INFINITY PROPERTY AND CASUALTY CORPORATION |
(Exact name of Registrant as specified in its Charter) |
Ohio | 000-50167 | 03-0483872 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No. ) |
3700 Colonnade Parkway, Suite 600, Birmingham, Alabama 35243 |
(Address of Principal Executive Offices) (Zip Code) |
(205) 870-4000 |
Registrant’s telephone number, including area code |
• | The minimum salary and bonus level opportunity, including the lump sum payable upon termination by the Company without cause or by the executive for “Good Reason” (as such term is defined in New Employment Agreements), is revised to reflect each executive’s current salary and bonus level opportunity; and |
• | The provision for immediate vesting of all outstanding stock options upon termination by the Company without cause or by the executive for Good Reason is eliminated. |
Exhibit Number | Description |
10.1 | Employment Agreement for Mr. Gober |
10.2 | Employment Agreement for Mr. Godwin |
10.3 | Employment Agreement for Mr. Pitrone |
10.4 | Employment Agreement for Mr. Simon |
10.5 | Employment Agreement for Mr. Smith |
(c) | Without Cause. |
(I) | the assignment to the Executive of any duties that are materially inconsistent with the Executive’s position with the Company (including by reason of the Company becoming a subsidiary, or under the control, of a company not an affiliate of the Company as of the date hereof) or a material adverse alteration or diminution in the nature or status of the Executive’s title or his responsibilities or authority from those in effect as of the date hereof; |
(II) | a reduction by the Company in the Executive’s annual base salary as set forth in this Agreement or as the same may thereafter be increased from time to time; |
(III) | the relocation of the Executive’s principal place of employment to a location more than fifty (50) miles from the Work Location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations as of the date hereof; |
(IV) | the failure of a successor to assume the Company’s obligations under this Agreement, or |
(V) | any material breach by the Company of its obligations under this Agreement. |
a. | Medical and Dental Insurance – The Executive and his eligible dependents who participate in these benefits prior to termination may elect COBRA benefits and the Company will adjust the COBRA payment for the entire 18 months of COBRA to be equal to what the participant would have contributed as an active employee. |
b. | Vision Insurance – This is an employee paid benefit and the participating Executive may elect COBRA benefits with the participant responsible for the full cost. |
c. | Basic Life Insurance – The Executive may elect continuation of the amount of coverage previously provided and the Company shall be responsible for the cost of such coverage and shall submit payment for the Post Termination Benefit Period directly to the provider of such insurance. The Company may, at its sole discretion, provide such insurance through the same insurance provider at the time of Termination or through a different insurance provider having a comparable or superior A.M. Best rating. The Executive shall, to the extent required by a prospective insurance provider, i) furnish such information, ii) complete and submit such applications and other documentation, and iii) submit to a reasonable and customary physical examination to enable the Company to obtain pricing quotes and to bind coverage for such insurance through a different insurance provider. |
d. | Dependent and Optional Life Insurance – This is an employee paid benefit and the participating Executive may elect to continue this coverage through the insurance provider’s portability option with the participant responsible for the full cost. |
e. | 401(k) Plan – A payment of wages in lieu of a contribution will be made to the participant. The Company match will be calculated based on the participant’s eligible wages and the election that was in effect at the time of termination. The Company discretionary and supplemental contributions will be based on eligible earnings and the last contribution percentage that was announced prior to |
f. | Claims may not be filed for disability plans during the Post Termination Benefit Period unless the date of disability was prior to the termination date. |
Infinity Property And Casualty Corporation: By: /s/ Samuel J. Simon Name: Samuel J. Simon Title: Executive Vice President and General Counsel | Executive: /s/ James R. Gober James R. Gober |
(c) | Without Cause. |
(I) | the assignment to the Executive of any duties that are materially inconsistent with the Executive’s position with the Company (including by reason of the Company becoming a subsidiary, or under the control, of a company not an affiliate of the Company as of the date hereof) or a material adverse alteration or diminution in the nature or status of the Executive’s title or his responsibilities or authority from those in effect as of the date hereof; |
(II) | a reduction by the Company in the Executive’s annual base salary as set forth in this Agreement or as the same may thereafter be increased from time to time; |
(III) | the relocation of the Executive’s principal place of employment to a location more than fifty (50) miles from the Work Location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations as of the date hereof; |
(IV) | the failure of a successor to assume the Company’s obligations under this Agreement, or |
(V) | any material breach by the Company of its obligations under this Agreement. |
a. | Medical and Dental Insurance – The Executive and his eligible dependents who participate in these benefits prior to termination may elect COBRA benefits and the Company will adjust the COBRA payment for the entire 18 months of COBRA to be equal to what the participant would have contributed as an active employee. |
b. | Vision Insurance – This is an employee paid benefit and the participating Executive may elect COBRA benefits with the participant responsible for the full cost. |
