Exhibit


Exhibit 10.1


OneBeacon Insurance Group, Ltd.
Long-Term Incentive Plan
2016-2018 Performance Share Grant




THIS GRANT (this “Grant”) is made, effective as of February 24, 2016, between OneBeacon Insurance Group, Ltd., a Bermuda company limited by shares (the "Company") and <First NAME> <Last NAME> (the "Participant").


RECITALS:


WHEREAS, the Board of Directors of the Company has adopted the OneBeacon Long-Term Incentive Plan (2007), as amended (the “Plan”), which Plan is incorporated herein by reference and made part of this Grant; and 
WHEREAS, the Performance Compensation Subcommittee of the Compensation Committee of the Board of Directors (the “Committee”) has determined that it would be in the best interests of the Company to grant the performance share award provided for herein to the Participant pursuant to the Plan and the terms set forth herein.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1.Definitions.  Capitalized terms not defined in the body of this Grant shall have the meanings ascribed to them in the Annex attached hereto and incorporated by reference. Capitalized terms not defined in the body of this Grant or in the Annex shall have the same meaning as in the Plan.


2.Grant of Performance Shares.  Pursuant to Section 6 of the Plan, the Company hereby grants to the Participant a Performance Share Award (this “Award”) of <grant> Performance Shares (the “Performance Shares”), in consideration of services to be rendered by Participant to the Company.


3.Vesting. Except as otherwise provided herein, provided that the Participant has remained continuously employed through the applicable Vesting Date, the Performance Shares will vest on December 31, 2017 (the “Vesting Date”).


4.Award Period.  The Award Period shall be January 1, 2016 through December 31, 2018.


5.Performance Objective.  The Performance Objective shall be annual 12.0% Growth in Book Value per Common Share (GBVPS) including an adjustment for dividends paid.  The GBVPS for the Award Period as a whole will be the average (mean) of the GBVPS as determined by the Board in its sole discretion for each of the three Performance Periods.


6.Performance Percentage.  The Performance Percentage shall be dependent on the extent to which the Performance Objective is attained, and shall be determined as follows:


	
		
	GBVPS
	Performance Percentage

	5.0% or lower
	0%

	12.0%
	100%

	19.0% or higher
	200%







    
    


Exhibit 10.1


The Growth in Book Value per Common Share for the Award Period is calculated to the nearest one-tenth of one percent.  For GBVPS between 5.0% and 19.0%, the Performance Percentage will be determined on the basis of straight line interpolation.


7.Award Payment.  Subject to all terms and conditions of the Plan and to Participant’s compliance with Section 10 of this Agreement, the Participant’s Actual Value at the end of the Award Period will be settled in cash, in the Company’s Class A Common Shares (“Shares”), or partly in cash and partly in Shares, as determined by the Committee.


(a)To the extent settled in cash, the cash value will be:


i.the Actual Value, times 
ii.the percentage of the Award settled in cash; and


(b)To the extent settled in Shares, the number of Shares issued will be:


i.    the Actual Value, divided by 
ii.    the Market Value of a share, times 
iii.    the percentage of the Award settled in Shares 


8.Termination of Employment. Except as provided in Section 6 of the Plan, this Award shall be canceled, and no payment shall be payable hereunder, if the Participant’s continuous employment or Related Employment with the Company shall terminate for any reason prior to the end of the Award Period.


9.Successors and Assigns. This Grant shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company shall request any purchaser of a business unit in which the Participant is employed (a “Purchaser”), to fully assume the obligations of the Company under this Grant.  If a Purchaser declines to assume such obligations, the Company shall remain obligated under the terms of this Grant.


10.Withholding. The Participant agrees to make appropriate arrangements with the Company for satisfaction of any applicable income tax withholding  requirements, including the payment to the Company, at the termination of the Award Period (or such earlier or later date as may be applicable under the Code), of all such taxes and other amounts, and the Company shall be authorized to take such action as may be necessary, in the opinion of the Company’s counsel (including, without limitation, withholding amounts from any compensation, including cash or Shares payable in settlement of this Award, or other amount owing from the Company to the Participant), to satisfy all obligations for the payment of such taxes and other amounts.


11.Reduction of the Award. Notwithstanding anything to the contrary herein, the Board, in its sole discretion (but subject to applicable law), may reduce any amounts payable to the Participant in order to satisfy any liabilities owed to the Company by the Participant.


12.Clawback Policy. Amounts paid pursuant to this Grant are subject to clawback by the Company pursuant to the Clawback Policy adopted by the Board of Directors of the Company on June 16, 2010.  The Clawback Policy provides that, in the event of a restatement of the financial statements of the Company for failure to comply with the federal securities laws due to misconduct of the Participant, the Board of Directors of the Company may require the Participant to reimburse the Company for all or a portion of his or her Award; provided, however, that in the event of fraud, the Participant shall reimburse the Company for all of his or her Award.



