markelcorporation2020esp






                                                      MARKEL CORPORATION                                              2020 EMPLOYEE STOCK PURCHASE PLAN                                                        EFFECTIVE May 18, 2020  1.      Purpose          The purpose of the Plan is to provide Eligible Employees of Markel and each of its Designated Subsidiaries with the opportunity to purchase Stock in Markel, thereby encouraging employees to share in the economic growth and success of the company through Stock ownership.          The Plan is divided into two components: a component that is intended to constitute an “employee stock purchase plan” within the meaning of Section  423  of  the  Code  (the  “Qualified  Plan  Component”)  and  a  component  that  does  not  constitute  an  “employee  stock  purchase  plan”  within  the meaning of Section 423 of the Code (the “Non-Qualified Plan Component”). Markel intends that any ambiguity in the Qualified Plan Component or any Qualified Offering (as defined below) be resolved to effect its intent that the Qualified Plan Component constitute an “employee stock purchase plan” as so defined.          The Plan supersedes and replaces the Markel Corporation 2016 Employee Stock Purchase and Bonus Plan (the “Prior Plan”). No further shares of Common Stock will be purchased under the Prior Plan on or after the effective date of this Plan. However, any Stock Bonus Awards, Special Stock Bonus Awards and Company Incentive Payments under the Prior Plan that are outstanding as of the effective date of the Plan with respect to shares purchased or Loans  borrowed  under  the  Prior  Plan  prior  to  the  effective  date  of  the  Plan  shall  remain  outstanding  and  payable  in  accordance  with  the  terms  and conditions  of  the  Prior  Plan.  In  addition,  all  Loans  under  the  Prior  Plan  outstanding  as  of  the  effective  date  of  the  Plan  shall  remain  outstanding  and repayable in accordance with the terms and conditions of the Prior Plan. After settlement or repayment of all such outstanding awards and Loans, the Prior Plan shall terminate.  2.      Effective Date          This Plan shall become effective on May 18, 2020, subject to approval by Markel’s shareholders.  3.      Definitions          3.1    “Account” shall mean the separate bookkeeping account which shall be established and maintained by the Administrator for each Participant for each Offering Period to record the Contributions made on his or her behalf to purchase Stock under the Plan.          3.2    “Administrator” shall mean the Compensation Committee of the Board of Directors of Markel or a duly-authorized delegate.          3.3     “Beneficiary”  shall  mean  the  one  or  more  persons  designated  by  the  Participant  in  accordance  with  the  procedures  established  by  the Administrator who is entitled to receive amounts contributed by the Participant and/or act on behalf of the Participant pursuant to section 12.          3.4    “Board” shall mean the Board of Directors of Markel.          3.5    “Change in Control” shall mean an occurrence of any of the following events: (a) an acquisition (other than directly from Markel) of any voting securities of Markel (the “Voting Securities”) by any “person or group” (within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act) other than an employee benefit plan of Markel, immediately after which such person or group has “Beneficial Ownership” (within the meaning of Rule 13d-3 of the Exchange Act) of more than fifty percent (50%) of the combined voting power of Markel’s then outstanding Voting Securities; or (b) the consummation of (i) a merger, consolidation or reorganization involving Markel, unless (A) the shareholders of Markel immediately before such merger, consolidation or reorganization own, directly or indirectly immediately following such merger, consolidation or reorganization, more than fifty percent (50%)  of  the  combined  voting  power  of  the  entity  resulting  from  such  merger,  consolidation  or  reorganization  (the  “Surviving  Corporation”)  in substantially the same proportion as their ownership immediately before such merger, consolidation or reorganization, and (B) at least a majority of the members of the Board of Directors of the Surviving Corporation were directors of Markel immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization, or (ii) a complete liquidation or dissolution of Markel.                                                                    1





 






