Global Indemnity – Proposal Ten: Approval of the Global Indemnity Plc Share Incentive Plan (June 12th, 2014)
On February 9, 2014, our Board adopted, subject to shareholder approval, the Global Indemnity plc Share Incentive Plan (the Share Incentive Plan). If the Share Incentive Plan is approved by our shareholders, all officer, employee, consultant and non-employee director equity grants after the Annual General Meeting will be from the Share Incentive Plan. The Global Indemnity plc 2003 Share Incentive Plan expired pursuant to its terms on September 5, 2013 (the 2003 Share Incentive Plan).
Global Indemnity – Cause Means (1) the Engaging by Mr. Lebens in Any Malfeasance, Incompetence, Gross Misconduct, Gross Negligence, or Fraud, (2) Mr. Lebens Is Officially Charged With or Indicted for a Felony Criminal Offense Involving Moral Turpitude, (3) Mr. Lebens Failing to Follow the Lawful Written Instructions of the Board of Directors, Including a Committee Thereof and the Chairman of the Board, and (4) Violating Any of Global Indemnitys Material Policies, Including Global Indemnitys Corporate Governance and Ethics Guidelines, Conflicts of Interest Policies and Code of Conduct and Similar Policies Applica (May 9th, 2014)