    
    


Exhibit 10.1


13.Securities Laws. If any portion of this Award is settled in Shares, at the termination of the Award Period, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws and with this Agreement.
14.No Right to Continued Employment. Neither the Plan nor this Grant shall be construed as giving the Participant the right to be retained in the employ of, or in any consulting relationship to, the Company or any of its subsidiaries. Further, the Company may at any time dismiss the Participant or discontinue any consulting relationship, free from any liability or any claim under the Plan or this Grant, except as otherwise expressly provided in the Plan and in this Grant. In addition, nothing herein shall obligate the Company to make future Grants to the Participant.


15.Award Subject to Plan. By entering in this Grant the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan, understands the terms of the Plan and this Award and that this Award is subject to all of the terms and provisions set forth in the Plan and in this Grant and accepts this Performance Share Award subject to all such terms and conditions which are incorporated herein by reference, including, but not limited to, the requirement to execute a Confidentiality and Nonsolicitation Agreement. In the event of a conflict between any term or provision contained in this Grant and a terms or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.


16.Compliance with Section 409A of the Internal Revenue Code. Notwithstanding anything in this Agreement to the contrary, to the extent that this Agreement constitutes a nonqualified deferred compensation plan to which Internal Revenue Code Section 409A applies, the administration of this Award (including time and manner of payments under it) shall comply with Section 409A.


17.Designation of Beneficiary by Participant. A Participant may name a beneficiary to receive any payment to which he/she may be entitled in respect of this Award in the event of his/her death, by notifying the Company. A Participant may change his/her beneficiary from time to time in the same manner. If the Participant has not designated a beneficiary or if no designated beneficiary is living on the date on which any amount becomes payable to a Participant’s beneficiary, that amount shall be paid to the Participant’s estate.


18.No Rights as Shareholder. Participant will not be considered a shareholder of the Company for any purpose with respect to this Award unless and until Shares are issued to you in settlement of this Award.


19.Restrictions on Transfer of Performance Shares. Performance Shares may not be sold, transferred, pledged, exchanged, hypothecated or disposed of by you and shall not be subject to execution, attachment or similar process.


20.Notices. Any notice necessary under this Grant shall be addressed to the Company and to the Participant at the address appearing in the personnel records of the Company for such Participant or to either party at such other address as such party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.


21.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Bermuda.


22.Entire Agreement:  This Grant, the Plan, and the rules and procedures adopted by the Committee, contain all of the provisions applicable to the Award and no other statements, documents or 

    
    


Exhibit 10.1


practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to you.


23.Signature in Counterparts. This Grant may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.


IN WITNESS WHEREOF, the parties hereto have executed this Grant effective as of the day and year first above written.


PARTICIPANT                    ONEBEACON INSURANCE GROUP, LTD.






By:  _____________________            By:     /s/    T. Michael Miller 
<First Name><Last Name>                T. Michael Miller
President and Chief Executive Officer


                                


_____________________
Date


Award Details:


2016-2018 Performance Share Plan
<# Shares> Shares Granted



    
    


Exhibit 10.1


Annex


Key Definitions


Terms used in this Grant shall have the following meanings:


Actual Value shall mean:


		
	i)
	the number of Performance Shares granted, times 


		
	ii)
	the Performance Percentage, times 


iii)          (a) the Market Value of a Share at the date that the Committee certifies the Performance Percentage, plus (b) the per share equivalent of dividends paid in the period from February 24, 2016 to the date that the Committee certifies the Performance Percentage.


Growth in Book Value per Common Share shall mean:


The annual internal rate of return produced by a) the Change in Per Share GAAP Shareholders Equity plus b) Dividends Paid during the period.  For purposes of this calculation the following definitions should be used:


		
	i)
	Change in Per Share GAAP Shareholders’ Equity - (a) the Company’s GAAP Shareholders’ Equity at the end of the period (measured on an as converted/as diluted basis) divided by (b) the number of as converted / as diluted common shares of the Company outstanding at the end of the period, minus (c) the Company’s GAAP Shareholders’ Equity at the beginning of the period (measured on an as converted/as diluted basis) divided by (d) the number of as converted / as diluted common shares of the Company outstanding at the beginning of the period,


		
	ii)
	Dividends Paid - the per share dividends paid on the Company’s Common Shares over the period.


Market Value shall mean:


the average closing price of the company’s Shares calculated using the closing price of the Shares on each of the five (5) trading days preceding the date that the Committee certifies the Performance Percentage.


Performance Percentage shall mean: 


a percentage of no less than 0% and no more than 200%, which percentage was determined by the Committee, as outlined in Paragraph 6 of this Performance Share Grant and in accordance with the Plan. 


Performance Period shall mean:


Each of the fiscal years of the Company ending December 31, 2016, 2017 and 2018, respectively.


Performance Share shall mean: 


a performance share granted to participant under the Company’s Long-Term Incentive Plan having the financial equivalence of one Class A common share of the Company, conditioned upon the attainment of the specified Performance Objective(s) over the specified Award Period.