        3.6    “Code” shall mean the Internal Revenue Code of 1986, as amended.          3.7    Contributions” shall mean the payroll deductions or, for Non-Qualified Offerings only, and only to the extent provided for in the Non- Qualified Offering by the Administrator, lump-sum payments or other contributions that a Participant contributes to fund the exercise of an Option pursuant to  the  Offering.  Contributions  made  in  currencies  other  than  U.S.  Dollars  will  be  converted  into  U.S.  Dollars  at  the  then  existing  exchange  rate  as determined by the Administrator.          3.8     “Designated  Subsidiary”  shall  mean  a  Subsidiary  that  the  Administrator  has  designated  as  eligible  to  participate  in  the  Plan.  Unless otherwise provided by the Administrator, Markel Services, Inc. shall be on the only Designated Subsidiary with respect to any Qualified Offering. The Administrator shall designate from time to time which Subsidiaries will be eligible to participate in the Plan with respect to any Non-Qualified Offering.          3.9    “Director” shall mean a non-employee member of the Board.          3.10     “Eligible  Employee”  shall  mean  each  regular  full-time  and  part-time  employee  of  Markel  or  a  Designated  Subsidiary,  excluding  any individual who is classified as an independent contractor in Markel’s or a Designated Subsidiary’s regular payroll system. With respect to any Qualified Offering, Eligible Employee shall exclude any employee who would own (immediately after the grant of an Option under the Plan) stock possessing 5% or more of the total combined voting power or value of all classes of stock of Markel or any of its Subsidiaries based on the rules set forth in section 423(b)(3) and  section  424  of  the  Code.  In  addition,  with  respect  to  any  Qualified  Offering,  Options  will  be  granted  to  all  Eligible  Employees  of any corporation whose employees are granted any of such Options by reason of their employment by that corporation, provided that the Administrator may, prior  to  an  Enrollment  Period  for  a  Qualified  Offering  under  the  Plan  and  in  an  identical  manner  to  all  employees  of every corporation whose employees are granted Options under the Qualified Offering, determine that the Eligible Employees with respect to such Qualified Offering will not include -                  (a)    an employee who has been employed less than 2 years (within the meaning of the Code section 423(b)(4)(A)) (or such lesser period         of time as may be determined by the Administrator);                  (b)    an employee who customarily is employed (within the meaning of Code section 423(b)(4)(B)) 20 hours or less per week (or such         lesser period of time as may be determined by the Administrator);                  (c)    an employee who customarily is employed (within the meaning of Code section 423(b)(4)(C)) for not more than 5 months in any         calendar year (or such lesser period of time as may be determined by the Administrator);                  (d)    an employee who is a highly-compensated employee within the meaning of Code section 414(q) with compensation above a certain         level,  and/or  is  an  officer  or  subject  to  disclosure  requirements  of  section  16(a)  of  the  Exchange  Act,  or  some  other  sub-category  of  highly         compensated employees above a designated grade level, and                  (e)    an employee who is a citizen or resident of a foreign jurisdiction if the grant of an Option under the Plan or Offering to such person         is  prohibited  under  the  laws  of  such  foreign  jurisdiction  or  if  compliance  with  the  laws  would  cause  the  Plan  or  Offering  to  violate  the         requirements of Code section 432.              With respect to any Non-Qualified Offering, the Administrator may establish eligibility conditions pursuant to which certain employees of Markel or any Designated Subsidiary may be excluded from participation in such Non-Qualified Offering.          3.11    “Enrollment Period” shall mean, with respect to any Qualified Offering, the period preceding the start of a Qualified Offering during which Eligible Employees may elect to participate in the Plan for such Qualified Offering. The Administrator shall establish the timing and duration of each Enrollment Period for each Qualified Offering. The Administrator may establish procedures for enrolling Eligible Employees or Directors in Non-Qualified Offering Periods in its discretion.          3.12    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.          3.13    “Fair Market Value” as of any date shall mean the closing sales price for a share of Stock as reported on the New York Stock Exchange on such date; provided, if any given day for which the Fair Market Value of a share of Stock is to be determined is not a business day, the Fair Market Value shall be deemed to be the closing sales price for a share of Stock on the most recent business day before such day.                                                                    2





 






