\n| \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Compensation Committee (the “Committee”) of the Board of Directors of CNA
\nFinancial Corporation (“Company”), which administers the CNA Financial
\nCorporation Incentive Compensation Plan, as may be amended from time to time
\n(collectively, the “Plan”), has determined that you are eligible for a grant of
\n{No. of SARs} stock appreciation rights (the “Stock SARs”) paid in CNA Financial
\nCorporation common stock at {Price} per share (the “Exercise Price”). Each of
\nthe Stock SARs entitles the eligible person to receive, at the time of exercise,
\nan amount equal to the difference between the fair market value of a single
\nshare of the Company153s common stock on the date of exercise and the Exercise
\nPrice, which may not be less than the fair market value of a single share of the
\nCompany153s common stock on the date the right was granted, paid in shares of the
\nCompany153s common stock. This Stock SARs award was granted by the Committee under
\nthe Plan on March 3, 2010.<\/p>\n As described more fully in the attached Award Terms, the Stock SARs will
\nbecome exercisable in four equal annual installments on March 3rd of 2011, 2012,
\n2013 and 2014 so long as you are employed by Continental Casualty Company
\n(“CCC”) or an affiliate of CCC on each such date. For example, one quarter of
\nthe Stock SARs granted will be exercisable on March 3, 2011 if you are an
\nemployee on that date. In most instances, after the Stock SARs become vested,
\nyou may exercise them any time prior to the expiration date shown above provided
\nthat you are employed by CCC or an affiliate of CCC at the time of exercise.
\nAfter exercising the Stock SARs, you can decide whether to hold or sell the
\nshares of Company common stock you have obtained. Please note that the exercise
\nof the Stock SARs and any decision to sell the shares of Company common stock
\nare subject to CNA153s Securities Compliance Policy, certain trading window
\nrestrictions and applicable insider trading restrictions, each as in effect from
\ntime to time.<\/p>\n Under the present tax laws, as a result of exercising the Stock SARs you will
\npotentially recognize taxable income at the time of exercise. When and if you
\nsell the shares of Company common stock acquired through the Stock SARs
\nexercise, any additional gain may be subject to further tax at capital gain
\nrates. The Company recommends that you consult with your own tax advisor to
\ndetermine the applicability of the tax rules to you in your individual
\ncircumstances.<\/p>\n This Award Letter provides a summary of your Stock SARs, and the Award is
\nsubject to the Award Terms enclosed with this Award Letter. (In the attached
\nAward Terms, you are referred to as the “Participant.”) This Award Letter shall
\nbe subject to the Award Terms, and the Award Terms shall be subject to the
\nprovisions of the Plan. If discrepancies arise between this Award Letter and the
\nAward Terms, the Award Terms will govern, and if discrepancies arise between the
\nAward Terms and the Plan, the terms of the Plan will govern.<\/p>\n Sincerely,<\/p>\n<\/p>\n<\/p>\n <\/p>\n Stock Appreciation Rights Paid in Company Common Stock<\/u>\n<\/p>\n Award Terms for Grant Under the CNA Financial Corporation
\nIncentive Compensation Plan<\/u><\/p>\n On March 3, 2010 (the “Grant Date”), CNA Financial Corporation (the
\n“Company”) granted to the Participant (as defined in Paragraph 1) certain stock
\nappreciation rights (individually, a “Stock SAR” and collectively, the “Stock
\nSARs”) paid in Company common stock. Each Stock SAR entitles the Participant to
\nreceive, at the time of exercise, an amount equal to the difference between the
\nfair market value of a single share of the Company153s common stock on the date of
\nexercise and the Exercise Price (as defined in Paragraph 1), which may not be
\nless than the fair market value of a single share of the Company153s common stock
\non the date the right was granted, paid in shares of Company common stock. All
\nStock SARs grants shall be subject to the following terms and conditions (the
\n“Award Terms”):<\/p>\n 1. Stock SARs Award<\/u>. For purposes of these Award Terms, the
\n“Participant” shall be the eligible person identified in the award letter
\nincluded with these Award Terms (the “Award Letter”) and reflecting the date of
\ngrant of the Stock SARs that is the same as the Grant Date specified in these
\nAward Terms. For purposes of these Award Terms, the “Exercise Price” is the
\nprice per share for such Stock SARs as specified in the Award Letter. The Stock
\nSARs have been granted under the CNA Financial Corporation Incentive
\nCompensation Plan, as may be amended from time to time (collectively, the
\n“Plan”), which is incorporated into and forms a part of these Award Terms.
