Exhibit 10.1


 





EMPLOYMENT AGREEMENT


 


This Employment Agreement,
(the “Agreement”), effective as of the Commencement Date defined below is made between Selective Insurance
Company of America , a New Jersey corporation with a principal place of business at 40 Wantage Avenue, Branchville, New Jersey
07890 (the “Company”) and Gregory E. Murphy, an individual residing in New Jersey with a mailing address
of [ADDRESS REDACTED] (the “Executive”).


 


SECTION 1.    
definitions.


 


1.1.       
Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:


 


“Agreement”
has the meaning given to such term in the Preamble hereto.


 


“Board”
means the Board of Directors of the Company’s Parent.


 


“Cause”
means that if the Board, after giving Executive, with his own counsel, the opportunity to meet with it, shall determine in good
faith, by written resolution of not less than two-thirds percent (66.67%) of the entire membership of the Board (excluding the
Executive if the Executive is a member of the Board) at a special meeting called for that purpose, that any one or more of the
following has occurred:


 


(i)            the
Executive shall have been convicted by a court of competent jurisdiction of, or pleaded guilty or nolo contendere to, any felony
under, or within the meaning of, applicable United States federal or state law;


 


(ii)           the Executive shall have breached in any respect any one or more of the material provisions of this Agreement, including, without
limitation, any failure to comply with the Code of Conduct, and, to the extent such breach may be cured, such breach shall have
continued for a period of thirty (30) days after written notice by the Company’s Parent’s Board to the Executive specifying
such breach; or


 


(iii)         the Executive shall have engaged in misconduct in the performance of the Executive’s duties and obligations to the Company
which constitute common law fraud or other gross malfeasance of duty.


 


For purposes of clauses
(ii) and (iii) of this definition of “Cause”, no act, or failure to act, on the part of the Executive shall be considered
grounds for “Cause” under such clauses if such act, or such failure to act, was done or omitted to be done based upon
authority or express direction given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for
the Company.


 


“Change in Control”
means the occurrence of an event of a nature that would be required to be reported by the Company’s Parent in response to
Item 5.01 of a Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange
Act; provided, however, that a Change in Control shall, in any event, conclusively be deemed to have occurred upon the first
to occur of any one of the following events:


 






     


     


    

                                       


(i)            The acquisition by any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2)
of the Securities Exchange Act or any successor provisions to either of the foregoing), including, without limitation, any current
shareholder or shareholders of the Company’s Parent, of securities of the Company’s Parent resulting in such person
or group being a “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act) of twenty-five percent
(25%) or more of any class of Voting Securities of the Company’s Parent;


 


(ii)           The acquisition by any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2)
of the Securities Exchange Act or any successor provisions to either of the foregoing), including, without limitation, any current
shareholder or shareholders of the Company’s Parent, of securities of the Company’s Parent resulting in such person
or group being a “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act) of twenty percent
(20%) or more, but less than twenty-five percent (25%), of any class of Voting Securities of the Company’s Parent, if the
Board adopts a resolution that such acquisition constitutes a Change in Control;


 


(iii)         The sale or disposition of more than seventy-five percent (75%) of the Company’s Parent’s assets on a consolidated
basis, as shown in the Company’s Parent’s then most recent audited consolidated balance sheet;


 


(iv)          The reorganization, recapitalization, merger, consolidation or other business combination involving the Company’s Parent
the result of which is the ownership by the shareholders of the Company’s Parent of less than eighty percent (80%) of those
Voting Securities of the resulting or acquiring Person having the power to vote in the elections of the board of directors of such
Person; or


 


(v)            A change in the membership in the Board which, taken in conjunction with any other prior or concurrent changes, results in
fifty percent (50%) or more of the Board’s membership being persons not nominated by the Company’s Parent’s management
or the Board as set forth in the Company’s Parent’s then most recent proxy statement, excluding changes resulting from
substitutions by the Board because of retirement or death of a director or directors, removal of a director or directors by the
Board or resignation of a director or directors due to demonstrated disability or incapacity.


 


(vi)          Anything in this definition of Change in Control to the contrary notwithstanding, no Change in Control shall be deemed to have
occurred for purposes of this Agreement by virtue of any transaction which results in the Executive, or a group of Persons which
includes the Executive, acquiring, directly or indirectly, Voting Securities of the Company’s Parent.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Code of Conduct”
has the meaning given to such term in Section 2.3 hereof.


 


“Commencement
Date” has the meaning given to such term in Section 2.2 hereof.


 






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“Company”
has the meaning given to such term in the Preamble hereto and includes any Person which shall succeed to or assume the obligations
of the Company hereunder pursuant to Section 5.7 hereof.


 


“Company’s
Parent” means Selective Insurance Group, Inc., a publicly-traded New Jersey corporation with a principal office at 40
Wantage Avenue, Branchville, New Jersey 07890.


 


“Covered Employee”
means a covered employee, within the meaning of Section 162(m)(3) of the Code, of the Company.


 


“Disability” shall mean:
(i) a long-term disability entitling the Executive to receive benefits under the Company’s long-term disability plan as then
in effect; or (ii) if no such plan is then in effect or the plan does not apply to the Executive, the inability of the Executive,
as determined by the Board or its designee, to perform the essential functions of his regular duties and responsibilities, with
or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably
be expected to last) for a period of six (6) consecutive months. At the request of the Executive or his personal representative,
determination by the Board or its designee that the Disability of the Executive has occurred shall be certified by two physicians
mutually agreed upon by the Executive, or his personal representative, and the Company. Without such independent certification
(if so requested by the Executive), the Executive’s termination shall be deemed a termination by the Company without Cause
and not a termination by reason of his Disability.


 


“Early Termination”
has the meaning given to such term in Section 3.2 hereof.


 


“Executive”
has the meaning given to such term in the Preamble prior to Section 1 hereof.


 


“Notice of Termination”
means a written notice which shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) set forth
in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment
under the provision so indicated and, (iii) specify the date of termination in accordance with this Agreement (other than for a
termination for Cause).


 


“Person”
means an individual, partnership, corporation, association, limited liability company, trust, joint venture, unincorporated organization,
and any government, governmental department or agency or political subdivision thereof.


 


“Plans”
has the meaning given to such term in Section 2.4(b)(i) hereof.


