exv10w211






Exhibit 10.211




FORM OF

RESTRICTED STOCK UNIT AWARD

NOTIFICATION AND AGREEMENT




Director Restricted Stock Unit Award



	 	 	 	 	 

	Participant:

	 	Grant Date:	 	 
	 
	 	 	 	 
	Number of Award Shares:

	 	Vesting Date:
	 	1st Anniversary of Grant Date






1. Grant of Restricted Stock Units. This restricted stock unit award (“Award”) is granted pursuant
to the
Liberty Mutual Agency Corporation 2010 Executive Long-Term Incentive Plan (the “Plan”), by Liberty
Mutual
Agency Corporation (the “Company”) to the Participant as a non-employee director of the Company’s
Board of
Directors (the “Board”). The Company hereby grants to the Participant as of the Grant Date (set
forth above) the
Award consisting of a right to receive the number of shares set forth above (“Award Shares”) of the
Company’s
Class A common stock, $0.01 par value (“Common Stock”), upon the Vesting Date, pursuant to the
Plan, as it may
be amended from time to time, and subject to the terms, conditions, and restrictions set forth
herein. Capitalized
terms in this award notification and award agreement (the “Award Agreement”) shall have the meaning
specified in
the Plan, unless a different meaning is specified herein.




2. Terms and Conditions. The terms, conditions, and restrictions applicable to this Award are
specified in
the Plan, this Award Agreement and any applicable prospectus supplement (together, the
“Prospectus”). The terms,
conditions and restrictions in the Plan and the Prospectus include, but are not limited to,
provisions relating to
amendment, vesting, cancellation, and settlement, all of which are hereby incorporated by reference
into this Award
Agreement to the extent not otherwise set forth herein.




By accepting this Award, the Participant acknowledges receipt of the Prospectus and that he or she
has read
and understands the Prospectus.




The Participant understands that the value that may be realized, if any, from this Award is
contingent, and depends
on the future market price of the Common Stock, among other factors. The Participant further
confirms the
Participant’s understanding that this Award is intended to promote director retention and stock
ownership and to
align the director’s interests with those of shareholders, is subject to vesting conditions and
will be cancelled if the
vesting conditions are not satisfied. Thus, the Participant understands that (a) any monetary value
assigned to this
Award in any communication regarding this Award is contingent, hypothetical, or for illustrative
purposes only, and
does not express or imply any promise or intent by the Company to deliver, directly or indirectly,
any certain or
determinable cash value to the Participant; (b) receipt of this Award or any incentive award in the
past is neither an
indication nor a guarantee that an incentive award of any type or amount will be made in the
future, and that absent a
written agreement to the contrary, the Company is free to change its practices and policies
regarding incentive
awards at any time; (c) vesting may be subject to confirmation and final determination by the
Committee that the
vesting conditions have been satisfied; and (d) Award Shares shall be subject to lock-up
restrictions as described in
Section 14 of this Award Agreement. The Participant shall have no rights as a stockholder of the
Company with
respect to any shares covered by this Award unless and until this Award is vested and settled in
shares of Common
Stock.




3. Vesting. This Award shall vest in full on the Vesting Date set forth above provided that the
Participant
continuously serves as a non-employee director on the Board from the Grant Date through the Vesting
Date. The
Participant shall be credited with an amount in cash (without interest) equal to the dividends the
Participant would
have received if the Participant had been the owner of a number of shares of Common Stock equal to
the number of
Award Shares; provided, however, that no amount shall be credited with respect to Shares that have
been delivered
to the Participant as of the applicable record date. Dividend equivalents shall be subject to the
same terms and
conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time
as the Award Shares.




 









 








Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be
prohibited to the extent
it would violate applicable law.




4. Cessation of Services. All of the Participant’s rights under this Award shall expire and be
permanently
forfeited upon ceasing to serve as a non-employee director on the Board prior to the Vesting Date.




5. Settlement of Award. The Company shall deliver to the Participant a number of shares of Common
Stock
equal to the number of vested Award Shares on the Vesting Date or as soon as administratively
practicable
thereafter, but in no event later than two and one-half (2-1/2) months following the end of the
calendar year in which
the Award vests (the “Short-Term Deferral Period”). For avoidance of doubt, the Company shall be
entitled to delay
the issuance of shares to a date not later than the end of the Short-Term Deferral Period as the
Committee may deem
necessary or appropriate to avoid having the Company inadvertently cease to be a member of an
“affiliated group”
(within the meaning of Section 1504 of the Code) with Liberty Mutual Group Inc. The dividend
equivalents
described in Section 3 above shall be paid in cash at the same time as the delivery of the Shares
under this Section 5
which correspond to such dividend equivalents.




6. Compliance with Non-Compete; Compensation Recovery. The Award Shares shall be subject to being
recovered under any compensation recovery policy that may be adopted from time to time by the
Company. For
avoidance of doubt, compensation recovery rights to Award Shares shall extend to the proceeds
realized by the
Participant due to the sale or other transfer of the Award Shares.




7. Consent to Electronic Delivery. In lieu of receiving documents in paper format, the Participant
agrees, to
the fullest extent permitted by law, to accept electronic delivery of any documents that the
Company may be
required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or
award notifications
and agreements, account statements, annual and quarterly reports, and all other agreements, forms
and
communications) in connection with this and any other prior or future incentive award or program
made or offered
by the Company or its predecessors or successors. Electronic delivery of a document to the
Participant may be via a
Company e-mail system or by reference to a location on a Company intranet site to which the
Participant has access.




