effective date Company not for Cause or (B) by the Option Holder for Good Reason (as defined below), in either case, on or before the second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe Option, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in law. (c) If Participant experiences be exercisable by the Option Holder for a period of 90 days following such termination of Service for employment (but not beyond the Option Period). “Good Reason” shall have the meaning given to such term in any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares existing employment agreement between the Option Holder and the Company or Subsidiary as in effect on or prior to the date of grant of this Option or, in the absence of such termination an existing employment agreement in effect on the date of Service grant, it shall mean, without the Option Holder’s written consent, (including a) the material diminution of any Earned Restricted Shares) automatically will be forfeited and terminated as material duties or responsibilities of the termination date Option Holder without consideration thereforthe same being corrected within thirty (30) days after being given written notice thereof; or (b) a material reduction in the Option Holder’s Base Salary without the same being corrected within thirty (30) days after being given written notice thereof.

Termination of Service. (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as 1. In the event the Option Holder ceases to be an employee of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period Company due to his death or Permanent Disability (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance PeriodIncentive Compensation Plan), the Restricted Shares Option, to the extent not already exercisable in full, shall remain outstanding become immediately exercisable in full and eligible shall continue to vest and become Vested Shares upon be exercisable by the filing Option Holder (or his Beneficiary or estate in the event of his death) for a period of three years following such Annual Report on Form 10-K if termination of employment (but not beyond the Adjusted EBITDA Goal is achievedOption Period). 2. In the event of termination of employment (bother than by the Company for Cause, as such term is defined in the Company’s Incentive Compensation Plan) The treatment after the attainment of Retirement Age (as defined in the Company’s Incentive Compensation Plan), the Option shall continue to become exercisable on the schedule set forth in Section 2.3(a)(iparagraph (f) is subject to and conditioned upon Participant’s above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or Participant’s estate’ssimilar governing body) timely execution, delivery and non-revocation of another company or as a general release of claims in the form attached hereto as Exhibit C consultant for no more than 26 weeks per calendar year (the “ReleaseCompetitive Activity”) and continued compliance with shall continue to be exercisable by the Restrictive Covenants Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. In the event the Option Holder engages in a Competitive Activity, the Option, to the extent then exercisable, may be exercised for 30 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period). 3. In the event the Option Holder ceases to be an employee of the Company after a Change in Control (as defined below) through due to termination (A) by the effective date Company not for Cause or (B) by the Option Holder for Good Reason (as defined in the Employment Agreement, dated as of , between the Option Holder and , in either case, on or before the second anniversary of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following occurrence of the termination dateChange in Control, and Participant shall have 21 days thereafter (or 45 daysthe Option, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary not already exercisable in full, shall become immediately exercisable in full and shall continue to reflect changes in lawbe exercisable by the Option Holder for a period of 90 days following such termination of employment (but not beyond the Option Period). (c) If Participant experiences 4. In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of Service the Option Holder’s employment by the Company for any reason other than a Qualifying TerminationCause, all Restricted Shares that have not become Vested Shares on or prior the Option, to the date extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period); provided that, in the event of a Redundancy (as defined below), the Committee, in its sole discretion, may, in accordance with its authority under the Plan, determine that the Option, to the extent not exercisable, shall become exercisable and shall continue to be exercisable by the Option Holder for a period of 90 days following such termination of Service employment (including any Earned Restricted Shares) automatically will be forfeited and terminated as but not beyond the Option Period). 5. In the event of a termination of the Option Holder’s employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. 6. To the extent the Option is not exercisable at the time of termination date without consideration thereforof employment or the time the Option Holder enters into a Competitive Activity, as the case may be, the Option shall be immediately forfeited. 7. For purposes of this Option, service with any of the Company’s Subsidiaries (as defined in the Plan) shall be considered to be service with the Company.

