ICC Holdings, Inc. (Form: DEF 14A, Received: 04/13/2017 12:50:41)


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ICC Holdings, Inc . | 225 20 th Street | Rock Island , Illinois 61 204

PROXY STATEMENT

Annual Meeting of Shareholders to be held May 23, 2017

GEN ERAL INFORMATION

This Proxy Statement is furnished to the shareholders of ICC Holdings, Inc., a Pennsylvania corporation ( the “Company”), in connection with the solicitation, by the Board of Directors of the Company (“Board” or “Board of Directors”), of proxies to be used at the 2017 Annual Meeting of Shareholders ( the “Annual Meeting”) to be held at 8 a.m. Central Daylight Time on Tuesday, May 23, 2017, at the offices of Illinois Casualty Company, 225 20 th Street, Rock Island, Illinois .

The Company intends to mail the Annual Meeting proxy materials to shareholders on or about April 1 3 , 2017 . Information included in this Proxy Statement is as of April 10, 2017.

VO TING

Because many shareholders cannot attend the Annual Meeting in person, it is necessary that a large number of our voting shares be represented at the Annual Meeting by proxy to achieve a quorum. Pursuant to the Company’s bylaws , at least a majority of the outstanding voting shares must be present (in person or by proxy) at the Annual Meeting to conduct the meeting, which is known as a “quorum” of shares. Even if you expect to attend, it is important that you vote your shares in advance.

Whether you hold your shares directly as the shareholder of record or through a broker, trustee, or other nominee (“in street name”), you may vote in one of the following ways:

By Internet . Shareholders may submit their proxy over the Internet by following the instructions provided on the pro xy card . Shareholders will need to have the control number appearing on their proxy card available in order to submit their proxy over the Internet.

By Telephone. Shareholders may submit their proxy by telephone, toll-free, by following the instructions provided on the proxy card. Shareholders will need to have the control number appearing on their proxy card available in order to submit their proxy by telephone.

By Mail. Shareholders may submit their proxy by signing, dating and returning the proxy card as promptly as possible in the envelope enclosed for that purpose.

At the Meeting. The way you vote your shares now will not limit your right to change your vote at the Annual Meeting if you attend in person. If you hold your shares in street name, you must obtain a legal proxy, executed in your favor, from the holder of record if you wish to vote these shares at the Annual Meeting.

Shareholders can save the Company expense by submitting their proxy by telephone or over the Internet. If you submit your proxy by telephone or over the Internet, you do not need to also submit a proxy card, although you may do so as one method of changing your vote as described below. The method of voting will not limit a shareholder’s right to attend the Annual Meeting.

Each proxy will be voted in accordance with the shareholder’s instructions . If you return a signed proxy card without any voting instructions , your shares will be voted as recommended by the Board of Directors.

Revocation of Proxies

All proxies delivered pursuant to this solicitation are revocable at any time prior to the meeting at the option of the shareholder either by giving written notice to the Corporate Secretary at the Annual Meeting , or by timely delivery of a


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properly completed proxy, whether by proxy card or by Internet or telephone vote, bearing a later date, or by voting in person at the Annual Meeting. All shares represented by valid, unrevoked proxies will be voted at the Annual Meeting.

Additional Information

Directors are elected by a plurality of votes cast. With respect to the election of directors, shareholders may vote in favor of all nominees, or withhold their votes as to all nominees, or withhold their votes as to specific nominees. Votes withheld are deemed present at the meeting and thus will be counted for quorum purposes and have the effect of a vote against the director . The outcomes of the votes on the proposals to approve the equity compensation plan (Proposal Two ) to and to ratify the selection of BKD LLP as the Company’s independent registered public accounting firm for the current fiscal year (Proposal Three ) each require the favorable vote of a majority of the votes cast on those matters . With respect to Proposals Two and Three , shareholders may vote “For,” “Against” or “Abstain” on each proposal. Abstentions are deemed present at the meeting, and thus will be counted for quorum purposes, but will have the same effect as a vote against the matters respectively set forth in Proposals Two and Three .

Brokers who hold shares for the accounts of their clients “in street name” may vote such shares either as directed by their clients or at their own discretion if permitted by the NASDAQ Stock Market ( the “N ASDAQ ”) and other organizations of which they are members. If an executed proxy is returned by a broker on behalf of its client that indicates the broker does not have discretionary authority as to certain shares to vote on one or more matters (a “broker non-vote”), such shares will be considered present at the Annual Meeting for purposes of determining a quorum, but are not considered entitled to vote on that matter. Therefore, broker non-votes will not have any effect on any of the proposals being voted upon at the meeting. If your broker holds your shares “in street name” and you do not instruct your broker how to vote, your broker will have discretion to vote your shares on routine matters, such as Proposal Three , the ratification of the selection of the Company’s independent public accounting firm.

Your broker will not, however, have discretion to vote on non-routine matters absent direction from you. Among other matters, brokers are not entitled to use their discretion to vote uninstructed proxies in director elections or executive compensation matters. As a result, your broker will not be able to vo te your shares on Proposals One or Two without your direction. Therefore, it is important that you provide your broker with voting instructions on all proposals. If your shares are held by your broker “in street name,” you will receive a voting instruction form from your broker or the broker’s agent asking you how your shares should be voted. Please complete the form and return it as instructed by the broker or agent.

SHAR EHOLDERS ENTITLED TO VOTE

Shareholders of record at the close of business on March 31 , 2017, the record date, shall be entitled to vote at the 2017 Annual Meeting. As of the record date, the Company had 3,500,000 shares of Common Stock outstanding and entitled to vote. Common share ownership entitles the holder to one vote per share upon each matter to be voted at the 2017 Annual Meeting.

C OST OF PROXY SOLICITATION

The solicitation of proxies is being made by the Company, and the Company will bear the cost of solicitation. In addition to the use of the mail, proxies may be solicited in person or by telephone, facsimile or other electronic means, by directors, officers or employees of the Company. No additional compensation will be paid to such persons for their services. In accordance with the regulations of the SEC and the NASDAQ, the Company will reimburse banks, brokerage firms, investment advisors and other custodians, nominees, fiduciaries and service bureaus for their reasonable out-of-pocket expenses for forwarding soliciting material to beneficial owners of the Company’s Common Stock and obtaining their proxies or voting instructions.

EL ECTRONIC ACCESS TO PROXY MATERIALS AND ANNUAL REPORT TO SHAREHOLDERS

This Notice of Annual Meeting of Shareholders and Proxy Statement and the Company’s 2016 Annual Report on Form 10-K are available on the Company’s website at http:// ir.iccholdingsinc.com and at www. proxydocs.com/ICCH .


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SH ARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

P RINCIPAL SHAREHOLDERS

Based on filings made under Section 13(d) and Section 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”), as of March 31, 2017, the only persons known by us to be beneficial owners of five percent or more of the outstanding shares of our common stock were as follows:


Name and Address	Number of Shares	Percent of Outstanding
of Beneficial Owner	Beneficially Owned	Common Stock
R. Kevin Clinton (1)	600,000	17.14%
6410 Oakencliffe Ln.
East Lansing, Michigan 48823

Rock Island Investors, LLC (2)	400,000	11.40%
c/o Domain Capital Advisors, LLC
1230 Peachtree Street NE, Suite 3500
Atlanta, Georgia 30309

ICC Holdings, Inc. Employee Stock Ownership Plan	350,000	10.00%
225 20 th Street
Rock Island, Illinois 61201

Tuscarora Wayne Insurance Company	200,000	5.70%
41908 Route 6
PO Box 7
Wyalusing, Pennsylvania 18853-0007

Annette Flood (3)	200,000	5.70%
c/o R. Kevin Clinton
6410 Oakencliffe Ln.
East Lansing, Michigan 48823

(1)

Includes R. Kevin Clinton Irrevocable Trust for Avery Anne Clinton u/a/d December 13, 2012, R. Kevin Clinton Irrevocable Trust for Connor Richard Clinton u/a/d December 13, 2012, R. Kevin Clinton Irrevocable Trust for Colleen Casey Clinton u/a/d December 13, 2012, R. Kevin Clinton Irrevocable Trust for Ryan Kevin Clinton u/a/d December 13, 2012, Marilyn J. Clinton Trust Agreement Dated August 29, 2001, R. Kevin Clinton, IRA, Annette E. Flood IRA, Oppenheimer & Co., Cust., and Clifford T. Flood IRA, Oppenheimer & Co., Cust.

(2)

Includes Domain Capital Advisors, LLC, Leardo Asset Management, LLC and Patrick R. Leardo. This information is based upon a Schedule 13G filing dated March 28, 2017 made with the Securities and Exchange Commission.

(3)

Includes Annette E. Flood IRA, Oppenheimer & Co., Cust., and Clifford T. Flood IRA, Oppenheimer & Co., Cust.


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DIREC TORS AND OFFICERS

The following is information regarding beneficial ownership of the Company’s Common Stock by each director and named executive officer (whose compensation is disclosed in this Proxy Statement), and the directors and executive officers of the Company as a group, as of March 31, 2017 .



Name of Individual or	Number of Shares	Percent of Outstanding
Number of Persons in Group	Beneficially Owned(1)	Common Stock
Howard Beck	26,000	*
Scott Burgess	—	*
R. Kevin Clinton	600,000	17.1%
James Dingman	10,000	*
Joel Heriford	—	*
John Klockau	115,000	3.3%
Jerry Pepping	10,000	*
Daniel Portes	5,000	*
Rickey Plunkett	2,500	*
Norman Schmeic h el	7,500	*
Christine Schmitt	15,000	*
Mark Schwab	20,000	*
Michael Smith	17,800	*
Kathleen Springer	3,000	*
Julia Suiter	2,500	*
Arron Sutherland	43,600	1.2%

All Directors and Executive Officers as a Group (16 persons)	877,900	25.1%

*Less than 1% of Class.

The information with respect to beneficial ownership of Common Stock of the Company is based on information furnished to the Company by each individual included in the table.

SEC TION 16(a ) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers and beneficial owners of more than 10 percent of the Common Stock of the Company to file reports of ownership and changes in ownership with the SEC and NASDAQ. Copies of these reports must also be furnished to the Company. The mutual-to-stock conversion did not occur until March 2017. There were no shares outstanding as of December 31, 2016.


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PROP OSAL ONE: ELECTION OF DIRECTORS

GEN ERAL

At this year’s Annual Meeting, four (4) Class III directors are to be elected . Unless otherwise instructed, the shares represented by a signed proxy card will be voted for the election of the four nominees named below. The nominees for election as Class III directors who receive the highest number of votes cast, in person or by proxy, at the meeting will be elected as Class III directors. The affirmative vote of a majority of the shares of common stock of the Company present in person or represented by proxy at the Annual Meeting and entitled to vote is required for the election of directors.

STAG G ERED BOARD

Our articles of incorporation and bylaws provide for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms. Our directors are divided among the three classes as follows:

Class I directors, whose term will expire at the Annual Meeting of Shareholders to be held in fiscal year 2018, consists of Messrs. Dingman, Klockau, and Pepping;

Class II directors, whose term will expire at the Annual Meeting of Shareholders to be held in fiscal year 2019, consists of Messrs. Burgess, Schmitt, and Sutherland; and

Class III directors, whose term will expire at the Annual Meeting of Shareholders to be held in fiscal year 2020, consists of Messrs. Clinton, Heriford, Portes, and Schwab.

Directors in a particular class will be elected for three-year terms at the Annual Meeting of Shareholders in the year in which their terms expire. As a result, only one class of directors will be elected at each annual meeting of our shareholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his successor, or his earlier death, resignation or removal.

NO MINEES

Messrs . R. Kevin Clinton, Joel K. Heriford, Daniel H. Portes, and Mark J. Schwab are standing for election. Each is nominated to serve for a three -year term expiring in 2020 .

The Board of Directors has no reason to believe that any nominee will be unable to serve if elected. In the event that any nominee shall become unavailable for election, the shares represented by a proxy will be voted for the election of a substitute nominee selected by the persons appointed as proxies and recommended by the Board, unless the Board should determine to reduce the number of director s pursuant to the Company’s byl aws or allow the vacancy to stay open until a replacement is designated by the Board.

The Board of Directors recommends that the shareholders vote “FOR” election of all four nominees listed above .

DIREC TOR INFORMATION

The biographical profiles on the following pages contain certain information with re spect to the Board of Directors .


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		DIRECTOR
NAME	AGE	SINCE	PRINCIPAL OCCUPATION AND BACKGROUND
Scott T. Burgess	68	2014	Mr. Burgess has been a Senior Managing Director of Griffin Financial since 2011, providing insurance carriers with a broad range of strategic, financial and transactional investment banking services. From 2003 to 2011, he was a Treaty Producer and Senior Vice President of Willis Group, a global reinsurance specialist. He worked with Munich Reinsurance America, Inc. (originally American Re-insurance Company) from 1980 to 2003. Mr. Burgess began his career at Chubb & Son, Inc. in various underwriting and management positions. He also serves on the board of directors of Tuscarora Wayne Mutual Group, Inc., Susquehanna Capital Corp., Tuscarora Wayne Insurance Company, Keystone National Insurance Company and Lebanon Valley Insurance Company. Mr. Burgess attended the U.S. Air Force Academy and holds a B.S., Marketing from the University of Maine. Through Mr. Burgess’ experience in the insurance industry and service on other corporate boards, he has dealt with a wide range of issues including reinsurance, risk management, and strategic planning. These attributes were significant in the decision to appoint him as a member of the Board of Directors.

R. Kevin Clinton	62	2017	Mr. Clinton has been a professor and Director of the Actuarial Science Program of Michigan State University since August 2015. From November 2013 to April 2015, he served as the State Treasurer of the State of Michigan and a member of the Governor’s cabinet. Mr. Clinton was part of the team that brought the City of Detroit out of bankruptcy. From April 2011 to November 2013, he served as the Commissioner of Insurance of the State of Michigan and Director of the Michigan Department of Insurance and Financial Services (MDIFS), which regulates state insurance companies, banks, credit unions and other financial institutions. Mr. Clinton was President and Chief Executive Officer of American Physicians Capital, Inc., a publicly traded insurance company, from 2004 until its sale to The Doctors Company in October 2010. He was Vice President and Chief Operating Officer of that company from 2001 to 2003. From 1997 to 2001, Mr. Clinton was President and Chief Executive Officer of MEEMIC Insurance Company, a personal lines insurer which converted from a mutual to stock company and became a publicly traded company in 1999. From 1990 to 1997, he worked at ProNational Insurance Company, holding the positions of Chief Financial Officer from 1996 to 1997 and Vice President of Underwriting from 1990 to 1995. Mr. Clinton was a consulting actuary from 1986 to 1990. He was the Chief Actuary of the State of Michigan Insurance Bureau, which is now part of the MDIFS, from 1982 to 1986. Mr. Clinton graduated from the University of Michigan (B.S. Business Administration; Masters of Actuarial Science), and was inducted as a Fellow of the Casualty Actuarial Society in 1982. Mr. Clinton is required to be nominated as a director pursuant to a purchase agreement, dated as of September 6, 2017, between the Company, Illinois Casualty Company, and certain investors, including Mr. Clinton. Mr. Clinton’s experience in all aspects of the insurance industry, including as an insurance regulator, were important in the decision of the Board of Directors to appoint him as a member of the Board of Directors.


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		DIRECTOR
NAME	AGE	SINCE	PRINCIPAL OCCUPATION AND BACKGROUND
James R . Dingman	62	2009	Mr. Dingman has served for over twenty years as CEO of BankORION, an independent community bank with 7 offices and $400 million in assets. Mr. Dingman currently serves as Chairman and CEO of BankORION and its holding company, Orion Bancorporation, Inc. For all of those years, he has managed the bank investment portfolio, which is currently in excess of $150 million. Mr. Dingman is a graduate of the University of Iowa, holds a Master’s Degree from St. Ambrose University, and graduated with distinction from the Southwestern Graduate School of Banking. He has served in a Board capacity for several local organizations, including the Community Bankers Association of Illinois. Through Mr. Dingman’s extensive financial experience and other activities, he has dealt with a wide range of issues including audit and financial reporting, risk management, and strategic planning. These experiences qualify him to service as a member of our Board of Directors.

Joel K. Heriford	59	2004	Mr. Heriford is an attorney with Burch & Cracchiolo, P.A. in Phoenix, Arizona. Mr. Heriford previously practiced law with the law firms of Stanley, Lande & Hunter P.C. in Davenport, Iowa, and Wessels, Stojan & Stephens, P.C., Rock Island, Illinois. Mr. Heriford graduated from Illinois State University, Normal, Illinois (B.S. Accounting), and from De Paul University College of Law (J.D.). Mr. Heriford is also a Certified Public Accountant (Inactive), and previously worked with an international accounting firm prior to attending law school. Mr. Heriford is admitted to practice law in Arizona, Illinois and Iowa. Mr. Heriford’s legal and accounting experience provide the Board of Directors with valuable insight into issues relevant to our business. These experiences qualify him for service as a member of the Board of Directors.


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		DIRECTOR
NAME	AGE	SINCE	PRINCIPAL OCCUPATION AND BACKGROUND
John R. Klockau	65	2004	Mr. Klockau attended Shimer College in Waukegan, Illinois. He began his insurance career in 1972 with Illinois Casualty Company. He served in a variety of capacities before being named to the position of President in 1989, from which he resigned in July of 2009. Mr. Klockau is recognized as an expert in the investigation, negotiation and settlement of dram shop claims. Mr. Klockau serves on the Board of Directors of Rockford Mutual Insurance Company and is involved in various community activities. Through Mr. Klockau’s experience in the insurance industry, he has dealt with a wide range of issues including reinsurance, risk management, and strategic planning. These attributes were significant in the decision to appoint him as a member of the Board of Directors.

