11.

Share-Based Compensation Plans

On June 11, 2014, the Company’s Shareholders approved the Global Indemnity plc Share Incentive Plan (“the 2014 Plan”). The purpose of the 2014 Plan is to give the Company a competitive advantage in attracting and retaining officers, employees, consultants and non-employee directors by offering stock options, restricted shares and other stock-based awards. Under the 2014 Plan, the Company may issue up to 2.0 million A ordinary shares pursuant to awards granted under the Plan.

Options

No stock options were granted during the quarters ended September 30, 2014 and 2013. Unvested stock options of 75,000 were forfeited during the quarter ended September 30, 2014. No unvested stock options were forfeited during the quarter ended September 30, 2013.

During the nine months ended September 30, 2014, the Company awarded 25,000 Time-Based Options, with a strike price of $24.00 per share, under the 2014 Plan. Unvested stock options of 75,000 were forfeited during the nine months ended September 30, 2014. No stock options were awarded or forfeited during the nine months ended September 30, 2013.

Restricted Shares

During the quarter ended September 30, 2014, the Company did not issue any A ordinary shares to key employees under the 2014 Plan.

During the quarter ended September 30, 2013, the Company issued 7,717 A ordinary shares as a result of a former employee exercising previously granted options with a strike price of $20.00 per share.

During the nine months ended September 30, 2014, the Company issued 95,694 A ordinary shares, with a weighted average grant date value of $25.37 per share, to key employees under the 2014 Plan. Of the shares issued in 2014, 5,671 were issued to a key employee and vest 33 1/3% on each subsequent anniversary date of the award for a period of three years. The remaining 90,023 shares were issued to key employees and will vest as follows:

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50% of granted stock vests ratably over a three year period.

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50% of granted stock vests 100% on the anniversary of the third year subject to accident year true-up of bonus year underwriting results and are subject to Board approval.

During the nine months ended September 30, 2013, the Company issued 95,879 A ordinary shares at a weighted average grant date value of $21.81 per share to key employees and a former employee of the Company under the 2003 Share Incentive Plan. Of the shares issued in 2013, 14,292 were issued as a result of a former employee exercising previously granted options with a strike price of $20.00 per share and the remaining 81,587 shares will vest as follows:

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50% of granted stock vests ratably over a three year period.

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50% of granted stock vests 100% on the anniversary of the third year subject to accident year true-up of bonus year underwriting results and are subject to Board approval.

During the quarter ended September 30, 2014, the Company issued 9,498 A ordinary shares, at a weighted average grant date value of $25.23 per share, to non-employee directors of the Company under the 2014 Plan.

During the quarter ended September 30, 2013, the Company issued 9,718 A ordinary shares, at a weighted average grant date value of $23.55 per share, to non-employee directors of the Company under the 2003 Share Incentive Plan.

During the quarter ended September 30, 2013, the non-employee directors of the Company earned an additional 9,326 A ordinary shares, with a weighted average grant date value of $25.46 per share. As of September 30, 2013, these shares were not granted but were considered issued and outstanding for purposes of the financial statement and were subject to shareholder approval of the Company’s revised share incentive plan at the Company’s 2014 annual shareholder meeting which occurred on June 11, 2014.

During the nine months ended September 30, 2014, the Company issued 27,676 A ordinary shares, at a weighted average grant date value of $25.84 per share, to non-employee directors of the Company under the 2014 Plan. An additional 18,838 A ordinary shares were granted to non-employee directors on June 11, 2014. These shares were earned by non-employee directors prior to January 1, 2014 and were conditioned on shareholders’ approval of the Company’s revised share incentive plan at the 2014 annual shareholder meeting which occurred on June 11, 2014.

During the nine months ended September 30, 2013, the Company issued 31,583 A ordinary shares, at a weighted average grant date value of $22.90 per share, to non-employee directors of the Company under the 2003 Share Incentive Plan.

All of the shares issued to non-employee directors of the Company in 2014 and 2013 were fully vested but subject to certain restrictions.