        3.14    “Markel” shall mean Markel Corporation, a Virginia corporation          3.15    “Offering” shall mean an offer under the Plan to purchase shares of Stock on a Purchase Date. An Offering may be an Offering under the Qualified Plan Component (a “Qualified Offering”) or under the Non-Qualified Plan Component (a “Non-Qualified Offering”).          3.16    “Offering Period” shall mean a period established by the Administrator during which Contributions shall be made pursuant to an Offering under  the  Plan.  Unless  otherwise  established  by  the  Administrator  prior  to  the  beginning  of  a  Qualified  Offering,  all  Offering  Periods  for  Qualified Offerings (“Qualified Offering Periods”) shall be approximately the length of a calendar quarter, and shall begin on the first business day of a calendar quarter and shall end on the last business day of the same calendar quarter. The first Qualified Offering Period shall begin on July 1, 2020 and end on September 30, 2020. Unless otherwise established by the Administrator prior to the beginning of a Non-Qualified Offering, all Offering Periods for Non- Qualified Offerings (“Non-Qualified Offering Periods”) shall be approximately the length of a month, and shall begin on the first business day on or after the sixteenth (16th) day of a calendar month and shall end on the last business day on or before the fifteenth (15th) day of the following calendar month; provided that the first Non-Qualified Offering Period shall begin on July 1, 2020 and end on July 15, 2020. In no event shall any Offering Period exceed twenty seven (27) months.          3.17    “Option” shall mean a Participant’s right to purchase shares of Stock in an Offering under the Plan, in accordance with and subject to the terms of such Offering.          3.18    “Participant” shall mean, for each Offering, an Eligible Employee or Director who has satisfied the requirements set forth in section 7 to participate in such Offering. A Participant who is an Eligible Employee is referred to as an “Employee Participant” and a Participant who is a Director is referred to as a “Director Participant.”          3.19    “Participating Employer” shall mean, for each Employee Participant as of any date, Markel or a Designated Subsidiary, whichever employs the Employee Participant as of such date.          3.20     “Payroll  Deduction  Authorization”  shall  mean  the  participation  election  and  payroll  deduction  authorization  form  which  an  Eligible Employee shall be required to properly complete and timely file with the Administrator to participate in the Plan for the related Offering Period. The Administrator shall establish rules and procedures relating to how Eligible Employees may submit Payroll Deduction Authorizations (which may include online or electronic enrollment) and the times during which Payroll Deduction Authorizations must be submitted.          3.21    “Plan” shall mean this Markel Corporation 2020 Employee Stock Purchase Plan as set forth herein and as hereafter amended from time to time.          3.22    “Purchase Date” shall mean, for each Offering Period, the last day of such Offering Period.          3.23    “Purchase Price” shall mean the price at which shares of Stock shall be purchased in an Offering. For any Qualified Offering, the Purchase Price shall equal the lower of (a) eighty-five percent (85%) of the Fair Market Value of a share of Stock on the first day of the Offering Period or (b) eighty- five  percent  (85%)  of  the  Fair  Market  Value  of  a  share  of  Stock  on  the  Purchase  Date,  or  such  higher  percentage(s)  as  may  be  determined  by  the Administrator for such Offering. For any Non-Qualified Offering, the Purchase Price shall equal 90% of the Fair Market Value of a share of Stock on the Purchase Date, or such higher percentage as may be determined by the Administrator for such Offering.          3.24    “Stock” shall mean the Common Stock of Markel, no par value.          3.25    “Subsidiary” shall mean, for purposes of the Qualified Plan Component, a subsidiary corporation of Markel as defined under Code section 424(f), and for purposes of the Non-Qualified Plan Component, any subsidiary of Markel as determined by the Administrator.                                                                    3





 






4.        Offerings          (a)    Offerings to purchase shares of Stock shall be made to Eligible Employees and Directors in accordance with the Plan from time to time at the discretion  of  the  Administrator.  The  Administrator  will  determine  the  terms  of  each  Offering,  which  will  be  set  forth  in  writing  (or  electronic  form), provided that all employees granted Options under a Qualified Offering shall have the same rights and privileges in accordance with the requirements of section 423(b)(5) of the Code. In any Qualified Offering, Options can be granted only to Eligible Employees and only to purchase Stock.          (b)    Directors are only eligible to participate in the Non-Qualified Plan Component and, unless otherwise provided by the Administrator, shall only be eligible to participate in the Non-Qualified Offerings during which they are otherwise scheduled to receive a payment of cash fees for their services on the Board. For any Non-Qualified Offering for which they are eligible, Directors may elect to contribute all or a portion of such fees that they would otherwise receive during such Offering Period toward the purchase of Stock on the Purchase Date for such Offering Period, in accordance with the terms and conditions that otherwise apply to such Offering. The Administrator shall establish the terms for the Directors’ participation in any Non-Qualified Offerings for which they may be eligible, provided that the maximum amount that a Directory may contribute on an aggregate basis for all Non-Qualified Offerings during any calendar year shall not exceed the total amount of the Director’s cash fees for services on the Board for such year.  5.      Shares Available Under the Plan          Subject  to  adjustment  as  provided  in  section  14,  a  maximum  of  125,000  shares  of  Stock  shall  be  reserved  for  purchase  upon  the  exercise  of Options granted under the Qualified Plan Component, and an additional maximum of 125,000 shares of Stock shall be reserved for purchase upon the exercise of Options granted under the Non-Qualified Plan Component (for a total combined share reserve of 250,000). Shares reserved for issuance under the Qualified Plan Component may not be issued under the Non-Qualified Plan Component, and vice versa. Any shares of Stock which are subject to Options granted as of the first day of an Offering Period but which are not purchased on the related Purchase Date shall again become available under the applicable  Plan  component  from  which  the  Options  were  granted.  Shares  purchased  under  the  Plan  will  be,  at  Markel’s  discretion,  either newly issued shares, shares already owned by Markel (treasury stock), or shares purchased for Participants in the open market, or any combination of the foregoing.  6.      Administration          The Administrator shall be responsible for the administration of the Plan and shall have the power in connection with such administration to interpret the Plan, to establish rules and procedures it deems appropriate to administer the Plan, and to take such other action in connection with such administration as it deems necessary or equitable under the circumstances. The Administrator also shall have the power to delegate the duty to perform such administrative functions as the Administrator deems appropriate under the circumstances and any action taken in accordance with such delegation shall be considered the action of the Administrator. Any person or management committee to whom the duty to perform an administrative function is delegated shall act on behalf of and shall be responsible to the Administrator for such function. Any action or inaction by or on behalf of the Administrator under the Plan shall be final and binding on each Eligible Employee, Director, Participant and on each other person who makes a claim under the Plan based on the rights, if any, of any such Eligible Employee, Director or Participant under the Plan.  7.      Participation          (a)    An Eligible Employee who is eligible to participate in the Qualified Plan Component may become a Participant in the Plan by submitting a properly completed Payroll Deduction Authorization to the Administrator on or before the last day of the Enrollment Period for a Qualified Offering. An Eligible Employee who is eligible to participate in the Qualified Plan Component may not submit a separate Payroll Deduction Authorization for a Non- Qualified  Offering  unless  otherwise  provided  by  the  Administrator.  An  Eligible  Employee  who  is  eligible  to  participate  in  the  Non-Qualified  Plan Component  (but  not  the  Qualified  Plan  Component)  may  become  a  Participant  in  the  Plan  by  submitting  a  properly  completed  Payroll  Deduction Authorization to the Administrator in accordance with the procedures established by the Administrator for a Non-Qualified Offering. Unless otherwise provided by the Administrator, only employees who are Eligible Employees on the first day of an Enrollment Period, and whose employment as an Eligible Employee continues until the start of the related Qualified Offering, may participate in the Qualified Offering. Employment as an Eligible Employee shall not  be  treated  as  interrupted  by  a  transfer  directly  between  Markel  and  any  Designated  Subsidiary  which  is  participating  in  the  Qualified  Offering  or between one                                                                    4