Gerald J . Pepping	58	2007	Mr. Pepping is an attorney with Pepping, Balk, Kincaid & Olson, Ltd. where he has been a partner since 1989. Mr. Pepping is a member of the Illinois State Bar Association, Iowa State Bar Association and Rock Island County Bar Association. He received his CPA in 1980 and is a member of the Iowa Society of CPA’s. Mr. Pepping is licensed to practice law in Illinois and Iowa and is licensed to practice before the U.S. District Court Central District of Illinois, the U.S. Seventh Court of Appeals and the U.S. Tax Court. Mr. Pepping graduated from the University of Iowa with a BBA in Accounting with highest distinction and received his Juris Doctorate from the University Of Illinois College Of Law. Mr. Pepping’s legal and business experience provide the Board of Directors with valuable insight into issues relevant to our business. This experience is important in qualifying him for service as a member of the Board of Directors and as Chairman of the Board of Directors .


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		DIRECTOR
NAME	AGE	SINCE	PRINCIPAL OCCUPATION AND BACKGROUND
Daniel H. Portes	62	2010	Mr. Portes is the Chairman and owner of Management Resources Group (MRG), a talent management company located in Davenport, Iowa. MRG specializes in senior level executive retained search, outplacement, coaching, assessments, organizational development, team building and conflict resolution. Mr. Portes possesses over 31 years of management experience. He is an active member of a number of community boards and organizations, and is past chairman of the Iowa Quad Cities Chamber of Commerce and was named the 2000-2001 Community Leader of the Year. He has served on the Davenport School District and Putnam Museum boards and is a past president of Temple Emanuel. Currently he serves on the board of directors for the Quad City Chamber of Commerce. Mr. Portes was in the leadership role in the passage of the local option sales tax initiative for Scott County Public Schools. Mr. Portes’ business experience provides the Board of Directors with valuable insight into issues relevant to our business, including executive compensation. This experience is important in qualifying him for service as a member of the Board of Directors.

Christine C. Schmitt	59	2015	Ms. Schmitt is CFO North America Insurance Operations of AmTrust North America, a subsidiary of AmTrust Financial Services, Inc., a publicly traded holding company and provider of specialty property and casualty insurance focusing on workers’ compensation and commercial package coverage for small business, specialty risk and extended warranty coverage sold throughout the United States and Internationally with over $20 billion in assets. She oversees financial management reporting and systems for the 25+ North America insurance companies and a liaison with auditors, actuaries and financial operations. From 2012 to June 2016, she was Treasurer and Controller for Fidelity & Guaranty Life Insurance Company. From 2011 to 2015, she also served as a director and Chair of the Audit Committee of Michigan Millers Mutual Insurance Company. Ms. Schmitt previously served as Senior Vice President & CFO for FinCor Holdings, Inc., a medical professional liability insurance company, and MEEMIC Insurance Company, a personal lines insurance company, and was an audit manager at PricewaterhouseCoopers LLP. She is a Certified Public Accountant and Chartered Global Management Accountant and is a member of Financial Executives International, National Association for Female Executives, American Institute of CPA’s and Michigan Association of CPA’s. Ms. Schmitt has a BS, Business Administration, Accounting major, from Wayne State University. The financial acumen that Ms. Schmitt obtained through her insurance industry experience and service on other corporate boards were attributes important in qualifying her for service as a member of the Board of Directors.


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		DIRECTOR
NAME	AGE	SINCE	PRINCIPAL OCCUPATION AND BACKGROUND
Mark J. Schwab	66	2008	Mr. Schwab is retired and was, until December 2016, a Client Advisor and former Area President of Trissel, Graham & Toole division of Arthur J. Gallagher insurance agency, Davenport, Iowa. He is a graduate of the University of Iowa and has taught insurance at St. Ambrose University. He started his career as a field claims adjuster and later was a commercial liability and workers compensation claims supervisor. Mr. Schwab holds the Chartered Property and Casualty Underwriter and Associate in Risk Management designations. He has served as president of the Quad City Chapter of CPCU, Quad Cities Claims Association, Quad Cities Insurance Education Council and Independent Insurance Agents of Scott County. Mr. Schwab was the 2003-05 board chair for United Way of the Quad-Cities. Through Mr. Schwab’s experience in the insurance industry, he has dealt with a wide range of issues including risk management, agency relationships and strategic planning. This experience was significant in the decision to appoint him as a member of the Board of Directors.

Arron K. Sutherland	48	2007	Mr. Sutherland is Chief Executive Officer of the Company. He has served as the CEO since 2010 and formerly as Chief Financial Officer from 2006 to 2010. Mr. Sutherland has more than 20 years’ experience in the insurance and finance industry and holds a CPA and CPCU designation. Prior to joining ICC, he was employed for more than 15 years in the accounting field including ten years of P&C experience with Frankenmuth Financial Group. Mr. Sutherland received his B.A. in Accounting from Michigan State University and his M.B.A. from Saginaw State University.


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PRO POSAL TWO: APPROVAL OF THE ICC HOLDINGS, INC. 2016 STOCK INCENTIVE PLAN

The following is a summary of the ICC Holdings, Inc. 2016 Stock Incentive Plan (the “Plan”). This summary is qualified in its entirety by reference to the complete Plan attached as Appendix A to this Proxy Statement.

ESTAB LISHMENT AND PURPOSE

The Plan is intended to provide selected employees and non-employee directors of Illinois Casualty Company ( “ICC”, the “Corporation”) and its Subsidiaries (as hereinafter defined) with an opportunity to acquire Common Stock of the Corporation. The Plan is designed to help the Corporation attract, retain, and motivate employees and non-employee directors to make substantial contributions to the success of the Corporation’s business and the businesses of its Subsidiaries. Awards made under the Plan are based upon, among other things, a participant’s level of responsibility and performance within the Corporation and its Subsidiaries. Payments under the Plan are intended to be deductible according to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Pursuant to Section 162(m) of the Code, we are required to get shareholder approval of the performance goals of this Plan every five years to maintain such deductibility. Thus, this Proposal Two is intended to satisfy that requirement, and if approved by our shareholders, the Plan will be restated effective as of March 24 , 2017.

The total aggregate number of shares of common stock that Awards may be made under the Plan shall not exceed 490,000 shares of common stock, subject to adjustments as provided in Article 10 of the Plan. The maximum aggregate number of shares of common stock that may be issued under the Plan pursuant to the vesting of Restricted Awards shall not exceed 350,000 shares of common stock, subject to adjustments as provided in Article 10 of the Plan. The maximum aggregate number of shares of common stock that may be awarded under the Plan as Options (including as Incentive Stock Options) shall not exceed 140,000 shares of common stock, subject to adjustments as provided in Article 10 of the Plan. Subject to adjustment in accordance with Article 10 of the Plan, no Participant shall be granted, during any one-year period, (i) Stock Options to purchase common stock with respect to more than 28,000 shares of common stock in the aggregate or (ii) Restricted Awards with respect to more than 70,000 shares of common stock in the aggregate.

ADMINI STRATION

The Compensation Committee of the Board of Directors will be the “Committee” for purposes of Plan administration. The Committee shall be vested with full authority to make such rules and regulations as it deems necessary or desirable to administer the Plan and to interpret the provisions of the Plan, unless otherwise determined by a majority of the disinterested members of the Board. Any determination, decision, or action of the Committee in connection with the construction, interpretation, administration, or application of the Plan shall be final, conclusive, and binding upon all Participants and any individual claiming under or through a Participant, unless otherwise determined by a majority of the disint erested members of the Board. The Committee may delegate to such officers of the Corporation or any Subsidiary, or committees thereof, as it deems appropriate, the authority, subject to such terms as the Committee shall determine, to perform such functions, including administrative functions, as the Committee may determine, to the extent that such delegation will not (i) result in the loss of an exemption under Rule 16b-3(d) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Corporation, (ii) cause Awards intended to qualify as “performance-based compensation” under Code Section 162(m) to fail to so qualify, and (iii) violate the independence requirements of the Nasdaq rules, or the then applicable rules of the principal market where the Common Stock is then traded, if any.

Subject to the terms, provisions, and conditions of the Plan and subject to review and approval by a majority of the disinterested members of the Board, the Committee shall have exclusive jurisdiction to:

determine and select the Employees and Non-Employee Directors to receive Awards (it being understood that more than one Award may be made to the same individual);

determine the number of shares subject to each Award;

determine the date or dates when the Awards will be made;

determine the exercise price of shares subject to an Option in accordance with Article 6;


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determine the date or dates when an Option may be exercised within the term of the Option specified pursuant to Article 7;

determine whether an Option constitutes an Incentive Stock Option or a Nonqualified Stock Option;

determine the Performance Criteria and establish Performance Goals with respect thereto, to be applied to an Award; and

prescribe the form, which shall be consistent with the Plan document, of the Agreement evidencing any Awards made under the Plan.

PERFORMANCE GOALS

The Committee shall establish, prior to award, Performance Goals with respect to each Award intended to constitute a Performance Award. Except as may otherwise be provided in Articles 6 and 7 of the full Plan included as Appendix A , as applicable, no Option that is intended to constitute a Performance Award may be exercised until the Performance Goal or Goals applicable thereto is or are satisfied.

ELI GIBILITY

All Company employees, including those covered by Code Section 162(m), are eligible to participate in one of the Company’s annual incentive programs governed by the Plan. As of December 31, 201 6 , there were 91 full-time equivalent e mployees at the Company. In addition to the 162(m) Employees, the Plan Administrative Committee or its delegate shall determine other employees who may be eligible to participate in the Plan for a particular year before or within a reasonable time following the beginning of a year . The Committee reserves final authority to approve or disapprove of such additional eligible employees.

BENEFI CIARY

If an award is payable due to the participant’s death, that award will be paid to the beneficiary designated by the participant. The amount will be paid to the beneficiary at the same time the amount would have been paid to the participant had he or she survived. If no beneficiary was named or survived the participant, or there is a dispute as to the true beneficiary, the amount will be paid to the personal representative of the participant’s estate.

FORF EITURE

All awards paid to the CEO or CFO are subject to forfeiture according to Section 304 of the Sarbanes-Oxley Act of 2002. In addition, the Company reserves the right to require a participant to forfeit or return to the Company any payments received under the Plan to the extent required by law, under any applicable stock exchange listing standard or any “clawback” policy designed to comply with such requirements.

TA X LIABILITY

The Company may withhold such amounts from any award as it determines reasonably necessary to pay any taxes required to be withheld under applicable law.

SHAREH OLDER VOTE

The affirmative vote of the holders of at least a majority of the shares of c ommon s tock of the Company present and entitled to vote at the Annual Meeting is required for adoption of this proposal. Shareholder approval of the amended and restated Plan will also constitute approval of the material terms of the performance goals under the Plan, in accordance with Section 162(m) of the Code.

The Board of Directors has adopted and approved the amended plan and recommends that the shareholders vote “FOR” approval of the proposed ICC Holdings, Inc. 2016 Stock Incentive Plan.


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PROPOS AL THREE : RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected BKD LLP (“ BKD ”), the Company’s independent registered public accounting firm since 2016 , as the Company’s independent registered public accounting firm for 201 7 , and the Board is asking shareholders to r atify that selection. Although current law, rules and regulations, as well as the Charter of the Audit Committee, require our independent auditor to be appointed, retained and supervised by the Audit Committee, the Board considers the selection of an independent auditor to be an important matter of shareholder concern and considers a proposal for shareholders to ratify such selection to be an important opportunity for shareholders to provide direct feedback to the Board on an important issue of corporate governance. If the appointment of BKD is not ratified by shareholders, the Audit Committee will take such action, if any, with respect to the appointment of the independent auditor as the Audit Committee deems appropriate, which may include continued retention of such audit firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

Representatives of BKD are expected to be present at the Annual Meeting with the opportunity to make a statement, if they desire, and will be available to respond to appropriate questions from the shareholders.

The Board of Directors recommends that the shareholders vote “FOR” Proposal Three and the ratification of selection of BKD LLP as independent registered public accounting firm of the Company for the current fiscal year.

FEES P AID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Fees for services rendered by BKD , the Company’s Independent Registered Public Accounting Firm f or each of the following categories of services, are set forth below:



	Fiscal Year		Fiscal Year
	2016		2015
Audit Fees (1)	$	145,000	$	148,751
Audit-Related Fees (2)	$	159,382	$	20,000
Tax Fees
Tax Compliance	$	15,000	$	10,000
Other Tax Services	$	—	$	—
All Other Fees	$	—	$	—
Total Fees	$	319,382	$	178,751

(1) Audit fees relate to professional services rendered for the audit of the consolidated financial statements of the Company and review of quarterly consolidated financial statements. The fees for 2015 include the audit of the December 31, 2015 and 2014 financial statements.

(2) Audit-related fees are for professional services rendered for the statutory audit of certain subsidiaries and procedures related to the Company’s filing of Form S-1 and travel costs.


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CORPO RATE GOVERNANCE AND BOARD MATTERS

CORP ORATE GOVERNANCE PRINCIPLES

The Company is committed to having sound corporate governance principles that are designed to ensure that the Board exercises reasonable business judgment in discharging its obligations to the Company and its shareholders. Corporate governance practices also help to ensure that full and transparent disclosures are made to the Company’s shareholders and the SEC.

DIR ECTOR INDEPENDENCE

The Board is required to affirmatively determine the independence of each director and to disclose such determination in the proxy statement for each Annual Meeting of Shareholders of the Company. In order to determine which of our directors are independent, we have elected to utilize the standards for independence established under the NASDAQ listing standards. Under this standard, an independent director is a person other than an executive officer or employee of ICC or any other individual having a relationship which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The following persons will not be considered independent:

a director who is, or at any time during the past three years was, employed by us;

a director who accepted or who has a spouse, parent, child or sibling, whether by blood, marriage or adoption, or any other person who resides in his home, hereinafter referred to as a “Family Member”, who accepted any compensation from us in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence (other than compensation for board or board committee service; compensation paid to a Family Member who is an employee (other than an executive officer) of Illinois Casualty; or benefits under a tax-qualified retirement plan, or non-discretionary compensation).

a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by us as an executive officer;

a director who is, or has a Family Member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which we made, or from which we received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more (excluding payments arising solely from investments in our securities; or payments under non-discretionary charitable contribution matching programs).

a director of ICC who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three (3) years any of our executive officers served on the compensation committee of such other entity; or

a director who is, or has a Family Member who is, a current partner of our outside auditor, or was a partner or employee of the company’s outside auditor who worked on our audit at any time during any of the past three (3) years.

Under this criteria, all directors except Arron K. Sutherland are independent. Only independent directors serve on the Company’s Audit Committee, Nominating Committee, and Compensation Committee.


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BOAR D INDEPENDENCE STATUS

The following table identifies the independence status of our D irectors as of December 31, 2016 :



Director	Independent	Management
Scott T. Burgess	X
R. Kevin Clinton	X
James R. Dingman	X
Joel K. Heriford	X
John R. Klockau	X
Jerry J. Pepping	X
Daniel H. Portes	X
Christine C. Schmitt	X
Mark J. Schwab	X
Arron K. Sutherland		X

DIREC TOR NOMINATION POLICY

The Nominating and Governance Committee of the Company considers director candidates based upon a number of qualifications , qualities, skills, and other expertise required to be a director

The Nominating and Governance Committee conducts an annual assessment of the composition of the Board and its committees. The Committee reviews the appropriate skills and characteristics required of Board members with a view toward establishing a diversity of backgrounds in areas of core competencies including experience in the following: business development, insurance industry, senior management, operational, technical, compensatio n and finance.

The Nominating and Corporate Governance Committee will consider qualified director candidates as properly nominated by shareholders as further set forth under SHAREHOLDER PROPOSALS on page 27 . In additi on, the Nominating and Governance Committee will consider shareholder recommendations for director candidates, but the Nominating and Governance Committee has no obligation to recommend such candidates. Assuming that appropriate biographical and background material (including qualifications) is provided for candidates recommended by shareholders, the Nominating and Governance Committee will evaluate those candidates by following substantially the same process and applying substantially the same criteria as for candidates recommended by other sources.

CODE OF CONDUCT

The Company has adopted a Code of Conduct, which is designed to help directors, officers and employees maintain ethical behavior and resolve ethical issues in an increasingly complex global business environment. The Code of Conduct applies to all directors, officers and employees, including the Chief Executive Officer, the Chief Financial Officer, the Chief Legal Officer and any other employee with any responsibility for the preparation and filing of documents with the SEC. The Code of Conduct covers topics including, but not limited to, ethical behavior, conflicts of interest, corporate opportunities, confidentiality of information and compliance with laws and regulations. A copy of our Code of Conduct is available at the Company’s website under the Governance section at http://ir.iccholdingsinc.com . Any amendments to the Code of Conduct will be posted on the website, and any waiver that applies to a director or executive officer will be disclosed in accordance with the rules of the SEC and N ASDAQ .

SHAR EHOLDER AND INTERESTED PARTIES COMMUNICATIONS

Any shareholder may communicate directly with the Board of Directors, or with any one or more individual members of the Board. A shareholder wishing to do so, should address the communication to “Board of Directors” or to one or more individual members of the Board and submit the communication to the Company at the address of the Company noted on the first page of this Notice of Meeting and Proxy Statement. All such communications received by the Company and addressed to the Board of Directors will be forwarded to the Chairman of the Board, or to the individual member or members of the Board, if addressed to them.


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All of these communications will be reviewed by our Secretary to filter out communications that are not appropriate, specifically, spam or communications offering to buy or sell products or services. The Secretary will forward all remaining communications to the appropriate directors.

COMP ANY POLICY ON RELATED PARTY TRANSACTIONS

The Company recognizes that related party transactions present a heightened risk of conflicts of interest and/or improper valuation (or the perception thereof) and therefore the Audit Committee will review and approve all related party transactions and transactions raising potential conflicts of interest.

CERTA IN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. John R. Klockau, a director of the Company, held two surplus note from the Company totaling $1 .15 million as of December 31, 2016 . The first note was for $1,000,000 and b ore interest at 5.35%. The second note was for $150,000 and b ore interest at 7.00%. Mr. Klockau was paid interest in the amount of $64,000 in both 2016 and 2015. On March 17, 2017, ICC policyholders approved the plan of mutual-to-stock conversion. Simultaneously, Mr. Klockau converted $1.15 million of surplus notes in exchange for 115,000 shares of the Company’s common stock. Mr. Klockau received a payment for interest on the surplus notes of $12, 975 in 2017 . Additionally, Mr. Klockau is a claims consultant and was paid $12,944 and $14,011 in 2016 and 2015, respectively, related to his services to the Company.

