The named executive officers received the following number of PSUs (target): Craig R. Smiddy, 86,737 PSUs; Frank J. Sodaro, 27,100 PSUs; W. Todd Gray, 31,700 PSUs; Carolyn Monroe, 26,200 PSUs; and Stephen J. Oberst, 36,250 PSUs.
Options
The options under the 2024 Stock Option Award Agreements vest in equal installments over three years, subject to continued employment with the Company.
The named executive officers received the following number of Options: Craig R. Smiddy, 186,479 Options; Frank J. Sodaro, 60,000 Options; W. Todd Gray, 70,000 Options; Carolyn Monroe, 58,000 Options; and Stephen J. Oberst, 80,000 Options.
Effect of Separation from Service
With respect to the RSUs and the Options, in the event of the executive’s separation from service for any reason prior to vesting, all awards held by the executive shall be automatically forfeited by the executive as of the date of termination, unless such termination was due to the executive’s retirement due to Disability or death. In addition, if the executive retires in good standing on or after attaining age 65 and with 10 years of service with the Company and/or its subsidiaries, the awards will continue to vest for the remainder of the three-year period, subject to the executive’s ongoing compliance with any restrictive covenants contained in any agreement with, or any plan, policy, or program of, the Company and/or its subsidiaries.
With respect to the PSUs, in the event of the executive’s separation from service for any reason prior to the end of the performance period, all PSUs held by the executive shall be automatically forfeited by the executive as of the date of termination, unless such termination was due to the executive’s retirement due to Disability, death, or the executive retires in good standing on or after attaining age 65 and with 10 years of service with the Company and/or its subsidiaries, in which event, the grantee will continue to be eligible to vest in the PSUs, depending upon the achievement of the performance as determined after the end of the performance period and subject to the executive’s ongoing compliance with any restrictive covenants contained in any agreement with, or any plan, policy, or program of, the Company and/or its subsidiaries.
In addition, the 2022 Incentive Compensation Plan contains additional terms regarding the treatment of a RSU, PSU, or Option award upon a change of control of the Company.
The Old Republic International Employees Retirement Plan (“Company Pension Plan”) assumed the obligations and assets of other retirement plans maintained by certain subsidiaries. All of these plans have been closed to new employees for many years. The accrued benefit levels available to each participant in the Company Pension Plan were frozen at December 31, 2013 and no new benefits have accrued to participants since that date.
Mr. Oberst is currently eligible for early retirement benefits and/or in-service withdrawals under the Company Pension Plan. Messrs. Smiddy, Sodaro, and Gray and Ms. Monroe are not participants in the Company Pension Plan or any pension plan previously sponsored by a subsidiary of the Company. Under the Company Pension Plan, as it applies to Mr. Oberst, benefits were determined by taking into account 1.5% of the participant’s “Final Average Monthly Earnings” (1/60th of the aggregate earnings of the employee during the period of the five consecutive years of service out of the last ten consecutive years of service that results in the highest “Final Average Monthly Earnings”) multiplied by the participant’s years of service. Earnings included base salary and commissions, but excluded bonuses and cash and deferred incentive compensation awards granted under any Company or subsidiaries’ incentive plans or KEPRPs. Early retirement benefits are available under the Company Pension Plan for persons who are eligible and elect to retire after attaining age 55 provided they have at least five years of vested service with the Company. In this case, early retirement benefits are adjusted based upon the participant’s age at retirement. The adjustment begins at 50% of normal benefits at age 55. For participants age 55 to 60, the early retirement benefits increase by 3.33% per year. Between ages 60 and 65, they increase by 6.66% per year until they reach 100%. Vested benefits can be paid upon an employee’s attainment of age 70.5. The minimum age for participants to request an in-service withdrawal is 59.5.