Termination of Service. (a) If Participant experiences a Qualifying TerminationSCPIE Management may terminate this Agreement at any time, then with or without cause, by giving 60 days' written notice to Executive. In the event of such termination under this paragraph 3(a), SCPIE Management shall be under no obligation except to pay to Executive his accrued and unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation, plus either (i) any Restricted Shares that are Earned Restricted Shares as in the event this Agreement is so terminated on or prior to December 31, 2001, additional compensation equal to the amount payable to Executive hereunder for two years at the rate in effect under paragraph 2(a) hereof at the date of such termination, or (ii) in the event this Agreement is so terminated after December 31, 2001, additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof at the date of such termination. Such amount (if any) payable under this paragraph 3(a) shall be payable between the 60th day after the date of such termination and the 30th day after the first anniversary of the date of such Qualifying Termination will vest and | become Vested Shares termination in such installments as Executive shall specify by written notice given to SCPIE Management within ten days after the date of such termination termination; provided, however, that if Executive does not give such written notice within said ten-day period, such amount (if any) payable under this paragraph 3(a) shall be payable in full on the 60th day after the date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achievedtermination. (b) The treatment set forth in Section 2.3(a)(i) is subject This Agreement also shall be terminated by the death of Executive. In the event of the death of Executive during the term of this Agreement, SCPIE Management shall be under no obligation except to pay to the Executive's personal representative the Executive's accrued but unpaid prorated compensation up to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation of a general release of claims in including the form attached hereto as Exhibit C (the “Release”) and continued compliance with the Restrictive Covenants (as defined below) through the effective date of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following the termination datehis death, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in lawincluding earned but unused vacation. (c) If Participant experiences a termination of Service for any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares on or prior to the date of This Agreement shall also be terminated at such termination of Service time as Executive becomes disabled (including any Earned Restricted Sharesas hereinafter defined) automatically will be forfeited and terminated as of the termination date without consideration therefor.from performing his duties under this Agreement in his

Termination of Service. (a) If Participant experiences a Qualifying TerminationSCPIE Management may terminate this Agreement at any time, then with or without cause, by giving 60 days' written notice to Executive. In the event of such termination under this paragraph 3(a), SCPIE Management shall be under no obligation except to pay to Executive his accrued and unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation, plus either (i) any Restricted Shares that are Earned Restricted Shares as in the event this Agreement is so terminated on or prior to December 31, 2004, additional compensation equal to the amount payable to Executive hereunder for two years at the rate in effect under paragraph 2(a) hereof at the date of such termination, or (ii) in the event this Agreement is so terminated after December 31, 2004, additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof at the date of such termination. Such amount (if any) payable under this paragraph 3(a) shall be payable between the 60th day after the date of such termination and the 30th day after the first anniversary of the date of such Qualifying Termination will vest and | become Vested Shares termination in such installments as Executive shall specify by written notice given to SCPIE Management within ten days after the date of such termination termination; provided, however, that if Executive does not give such written notice within said ten-day period, such amount (if any) payable under this paragraph 3(a) shall be payable in full on the 60th day after the date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achievedtermination. (b) The treatment set forth in Section 2.3(a)(i) is subject This Agreement also shall be terminated by the death of Executive. In the event of the death of Executive during the term of this Agreement, SCPIE Management shall be under no obligation except to pay to the Executive's personal representative the Executive's accrued but unpaid prorated compensation up to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation of a general release of claims in including the form attached hereto as Exhibit C (the “Release”) and continued compliance with the Restrictive Covenants (as defined below) through the effective date of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following the termination datehis death, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in lawincluding earned but unused vacation. (c) If Participant experiences a termination of Service for any reason other than a Qualifying TerminationThis Agreement shall also be terminated at such time as Executive becomes disabled (as hereinafter defined) from performing his duties under this Agreement in his normal and regular manner. In the event this Agreement is terminated by such disability, all Restricted Shares that have not become Vested Shares on or prior SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued but unpaid prorated compensation up to and including the date of such termination including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for six months, at the rate in effect under paragraph 2(a) hereof at the date of Service such termination. Such amount (if any) payable under paragraph 3(c)(ii) shall be payable in equal bi-weekly payments. Executive shall be considered "disabled" if, at the end of any month, Executive then is and has been, either for the four consecutive full calendar months then ending or on sixty percent or more of his normal working days during the six consecutive full calendar months then ending, unable due to mental or physical illness or injury to perform his duties under this Agreement in his normal and regular manner. (d) Executive may terminate this Agreement at any time, with or without cause, by giving 90 days' written notice to SCPIE Management. In the event of such termination under this paragraph 3(d), SCPIE Management shall be under no obligation except to pay Executive his accrued but unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation. (e) Unless this Agreement is terminated earlier pursuant to any Earned Restricted Sharesof the foregoing subparagraphs of this paragraph 3, this Agreement shall automatically terminate on December 31, 2006, and, in the event of such termination on such date, SCPIE Management shall be under no obligation except to pay to Executive (i) automatically will his accrued and unpaid prorated compensation up to and including such date, including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof on December 31, 2006. Such amount (if any) payable under paragraph 3(e)(ii) shall be forfeited payable between March 1, 2007 and January 10, 2008 in such installments as Executive shall specify by written notice given to SCPIE Management on or before January 10, 2007; provided, however, that if Executive does not give such written notice on or before January 10, 2007, such amount (if any) payable under paragraph 3(e)(ii) shall be payable in full on March 1, 2007. (f) In the event that Executive's services hereunder are terminated under any of the provisions of this Agreement (except by death), Executive agrees that if at that time he is President of SCPIE Management, he will, promptly upon the written request of the Board of Directors of SCPIE Management, deliver his written resignation as such President to the Board of Directors, such resignation to become effective immediately. (g) Notwithstanding anything contained herein, Executive shall be entitled to the payments, if any, under paragraphs 3(a), (b), (c), (d) and (e) above only in the event that the termination of Executive's employment which gives rise to such payments occurs prior to a Change in Control, as defined in that certain letter agreement, dated as of December 14, 2000, between SCPIE Holdings and Executive relating to severance benefits in the termination date without consideration thereforevent of a change in control of SCPIE Holdings.