Mr. Scott T. Burgess is a director of the Company and a Senior Managing Director of Griffin Financial Group. Mr. Burgess was paid $2,190 and $2,284 in 2016 and 2015, respectively. Griffin Financial Group was paid $9,910 and $75,000 in 2016 and 2015, respectively. Griffin and Stevens & Lee are affiliated. Stevens & Lee is a full-service law firm that was paid $630,125 and $0 as of December 31, 2016 and 2015, respectively.

Mr. Dan Porters is a director of the Company and the Chairman and CEO of Management Resource Group, Ltd (MRG). MRG was paid $4,900 and $0 in 2016 and 2015, respectively.

COMMI TTEES OF THE BOARD OF DIRECTORS

The ICC Holdings, Inc. Board has three standing committees: Audit, Compensation/Succession , and Nominating/ Governance. Additionally, two committees will eventually transition from the ICC Board over to the holdings company board. These additional committees include the Enterprise Risk Management and Executive . The Audit, Nominating and Governance , and Compensation Committees are composed solely of independent directors in compliance with the Company’s requirements and the NASDAQ Listing Standards. The Nominating and Governance Committee annually evaluates both Committee members and Committee Chairs, and rotates as necessary. In his discretion, the Chairman of the Board may attend any or all Committee meetings. All committees meet at least quarterly and also hold informal discussions from time to time. Charters for the Audit, Nominating and Governance , and Compensation Committees are available on the Company’s website under the Governance section at http://ir.iccholdingsinc.com .

A UDIT COMMITTEE

The Company’s Audit Committee, composed exclusively of independent directors, met six times in 201 6 to consider various audit and financial reporting matters, including the Company’s outside audit firm relationship and to discuss the planning of the Company’s annual outside audit and its results. The committee also:

monitored the Company’s management of its exposures to risk of financial loss;

reviewed the adequacy of the Company’s internal controls;

reviewed the extent and scope of audit coverage;

reviewed quarterly financial results;

monitored selected financial reports;

assessed the auditors’ performance; and

selected the Company’s independent registered public accounting firm.


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The Audit Committee is responsible for approving every engagement of BKD to perform audit or non-audit services on behalf of the Company or any of its subsidiaries before BKD is engaged to provide those services, with the Chair of the Audit Committee being authorized to pre-approve non-audit services and then reporting those services to the full Audit Committee, as described in the Audit Committee Report. The Audit Committee evaluates the effects that the provision of non-audit services may have on the Company’s independent registered public accounting firm’s independence with respect to the audit of our financial statements. The Audit Committee meets in executive session with the independent registered public accounting firm periodically.

The Audit Committee consists of Messrs. Schmitt (Co mmittee Chairman), Dingman, Heriford, and Pepping . In addition, our Board of D irectors has de termined that Ms. Schmitt is an audit c ommittee financial expert within the meaning of SEC regulations. The Audit Committee Report is set forth later in this proxy statement.

COMPENSA TION COMMITTEE

The Company’s Compensation Committee, composed exclusively of independent directors, met eight times in 201 6 . The Compensation Committee meets to do the following:

review and approve the corporate goals and objectives applicable to the compensation of the chief executive officer (CEO), evaluate the CEO’s performance in light of those goals and objectives, and determine and approve the CEO’s compensation based on this evaluation.

review and approve or make recommendations to the Board regarding the compensation of all other executive officers.

review and make recommendations to the Board for approval, incentive compensation plans and equity-based plans, which includes the ability to adopt, amend, and terminate such plans.

review and make recommendations to the Board for approval, any employment agreements and any severance arrangements or plans, including any benefits to be provided in connection with a change in control, for the CEO and other executive officers, which includes the ability to adopt, amend, and terminate such agreements, arrangements or plans.

review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, to review and discuss at least annually the relationship between risk management policies and practices and compensation, and to evaluate compensation policies and practices that could mitigate any such risk.

review all director compensation and benefits for service on the Board and Board committees and to recommend any changes to the Board as necessary.

Develop and recommend to the Board for approval a leadership succession plan (the “Succession Plan”), to review the Succession Plan periodically with the CEO, develop and evaluate potential candidates for the CEO or other executive positions and recommend to the Board any changes to, and any candidates for succession under, the Succession Plan.

Our compensation committee consists of Messrs. Portes (Committee Chairman), Heriford and Schwab and Ms. Schmitt.

NOMI NA TING AND GOVERNANCE COMMITTEE

The Company’s Nominating and Governance Committee, composed exclusively of independent directors, is a newly formed committee as a result of the mutual-to-stock conversion. The Nominating and Governance committee did not meet in 201 6 but completed nominations by email. The committee will meet going forward to guide the Company’s corporate governance program and to monitor and discuss current and emerging corporate governance principles and procedures. The committee will also counsel the Board with respect to Board and Committee organization, compensation, membership, function and Board and Committee performance assessments, individually and collectively. The committee will identifies and review s qualified individuals as potential new director candidates.

The Nominating and Governance Committee of the board of directors consists of Messrs. Dingman, Klockau, and Pepping .


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ENTERPRISE R ISK MANAGEMENT COMMITTEE

The Company’s Enterprise Risk Management Committee met four times in 2016 to review and make recommendations to the Board with respect to financial, reputational, and other issues and risks of the Company.

The Enterprise Risk Management Committee consists of Messrs. Burgess (Committee Chairman), Portes , Schwab , and Sutherland .

EXECU TIVE COMMITTEE

The Company’s Executive Com mittee met four times in 2016 to handle legal formalities and technicalities concerning administrative operations.

The Executive Committee consists of Messrs. Burgess (Committee Chairman), Portes , Schwab, and Sutherland.

COM MITTEE MEMBERSHIP



				Enterprise
		Compensation/	Nominating/	Risk
Director	Audit	Succession	Governance	Management (1)	Executive (1)
Scott T. Burgess				X
R. Kevin Clinton
James R. Dingman	X		X
Joel K. Heriford	X	X
John R. Klockau			X		X
Jerry J. Pepping	X		X		X*
Daniel H. Portes		X*		X
Christine C. Schmitt	X*	X
Mark J. Schwab		X		X
Arron K. Sutherland				X*	X

* Chair of Committee

(1) Committee currently resides at the ICC Board

BO ARD MEETINGS AND COMPENSATION

M EETINGS

During 201 6 , four regular meetings of the Board of Directors were held with all directors in attendance. No director attended fewer than 75 percent of the aggregate number of meetings of the Board and Board committees on which he or she served. In connection with each Board meeting, the independent directors meet in executive session with no members of management present.

DIRECTOR COMPENSATION

In 2016, each of our directors received a fee of $3,500 for each board meeting attended, other than the October 2016 board meeting for which members of our Compensation Committee received a fee of $3,500 and all other non-employee directors received a fee of $1,750. All Board Members received an additional fee payment in October related to special meetings held in relation to demutualization. Members of the Compensation Committee received $3,500 the other members received $1,750 related to the special meetings .


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The following table summarizes the total compensation paid to our non-employee directors for the fiscal year ended December 31, 2016.



Director	Fees Earned or Paid in Cash
Gerald J. Pepping	$	15,750
Scott T. Burgess		15,750
James R. Dingman		15,750
Joel K. Heriford		17,500
John R. Klockau		15,750
Daniel H. Portes		17,500
Christine C. Schmitt		17,500
Mark J. Schwab		17,500

In 2017, the Compensation Committee engaged Pearl Meyer & Partners, an independent executive compensation firm to evaluate director compensation. The consulting firm calculated director pay levels based on the current board and committee meeting schedule, and current committee sizes and roles. This information was benchmarked against comparative peer group companies based on proxy statement disclosure as well as general industry survey data. The analysis found that director pay was below market and did not provide an annual retainer which is common practice in the public arena.

In February 2017, recognizing our move to the public sector, the Board approved a new payment structure that better aligns the Company with the market. Under the structure, each non-employee director will receive an annual cash retainer for service. Each board member will receive, annually, $14,000 for his/her work on the holding company board and $14,000 for his/her work on the insurance company board. In addition, Gerald J. Pepping will receive $7,500 annually for his work as Chairman of the Boards ($3,750 for each Board), and Christine Schmitt will receive $5,000 annually for her work as the Audit Committee Chairperson. The other three members of the Audit Committee, Gerald J. Pepping, Jim Dingman and Joel Heriford, will all receive $2,000 each for their work on the Audit Committee. Beginning in May of 2017, Kevin Clinton, will receive $14,000 annually for his work on the holding company Board.

A director who is also an employee, such as Mr. Sutherland, does not and will not receive any compensation for his service as a director. Directors have been and will continue to be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Directors are also entitled to protection provided by the indemnification provisions in our bylaws, as well as the protection provided by D & O liability insurance provided by us.

BOA RD LEADERSHIP STRUCTURE

The Company maintains a policy of separating the roles of Chairman of the Board and Chief Executive Officer. Gerald J. Pepping currently serves as Chairman of the Board of the Company, having been first elected to that position by the Company's Board at a meeting held November 17, 2009 , and was effective immediately . The Chairman of the Board is “independent” under the standards established by the corporate governance rules of the NASDAQ Stock Market (the "NASDAQ") and the rules and regulations of the SEC.

The Board of Directors believes that separation of the positions of Chairman of the Board and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, the Board believes that having an independent Chairman creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, the Board of Directors has concluded that having an independent Chairman enhances the effectiveness of the Board as a whole and is an appropriate leadership structure for the Company.


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AUD IT COMMITTEE REPORT

The following report by the Audit Committee (the “Committee”) of the Company’s Board of Directors is required by the rules of the SEC to be included in this Proxy Statement and shall not be considered incorporated by reference in other filings by the Company with the SEC.

The Committee is composed of four independent directors and operates under a written charter adopted by the Board of Directors.

The primary role of the Committee is to assist the Board of Directors in its oversight of (a) the Company’s corporate accounting and reporting practices, (b) the quality and integrity of the Company’s financial statements, (c) the performance of the Company’s system of internal accounting and financial controls, (d) the Company’s compliance with related legal and regulatory requirements, ( e ) the qualifications, independence and performance of the in dependent registered public acc ounting firm (“Auditor”), and (f ) the performance of the Company’s internal audit function. In addition to those primary roles, the Committee also performs other roles and functions as outlined in its charter, including preliminary review of earnings releases and other activities. The Committee also acts as the audit committee for the Company ’s insurance company subsidiary . A more detailed description of the Committee’s roles, functions and activities is set forth in the description of Board committees elsewhere in this Proxy Statement and in the Committee’s charter, which is available on our investor relations website at http://ir.iccholdingsinc.com/ .

The Board of Directors has determined that each of the members of the Audit Committee qualifies as “independent” within the meaning of the NASDAQ Listing Standards and the rules of the SEC. The Board of Directors has further determined that Christine C. Schmitt is an “audit committee financial expert” within the meaning of the SEC rules.

The Committee reviews the internal audit function of the Company, including the independence and authority of its reporting obligations, the proposed audit plans for the coming year and the coordination of such plans with the Auditor. The Company’s Manager of Internal Controls provides the internal audit function, which includes objective assurance services regarding the effectiveness of management’s internal controls and procedures and consulting services designed to add value and improve the organization’s operations. The Committee oversees the Manager of Internal Controls and the overall internal audit function at the Company. To assist with this oversight, the Company ’s Manager of Internal Controls provides an annual risk-based audit plan to the Audit Committee and periodic reports are additionally made to the Committee summarizing results of internal audit activities.

The Committee appoints and annually evaluates the performance of the Company’s Auditor and provides assistance to the members of the Board of Directors in fulfilling their oversight functions of the financial reporting practices and financial statements of the Company. It is not the duty of the Committee, however, to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with U.S. generally accepted accounting principles. The Company’s Auditor is responsible for planning and conducting audits of the financial statements and internal controls over financial reporting; and the Company’s management is responsible for preparing the financial statements, designing and assessing the effectiveness of internal control over financial reporting and determining that the Company’s financial statements are complete and accurate and in accordance with U.S. generally accepted accounting principles and applicable laws and regulations.

The Company’s current independent registered public accounting firm is BKD LLP (“ BKD ”). BKD has been the Company’s independent registered public accounting firm since 2016 and the Audit Committee has selected BKD to be the Company’s independent registered public accounting firm for fiscal 2017 .

The Committee contracts with and sets the fees paid to the independent registered public accounting firm. The fees for BKD’s audit services for the past two fiscal years are set forth on page 1 3 .

Audit fees relate to professional services rendered for the audit of consolidated financial statements of the Company, audits of the statutory financial statements of certain subsidiaries, review of quarterly consolidated financial statements and assistance with review of documents filed with the SEC .

In our fis cal year ended December 31, 2016 , there were no other professional services provided by BKD , other than those listed in the table on page 1 3 , that would have required our audit committee to consider their compatibility with main taining the independence of BKD


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The Committee received reports and reviewed and discussed the audited financial statements with management and the Auditor. The Committee also discussed with the Auditor matters required to be discussed by PCAOB Standard No.16, Communication with Audit Committees. The Committee received from the Company’s Auditor the written disclosures and letter required by the applicable PCAOB requirements for independent registered public accounting firm’s communications with the Audit Committee concerning auditor independence. The Committee discussed with the Auditor that firm’s independence and any relationships that may impact that firm’s objectivity and independence including audit and non-audit fees. Additionally, the Committee promotes the Auditor’s independence by ensuring that the lines of communication are always open and constant between the Auditor and the Committee.

Based on the Committee’s discussion with and review of reports from management, the Company’s I nternal Control Manager and the Company’s Auditor and the Committee’s reliance on the representation of management that the Company’s consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, the Committee recommended to the Board of Directors that the audited financial statements of the Company be included in the Company’s Annual Report on Form 10-K for the fis cal year ended December 31, 2016 , as filed with the SEC.

The foregoing report has been approved by all members of the Audit Committee.

MEM BERS OF THE AUDIT COMMITTEE

Christine C Schmitt (Chair)

James R. Dingman

Joel K. Heriford

Gerald J. Pepping

C OMP ENSATION C OMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2016, the Compensation Committee was composed of Dan Portes, Joel Heriford, Christine Schmitt, and Mark Schwab. None of these persons has at any time been an officer or employee of the Company or any of its subsidiaries. In addition, there are no relationships among our executive officers, members of the Compensation Committee or entities whose executives serve on the Board of Directors or the Compensation Committee that require disclosure under applicable SEC regulations.


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CO MPENSATION DISCUSSION & ANALYSIS

INTR ODUCTION

For 2016, our executive officers were compensated consistent with the design of the programs in place at that time. Specifically, they received annual base salaries and were eligible to receive a discretionary annual bonus up to a maximum of 15% of their base salaries. Executive officers were also eligible for an annual profit-sharing payment, up to a maximum of 15% of their base salaries, based on the achievement of specific company performance goals. Up to 12% of the profit-sharing payment could be made in cash with the other 3% paid into the executives’ individual accounts in the Company’s 401(k) plan. The executive compensation program did not have a long-term incentive compensation component in 2016. The Summary Compensation Table on page 26 provides a summary of compensation for the Chief Executive Officer, the Chief Financial Officer, as well as the next two highly-compensated executive officers for 2016 .

Given our growth strategy and where we are in our business life-cycle, in early 2017 the Compensation Committee engaged an independent compensation consultant to review our executive compensation levels and structure and help develop a new executive compensation philosophy and program to ensure that total direct compensation is closely tied to the achievement of Company performance measures that focus on our growth strategy and drive shareholder value creation. This report provides an overview of our executive compensation program which will be put in place for 2017.

WHAT GUID ES OUR NEW EXECUTIVE COMPENSATION PROGRAM

The following summarizes the guidelines, decision-making process and structure of our executive compensation program effective January 1, 2017.

Our Compensation Ph ilosophy and Guiding Principles

The philosophy underlying our executive compensation program is to attract, retain and motivate strong leadership to drive ICC’s business strategy and goals. Our executive compensation program is grounded in the following guiding principles:

Pay for performance : A portion of an executive’s total compensation should be variable and dependent upon the attainment of certain specific and measurable annual and/or long-term business performance objectives.

Competitiveness : Our initial goal is to target total direct compensation opportunities between the market 25 th percentile and the market median (or above with requisite performance) to ensure that compensation is at a level that is appropriate relative to that being offered to individuals holding comparable positions at other companies with which we compete for business and leadership talent. As we reach our goals of profitable growth, we will re-evaluate our competitiveness and may decide to pay above the 25 th percentile to median range.

Shareholder alignment : Executives should be compensated through pay elements (base salaries, annual- and long-term incentives) designed to create long-term value for our shareholders, as well as foster a culture of ownership.

The Role of the Compensation Committee

The primary oversight of the Company’s executive compensation program rests with the Compensation Committee of the Board of Directors (“the Compensation Committee”). The Compensation Committee is comprised entirely of independent directors. It is the responsibility of the Compensation Committee to determine whether, in its judgement, our executive compensation program, practices and policies are reasonable and appropriate, reflect our compensation philosophy and effectively serve in the best interests of our shareholders and our Company.


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The Role of the Chief Executive Officer.

The Compensation Committee makes all decisions about the compensation of our executive officers. The Chief Executive Officer provides the Compensation Committee with an assessment of the performance of the executive officers other than himself and compensation recommendations for the executive officers other than himself ― he does not play any role with respect to any matter impacting his own compensation.

The Role of the Independent Compensation Consultant

The Compensation Committee periodically engages consultants to independently review our executive compensation program, practices and policies. In 2017, the Compensation Committee engaged Pearl Meyer & Partners (“Pearl Meyer”), an independent executive compensation consulting firm, to review our executive compensation levels and structure. Pearl Meyer also assisted the Compensation Committee in developing new performance-based incentive plans for executive officers.