 






Designated Subsidiary participating in the Offering and another Designated Subsidiary participating in the same Qualified Offering.          (b)    In addition, an Eligible Employee who is eligible to participate in the Non-Qualified Plan Component (regardless of whether he or she is also eligible  to  participate  in  the  Qualified  Plan  Component)  may  become  a  Participant  in  the  Plan  by  making  a  lump-sum  cash  Contribution  prior  to  the Purchase Date for a Non-Qualified Offering in accordance with procedures established by the Administrator.          (c)     A  Payroll  Deduction  Authorization  shall  require  an  Eligible  Employee  to  provide  such  information  and  to  take  such  action  as  the Administrator in its discretion deems necessary or helpful to the orderly administration of the Plan, including specifying (in accordance with section 8) his or her Contributions to purchase shares of Stock pursuant to the Offering. Unless an Employee Participant files a new Payroll Deduction Authorization during  a  subsequent  Enrollment  Period,  stops  his  or  her  Contributions  (or  otherwise  modifies  a  Payroll  Deduction  Authorization)  in  accordance  with section 8(c), or terminates employment or otherwise ceases to be an Eligible Employee pursuant to section 12, he or she will remain a Participant and his or her Payroll Deduction Authorization will continue in effect at the same Contribution rate for future Offering Periods under the Plan as long as the Plan remains  in  effect.  The  Administrator  may  establish  procedures  (applied  on  a  uniform  and  nondiscriminatory  basis)  for  enrolling  newly  hired  Eligible Employees  or  employees  who  otherwise  become  Eligible  Employee  during  an  Enrollment  Period  (before  the  start  of  the  related  Offering  Period). Otherwise, an Eligible Employee who is hired or who otherwise becomes eligible after the start of an Enrollment Period for an Offering must wait until the Enrollment Period for the next Offering to enroll.          (d)    With respect to Directors, the Administrator shall determine the Enrollment Periods, the form pursuant to which Directors may authorize Contributions  of  their  cash  fees  for  service  on  the  Board  for  the  applicable  Non-Qualified  Offering  Period,  and  all  other  terms  of  the  Directors’ participation  in  any  Non-Qualified  Offering,  including  whether  such  authorizations  automatically  continue  for  subsequent  Non-Qualified  Offerings  for which the Director may be eligible or whether Directors must submit new authorization forms for each subsequent period.  8.      Contributions          (a)    Contribution Types. Contributions  for  a  Qualified  Offering  may  be  made  by  payroll  deduction  only.  Contributions  for  a  Non-Qualified Offering by Employee Participants may be made either by payroll deduction or in lump sum payments by cash, check, or wire transfer prior to a Purchase Date, in accordance with procedures established by the Administrator. Contributions for a Non-Qualified Offering by Director Participants may be made in accordance with procedures established by the Administrator in accordance with Section 4(b). In addition, the Administrator may establish procedures in accordance with Code section 423(b)(5) pursuant to which any payroll deduction Contributions elected by an Employee Participant for a Qualified Offering that would otherwise exceed the Statutory Limitation set forth in Section 9(c) below or any other limitation under the Qualified Plan Component for such Qualified Offering will be contributed instead to the Participant’s Account under the Non-Qualified Plan Component and used to purchase shares of Stock on  the  Purchase  Date  for  the  next  Non-Qualified  Offering  Period  ending  after  the  end  of  the  Qualified  Offering  Period  during  which  such  excess Contributions are contributed, and thereafter the Participant’s Payroll Deduction Authorization (unless modified in accordance with Section 8(c) below, or unless the Participant terminates employment or otherwise ceases to be an Eligible Employee in accordance with Section 12) will remain in effect for future Non-Qualified Offerings during the same calendar year, subject to and in accordance with the terms of each Non-Qualified Offering (a “Spill-Over Feature”). In no event shall Markel or any Designated Subsidiary make any matching contribution with respect to Participant Contributions under the Plan.          (b)    Payroll Deduction Authorizations. Each Payroll Deduction Authorization made under section 7 shall specify the Employee Participant’s Contributions for the Offering, which shall be a percentage of compensation (unless the Administrator determines that Contributions may be designated as a specific dollar amount) which he or she authorizes his or her Participating Employer to deduct from his or her compensation each pay period (as such pay period is determined in accordance with his or her Participating Employer’s standard payroll policies and practices) during the Offering Period for which such Payroll Deduction Authorization is in effect. For each Offering, the Administrator shall establish the definition of eligible “compensation” from which an Employee Participant’s payroll deduction Contributions will be taken, which for any Qualified Offering will be applicable to all Employee Participants in the Offering on an identical basis. The Administrator shall determine the elements of pay to be included in compensation for purposes of a Qualified Offering in compliance with Code section 423 and may change the definition on a prospective basis (provided it shall apply to all Employee Participants on an  identical  basis).  For  Director  Participants,  the  Administrator  shall  determine  the  form  for  making  Contribution  and  other  terms  of  each  Director Participant’s participation in any Non-Qualified Offering for which the Director Participant is eligible in accordance with Section 4(b). In                                                                    5





