Form of Performance-Based Restricted Stock Award Agreement



 Exhibit 10.11 
 Unitrin, Inc. 2005 Restricted Stock and Restricted Stock Unit Plan 

PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT 
 This PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is made as of this      day of
                    , 2       (“Grant Date”) between UNITRIN, INC., a Delaware corporation (the
“Company” or “Unitrin”), and «Name» (the “Restricted Stockholder”) for an award of restricted stock consisting of an aggregate of «shares» («number») shares of restricted stock.

 SIGNATURES 
 As of the date set forth above, the parties have executed this Agreement, including Exhibit A: 
  

							
	UNITRIN, INC.	  		  	RESTRICTED STOCKHOLDER
				
	By:	  	  
	  		  	  

		  	«Authorized Officer»	  		  	«Name»

 By his
or her signature below, the spouse of the Restricted Stockholder agrees to be bound by all of the terms and conditions of the foregoing Restricted Stock Agreement. 
  

							
		  		  	  

				
		  		  		  	  

		  		  		  	Print Name

 RECITALS

 A. The Board of Directors of the Company has adopted the 2005 Restricted Stock and Restricted Stock Unit Plan, including any
and all amendments to date (the “Plan”). 
 B. The Plan is administered by the Compensation Committee of the
Company’s Board of Directors (the “Committee”). 
 C. The Plan provides for the granting to selected employees
and other persons furnishing services to the Company or any subsidiary or affiliate of the Company, as the Committee may from time to time determine, of restricted stock which shall be shares of the Company’s Common Stock (the
“Shares”). 

  
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 D. Pursuant to the Plan, the Committee has determined that it is to the advantage and best
interest of the Company and its stockholders to grant an award of restricted stock to the Restricted Stockholder as an inducement to remain in the service of the Company and as an incentive for increased effort during such service, and has approved
the execution of this Agreement between the Company and the Restricted Stockholder. 
 NOW, THEREFORE, the parties hereto agree
as follows: 
 1. Grant. The Company grants to the Restricted Stockholder an award of restricted stock on the
terms and conditions hereinafter set forth, consisting of the aggregate number of Shares of restricted stock set forth above on page one (the “Restricted Stock”). 
 2. Vesting and Forfeiture. 
 (a) Restricted
Period. The Restricted Stock shall be restricted during a period (the “Restricted Period”) beginning on the Grant Date and expiring on the date that the Shares vest (the “Vesting Date”) or are forfeited in accordance with the
terms of this Agreement. The Shares will vest on the Vesting Date only to the extent provided in and in accordance with the provisions of Exhibit A. 
 (b) Forfeiture or Early Vesting upon Retirement, Death, Disability and Other Events. During the Restricted Period, the Restricted Stock may be subject to forfeiture or early vesting in accordance
with the vesting provisions set forth in Part E of Exhibit A. 
 3. Delivery of Restricted Stock; Stockholder
Rights. The Shares of Restricted Stock will be issued and delivered to a book entry account maintained by the Company’s transfer agent. Thereafter, subject to the forfeiture provisions referenced in Section 2(b) above, the
Restricted Stockholder shall be entitled to the rights and privileges of a stockholder of the Company in respect to such Shares of Restricted Stock, including the right to vote and receive dividends (subject to applicable tax withholding
obligations) during the Restricted Period on the same basis as all other issued and outstanding Shares. 
 4. Fair Market
Value of Common Stock. The fair market value (“Fair Market Value”) of a Share of Common Stock shall be determined for purposes of this Agreement by reference to the closing price of a share of Common Stock as reported by the New
York Stock Exchange (or such other exchange on which the Shares of Common Stock are primarily traded) for the Grant Date or Vesting Date, as applicable, or if no prices are reported for that day, the last preceding day on which such prices are
reported (or, if for any reason no such price is available, in such other manner as the Committee in its sole discretion may deem appropriate to reflect the fair market value thereof). 