 


“Rabbi Trust”
has the meaning given to such term in Section 3.4(d) hereof.


 


“Release”
has the meaning given to such term in Section 3.5 hereof.


 


“Restrictive
Covenants” has the meaning given to such term in Section 3.5 hereof.


 


“Retirement”
means a termination of the Executive’s employment by the Company or the Executive (i) at such age as shall be established
by the Company’s Board for mandatory or normal retirement of Company executives in general (which age shall be, if the determination
of Retirement is made after the occurrence of a Change in Control, the age established by the Company’s Board prior to a
Change in Control), which shall not be less than age 65, or (ii) at any other retirement age set by mutual agreement of the Company
and the Executive and approved by the Company’s Board.


 






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“Salary”
has the meaning given to such term in Section 2.4(a) hereof.


 


“Section 409A”
means Section 409A of the Code and the regulations of the Treasury and other applicable guidance promulgated thereunder.


 


“Section 409A
Tax” has the meaning given to such term in Section 3.6 hereof.


 


“Securities Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Term”
has the meaning given to such term in Section 2.2 hereof.


 


“Termination
Date” means the date of the Executive’s termination of employment with the Company and its affiliates. If the Executive’s
employment is to be terminated by the Company for Disability, the Executive’s employment shall terminate thirty (30) days
after a Notice of Termination is given; provided that the Executive shall not have returned to the performance of the Executive’s
duties on a full-time basis during such thirty (30) day period. If the Executive’s employment is to be terminated by the
Company for Cause, the Executive (together with his counsel) shall first have an opportunity to be heard before the Board of the
Company’s Parent after a Notice of Termination is given.


 


“Triggering Event”
has the meaning given to such term in Section 3.4(d) hereof.


 


“Trustee”
has the meaning given to such term in Section 3.4(d) hereof.


 


“Voting Securities”
means, with respect to a specified Person, any security of such Person that has, or may have upon an event of default or in respect
to any transaction, a right to vote on any matter upon which the holder of any class of common stock of such Person would have
a right to vote.


 


1.2.         Terms Generally. Unless the context of this Agreement requires otherwise, words importing the singular number shall
include the plural and vice versa, and any pronoun shall include the corresponding masculine, feminine and neuter forms.


 


1.3.         Cross-References. Unless otherwise specified, references in this Agreement to any Paragraph or Section are references
to such Paragraph or Section of this Agreement.


 


SECTION 2.    
Employment and Compensation. The following terms and conditions will
govern the Executive’s employment with the Company throughout the Term.


 


2.1.         Employment. The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company,
on the terms and conditions set forth herein.


 


2.2.         Term. The term of employment of the Executive under this Agreement shall commence as of February 1, 2020 (the “Commencement
Date”) and, subject to Section 3 hereof, shall terminate on February 1, 2021 (the “Term”) unless terminated
by either party by written notice to the other party.


 






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2.3.         Duties. The Executive agrees to his employment by the Company and service during the Term as Executive Chairman of the
Company’s Parent, a position to which the Board of the Company’s Parent has separately so appointed him. In such capacity,
the Executive shall have the responsibilities and duties customary for such office and such other executive responsibilities and
duties as are assigned by the Chief Executive Officer of the Company and the Company’s Parent and/or the Board which are
consistent with the Executive’s position. The Executive agrees to devote a reasonable amount of his business time, attention
and services to the business and affairs of the Company’s Parent and its affiliates in light of his position and to perform
his duties to the best of his ability. At all times during the performance of this Agreement, the Executive will adhere to the
Code of Conduct of the Company’s Parent that also applies to the Company (the “Code of Conduct”) that
has been or may hereafter be established and communicated by the Board to the Executive for the conduct of the position or positions
held by the Executive. During the Term, the Executive (i) may not accept directorships on the board of directors of for-profit
corporations without the prior written consent of the Board, which shall not be unreasonably withheld, and (ii) may accept directorships
on the board of directors of not-for-profit corporations without the Board’s prior written consent so long as (a) such
directorships do not interfere with Executive’s ability to carry out his responsibilities under this Agreement, and (b) Executive
promptly notifies the Board in writing of the fact that he has accepted such a non-profit directorship.


 


2.4.         Compensation.


 


(a)           Salary and ACIP. For all services rendered by the Executive under this Agreement, the Company shall pay the Executive
a salary during the Term at a rate of not less than Seven Hundred Fifty Thousand Dollars ($750,000.00) per year (the “Salary”),
payable in installments in accordance with the Company’s policy from time to time in effect for payment of salary to executives.


 


The Executive will also be eligible to participate
in the Annual Cash Incentive Program (“ACIP”) under the Selective Insurance Group, Inc. Cash Incentive Plan (“Cash
Incentive Plan”) in accordance with and subject to its terms for performance year 2020, for which any payment is expected
to be paid in March of 2021, but in any event during 2021. This ACIP will provide the Executive with the opportunity to earn a
cash payment based upon the level of Executive’s individual performance and the achievement of annual Company targets. The
payment range of the annual cash incentive for the Executive’s grade level is 0% to 300% of the Executive’s annual
base salary.


 


(b)           Benefits.


 


(i)            Standard
Benefits: During the Term, the Executive shall be eligible to participate in, receive, or continue to receive benefits
under the Selective Insurance Retirement Savings Plan (“401k Plan”), the Retirement Income Plan For Selective Insurance
Company of America, as amended, the Selective Insurance Company of America Deferred Compensation Plan, the Selective Insurance
Supplemental Pension Plan, the Company’s Selections Benefits Program (which includes medical, dental, vision, prescription
drug, life, and flexible spending accounts) and any other, pension, group insurance, retirement, profit sharing, relocation plan
or policy, or any other plan, program, policy or arrangement of the Company intended to benefit similarly situated employees of
the Company generally, if any, in accordance with the respective provisions thereof, from time to time in effect (collectively,
the “Plans”).


 






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(ii)           Restricted
Stock Units, Annual Cash Incentive Payment, and Cash Incentive Unit Awards for Executive’s Prior Position. For his
service before the Commencement Date as Chairman and Chief Executive Officer, this Agreement shall not impact the Executive’s
ability to receive and the Executive shall continue to be eligible for a long-term stock incentive (“LTIP”) award
consisting of (A) restricted stock units (“RSUs”) under the Selective Insurance Group, Inc. 2014 Omnibus Stock Plan,
As Amended and Restated Effective as of May 2, 2018 (“Stock Plan”), and (B) cash incentive units (“CIUs”
) under the Cash Incentive Plan as part of the Company’s Parent’s annual grant to Company executives under each of
the Stock Plan and the Cash Incentive Plan made in the first quarter of 2020.