 






addition, for any Offering, the Administrator may establish uniform rules regarding (i) required minimum Contribution levels and (ii) limitations on the dollar amounts (or percentages of compensation) that may be contributed, provided that all such limitations shall satisfy the requirements of section 423(b) (5) with respect to any Qualified Offering.          (c)    Modifications.  An  Employee  Participant  shall  have  the  right  to  amend  his  or  her  Payroll  Deduction  Authorization  after  the  end  of  an Enrollment  Period  to  stop  the  Contributions  which  he  or  she  previously  had  authorized  for  an  Offering  Period.  Any  such  adjustment  to  an  Employee Participant’s  Contributions  shall  be  effective  as  soon  as  administratively  practicable  after  the  Administrator  receives  the  amended  Payroll  Deduction Authorization. The Employee Participant will be given the choice to receive a cash distribution of his or her accumulated Contributions for such Offering Period (without interest and at the prevailing currency exchange rate of conversion for Contributions made in currencies other than U.S. dollars) or to purchase shares of Stock at the end of the Offering Period with the accumulated Contributions through the date of such adjustment. No payroll deduction Contributions  will  be  taken  for  future  Offering  Periods  unless  the  Employee  Participant  submits  a  new  Payroll  Deduction  Authorization  during  a subsequent Enrollment Period in accordance with section 7. Unless otherwise provided for by the Administrator with respect to an Offering, an Employee Participant shall not otherwise have the right to increase, decrease or reduce the payroll deduction Contributions which he or she previously had authorized for an Offering Period after the end of the Enrollment Period for such Offering Period. The Administrator may establish procedures and deadlines by which Employee Participants must make such amendments to a Payroll Deduction Authorization. The ability of Director Participants to modify Contributions for a Non-Qualified Offering after the Contribution has been authorized shall be determined in accordance with procedures established by the Administrator. Unless otherwise provided by the Administrator, an Eligible Employee or Director may not modify or rescind a lump-sum Contribution election after it has been submitted.          (d)    Account Credits, General Assets and Taxes. All payroll deduction Contributions made for an Employee Participant shall be credited to his or her Account as of the payday as of which the deduction is made. All other Contributions shall be credited to a Participant’s Account in accordance with procedures  established  by  the  Administrator.  All  Contributions  shall  be  held  by  Markel,  by  Markel’s  agent  or  by  one,  or  more  than  one,  Designated Subsidiary (as determined by the Administrator) as part of the general assets of Markel or any such Designated Subsidiary, and each Participant’s right to the  Contributions  credited  to  his  or  her  Account  shall  be  those  of  a  general  and  unsecured  creditor.  No  interest  or  earnings  shall  be  credited  to  a Participant’s Account. All payroll deduction Contributions shall be taken on an after-tax basis. Unless otherwise provided by the Administrator, statements of purchase activity within a Participant’s Account (other than year-end Account statements, which will be mailed to Participants unless a Participant has consented  to  electronic  delivery)  will  be  made  available  to  the  Participant  online  or,  if  requested  by  a  Participant,  mailed  to  the  Participant  at  the Participant’s address on file with the Plan.  9.      Granting of Option          (a)    General Rule. Subject to the remaining provisions of this section 9, each person who is a Participant for an Offering Period automatically shall  be  deemed  to  have  been  granted  an  Option  to  purchase  the  number  of  whole  and  fractional  shares  of  Stock  as  may  be  purchased  with  the Contributions credited to the Participant’s Account during the applicable Offering Period. Notwithstanding the foregoing, the maximum number of shares of Stock that may be purchased by any Participant during any Qualified Offering shall not exceed fifty (50) shares, subject to adjustment under section 14 of the Plan, or such other maximum number of shares as the Administrator may establish for a particular Qualified Offering. Fractional shares may be purchased and will be combined with subsequent purchases of Stock to make whole shares where possible. Subject to the Spill-Over Feature procedures described in Section 8(a) above, any Contributions accumulated in a Participant’s Account which, for any reason, are not used to purchase shares of Stock will be returned to the Participant in cash (without interest and at the currency exchange rate of conversion for Contributions made in currencies other than U.S. dollars determined by the Administrator) and shall not be carried over to the next Offering.          (b)    Option Terms. Each such Option shall be exercisable only in accordance with the terms of the Plan and the applicable Offering pursuant to which the Option has been granted.          (c)    Statutory Limitation. No Option granted under the Qualified Plan Component to any Eligible Employee shall permit his or her rights to purchase shares of Stock under the Qualified Plan Component or under any other “employee stock purchase plan” (within the meaning of section 423 of the Code) of Markel or any of its Subsidiaries (within the meaning of section 424(f) of the Code) to accrue (within the meaning of section 423(b)(8) of the Code) at a rate which exceeds $25,000 of the Fair Market Value of such Stock for any calendar year (the “Statutory Limitation”). Such Fair Market Value shall be determined as of the first day of the Offering Period for which the Option is granted.                                                                    6





