Omnibus Equity Plan [2011] (2011)Full Document 

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KEMPER CORPORATION
2011 Omnibus Equity Plan

                                                 
Amended and Restated as of August 25, 2011







Article 1
 
Establishment, Purpose, and Duration
1
 
1.1

Establishment
1
 
1.2

Purpose of the Plan
1
 
1.3

Duration of the Plan
1
 
 
 
 
Article 2
 
Definitions
1
 
2.1

“Affiliate”
1
 
2.2

“Annual Award Limit” or “Annual Award Limits”
1
 
2.3

“Award”
1
 
2.4

“Award Agreement”
1
 
2.5

“Beneficial Owner” or “Beneficial Ownership”
2
 
2.6

“Board” or “Board of Directors”
2
 
2.7

“Code”
2
 
2.8

“Committee”
2
 
2.9

“Company”
2
 
2.10

“Constructive or Actual Delivery”
2
 
2.11

“Covered Employee”
2
 
2.12

“Director”
2
 
2.13

“Disability or Disabled”
2
 
2.14

“Effective Date”
2
 
2.15

“Eligible Director”
2
 
2.16

“Employee”
2
 
2.17

“Employment”
2
 
2.18

“Exchange Act”
3
 
2.19

“Exercise Price”
3
 
2.20

“Fair Market Value” or “FMV”
3
 
2.21

“Full Value Award”
3
 
2.22

“Insider”
3
 
2.23

“Incentive Stock Option” or “ISO”
3
 
2.24

“Leave of Absence”
3
 
2.25

“Mature Shares”
3
 
2.26

“Nonqualified Stock Option”
3
 
2.27

“Option”
3
 
2.28

“Other Stock-Based Award”
3
 
2.29

“Participant”
3
 
2.30

“Performance-Based Compensation”
4
 
2.31

“Performance Measures”
4
 
2.32

“Performance Period”
4
 
2.33

“Performance Share”
4
 
2.34

“Performance Unit”
4

 
2.35

“Period of Restriction”
4
 
2.36

“Plan”
4
 
2.37

“Plan Year”
4
 
2.38

“Prior Plans”
4
 
2.39

“Representative”
4
 
2.40

“Restricted Stock”
4
 
2.41

“Restricted Stock Unit”
4
 
2.42

“Retirement” or “Retires”
4
 
2.43

“Section 162(m)”
5
 
2.44

“Section 409A”
5
 
2.45

“Share”
5
 
2.46

“Stock Appreciation Right” or “SAR”
5
 
2.47

“Substantial Cause”
5
 
2.48

“Third Party Service Provider”
5
 
 
 
 
Article 3
 
Administration
5
 
3.1

General
5
 
3.2

Authority of the Committee
5
 
3.3

Delegation
6
 
 
 
 
Article 4
 
Shares Subject to the Plan and Maximum Awards
6
 
4.1

Number of Shares Available for Awards
6
 
4.2

Share Counting
7
 
4.3

Annual Award Limits
7
 
4.4

Adjustments in Authorized Shares
8
 
 
 
 
Article 5
 
Eligibility
8
 
 
 
 
Article 6
 
Restricted Stock and Restricted Stock Units
8
 
6.1

Restricted Stock or Restricted Stock Unit Award Agreement
8
 
6.2

Other Restrictions
9
 
6.3

Certificate Retention or Legend
9
 
6.4

Voting Rights
9
 
6.5

Dividends and Dividend Equivalents
9
 
6.6

Section 83(b) Election
10
 
 
 
 
Article 7
 
Stock Appreciation Rights
10
 
7.1

Grant of Stock Appreciation Rights
10
 
7.2

SAR Award Agreement
10
 
 
 
 

Article 8
 
Stock Options
10
 
8.1

Grant of Stock Options
10
 
8.2

Stock Option and SAR Award Agreements
11
 
8.3

Exercise of Options and SARs
11
 
 
 
 
Article 9
 
Performance Shares and Performance Units
12
 
9.1

Grant of Performance Shares and Performance Units
12
 
9.2

Value of Performance Shares and Performance Units
12
 
9.3

Earning of Performance Shares and Performance Units
12
 
9.4

Form and Timing of Payment of Performance Shares and Performance Units
13
 
9.5

No Dividends Payable
13
 
 
 
 
Article 10
 
Other Stock-Based Awards
13
 
 
 
 
Article 11
 
Awards to Eligible Directors
13
 
11.1

Initial Award Grants
13
 
11.2

Annual Award Grants
13
 
11.3

Other Forms of Awards to Eligible Directors
14
 
 
 
 
Article 12
 
Forfeiture and Termination of Employment or Service as a Director or Consultant
14
 
12.1

Terms Provided in Award Agreements
14
 
12.2

Termination of Services as an Employee
14
 
12.3

Termination of Services as a Director
16
 
12.4

Termination of Services as Third Party Service Provider
16
 
12.5

Forfeiture Provisions and Clawbacks
16
 
12.6

Leaves of Absence
17
 
 
 