8. Administration. In administering the Plan, or to comply with applicable legal, regulatory, tax,
or
accounting requirements, it may be necessary for a member of the LMAC Group to transfer certain
Participant data
to another member of the LMAC Group, an Affiliated Employer, or to its outside service providers or
governmental
agencies. By accepting the Award, the Participant consents, to the fullest extent permitted by law,
to the use and
transfer, electronically or otherwise, of the Participant’s personal data to such entities for such
purposes.




9. Entire Agreement/Amendment/Survival/Assignment. The terms, conditions and restrictions set forth
in
the Plan, this Award Agreement and the Prospectus, constitute the entire understanding between the
parties hereto
regarding this Award and supersede all previous written, oral, or implied understandings between
the parties hereto
about the subject matter hereof. This Award Agreement may be amended by a subsequent writing
(including e-mail
or other electronic form) agreed to between the Company and the Participant. Section headings
herein are for
convenience only and have no effect on the interpretation of this Award Agreement. The provisions
of this Award
Agreement that are intended to survive the Termination Date of a Participant shall survive such
date. The Company
may assign this Award Agreement and its rights and obligations hereunder to any current or future
member of the
LMAC Group or an Affiliated Employer.




10. No Right to Membership on the Board. The Participant agrees that nothing in this Award
Agreement
constitutes a contract of services with the Company for a definite period of time. Both the
Participant and the
Company retain the right to terminate the Participant’s status as a Director at any time for any
reason or no reason
not otherwise prohibited by applicable law. The Company retains the right to decrease the
Participant’s
compensation and/or benefits, or otherwise change the terms or conditions of the Participant’s
service on the Board.




11. Transfer Restrictions. The Participant may not sell, assign, transfer, pledge, encumber or
otherwise
alienate, hypothecate or dispose of this Award or the Participant’s right hereunder to receive any
Award Shares,
except as otherwise provided in the Committee’s sole discretion consistent with the Plan and
applicable securities
laws.




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12. Conflict. This Award Agreement is subject to the terms and provisions of the Plan, including
but not
limited to the adjustment provisions under Section 12 of the Plan. In the event of a conflict
between the Plan, this
Award Agreement and/or the Prospectus, the documents shall control in that order (that is, the
Plan, this Award
Agreement, and then the Prospectus).




13. Definitions. For purposes of this Award Agreement, the following terms shall be as defined
below:




     (a) “LMAC Group” shall mean the Company and its direct and indirect subsidiaries.



     (b) “Termination Date” shall mean the date on which the Participant ceases to provide services to
the Board as a director.



14. Lock-up Restriction. The Participant agrees that, if the Company proposes to offer for sale any
Shares
pursuant to a public offering under the Securities Act of 1933 and if requested by the Company and
any underwriter
engaged by the Company for a reasonable period of time specified by the Company or such underwriter
following
the effective date of the registration statement filed with respect to such offering, the
Participant will not, directly or
indirectly, offer, sell, pledge, contract to sell (including any short sale), grant any option to
purchase, or otherwise
dispose of any securities of the Company held by the Participant or enter into any Hedging
Transaction (as defined
below) relating to any securities of the Company held by the Participant. For purposes of this
Section, a “Hedging
Transaction” means any short sale (whether or not against the box) or any purchase, sale or grant
of any right
(including, without limitation, any put or call option) with respect to any security (other than a
broad-based market
basket or index) that includes, relates to or derives any significant part of its value from the
Shares.




15. Exemption from Section 409A. This Award is intended to be a short-term deferral exempt from
Section
409A of the Code and shall be interpreted consistent with this intention.




16. Governing Law. This Award Agreement shall be legally binding and shall be executed and
construed and
its provisions enforced and administered in accordance with the laws of the Commonwealth of
Massachusetts.




[Signature Page to Follow]






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     IN WITNESS WHEREOF, the Company by one of its duly authorized officers has executed this Award
Agreement as of the day and year first above written.



	 	 	 	 	 
	 	LIBERTY MUTUAL AGENCY CORPORATION

 	 
	 	By:  	 	 
	 	 	Its:  	 	 
	 	 	 	 
	 




     Please indicate your acceptance of the terms and conditions of this Award Agreement by signing in
the
space provided below and returning a signed copy of this Award Agreement to the Company. IF A FULLY
EXECUTED COPY OF THIS AWARD AGREEMENT HAS NOT BEEN RECEIVED BY THE COMPANY BY
                    , THE AWARD UNDER THIS AWARD AGREEMENT SHALL BE CANCELLED.



BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED A COPY OF
THE PLAN AND ARE FAMILIAR WITH THE TERMS AND PROVISIONS THEREOF, INCLUDING THE
TERMS AND PROVISIONS OF THIS AWARD AGREEMENT. YOU HAVE REVIEWED THE PLAN AND
THIS AWARD AGREEMENT IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE
ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT AND FULLY UNDERSTAND
ALL PROVISIONS OF THIS AWARD AGREEMENT. FINALLY, YOU HEREBY AGREE TO ACCEPT AS
BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE
ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD
AGREEMENT.




The undersigned hereby accepts, and agrees to, all terms and provisions of this Award Agreement,
and the Plan as
they pertain hereto.




	 	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	 	 
	 	 	 
	 




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