 






        (d)    Insufficient Available Shares. If the number of shares of Stock available for purchase for any Offering Period is insufficient to cover the number of shares which Participants have elected to purchase, then each Participant’s Option to purchase shares of Stock for such Offering Period shall be reduced to the number of shares of Stock which the Administrator shall determine by multiplying the number of shares of Stock available for Options for such Offering Period by a fraction, the numerator of which shall be the number of shares of Stock for which such Participant would have been granted an Option under section 9(a) if sufficient shares were available and the denominator of which shall be the total number of shares of Stock for which Options would have been granted to all Participants under section 9(a) if sufficient shares were available.  10.     Exercise of Option          Unless an Employee Participant files an amended Payroll Deduction Authorization to stop Contributions and chooses a cash distribution under section 8(c), or terminates employment or otherwise ceases to be an Eligible Employee pursuant to section 12, or unless a Director Participant ceases to be a  member  of  the  Board  pursuant  to  Section  12,  in  each  case  on  or  before  the  Purchase  Date  for  an  Offering  Period  for  which  he  or  she  has  made Contributions, his or her Option shall be exercised automatically on such Purchase Date for the purchase of as many whole and fractional shares of Stock as the balance credited to his or her Account as of that date will purchase at the Purchase Price for such shares of Stock. Unless otherwise provided by the Administrator for a particular Offering, (i) the minimum amount of Contributions an Employee Participant can make in the form of payroll-deduction Contributions for any payroll period shall be fifty U.S. Dollars ($50) and the minimum amount of Contributions a Participant can make in the form of a lump-sum payment shall be one thousand U.S. Dollars ($1,000) (or, in either case, the equivalent amount in any foreign currency, converted into U.S. Dollars at the currency exchange rate as determined by the Administrator), and any Contributions below such amount shall be distributed to the Participant in cash (without interest and at the currency exchange rate of conversion for Contributions made in currencies other than U.S. dollars determined by the Administrator)  as  soon  as  administratively  practicable  following  the  end  of  such  Offering  Period);  and  (ii)  the  maximum  amount  of  Contributions  an Employee Participant can make in the form of payroll-deduction Contributions for any payroll period shall be twenty-five thousand U.S. Dollars ($25,000) and the maximum amount of Contributions a Participant can make in the form of a lump sum payment shall be one hundred and fifty thousand U.S. Dollars ($150,000) (or, in either case, the equivalent amount in any foreign currency, converted into U.S. Dollars at the currency exchange rate as determined by the Administrator), and subject for Director Participants to the limit set forth in Section 4(b) above, and any excess above such amounts as of the Purchase Date for such Offering shall be distributed to the Participant in cash (without interest and at the currency exchange rate of conversion for Contributions made in currencies other than U.S. dollars determined by the Administrator) as soon as administratively practicable after the end of the Offering Period. The Administrator may establish additional limits (in accordance with Section 423(b)(5) for any Qualified Offering) on the amount that any Participant may contribute during any Offering Period.  11.     Delivery of Shares; Holding Period.          Whole and fractional shares of Stock purchased upon the exercise of an Option under the Plan may be registered in book entry form or represented in certificate form and shall be held for the Participant in an investment account maintained by the Plan’s third-party custodian. The shares of Stock in a Participant’s investment account shall be registered in the Participant’s name. No Participant (or any person who makes a claim through a Participant) shall have any interest in any shares of Stock subject to an Option until such Option has been exercised and the related shares of Stock have been registered in the Participant’s investment account. The Administrator may impose restrictions on the sale or transfer of shares held in a Participant’s investment account, in accordance with Code section 423 with respect to any shares of Stock purchased under the Qualified Plan Component. Unless otherwise provided by the Administrator, (i) any shares of Stock purchased upon exercise of an Option under the Qualified Plan Component (w) may not be sold or disposed of by a Participant prior to the first anniversary of the Option exercise date, and (x) may not be transferred out of the Participant’s investment account prior to the second anniversary of the Option grant date (the “Qualified Plan Holding Period”); and (ii) any shares of Stock purchased upon exercise of an Option under the Non-Qualified Plan Component (y) may not be sold or disposed of by a Participant prior to the first anniversary of the Option exercise date, and (z) may  not  be  transferred  out  of  the  Participant’s  investment  account  prior  to  the  first  anniversary  of  the  Option  exercise  date  (the  “Non-Qualified  Plan Holding Period” and, together with the Qualified Plan Holding Period, the “Holding Period”). After the Holding Period expires with respect to any shares of  Stock  held  in  a  Participant’s  investment  account,  such  shares  may  be  transferred  to  the  Participant  or  to  a  brokerage  account  designated  by  the Participant upon the Participant’s request and as directed by the Participant. The Administrator may establish additional procedures for or restrictions on the sale or transfer of fractional shares of Stock. Any fees associated with the sale or transfer of any shares shall be borne by the Participant.                                                                    7