Termination of Service. (a) If Participant experiences a Qualifying TerminationSCPIE Management may terminate this Agreement at any time, then (i) any Restricted Shares that are Earned Restricted Shares as with or without cause, by giving 60 days’ written notice to Executive. In the event of such termination under this paragraph 3(a), SCPIE Management shall be under no obligation except to pay to Executive his accrued and unpaid prorated compensation up to and including the date of such Qualifying Termination will vest termination, including earned but unused vacation, plus either (i) in the event this Agreement is so terminated on or prior to December 31, 2008, and | become Vested Shares as Executive continues in employment with SCPIE Management until such termination, additional compensation equal to the amount payable to Executive hereunder for two years at the rate in effect under paragraph 2(a) hereof at the date of such termination date and termination, or (ii) any Restricted Shares that are not Earned Restricted Shares as in the event this Agreement is so terminated after December 31, 2008, and Executive continues in employment with SCPIE Management until such termination, additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof at the date of such Qualifying Termination will termination. Such amount (if any) payable under this paragraph 3(a) shall be forfeited and terminated without consideration therefor. For clarity, if payable in a lump sum within ten (10) days after the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period (as defined in Exhibit B) but prior to the filing of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing date of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achievedtermination. (b) The treatment set forth in Section 2.3(a)(i) is subject This Agreement also shall be terminated by the death of Executive. In the event of the death of Executive during the term of this Agreement, SCPIE Management shall be under no obligation except to pay to the Executive’s personal representative the Executive’s accrued but unpaid prorated compensation up to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation of a general release of claims in including the form attached hereto as Exhibit C (the “Release”) and continued compliance with the Restrictive Covenants (as defined below) through the effective date of the Release. The Release shall be delivered to Participant (or Participant’s estate’s) within five business days following the termination datehis death, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in lawincluding earned but unused vacation. (c) If Participant experiences a termination of Service for any reason other than a Qualifying TerminationThis Agreement shall also be terminated at such time as Executive becomes disabled (as hereinafter defined) from performing his duties under this Agreement in his normal and regular manner. In the event this Agreement is terminated by such disability, all Restricted Shares that have not become Vested Shares on or prior and Executive continues in employment with SCPIE Management until such termination, SCPIE Management shall be under no obligation except to pay to Executive (i) his accrued but unpaid prorated compensation up to and including the date of such termination including earned but unused vacation, plus (ii) additional compensation equal to the amount payable to Executive hereunder for six months, at the rate in effect under paragraph 2(a) hereof at the date of Service such termination. Such amount (if any) payable under paragraph 3(c)(ii) shall be payable in a lump sum within ten (10) days after the date of such termination. Executive shall be considered “disabled” if Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of SCPIE Management. If there should be a dispute between SCPIE Management and Executive as to Executive’s Disability, such dispute shall be settled by the opinion of an impartial reputable physician selected by the parties for such purpose. The certificate of such physician as to the matter in dispute shall be final and binding on the parties. (d) Executive may terminate this Agreement at any time, with or without cause, by giving 90 days’ written notice to SCPIE Management. In the event of such termination under this paragraph 3(d), SCPIE Management shall be under no obligation except to pay Executive his accrued but unpaid prorated compensation up to and including the date of such termination, including earned but unused vacation. (e) Unless this Agreement is terminated earlier pursuant to any Earned Restricted Sharesof the foregoing subparagraphs of this paragraph 3, this Agreement shall automatically terminate on December 31, 2010, and, in the event of such termination on such date, SCPIE Management shall be under no obligation except to pay to Executive (i) automatically will his accrued and unpaid prorated compensation up to and including such date, including earned but unused vacation, plus (ii) and Executive continues in employment with SCPIE Management until such termination, additional compensation equal to the amount payable to Executive hereunder for one year at the rate in effect under paragraph 2(a) hereof on December 31, 2010. Such amount (if any) payable under paragraph 3(e)(ii) shall be forfeited payable in a lump sum on or prior to January 10, 2011. (f) In the event that Executive’s services hereunder are terminated under any of the provisions of this Agreement (except by death), Executive agrees that if at that time he is President of SCPIE Management, he will, promptly upon the written request of the Board of Directors of SCPIE Management, deliver his written resignation as such President to the Board of Directors, such resignation to become effective immediately. (g) Notwithstanding anything contained herein, Executive shall be entitled to the payments, if any, under paragraphs 3(a), (b), (c), (d) and terminated (e) above only in the event that the termination of Executive’s employment which gives rise to such payments occurs prior to a Change in Control, as defined in that certain letter agreement, dated as of December 14, 2000, between SCPIE Holdings and Executive relating to severance benefits in the termination date without consideration thereforevent of a change in control of SCPIE Holdings.

