EXHIBIT 10.1
RLI Corp.
Omnibus Stock Plan
1.
PURPOSE
THE PURPOSE OF THE RLI CORP. OMNIBUS STOCK PLAN (THE
"PLAN") IS TO PROMOTE THE INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS BY
PROVIDING KEY PERSONNEL OF THE COMPANY AND ITS AFFILIATES WITH AN OPPORTUNITY TO
ACQUIRE A PROPRIETARY INTEREST IN THE COMPANY AND REWARD THEM FOR ACHIEVING A
HIGH LEVEL OF CORPORATE PERFORMANCE AND THEREBY DEVELOP A STRONGER INCENTIVE TO
PUT FORTH MAXIMUM EFFORT FOR THE CONTINUED SUCCESS AND GROWTH OF THE COMPANY AND
ITS AFFILIATES.
IN ADDITION, THE OPPORTUNITY TO ACQUIRE A PROPRIETARY INTEREST
IN THE COMPANY WILL AID IN ATTRACTING AND RETAINING KEY PERSONNEL OF OUTSTANDING
ABILITY.
THE PLAN IS ALSO INTENDED TO PROVIDE OUTSIDE DIRECTORS WITH AN
OPPORTUNITY TO ACQUIRE A PROPRIETARY INTEREST IN THE COMPANY, TO COMPENSATE
OUTSIDE DIRECTORS FOR THEIR CONTRIBUTION TO THE COMPANY AND TO AID IN ATTRACTING
AND RETAINING OUTSIDE DIRECTORS.
2.
DEFINITIONS
2.1
THE CAPITALIZED TERMS USED ELSEWHERE IN THE PLAN HAVE THE MEANINGS
SET FORTH BELOW.
(A)
"AFFILIATE" MEANS ANY CORPORATION THAT IS A "PARENT CORPORATION"
OR "SUBSIDIARY CORPORATION" OF THE COMPANY, AS THOSE TERMS ARE DEFINED IN CODE
SECTIONS 424(E) AND (F), OR ANY SUCCESSOR PROVISIONS, AND, FOR PURPOSES OTHER
THAN THE GRANT OF INCENTIVE STOCK OPTIONS, ANY JOINT VENTURE IN WHICH THE
COMPANY OR ANY SUCH "PARENT CORPORATION" OR "SUBSIDIARY CORPORATION" OWNS AN
EQUITY INTEREST.
(B)
"AGREEMENT" MEANS A WRITTEN CONTRACT (I) CONSISTENT WITH THE TERMS
OF THE PLAN ENTERED INTO BETWEEN THE COMPANY OR AN AFFILIATE AND A PARTICIPANT
AND (II) CONTAINING THE TERMS AND CONDITIONS OF AN AWARD IN SUCH FORM AND NOT
INCONSISTENT WITH THE PLAN AS THE COMMITTEE SHALL APPROVE FROM TIME TO TIME,
TOGETHER WITH ALL AMENDMENTS THERETO, WHICH AMENDMENTS MAY BE UNILATERALLY MADE
BY THE COMPANY (WITH THE APPROVAL OF THE COMMITTEE) UNLESS SUCH AMENDMENTS ARE
DEEMED BY THE COMMITTEE TO BE MATERIALLY ADVERSE TO THE PARTICIPANT AND NOT
REQUIRED AS A MATTER OF LAW.
(C)
"AWARD" OR "AWARDS" MEANS A GRANT MADE UNDER THE PLAN IN THE FORM
OF RESTRICTED STOCK, OPTIONS, STOCK APPRECIATION RIGHTS, PERFORMANCE UNITS,
STOCK OR ANY OTHER STOCK-BASED AWARD.
(D)
"BOARD" MEANS THE BOARD OF DIRECTORS OF THE COMPANY.
(E)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND IN
EFFECT FROM TIME TO TIME OR ANY SUCCESSOR STATUTE.
(F)
"COMMITTEE" MEANS THE EXECUTIVE RESOURCES COMMITTEE OF THE BOARD,
OR ANY OTHER COMMITTEE OF THE BOARD CONSISTING OF TWO OR MORE NON-EMPLOYEE
DIRECTORS DESIGNATED BY THE BOARD TO ADMINISTER THE PLAN UNDER PLAN SECTION 3.1
AND CONSTITUTED SO AS TO PERMIT
grants thereby to comply with Exchange Act Rule 16b-3 and Code Section 162(m).
(G)
"COMPANY" MEANS RLI CORP., AN ILLINOIS CORPORATION, OR ANY
SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF ITS BUSINESSES BY MERGER,
CONSOLIDATION, PURCHASE OF ASSETS OR OTHERWISE.
(H)
"EFFECTIVE DATE" MEANS THE DATE SPECIFIED IN PLAN SECTION 12.1.
(I)
"EMPLOYEE" MEANS AN EMPLOYEE (INCLUDING AN OFFICER OR DIRECTOR
WHO IS ALSO AN EMPLOYEE) OF THE COMPANY OR AN AFFILIATE.
(J)
"EXCHANGE