 






12.     Termination of Employment or Other Service; Death          If  an  Employee  Participant’s  employment  with  Markel  or  with  a  Designated  Subsidiary  or  if  a  Director  Participant’s  service  on  the  Board terminates before the Purchase Date for an Offering Period for any reason whatsoever (including death but in such case only if the Administrator has timely notice  of  such  death),  then  his  or  her  Account  shall  be  distributed  to  the  Participant  in  cash  (without  interest  and  at  the  currency  exchange  rate  of conversion for Contributions made in currencies other than U.S. dollars determined by the Administrator) as soon as administratively practicable after the date  his  or  her  employment  or  Board  service  terminates.  If  an  Employee  Participant  otherwise  ceases  to  be  an  Eligible  Employee  with  respect  to  an Offering  on  or  before  the  Purchase  Date  with  respect  to  such  Offering,  the  Employee  Participant’s  aggregate  Contributions  for  such  Offering  shall  be distributed to the Employee Participant in cash (without interest and at the currency exchange rate of conversion for Contributions made in currencies other than U.S. dollars determined by the Administrator) as soon as administratively practicable after the date he or she ceases to be eligible. Payment shall occur as soon as administratively practicable (and in any event by no later than the March 15th following the end of the applicable Offering Period) and shall be made  to  the  Participant  or  (in  the  case  of  the  Participant’s  death)  to  the  Beneficiary  or  estate  if  no  Beneficiary  is  selected.  However,  if  an  Employee Participant  is  transferred  directly  between  Markel  and  a  Designated  Subsidiary  participating  in  an  Offering  or  between  one  Designated  Subsidiary participating in an Offering and another Designated Subsidiary participating in the same Offering, his or her employment shall not be treated as having terminated merely because of such transfer. In the case of a leave of absence, the Administrator shall have the authority to determine if and when an Employee Participant’s employment has terminated in its sole discretion.  13.     Transferability          Neither the balance credited to a Participant’s Account nor any rights to the exercise of an Option or to receive shares of Stock under the Plan may be assigned, encumbered, alienated, transferred, pledged, or otherwise disposed of in any way by a Participant during his or her lifetime or by any other person during his or her lifetime, and any attempt to do so shall be without effect; provided, however, that the Administrator in its absolute discretion may treat any such action as an election by an Employee Participant to cease future Contributions and withdraw the balance credited to his or her Account in accordance with section 8(c).  14.     Adjustment          The number of shares of Stock covered by outstanding Options granted pursuant to the Plan, the related Purchase Price, the number of shares of Stock available under each component of the Plan, the maximum limitation on shares purchasable during an Offering Period, and any other similar terms shall be adjusted by the Board in an equitable manner to reflect any Stock split, Stock dividend or other similar change in the capitalization of Markel without the receipt of consideration by Markel. An adjustment made under this section 14 by the Board shall be conclusive and binding on all affected persons.  15.     Amendment or Termination          This Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate, and any such amendment shall be subject to the approval of Markel’s shareholders to the extent such approval is required under section 423 of the Code, other applicable law or stock exchange listing requirements. The Board also may terminate the Plan or any Offering made under the Plan at any time.  16.     Change in Control          In the event of a Change in Control, (i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue outstanding Options or may substitute similar options for outstanding Options (with respect to Options granted under the  Qualified  Plan  Component,  in  accordance  with  Code  section  424),  or  (ii)  otherwise,  all  outstanding  Options  under  the  Plan  shall  automatically  be exercised immediately prior to the consummation of such Change in Control by causing all amounts credited to each Participant’s Account to be applied to purchase as many shares of Stock pursuant to the Participant’s Option as possible at the Purchase Price, subject to the limitations set forth in the Plan. The Administrator shall use its best efforts to provide at least ten (10) days’ prior written notice of the occurrence of a Change in Control and Participants shall, following the receipt of such notice, have the right to terminate their Contributions and receive a cash distribution of their Accounts prior to the effective date of such Change in Control.                                                                    8