c. | Basic Life Insurance – The Executive may elect continuation of the amount of coverage previously provided and the Company shall be responsible for the cost of such coverage and shall submit payment for the Post Termination Benefit Period directly to the provider of such insurance. The Company may, at its sole discretion, provide such insurance through the same insurance provider at the time of Termination or through a different insurance provider having a comparable or superior A.M. Best rating. The Executive shall, to the extent required by a prospective insurance provider, i) furnish such information, ii) complete and submit such applications and other documentation, and iii) submit to a reasonable and customary physical examination to enable the Company to obtain pricing quotes and to bind coverage for such insurance through a different insurance provider. |
d. | Dependent and Optional Life Insurance – This is an employee paid benefit and the participating Executive may elect to continue this coverage through the insurance provider’s portability option with the participant responsible for the full cost. |
e. | 401(k) Plan – A payment of wages in lieu of a contribution will be made to the participant. The Company match will be calculated based on the participant’s eligible wages and the election that was in effect at the time of termination. The Company discretionary and supplemental contributions will be based on eligible earnings and the last contribution percentage that was announced prior to |
f. | Claims may not be filed for disability plans during the Post Termination Benefit Period unless the date of disability was prior to the termination date. |
Infinity Property And Casualty Corporation: By: /s/ James R. Gober Name: James R. Gober Title: Chairman, Chief Executive Officer and President | Executive: /s/ Glen N. Godwin Glen N. Godwin |
(c) | Without Cause. |
(I) | the assignment to the Executive of any duties that are materially inconsistent with the Executive’s position with the Company (including by reason of the Company becoming a subsidiary, or under the control, of a company not an affiliate of the Company as of the date hereof) or a material adverse alteration or diminution in the nature or status of the Executive’s title or his responsibilities or authority from those in effect as of the date hereof; |
(II) | a reduction by the Company in the Executive’s annual base salary as set forth in this Agreement or as the same may thereafter be increased from time to time; |
(III) | the relocation of the Executive’s principal place of employment to a location more than fifty (50) miles from the Work Location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations as of the date hereof; |
(IV) | the failure of a successor to assume the Company’s obligations under this Agreement, or |
(V) | any material breach by the Company of its obligations under this Agreement. |
a. | Medical and Dental Insurance – The Executive and his eligible dependents who participate in these benefits prior to termination may elect COBRA benefits and the Company will adjust the COBRA payment for the entire 18 months of COBRA to be equal to what the participant would have contributed as an active employee. |
b. | Vision Insurance – This is an employee paid benefit and the participating Executive may elect COBRA benefits with the participant responsible for the full cost. |
c. | Basic Life Insurance – The Executive may elect continuation of the amount of coverage previously provided and the Company shall be responsible for the cost of such coverage and shall submit payment for the Post Termination Benefit Period directly to the provider of such insurance. The Company may, at its sole discretion, provide such insurance through the same insurance provider at the time of Termination or through a different insurance provider having a comparable or superior A.M. Best rating. The Executive shall, to the extent required by a prospective insurance provider, i) furnish such information, ii) complete and submit such applications and other documentation, and iii) submit to a reasonable and customary physical examination to enable the Company to obtain pricing quotes and to bind coverage for such insurance through a different insurance provider. |
d. | Dependent and Optional Life Insurance – This is an employee paid benefit and the participating Executive may elect to continue this coverage through the insurance provider’s portability option with the participant responsible for the full cost. |
e. | 401(k) Plan – A payment of wages in lieu of a contribution will be made to the participant. The Company match will be calculated based on the participant’s eligible wages and the election that was in effect at the time of termination. The Company discretionary and supplemental contributions will be based on eligible earnings and the last contribution percentage that was announced prior to |
f. | Claims may not be filed for disability plans during the Post Termination Benefit Period unless the date of disability was prior to the termination date. |
Infinity Property And Casualty Corporation: By: /s/ James R. Gober Name: James R. Gober Title: Chairman, Chief Executive Officer and President | Executive: /s/ Scott C. Pitrone Scott C. Pitrone |
(c) | Without Cause. |
(I) | the assignment to the Executive of any duties that are materially inconsistent with the Executive’s position with the Company (including by reason of the Company becoming a subsidiary, or under the control, of a company not an affiliate of the Company as of the date hereof) or a material adverse alteration or diminution in the nature or status of the Executive’s title or his responsibilities or authority from those in effect as of the date hereof; |
(II) | a reduction by the Company in the Executive’s annual base salary as set forth in this Agreement or as the same may thereafter be increased from time to time; |
(III) | the relocation of the Executive’s principal place of employment to a location more than fifty (50) miles from the Work Location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations as of the date hereof; or |
