cfoofferletter-exhibit10






4890-9045-7110, v. 2       March 18, 2022  Eric J. Martin  Re: Executive Employment Offer Letter    Dear Mr. Martin,    I am pleased to offer you (“Executive”) the position of Chief Financial Officer of United Fire Group, Inc. (the  “Company”).    The proposed terms of your employment are as follows:    1. Duties: Executive will be employed by the Company as its Chief Financial Officer. The employment of  Executive will commence April 18, 2022. Executive’s employment shall be for an indefinite term, but the  employment of Executive will be “at will.” You will report directly to Randy Ramlo, CEO. Executive  agrees to devote his full business time, attention, and best efforts to the performance of Executive’s  duties and to the furtherance of the Company's interests. Notwithstanding the foregoing, nothing in  this Offer Letter shall preclude Executive from devoting reasonable periods of time to charitable and  community activities, managing personal investment assets, and (subject to applicable “overboarding”  policies adopted by the Board of Directors of the Company) serving on boards of other companies  (public or private) not in competition with the Company, provided that none of these activities  interferes with the performance of Executive’s duties hereunder, or creates a conflict of interest.    2. Location: Executive’s principal place of employment shall be at Company’s headquarters in Cedar Rapids,  Iowa, subject to business travel as needed to properly fulfill Executive’s employment duties and  responsibilities.    3. Base Earnings: In consideration of Executive’s services, Executive will be paid an initial base salary of  $475,000.00 per year, subject to review annually, payable semi-monthly in accordance with the standard  payroll practices of the Company, and subject to all withholdings and deductions, as required by law.    4. Retention Bonus: Executive will be eligible for the following retention bonus:    • If Executive remains as Chief Financial Officer through April 1, 2023, the Company shall pay Executive  a retention bonus in the gross amount of $10,000 on June 30, 2023.  • If Executive remains as Chief Financial Officer through April 1, 2024, the Company shall pay Executive  a retention bonus in the gross amount of $20,000 on June 30, 2024.  • If Executive remains as Chief Financial Officer through April 1, 2025 the Company shall pay Executive  a retention bonus in the gross amount of $30,000 on June 30, 2025.    5. Annual Bonus: During Executive’s employment, Executive will be eligible to participate in the Company's  annual bonus plan on the same terms and conditions as other similarly situated executives, which are  subject to the Board’s review and approval. For 2022, the CEO will recommend a $250,000 cash bonus.  The CEO will also recommend to the Board that Executive's annual target bonus opportunity for  Exhibit 10.1  4890-9045-7110, v. 2   subsequent years be set as $285,000 (60% of base salary), with a maximum payout opportunity of  $427,500 (150% of target). Actual payments will be determined based on Company results against the  applicable performance goals established by the Board. Any annual bonus with respect to a particular  calendar year will be paid within 2 1/2 months following the end of the year. Executive must remain  continuously employed through the bonus payment date to be eligible to receive an annual bonus  payment for a particular calendar year.    6. Equity Grants: For each full calendar year of employment, Executive will be eligible to receive an annual  equity award determined by the Board, at its discretion under the United Fire Group, Inc. Stock Plan,  which shall vest as follows: (a) PSUs and RSUs—three-year cliff vest; and (b) non-qualified stock  options—three-year graduated/pro rata vest. PSUs are performance stock units subject to performance  goals. Actual payments of PSUs will be determined based on Company results against the applicable  performance goals established by the Board. In May 2022, the CEO will recommend your eligibility to the  Board to participate in the Long Term Incentive Plan (LTIP), with a total award opportunity of 75% of your  base salary (up to $356,250), comprising of: (i) $89,062.50 stock options (25%); (ii) $89,062.50 RSUs  (25%); and (iii) $178,125 PSUs valued at target with a maximum payout opportunity of $267,187.50  (150% of target). The Board has discretion on the terms and conditions of equity grants. Executive must  remain continuously employed through the vesting date for all equity awards.    7. Initial RSU Grant: The CEO will recommend that the United Fire Group, Inc. Board of Directors grant you  6,000 RSUs that will vest on your first anniversary with the Company, and 4,000 RSUs that will vest on  your second anniversary with the Company. The intention of this grant is to provide you with stock  awards equivalent in value to $248,200 based on a $24.82 stock price at market close on January 24,  2022. You must remain continuously employed through the anniversary vesting date to receive shares.  This equity compensation is subject to the terms and conditions of the Stock Award Agreement and the  discretion of the United Fire Group, Inc. Board of Directors.    8. Stock Options: At the discretion of our Board of Directors, Executive may be awarded additional United  Fire & Casualty company stock options. Any stock options awarded vest at 20% per year for five years  and are valid for ten years from the date of issue. They are valued at the trading price on the date of  awarding. In addition, restricted stock units may be awarded annually, based on the performance of the  Company.    9. Paid Time Off (PTO): Executive will initially accrue paid time off at 10.34 hours semi-monthly in  accordance with Company’s practices as determined by the Company in its discretion. This is equivalent  to 31 days of PTO after a full year of service. This PTO accrual is at the maximum rate of accrual at the  Company.    10. Benefits & Perquisites: Executive will be eligible to participate in the employee benefit plans and  programs generally available to the Company's executives, including group medical, dental, vision and  life insurance, disability benefits, 401(k), cash balance pension, and non-qualified deferred compensation  plan, subject to the terms and conditions of such plans and programs. Executive will be entitled to paid  vacation in accordance with the Company's policies in effect from time to time. Executive will also be  entitled to the fringe benefits and perquisites that are made available to other similarly situated  executives of the Company, including but not limited to a membership to a Cedar Rapids-area  country club. The Company reserves the right to amend, modify or terminate any of its benefit plans or  programs at any time and for any reason.    11. Withholding: All forms of compensation paid to Executive as an employee of the Company shall be less  all applicable withholdings.    12. Stock Ownership Requirements: As Chief Financial Officer of the Company, Executive will be required to  comply with the Company's Stock Ownership Requirements applicable to executive officers, which  require the executive to own 4,000 shares of stock within five years, subject to increase or decrease by  4890-9045-7110, v. 2   the Board.    13. At-Will Employment: Executive’s employment with the Company will be for no specific period. Rather,  Executive’s employment will be at-will, meaning that Executive or the Company may terminate the  employment relationship at any time, with or without cause, and with or without notice and for any  reason or no particular reason. Although Executive’s compensation and benefits may change from time  to time, the at-will nature of Executive’s employment may only be changed by an express written  agreement signed by an authorized officer of the Company.    14. Change in Control Severance Agreement and Severance Benefit Agreement: The Company will enter  into a Change in Control Severance Agreement (the “CIC Agreement”) with Executive on the same terms  on which it has entered into such agreements with certain other senior executives. The Company will  also enter into a separate Severance Benefit Agreement providing for agreed upon severance payments  to Executive if the employment of Executive is terminated without “Cause” (as defined in the CIC  Agreement) prior to January 1, 2024.    15. Non-Compete, Non-Solicitation, Non-Disclosure, and Assignment of Work Product: The Executive will  execute the Company’s normal and customary agreement relating to (i) competition with the Company  and solicitation of the Company’s agents, customers and employees during the term of employment and  for a period of one year thereafter, (ii) disclosure of confidential information, and (iii) assignment of work  product.    16. 409A: Notwithstanding anything herein the contrary, in the event that the Company determines that any  amounts payable hereunder may be subject to Section 409A of the Internal Revenue Code of 1986, as  amended, and the regulations and other interpretive guidance issued with respect thereto (“Section  409A”), the Company may take such actions that the Company determines are necessary or appropriate  to: (i) exempt such payments from Section 409A and/or preserve the intended tax treatment of the  benefits provided with respect to such payments or (ii) comply with the requirements of Section 409A  and thereby avoid the application of penalty taxes under Section 409A.    17. Company Policies: During Executive’s employment, Executive shall comply with all of the Company’s  rules, regulations, policies, and practices may be designated by the Company from time to time in its  discretion.    18. Execution and Delivery. This Offer Letter may be executed in two (2) or more counterparts, each of  which shall be deemed an original, but all of which together shall constitute one and the same  instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature  complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission  method and any counterpart so delivered shall be deemed to have been duly and validly delivered and  be valid and effective for all purposes        [The remainder of this page intentionally blank]      Eric Martin (Mar 18, 2022 12:14 CDT)   SIGNATURE PAGE FOR OFFER LETTER      Executed as of the date first set forth above.  UNITED FIRE GROUP, INC.  Randy A Ramlo   By: Randy A Ramlo (Mar 18, 2022 09:35 PDT)  Randy A. Ramlo, CEO    Acknowledged and accepted effective the date first set forth above:      Eric J. Martin                                                                          4890-9045-7110, v. 2  