\nCertain words, terms and phrases used in these Award Terms are defined in the
\nPlan (rather than in these Award Terms or Award Letter), and except where the
\ncontext clearly implies or indicates the contrary, and except as otherwise
\nprovided in these Award Terms, a word, term, or phrase used or defined in the
\nPlan is similarly used or defined in these Award Terms and the Award Letter.
\nOther words, terms or phrases used in these Award Terms or the Award Letter are
\ndefined in Paragraph 10 of these Award Terms or elsewhere in these Award Terms
\nor the Award Letter.<\/p>\n 2. Date of Exercise<\/u>. Subject to the limitations of the Plan and these
\nAward Terms, each Stock SARs installment shall be exercisable on and after the
\nDate of Exercisability for such Installment as described in the following
\nschedule (but only if the Date of Termination has not occurred before the Date
\nof Exercisability):<\/p>\n\n\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n INSTALLMENT<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n DATE OF EXERCISABILITY APPLICABLE
\nTO INSTALLMENT<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n First quarter of Stock SARs<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n First anniversary of March 3, 2010<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Second quarter of Stock SARs<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n Second anniversary of March 3, 2010<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Third quarter of Stock SARs<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n Third anniversary of March 3, 2010<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Fourth quarter of Stock SARs<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n Fourth anniversary of March 3, 2010<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The Stock SARs may be exercised as provided for herein only as to that
\nportion of the Stock SARs that were exercisable (or became exercisable)
\nimmediately prior to the Date of Termination, if any.<\/p>\n<\/p>\n<\/p>\n <\/p>\n 3. Expiration<\/u>. The Stock SARs shall not be exercisable after the
\nCompany153s close of business on the last business day that occurs prior to the
\nExpiration Date. The “Expiration Date” shall be earliest to occur of:<\/p>\n\n\n\n| \n (a)<\/p>\n<\/td>\n | \n<\/td>\n | \n Ten Years<\/u>. The ten-year anniversary of the Grant Date.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n (b)<\/p>\n<\/td>\n | \n<\/td>\n | \n Death or Disability<\/u>. The one-year anniversary of such Date of
\nTermination, if the Participant153s termination of employment by Continental
\nCasualty Company or an Affiliate occurs by reason of the Participant153s death or
\nthe Participant153s Permanent Disability.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n (c)<\/p>\n<\/td>\n | \n<\/td>\n | \n Retirement<\/u>. The three-year anniversary of such Date of Termination, if
\nthe Participant153s termination of employment by Continental Casualty Company or
\nan Affiliate occurs by reason of the Participant153s Retirement (and not by reason
\nof death, Permanent Disability, or for Cause).<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n (d)<\/p>\n<\/td>\n | \n<\/td>\n | \n Cause<\/u>. The Date of Termination, if the Participant153s termination
\noccurs for Cause.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n (e)<\/p>\n<\/td>\n | \n<\/td>\n | \n Voluntary Resignation<\/u>. The Date of Termination, if the Participant153s
\ntermination of employment by Continental Casualty Company or an Affiliate occurs
\nby reason of the Participant153s voluntary resignation (and the termination is for
\nreasons other than as described in Paragraphs 3(b), (c), (d) or (f)); provided,
\nhowever, that the Compensation Committee of the Company153s Board of Directors
\n(the “Committee”), in its sole discretion, may provide for extension of the date
\nspecified in this Paragraph 3(e), except that such extended date may not be
\nlater than the earlier to occur of the 90 day anniversary of the Date of
\nTermination or the date specified in Paragraph 3(a).<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n (f)<\/p>\n<\/td>\n | \n<\/td>\n | \n Termination without Cause<\/u>. The Date of Termination, if the
\nParticipant153s termination of employment by Continental Casualty Company or an
\nAffiliate occurs by reason of termination of employment by the Participant153s
\nemployer for reasons other than as described in Paragraphs 3(b), (c), or (d));
\nprovided, however, that the Committee, in its sole discretion, may provide for
\nextension of the date specified in this Paragraph 3(f), except that such
\nextended date may not be later than the earlier to occur of the one-year
\nanniversary of the Date of Termination or the date specified in Paragraph 3(a);
\nand further provided that, notwithstanding the provisions of Paragraph 3, the
\nCommittee may, in its sole discretion, permit additional exercisability of the