The Role of Competitive Positioning

The Compensation Committee, with the support of its independent compensation consultant, periodically reviews salary levels relative to the compensation of executive officers of similarly-sized property and casualty insurance companies. In these reviews, the Compensation Committee primarily relies on publicly-available survey data, as there are few similarly-sized publicly-traded property and casualty insurance companies which can be used as comparators for executive compensation benchmarking purposes; however, peer company data is used as supplemental reference information by the Committee.

In early 2017, Pearl Meyer’s review and analysis of our executive compensation levels and structure determined that the base salaries and total cash compensation opportunity of ICC’s executive officers, in aggregate, fell below market competitive levels and were more aligned with the 25 th percentile of the market. Until such time that the Company grows significantly, we feel it is prudent to take a conservative approach towards executive compensation; however, the decision was made to adjust executive salaries in recognition of the contributions made to the conversion process and additional responsibilities our executives will take on in relation to operating as a public company.


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OVERV IEW OF EXECUTIVE COMPENSATION

OBJEC TIVES

The objective of the Company’s executive compensation program is to provide a competitive total executive compensation program linked to Company performance that will attract, retain and motivate talented executives critical to the Company’s long-term success.

ELEM ENTS OF COMPANY EXECUTIVE COMPENSATION

Our compensation philosophy is supported by the following principal compensation elements:

(a)

Base salary : Base salaries are based on a blend of factors, including market data for the role, individual contributions and experience, performance and internal equity.

(b)

Annual incentive s: Annual incentive opportunities focus executives on achieving annual financial and strategic goals that drive long-term shareholder value. Award opportunities are based on an executive’s role within the Company. Performance is assessed relative to a combination of Company and individual performance goals. Pre-determined Company performance measures and threshold, target and maximum performance levels are approved at the beginning of the calendar year by the Compensation Committee based on ICC’s annual business plan and consistent with market practice.

(c)

Long-term incentives: Long-term incentives are not currently used but will be designed in the future to motivate executives to execute on longer-term financial and strategic growth goals that drive shareholder value creation and support the Company’s retention strategy. It is anticipated that executives will be eligible to receive regular long-term incentive award grants in the form of cash and/or equity, as approved by the Compensation Committee. Actual awards will vest over a three-year period based on the achievement of pre-determined, financial or operational performance goals at the end of a defined performance period.

Other Benefits and Perquisites

Our executive officers participate in the same broad-based benefit programs that are generally available to all other employees, including health, dental, disability and life insurance programs, a Company match on contributions to the 401(k) plan, and participation in the Employee Stock Ownership Plan (“ESOP”) implemented in 2017. The Company also provides nominal perquisites and supplemental benefits such as country club membership dues and supplemental insurance benefits to several of its executive officers, based on business needs.

The Company provides our President and CEO with a deferred compensation arrangement through which he is eligible to receive defined levels of benefits based on his age and service at the time of his retirement from the Company.

OTHER PR ACTICES AND POLICIES

Tax and Accounting Matters

Section 162(m) of the Internal Revenue Code of 1986, enacted as part of the Omnibus Budget Reconciliation Act of 1993, generally disallows a tax deduction to public companies for compensation over $1,000,000 paid to the Chief Executive Officer and the other three most highly-compensated executive officers, other than the Chief Financial Officer. Under IRS regulation, qualifying performance-based compensation will not be subject to the deduction limit if certain requirements are met. The Compensation Committee expects to continue to monitor the application of Section 162(m) to executive compensation and will take appropriate action if it is warranted in the future.

We also operate our executive compensation program with the intention of complying with Section 409A of the Internal Revenue Code of 1986.


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Employment Agreements

The President and CEO has an employment agreement and a non-compete agreement with the Company; none of the other executive officers is currently under an employment agreement. All of our executive officers have non-disclosure and change-in-c ontrol agreements which include a non-compete agreement.

Compensation Committee Inte rlocks and Insider Participation

EX ECUTIVE MANAGEMENT

EXECU TIVE OFFICERS

The Compensation Discussion & Analysis provides information about the fiscal 201 6 compensation programs for our executive officers who, in 2016 , were:



Name	Age	Position with Company	Executive Officer Since
Arron K. Sutherland	48	President and Chief Executive Officer	2006
Michael R. Smith	49	Vice President and Chief Financial Officer	2016
Norman D. Schmeichel	47	Vice President and Chief Information Officer	2011
Howard Beck	57	Vice President and Chief Underwriting Officer	2016
Julia B. Suiter	49	Chief Legal Officer	2016


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EX ECUTIVE COMPENSATION

SUMM ARY COMPENSATION TABLE


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation (1) ($)	Total ($)
Arron K. Sutherland	2016	320,099	47,700	—	—	31,800	(20,267)	18,988	398,320
President and Chief Executive Officer

Michael R. Smith	2016	153,077	19,000	—	—	18,369	—	8,121	198,567
Vice President and Chief Financial Officer

Norman D. Schmeichel	2016	171,769	8,250	—	—	20,612	—	7,971	208,603
Vice President and Chief Information Officer

Howard Beck	2016	126,077	11,500	—	—	15,129	—	9,729	162,435
Vice President and Chief Underwriting Officer

Julia B. Suiter	2016	127,500	6,000	—	—	15,300	—	7,500	156,300
Chief Legal Officer

(1)

The following table identifies and quantifies each item of compensation included in the All Other Compensation column for 2016:


Name	Year	Country Club Membership Dues	Fitness Subsidy Reimbursement	Matching Contributions to Retirement Plan	Life, AD & D, STD, LTD Insurance Premiums	Long-term Care Premiums	Supplemental Disability	Total All Other Compensation Footnote (1)
Arron K Sutherland	2016	3,159	—	10,600	1,180	3,372	677	18,988
Michael R. Smith	2016	716	—	6,533	872	—	—	8,121
Norman D. Schmeichel	2016	—	—	7,051	920	—	—	7,971
Howard Beck	2016	1,441	—	5,253	754	2,281	—	9,729
Julia B. Suiter	2016	—	333	5,284	763	1,120	—	7,500

BOA RD’S ROLE IN RISK OVERSIGHT

The Board’s risk oversight is accomplished both at the full Board level and through its committee structure. The full Board discusses and considers risk management issues at each of its meetings. The Board will adjust its practices with respect to risk management oversight when it determines it needs to do so and will involve itself in particular areas or business circumstances where its proper exercise of oversight demands it. The Board’s role in risk oversight is consistent with the Company’s leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and the Board and its committees providing oversight in connection with these efforts.

The individual Committee responsibilities with respect to risk oversight are included in their respective Charters. The Enterprise Risk Management Committee consists of Messrs. Sutherland (Committee Chairman), Burgess, Portes, and Schwab. The purpose of the Enterprise Risk Management Committee is to review and make recommendations to the Board with respect to financial, reputational and other issues and risks of the company. In particular, the Enterprise Risk Management Committee works to:


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review investment policies, strategies, transactions and performance; and

conduct an annual enterprise risk management review and assessment of proposed strategic plans and initiatives.

SHARE HOLDER PROPOSALS

Any shareholder who desires to submit a proposal for inclusion in the proxy materials relating to our 2018 Annual Meeting of Shareholders in accordance with the rules of the SEC must submit such proposal in writing, addressed to ICC Holdings, Inc. at 225 20 th Street, Rock Island, Illinois 61201, Attn: Secretary, no later than December 15, 2017.

In accordance with the Company’s bylaws, a shareholder who desires to propose a matter for consideration at an annual meeting of shareholders, even if the proposal is not submitted by the deadline for inclusion in our proxy materials, must comply with the procedures specified in the Company’s bylaws, including providing notice thereof in writing, delivered or mailed by first-class United States mail, postage prepaid, to the Secretary of the Company, not less than 60 days nor more than 90 days prior to the anniversary date of the previous year’s annual meeting. For the 2018 Annual Meeting of Shareholders, this period will begin on February 22, 2018, and end on March 24, 2018.

In accordance with the Company’s bylaws, a shareholder who desires to nominate candidates for election to the Board must comply with the proceeding specified in the bylaws, including providing proper notice of the nomination in writing, delivered or mailed by first-class United States mail, postage prepaid, to the Secretary of the Company not less than 60 days nor more than 90 days prior to the anniversary date of the previous year’s annual meeting. For the 2017 Annual Meeting of Shareholders, this period will begin on February 22, 2018, and end on March 24, 2018.

If the shareholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Securities Exchange Act of 1934, as amended, proxy holders may exercise discretionary voting authority under proxies that we solicit to vote in accordance with their best judgment on any such shareholder proposal or nomination.

OT HER BUSINESS

The Board of Directors knows of no other business to be presented at the Annual Meeting; however, if any other matters do properly come before the meeting, it is intended that the persons appointed as proxies will vote in accordance with their best judgment.

It is important that proxies be voted promptly so the presence of a quorum may be assured well in advance of the Annual Meeting, thus avoiding the expense of follow-up solicitations. Accordingly, even if you expect to attend the Annual Meeting, you are requested to vote your proxy in one of the manners described on page 1 of this Proxy Statement.

By Order of the Board of Directors

/s/ Gerald J. Pepping

Gerald J. Pepping

Chairman of the Board

Rock Island , Illinois

April 1 3 , 2017


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INVES TOR INFORMATION

ANNU AL SHAREHOLDERS MEETING

The 2017 Annual Meeting o f Shareholders will be held at 8 a .m., CDT, on May 23 , 201 7 , at the corporate offices of ICC Holdings, Inc., 225 20 th Street, Rock Island, Illinois, 61204.

INTE RNET VOTING

As a convenience, ICC Holdings, Inc. shareholders may vote th eir proxies via the Internet at w ww.proxypush.com/ICCH . Ins tructions are in your proxy card that you receive.

SHARE HOLDER INQUIRIES

Shareholders of record with requests concerning individual account balances, stock certificates, dividends, stock transfers, tax information or address corrections should contact the Company’s transfer agent and registrar:

Philadelphia Stock Transfer, Inc.
2320 Haverford Rd., Suite 230
Ardmore, PA 19003
Phone: 866-223-0448
Fax: 484-416-3597
http://www.philadelphiastocktransfer.com/

CONT ACTING ICC HOLDINGS, INC.

For investor relations requests and management’s perspective on specific issues, contact Investor Relations, Attn: Julia Suiter, Esquire, 225 20 th Street, Rock Island, Illinois 61201.

ICC O N THE WEB

Our corporate website is www. ilcasco .com (Information on the website is not incorporated by reference into this Proxy Statement.)


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APPENDIX A

ICC HOLDINGS, INC.

2016 STOCK INCENTIVE PLAN

A R T I C L E 1. P U RP O S E OF THE P L AN; TY P ES OF A W A R DS

1.1 P u r pos e . The I C C Holdin g s, I n c . 2016 S to c k I n ce ntive P l a n, eff e c tive a s of Fe b r u a r y

28, 2017, is int e nd e d to p r ovide s e l ec t e d e mpl o y e e s a nd non -e mpl o y e e di r e c to r s of I CC Holdin g s, I n c . ( the “ C o r p o ra tion ” ) a nd its S ubsidi ar i e s (a s h e re in a f t e r d e f in e d) with a n oppo r tuni t y to ac qui r e C ommon S to c k of the C o r po ra tion. The P l a n is d e s i g n e d to h e lp the C o r po ra tion a tt rac t, r e t a i n, a nd motiv a te e mpl o y e e s a nd non -e mpl o y e e di r ec to r s to m a ke subst a nti a l c ont r ibutions to the su cce ss of the C o r po ra tion ’ s busin e ss a nd t he busin e ss e s of its S ubsidi ar i e s. Aw ar ds m a de und e r the P l a n a r e b a s e d upon, a mo n g oth e r th i n g s, a p ar ti c ip a nt ’ s l e v e l of re sponsibili t y a n d p erf o r m a n c e within the C o r po ra tion a nd its S ubsidi ar i e s.

1.2 Autho r i z e d P l a n Aw ar ds . I n ce ntive S to c k Option s , Nonqu a li f i e d S to c k Options, a nd

R e st r i c t e d S to c k m a y b e a w ar d e d within the limi t a tions of the P l a n h ere in d e s cr ib e d.

ARTICLE 2. DEFINITIONS

2.1 “ A g r e e m e nt .” A w r itt e n or e l ec t r on i c a g r ee m e nt b e tw ee n the C o r p o ra tion a nd a P ar ti c ip a nt e vid e n c i n g a n A war d. A Pa r ti c ip a nt m a y b e issu e d one o r mo r e Ag ree m e n t s f r om time to tim e , ref l ec ting o ne or mo r e A w ar ds.

2.2 “ Aw a r d .” An a w ar d o f a S to c k Option, R e st r i c t e d S to c k, or R e st r i c t e d S to c k Units.

2.3 “ B e n ef it P l a ns .” The m e a ning s e t f o r th in S ec tion 2.5 (a )

2.4 “ B o a r d .” T h e B o ar d of Di rec to r s of t h e C o r po ra t ion.

2.5 “ C h a nge in C ont r ol .” E x ce pt a s oth e r wise p r ovid e d in a n Ag ree m e nt, the f i r st to o cc ur of a n y of the f ollowing e v e nts:

(a ) a n y “ P er son” (a s su c h t e r m is us e d in S ec tions 13 ( d) a nd 14 ( d) o f the E x c h a nge A c t ) , e x ce pt f or a n y of t h e C o r po ra tion ’ s e mpl o y e e b e n ef it pl a ns, or a n y e n ti t y holdi n g the C o r po ra tion ’ s voting s ec u r iti e s f o r , or pu r s u a nt to, the t er ms of a n y su c h p l a n ( or a n y t r ust f o r ming a p ar t th e re o f ) ( c oll ec tiv e l y , the “ B e n ef it P l a ns ”) , is or b ec om e s t h e b e n ef i c i a l own e r , di rec t l y o r indi rec t l y , of t he C o r po ra tion ’ s s e c u r iti e s re p r e s e nti n g 25% or m o r e of the c ombin e d voting pow e r of the C o r p o ra tion ’ s th e n outst a nding s e c u r iti e s oth e r th a n p u r su a nt to a t ra ns a c tion e x ce pt e d in C l a use ( b );

( b) the sh are hold e r s of the C o r po ra tion a pp r o v e a m e r g e r , c onsolid a tion, or ot h e r re o r g a ni z a tion of the C o r po ra tion, unl e ss:

( i) und e r the t er ms of t h e a g ree m e nt p r ovidi n g f o r su c h m e r g e r , c onsolid a tion, or re o r g a ni z a tion, the sh a r e hold er s of the C o r po r a tion imm e di a t e l y b e f o r e s u c h m er g er , c onsolid a tion, or re o r g a n i z a tion, will own, di rec t l y or indi r ec t l y imm e di a t e l y f ollowi n g su c h m e r g er , c onsolid a tion, or re o r g a ni z a tion, a t l ea st 50.1% of the c ombin e d voting pow e r of the outst a ndi n g voting s ec u r iti e s of the C o r po ra tion re sulti n g fr om su c h m e r g er , c onsolid a tion, or re o r g a n i z a tion ( the “ S u r viving C o r po ra tion ” ) in subst a nti a l l y the s a me p r opo r tion a s th e ir own e r ship of the voting s ec u r iti e s imm e di a t e l y b ef o r e s u c h m e r g e r , c onsolid a tion, or re o r g a n i z a tion;

( ii) und e r the t er ms of t h e a g ree m e nt p r ovidi n g f o r su c h m e r g e r , c onsolid a tion, or re o r g a ni z a tion, the individu a ls who w e r e m e mb er s of the B o ar d imm e di a t e l y p r ior to the e x ec ution of su c h a g r ee m e nt will c onstitute a t l ea st a m a jo r i t y o f the m e mb er s of the

bo ar d of di r e c to r s of the S u r viving C o r po ra tion a f t e r su c h m e r g er , c onsoli d a tion, or re o r g a ni z a tion; a nd


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( iii) b a s e d on the t er ms of t h e a g ree m e nt p r oviding f or su c h m e r g er , c onsolid a tion, or re o r g a n i z a tion, no P er son ( oth e r th a n ( A) the C o r p o ra tion or a n y S ubsidi a r y of the C o r p or a tion, ( B ) a n y B e n ef it P l a n, ( C ) the S u r viving C o r po ra tion or a n y S ubsidi a r y o f the S u r viving C o r po ra tion, or ( D) a n y P er son who, im m e di a t e l y p r ior to su c h m e r g er , c onsolid a tion, or re o r g a ni z a tion h a d b e n ef i c i a l own e r ship of 25% or mo r e of the th e n outst a n d ing voting s ec u r iti e s) will h a ve b e n e f i c i a l own e r s hip of 25% or mo r e of the c ombin e d v o ting pow e r of the S u r viving C o r po r a tion ’ s th e n o u tst a nding voting s ec u r iti e s;

(c ) a pl a n of liquid a tion or dissolution of the C o r po ra tion, oth e r th a n pu r su a nt t o b a nk r upt c y or insolv e n c y l a ws, is a dopt e d; or

( d) du r ing a n y p er iod of two c ons ec utive y e ar s, individu a ls, who a t the b e g inn i ng of su c h p er iod, c onstitut e d the B o a r d c ea se f or a n y r e a son to c onstitute a t l ea st a m a jo r i t y o f the B o ar d un l e ss the e l e c tion, or the nomin a tion f or e l ec tion b y t h e C o r po ra ti o n ’ s sh are hold e r s, of eac h n e w di r e c tor w a s a p p r ov e d b y a vote o f a t l e a st two - thi r ds of the di rec t o r s th e n still in o ff i c e who w e r e di rec to r s a t the b e g inni n g of the p er iod.