 






  Created: 2022-03-18  By:  Status:  Transaction ID:  Aaron Schroeder (aschroeder@unitedfiregroup.com)  Signed  CBJCHBCAABAARnpeoKG6pyH2cVSL5pQAJ0aSmKEWzaVk  CFO Offer Letter  Final Audit Report 2022-03-18            "CFO Offer Letter" History  Document created by Aaron Schroeder (aschroeder@unitedfiregroup.com)  2022-03-18 - 11:29:11 AM GMT- IP address: 163.116.133.117    Document emailed to Randy A Ramlo (rramlo@unitedfiregroup.com) for signature  2022-03-18 - 11:30:32 AM GMT    Email viewed by Randy A Ramlo (rramlo@unitedfiregroup.com)  2022-03-18 - 4:32:53 PM GMT- IP address: 174.205.179.84    Document e-signed by Randy A Ramlo (rramlo@unitedfiregroup.com)  Signature Date: 2022-03-18 - 4:35:57 PM GMT - Time Source: server- IP address: 163.116.139.120    Document emailed to Eric Martin (martin.eric@mchsi.com) for signature  2022-03-18 - 4:35:58 PM GMT    Email viewed by Eric Martin (martin.eric@mchsi.com)  2022-03-18 - 5:03:52 PM GMT- IP address: 50.81.5.107    Document e-signed by Eric Martin (martin.eric@mchsi.com)  Signature Date: 2022-03-18 - 5:14:10 PM GMT - Time Source: server- IP address: 50.81.5.107    Agreement completed.  2022-03-18 - 5:14:10 PM GMT