\nStock SARs to be earned, if any, during such extension period.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 4. Method of Exercise<\/u>. The Stock SARs may be exercised in whole or in
\npart by sending a written notice to the Secretary of the Company at its
\ncorporate headquarters before the Company153s close of business on the last
\nbusiness day that occurs prior to the Expiration Date, or, if offered by the
\nCompany at the Company153s discretion, by electing to exercise the Stock SARs
\nthrough a Company-arranged broker-dealer. Each exercise of the Stock SARs shall
\nbe subject to the Award Letter, these Award Terms and the Plan, and also to the
\nfollowing provisions:<\/p>\n\n\n\n| \n (a)<\/p>\n<\/td>\n | \n<\/td>\n | \n Any notice of exercise shall specify the number of the Stock SARs which the
\nParticipant elects to exercise and the date(s) on which they were awarded and
\nvested.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n (b)<\/p>\n<\/td>\n | \n<\/td>\n | \n Any gains realized upon the exercise of the Stock SARs will be paid in shares
\nof Company common stock. Except as otherwise provided by the Committee, before
\nthe Stock SARs are exercised, the Participant will be required to remit to the
\nCompany a sufficient portion of the sale proceeds to pay in either cash or
\nshares acquired through the exercise any tax withholding requirements resulting
\nfrom such exercise.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n (c)<\/p>\n<\/td>\n | \n<\/td>\n | \n No Stock SARs shall be exercisable if and to the extent the Company
\ndetermines in its sole discretion that such exercise would be in violation of
\napplicable state or federal securities laws or the rules or regulations of any
\nsecurities exchange on which the shares of stock are traded. If the Company
\nmakes such a determination, it shall use reasonable efforts to obtain compliance
\nwith such laws, rules or regulations. In making any determination hereunder, the
\nCompany may rely on the opinion of counsel for the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 5. Administration<\/u>. The authority to manage and control the operation
\nand administration of these Award Terms shall be vested in the Committee, and
\nthe Committee shall have all such powers with respect to these Award Terms as it
\nhas with respect to the Plan. Any interpretation of these Award Terms by the
\nCommittee and any decision made by it with respect to these Award Terms is final
\nand binding on the Company and the Participant. These Award Terms may be
\nsubsequently modified at the discretion of the Company based on subsequent
\nregulatory, tax, or legal developments, as interpreted by the Company.<\/u><\/p>\n 6. Fractional Shares<\/u>. Any gains realized upon exercise of Stock SARs
\nwill be paid in shares of Company common stock, in whole or fractional shares,
\nas determined by the Company to be appropriate and as approved by the Committee.\n<\/p>\n 7. No Rights as Shareholder<\/u>. The Participant shall not have any rights
\nof a shareholder with respect to the Stock SARs issued unless and until a
\ncertificate for such shares has been duly issued by the Company following
\nexercise of the Stock SARs as provided in these Award Terms.<\/p>\n 8. Governing Documents<\/u>. The Award Letter shall be subject to these
\nAward Terms, and these Award Terms shall be subject to the provisions of the
\nPlan, a copy of which may be obtained by the Participant from the office of the
\nSecretary of the Company. If discrepancies arise between the Award Letter and
\nthese Award Terms, on the one hand, and the Plan, on the other hand, the terms
\nof the Plan will govern. These Award Terms are subject to all interpretations,
\namendments, rules, and regulations promulgated by the Committee from time to
\ntime pursuant to the Plan.<\/p>\n 9. Amendment<\/u>. These Award Terms may be amended by written agreement of
\nthe Participant and the Company, without the consent of any other person, except
\nthat any such amendment shall be subject to the approval of the Committee.<\/p>\n 10. Definitions<\/u>. For purposes of these Award Terms, the following
\ndefinitions shall apply:<\/p>\n\n\n\n| \n (a)<\/p>\n<\/td>\n | \n<\/td>\n | \n Affiliate<\/u>. The term “Affiliate” means any business or entity in which
\nat any relevant time the Company holds directly or indirectly a greater than a
\n10% equity (voting or non-voting) interest.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n (b)<\/p>\n<\/td>\n | \n<\/td>\n | \n Cause<\/u>. The Participant will have engaged in conduct that constitutes
\n“Cause” if, as determined by the Committee, the Participant engages in: (i) any
\nact or omission involving theft, malfeasance, gross negligence, fraud,
\ndishonesty, moral turpitude, unlawful conduct, unethical conduct or breach of
\nfiduciary duty; (ii) willful or reckless material misconduct in the performance
\nof the Participant153s duties, any act that violates, in any material respect, any