Notwithst a nding C l a use ( a) , a C h a n ge in C ont r ol sh a ll not be d ee m e d to h a ve o cc u r re d if a P er son b ec o m e s the b e n ef i c i a l own e r , di r e c t l y o r indi rec t l y , of the C o r p o ra tion ’ s s ec u r iti e s re p re s e nting 2 5 % or mo r e of the c ombin e d voti n g pow e r of the C o r p o ra ti o n ’ s th e n outst a nding s ec u r iti e s sol e l y a s a re s u l t of the C o r po ra tion ’ s a c quisition of its vo t ing s e c u r iti e s th a t, b y re du c i n g the numb e r of s h are s outst a ndi n g , in c r e a s e s the p r opo r tion a te n u mb e r of sh a r e s b e n ef i c i a l l y ow n e d b y s u c h P er son to 25% or mo r e of the c ombin e d voti n g pow e r of the C o r po ra tion ’ s th e n outst a nding s e c u r iti e s; p r ovid e d, how e v er , t h a t if a P er s on b ec om e s a b e n ef i c i a l ow n e r of 2 5 % or mo r e of the c ombin e d voting pow e r of the C o r p o ra tion ’ s th e n outst a nding s ec u r iti e s b y rea son of s h ar e p u rc h a s e s b y the C o r po r a tion a nd sh a ll, af t e r su c h s h ar e pu rc h a s e s b y t h e C o r po r a tion, b ec ome the b e n ef i c i a l own er , di r ec t l y or indi rec t l y , of a n y a ddition a l voting s ec u r iti e s of the C o r po r a tion ( oth e r th a n a s a re sult of a s t o c k split, sto c k divid e nd, or simil a r t ra ns ac tion ) , th e n a C h a n ge in C ont r ol of the C o r po ra tion sh a ll be d ee m e d to h a ve o c c u r r e d with re sp e c t to su c h P er son und e r C l a use (a) . I n no e v e nt s h a ll a C h a nge in C ont r ol of the C o r po ra tion be d ee m e d to o cc ur u n d e r C l a use ( a ) b y vi r tue o f B e n ef it P l a n ’ s ac quisition of the C o r po r a tion ’ s s ec u r iti e s.

2.6 “ C od e .” The I nt er n a l R e v e nue C ode of 1986, a s a m e nd e d.

2.7 “ C ode of C ondu c t .” T h e poli c i e s a nd p r o c e du re s re l a t e d to e mpl o y m e nt of Empl o y ees or Non - Empl o y e e Di rec t o r s s e t f o r th in the C o r p o ra tion ’ s e mpl o y e e h a nd b ook or a n y simil a r do c um e nt, a s a m e n d e d a nd upd a t e d fr om time to tim e . The t er m “ C ode o f C ondu c t” sh a ll a lso in c lude a n y oth e r poli c y or p r o ce d u r e th a t m a y b e a dopt e d b y the C o r po ra t i on or a S ubsidi a r y

a nd c ommuni ca t e d to E mpl o y ee s a nd/or Non - E mpl o y e e Di rec t o r s.

2.8 “ C ommitt ee .” The C omp e ns a tion C ommitt e e of the B o a r d whi c h C ommitt e e sh a ll be c ompos e d of two or mo r e m e mb er s of the B o ar d, a ll of whom ar e (a ) “ non - e mpl o y e e di r e c to r s” a s su c h t er m is d ef in e d u nd e r the r ul e s a nd r e g u l a tions th a t the S ec u r iti e s a nd E x c h a n g e C ommission m a y a dopt f r om time to time pu r su a nt to S ec tion 16 ( b) of the E x c h a n g e A c t,

( b) “ outside di r e c to r s” w i thin the m ea ning of C o d e S ec tion 162 ( m ) , a nd ( c ) ind e p e nd e nt und e r a n y a ppli ca ble sto c k listing a g ree m e nt with, or r u l e s o f , a n y e x c h a n ge or e l ec t r onic t r a ding s y st e m. The B o a r d m a y fr om time to time re move m e mb er s f r om, or a dd m e mb er s to, the C ommitt ee . The B o ar d s h a ll f ill a ll v aca n c i e s on t he C ommitt ee , ho we v e r ca us e d.

2.9 “ C ommon S to c k .” The c ommon sto c k of the C o r po ra tion ( p a r v a lue $0.01 p e r sh a r e ) a s d e s cr ib e d in the C o r p o ra tion ’ s A r ti c l e s of I n c o r po ra tion, or su c h oth e r s t o c k a s sh a ll be substitut e d th eref o r .

2.10 “ C ontinuous S er vi ce .” A P ar ti c ip a nt ’ s s er vi c e with the C o r po ra tion or a S u bsidi a r y , wh e th e r a s a n Empl o y e e or Di rec to r , is not int e r r u pt e d or t er min a t e d. A Pa r ti c ip a nt ’ s C ontinuous S er vi c e sh a ll not be d ee m e d to h a v e t e r min a t e d m ere l y b eca u s e of a c h a n ge in the ca p a c i t y in whi c h t h e P a r ti c ip a nt re nd er s s er vi c e t o the C o r po ra tion or a S u bsidi a r y a s a n Empl o y e e o r Di r e c tor or a c h a n ge in the e nti t y f or whi c h the P ar ti c ip a nt r e n d er s su c h s e r vi ce, p r ovid e d th a t th er e is no int err uption or t er min a tion of the P ar ti c ip a nt ’ s C o ntinuous S er vi ce ; p r ovid e d f u r th e r th a t if a n y A w ar d is subj ec t to C ode S ec tion 409A, this s e nt e n c e sh a ll on l y be g iv e n ef f ec t to the e x t e nt c onsist e nt with C ode S ec tion 409A. The C ommit t e e or its d e l e g a t e , in its sole dis cre tion, m a y d e t er mine wh e t h e r C ontinuous S er vi c e sh a ll be c o n sid ere d int err up t e d in the ca se o f a n y l e a ve of a bs e n c e a p p r ov e d b y th a t p ar t y , i n c luding si c k l ea v e , mil i t a r y l e a v e , or a n y ot h e r p e r son a l or f a m i l y l ea ve o f a bs e n ce.


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2.11 “ C o r po ra tion .” I C C Ho l din g s, I n c ., a P e nn s y lv a n ia c o r po r a tion.

2.12 “ Dis a bili t y .” “ P er m a n e n t a nd tot a l d i s a bili t y ” (a s d ef in e d in C ode S ec tion 22 (e)( 3 )) .

2.13 “ Divid e nd Equiv a l e nts .” The m ea ni n g s e t f o r th in S ec tion 9.6 (c) .

2.14 “ Empl o y e e .” A n y indiv i du a l who is e mpl o y e d a s a c ommon l a w e mpl o y e e b y the C o r po ra tion or a S ubsidi a r y on a s a l ar i e d or ho u r ly b a sis a nd with re sp e c t to whom the C o r po ra tion or the S ubsidi a r y is r e qui re d to with h old t a x e s fr om re mun era t ion p a id to su c h Empl o y e e b y t h e C o r po r a tion or S ubsidi a r y f o r p e r son a l s er vi c e s re n d ere d t o the C o r po ra tion, in c luding a n y o f f i c e r or d i rec tor who s h a ll so qu a li f y . I f a n individu a l is not c onsid ere d to be a n Empl o y e e in acc o r d a n c e with t he p rece di n g s e nt e n c e f or a P l a n Y e ar , a s u bs e qu e nt d e t er min a tion b y the C o r p o ra tion, a n y g ov e r nm e nt a l a g e n c y , or a c ou r t th a t the individu a l is a c ommon l a w e mpl o y e e of the C o r p o r a tion, e v e n if su c h d e t e r min a tion is a ppli ca ble to p r ior y e ar s, will not

h a ve a r e t r o a c tive e f fec t f or pu r pos e s of e li g ibili t y to p ar ti c ip a te in the P l a n.

2.15 “ E x c h a nge A c t .” The Se c u r iti e s E x c h a nge A c t of 1934, a s a m e nd e d.

2.16 “ Fa ir M ar k et V a lu e .” T h e Fa ir M ar k e t V a lue of a sh ar e of C ommon S to c k m ea ns:

(a ) I f the C ommon S to c k is l ist e d on a n e st a blish e d s e c u r iti e s m ar k e t

( within the m ea ning o f C ode S ec tion 409A ) , the F a ir M ar k e t V a lue p e r sh a r e of the C ommon S to c k sh a ll be the c losing s a le p r i c e f or su c h a sh a r e on the re l e v a nt d a y . I f no s a le of C ommon S to c k h a s o cc u r re d on t h a t d a y , the F a ir M ar k e t V a lue sh a ll be d e t e r min e d b y r ef e re n c e to su c h p r i c e f or t h e n e x t p rece d i ng d a y on whi c h a s a le o cc u r r e d.

( b) I n the e v e nt th a t the C o m mon S to c k is not t ra d e d on a n e st a blish e d s ec u r iti e s m ar k e t ( within the m ea ni n g of C ode S e c tion 409A ) , th e n the Fa i r M ar k e t V a l u e p e r sh ar e of C ommon S to c k will be the p r i c e th a t the C ommitt e e e st a blish e s in g ood f a ith b y a ppli ca tion of a r ea son a b le v a lu a tion m e thod ( within the m ea ning o f C ode S ec tion 409A ) .

(c ) Notwithst a nding the f o r e g oi n g , ( i) in the e v e nt of a n y c h a n ge in l a w or int er p re t a tion of l a w, i n c luding but not limit e d to C ode S ec tion 409A a nd the r e g ul a tions a nd g uid a n c e p r omu l g a t e d t h ere und e r , the Fa ir M a r k e t V a lue sh a ll be d e t er min e d in acc o r d a n c e with su c h l a w or int er p re t a ti o n of l a w a nd ( ii) in c on n e c tion with d e t er mining t h e Fa ir M ar k e t V a lu e , the C ommitt e e m a y use a n y sou r c e th a t it d ee ms r e li a bl e ; a nd its d e t er min a tion sh a ll be f in a l a nd binding on a ll a f fec t e d individu a ls, a bs e nt c l ea r e r r o r .

2.17 “ I n ce ntive S to c k Option . ” A S to c k Option int e nd e d to s a tis f y the re qui r e m e nts of

C ode S ec tion 422 ( b ) .

2.18 “ Non - Empl o y ee Di rec t or .” A m e mb e r o f the B o a r d, or a n y oth e r bo d y p er f o r ming the f un c tion of a bo a r d of di r ec to r s, who is not a n E m pl o y e e .

2.19 “ Nonqu a li f i e d S to c k Op t ion .” A S to c k Option whi c h do e s not s a tis f y t h e r e qui re m e nts of C ode S ec tion 422 ( b ) .

2.20 “ Option ee .” A P ar ti c ip a nt who is a w ar d e d a S to c k Option pu r su a nt to the p r ovisions of the P l a n.

2.21 “ P ar ti c ip a nt .” An Empl o y e e or No n - Empl o y e e D i rec tor to whom a n Aw a r d h a s b ee n m a de a nd r e m a ins outst a ndin g .

2.22 “ P erf o r m a n c e C r it e r i a .” A n y obj e c tive d e t e r min a tion b a s e d on one or mo r e of the f ollowing a rea s o f p e r f o r m a n c e of the C o r p o ra ti o n, a S ubsidi a r y , o r a n y d i vision, d e p ar tm e nt, or g r oup o f e ith er : ( a ) g r oss or n e t e a r nin g s o r in c om e , ( b) ca sh f low, ( c ) g r oss or n e t re v e nu e,

( d) f in a n c i a l ra tios, ( e ) m ar k e t p e rf o r m a n ce , ( f ) s h are hold e r re tu r n, ( g ) op e r a ting in c ome o r p r o f its ( in c luding ear ni n gs b ef o r e o r af t e r int ere st, t a x e s, d e p rec i a tion, a nd a mo r ti z a tion ) ,

( h) b a sic or dilut e d ear n i n g s p e r sh a r e , ( i) r e tu r n o n a ss e ts, ( j) re t u r n on e q u i t y , ( k) r e tu r n on inv e stm e nt, ( l) sto c k p r i c e ( in c luding g r oss m ea s u re s a nd tot a l sh a r e hold e r re tu r n ) , ( m) b u d g e t or e x p e nse m a n a g e m e nt, ( n ) s y st e ms c on v er sion, ( o) sp ec i a l p r oj e c ts a s the C ommitt e e m a y d e t er min e , ( p) i n cr e a s e s i n book v a lu e , ( q) e nt er p r i se v a lu e ,


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( r ) m a r g ins, ( s ) c ombin e d ra tio, ( t) re tu r n on su r plus, ( u) r isk c ont r ol ( E R M ) , a nd ( v ) a c quisition int e g ra tion initi a tiv e s. The C ommitt e e sh a ll e st a bli s h the a ppli ca ble P e r f o r m a n c e C r it er i a p r ior to the issu a n c e of a P erf o r m a n c e A w ar d.

2.23 “ P erf o r m a n ce G o a l .” O n e or mo r e g o a ls th a t the C ommitt e e m a y e st a blis h , with re sp ec t to a n Aw a r d int e nd e d to c onstitute a P erf o r m a n c e A w ar d, t h a t re l a t e to one or mo r e P erf o r m a n c e C r it er i a . T he C ommitt e e m a y sp e c i f y a p er iod of time to wh i c h a P erf o r m a n c e G o a l m a y re l a t e . The t e r ms of t he a ppli ca ble P e rf o r m a n c e G o a l ( s) s h a ll be s e t f o r th in a n a ppli ca ble A g r ee m e nt a t the time the re l a t e d P e r f o r m a n c e A w ar d is m a d e.

2.24 “ P erf o r m a n ce A w ar d . ” An Aw ar d, t h e v e sting o r rece ipt without re st r i c tion of whi c h is c ondition e d on the s a tis fac tion of one o r mo r e P erf o r m a n c e G o a ls.

2.25 “ P l a n .” The I C C Holdi n g s, I n c . 2016 S to c k I n c e n tive P l a n.

2.26 “ R e st r i c t ed A w ar d .” An Aw ar d of R e st r i c t e d S to c k or of R e st r i c t e d S to c k Units.

2.27 “ R e st r i c t ed S to c k .” An Aw ar d of C ommon S to c k pu r su a nt to the p r ovisions of the P l a n, whi c h a w a r d is subj ec t to su c h re st r i c tions a nd oth e r c onditions, a s the C ommitt e e m a y sp ec i f y a t the time of s u c h a w ar d a nd s e t f o r th in a n a ppli ca ble A g r ee m e nt.

2.28 “ R e st r i c t e d S to c k Unit .” An Aw ar d o f h y poth e ti c a l C ommon S to c k units p u r su a nt to the p r ovisions of the P l a n, whi c h a w a r d is subj ec t to su c h re st r i c tions a nd o t h e r c onditions, a s the C ommitt e e m a y sp ec i f y a t the time of su c h a w ar d .

2.29 “ S ec u r iti es A c t . ” The Se c u r iti e s A c t of 1933, a s a m e nd e d.

2.30 “ S to c k Option ” or “ Opt i on .” An Aw a r d of a r i g h t to pu rc h a se C ommon S to c k pu r su a nt to the p r ovisions of the P l a n.

2.31 “ S ubsidi a r y . ” A subsidi a r y c o r po r a tion, a s d ef in e d in C ode S ec tion 424 (f) , th a t is a subsidi a r y of a r e l e v a nt c o r po ra tion.

2.32 “ S u r viving C o r po r a tion .” The m ea ni n g s e t f o r th in S ec tion 2.5 ( b ) .

2.33 “ T er min a tion or Dismiss a l F or C a u s e .” “ T er min a tion of Dismiss a l F or C a us e ” sh a ll h a ve the m e a ning a s cr i b e d to su c h t er m ( or a simil a r t er m) s e t f o r th in a n a p pli ca ble

e mpl o y m e nt, s e v era n ce , or oth e r simil a r a g r ee m e nt b e tw ee n a n individu a l a nd the C o r po ra tion or a S ubsidi a r y , o r if no su c h a g ree m e nt e x ists, the C o r po ra tion ’ s or S ubsidi a r y ’ s t e r min a tion or dismiss a l of a P ar ti c ip a nt af t er :

(a ) a n y g o v er nm e nt r e g ul a t or y a g e n c y r e c omm e nds or o r d er s in w r iting th a t t h e C o r po ra tion or a S ubsidi a r y t er min a te the e mpl o y m e nt of su c h Empl o y e e o r dismiss him or h e r of his or h e r duti e s;

( b) su c h Empl o y e e or No n - E mpl o y e e Di rec t o r is c on v i c t e d of or e n t er s a pl e a o f g uil t y o r nolo c ont e nd e r e to a fe lo n y , a c r ime of f a ls e hood, or a c r ime involving f r a ud or mo r a l tu r pitud e , or the ac t u a l in car c e r a tion of the Emplo y e e or No n - Empl o y e e D i rec tor f o r a p er iod of

45 c ons ec utive d a y s;

(c ) in the ca se of a n Empl o y ee , the C ommitt ee’ s d e t e r min a tion th a t su c h Empl o y e e will f ul l y fa il e d to f ollow the l a w f ul inst r u c tions of the B o a r d or a n y o ff i c e r of the C o r po ra tion or a S ubsidi a r y af t e r s u c h E mpl o y e e ’ s r e ce ipt of w r i t t e n noti c e of su c h inst r u c tions, oth e r th a n a fa ilu r e r e sulting f r om the E m pl o y e e ’ s in ca p ac i t y b eca use o f a Dis a bili t y ;

( d) the C ommitt ee’ s d e t er min a tion th a t the will f ul or c ontinu e d fa ilu r e b y s u c h Empl o y e e o r Non - Empl o y e e Di r e c tor to subst a nti a l l y a nd s a tis fac to r i l y p e r f o r m his duti e s with the C o r po ra tion or a S u b sidi a r y ( ot h e r th a n a n y su c h fa ilu r e re sulting fr om the Empl o y e e’ s or Non - Empl o y e e Di r ec to r ’ s Dis a bili t y ) , within a r ea son a ble p er iod of time a f t e r a d e m a nd f or subst a nti a l p erf o r m a n c e or noti c e of l a c k of subst a nti a l or s a tis fac to r y


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p er f o r m a n c e is d e liv e re d to the Empl o y e e o r Non - Empl o y e e Di r e c to r , whi c h d e m a nd id e nti f i e s the m a nn e r in whi c h the Empl o y e e o r Non - Empl o y e e Di r e c tor h a s not sub s t a nti a l l y or s a tis f ac to r i l y p erf o r m e d his o r h e r duti e s; or

(e ) the C ommitt ee’ s d e t er min a tion th a t su c h Empl o y e e or Non - Empl o y e e Di r e c tor h a s fa il e d to c on f o r m to a n a ppli ca ble C ode o f C ondu c t.