 


(iii)         Cash Bonus for Service as Executive Chairman. Provided the Executive is employed with the Company for the Term
and in lieu of any additional LTIP under the Stock Plan and LTIP under the Cash Incentive Plan for services provided in 2020, the
Company shall pay the Executive a cash bonus of One Million Dollars ($1,000,000) within ten (10) business days following February
1, 2021.


 


(c)           Reimbursements. During the Term, the Executive shall be entitled to reimbursements for ordinary and necessary travel
and entertainment expenses in accordance with the Company’s policies on such matters from time to time in effect.


 


(d)           Perquisites. During the Term, the Company shall provide the Executive with suitable offices, secretarial and other services,
and other perquisites to which other executives of the Company generally are (or become) entitled, to the extent as are suitable
to the character of the Executive’s position with the Company, subject to such specific limits on such perquisites as may
from time to time be imposed by the Company’s Parent’s Board and the Chief Executive Officer.


 


(e)           Taxable
Reimbursements and Perquisites. Any taxable reimbursement of business or other expenses, or any provision of taxable in-kind
perquisites or other benefits to the Executive, as specified under this Agreement, shall be subject to the following conditions:
(i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the
expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year; (ii) the reimbursement
of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii)
the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.


 


 


SECTION 3.    
Termination and Severance.


 


3.1.         Termination. The Executive’s employment and service hereunder as Executive Chairman of the Company’s Parent
shall commence on the Commencement Date and continue until the expiration of the Term, except that the employment and service of
the Executive as Executive Chairman hereunder shall earlier terminate:


 


(a)         
Death. Upon the Executive’s death.


 


(b)         
Disability. At the option of the Company’s Parent or the Company, upon the Disability of the Executive.


 






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(c)         
For Cause. At the option of the Company’s Parent or the Company, for Cause.


 


(d)         
Resignation/Retirement. At any time at the option of the Executive, by resignation or Retirement.


 


(e)         
Without Cause. At any time at the option of the Company, without Cause; provided, that a termination of the Executive’s
employment hereunder by the Company based on Retirement, Death, or Disability shall not be deemed to be a termination without Cause.


 


3.2.         Procedure For Termination. Any termination of the Executive’s employment by the Company, or termination of his
service as Executive Chairman by the Company’s Parent, or termination by the Executive prior to the expiration of the Term
(an “Early Termination”) shall be communicated by delivery of a Notice of Termination to the other party hereto
given in accordance with Section 5.14 hereof; provided, however, that in the event the Company or the Company’s
Parent terminates the Executive’s employment or service as Executive Chairman for Cause based upon the Board’s determination
that one or both of the events described in clause (ii) or (iii) of the definition of Cause shall have occurred, the Company or
the Company’s Parent, as applicable, shall also deliver, together with any such Notice of Termination, a copy of the resolution
of the Board making any such determination. Any Early Termination shall become effective as of the applicable Termination Date.


 


3.3.         Rights and Remedies on Termination. The Executive will be entitled to receive the payments and benefits specified below
if there is an Early Termination.


 


(a)           Accrued Salary. If the Executive’s employment is terminated pursuant to any of the Paragraphs set forth in Section
3.1 hereof, then the Executive (or his legal representative, as applicable), except as set forth in subparagraphs (b), (c), and
(d) below, shall only be entitled to receive his accrued and unpaid Salary through the Termination Date.


 


(b)           Severance Payments.


 


(i)            If the Executive’s employment is terminated pursuant to Paragraphs (a), (b), or (e) in Section 3.1 hereof, then the Executive
(or his legal representative, as applicable) shall be entitled to receive a severance payment from the Company in an aggregate
amount equal to the unpaid Salary through the end of the Term plus an amount (if any) equal to the target of the 2020 performance
year ACIP payment range of the annual cash incentive for employees at the Executive’s grade level plus the One Million
Dollars ($1,000,000) Cash Bonus specified in Section 2.4(b)(iii); provided that each payment of any such severance payment
received or to which Executive otherwise would be entitled to receive shall be reduced, on a pro-rata basis, by the amount of payments
the Executive receives under any life or disability insurance policies with respect to which the premiums were paid by the Company;
provided that only the disability payments that are paid or payable for the period during which the severance is paid as set forth
subparagraph (ii) below will reduce the Salary, Cash Bonus, and ACIP payments otherwise payable during such period.


 


(ii)           The
severance payment required to be paid by the Company to the Executive pursuant to Paragraph (b)(i) above, shall, subject to Section
3.6, be paid in equal monthly installments over the twelve (12) month period following the Termination Date; provided, however,
that the first such installment shall be made upon the sixtieth (60th) day following the Termination Date, and shall include all
amounts that would have been paid between the Termination Date and such date.


 






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(c)           Severance Benefits.


 


(i)            If the Executive’s employment is terminated pursuant to any of the Paragraphs set forth in Section 3.1 hereof, then the
Executive (or his legal representative, as applicable) shall be entitled to receive the benefits which the Executive has accrued
or earned or which have become payable under the Plans as of the Termination Date, but which have not yet been paid to the Executive.
Payment of any such benefits shall be made in accordance with the terms of such Plans.


 


(ii)           If
the Executive’s employment is terminated pursuant to Paragraph (e) in Section 3.1 hereof, and if the Executive is eligible
for and timely elects continuation coverage pursuant to Section 601 et. seq. of the Employee Retirement Income Security Act of
1974, as amended, Section 4980B of the Code or similar state continuation coverage law (together “COBRA”) under any
insured or self-insured medical, dental or vision plan maintained by the Company (other than any health and/or dependent care flexible
account plan), then, for a period of twenty-four (24) months, or until the Executive is no longer eligible for COBRA coverage under
the particular plan, the Company will reimburse the Executive, on a taxable basis, for the cost of such COBRA coverage less the
amount that the Executive would be required to contribute toward health coverage if he had remained an active employee of the Company.
Such reimbursement payments will commence on the first payroll date of the month following the Termination Date and will be paid
on the first payroll date of each subsequent month. The Executive shall not be entitled to reimbursement for the cost of any COBRA
coverage elected separately by his current or former spouse or dependent child. Notwithstanding the foregoing, in the event that
any such plan is fully insured, any such reimbursement requirement shall apply to the extent permitted by the Patient Protection
and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Health Care
Law”).