 






17.     Acquisitions and Dispositions          The Administrator may, in its sole and absolute discretion, create special Offering Periods for individuals who become Eligible Employees solely in connection with the acquisition of a controlling interest in another company or business by a stock acquisition, merger, reorganization or purchase of assets and, notwithstanding anything in the Plan to the contrary, may provide for special Purchase Dates for Employee Participants who will cease to be Eligible  Employees  solely  in  connection  with  the  disposition  of  all  or  a  portion  of  any  Designated  Subsidiary  or  a  portion  of  Markel,  which  Offering Periods  and  Purchase  Dates  granted  pursuant  thereto  shall,  notwithstanding  anything  stated  herein,  be  subject  to  such  terms  and  conditions  as  the Administrator considers appropriate under the circumstances.  18.     Indemnity          Markel shall, consistent with applicable law, indemnify members of the Administrator from any liability, loss or other financial consequence with respect to any act or omission relating to his or her conduct in the performance of his or her duties under the Plan, except in relation to matters as to which he or she acted fraudulently or in bad faith in the performance of such duties.  19.     Notices          All Payroll Deduction Authorizations and other communications from a Participant to the Administrator under, or in connection with, the Plan shall be deemed to have been filed with the Administrator when actually received in the form specified by the Administrator at the location, or by the person, designated by the Administrator for the receipt of such authorizations and communications.  20.     Employment          No offer under the Plan shall constitute an offer of employment, and no acceptance of an offer under the Plan shall constitute an employment agreement. Any such offer or acceptance shall have no bearing whatsoever on the employment relationship between any Eligible Employee and Markel or any subsidiary of Markel, including a Designated Subsidiary.  21.     Payment of Expenses Related to Plan          The cost, if any, for the delivery of shares of Stock to a Participant or commissions upon the sale of Stock shall be paid by the Participant using such  service.  Other  expenses  associated  with  the  Plan,  if  any,  at  the  discretion  of  the  Administrator,  will  be  allocated  as  deemed  appropriate  by  the Administrator.  22.     Optionees Not Stockholders          Neither the granting of an Option to an employee, nor the deductions from his or her pay shall cause such employee to be a shareholder of the Stock covered by an Option until such shares of Stock have been purchased by and issued to him or her.  23.     Taxes          As a condition of participation in the Plan, a Participant shall make such arrangements as Markel or the Participating Employer may require for the satisfaction  of  any  applicable  U.S.  federal,  state,  local  or  foreign  tax  withholding,  and  any  other  required  deductions  or  payments  that  may  arise  in connection with the grant or exercise of an Option under the Plan or the sale or disposition of any shares of Stock acquired upon exercise thereof. Markel shall not be required to issue any shares of Stock under the Plan until such obligations are satisfied.  24.     Compliance with Applicable Law          No Options may be exercised to any extent unless the shares of Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act of 1933, as amended, and the Plan is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the Plan.                                                                    9





 






25.     Code Section 409A          Options granted under the Non-Qualified Plan Component are intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception or compliant with Section 409A of the Code and any ambiguities will be construed and interpreted in accordance with such intent.  26.     Headings, References and Construction          The headings to sections in the Plan have been included for convenience of reference only. Except as otherwise expressly indicated, all references to sections (section) in the Plan shall be to sections (section) of the Plan. This Plan shall be interpreted and construed in accordance with the laws of the Commonwealth of Virginia.                                                                  * * * * *                                                                   10





 






        IN WITNESS WHEREOF, Markel Corporation has caused this instrument to be duly executed in its name and on its behalf as of the date set forth below.                                                 MARKEL CORPORATION                                                 By:    _/s/ Linda V. Schreiner_                                                       Name: Linda V. Schreiner                                                        Title: Senior Vice President, Strategic Management                                                 Date:    15 May 2020                                                                    11