F or pu r po s e s of the P l a n, no ac t, or f a ilu r e to ac t, on a n Empl o y e e’ s or N o n - Empl o y e e Di rec to r’ s p ar t sh a ll be d ee m e d “ will f ul” unl e ss don e , or omitt e d to be don e , b y s u c h Empl o y e e or Non - Empl o y e e Di rec t or not in g ood f a ith a nd without rea son a ble b e li e f th a t su c h Empl o y e e’ s or Non - Empl o y e e Di rec t o r’ s ac tion or omission w a s in the b e st int ere st of t he C o r po ra tion or a S ubsidi a r y .

2.34 “ V e st ed Unit .” T h e m e a ning s e t f o r th in S ec tion 9.6 ( d ) .

ARTICLE 3. ADMINISTRATION

3.1 Administ ra tion of the P l a n . The C ommitt e e sh a ll a dminist e r the P l a n.

3.2 P ow er s of the C ommitt ee .

(a ) The C ommitt e e sh a ll be v e st e d with f ull a utho r i t y to m a ke su c h r ul e s a nd r e g ul a tions a s it d ee ms n ece ss a r y or d e si r a ble to a dminist e r the P l a n a nd to int er p re t the p r ovisions of the P l a n, unl e ss oth er wise d e t e r min e d b y a m a jo r i t y of the d i sint ere st e d m e mb ers of the B o ar d. A n y d e t e r min a tion, d ec ision, or ac t ion of the C ommitt e e in c onn ec tion with the c onst r u c tion, int er p re t a tion, a dminist ra tion, or a ppli ca tion of the P l a n sh a ll be f in a l, c on c lusiv e , a nd binding upon a ll P ar t i c ip a nts a nd a n y individu a l c l a iming un d e r or th r o u g h a Pa r ti c ip a nt, unl e ss oth er wise d e t e r min e d b y a m a jo r i t y of the disint ere st e d m e mb er s of the B o a r d. . The C ommitt e e m a y d e l e g a te to su c h o ff i c e r s of the C o r po ra tion or a n y S ubsidi a r y , or c ommitt ee s th ere o f , a s it d ee ms a pp r op r i a t e , the a utho r i t y , s u bj ec t to su c h t er ms a s the C ommitt e e sh a ll d e t er min e , to p e r f o r m s u c h f un c tions, in c luding a dminist ra tive f un c tions, a s the C ommitt e e m a y d e t er min e , to the e x t e nt th a t su c h d e l e g a tion will not ( i) re sult in the loss of a n e x e mption und e r R ule 16b - 3 ( d) f or Aw a r d s g r a nt e d to P ar ti c ip a nts subj ec t to S ec tion 16 of the E x c h a nge A c t in re sp ec t of t h e C o r po ra ti o n, ( ii) ca use A w ar ds int e nd e d to qu a li f y a s “ p erf o r m a n c e - b a s ed c omp e ns a tion” und e r C ode S ec tion 162 ( m) to fa il to so qu a li f y , a nd ( iii) viol a te the ind e p e nd e n c e re qu i re m e nts of the N a sd a q r u l e s, o r the th e n a ppli ca b l e r ul e s of the p r in c ip a l m ar k e t wh e r e the C ommon S to c k is th e n t ra d e d, if a n y .

( b) S ubj ec t to the t er ms, p r ovisions, a nd c onditions of the P l a n a nd subj ec t to r e vi e w a nd a pp r ov a l b y a m a jo r it y of the disint e r e st e d m e mb er s of the B o ar d, the C ommitt e e sh a ll h a ve e x c lusive ju r isdi c tion to:

( i) d e t er mine a nd s e l ec t the Empl o y ee s a nd N on - E m pl o y e e Di r e c to r s to r e ce i ve Aw ar ds ( it b e i n g un d er s t ood th a t mo r e th a n one A war d m a y be m a de to the s a me individu a l );

( ii) d e t er mine the numb e r of sh are s subj ec t to e ac h A w ar d;

( iii) d e t er mine the d a t e or d a t e s wh e n the A w ar ds will be m a d e;

( iv) d e t er mine the e x erc i s e p r i c e of sh a r e s subj ec t to a n Option in acc o r d a n ce with A r ti c le 6;

( v) d e t er mine the d a t e or d a t e s wh e n a n Option m a y b e e x erc is e d within the t e r m of the Option sp ec i f i e d p u r su a nt to A r ti c le 7;

( vi) d e t er mine wh e t h e r a n O p tion c onstitut e s a n I n c e n t ive S to c k Option or a

Nonqu a li f i e d S to c k Option;

( vii) d e t er mine the P e r f o r m a n c e C r it er ia a nd e st a blish P erf o r m a n c e Go a ls with re sp ec t th e re to, to be a p p li e d to a n Aw ar d; a nd

( viii) p re s cr ibe t h e f o r m, whi c h sh a ll be c onsist e nt with the P l a n do c um e nt, of the

Ag ree m e nt e vid e n c i n g a n y A w ar ds m a d e und e r t he P l a n.


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3.3 I n d e mni f i ca tion . I n a ddi t ion to su c h oth e r r i g hts o f ind e mni f i ca tion a s the B o ar d o r the C ommitt e e or a m e mb e r of the B o a r d or the C ommitt e e m a y h a v e , the C o r po ra tion sh a ll ind e mni f y the B o a r d a nd the C ommitt e e (a nd eac h m e mb e r th e r e o f ) a g a inst a n y li a bili t y , in c luding r e a son a ble a tto r n e y s’ f ee s, a c tu a l l y i n c u rre d in c on n ec tion with a n y suit, ac tion, or p r o cee di n g o r in c onn e c tion with a n y a pp ea l th e re i n, to whi c h the B o a r d or the C ommitt e e ( or su c h m e mb e r th e r e o f ) m a y b e a p ar t y b y r e a son o f a n y ac tion or fa ilu r e to ac t und e r o r in c onn ec tion with the P l a n or a n y a w ar d g r a nt e d un d e r the P l a n, a nd a n y a m o unts th a t the C ommitt ee , the B o ar d, or a m e mb e r th e re o f , a s a p pli ca bl e , m a y p a y ( a ) in s e ttl e m e nt th ere of o r ( b) in s a tis fac tion of a jud g m e nt in a n y su c h suit, ac tion, or p r o c ee di n g , e x ce pt in with re sp e c t to m a tt er s wh e r e it sh a ll be a djudg e d in su c h suit, ac t ion, or p r o c e e din g , t h a t the C ommitt ee , the B o ar d, o r a m e mb e r th e r e o f , a s a ppli c a bl e , did n o t ac t in g ood f a ith a nd in a m a nn e r th a t s u c h individu a l rea son a b l y b e l i e v e d to be in the C o r po r a tion ’ s b e st int ere st, or in the ca se o f a cr imin a l p r o c e e di n g , h a d no rea son to b e li e v e th a t the a ppli ca ble c o n du c t w a s unl a w f ul.

3.4 Est a blishm e nt a nd C er ti f i ca tion of P erf o r m a n c e G o a ls . The C ommitt e e sh a ll e st a blish, p r ior to a w ar d , P erf o r m a n c e Go a ls with r e sp ec t to eac h A w ar d int e n d e d to c onstitute a P erf o r m a n c e A w ar d. E x ce pt a s m a y oth e r wise be p r ovid e d in A r ti c l e s 6 a n d 7 h ere o f , a s a ppli ca bl e , no Option th a t is int e nd e d to c onstitute a P erf o r m a n c e A w ar d m a y b e e x erc is e d until the P erf o r m a n c e G o a l or Go a ls a ppli ca ble th e re to is or ar e s a tis f i e d.

3.5 P erf o r m a n c e A w ar ds Not M a nd a to r y . Nothi n g h e r e in sh a ll be c onst r u e d a s re qui r i n g th a t a n y Aw a r d be m a de a P erf o r m a n c e A w ar d.

3.6 B inding D e t er min a tion . A d ec ision th a t the C ommitt e e m a k e s pu r su a nt to the p r ovisions of the P l a n sh a ll be f in a l a nd bindi n g o n the C o r po ra tion a nd Pa r ti c ip a nts, e x ce pt to

the e x t e nt th a t a c ou r t h a ving ju r isdi c tion d e t er m i n e s su c h d ec ision to be a r bit ra r y a nd ca p r i c ious.

ARTICLE 4. COMMON STOCK SUBJECT TO THE PLAN

4.1 C ommon S to c k Autho r i ze d .

(a ) The tot a l a g g r e g a te nu m b e r of sh a re s of C ommon S to c k th a t Aw ar ds m a y be m a de und e r the P l a n s h a ll not e x cee d 14% of the n umb e r of sh a r e s of C o m mon S to c k sold in the C o r po ra tion ’ s initi a l public o ffer i n g . T h e limit a tion e st a blish e d b y t h e p r ec e ding s e n t e n c e s h a ll be subj ec t to a djustm e nt a s p r ovid e d in A r ti c le 10.

( b) The m a x imum a g g r e g a te numb e r of sh a r e s of C o mmon S to c k th a t m a y be issu e d und e r the P l a n pu r su a nt t o the v e sting of R e st r i c t e d Aw ar ds sh a ll not e x ce e d 10% of the numb e r of sh are s o f C ommon S t o c k sold in the C o r po ra tion ’ s initi a l public o ffer i n g. The limit a tion e st a blish e d b y t h e p r e ce d ing s e nt e n c e sh a ll be sub j ec t to a djustm e nt a s p r o v id e d in A r ti c le 10.

(c ) The m a x imum a g g r e g a te numb e r of sh a r e s of C o mmon S to c k th a t m a y be

a w ar d e d und e r t h e P l a n a s Options ( in c luding a s I n ce ntive S to c k Options) sh a ll not e x cee d 4% of the numb e r of sh a re s of C ommon S to c k sold in t h e C o r po ra tion ’ s initi a l public o ffer i n g . T h e limit a tion e st a blish e d b y the p re c e ding s e nt e n c e s h a ll be subj ec t to a djustm e nt a s p r ovid e d in A r ti c le 10.

( d) S ubj ec t to a djustm e nt in acc o r d a n c e with S ec tion 10, no P ar ti c ip a nt sh a ll be g r a nt e d, du r i n g a n y o n e - y ea r p e r iod, ( i) S to c k O p tions to pu rc h a se C ommon S to c k with re sp ec t to mo r e th a n 28,000 sh a r e s of C ommon S to c k in t he a g g r e g a te or ( ii) R e st r i c t e d Aw ar ds with re sp ec t to mo r e t h a n 70, 0 00 sh are s of C ommon S to c k in the a g g r e g a t e .

(e ) I f a n y Option is e x erc is e d b y t e n d er i n g C ommon S to c k, e ith e r ac tu a l l y or b y a tt e st a tion, to the C o r po ra tion a s f ull or p ar ti a l p a y m e nt in c on n ec tion with the e x erc ise of su c h Option und e r the P l a n, or if the t a x withholding r e qui re m e nts ar e s a tis f i e d t h r ou g h s u c h t e nd e r , on l y the numb e r o f sh a r e s of C ommon S to c k issu e d n e t of the C ommon S t o c k t e nd e r e d sh a ll be d ee m e d d e liv e re d f o r pu r pos e s of d e t er mini n g the m a x imum n u mb e r of sh a re s a v a il a b l e f or Aw ar ds und e r the P l a n.

4.2 S h ares Av a il a bl e . T h e C ommon S to c k to be issu e d und e r the P l a n sh a ll be the C o r po ra tion ’ s C ommon S to c k, whi c h sh a ll be m a de a v a il a ble in the B o a r d ’ s dis cre tion e ith e r fr om a utho r i z e d but unissu e d C ommon S to c k, t rea su r y sh a r e s, or sh a r e s ac qui re d b y t h e C o r po ra tion, in c luding s h are s pu r c h a s e d on t h e o p e n m ar k e t. I n t h e e v e nt th a t a n y outst a ndi n g Aw ar d un d e r the P l a n f or a n y rea son e x pi re s, t er min a t e s, or is f o r f e it e d,


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the sh are s of C ommon S to c k a llo ca ble to su c h e x pi ra tion, t er min a tion, or f o rfe itu r e m a y th e r eaf t e r a g a in be m a d e subj ec t to a n Aw a r d und e r the P l a n.

4.3 L imit on Aw ar ds to No n- Empl o y e e Di r e c to r s . N o twithst a nding a n y thing in the P l a n

to the c ont ra r y , in no e v e nt sh a ll the a gg r e g a t e g r a nt d a te fa ir v a lue ( d e t er m in e d und e r a ppli c a ble acc ounti n g r ul e s) o f a n y Aw ar ds g r a nt e d in a ca l e nd a r y e a r to a No n - Empl o y e e Di r e c tor e x c e ed

$20,000.

A RTICL E 5. ELIGIBI L IT Y

5.1 P ar ti c ip a tion . The C ommitt e e sh a ll m a ke Aw a r d s on l y to individu a ls who ar e

Empl o y ee s o r Non - Emp l o y e e Di r e c to r s.

5.2 I n ce ntive S to c k Option E li g ibili t y . The C ommitt e e sh a ll m a ke I n ce ntive S to c k Option Aw ar ds on l y to Empl o y e e s of the C o r po r a tion. Notwithst a nding a n y oth e r p r ovision of the P l a n to the c ont ra r y , a n individu a l who owns mo r e th a n t e n p er c e nt of the tot a l c ombin e d voting

pow e r of a ll c l a ss e s of o u tst a nding sto c k of the C o r po ra tion sh a ll not be e l i g ible f o r the a w ar d of a n I n ce ntive S to c k Opti o n, unl e ss the sp ec i a l r e q u i re m e nts s e t f o r th in S ec t ions 6.1 a nd 7.1 ar e s a tis f i e d. F or p u r pos e s o f this S ec tion 5.2, in d e t er mining sto c k own e r ship, a n individu a l sh a ll

be c onsid e r e d a s owni n g the sto c k own e d, di r e c t l y or indi rec t l y , b y or f or h i s b r oth er s a nd sist er s ( wh e th e r b y t h e whole or h a l f- blood ) , spous e , a n c e sto r s, a nd lin ea l d e s ce n d a nts. S to c k own e d, di rec t l y o r indi rec t l y , b y or f or a c o r po r a tion, p ar t n er ship, e st a t e , or t r ust s h a ll be c onsid e r e d a s b e ing ow n e d p r opo r tion a t e l y b y or f or its sh are ho l d er s, p ar tn e r s, or b e n ef i c i ar i e s. “ Outst a ndi n g sto c k” sh a ll in c lude a ll s t o c k ac tu a l l y issu e d a nd o utst a nding imm e di a t e l y b ef o r e t h e a w ar d of

the Option. F or pu r po s e s of this S ec tion 5.2, “ outst a nding sto c k” s h a ll not in c lude sh a r e s a utho r i z e d f or issue und e r outst a nding Options h e l d b y the Option e e or b y a n y oth e r individu a l.

ARTICLE 6. STOCK OPTIONS IN GENERAL

6.1 E x erc ise P r i ce . The e x erc ise p r i c e o f a n Option to pu rc h a se a sh a r e of C o m mon S to c k sh a ll b e , in the ca se o f a n I n ce ntive S to c k Option, not l e ss th a n 100% of the Fa ir M a r k e t V a lue of a sh ar e o f C ommon S to c k on the d a te the Option i s a w ar d e d, e x ce pt th a t the e x erc ise p r i c e sh a ll be not l e ss th a n 110% of su c h Fa ir M ar k e t V a lue i n the ca se o f a n I n ce ntive S to c k Option a w ar d e d to a n y individu a l d e s cr ib e d in the s e c ond s e nt e n c e o f S ec tion 5.2. The e x erc ise p r i c e of a n Option to pu rc h a se a s h ar e of C ommon S to c k sh a ll b e , in the ca se o f a N onqu a li f i e d S to c k Option, not l e ss th a n 100% of the F a ir M a r k e t V a l ue of a sh a r e of C ommon S to c k on the d a te the Option is a w ar d e d. T h e e x erc ise p r i c e s h a ll be s u bj ec t to a djustm e nt pu r su a nt to the limit e d c i rc umst a n c e s s e t f o r th i n A r ti c le 10.

6.2 L imit a tion on I n ce ntive S to c k Options . The a gg r e g a te Fa ir M a r k e t V a l u e ( d e t er min ed a s of the d a te a n I n c e ntive S to c k Option is a w ar d e d) of the C ommon S to c k with re sp ec t to whi c h I n ce ntive S to c k Options ar e e x e r c is a ble f or t h e f i r st time b y a n y individu a l in a n y ca l e n d a r y e ar ( und e r the P l a n a nd a ll oth e r pl a ns m a int a in e d b y t he C o r po ra tion or S ubsidi ar i e s) sh a ll not e x cee d $100,000.

6.3 T ra ns f e ra bili t y o f Options .

(a ) E x ce pt a s p r ovid e d in S ubs ec tion ( b ) , a n Option a w ar d e d h ere un d e r sh a ll n ot be t ra ns fe r a ble oth e r t h a n b y will or the l a ws o f d e s c e nt a nd dist r ibution, a nd su c h Option sh a ll be e x erc is a bl e , du r i n g the O ption ee’ s li fe tim e , on l y b y him or h e r .

( b) An Option e e m a y , with t he p r ior a pp r o v a l of the C ommitt ee , t ra ns fe r a Nonqu a li f i e d S to c k Option f or no c onsid e r a tion to or f or the b e n ef it of o n e or mo r e m e m b er s of the Option ee’ s “ imm e di a te fa mi l y ” ( in c ludi n g a t r ust, p ar tn er ship, or limit e d li a bili t y c omp a n y f or the b e n ef it of one or mo r e of su c h m e mb e r s ) , subj ec t to su c h limits a s t he C ommitt e e m a y impos e , a nd the t ra ns f er e e sh a ll re m a in subj ec t to a ll t er ms a nd c onditions a ppli ca ble to the Option p r ior to its t ra ns f e r . The t er m “ imm e di a t e f a mi l y ” sh a ll m e a n a n Op t ion ee’ s spous e , p are nts, c hild re n, s t e p c h i ld re n, a doptive r e l a tionships, sist er s, b r oth er s, a nd g r a nd c hild re n (a nd, f or this pu r pos e , sh a ll a l s o in c lude the Option ee) .