 


Any portion of the continued or replacement welfare
benefits coverage provided for under this Section 3.3(c)(ii) which constitutes deferred compensation subject to Section 409A shall
be subject to the following conditions: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided
in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any
other taxable year (except with respect to annual, lifetime or similar limits under arrangements providing for the reimbursement
of medical expenses under Section 105(b) of the Code); (ii) the reimbursement of an eligible expense shall be made no later than
the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits
shall not be subject to liquidation or exchange for another benefit.


 


(d)           Rights Under Plans.


 


(i)           
If the Executive’s employment is terminated pursuant to Paragraphs (a), (b), or (e) in Section 3.1 hereof, then, subject
to the provisions of Section 3.5, the Executive shall be entitled to the following rights with respect to any stock options, stock
appreciation rights, restricted stock grants, restricted stock units, cash incentive units, or stock bonuses theretofore granted
by the Company or the Company’s Parent to the Executive under any Plan, whether or not provided for in any agreement with
the Company or the Company’s Parent; (i) all unvested stock options, stock appreciation rights, restricted stock grants,
restricted stock units, or stock bonuses, shall be vested in full on the Termination Date, notwithstanding any provision to the
contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or the Company’s
Parent or any Plan; (ii) to the extent that any such stock options or stock appreciation rights shall require by their terms the
exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to the contrary in
any agreement or any Plan, be the earliest of (A) the fifth anniversary of the Termination Date, (B) the tenth anniversary of
the date of grant of any awards under any Plan, and (C) the original expiration date had the Executive’s employment not
so terminated; provided, however, that no such extension of the period in which an incentive stock option, within the meaning
of Section 422(b) of the Code, may be exercised shall occur without the consent of the Executive if such extension would result
in such incentive stock option failing to continue to qualify for the federal income tax treatment afforded incentive stock options
under Section 421 of the Code; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock appreciation
rights, restricted stock grants, restricted stock units, or stock bonuses, shall have the effect of subjecting the Executive to
liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof shall be
deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive to such
liability.


 



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(ii)           If the Executive’s employment is terminated pursuant to Paragraphs (c) and (d) in Section 3.1 hereof, the Executive shall
remain fully vested in any Plans and awards under Plans to the extent he was so vested as of the Commencement Date of this Agreement,
subject to any performance-based award conditions other than continued service and the provisions of Section 3.5.


 


(e)           No Double Dipping.


 


(i)            The severance payments and severance benefits the Executive may be entitled to receive pursuant to this Section 3.3 shall be
in lieu of any of the payments and benefits the Executive may be entitled to receive pursuant to any other agreement, plan or arrangement
providing for the payment of severance payments or benefits.


 


(ii)           The Executive expressly disclaims any interest he may have in the Selective Insurance Company of America Severance Plan.


 


3.4.         Rights and Remedies on Termination After Change in Control. If the Executive’s employment is terminated during
the Term pursuant to Section 3.1 (e) in contemplation of or following a Change of Control, the Executive shall be entitled to receive
the following payments and benefits in lieu of and not in addition to those provided under Section 3.3.


 


(a)           Severance Payments. The Executive shall be entitled to receive a severance payment from the Company in an aggregate
amount equal to the amount calculable under Section 3.3 (b). Such amounts shall be paid, subject to Sections 3.5 and 3.6, sixty
(60) days following the Termination Date; provided that, if and to the extent any portion of the payments under this Section 3.4
(a) constitute deferred compensation subject to Section 409A, then such amounts shall be paid at the times specified in Section
3.3 (b)(ii) unless the Change of Control qualifies as a change in the Company’s ownership, a change in the effective control
of the Company, or a change in the ownership of a substantial portion of the assets of the Company as described in the regulations
related to Section 409A (Section 1.409A-3(i)(5)).


 


(b)           Severance
Benefits. The Executive shall be entitled to receive the same severance benefits at the same times as specified in Section
3.3 (c).


 


(c)           Rights
Under Plans. Subject to the provisions of Section 3.5, the Executive shall be entitled to the following rights with respect
to any stock options, stock appreciation rights, restricted stock grants, restricted stock units, cash incentive units, or stock
bonuses theretofore granted by the Company or the Company’s Parent to the Executive under any Plan, whether or not provided
for in any agreement with the Company or the Company’s Parent: (i) all unvested stock options, stock appreciation rights,
restricted stock grants, restricted stock units, or stock bonuses, shall be vested in full on the Termination Date, notwithstanding
any provision to the contrary or any provision requiring any act or acts by the Executive in any agreement with the Company or
the Company’s Parent or any Plan; (ii) to the extent that any such stock options or stock appreciation rights shall require
by their terms the exercise thereof by the Executive, the last date to exercise the same shall, notwithstanding any provision to
the contrary in any agreement or any Plan, be the earliest of (A) the fifth (5th) anniversary of the Termination Date,
(B) the tenth anniversary of the date of grant of any awards under any Plan, and (C) the original expiration date had the Executive’s
employment not so terminated; provided, however, that no such extension of the period in which an incentive stock option, within
the meaning of Section 422(b) of the Code, may be exercised shall occur without the consent of the Executive if such extension
would result in such incentive stock option failing to continue to qualify for the federal income tax treatment afforded incentive
stock options under Section 421 of the Code; and (iii) if the vesting or exercise pursuant hereto of any such stock options, stock
appreciation rights, restricted stock grants, restricted stock units, or stock bonuses shall have the effect of subjecting the
Executive to liability under Section 16(b) of the Securities Exchange Act or any similar provision of law, the vesting date thereof
shall be deemed to be the first day after the Termination Date on which such vesting may occur without subjecting the Executive
to such liability.


