EX-10.1



 Exhibit 10.1 

PROPOSAL TEN: APPROVAL OF THE GLOBAL INDEMNITY PLC SHARE INCENTIVE PLAN 

On February 9, 2014, our Board adopted, subject to shareholder approval, the Global Indemnity plc Share Incentive Plan (the “Share
Incentive Plan”). If the Share Incentive Plan is approved by our shareholders, all officer, employee, consultant and non-employee director equity grants after the Annual General Meeting will be from the Share Incentive Plan. The Global
Indemnity plc 2003 Share Incentive Plan expired pursuant to its terms on September 5, 2013 (the “2003 Share Incentive Plan”). 

The primary purpose of the Share Incentive Plan is to provide Global Indemnity a competitive advantage in attracting, retaining and motivating
officers, employees, consultants and non-employee directors, and to provide Global Indemnity with a share plan providing incentives linked to the financial results of the Company’s business and increases in shareholder value. 

We are asking shareholders to approve the Share Incentive Plan in order to comply with applicable requirements of The NASDAQ Stock Market and,
to the extent permitted by law, to preserve the tax deductible status for certain awards granted under the Share Incentive Plan. The Share Incentive Plan would authorize performance-based stock awards that would give the Company the flexibility to
structure stock-based awards as performance-based within the meaning of Section 162(m) of the Internal Revenue Code of `1986, as amended (the “Code”). 

A total of 2,000,000 A ordinary shares are reserved for issuance under the Share Incentive Plan. Of these shares, the Company has already made
contingent grants to directors and employees of approximately 117,789 restricted A ordinary shares and options to acquire 25,000 A ordinary shares subject to shareholder approval of the Share Incentive Plan at the Annual General Meeting. Therefore,
if the Share Incentive Plan is approved, these contingent grants will be effective. If shareholder approval is not obtained, then these grants will not be effective. After taking into consideration these contingent grants, there would be
approximately 1,857,211 A ordinary shares remaining for future grants under the Share Incentive Plan. 
 The total number of shares issuable
under awards we have granted under the 2003 Share Incentive Plan, as a percentage of our annual weighted average A ordinary Shares outstanding (the “burn rate”) has been on average 1.57% over the last three completed fiscal years, which is
below the Institutional Shareholder Services, Inc. industry cap for Non-Russell 3000 companies of 2.58%. As applicable for the award, this calculation is based on the number of shares issuable at the target level of performance under awards as of
the dates they were granted. Assuming all 2,000,000 A ordinary shares of the Company are to be available under the Share Incentive Plan pursuant to this proposal were fully dilutive as of April 7, 2014, the dilutive effect on all outstanding A
ordinary shares would be approximately 15.2%. This dilution level includes, as of April 7, 2014 437,500 options outstanding (with a weighted average exercise price of $18.93 and weighted average term of 7.45 years) and 117,766 A ordinary shares
of full value awards outstanding. 
 If the Share Incentive Plan is approved, this will result in the effectiveness of the contingent grants
described above, which will be distributed as follows: 
 New Plan Benefits 

Share Incentive Plan 
  

									
	 Name and Position
	  	Dollar
Value ($)	 	 	Number
of
A Ordinary
Shares	 
	 Cynthia Y. Valko, Chief Executive Officer
	  	 	300,000	  	 	 	11,857	  
	 Thomas M. McGeehan, Executive Vice President and Chief Financial Officer
	  	 	175,000	  	 	 	6,916	  
	 Joseph R. Lebens, Executive Vice President and Chief Underwriting and Actuary Officer of Global Indemnity Group
	  	 	150,000	(1)  	 	 	5,928	(1) 
	 William J. Devlin, Jr., Executive Vice President and Chief Claims and Operations Officer of Global Indemnity Group
	  	 	125,000	  	 	 	4,940	  
	 Matthew B. Scott, Executive Vice President and Chief Marketing Officer of Global Indemnity Group
	  	 	150,000	  	 	 	5,928	  
	 Executive Group
	  	 	900,000	  	 	 	60,569	  
	 Non-Executive Director Group
	  	 	947,258	  	 	 	27,766	  
	 Non-Executive Officer Employee Group
	  	 	1,378,000	  	 	 	54,454	  

  

	(1)	Excludes options to acquire 25,000 A ordinary shares with an estimated fair value of $8.60 per option. For a discussion of the options, see “Long-Term Equity Incentives and Annual Bonus Incentives – 2013 Bonus
Opportunity – Equity Bonus Opportunity” below. 








 Other than the contingent grants identified in the above table, the benefits that will be awarded
or paid under the Share Incentive Plan cannot currently be determined. The number of awards (if any) that an employee or director may receive under the Share Incentive Plan is in the discretion of the Compensation and Benefits Committee and the
committee has not determined future awards or who receive them except as set forth in the table above. The Share Incentive Plan provides for the issuance of stock options, restricted shares and other share-based awards and performance-based
compensation awards (collectively the “Awards”). The Share Incentive Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended. On April 7, 2014, the market value of the shares underlying contingent awards
made under the Share Incentive Plan and the shares available for future grants under the Share Incentive Plan was $51,100,000. 
 The
following is a summary of the material terms of the Share Incentive Plan, and does not include all of the provisions of the Share Incentive Plan. For further information about the Share Incentive Plan, we refer you to a complete copy of the Share
Incentive Plan, which is attached as Exhibit A to this Proxy Statement. 
 Administration 

The Share Incentive Plan provides that it will be administered by the Compensation & Benefits Committee of our Board, or another
committee of the Board constituted so as to permit awards under the Share Incentive Plan to comply with the “non-employee director” provisions of Rule 16b-3 under the Exchange Act and the “outside director” requirements of
Section 162(m) of the Code, or, absent a committee to administer the Share Incentive Plan, the Board. The administrator is empowered to select who may participate in the Share Incentive Plan; determine whether and to what extent Awards are
granted; determine the number of A ordinary shares covered by each Award; determine the terms and conditions of any Award, including vesting; subject to the terms of the Share Incentive Plan, modify, amend or adjust the terms and conditions of any
Award, including to reduce the exercise price of an outstanding stock option or other share-based award or to cancel and replace stock options with a below Fair Market Value exercise price; determine to what extent and under what circumstances
awards or payments thereunder shall be deferred; adopt, alter and repeal administrative rules for the Share Incentive Plan; interpret the terms and provisions of the Share Incentive Plan and any Award issued; adopt any sub-plans as deemed necessary;
and otherwise supervise and administer the Share Incentive Plan. 
 A Ordinary Shares Subject to the Share Incentive Plan; Equity Restructuring
Transactions and Acquisition Events 
 The Share Incentive Plan makes available the number of A ordinary shares described above, subject
to adjustments. If any outstanding Award is terminated without being exercised or forfeited, the shares subject to such Awards will again be available for distribution in connection with Awards under the Share Incentive Plan. In addition, in
determining the number of A ordinary shares available for Awards other than Incentive Stock Options (“ISOs”), if A ordinary shares have been delivered or exchanged by a participant as full or partial payment to the Company for payment of
the exercise price, or for payment of withholding taxes, or if the number of A ordinary shares otherwise deliverable has been reduced for payment of the exercise price or for payment of withholding taxes, the number of A ordinary shares exchanged or
reduced as payment in connection with the exercise or for withholding shall again be available for purposes of Awards other than ISOs. 

The total number of A ordinary shares subject to any option which may be granted under the Share Incentive Plan to any participant is 100,000
during each fiscal year of Global Indemnity and shall be cumulative; that is, to the extent that A ordinary shares for which options are permitted to be granted during a fiscal year to a participant are not covered by a grant of an option, such A
ordinary shares available for grants to such a participant automatically increase in subsequent fiscal years during the term of the Share Incentive Plan until used. The total number of other share based awards, as defined in the Share Incentive
Plan, contingent upon the attainment of performance goals granted to any participant in any fiscal year shall not exceed 50,000. 







 In the event any merger, reorganization, consolidation, recapitalization, spin-off, stock
dividend, share split, reverse share split, extraordinary distribution with respect to the A ordinary shares, any sale or transfer of all or part of the Company’s assets or business or other change in corporate structure affecting the A
ordinary shares occurs or is proposed (such an event, an “Equity Restructuring”), the administrator shall make such substitution or adjustment in the aggregate number and kind of shares or other property reserved for issuance under the
Plan or any limitations under the Plan, in the number, kind and exercise price of shares or other property subject to outstanding Awards, as applicable, and/or such other substitution or adjustments, in each case as the administrator shall determine
in its discretion to be appropriate, such that the value of the adjusted shares or other property immediately prior to the Equity Restructuring is the same as the value of such adjusted shares or other property immediately following the Equity
Restructuring, provided that, in no case shall such determination adversely affect in any material respect the rights of a participant. In connection with any Equity Restructuring, the administrator may provide, in its sole discretion, for the
cancellation of any outstanding stock option and payment in cash or other property in exchange therefor in an amount equal to the excess at such time, if any, of the fair market value of the underlying A ordinary shares over the per share exercise
price for such stock options. 
 In the event of a merger or consolidation in which the Company is not the surviving entity or in the event
of any transaction that results in the acquisition of substantially all of the Company’s outstanding A ordinary shares by a single person or entity or by a group of persons and/or entities acting in concert, or in the event of the sale or
transfer of all or substantially all of the Company’s assets (all of the foregoing being referred to as “Acquisition Events”), then the administrator may, in its sole discretion, terminate all outstanding stock options, subject to
certain notice and acceleration provisions set forth in the Share Incentive Plan. 
 Participants 

Persons who are (a) Global Indemnity’s officers, directors, employees and consultants, (b) at the time of grant may be
performing services for Global Indemnity, including officers, directors, employees and affiliates (a “Fox Paine Participant”) of Fox Paine; and (c) non-employee directors of Global Indemnity, are eligible to be granted Awards under
the Share Incentive Plan. As of April 7, 2014, approximately 32 employees, including all of our executive officers, would be eligible to participate in the programs approved under the Share Incentive Plan. In addition, a small number of
other service providers that we may engage from time-to-time and the non-employee members of the Board would be eligible to receive Awards under the Share Incentive Plan.  

Stock Options 
 A stock option granted
under the Share Incentive Plan permits the holder to purchase from Global Indemnity a stated number of A ordinary shares at an exercise price established by the administrator. Stock Options shall be evidenced by an option agreement and are subject
to the terms of the Share Incentive Plan. Options will be designated as either nonstatutory stock options or incentive stock options. The exercise price of an option may not be less than the fair market value of an A Ordinary Share on the date of
the grant. The exercise price of ISOs granted to a 10% or greater shareholder may not be less than 110% of the fair market value on the date of grant. The term of each stock option shall be determined by the administrator on the date of the grant,
but may not exceed ten years (or, in the case of an ISO granted to a 10% or greater shareholder, five years). Stock options are non-transferable other than by will or by laws of descent and distribution or as otherwise permitted to a family member,
under the holder’s option agreement and, if such holder of stock options is a party to the Management Shareholders Agreement, subject to the restrictions in the Management Shareholders Agreement dated as of September 5, 2003, as amended
and/or restated, among Global Indemnity and certain Fox Paine affiliates (the “Management Shareholders Agreement”). The Management Shareholders Agreement contains certain restrictions on the transferability of the Award, and a right of
first refusal and purchase right in favor of Global Indemnity with respect to the Award. Payment of the exercise price of stock options may be made by certified or bank check or such other instrument or method of payment as the administrator may
accept. Unless otherwise provided in the award agreement, payment may also be made in the form of fully vested A ordinary shares under specified circumstances. Unless otherwise provided in the applicable award agreement, exercise of a stock option
through a broker’s cashless exercise or through “net settlement” in A ordinary shares is also permitted. After termination for any reason other than Cause, as defined in the Share Incentive Plan, including death or disability, of a
participant, he or she may exercise his or her option, to the extent vested, for the period of time specified in the option agreement. In the absence of a specified time in the 







 
option agreement, the option will remain exercisable for ninety (90) days following a termination. However, an option generally may not be exercised later than the expiration of its term. If
a participant is terminated for Cause, or at the time the such participant voluntarily terminates employment within ninety (90) days after the occurrence of an event that would be grounds for a termination for Cause, the option will be
cancelled immediately upon such termination, and will not then be exercisable by such participant. 
 Restricted Shares 

Restricted share awards are A ordinary shares that vest in accordance with terms and conditions established by the administrator. The
administrator shall determine to whom and the time at which grants of restricted shares will be awarded, the number of shares to be awarded to any participant, the purchase price, the vesting conditions, the times within which such awards may be
subject to cancellation, repurchase and transfer restrictions and any other terms and conditions of the awards, in addition, with respect to each Fox Paine Participant, to those contained in the Management Shareholders Agreement and the Articles of
Association. The terms and conditions of each award shall be evidenced by a restricted share agreement. Unless otherwise specified in the restricted share agreement, upon a participant’s termination for any reason during the relevant
restriction period, all unvested restricted shares shall be forfeited. 
 Other Share-Based Awards 

The administrator is authorized to grant other share-based awards that are payable in, valued in whole or in part by reference to, or otherwise
based on or related to A ordinary shares and to set the terms and conditions of such grants in accordance with the Share Incentive Plan. Other share-based awards may include, but are not limited to, A ordinary shares awarded purely as a bonus and
not subject to any restrictions or conditions, A ordinary shares in payment of the amounts due under an incentive or performance plan, share appreciation rights, share equivalent units, and awards valued by reference to book value of A ordinary
shares. Unless otherwise provided in the applicable award agreement, the recipient of share-based awards will be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the number of A ordinary shares
covered by the Award, as determined at the time of the award by the administrator, in its sole discretion. 
 Performance Criteria 

The administrator may design any Award so that the amounts or A ordinary shares payable thereunder are treated as “qualified
performance-based compensation” within the meaning of Section 162(m) of the Code. Performance goals established for purposes of an award of performance-based awards intended to comply with Section 162(m) of the Code shall be based on
one or more of the following performance criteria: (i) the attainment of certain target levels of, or a specified percentage increase in, revenues, income before taxes and extraordinary items, net income, operating income, earnings before
income tax, earnings before interest, taxes, depreciation and amortization or a combination of any or all of the foregoing; (ii) the attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax profits including,
without limitation, that attributable to continuing and/or other operations; (iii) the attainment of certain target levels of, or a specified increase in, operational cash flow; (iv) the achievement of a certain level of, reduction of, or
other specified objectives with regard to limiting the level of increase in, all or a portion of, the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may
be calculated net of such cash balances and/or other offsets and adjustments as may be established by the Committee; (v) earnings per share or the attainment of a specified percentage increase in earnings per share or earnings per share from
continuing operations; (vi) the attainment of certain target levels of, or a specified increase in return on capital employed or return on invested capital; (vii) the attainment of certain target levels of, or a percentage increase in,
after-tax or pre-tax return on shareholders’ equity; (viii) the attainment of certain target levels of, or a specified increase in, economic value added targets based on a cash flow return on investment formula; (ix) the attainment of
certain target levels in the fair market value of the shares of the Company’s ordinary shares; (x) the growth in the value of an investment in the Company’s ordinary shares assuming the reinvestment of dividends; (xi) the
attainment of a certain level of, reduction of, or other specified objectives with regard to limiting the level in or increase in, all or a portion of controllable expenses or costs or other expenses or costs or a reduction of the loss ratio,
expense ratio, or combined ratio; (xii) achievement of certain targets with respect to the Company’s book value, assets or liabilities. 







 Performance goals may be based upon the attainment of specified levels of Global Indemnity
performance under one or more measures described above relative to the performance of other companies. To the extent permitted by Section 162(m) of the Code, the administrator may designate additional business criteria on which performance
goals may be based or adjust, modify or amend the aforementioned business criteria. 
 Term, Amendment and Termination 

The Share Incentive Plan expires on February 9, 2019, five years from its adoption by the Board. Awards outstanding as of such date shall
not be affected or impaired by the expiration of the Share Incentive Plan and shall remain subject to the Share Incentive Plan’s terms. 

Subject to applicable law, the Share Incentive Plan may, at any time, be amended, suspended or terminated, prospectively or retroactively, by
the administrator; provided, however, that no amendment, suspension or termination shall be made that is adverse to the rights of a participant under an Award without such participant’s consent unless otherwise provided by law or in the Share
Incentive Plan. In addition, shareholder approval may be required to satisfy tax rules applicable to performance-based compensation under Section 162(m) of the Code or to subsequent grants of incentive stock options, or to satisfy other
applicable legal or regulatory requirements including exchange listing requirements. 
 Unfunded Status of Plan 

It is intended that the Share Incentive Plan constitute an “unfunded” plan for incentive and deferred compensation. 