(IV) | the failure of a successor to assume the Company’s obligations under this Agreement, |
(V) | any material breach by the Company of its obligations under this Agreement. |
a. | Medical and Dental Insurance – The Executive and his eligible dependents who participate in these benefits prior to termination may elect COBRA benefits and the Company will adjust the COBRA payment for the entire 18 months of COBRA to be equal to what the participant would have contributed as an active employee. |
b. | Vision Insurance – This is an employee paid benefit and the participating Executive may elect COBRA benefits with the participant responsible for the full cost. |
c. | Basic Life Insurance – The Executive may elect continuation of the amount of coverage previously provided and the Company shall be responsible for the cost of such coverage and shall submit payment for the Post Termination Benefit Period directly to the provider of such insurance. The Company may, at its sole discretion, provide such insurance through the same insurance provider at the time of Termination or through a different insurance provider having a comparable or superior A.M. Best rating. The Executive shall, to the extent required by a prospective insurance provider, i) furnish such information, ii) complete and submit such applications and other documentation, and iii) submit to a reasonable and customary physical examination to enable the Company to obtain pricing quotes and to bind coverage for such insurance through a different insurance provider. |
d. | Dependent and Optional Life Insurance – This is an employee paid benefit and the participating Executive may elect to continue this coverage through the insurance provider’s portability option with the participant responsible for the full cost. |
e. | 401(k) Plan – A payment of wages in lieu of a contribution will be made to the participant. The Company match will be calculated based on the participant’s eligible wages and the election that was in effect at the time of termination. The Company discretionary and supplemental contributions will be based on eligible earnings and the last contribution percentage that was announced prior to termination. These payments will be paid in a lump sum within 2 ½ months of termination. |
f. | Claims may not be filed for disability plans during the Post Termination Benefit Period unless the date of disability was prior to the termination date. |
Infinity Property And Casualty Corporation: By: /s/ James R. Gober Name: James R. Gober Title: Chairman, Chief Executive Officer and President | Executive: /s/ Samuel J. Simon Samuel J. Simon |
(c) | Without Cause. |
(I) | the assignment to the Executive of any duties that are materially inconsistent with the Executive’s position with the Company (including by reason of the Company becoming a subsidiary, or under the control, of a company not an affiliate of the Company as of the date hereof) or a material adverse alteration or diminution in the nature or status of the Executive’s title or his responsibilities or authority from those in effect as of the date hereof; |
(II) | a reduction by the Company in the Executive’s annual base salary as set forth in this Agreement or as the same may thereafter be increased from time to time; |
(III) | the relocation of the Executive’s principal place of employment to a location more than fifty (50) miles from the Work Location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations as of the date hereof; |
(IV) | the failure of a successor to assume the Company’s obligations under this Agreement, or |
(V) | any material breach by the Company of its obligations under this Agreement. |
a. | Medical and Dental Insurance – The Executive and his eligible dependents who participate in these benefits prior to termination may elect COBRA benefits and the Company will adjust the COBRA payment for the entire 18 months of COBRA to be equal to what the participant would have contributed as an active employee. |
b. | Vision Insurance – This is an employee paid benefit and the participating Executive may elect COBRA benefits with the participant responsible for the full cost. |
c. | Basic Life Insurance – The Executive may elect continuation of the amount of coverage previously provided and the Company shall be responsible for the cost of such coverage and shall submit payment for the Post Termination Benefit Period directly to the provider of such insurance. The Company may, at its sole discretion, provide such insurance through the same insurance provider at the time of Termination or through a different insurance provider having a comparable or superior A.M. Best rating. The Executive shall, to the extent required by a prospective insurance provider, i) furnish such information, ii) complete and submit such applications and other documentation, and iii) submit to a reasonable and customary physical examination to enable the Company to obtain pricing quotes and to bind coverage for such insurance through a different insurance provider. |
d. | Dependent and Optional Life Insurance – This is an employee paid benefit and the participating Executive may elect to continue this coverage through the insurance provider’s portability option with the participant responsible for the full cost. |
e. | 401(k) Plan – A payment of wages in lieu of a contribution will be made to the participant. The Company match will be calculated based on the participant’s eligible wages and the election that was in effect at the time of termination. The Company discretionary and supplemental contributions will be based on eligible earnings and the last contribution percentage that was announced prior to termination. These payments will be paid in a lump sum within 2 ½ months of termination. |
f. | Claims may not be filed for disability plans during the Post Termination Benefit Period unless the date of disability was prior to the termination date. |
Infinity Property And Casualty Corporation: By: /s/ James R. Gober Name: James R. Gober Title: Chairman, Chief Executive Officer and President | Executive: /s/ Roger Smith Roger Smith |