 






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(d)           Rabbi
Trust. The Company shall maintain a trust intended to be a grantor trust within the meaning of subpart E, Part I, subchapter
J, chapter 1, subtitle A of the Code (the “Rabbi Trust”). Coincident with the occurrence of a Change in Control,
the Company shall promptly deliver to a bank as trustee of the Rabbi Trust (the “Trustee”), an amount of cash
or certificates of deposit, treasury bills or irrevocable letters of credit adequate to fully fund the payment obligations of the
Company under this Section 3.4. The Company and Trustee shall enter into a trust agreement that shall provide that barring the
insolvency of the Company, amounts payable to the Executive under this Section 3.4 (subject to Sections 3.5 and 3.6) shall be paid
by the Trustee to the Executive ten (10) days after written demand by the Executive to the Trustee, with a copy to the Company,
certifying that such amounts have become due and payable under this Section 3.4 because the Executive’s employment has been
terminated pursuant to a Change in Control (a “Triggering Event”). Such trust agreement shall also provide that
if the Company shall, prior to payment by the Trustee, object in writing to the Trustee, with a copy to the Executive, as to the
payment of any amounts demanded by the Executive under this Section 3.4, certifying that such amounts are not due and payable to
the Executive because a Triggering Event has not occurred, such dispute shall be resolved by binding arbitration as set forth in
Section 5.9 hereof.


 


3.5.         Conditions to Severance Payments and Benefits.


 


(a)           The Executive’s right to receive the severance payments and benefits pursuant to Sections 3.3 and 3.4 hereof, is expressly
conditioned upon (a) receipt by the Company of a written release (a “Release”) executed by the Executive in
the form of Exhibit A hereto, on or before the fiftieth (50th) day following the Termination Date and the expiration
of the revocation period described therein without such Release having been revoked, and (b) the compliance by the Executive with
the covenants, terms or provisions of Sections 4.1, 4.2 and 4.3 hereof (the “Restrictive Covenants”). If the
Executive shall fail to deliver a Release in accordance with the terms of this Section 3.5 or shall breach any of the Restrictive
Covenants, the Company’s obligation to make the severance payments and to provide the severance benefits pursuant to Sections
3.3 and 3.4 hereof shall immediately and irrevocably terminate.


 


(b)           Except where the Executive’s employment is terminated pursuant to Section 3.1(a) or (b), during any calendar year in
which the Executive is a Covered Employee, if any stock-based or cash incentive unit awards of the Executive are intended to qualify
as “performance based compensation” within the meaning of Section 162(m) of the Code, then the Executive’s entitlement,
if any, to accelerated vesting of his stock-based and cash incentive unit awards pursuant to Section 3.3 or 3.4 of this Agreement
shall apply only to the accelerated lapse of any service requirement, and the Executive shall be entitled to such stock-based awards,
or to the vesting thereof, only if and to the extent that the applicable performance criteria applicable to such awards are satisfied.


 


3.6.         Section
409A Tax. Notwithstanding anything herein to the contrary, to the extent any payment or provision of benefits under this
Agreement upon the Executive’s “separation from service” is subject to Section 409A of the Code, no such payment
shall be made, and Executive shall be responsible for the full cost of such benefits,
for six (6) months following the Executive's "separation from service" if the Executive is a "specified
employee" of the Company on the date of such separation from service. On the expiration of such six (6) month period, any
payments delayed, and an amount sufficient to reimburse the Executive for the cost of benefits met by the Executive, during such
period shall be aggregated (the “Make-Up Amount”) and paid in full to the Executive, and any succeeding payments
and benefits shall continue as scheduled hereunder. The Company shall credit the Make-Up
Amount with interest at no less than the interest rate it pays for short-term borrowed funds, such interest to accrue from the
date on which payments would have been made, or benefits would have been provided, by the Company to the Executive absent the
six-month delay. The terms "separation from service" and "specified employee" shall have the meanings
set forth under Section 409A and the regulations and rulings issued thereunder. Furthermore, the Company shall not be required
to make, and the Executive shall not be required to receive, any severance or other payment or benefit under Sections 3.3 or 3.4
hereof if the making of such payment or the provision of such benefit or the receipt thereof shall result in a tax to the Executive
arising under Section 409A of the Code (a “Section 409A Tax”). For purposes of Section 409A, any right to a
series of installment payments or provision of benefits in installments under Sections 3.3 and 3.4 of this Agreement shall be
treated as a right to a series of separate payments. For purposes of and if and to the extent necessary to comply with Section
409A with respect to deferred compensation subject to Section 409A, any reference in this Agreement to the Executive’s “termination
of employment” or words of similar import shall mean the Executive’s “separation from service” from the
Company, and the Executive’s Termination Date shall mean the date of his “separation from service” from the
Company.


 






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SECTION 4.    
Restrictive Covenants.


 


4.1.         Confidentiality.
The Executive agrees that he will not, either during the Term or at any time after the expiration or termination of the Term,
disclose to any other Person any confidential or proprietary information of the Company, the Company’s Parent, or their
subsidiaries, except for (a) disclosures to directors, officers, key employees, independent accountants and counsel of the Company,
the Company’s Parent and their subsidiaries as may be necessary or appropriate in the performance of the Executive’s
duties hereunder, (b) disclosures which do not have a material adverse effect on the business or operations of the Company, the
Company’s Parent and their subsidiaries, taken as a whole, (c) disclosures which the Executive is required to make by law
or by any court, arbitrator or administrative or legislative body (including any committee thereof) with apparent jurisdiction
to order the Executive to disclose or make accessible any information, (d) disclosures with respect to any other litigation,
arbitration or mediation involving this Agreement and (e) disclosures of any such confidential or proprietary information that
is, at the time of such disclosure, generally known to and available for use by the public otherwise than by the Executive’s
wrongful act or omission. The Executive agrees not to take with him upon leaving the employ of the Company any document or paper
relating to any confidential information or trade secret of the Company, the Company’s Parent and their subsidiaries, except
that Executive shall be entitled to retain (i) papers and other materials of a personal nature, including but limited to,
photographs, correspondence, personal diaries, calendars and Rolodexes (so long as such Rolodexes do not contain the Company’s
only copy of business contact information), personal files and phone books, (ii) information showing his compensation or
relating to his reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes,
and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Company.


 


4.2.         Non-Solicitation of Employees. The Executive agrees that, except in the course of performing his duties hereunder, he
will not, either during the Term and for a period of two (2) years after the expiration or termination of the Term, directly or
indirectly, solicit or induce or attempt to solicit or induce or cause any of the employees of the Company, the Company’s
Parent or their subsidiaries to leave the employ of the Company, the Company’s Parent or any of their subsidiaries.