5. Withholding of Taxes. The Restricted Stockholder acknowledges that the vesting of Restricted Stock Shares will generally
be a taxable event. The Company will instruct the 

  
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transfer agent to deduct from the Restricted Stockholder’s book entry account whole Shares having a Fair Market Value equal to the amount determined by the Company to satisfy any applicable
minimum statutory withholding or other tax obligations that may arise upon such vesting, and the Restricted Stockholder shall remit to the Company in cash any and all applicable withholding taxes resulting from fractional shares. The Company shall
withhold from any dividends paid during the Restricted Period only the amounts the Company is required to withhold to satisfy any applicable tax withholding requirements with respect to such dividends based on minimum statutory withholding rates for
federal and state tax purposes, including any payroll taxes. 
 6. No Assignment or Other Transfer. During the
Restricted Period, neither this Agreement, the Restricted Stock or any rights and privileges granted hereby may be transferred, assigned, pledged or hypothecated in any way, whether by operation of the law or otherwise, except by will or the laws of
descent and distribution. Without limiting the generality of the preceding sentence, no rights or privileges granted hereby may be assigned or otherwise transferred during the Restricted Period to the spouse or former spouse of the Restricted
Stockholder pursuant to any divorce proceedings, settlement or judgment. Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Agreement, the Restricted Stock or any other rights or privileges granted hereby contrary to
the provisions hereof shall be null and void and of no force or effect. 
 7. Certain Adjustments. The provisions
of Articles 4.4 and 12 of the Plan relating to certain adjustments in the case of stock splits, reorganizations, equity restructurings, change of control events and similar matters described therein are hereby incorporated in and made a part of this
Agreement. In evaluating performance in connection with this Award, the Committee may include or exclude any of the following events that occur during the Performance Period: (a) asset write-downs, (b) litigation or claim judgments or
settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary nonrecurring items as described in
FASB Accounting Standards CodificationTM 225-20 – Extraordinary and Unusual Items (or a successor pronouncement) and/or in the Company’s periodic reports filed with the Securities and Exchange Commission for periods within the
applicable year, and (f) acquisitions or divestitures. Any such adjustments shall be made by the Committee, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional
Shares of stock shall be issued under the Plan on any such adjustment. 
 8. Participation by Restricted Stockholder in
Other Company Plans. Nothing herein contained shall affect the right of the Restricted Stockholder to participate in and receive benefits under and in accordance with the then current provisions of any retirement plan or employee welfare
benefit plan or program of the Company or of any subsidiary or affiliate of the Company, subject in each case, to the terms and conditions of any such plan or program. 
 9. Not an Employment or Service Contract. Nothing herein contained shall be construed as an agreement by the Company or any of its subsidiaries or affiliates, expressed or implied, to employ
or contract for the services of the Restricted Stockholder, to restrict the right 

  
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of the Company or any of its subsidiaries or affiliates to discharge the Restricted Stockholder or cease contracting for the Restricted Stockholder’s services or to modify, extend or
otherwise affect in any manner whatsoever, the terms of any employment agreement or contract for services which may exist between the Restricted Stockholder and the Company or any of its subsidiaries or affiliates. 

10. Agreement Subject to Restricted Stock Plan. The Restricted Stock hereby granted is subject to, and the Company and the
Restricted Stockholder agree to be bound by, all of the terms and conditions of the Plan, as the same may be amended from time to time hereafter in accordance with the terms thereof, but no such amendment shall adversely affect the Restricted
Stockholder’s rights under this Agreement without the prior written consent of the Restricted Stockholder. To the extent that the terms or conditions of this Agreement conflict with the terms or conditions of the Plan, the Plan shall govern.

 11. Arbitration. All disputes related to this Agreement or any Restricted Stock granted hereunder, shall be
submitted to binding arbitration with the American Arbitration Association (“AAA”) pursuant to the AAA Employment Arbitration Rules and Mediation Procedures (“AAA Rules”). A copy of the AAA Rules is available to the Restricted
Stockholder upon written request to the Company’s Director of Human Resources at One East Wacker Drive, Chicago, Illinois 60601 (or such other address as the Company may specify from time to time), or may be obtained online at:
www.adr.org. 
 To initiate arbitration, either party must file a Demand for Arbitration (“Demand”) in the
manner described in the AAA Rules. After a demand has been filed and served, either party may request that the dispute initially be mediated pursuant to the AAA Rules. If mediation does not fully resolve the dispute, then the matter will be subject
to arbitration before a single arbitrator who shall have the power to award any types of legal or equitable relief available in a court of competent jurisdiction [excluding punitive damages], including, but not limited to, attorneys’ fees and
costs, to the extent such relief is available under applicable law, and all defenses that would be applicable in a court of competent jurisdiction shall be available. All administrative costs of arbitration (including reimbursement of filing fees)
and the fees of the arbitrator will be paid by the Company. 
 12. Execution. This Agreement has been executed and
delivered as of the day and year first above written at Chicago, Illinois, and the interpretation, performance and enforcement of this Agreement shall be governed by the laws of the state of Delaware without application of its conflicts of laws
principles. 
 13. Miscellaneous. This Agreement, together with the Plan, is the entire agreement of the parties
with respect to the Restricted Stock granted hereby and may not be amended except in a writing signed by both Unitrin, Inc. and the Restricted Stockholder. 

