·      Base salary of $600,000 as of January 1, 2017.

·      Minimum 2017 cash incentive payment of $500,000 provided Executive remains an employee through the day 2017 Annual Cash Incentive Program (“ACIP”) payments are generally made in 2018. Any future cash incentive awards will be based on the ACIP design then in effect and the Executive’s individual performance and the Company’s strategic and financial performance for the award period.

·      2017 Long-Term Incentive Program (“LTIP”) grant, to be made at the same time LTIP grants are generally made to employees, having a monetized value on date of grant of $800,000, subject to Executive’s continued employment with the Company. The LTIP grant will consist of restricted stock units (“RSUs”) under the Selective Insurance Group, Inc. 2014 Omnibus Stock Plan and/or cash incentive units (“CIUs”) under the Selective Insurance Group, Inc. Cash Incentive Plan, as Amended and Restated as of May 1, 2014. Provided the Executive remains employed with the Company, these RSUs and CIUs will cliff-vest three (3) years from the date of the grant. The ultimate payment value of such RSUs and CIUs will be subject to the attainments of designated corporate performance criteria. Any future LTIP awards will be based on the plans or programs then in effect and the Executive’s performance.

Severance and

Benefits on Termination without Change in Control

·       For Cause or Resignation by Executive other than for Good Reason: Salary and benefits accrued through termination date.

·       Death or Disability: 1.5 times: (i) Executive’s salary; plus (ii) average of three most recent annual cash incentive payments; provided that any such severance payments be reduced by life or disability insurance payments under policies with respect to which SICA paid premiums, paid in 12 equal installments.

·       Without Cause by SICA, Relocation of Office over 50 Miles (without Executive’s consent), Resignation for Good Reason by Executive:

o      1.5 times: (i) Executive’s salary; plus (ii) average of three most recent annual cash incentive payments, paid in 12 equal installments.

o      Partial reimbursement of Consolidated Omnibus Budget Reconciliation Act (“COBRA”) continuation costs of medical, dental, and vision insurance coverages then in effect for Executive and dependents until the earlier of 18 months following termination or commencement of equivalent benefits from a new employer.

·       Stock Awards: Except for termination for Cause or resignation by the Executive other than Good Reason, immediate vesting and possible extended exercise period, as applicable, for any previously granted stock options, stock appreciation rights, cash incentive units, restricted stock, restricted stock units, and stock bonuses.

For termination without Cause or resignation for Good Reason by Executive within two years following a Change in Control, Executive is entitled to:

·       Severance payment equal to 1.5 times: (i) Executive’s salary; plus (ii) average of three most recent annual cash incentive payments.

·       Partial reimbursement of COBRA continuation costs of medical, dental, and vision insurance coverages then in effect for Executive and dependents until the earlier of period of 18 months following termination or commencement of equivalent benefits from a new employer.

·       Stock awards, same as above, except that the initial number of cash incentive units is increased by 150%.

·       Receipt of severance payments and benefits conditioned upon:

o      Entry into release of claims; and

o      No disclosure of confidential or proprietary information or solicitation of employees to leave the Company or its subsidiaries for a period of two years following the termination of the Employment Agreement.