 


4.3.         Intellectual Property
 & Company Creations.  


 


(a)           Definitions.
Included Activity means  at the relevant time of determination, any activity conducted by, for or under the
Company’s direction, whether or not conducted at the Company’s facilities, during working hours or using the Company’s
resources, or which relates directly or indirectly to (i) the Company’s business as then operated or under consideration
or development or (ii) any method, program, computer software, apparatus, design, plan, model, specification, formulation, technique,
product, process (including, without limitation, any business processes and any operational processes) or device, then purchased,
sold, leased, used or under consideration or development by the Company. Development means any idea, discovery, improvement,
invention (including without limitation any discovery of new technology and any improvement to existing technology), Confidential
Information, know-how, innovation, writing, work of authorship, compilation and other development or improvement, whether or not
patented or patentable, copyrightable, or reduced to practice or writing. The Company Creation means any Development
that arises out of any Included Activity.


 






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(b)           Assignment.  Executive
hereby sells, transfers and assigns to (and the following shall be the exclusive property of) the Company, or its designee(s),
the entire right, title and interest of Executive in and to all Company Creations made, discovered, invented, authored, created,
developed, originated or conceived by Executive, solely or jointly, (i) during the term of Executive’s employment with the
Company or (ii) on or before the first anniversary of the date of termination of Executive’s employment with the Company.
Executive acknowledges that all copyrightable materials developed or produced by Executive within the scope of Executive's employment
by the Company constitute works made for hire, as that term is defined in the United States Copyright Act 17 U.S.C. § 101.
Executive shall bear the burden to prove that any Development did not arise out of an Included Activity.


 


(c)           Disclosure
 & Cooperation.  Executive shall communicate promptly and disclose to the Company, in such form as the Company
may reasonably request, all information, details, and data pertaining to any Company Creations, and Executive shall execute and
deliver to the Company or its designee(s) such formal transfers and assignments and such other papers and documents and shall give
such testimony as may be deemed necessary or required of Executive by the Company or its designee to develop, preserve or extend
the Company's rights relating to any Company Creations and to permit the Company or its designee to file and prosecute patent applications
and, as to copyrightable material, to obtain copyright registrations thereof. Executive hereby appoints the Company as Executive's
attorney-in-fact to execute on Executive's behalf any assignments or other documents deemed necessary by the Company to protect
or perfect its rights to any Creations.


 


(d)           Exclusion.
If any Company Creation fully qualifies under any applicable state or federal law that (i) restricts the enforcement of the
provisions of Sections 4.3(b) or 4.3(c) by the Company against any Company employee and (ii) prohibits the waiver of such employee
rights by contract, then as to such qualifying Company Creations, the provisions of Sections 4.3(b) and 4.3(c) shall only apply
to the extent, if any, not prohibited by such law.


 


(e)           Excluded
 & Licensed Developments. Attached is a list of all Developments made by Executive before Executive’s employment
with the Company commenced that Executive desires to exclude from this Agreement (Excluded Developments). Executive
represents that if no such list is attached, there are no Excluded Developments. As to any Development (other than a Company Creation)
in which Executive has an interest at any time prior to or during Executive’s employment with the Company, including without
limitation, any Excluded Development, any Development not arising from an Included Activity or any Development in which Executive
otherwise acquires any interest (a Separate Development), prior to (i) using such Separate Development in any way
in the course of Executive’s employment with the Company or (ii) disclosing the Separate Development to any employee, contractor,
customer or agent of the Company, Executive shall inform the Company in writing of Executive’s intention to so use or disclose
the Separate Development (the Separate Development Notice) and shall not so use or disclose the Separate Development
unless the Company consents in writing to such use or disclosure. Executive hereby grants to The Company an exclusive, royalty-free,
irrevocable, worldwide right and license to exercise any all rights with respect to any Separate Development that Executive so
uses or discloses, irrespective of whether such use or disclosure is in accordance with or in breach of this notice requirement,
unless the Separate Development Notice expressly makes reference to this Section of this Agreement and specifies the license restrictions
or royalties required and the Company agrees in writing to such restrictions or royalties.


 






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SECTION 5.    
Miscellaneous Provisions.


 


5.1.         Stock Ownership Requirements. The Executive’s position remains subject to the stock ownership requirements and
hedging prohibitions adopted and amended from time-to-time by the Board of Directors of the Company’s Parent and contained
in the Corporate Governance Guidelines found in the Corporate Governance section of www.selective.com. Under these guidelines,
as Executive Chairman, the Executive must maintain ownership of 4.0 times his base salary then in effect in common stock of the
Company’s Parent. Shares of Selective common stock currently owned, awards of restricted stock and restricted stock units
(including related dividend equivalent units) not yet vested and shares of Selective common stock held in benefit plan investments
(i.e. 401(k) Plan) shall be considered in determining such ownership. Unexercised stock options are not counted in calculating
ownership.


 


5.2.         No Mitigation; Offsets. The Executive shall not be required to mitigate damages or the amount of any payment provided
for under this Agreement by seeking other employment or otherwise and no future income earned by the Executive from employment
or otherwise shall in any way reduce or offset any payments due to the Executive hereunder. Assuming a payment or otherwise is
due Executive under this Agreement, the Company may offset against any amount due Executive under this Agreement only those amounts
due Company in respect of any undisputed, liquidated obligation of Executive to the Company.


 


5.3.         Governing Law. The provisions of this Agreement will be construed and interpreted under the laws of the State of New
Jersey, without regard to principles of conflicts of law.


 


5.4.         Injunctive Relief and Additional Remedy. The Executive acknowledges that the injury that would be suffered by the Company,
the Company’s Parent, or their subsidiaries as a result of a breach of the provisions of Sections 4.1, 4.2 and 4.3 hereof
would be irreparable and that an award of monetary damages to the Company, the Company’s Parent, or their subsidiaries for
such a breach would be an inadequate remedy. Consequently, the Company, the Company’s Parent, or their subsidiaries will
have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach
or otherwise to specifically enforce any provision of this Agreement, and the Company, the Company’s Parent, or their subsidiaries
will not be obligated to post bond or other security in seeking such relief. Each of the parties hereby irrevocably submits to
the exclusive jurisdiction of the federal and state courts of the State of New Jersey for the purpose of injunctive relief.