  
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 <ADD THE NEXT SECTION FOR ALL GRANTS TO ALL EXECUTIVE OFFICERS OF THE COMPANY, EFFECTIVE 2/1/11:>

 14. Clawbacks. Notwithstanding the vesting terms or any other provision set forth in this Agreement, the
rights, payments, and benefits with respect to this Award are subject to reduction, cancellation, forfeiture, or recoupment by the Company if and to the extent required by applicable law, regulation of the Securities and Exchange Commission, or rule
or listing requirement of the New York Stock Exchange (collectively “Applicable Requirements”) in connection with an accounting restatement or under such other circumstances as specified in the Applicable Requirements. Any action taken by
the Company under this provision shall be made pursuant to the Committee’s determination, which shall be final, binding and conclusive. 

<ADD THE NEXT SECTION FOR ALL GRANTS TO THE FOLLOWING OFFICERS OF THE COMPANY: CEO; COO; PRESIDENT; AND VICE PRESIDENTS; EFFECTIVE 2/1/06:>

 15. Stock Holding Period. The Restricted Stockholder agrees to hold the shares of Restricted Stock acquired
hereunder for a minimum of twelve months following their Vesting Date. This holding period shall not apply to shares of Restricted Stock withheld by the Company to settle tax liabilities related to the vesting of such shares. 

  
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 EXHIBIT A 
 Vesting Schedule for the Award Agreement 
 A. Definition of Terms:

 “Additional Shares” means any Shares of Restricted Stock to be issued to the Restricted Stockholder on the Vesting Date
in the event that Unitrin’s Relative TSR Percentile Rank exceeds the Target Performance Level. 
 “Award Agreement”
means the Performance-Based Restricted Stock Award Agreement to which this Exhibit is a part, pursuant to which an award of performance-based Restricted Stock has been granted. 
 “Grant Date” is defined in the Award Agreement. 
 “Peer Group”
means the peer group approved by Committee which shall be the companies that comprised the S&P Supercomposite Insurance Index at the beginning of the Performance Period (other than Unitrin), adjusted as of the end of the Performance Period to
remove any such companies which are no longer included in the S&P Supercomposite Insurance Index as of the last day of the Performance Period. 
 “Performance Period” means the three-year period ending on the December 31 immediately preceding the Vesting Date. 
 “Unitrin’s Relative TSR Percentile Rank” means the Company’s TSR Percentile Rank relative to the companies in the Peer Group as determined by the Committee for the Performance
Period. 
 “Target Shares” means the number of Shares of performance-based Restricted Stock granted on the Grant Date pursuant
to the Award Agreement. 
 “Target Performance Level” means Unitrin’s Relative TSR Percentile Rank at
the 50th percentile. 

“TSR” means Total Shareholder Return as determined by the Committee for the Performance Period. 

“TSR Percentile Rank” means the percentile performance of the Company and each of the companies in the Peer Group based on the TSR for
such company as determined by the Committee for the Performance Period. 
 “Vesting Date” means the three-year anniversary of
the Grant Date. 

  
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 B. Determination of Vesting Date Events: 

As soon as practicable following the end of the Performance Period, the Committee will determine Unitrin’s Relative TSR Percentile Rank in accordance
with the methodology described in the next section below. Unitrin’s Relative TSR Percentile Rank will determine the number of Target Shares that will vest or be forfeited on the Vesting Date, and the number of Additional Shares of Restricted
Stock, if any, that will be granted on the Vesting Date, as described below under “Vesting Determination”. 
 C. TSR Percentile
Rank Calculation Methodology: 
 Unitrin’s Relative TSR Percentile Rank will be calculated in a two-step process. First, the TSR
will be calculated for Unitrin and each company in the Peer Group. Then, the TSR Percentile Rank for Unitrin and each of the companies in the Peer Group will be determined. The TSR and the TSR Percentile Rank will be determined by the Committee in
accordance with the formula and methods approved by the Committee, as described below. 
 Formula for Calculating TSR 