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A RTICL E 7. TE R M, VE STIN G AND EXE RCIS E O F O PTI O N S

7.1 T er m a nd V e stin g . E ac h Option a w ar d e d und e r t h e P l a n sh a ll t er min a te on the d a te as the C ommitt e e m a y d e t e r mine a nd s e t f o r th in a n Ag ree m e nt; p r ovi d e d, h o w e v er , th a t:

(a ) eac h int e n d e d I n c e ntive S to c k Option a w ar d e d to a n individu a l d e s cr ib e d i n the s ec ond s e nt e n c e of Se c tion 5.2 sh a ll t er min a te not l a t e r th a n f ive y e ar s af t e r the d a te of t h e Aw ar d,

( b) eac h oth e r int e nd e d I n c e ntive S to c k Option sh a ll t er min a te not l a t e r th a n t e n y e ar s af t e r the d a te of the Aw a r d, a nd

(c ) eac h Option a w ar d e d u n d e r the P l a n whi c h is int e nd e d to be a Nonq u a li f i e d S to c k

Option sh a ll t er min a te not l a t e r th a n t e n y e ar s a nd one month af t e r the d a te of the Aw a r d.

E ac h Option a w ar d e d u n d e r the P l a n sh a ll be sub j ec t to su c h t er ms a nd c o n ditions a s the C ommitt e e m a y p r ovide a nd s e t f o r th in the A g r e e m e nt issu e d to a Option e e to e vid e n c e su c h Option; p r ovid e d, how e v er , th a t, unl e ss the C ommitt e e m a y oth e r wise p r ov i de a nd s e t f o r th in a n a ppli ca ble A g r ee m e nt, e a c h O ption sh a ll be f ul l y e x erc is a ble ( i. e ., b e c ome 1 00% v e st e d) a f t e r

the ear li e r of the d a t e on whi c h:

(a ) a C h a nge in C ont r ol o cc u r s or

( b) the Option e e t er min a t e s e mpl o y m e nt or s er vi c e b y r ea son of d ea th or Di s a bili t y . E x ce pt a s p r ovid e d in A r ti c le 8, a n Option m a y be e x erc is e d on l y d u r ing t h e c ontinu a n c e

of the Option ee’ s e mpl o y m e nt or s er vi c e with the C o r po ra tion or a S ubsidi a r y .

7.2 E x erc is e .

(a ) A individu a l e l ec ting to e x erc ise a n Option sh a ll g i ve noti c e to the C o r po ra t i on of su c h e l ec tion a nd o f the numb e r of sh a r e s he or s he h a s e l e c t e d to pu rc h a s e a nd sh a ll a t the time of e x erc ise t e nd e r the f u l l e x erc ise p r i c e o f the sh a re s he or s h e h a s e l ec t e d t o pu rc h a s e . T he e x erc ise noti c e sh a ll be d e liv ere d to the C o r po r a tion in p er son, b y c e r ti f i e d m a il, or b y su c h ot h e r m e thod ( in c luding e l ec t r onic t ra nsmission) a nd in su c h f o r m a s the C ommitt e e m a y d e t er min e. The e x erc ise p r i c e sh a ll b e p a id in f ull, in ca sh, u p on the e x erc ise of the O p tion; p r ovid e d, how e v er , th a t in li e u of c a sh, a n Option e e m a y e x erc ise a n Option b y t e nd e r ing to the C o r po ra tion sh are s o f C ommon S to c k own e d b y h im or h e r a nd h a vi n g a F a ir M ar k e t V a lue e qu a l to the ca sh e x erc ise p r i c e a ppli c a ble to the O ption ( with the Fa ir M a r k e t V a lue of s u c h s to c k to be d e t er min e d in the m a nn e r p r ovi d e d in S ec tion 6.3) or b y d e liv e r ing su c h c ombin a tion of ca sh a nd s u c h sh a r e s a s the C ommitt e e in its so l e dis cre tion m a y a p p r ov e ; f u r th e r p r ovid e d, how e v er , th a t no s u c h m a nn e r of e x erc ise sh a ll be p er mitt e d if su c h e x erc i s e would v i ol a te S ec tion 402 of the S ar b a n e s - O x l e y A c t of 2002. Notwithst a nding the f o r e g oi n g , C ommon S to c k ac qui re d p u r su a nt to the e x erc ise of a n I n ce ntive S to c k Option m a y not be t e nd ere d a s p a y m e nt unl e ss the holding p er iod re qui re m e nts of C ode Se c tion 422 (a)( 1 ) h a ve b e e n s a tis f i e d, a nd C ommon S to c k not ac qu i re d pu r su a nt to the e x e r c ise of a n I n ce ntive S to c k Option m a y not be t e nd ere d a s p a y m e nt unl e ss it h a s b ee n h e ld, b e n e f i c i a l l y a nd o f r e c o r d, f o r a t l ea st six months ( or su c h lo n g e r time a s m a y b e re qu i re d b y a ppli ca ble s ec u r iti e s l a w o r a c c o unting p r in c ipl e s to a void a dv er s e c ons e q u e n ce s to the C o r po ra tion or a P ar ti c ip a nt ) .

( b) To the e x t e nt p er mitt e d by a ppli c a ble l a w, a P ar ti c ip a nt m a y e x erc ise a n O p tion b y m e a ns of a n ar r a n g e m e nt wh ere b y t h e P ar ti c ip a nt i rre vo ca b l y a utho r i z e s a thi r d p ar t y to s e ll sh are s of C ommon S to c k ( or a su f f i c i e nt po r tion o f the sh are s ) ac qu i re d u p on the e x erc ise of su c h Option a nd to re mit to the C o r po ra tion a su ff i c i e nt po r tion of the s a l e s p r o cee ds to p a y the e nti r e e x erc ise p r i c e a nd a n y t a x withholding re q u i re d a s a r e sult of su c h e x erc is e.

(c ) To the e x t e nt p er mitt e d by a ppli c a ble l a w, a P ar ti c ip a nt m a y e x erc ise a n O p tion b y m e a ns of a “ n e t e x erc i s e ” a r ra n g e m e nt w h e r e b y the C o r po ra tion will re d u c e the numb e r o f sh are s of C ommon S to c k issu e d upon e x erc ise of a Nonqu a li f i e d S to c k O p tion b y the l a r g e st whole numb e r of s h are s of C ommon S to c k with a Fa ir M a r k e t V a lue th a t d o e s not e x cee d the e x erc ise p r i c e o f the Opt i on; p r ovid e d, how e v e r , th a t the Option e e p r ovide sh a ll p r ovide ca sh to the C o r po ra tion to the e x t e nt of a n y re m a ining b a l a n c e of t h e e x erc ise p r i c e . S h are s of C ommon S to c k will no lon g e r be s ubj ec t to su c h Option a n d su c h Option will no lon g e r be e x e r c is a ble th ere a f t e r to


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the e x t e nt of the numb e r of sh a re s us e d to p a y the e x erc ise p r i c e pu r su a nt to the n e t e x erc is e , the numb e r o f sh are s d e liv e re d to the O p tion e e a s a r e sult of su c h n e t e x erc ise a nd the numb e r of sh a r e s, if a n y withh e ld to s a tis f y a n y t a x withhol d ing obli g a tio n s.

( d) An individu a l holding mo r e th a n one Option a t a n y r e l e v a nt time m a y , in acc o r d a n c e with the p r o v isions of the P l a n, e l ec t to e x erc ise su c h Options in a n y o r d er .

A RTICL E 8. EXE RCIS E O F O PTI O N S FO L L O WI NG TE RMI NA TI ON OF EM PL OYMENT OR S E RVIC E

8.1 Oth e r T er min a tion b y C o r po ra tion or S ubsidi a r y ; C h a n g e in C ont r ol . I n t h e e v e nt of

a n Option ee’ s t e r min a tion of e mpl o y m e nt o r s er v i c e ( i) b y the C o r p o ra tion or a S ubsidi a r y oth e r th a n T er min a tion f or C a u se or ( ii) due to a C h a n ge in C ont r ol, su c h Option ee’ s Option sh a ll l a pse a t the e ar li e r of t h e e x pi ra tion of the t er m of su c h Option o r :

(a ) in the ca se of a n I n c e ntive S to c k Option, th re e m o nths fr om the d a te of su c h t er min a tion of e mpl o y m e nt; a nd

( b) in the ca se of a Nonqu a l i f i e d S to c k Option, 12 months fr om the d a te of su c h t er min a tion of e mpl o y m e nt or s er vi ce .

8 .2 D ea th or Tot a l Dis a bili t y . I n the e v e nt of a n Opt i on ee’ s t er min a tion of e m pl o y m e nt or s er vi c e b y r ea son o f d ea t h or Dis a bili t y , su c h Opt i on ee’ s v e st e d Options sh a ll l a pse a t the e ar li er of the e x pi ra tion of the t e r m of su c h Option o r :

(a ) in the ca se of a n I n c e ntive S to c k Option, one y e a r fr om the d a te of s u c h t er min a tion of e mpl o y m e nt; a nd

( b) in the ca se of a Nonqu a l i f i e d S to c k Option, 12 months fr om the d a te of su c h t er min a tion of e mpl o y m e nt or s er vi ce .

8.3 T er min a tion F or C a u s e ; Oth e r T er min a tion b y O p tion ee . I n the e v e nt of a n Option ee’ s

T er min a tion F or C a u s e , or in the e v e nt of the Option ee’ s t er min a tion of e mpl o y m e nt or s er v i c e a t the e l ec tion of a n Option ee , su c h Option e e’ s r i ght to e x erc ise a v e st e d O ption sh a ll l a ps e :

(a ) in the ca se of a n I n c e ntive S to c k Option, upon su c h t er min a tion of e mpl o y m e nt o r , in the C ommitt ee’ s dis cre tion, up to th re e months fr om the d a te of su c h t er min a tion of e mpl o y m e nt ( but in no e v e nt no l a t e r of the e x pi ra tion of the t er m of su c h Option ) ; a nd

( b) in the ca se of a Nonqu a l i f i e d S to c k Option, unl e ss oth er wise p r ovid e d in a n A g r e e m e nt, upon su c h t er min a tion of e mpl o y m e nt or s er vi c e o r , in the C ommitt ee’ s dis cre tion, up to the re m a ining t er m of su c h Option.

8.4 S p ec i a l T er min a tion P r o visions f or Options .

(a ) I n the e v e nt th a t the C o r p o ra tion or a S ubsidi a r y t e r min a t e s a n Option e e ’ s e mpl o y m e nt or s er vi c e a nd the C ommitt e e d ee ms it e quit a ble to do so, the C ommitt e e m a y , in its dis cre tion a nd subj ec t to the a pp r ov a l of a m a jo r i t y of the disint e r e st e d m e mb er s of the B o ar d, w a ive a n y C ontinuous S er vi c e r e qui re m e nt f o r v e s ting ( but not a n y P erf o r m a n c e G o a l or Go a l s ) sp ec i f i e d in a n A g ree m e nt pu r su a nt to S ec tion 7.1 a nd p er mit the e x erc ise of a n Option h e ld b y su c h Option e e p r ior to t h e s a tis fac tion of su c h C o ntinuous S er vi c e re qui r e m e nt. The C ommitt e e m a y m a k e a n y su c h w a i v e r with re t r o ac tive e ff e c t, p r ovid e d the C ommitt e e m a k e s it within 60 d a y s f ollowing the Option ee’ s t er min a tion of e m p l o y m e nt or s e r vi ce .

( b) I n the e v e nt the C ommitt e e w a i v e s the C ontinuous S er vi c e re qu i re m e nt w i th re sp ec t to a n Option a s s e t f o r th in S ec tion 8.4 (a ) a bov e , su c h Option sh a ll l a ps e :


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( i) in the ca se of a n I n c e ntive S to c k Option, a t the ea r li e r of the e x pi ra tion of the t er m of su c h Option or t h re e months fr om the d a te of t er min a tion of e mpl o y m e nt ( but in no e v e nt no l a t e r o f the e x pi ra tion of the t er m of su c h Option ) ; a nd

( ii) in the ca se of a Nonqu a l i f i e d S to c k Option, unl e ss oth er wise p r ovid e d in a n Ag ree m e nt, th r e e months fr om the d a te of s u c h t e r min a tion of e mpl o y m e nt or s er vi c e o r , in the C ommitt ee’ s dis cre tion, up to the re m a ining t er m o f su c h Option.

A RTICL E 9. R E S T RIC TED A W A R DS

9.1 I n G e n e ra l . E a c h R e st r i c t e d Aw ar d s h a ll be subj e c t to su c h t er ms a nd c on d itions a s m a y b e sp ec i f i e d in the Ag ree m e nt issu e d to a Pa r ti c ip a nt to e vid e n c e s u c h Aw ar d. S ubj ec t to S ec tion 3.5, a R e st r i c t e d Aw ar d sh a ll be sub j ec t to a v e sting s c h e dule or Pe rf o r m a n c e Go a ls, o r both.

9.2 V e stin g . E ac h R e st r i c t e d Aw ar d sh a ll v e st un d e r s u c h t er ms a nd c onditions the C ommitt e e m a y p r ovide a nd s e t f o r th in a n a ppli c a ble A g r e e m e nt; p r ovid e d, how e v er , t h a t, unl e ss the C ommitt e e ot h er wise p r ovi d e s in a n a p p li ca ble A g r e e m e nt, e ac h R e st r i c t e d Aw a r d sh a ll b ec ome f ul l y v e st e d upon the ear li e r of the d a te on whi c h: ( a ) a C h a n g e in C ont r ol o c c u r s; or ( b) the P ar ti c i p a nt t e r min a t e s e mpl o y m e nt or s er vi c e b y rea son o f d ea th or Dis a bili t y .

9.3 W a iv er of V e sti n g R e qu i re m e nts f or Ce r t a in R e st r i c t ed Aw ar ds . I n the e v e nt th a t a P ar ti c ip a nt ’ s e mpl o y m e n t or s er vi c e is t er min a t e d a nd the C ommitt e e d ee m s it e quit a ble to do so, the C ommitt e e m a y , in its dis cre tion a nd subj ec t t o the a pp r ov a l of a m a jo r i t y of the disint ere s t e d m e mb er s of the B o ar d, w a ive a n y m i nimum v e sting p e r iod ( but not a n y P e r f o r m a n c e Go a ls) with re sp ec t to a R e st r i c t e d A w ar d h e ld b y su c h Pa r ti c ip a nt. The C ommitt e e m a y m a k e a n y su c h w a iv e r with r e t r o ac tive e ffec t, p r ovi d e d it m a k e s i t within 60 d a y s f ollowi n g su c h Pa r ti c ip a nt ’ s t er min a tion of e mpl o y m e nt or s er vi ce .

9.4 Addition a l Holding P er i o ds . Nothing in this A r ti c le 9 sh a ll p rec lu d e the C ommitt e e fr om p r oviding in a n A g r ee m e nt f or a ddition a l (a ) re st r i c tions on the t ra ns f e r or a ss i g nm e nt of C ommon S to c k ac qui re d b y r ea son of t h e v e sting of a R e st r i c t e d A w ar d o r ( b) f o r fe itu r e p r ovisions with re sp ec t to C ommon S to c k ac qui re d b y r ea son of t h e v e sting of a R e st r i c t e d Aw ar d.

9.5 R e st r i c t ed S to ck Aw ar ds

(a ) I ss u a n ce a nd R e t e ntion o f S h ar e C er ti f i c a t e s B y C o r po ra tion . One o r mo r e sh ar e cer ti f i c a t e s sh a ll be issu e d upon the a w a r d of R e s t r i c t e d S to c k; but until s u c h time a s the R e st r i c t e d S to c k sh a ll v e st or oth er wise b e c ome d ist r ibut a ble b y r ea son of s a tis fac tion of one or mo r e P erf o r m a n c e Go a l s , t he C o r po ra tion sh a ll r e t a in su c h sh ar e cer ti f i c a t e s.

( b) S to c k P ow er s . At the time of the a w ar d of R e st r i c t e d S to c k, the P ar ti c ip a n t to whom the a w a r d is m a de sh a ll d e liv e r su c h sto c k pow er s, e nd o r s e d in bl a n k, a s the C o r po ra tion m a y r e qu e st.

(c ) R e l ea se of S h a re s . W ithin 30 d a y s f ollowing the d a te on whi c h a Pa r ti c ip a n t b ec om e s e ntitl e d und e r a n Ag ree m e nt to r e c e ive s h are s of p re vious l y R e st r i c t e d S to c k, the C o r po ra tion sh a ll d e liv e r to him or h e r a c er ti f i ca t e e vid e n c i n g the o wn er s h ip of su c h sh are s.

( d) F o r f e itu r e of R e st r i c t ed St o ck Aw ar ds . I n the e v e nt of the f o r f e itu r e of a R e st r i c t e d S to c k Aw ar d, b y r ea son of a P ar ti c ip a n t ’ s t er min a tion of e mpl o y m e nt or t er min a tion of s er vi c e p r ior to v e sti n g , the f a ilu r e to a c hi e ve a P erf o r m a n c e Go a l o r oth er wis e , the C o r po ra tion sh a ll t a ke s u c h st e ps a s m a y be n ece s s a r y to ca n ce l the a ff e c t e d sh are s a nd re t u r n the s a me to its t rea su r y .