 


5.5.         Representations and Warranties by Executive. The Executive represents and warrants to the best of his knowledge that
the execution and delivery by the Executive of this Agreement do not, and the performance by the Executive of the Executive’s
obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment,
writ, injunction, or order of any court, arbitrator or governmental agency applicable to the Executive or (b) conflict with, result
in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Executive is
a party or by which the Executive is or may be bound.


 


5.6.         Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure
nor any delay by either party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such
right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or
further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent
permitted by applicable law, (a) no waiver that may be given by a party will be applicable except in the specific instance
for which it is given; and (b) no notice to or demand on one party will be deemed to be a waiver of any obligation of such
party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in
this Agreement.


 






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5.7.         Assignment. No right or benefit under this Agreement shall be assigned, transferred, pledged or encumbered (a) by the
Executive except by a beneficiary designation made by will or the laws of descent and distribution or (b) by the Company or the
Company’s Parent except that the Company or the Company’s Parent may assign this Agreement and all of its rights hereunder
to any Person with which it may merge or consolidate or to which it may sell all or substantially all of its assets; provided
that such Person shall, by agreement in form and substance satisfactory to the Executive, expressly assume and agree to perform
this Agreement for the remainder of the Term in the same manner and to the same extent that the Company or the Company’s
Parent would be required to perform it if no such merger, consolidation or sale had taken place. Subject to the foregoing, this
Agreement shall be binding upon and inure to the benefit of the Company, the Company’s Parent and each of their successors
and assigns, and the Executive, his heirs, legal representatives and any beneficiary or beneficiaries designated hereunder.


 


5.8.         Entire Agreement; Amendments. As of the Commencement Date of this Agreement, this Agreement contains the entire agreement
between the Company (and the Company’s Parent) and Executive with respect to the subject matter hereof and supersedes and
replaces all prior agreements and understandings, oral or written, between the Company (and the Company’s Parent) and Executive
with respect to the subject matter hereof, including but not limited to the Employment Agreement between the Executive and the
Company dated as of December 23, 2008. This Agreement may not be amended orally, but only by an agreement in writing signed by
the parties hereto.


 


5.9.         Arbitration. Any dispute which may arise between the Executive and the Company’s Parent and/or the Company with
respect to the construction, interpretation or application of any of the terms, provisions, covenants or conditions of this Agreement
or any claim arising from or relating to this Agreement will be submitted to final and binding arbitration by three (3) arbitrators
in Newark, New Jersey, under the expedited rules of the American Arbitration Association then obtaining. One such arbitrator shall
be selected by each of: (i) the Company and/or the Company’s Parent, as applicable and (ii) the Executive, and the two arbitrators
so selected shall select the third arbitrator. Selection of all three arbitrators shall be made within thirty (30) days after the
date the dispute arose. The written decision of the arbitrators shall be rendered within ninety (90) days after selection of the
third arbitrator. The decision of the arbitrators shall be final and binding on the Company and or the Company’s Parent,
as applicable, and the Executive and may be entered by any of these parties in any New Jersey federal or state court having jurisdiction.


 


5.10.       Legal Costs. The Company and/or the Company’s Parent, as applicable, shall pay any reasonable attorney’s
fees and costs incurred by the Executive in connection with any dispute regarding this Agreement so long as Executive’s claim(s)
or defense(s) in such action are asserted in the good faith belief that they are not frivolous. The Company and/or the Company’s
Parent, as applicable, shall pay any such fees and costs promptly following its receipt of written requests therefor, which requests
shall be made no more frequently than once per calendar month.


 






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5.11.       Severability. In the case that any one or more of the provisions contained in this Agreement shall, for any reason,
be held invalid or unenforceable, the other provisions of this Agreement shall remain in full force and effect. Any provision of
this Agreement held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held
invalid or unenforceable.


 


5.12.       Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which will be deemed to
be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
This Agreement may be executed via facsimile.


 


5.13.       Headings; Interpretation. The various headings contained herein are for reference purposes only and do not limit or
otherwise affect any of the provisions of this Agreement. It is the intent of the parties that this Agreement not be construed
more strictly with regard to one party than with regard to any other party.


 


5.14.       Notices. (a) All notices, requests, demands and other communications required or permitted under this Agreement
shall be in writing and sent as follows:


 


If to the Company and/or the Company’s
Parent, to:


 


Selective Insurance Company of America

40
Wantage Avenue

Branchville, New Jersey 07890

Attn: General Counsel




 


If to the Executive, to:


 


Gregory E. Murphy


[ADDRESS REDACTED]


 


(b)           All notices and other communications required or permitted under this Agreement which are addressed as provided in Paragraph
(a) of this Section 5.14, (i) if delivered personally against proper receipt shall be effective upon delivery, and (ii) if sent
(A) by certified or registered mail with postage prepaid or (B) by Federal Express or similar courier service with courier fees
paid by the sender, shall be effective upon receipt. The parties hereto may from time to time change their respective addresses
and/or facsimile numbers for the purpose of notices to that party by a similar notice specifying a new address and/or facsimile
number, but no such change shall be deemed to have been given unless it is sent and received in accordance with this Section 5.14.


 


5.15.       Withholding. All amounts payable by the Company to the Executive hereunder (including, but not limited to, the Salary
or any amounts payable pursuant to Sections 3.3 and/or 3.4 hereof) shall be reduced prior to the delivery of such payment to the
Executive by an amount sufficient to satisfy any applicable federal, state, local or other withholding tax requirements.


 




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IN WITNESS WHEREOF, the
Company and Executive have executed this Agreement as of the Commencement Date.


 





	 	SELECTIVE INSURANCE COMPANY OF AMERICA
	 	 	 
	 	By:  	/s/ Michael
H. Lanza




	 	 	Michael H. Lanza




	 	 	Executive Vice President, General Counsel




	 	 	 
	 	EXECUTIVE:
	 	 	 
	 	/s/ Gregory E. Murphy
	 	Gregory E. Murphy




 




    -16-


     


    

 


EXHIBIT A


 


FORM OF RELEASE


 


Reference is hereby made
to the Employment Agreement, effective as of January 31, 2020 (the “Employment Agreement”), by and between Selective
Insurance Company of America, a New Jersey corporation (the “Company”) and Gregory E. Murphy (the “Executive”).
Capitalized terms used but not defined herein shall have the meanings specified in the Employment Agreement.