For purposes of this Exhibit A to the Award Agreement, TSR for Unitrin and each of the companies comprising the Peer Group will be calculated as follows:

 Ending Stock Price – Beginning Stock Price + Dividends Reinvested on all Ex-Dividend Dates 

Beginning Stock Price 
 Share
Price Averaging Period 
 The beginning and ending stock prices in the above formula for TSR will be calculated using a trailing average
approach (i.e., average of the closing stock prices for 20 consecutive trading days prior to the beginning and end of the Performance Period). 

Reinvestment of Dividends and Other Adjustments 
 The above TSR formula assumes that dividends are paid and reinvested into additional shares of common stock on their ex-dividend dates. TSR will be adjusted for stock dividends, stock splits, spin-offs
and other corporate changes having a similar effect. 
 Calculation of TSR Percentile Rank 

The percentile performance for determining the TSR Percentile Rank will be measured using the Microsoft Excel function PERCENTRANK. 

D. Vesting Determination: 
 Once
Unitrin’s Relative TSR Percentile Rank is determined by the Committee, the Company will confirm the number of Target Shares that will vest or be forfeited on the Vesting Date, and the number of Additional Shares of Restricted Stock, if any,
that will be granted on the Vesting Date consistent with the following provisions: 
  

	 	•	 	 If Unitrin’s Relative TSR Percentile Rank is at the Target Performance Level, 100% of the Target Shares will vest on the Vesting Date. If
Unitrin’s Relative TSR Percentile Rank is above the Target Performance Level, Additional Shares will also be granted on the Vesting Date. If Unitrin’s Relative TSR Percentile Rank is less than the Target Performance Level, some or all of
the Target Shares will be forfeited. 



  
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	 	•	 	 The number of the Target Shares that will vest on the Vesting Date, and the number of any Additional Shares that will be granted on the Vesting Date,
will be determined in accordance with the table set forth below. Any Target Shares that do not vest in accordance with the table will be forfeited on the Vesting Date. 



If Unitrin’s Relative TSR Percentile Rank for the Performance Period falls between the percentile levels specified in the first
column of the table, the number of Shares that will vest or be granted or forfeited on the Vesting Date shall equal the number corresponding to the percentage interpolated on a straight-line basis from the percentages specified in the second column
of the table. 
  

											
	  	 	 Unitrin’s Relative TSR

Percentile Rank
	  	Total Shares to Vest (and/
or to be Granted) on Vesting 
Date as
Percentage of Target Shares	 	 	 
	 		 	 90th or Higher
	  	 	200	% 	 
	 		 	
75th
	  	 	150	% 	 
	 		 	
50th
	  	 	100	% 	 
	 		 	
25th
	  	 	50	% 	 
	 		 	 Below 25th
	  	 	0	% 	 

  

	 	•	 	 Additional Shares granted in accordance with the table above will be time-vested shares of Restricted Stock with a vesting date on the three-month
anniversary of the date such Additional Shares are granted. 


 E. Determination of Vesting in Case of Certain
Terminations and Other Events: 
 Notwithstanding any contrary provisions of the Plan: 

(1) Retirement. If the Restricted Stockholder retires but continues to render services to Unitrin or one of its affiliates as a
director, or as a consultant or advisor pursuant to a written agreement, all Shares of Restricted Stock held by the Restricted Stockholder will remain outstanding while such services continue. At the time such post-retirement services end (other
than as a result of death or disability), or upon retirement if the Restricted Stockholder does not continue to render such services as a director, or as a consultant or advisor pursuant to a written agreement, if the Restricted Stockholder:

 (a) is not eligible to make an election to begin receiving early or regular retirement benefits under the
Company’s defined benefit pension plan and does not begin receiving tax penalty-free early distributions (other than a rollover to another retirement plan) from the Company’s defined contribution retirement plan, then the Restricted Stock
will be forfeited; or 

