AGREEMENT.
(S)
OFFICER.
AN EMPLOYEE WHO IS CONSIDERED AN OFFICER OF PARENT UNDER RULE
16A-1(F) (OR ANY SUCCESSOR RULE) PROMULGATED UNDER THE EXCHANGE ACT.
(T)
PARENT.
WHITE MOUNTAINS INSURANCE GROUP, LTD. OR ANY SUCCESSOR THERETO.
(U)
PARENT SHARES.
COMMON SHARES, PAR VALUE OF $1.00, OF PARENT.
(V)
PARTICIPANT.
AN EMPLOYEE WHO IS SELECTED BY THE COMMITTEE PURSUANT TO
SECTION 4 TO PARTICIPATE IN THE PLAN.
(W)
PERFORMANCE GOAL(S).
THE APPLICABLE PERFORMANCE MEASURE(S) SELECTED BY THE
COMMITTEE TO DETERMINE THE APPLICABLE PERFORMANCE PERCENTAGE.
(X)
PERFORMANCE PERCENTAGE.
THE PERCENTAGE OF TARGET UNITS EARNED BY A
PARTICIPANT, WHICH SHALL BE FROM 0% TO 200%, BASED UPON THE LEVEL OF FULFILLMENT
OF THE PERFORMANCE GOALS(S) ESTABLISHED WITH RESPECT TO AN AWARD FOR AN AWARD
PERIOD.
THE METHOD OF DETERMINING THE APPLICABLE PERFORMANCE PERCENTAGE SHALL
BE DETERMINED BY THE COMMITTEE AND SHALL BE SPECIFIED IN THE APPLICABLE AWARD
AGREEMENT.
(Y)
PERFORMANCE PERIOD.
THE CALENDAR YEAR OR ANY OTHER PERIOD THAT THE
COMMITTEE, IN ITS SOLE DISCRETION, MAY DETERMINE, PROVIDED THAT EACH PERFORMANCE
PERIOD MUST COMMENCE ON OR AFTER THE FIRST DAY OF THE AWARD PERIOD AND SHALL END
NO LATER THAN THE LAST DAY OF THE AWARD PERIOD.
(Z)
PERFORMANCE UNITS.
NOTIONAL UNITS WHICH REPRESENT THE RIGHT TO RECEIVE
CASH IF SPECIFIED PERFORMANCE GOALS ESTABLISHED BY THE COMMITTEE ARE SATISFIED
WITH RESPECT TO AN AWARD.
(AA)
PLAN.
THIS ONEBEACON PERFORMANCE UNIT PLAN, AS AMENDED FROM TIME TO TIME.
(BB)
QUALIFYING EVENT.
WITH RESPECT TO A PARTICIPANT, THE OCCURRENCE OF EITHER
(I) A TERMINATION WITHOUT CAUSE; (II) A CONSTRUCTIVE TERMINATION; OR (III) AN
ADVERSE CHANGE IN THE PLAN.
(CC)
SUBSIDIARY.
A SUBSIDIARY OF THE COMPANY, AS DEFINED IN SECTION 242(F) OF
THE CODE (OR ANY SUCCESSOR SECTION THERETO), OR AS DETERMINED BY THE COMMITTEE,
THAT IN EITHER CASE ADOPTS THE PLAN IN ACCORDANCE WITH SECTION 12.
(DD)
TARGET UNITS.
THE NUMBER OF PERFORMANCE UNITS INITIALLY AWARDED TO A
PARTICIPANT ON THE DATE OF GRANT WITH RESPECT TO AN AWARD PERIOD.
(EE)
TERMINATION WITHOUT CAUSE.
A TERMINATION OF THE PARTICIPANT'S EMPLOYMENT
WITH THE COMPANY OR A SUBSIDIARY BY THE COMPANY OR THE SUBSIDIARY OTHER THAN (I)
DUE TO THE PARTICIPANT'S DEATH OR TOTAL PERMANENT DISABILITY OR (II) FOR
CAUSE.
A TRANSFER OF A PARTICIPANT'S EMPLOYMENT TO AN AFFILIATE OF THE COMPANY
SHALL NOT, BY ITSELF, BE CONSIDERED
3
A TERMINATION WITHOUT CAUSE HEREUNDER.
FOR THIS PURPOSE, "CAUSE" SHALL MEAN (A)
AN ACT OR OMISSION BY THE PARTICIPANT THAT CONSTITUTES A FELONY OR ANY CRIME
INVOLVING MORAL TURPITUDE; OR (B) WILFUL GROSS NEGLIGENCE OR WILFUL GROSS
MISCONDUCT BY THE PARTICIPANT IN CONNECTION WITH HIS EMPLOYMENT BY THE COMPANY
OR BY A SUBSIDIARY WHICH CAUSES, OR IS LIKELY TO CAUSE, MATERIAL LOSS OR DAMAGE
TO THE COMPANY.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, A TERMINATION
OF A PARTICIPANT'S EMPLOYMENT WITH THE COMPANY OR ONE OF ITS SUBSIDIARIES DUE
SOLELY TO THE CONSUMMATION OF A CORPORATE TRANSACTION DESCRIBED IN CLAUSE (III)
OF THE DEFINITION OF CHANGE IN CONTROL SHALL NOT BE DEEMED TO BE A "TERMINATION
WITHOUT CAUSE" IF