 
Article 13
 
Transferability of Awards
17
 
13.1

Transferability
17
 
13.2

Domestic Relations Orders
17
 
 
 
 
Article 14
 
Performance Measures
17
 
14.1

Performance Measures
17
 
14.2

Evaluation of Performance
18
 
14.3

Adjustment of Performance-Based Compensation
19
 
14.4

Committee Discretion
19
 
 
 
 
Article 15
 
Arbitration
19
 
 
 
 
Article 16
 
Compliance with Section 409A
19

 
16.1

409A Compliance
19
 
16.2

Deferrals
20
 
 
 
 
Article 17
 
Rights of Participants
20
 
17.1

Employment; Services
20
 
17.2

Participation
20
 
17.3

Form of Stock; Rights as a Shareholder
20
 
 
 
 
Article 18
 
Change in Control
21
 
18.1

Definition of Change in Control
21
 
18.2

Other Definitions
22
 
18.3

Occurrence of Change in Control
22
 
 
 
 
Article 19
 
Amendment, Modification, Suspension, and Termination
23
 
19.1

Amendment, Modification, Suspension, and Termination
23
 
19.2

Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events
23
 
19.3

Awards Previously Granted
24
 
 
 
 
Article 20
 
Withholding
24
 
20.1

Tax Withholding
24
 
20.2

Share Withholding
25
 
20.3

Option or SAR Withholding
24
 
 
 
 
Article 21
 
Successors
24
 
 
 
 
Article 22
 
General Provisions
25
 
22.1

Gender and Number
25
 
22.2

Severability
25
 
22.3

Requirements of Law
25
 
22.4

Delivery of Title
25
 
22.5

Inability to Obtain Authority
25
 
22.6

Investment Representations
25
 
22.7

Unfunded Plan
25
 
22.8

No Fractional Shares
26
 
22.9

Non-Exclusivity of the Plan
26
 
22.10

No Constraint on Corporate Action
26
 
22.11

Non-Uniform Treatment
26
 
21.12

Governing Law
26



Kemper Corporation
2011 Omnibus Equity Plan
Article 1
Establishment, Purpose, and Duration
1.1    Establishment. Kemper Corporation, a Delaware corporation (the “Company”), established the 2011 Omnibus Equity Plan (the “Plan”), effective May 4, 2011 (the “Effective Date”). The Plan permits the grant of Awards to eligible Participants, as defined below.
1.2    Purpose of the Plan. The purpose of the Plan is to provide a means whereby employees and directors of the Company and its Affiliates and key advisors develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its shareholders. A further purpose of the Plan is to provide a means through which the Company may attract able individuals to become employees and to provide a means whereby those individuals on whom the responsibilities for the successful administration and management of the Company depend can acquire and maintain ownership of the Company’s common stock, thereby strengthening their concern for the welfare of the Company.
1.3    Duration of the Plan. Unless sooner terminated as provided herein, the Plan shall terminate ten (10) years from the Effective Date. After the Plan is terminated, no Awards may be granted, but Awards previously granted shall remain outstanding in accordance with the applicable terms and conditions of the Plan and the respective Award Agreements.
Article 2
Definitions
Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized.
2.1    “Affiliate” means any person or entity controlled directly or indirectly by the Company, whether by equity ownership, contract or otherwise and shall include direct or indirect subsidiaries of the Company and mutual companies the management of which is controlled by the Company and its subsidiaries.
2.2    Annual Award Limit” or “Annual Award Limits have the meaning set forth in Section 4.3.
2.3    “Award” means, individually or collectively, a grant under the Plan of Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Options, Performance Shares, Performance Units or Other Stock-Based Awards, in each case subject to the terms of the Plan.
2.4    “Award Agreement” means either one of the following, in such form as the Committee shall from time to time approve: (i) an agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award, or (ii) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of an Award. The Committee may provide for the use of non-paper Award Agreement(s) and acceptance and

other actions related thereto that involve the use of electronic, internet, intranet or other non-paper means.
2.5    “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
2.6    “Board” or “Board of Directors” means the board of directors of the Company.
2.7    “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor statute.
2.8    “Committee” means the Compensation Committee of the Board or any subcommittee thereof, or any other committee designated by the Board to administer the Plan.
2.9    “Company” has the meaning set forth in Section 1.1.
2.10    “Constructive or Actual Delivery” means either of the following: (a) presentation to the Company of a recent brokerage account statement or other written evidence satisfactory to the Committee evidencing beneficial ownership by the Participant of Shares other than Shares held in 401(k), pension, individual retirement or similar accounts; or (b) physical delivery of certificates evidencing Shares, properly indorsed for transfer to the Company or with an appropriately executed stock power.
2.11    “Covered Employee” means any Employee who is or may become a “Covered Employee,” as defined in Section 162(m).
2.12        “Director” means a member of the Board of Directors.
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