 


Pursuant to the terms
of the Employment Agreement and in consideration of the payments to be made to the Executive by the Company, which Executive acknowledges
are in excess of what Executive would otherwise be entitled to receive, the Executive hereby releases and forever discharges and
holds the Company, the Company’s Parent, and their subsidiaries (collectively, the “Company Parties” and
each a “Company Party”), and the respective officers, directors, employees, partners, stockholders, members,
agents, affiliates, successors and assigns and insurers of each Company Party, and any legal and personal representatives of each
of the foregoing, harmless from all claims or suits, of any nature whatsoever (whether known or unknown), past, present or future,
including those arising from the law, being directly or indirectly related to the Executive’s employment by or the termination
of such employment by any Company Party, including, without limiting the foregoing, any claims for notice, pay in lieu of notice,
wrongful dismissal, severance pay, bonus, overtime pay, incentive compensation, interest or vacation pay for the Executive’s
service as an officer or director to any Company Party through the date hereof. The Executive also hereby agrees not to file a
lawsuit asserting any such claims. This release (this “Release”) includes, but is not limited to, claims growing
out of any legal restriction on any Company Party’s right to terminate its employees and claims or rights under federal,
state, and local laws prohibiting employment discrimination (including, but not limited to, claims or rights under Title VII of
the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Americans with Disabilities Act, the Family and Medical
Leave Act, the Fair Labor Standards Act, the Uniformed Services Employment and Reemployment Rights Act, the Employee Retirement
Income Security Act, the Equal Pay Act, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit
Protection Act of 1990, and the laws of the State of New Jersey against discrimination, or any other federal or state statutes
prohibiting discrimination on the basis of age, sex, race, color, handicap, religion, national origin, and sexual orientation,
or any other federal, state or local employment law, regulation or other requirement) which arose before the date this Release
is signed, excepting only claims in the nature of workers’ compensation, claims for vested benefits, and claims to enforce
this agreement.


 


The Executive acknowledges
that because this Release contains a release of claims and is an important legal document, he has been advised to consult with
counsel before executing it, that he may take up to [twenty-one (21)]1 [forty-five (45)]2 days to decide
whether to execute it, and that he may revoke this Release by delivering or mailing a signed notice of revocation to the Company
at its offices within seven (7) days after executing it. If Executive executes this Release and does not subsequently revoke the
release within seven (7) days after executing it, then this Release shall take effect as a legally binding agreement between Executive
and the Company.


 


 


 






1          Delete
brackets and use text enclosed therewith if 45 days is not otherwise required by Section 7(f)(1)(F) of the Age Discrimination
in Employment Act and/or 29 C.F.R. Part 1625. If 45 days is so required, delete bracketed text in its entirety.


 


2           Delete
brackets and use text enclosed therewith if 45 days is required by Section 7(f)(1)(F) of the Age Discrimination in Employment
Act and/or 29 C.F.R. Part 1625. If 45 days is not so required, delete bracketed text in its entirety.







    -17-


     


    

 


If Executive does not
deliver to the Company an original signed copy of this Release by [insert date], or if Executive signs and revokes this Release
within seven (7) days as set forth above, the Company will assume that Executive rejects the Release and Executive will not receive
the payments referred to herein.


 


The Executive acknowledges
that there is a risk that after signing this Release he may discover losses or claims that are released under this Release that
presently are unknown to him. The Executive assumes this risk and understands that this Release shall apply to any such losses
and claims.


 


The Executive understands
that this Release includes a full and final release covering all known and unknown, injuries, debts, claims or damages which have
arisen or may have arisen from Executive’s employment by or the termination of such employment by any Company Party. The
Executive acknowledges that by accepting the benefits and payments set forth in the Employment Agreement, he assumes and waives
the risks that the facts and the law may be other than as he believes.


 


Notwithstanding the foregoing,
this Release does not release, and the Executive continues to be entitled to, (i) any rights to exculpation or indemnification
that the Executive has under contract or law with respect to his service as an officer or director of any Company Party and (ii)
receive the payments to be made to him by the Company pursuant to Section 3.3 and/or 3.4 of the Employment Agreement (including
any plan, agreement or other arrangement that is referenced in or the subject of the applicable Section), subject to the conditions
set forth in Section 3.5 of the Employment Agreement, (iii) any right the Executive may have to obtain contribution as permitted
by law in the event of entry of judgment against him as a result of any act or failure to act for which he and any Company Party
are jointly liable, and (iv) any claim in respect of any insurance policy with any Company Party entered into outside of the
employment relationship.


 


This Release constitutes
the release referenced in Section 3.5 of the Employment Agreement.


 






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The undersigned Executive,
having had the time to reflect, freely accepts and agrees to the above Release. The Executive acknowledges and agrees that no Company
Party representative has made any representation to or agreement with the Executive relating to this Release which is not contained
in the express terms of this Release. The Executive acknowledges and agrees that the execution and delivery of this Release is
based upon the Executive’s independent review of this Release, and the Executive hereby expressly waives any and all claims
or defenses by the Executive against the enforcement of this Release which are based upon allegations or representations, projections,
estimates, understandings or agreements by any Company Party or any of their representatives or any assumptions by the Executive
that are not contained in the express terms of this Release.


 


 


	                                            	 	Date:  	                                            	 
	GREGORY E. MURPHY
	 	 	 	 



 


 


 


STATE OF NEW JERSEY:


 


ss.:______________________


 


COUNTY OF SUSSEX:


 


On this _____ day of _______________, 202_, before me, the
undersigned officer, personally appeared Gregory E. Murphy, personally known to me (or satisfactorily proven to be the same person
whose name is subscribed in the foregoing instrument), who acknowledged that he executed the foregoing instrument for the purposes
therein contained as his free act and deed.


 


 


In witness whereof, I hereunto set my hand.


 


 


	                                            	 	 	 	 



Notary Public


My Commission Expires:


 




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Attachment to Form of Release


 


 


[Attach disclosures required by the Older Workers Benefit
Protection Act, if required]


 






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