Termination of Service. In the event the Option Holder ceases to be an employee of the Company (a) If Participant experiences a Qualifying Termination, then (i) any Restricted Shares that are Earned Restricted Shares as of the date of such Qualifying Termination will vest and | become Vested Shares as of such termination date and (ii) any Restricted Shares that are not Earned Restricted Shares as of such Qualifying Termination will be forfeited and terminated without consideration therefor. For clarity, if the Qualifying Termination occurs following the end of the Adjusted EBITDA Performance Period due to his death or Permanent Disability (as defined in Exhibit Bthe Company's Incentive Compensation Plan), or (b) but prior due to termination (x) by the Company not for Cause (as defined in the Company's Incentive Compensation Plan) or (y) by the Option Holder for Good Reason (as defined in the Employment Agreement, dated as of , between the Option Holder and ), the Option, to the filing extent not already exercisable in full, shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for a period of three years following such termination of employment (but not beyond the Option Period). In the event of termination of employment (other than by the Company for Cause) after the attainment of Retirement Age (as defined in the Company's Incentive Compensation Plan), the Option shall continue to vest on the schedule set forth in paragraph (f) above so long as the Option Holder does not engage in any activity in competition with any activity of the Company or any of its Subsidiaries other than serving on the board of directors (or similar governing body) of another company or as a consultant for no more than 26 weeks per calendar year ("Competitive Activity") and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for a period of three years following the later of (i) the last date this Option actually vests under paragraph (f) above or (ii) the date of termination of employment of the Option Holder (but in no event beyond the Option Period). In the event the Option Holder engages in a Competitive Activity, the Option, to the extent then exercisable, may be exercised for 90 days following the date on which the Option Holder engages in such Competitive Activity (but not beyond the Option Period). In the event that the Option Holder ceases to be an employee of the Company for any other reason, except due to a termination of the Option Holder's employment by the Company for Cause (as defined in the Company's Incentive Compensation Plan), the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). In the event of a termination of the Option Holder's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company’s Annual Report on Form 10-K for the Adjusted EBITDA Performance Period, the Restricted Shares shall remain outstanding and eligible to vest and become Vested Shares upon the filing of such Annual Report on Form 10-K if the Adjusted EBITDA Goal is achieved. (b) The treatment set forth in Section 2.3(a)(i) is subject to and conditioned upon Participant’s (or Participant’s estate’s) timely execution, delivery and non-revocation of a general release of claims in the form attached hereto as Exhibit C (the “Release”) and continued compliance with the Restrictive Covenants 's Subsidiaries (as defined belowin the Plan) through the effective date of the Release. The Release shall be delivered considered to Participant (or Participant’s estate’s) within five business days following the termination date, and Participant shall have 21 days thereafter (or 45 days, if necessary to comply be service with Applicable Law) to execute and deliver the Release to the Company. The Company may update the Release attached hereto to the extent necessary to reflect changes in law. (c) If Participant experiences a termination of Service for any reason other than a Qualifying Termination, all Restricted Shares that have not become Vested Shares on or prior to the date of such termination of Service (including any Earned Restricted Shares) automatically will be forfeited and terminated as of the termination date without consideration therefor.