(e ) Assi g nm e nt, T r a ns f e r , Et c . of R e st r i c t e d S to c k R i g hts . The pot e nti a l r i g h t s of a P ar ti c ip a nt to sh are s of R e s t r i c t e d S to c k m a y not b e a ssi g n e d, t ra n s fe r re d, s old, pl e d g e d, h y poth e ca t e d, or ot h er w i se e n c umb e re d or dispo s e d of until su c h time a s the P ar ti c ip a nt r e ce iv e s un re st r i c t e d c er ti f i c a t e s f or su c h sh a r e s.

(f ) S h are hold e r R i g hts . Unl e ss the C ommitt e e oth er wise p r ovid e s a nd s e ts f o r th in a n a ppli ca ble A g r e e m e n t , P ar ti c ip a nts who h a ve b ee n a w ar d e d s h are s o f Re st r i c t e d S to c k sh a ll not h a ve voting or divid e nd r i g hts until su c h time a s the P ar ti c ip a nt r e ce iv e s un re st r i c t e d cer ti f i c a t e s f or s u c h sh a r e s.


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9.6 R e st r i c t e d S to c k Unit Aw ar ds

(a ) The t er ms a nd c onditions of a g ra nt of R e st r i c t e d S to c k Units sh a ll be ref l e c t e d in a n A g r e e m e nt. No sh a r e s of C ommon S to c k sh a ll be issu e d a t the time a R e st r i c t e d S to c k Unit is g r a nt e d, a nd the C o r p o ra t ion will not be re qui re d t o s e t a side a f und f or the p a y m e nt of a n y su c h Aw ar d.

( b) A P ar ti c ip a nt sh a ll h a ve no voting r i g hts with re s p ec t to a n y R e st r i c t e d S t o c k Units g ra n t e d h ere und er .

(c ) At the dis cre tion of the C ommitt ee , eac h R e st r i c t e d S to c k Unit (re p re s e nting one sh ar e of C ommon S to c k) m a y b e c r e dit e d with ca s h a nd sto c k divid e nds ( “ Divid e nd Equiv a l e nts ” ) p a id b y the C o r po ra tion in re sp ec t o f one sh a r e of C ommon S to c k. The C o r po ra tion sh a ll withhold Divid e nd Equiv a l e nts f or the P ar ti c ip a nt ’ s acc o unt, a nd m a y cre dit int ere st on the a mount of ca sh Divid e nd Equiv a l e nts so withh e ld a t a ra te a nd subj ec t to su c h t er ms a s the C ommitt e e m a y d e t er min e . Divid e n d Equiv a l e nts cre dit e d to a P ar ti c ip a nt ’ s a cc ount a nd a tt r ibut a ble to a n y p a r ti c ul a r R e st r i c t e d S to c k Unit (a nd e a r nin g s th e re o n, if a ppli ca bl e ) s h a ll be dist r ibut e d in ca sh o r , a t the C ommitt ee’ s dis cre tion, in sh are s of C ommon S to c k h a ving a F a ir M a r k e t V a lue e qu a l to the a mount of su c h D i vid e nd Equiv a l e nts a nd e ar nin g s, i f a ppli ca bl e , to the P ar ti c ip a nt upon s e ttl e m e nt of su c h R e st r i c t e d S to c k Unit a nd, if su c h R e st r i c t e d S to c k Unit is f o rfe it e d, the P ar t i c ip a nt sh a ll h a ve no r i g h t to su c h Divid e nd Equiv a l e nts.

( d) Upon v e sting of a n y out s t a nding R e st r i c t e d S to c k Units, the C o r po ra tion sh a ll d e liv e r to the P ar ti c ip a nt, or his or h e r b e n ef i c i a r y , a s a ppli ca bl e , without c h a r g e , one s h ar e o f C ommon S to c k f or eac h su c h outst a nding R e st r i c t e d S to c k Unit (“ V e st e d Unit ” ) a nd c a sh e qu a l to a n y Divid e nd Equi v a l e nts cre dit e d with r e sp ec t to eac h su c h V e st e d Un i t a nd the int ere st th ere on o r , a t the C ommitt ee’ s dis cre tion, in sh a r e s of C ommon S to c k h a ving a Fa ir M ar k e t V a lue e q u a l to su c h Divid e nd Equiv a l e nts a nd the int ere st th ere on, if a n y ; p r ovid e d, how e v er , th a t, if e x pli c it l y p r ovid e d in the a ppli ca ble A g r e e m e nt, the C ommitt e e m a y , in its sole dis cre tion, e l ec t to p a y c a sh or p ar t ca sh a nd p a r t C ommon S to c k in li e u of d e liv er ing on l y s h are s of C ommon S to c k f or V e st e d Units. I f t h e C o r po r a tion m a k e s a c a sh p a y m e nt in li e u of d e liv er ing s h are s o f C ommon S to c k, the a mount of su c h p a y m e nt sh a ll be e qu a l to the Fa ir M ar k e t V a l u e of the C o mmon S to c k a s of the d a te on whi c h the v e sti n g p e r iod l a ps e d with re sp ec t to e ac h V e st e d U n i t.

A RTICL E 10. AD J U S TMENT PR O VISI ONS

10.1 S h ar e Adjustm e nts .

(a ) I n the e v e nt th a t the s h a r e s of C ommon S to c k of the C o r po ra tion, a s p r e s e n t l y c onstitut e d, sh a ll be c h a n g e d into or e x c h a ng e d f o r a di ff e re nt numb e r o r k i nd of sh are s o f sto c k or oth e r s ec u r iti e s of the C o r po ra tion, or if the n u mb e r of su c h sh a re s of C ommon S to c k sh a ll be c h a n g e d th r o u g h the p a y m e nt of a sto c k divid e nd, sto c k split, or re v er se st o c k split, th e n ( i) the sh are s of C ommon S to c k a utho r i z e d h ere un d e r to be m a de the subj e c t of A w ar ds, ( ii) the s h ares of C ommon S to c k th e n subj ec t to outst a nding A w ar ds a nd the e x erc ise p r i c e th ere o f ( wh e r e re l e v a nt ) , ( iii) the m a x i m um numb e r of Aw a r ds th a t m a y b e m a de within a 12 - month p er iod a nd ( iv) the n a tu r e a nd t er ms of the sh are s o f sto c k or s ec u r iti e s subj ec t to A w a r ds h ere und e r sh a ll be in crea s e d, d e c rea s e d or o th er wise c h a n g e d to su c h e x t e nt a nd in su c h m a nn e r a s m a y b e n ece ss a r y or a p p r op r i a te t o ref l ec t a n y of the f o r e going e v e nts.

( b) I f th er e s h a ll be a n y oth e r c h a n g e in the num b e r o r kind of the outst a nding sh are s of the C ommon S to c k of the C o r po ra tion, or of a n y sto c k or ot h e r s e c u r iti e s into whi c h su c h C ommon S to c k sh a ll h a v e b ee n c h a n g e d, o r f or w hi c h it sh a ll h a ve b ee n e x c h a n g e d, a nd if a m a jo r i t y of the disint e r e s t e d m e mb er s of the B o a r d sh a ll, in its sole dis cre tion, d e t er mine th a t su c h c h a n g e e quit a b l y r e qui re s a n a djustm e nt in a n y A w ar d wh i c h w a s th e re to f o r e g ra nt e d o r whi c h m a y th er e af t e r be g r a nt e d und e r the P l a n, th e n su c h a djustm e nt sh a l l be m a de in acc o r d a n c e with su c h d e t er m in a tion.

(c ) An Aw ar d p u r su a nt to the P l a n sh a ll not aff e c t in a n y w a y the r i g ht or p ow e r of the C o r po ra tion to m a ke a djustm e nts, rec l a ssi f i c a tions, re o r g a ni z a tions, or c h a n g e s of its c a pit a l or busin e ss st r u c tu re , to m er g e , to c onsolid a t e , to dissolv e , to liquid a t e , or to s e ll or t ra ns f e r a ll or a n y p ar t of its busin e ss o r a ss e ts.


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10.2 C o r po ra te C h a n g e s . A liquid a tion or dissolution of the C o r po ra tion, a m e r g e r or c onsolid a tion in whi c h the C o r po ra tion is not the su r viving C o r po r a tion or a s a le of a ll or subst a nti a l l y a ll of the C o r po ra tion ’ s a ss e ts, sh a ll ca use e ac h outst a ndi n g A w ar d to t er min a t e , e x ce pt to the e x t e nt th a t a noth e r c o r po ra tion m a y a nd do e s, in the t ra ns a c tion, a ssum e , a nd c ontinue the Aw a r d or s u bstitute its own a w ar ds.

10.3 Fr a c tion al S h are s . Fr a c tion a l sh are s r e sulting f r o m a n y a djustm e nt in A war ds pu r su a nt to this ar ti c le m a y b e s e ttl e d a s the C o m mitt e e sh a ll d e t er min e .

A RTICL E 11. GENE RA L PR O VISIO NS

11.1 E ffec tive D a t e . T h e P l a n sh a ll b ec ome e ff e c tive u pon the B o a r d ’ s a doption of the P l a n, p r ovid e d th a t, subj ec t to a ppli ca ble l a w, a n y Aw ar d m a d e h e r e und e r sh a ll be subj ec t to the P l a n ’ s a pp r ov a l b y the s h are hold e r s of the C o r po r a tion within 12 months o f the B o ar d ’ s a doption of the P l a n.

11.2 T er min a tion of the P l a n . Unl e ss p re vious l y t er min a t e d b y the B o ar d, the P l a n sh a ll t er min a te on, a nd no A w ar ds sh a ll be m a de af t e r , the d a y imm e di a t e l y p r ec e ding the 10th a nniv er s a r y o f its B o a r d ’ s a doption of the P l a n.

11.3 L imit a tion on T er min a ti o n, Am e ndm e nt, or Modi f i ca tion .

(a ) The B o ar d m a y a t a n y time t er min a t e , a m e nd, m o di f y or sus p e nd the P l a n, p r ovid e d th a t, without the a pp r ov a l o f the sh a r e h o ld er s of the C o r po r a tion, the B o a r d m a y m a ke no a m e ndm e nt or modi f i ca tion th a t:

( i ) increases the m a x imum n umb e r of sh a r e s of C o m mon S to c k subj ec t to Aw ar ds und e r the P l a n ( e x ce pt a s p r ovid e d in S ec tion 10.1 ) ;

( ii) c h a n g e s the c l a ss of e l i g i ble P ar ti c ip a nts; or

( iii) oth er wise re q ui re s the a p p r ov a l of sh a r e hold er s u n d e r a ppli ca b l e st a te l a w o r und e r a ppli ca b l e fe d era l l a w to a void pot e nti a l li a bili t y or a dv e r se c on s e qu e n ce s to the C o r po ra tion or a P ar ti c i p a nt.

( b) No a m e ndm e nt, modi f i c a tion, susp e nsion, or t er min a tion of the P l a n sh a ll in a n y m a nn e r a d v er s e l y a ff e c t a n y A w a r d th ere t o f o r e m a de und e r t h e P l a n without the a pp l i ca b l e P ar ti c ip a nt ’ s c ons e nt.

11.4 No R i g ht to a n A w ar d or C ontinu e d Empl o y m e nt or S er vi ce . Nothi n g c on t a in e d in this P l a n or oth er wise sh a ll be c onst r u e d to ( a ) r e qui r e th a t a n A w ar d be m a de to a n individu a l who qu a li f i e s a s a n Emp l o y e e or No n - Empl o y e e Di rec to r , or ( b) c o n fe r u p on a P ar ti c ip a nt a n y r i g ht to c ontinue in the e mpl o y or s e r vi c e of t h e C o r po ra tion or a n y S ubsidi a r y or limit in a n y re sp ec t the r i g ht o f the C o r po ra tion or of a n y S ubsidi a r y to t e r min a te the Pa r ti c ip a nt ’ s e mpl o y m e nt or s er vi c e a t a n y t ime a nd f or a n y r ea son.

11.5 No Obli g a tion . No e x er c ise of dis cre tion und e r th i s P l a n with re sp ec t to a n e v e nt or individu a l sh a ll crea te a n obli g a tion to e x erc ise s u c h dis cre tion in a n y simil a r or s a me c i rc umst a n c e , e x ce pt a s o th er wise p r ovid e d o r re q ui re d b y l a w.

11.6 W ithholding T a x e s .

(a ) S ubj ec t to the p r ovisions of S ubs ec tion ( b ) , the C o r po ra tion will re qui re , w h er e su ff i c i e nt f unds a r e not o th er wise a v a il a bl e , th a t a P ar ti c ip a nt who is a n Empl o y e e p a y or re imbu r se to it a n y withholding t a x e s a ppli ca ble t o a n Aw a r d wh e n withh o lding is re qui re d b y l a w.

( b) S ubj ec t to the C ommitt e e ’ s c ons e nt, a P ar ti c i p a nt who is a n Empl o y e e m a y s a tis f y the withholding oblig a tion d e s cr ib e d in S ubs ec ti o n (a) , in whole o r in p ar t, b y e l ec ti n g to h a ve the C o r po ra tion withhold sh are s of C ommon S to c k ( oth er wise issu a ble to h im or h er ) h a vi n g a Fa ir M a r k e t V a lue e qu a l to the m a x imum a mou n t of t a x p er mitt e d to be withh e ld without re sulting in a d v er se f i n a n c i a l a c c ounting c o ns e qu e n ce s to the C o r po ra tion. An e l ec tion b y a P ar ti c ip a nt who is a n Empl o y e e to h a ve sh a re s wi t hh e ld f or this pu r pose s h a ll be subj ec t to su c h c onditions a s m a y th e n b e impos e d th ere on b y a n y a ppli c a ble s e c u r iti e s l a w.


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11.7 C ode S ec tion 409A . This P l a n is int e nd e d to be e x e mpt fr om the p r ovisio n s of C ode S ec tion 409A b y rea son of not b e ing d ee m e d a “ n onqu a li f i e d d e f er r e d c o m p e ns a tion pl a n” within the m ea ning of C o de S ec tion 409A ( d ) ( 1 ) . E ac h of the p r ovisions of this P l a n do c um e nt,


GENERAL INFORMATION	1
Voting	1
Shareholders Entitled to Vote	2
Cost of Proxy Solicitation	2
Electronic Access to Proxy Materials and Annual Report to Shareholders	2
S HARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	3
Principal Shareholders	3
Directors and Officers	4
Section 16(a) Beneficial Ownership Reporting Compliance	4
P ROPOSAL ONE: ELECTION OF DIRECTORS	5
General	5
Staggered Board	5
Nominees	5
Director Nominee Information	5
PROPOSAL TWO: APPROVAL OF THE ICC HOLDINGS, INC. 2016 STOCK INCENTIVE PLAN	11
Establi shment and Purpose	11
Administration	11
Performance Goals	12
Eligibility	12
Beneficiary	12
Forfeiture	12
Tax Liability	12
Shareholder Vote	12
PROPOSAL THREE: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	13
Fees Paid to Independent Re gistered Public Accounting Firm	13
C ORPORATE GOVERNANCE AND BOARD MATTERS	14
Corporate Governance Princi ples	14
Director Independence	14
Board Independence Status	15
Director Nomination Policy	15
Code of Conduct	15
Shareholder and Interested Parties Communications	15
Company Policy on Related Party Transactions	16
Certain Relationships and Related Transactions	16


Proxy — ICC Holdings, Inc.
Annual Meeting of Stockholders
May 23, 2017, 8:00 A.M. Central Daylight Time
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned appoints Arron K. Sutherland and Michael Smith (the “Named Proxies”) and each of them as proxies for the undersigned, with full power of substitution, to vote the shares of common stock of ICC Holdings, Inc., the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held at 225 20th Street, Rock Island, Illinois 61201 and all adjournments thereof.
The purpose of the Annual Meeting is to take action on the following:
1.	Elect four persons to the Board of Directors;
2.	Adopt the ICC Holdings, Inc. Equity Compensation Plan;
3.	Ratify the appointment of BKD, LLP. as the Company’s independent registered public accounting firm for the current fiscal year; and
4.	Transact such other business as may properly be brought before the meeting.
There are four directors up for election. They are:
	R. Kevin Clinton
	Joel K. Heriford
	Daniel H. Portes
	Mark J. Schwab
The Board of Directors of the Company recommends a vote “FOR” all nominees for director and “FOR” proposals 2 and 3.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS DIRECTED BY THIS PROXY. IF NO DIRECTION IS MADE THEY WILL BE VOTED FOR THE ELECTION OF THE NOMINATED DIRECTORS, FOR RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, FOR THE ADVISORY VOTE ON EXECUTIVE COMPENSATION ALL AS RECOMMENDED IN THE PROXY STATEMENT, AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXIES OR PROXY ON ANY OTHER BUSINESS TRANSACTED AT THE ANNUAL MEETING.
(Continued and to be signed on the reverse side.)
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign and return this card.
	To attend the meeting and vote your shares	☐
	in person, please mark this box.


ICC Holdings, Inc.	225 20 th Street \| Rock Island , IL 6 120 1 P: 309- 793-1700 \| www. ilcasco .com


C OMMITTEES OF THE BOARD OF DIRECTORS	16
Audit Committee	16
Compensation Committee	17
Nominating and Governance Committee	17
Enterprise Risk Management Committee	18
Executive Committee	18
Committee Membersh ip	18
B OARD MEETINGS AND COMPENSATION	18
Meetings	18
Director Compensation	18
Board Leadership Structure	19
A UDIT COMMITTEE REPORT	20
Members of the Audit Committee	21
C OMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	21
C OMPENSATION DISCUSSION & ANALYSIS	22
Introduction	22
What Guides Our New Executive Compensation Program	22
OVERVIE W OF EXECUTIVE COMPENSATION	24
Objectives	24
Elements of Company Executive Compensation	24
Other Practices and Policies	24


E XECUTIVE MANAGEMENT	25
Executive Officers	25
E XECUTIVE COMPENSATION	26
Summary Compensation Table	26
B OARD ’ S ROLE IN RISK OVERSIGHT	26
S HAREHOLDER PROPOSALS	27
O THER BUSINESS	27
I NVESTOR INFORMATION	28
Annual Shareholders Meeting	28
Internet Voting	28
Shareholder Inquiries	28
Contacting ICC Holdings, Inc.	28
ICC on the Web	28