  
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 (b) is eligible to make an election to begin receiving early or regular
retirement benefits under the Company’s defined benefit pension plan, or begins receiving tax penalty-free early distributions (other than a rollover to another retirement plan) from the Company’s defined contribution retirement plan, then
the Restricted Stock will vest, to the extent earned for the Performance Period, in an amount equal to the number of Target Shares that would vest in accordance with the provisions of Parts A – D above, if any, multiplied by a fraction, the
numerator of which is the number of full months in the Performance Period during which the Restricted Stockholder was an active employee and the denominator of which is the total number of months in the Performance Period. A partial month worked
shall be counted as a full month if the Restricted Stockholder was an active employee for fifteen (15) days or more in that month. No Additional Shares shall be granted, and all Shares of Restricted Stock that do not vest in accordance with
this provision shall be forfeited. 
 (2) Termination on Death or Disability. Upon the termination of the Restricted
Stockholder’s employment or service agreement due to death or disability: (a) the Performance Period shall be deemed to have been completed, and the Vesting Date shall be deemed to have occurred, on the effective date of such employment
termination; and (b) a number of Shares of Restricted Stock shall vest in an amount equal to the number of Target Shares multiplied by a fraction, the numerator of which is the number of full months in the Performance Period during which the
Restricted Stockholder was an active employee and the denominator of which is the total number of months in the original Performance Period. A partial month worked shall be counted as a full month if the Restricted Stockholder was an active employee
for fifteen (15) days or more in that month. No Additional Shares shall be granted, and all Shares of Restricted Stock that do not vest in accordance with this provision shall be forfeited. 

(3) Termination on Divestiture or Reduction in Force. In the event that the Restricted Stockholder’s employment is terminated
(a) upon and as result of the sale or divestiture by the Company of an affiliate which employs the Restricted Stockholder, or (b) by the affiliate of the Company which employs the Restricted Stockholder as part of a reduction in force,
then the provisions on Vesting Date, Performance Period and vesting determination set forth in Parts A – D above shall be deemed revised as follows: 
  

	 	•	 	 The Performance Period shall be deemed revised to end on the effective date of such employment termination; 



  
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	 	•	 	 Unitrin’s Relative TSR Percentile Rank will be determined for such truncated Performance Period by the Committee in accordance with the
methodology set forth above, the Vesting Date shall be deemed revised to the date of such determination; 


  

	 	•	 	 The Target Shares will vest or be forfeited in accordance with the table set forth below, but no Additional Shares will be granted to the Restricted
Stockholder; and 


  

	 	•	 	 If Unitrin’s Relative TSR Percentile Rank for the truncated Performance Period falls between the percentile levels specified in the first column
of the table set forth below, the number of Target Shares that will vest on the Vesting Date shall equal the number corresponding to the percentage interpolated on a straight-line basis from the percentages specified in the second column of the
table. 


  

											
	  	 	 Unitrin’s Relative TSR

Percentile Rank
	  	Total Shares to Vest on Vesting Date as
Percentage of Target
Shares	 	 	 
	 		 	 50th or Higher
	  	 	100	% 	 
	 		 	
25th
	  	 	50	% 	 
	 		 	 Below 25th
	  	 	0	% 	 

 (4) Leave of Absence. In the event that the Restricted
Stockholder is on an approved leave of absence (other than a short-term disability leave) at the end of the Performance Period, or takes such a leave of absence at any time during the Performance Period, then the Restricted Stock will vest, forfeit
or be granted, as applicable, to the extent earned for the Performance Period, in an amount equal to the number of Target Shares that would vest and the number of Additional Shares that would be granted in accordance with the provisions of Parts A
– D above, if any, multiplied by a fraction, the numerator of which is the number of full months in the Performance Period during which the Restricted Stockholder was an active employee not on such leave of absence and the denominator of which
is the total number of months in the Performance Period. 
 (5) Change of Control. Upon the dissolution or liquidation of
the Company, or upon a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, or upon a sale of substantially all the property or more than eighty
percent (80%) of the then outstanding Shares of the Company to another corporation (any of the foregoing, an “Event”), the Performance Period shall be deemed revised so that such Performance Period ends on the effective date of the
Event, and a number of Shares of Restricted Stock shall vest, in an amount equal to the number of Target Shares multiplied by a fraction, the numerator of which is the number of full months in the Performance Period during which the Restricted
Stockholder was an active employee and the denominator of which is the total number of months in the original Performance Period. A partial month worked shall be counted as a full month if the Restricted Stockholder was an active employee for
fifteen (15) days or more in that month. No Additional Shares shall be granted, and all Shares of Restricted Stock that do not vest in accordance with this provision shall be forfeited. 

  
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