\nwritten policy or procedure of the Company or any Affiliate or any conduct that
\nresults in adverse publicity or harm to the business or reputation of the
\nCompany or any Affiliate; or (iii) habitual neglect of duties; provided,
\nhowever, <\/em>that for purposes of clauses (ii) and (iii), Cause shall not
\ninclude any one or more of the following: bad judgment, negligence or any act or
\nomission believed by the Participant in good faith to have been in, or not
\nopposed to, the best interests of the Company (without intent of the Participant
\nto gain, directly or indirectly, a profit to which the Participant was not
\nlegally entitled). A Participant who agrees to resign from his or her
\naffiliation with the Company or any Affiliate in lieu of being terminated for
\nCause may be<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n| \n<\/td>\n | \n<\/td>\n | \n deemed to have been terminated for Cause for purposes of this Paragraph
\n10(b). If the Participant has entered into an employment contract with the
\nCompany or any Affiliate and “Cause” is defined in such contract, then “Cause”
\nfor purposes of these Award Terms shall be as defined in such contract in lieu
\nof the definition in the immediately prior sentence.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n (c)<\/p>\n<\/td>\n | \n<\/td>\n | \n Date of Exercisability<\/u>. The Participant153s “Date of Exercisability” is
\nthe date on which the specified amount of Stock SARs are first able to be
\nexercised as provided for in Paragraph 2 of these Award Terms.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n (d)<\/p>\n<\/td>\n | \n<\/td>\n | \n Date of Termination<\/u>. The Participant153s “Date of Termination” shall be
\nthe first day occurring on or after the Grant Date on which the Participant is
\nnot employed by Continental Casualty Company or an Affiliate, regardless of the
\nreason for the termination of employment; provided that a termination of
\nemployment shall not be deemed to occur by reason of a transfer of the
\nParticipant153s employment between Continental Casualty Company and an Affiliate
\nor between two Affiliates; and further provided that the Participant153s
\nemployment shall not be considered terminated while the Participant is on a
\nleave of absence from Continental Casualty Company or an Affiliate if such leave
\nhas been approved by the Participant153s employer. If, as a result of a sale or
\nother transaction, the Participant153s employer ceases to be an Affiliate (and the
\nParticipant153s employer is or becomes an entity that is not an Affiliate), the
\noccurrence of such transaction shall be treated as the Participant153s Date of
\nTermination caused by the Participant being discharged by the employer.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n (e)<\/p>\n<\/td>\n | \n<\/td>\n | \n Permanent Disability<\/u>. The term “Permanent Disability” means a physical
\nor mental condition of the Participant which, as determined by the Committee, in
\nits sole discretion based on all available medical information, would qualify
\nthe Participant for benefits under the Company153s long-term disability plan as in
\neffect when the determination is made (ignoring the requirements of any waiting
\nperiod) if the Participant were a participant in such plan (whether or not the
\nParticipant actually participates therein). Notwithstanding the foregoing, if
\nthe Company has no long-term disability plan, “Permanent Disability” means a
\nphysical or mental condition of the Participant which, as determined by the
\nCommittee in its sole discretion based on all available medical information, is
\nexpected to continue indefinitely and which renders the Participant incapable of
\nperforming any substantial portion of the service required by his or her
\nemployer.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n (f)<\/p>\n<\/td>\n | \n<\/td>\n | \n Retirement<\/u>. Termination because of “Retirement” shall mean the
\nParticipant153s Date of Termination due to the Participant153s cessation in
\nproviding services to the Company or any Affiliate (for any reason other than
\ndeath, Permanent Disability or Cause) at or after attainment of age 62 or, if
\nearlier, the Participant153s Date of Termination which is designated by the
\nCommittee as a “Retirement” for purposes of these Award Terms.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7130],"corporate_contracts_industries":[9446],"corporate_contracts_types":[9539,9545],"class_list":["post-39996","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cna-financial-corp","corporate_contracts_industries-insurance__property","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39996","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39996"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39996"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39996"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39996"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | | | | | | | | | | | | | |