Exhibit 10.1


 


OneBeacon Insurance Group, Ltd.


Long-Term Incentive Plan


2010-2012 Performance Share Grant


 


THIS
GRANT (this “Grant”) is made, effective as of February 23, 2010, between
OneBeacon Insurance Group, Ltd., a Bermuda company limited by shares (the “Company”)
and <First NAME> <Last NAME>
(the “Participant”).


 


RECITALS:


 


WHEREAS,
the Company has adopted the Long-Term Incentive Plan (“Plan”), which Plan is
incorporated herein by reference and made part of this Grant; and


 


WHEREAS,
the Board has determined that it would be in the best interest of the Company
and its owners to grant the award provided for herein to the Participant
pursuant to the Plan and the terms set forth herein.


 


NOW
THEREFORE, for good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.                                      Grant:  Subject to the terms and conditions of the
Plan and the additional terms and conditions set forth in this Grant, the
Company hereby grants to the Participant a Performance Share Award of <# Of SHARES> shares.


 


2.                                      Award Period:  The Award Period shall be January 1, 2010
through December 31, 2012.


 


3.                                      Performance
Objective:  The
Performance Objective shall be annual 12% Growth in Book Value per Common Share
(GBVPS) including an adjustment for dividends paid.


 


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


 


	
  GBVPS

  	
   

  	
  Performance Percentage

  	
   

  
	
  5% or lower

  	
   

  	
  0

  	
  %

  
	
  12%

  	
   

  	
  100

  	
  %

  
	
  19% or higher

  	
   

  	
  200

  	
  %

  



 


The
Growth in Book Value Per Share for the Award Period is  calculated to
the nearest one-tenth of one percent. For GBVPS between 5% and 19%, the
Performance Percentage will be determined on the basis of straight line
interpolation.


 


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


 


In
the event of any cash, the cash value will be:


(a) the
Actual Value, times


(b) the
percentage of the Award settled in cash;


 

















 


and
the number of Shares issued will be:


(a) the
Actual Value, divided by


(b) the
Market Value of a share, times


(c) the
percentage of the Award settled in Shares


 


If
settled entirely in Shares, the number of Shares issued will be:


(a) the
Actual Value, divided by


(b) the
Market Value of a share.


 


6.                                      Termination of
Employment:  Except as
provided in Section 6 of the Plan, this Award shall be canceled, and no
payment shall be payable hereunder, if the Participant’s continuous employment
or Related Employment with the Company shall terminate for any reason prior to
the end of the Award Period.  Notwithstanding
the preceding sentence, the special rule provided in Section 6(f)(iii) for
an Adverse Change in the Plan shall not apply to this Award.


 


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


 


8.                                      Definitions:  All terms not otherwise defined herein shall
have the same meaning as in the Plan.


 


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


 


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


 


11.                               No Right to
Continued Employment:  Neither the
Plan nor this Grant shall be construed as giving the Participant the right to
be retained in the employ of, or in any consulting relationship to, the Company
or any of its subsidiaries.  Further, the
Company may at any time dismiss the Participant or discontinue any consulting
relationship, free from any liability or any claim under the Plan or this
Grant, except as otherwise expressly provided in the Plan and in this
Grant.  In addition, nothing herein shall
obligate the Company to make future Grants to the Participant.


 


12.                               Award Subject
to Plan:  By entering in this Grant the
Participant agrees and acknowledges that the Participant has received and read
a copy of the Plan, understands the terms of the Plan and this Award and that
this Award is subject to all of the terms and provisions set forth in the Plan and
in this Grant and accepts this Performance Share Award subject to all 


 

















 


such
terms and conditions which are incorporated herein by reference, including, but
not limited to, the eligibility requirement to execute a Confidentiality and
Nonsolicitation Agreement.  In the event
of a conflict between any term or provision contained in this Grant and a terms
or provision of the Plan, the applicable terms and provisions of the Plan will
govern and prevail.


 


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


 


14.                               No Rights as
Shareholder: You will not be considered a
shareholder of the Company for any purpose with respect to this Award unless
and until shares of Stock are issued to you in settlement of this Award.


 


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


 


16.                               Dilution and
Other Adjustments:  In the
event of any change in the Outstanding Shares of the Company by reason of any
stock split, stock or extraordinary cash dividend, recapitalization, merger,
consolidation, reorganization, combination or exchange of Shares or other
similar event, or in the event of an extraordinary cash dividend or other
similar event, and if the Committee shall determine, in its sole discretion,
that such change equitably requires an adjustment in the number or kind of
Shares that may be issued under the Plan pursuant to Section 3 and subject
to this Award, in the target number of Performance Shares which have been
awarded to you, including by payment of cash to you, in any measure of
performance, or in any other terms that the Committee determines equitably
require adjustment, then such adjustment shall be made by the Committee and
shall be conclusive and binding for all purposes of the Plan and this Award.


 


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


 


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


 


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


 

















 


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


 


 


	
  PARTICIPANT

  	
   

  	
  ONEBEACON
  INSURANCE GROUP, LTD.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  

  
	
  <First Name> <Last Name>

  	
   

  	
  Name:
  Mike Miller

  
	
   

  	
   

  	
  Title:
    President & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Award Details:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  2010 — 2012 Performance
  Share Plan

  	
   

  	
   

  
	
  <# Shares> Shares
  Granted

  	
   

  	
   

  
					



 

















 


Annex


 


Key Definitions


 


Terms
used in this Grant shall have the following meanings:


 


Actual
Value shall mean:


 


i)                                         the number of
Performance Shares granted, times


 


ii)                                      the Performance
Percentage, times


 


iii)                                   (a) the
Market Value of a Share, plus (b) the per share equivalent of Dividends Paid
in the period February 23, 2010 to the date that the Compensation
Committee certifies the Performance Percentage.


 


Growth
in Book Value per Common Share shall mean:


 


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


 


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


 


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


 


Market
Value shall mean:


 


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


 


Performance
Percentage shall mean:


 


a
percentage of no less than 0% and no more than 200%, which percentage was
determined by the Committee, as outlined in paragraph four (4) of this
Performance Share Grant.


 


Performance
Share shall mean:


 


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