General Provisions 
 Restricted A ordinary
shares and A ordinary shares issued upon exercise of stock options shall be evidenced in such manner as the Committee may deem appropriate, including book entry registration or issuance of one or more share certificates. Any certificate issued shall
be registered and shall bear the appropriate legends, if any. 
 A participant shall make the necessary arrangements to satisfy any payment
or withholding of applicable US federal, state, local or foreign taxes, including, if approved by the administrator, by paying with A ordinary shares, including any A ordinary shares that are part of an Award giving rise to the withholding
requirement. 
 The Share Incentive Plan and all Awards shall be governed by and construed and enforced in accordance with the laws of the
State of Delaware. 
 No fractional shares shall be issued under the Share Incentive Plan and no cash settlements shall be made with respect
to fractional shares eliminated by rounding. 
 To the extent required by the administrator, the participant may be required to execute and
deliver a shareholder’s agreement or such other documentation as a condition to the receipt of an Award, which shall set forth certain restrictions on transferability of the Award, a right of first refusal of Global Indemnity with respect to
the Award, the right of Global Indemnity to purchase the Award and other such terms as the administrator shall establish from time to time. 

No Award shall be granted, deferred, accelerated, extended, paid out or modified under the Share Incentive Plan in a manner that would result
in the imposition of an additional tax under Section 409A of the Code upon a participant. If it is reasonably determined by the administrator that, as a result of Section 409A of the Code, payments or deliveries of A ordinary shares
awarded under the Share Incentive Plan may not be made at the time without causing the participant to be subject to taxation under Section 409A of the Code, Global Indemnity will make such payment or delivery of A ordinary shares on the first
day that would not result in the participant incurring any tax liability under Section 409A of the Code. 







 U.S. Federal Income Tax Consequences 

Stock option grants under the Share Incentive Plan may be intended to qualify as incentive stock options under Section 422 of the Code or
may be non-qualified stock options. Generally, no federal income tax is payable by a participant upon the grant of a stock option and no deduction is taken by the Company. Under current tax laws, if a participant exercises a non-qualified stock
option, he or she will have taxable income equal to the difference between the fair market value of the common stock on the exercise date and the stock option exercise price. Global Indemnity will be entitled to a corresponding deduction on its
income tax return. A participant will have no taxable income upon exercising an incentive stock option provided that the applicable periods for holding the resulting shares of stock are satisfied (except that alternative minimum tax may apply), and
Global Indemnity will receive no deduction when an incentive stock option is exercised. The tax treatment for a participant of a disposition of shares acquired through the exercise of an option depends on how long the shares were held and on whether
the shares were acquired by exercising an incentive stock option or a non-qualified stock option. Global Indemnity may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option before the applicable
holding periods have been satisfied. 
 For restricted stock awards, no taxes are due when the award is initially made (unless the recipient
makes a timely election under Section 83(b) of the Code), but the award becomes taxable when it is no longer subject to a “substantial risk of forfeiture” (i.e., becomes vested or transferable). Income tax is paid at ordinary rates on
the value of the stock when the restrictions lapse, and then at capital gain rates when the shares are sold. 
 Awards granted under the
Share Incentive Plan may qualify as “performance-based compensation” under Section 162(m) of the Code in order to preserve federal income tax deductions by Global Indemnity with respect to annual compensation required to be taken into
account under Section 162(m) that is in excess of $1 million and paid to Global Indemnity’s Chief Executive Officer or any of the three other most highly compensated executive officers (excluding the Chief Financial Officer). The
Compensation Committee may grant awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code, which awards would be subject to the $1 million deductibility limit of Code
Section 162(m). 
 The Share Incentive Plan has been drafted with the intention of avoiding the application of taxes under
Section 409A of the Code to any participant on account of the grant, vesting, or settlement of awards. 
 The directors and executive
officers of Global Indemnity has an interest in this Proposal Ten as the directors and executive officers of Global Indemnity will receive grants under the Share Incentive Plan if approved. For a discussion of the grants directors and officers will
receive under the Share Incentive Plan, please see the New Benefits Plan table in this section above, the disclosure related to director compensation under “Director Compensation” below and the disclosure related to executive compensation
under “Executive Compensation-Compensation Discussion and Analysis” below. 
 UPON APPROVAL OF THE SHARE INCENTIVE PLAN BY THE SHAREHOLDERS,
THE COMPANY INTENDS TO REGISTER UNDER THE SECURITIES ACT OF 1933 THE 2,000,000 SHARES OF A ORDINARY SHARES AUTHORIZED FOR ISSUANCE UNDER THE SHARE INCENTIVE PLAN.