8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Act of 1934

Date of Report (Date of earliest event reported): November 2, 2017

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. )

2201 4^th Avenue North,, Birmingham, Alabama 35203

(Address of Principal Executive Offices) (Zip Code)

(205) 870-4000

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act 17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 2, 2017, Infinity Property and Casualty Corporation’s (the “Company”) Compensation Committee approved an amended and restated form of Restricted Share Award Agreement (the “Amended R/S Agreement”) applicable to restricted share awards made on or after November 2, 2017. The Amended R/S Agreement provides that, if a “Change in Control,” as defined in Section 2(h) of the Third Amended and Restated 2013 Stock Incentive Plan (except that the phrase “two (2) years” shall be replaced with “twelve (12) months” in such definition), shall occur prior to the vesting of a restricted share award, then the vesting of such outstanding award shall be accelerated if i) the successor entity does not assume, continue, or replace such award upon such Change in Control, or ii) the award recipient’s employment shall be terminated by the Company without cause or by the recipient for good reason within 12 months of such Change in Control. The foregoing summary of changes resulting from the amendment and restatement of the form of Restricted Share Award Agreement is qualified in its entirety by the full text of the Amended R/S Agreement filed as Exhibit 10.1 to this Form 8-K and incorporated by reference as if fully set forth herein.

On November 6, 2017, the Company entered into amendments (each an “Amendment 2”) to each of the employment agreements between it and Glen N. Godwin and Samuel J. Simon, dated September 11, 2014 (the “Original Agreements”), and filed as Exhibits 10.2 and 10.4, respectively, to the Company’s Current Report on Form 8-K on September 17, 2014, as amended by Amendments No. 1, dated August 10, 2017 (“Amendments 1”, and together with the Original Agreements, the “Employment Agreements”), and filed as Exhibits 10.2 and 10.3, respectively, to the Company’s Current Report on Form 8-K on August 14, 2017.

The changes to each executive’s Employment Agreement resulting from Amendment 2 are summarized below, which summary is qualified in its entirety by the full text of each Amendment No. 2 for Messrs. Godwin and Simon, filed as Exhibits 10.2 and 10.3, respectively, to this Form 8-K and incorporated by reference as if fully set forth herein:

• Section 1.1 was amended to extend the term of each executive'sEmployment Agreementuntil October 19, 2018.

• Section 2.1(a)was amended to provide that, effective August 1, 2017, the minimum annual base salaries for Messrs. Godwin and Simon shall be $550,000 and $475,000, respectively.

• Section 2.1(b)was amended to provide that, effective January 1, 2018, the minimum annual bonus targets for Messrs. Godwin and Simon shall be $605,000 and $475,000, respectively.

Item 9.01 Financial Statements and Exhibits

 (d) Exhibits

Exhibit Number	Description
10.1	Restricted Share Award Agreement Amended and Restated as of November 2, 2017
10.2	Amendment No. 2 to the Employment Agreement for Mr. Godwin
10.3	Amendment No. 2 to the Employment Agreement for Mr. Simon

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

INFINITY PROPERTY AND CASUALTY            CORPORATION

BY:    /s/ Samuel J. Simon            

Samuel J. Simon

President and General Counsel

November 7, 2017

EX-10.1

INFINITY PROPERTY AND CASUALTY CORPORATION

RESTRICTED SHARE AWARD AGREEMENT

Amended and Restated as of November 2, 2017

Infinity Property and Casualty Corporation (the “Company”), hereby awards to [INSERT NAME] (the “Participant”) restricted shares of its common stock (the “Restricted Shares”) in accordance with and subject to the terms of the Infinity Property and Casualty Corporation 2013 Stock Incentive Plan (the “Plan”), a copy of which is attached hereto and made a part hereof, and of this Restricted Share Award Agreement (the “Agreement”).

1.Vesting of Restricted Shares. The Restricted Shares shall vest according to the following schedule:

Years of Service	Vested Percentage
1	%
2	%
3	100%
4	%

2.Acceptance by Participant. The receipt of the Restricted Shares or any portion thereof is conditioned upon acceptance by the Participant of the terms and conditions of this Agreement and the Plan. Except as otherwise provided herein, capitalized terms used but not defined herein will have the meaning ascribed to such terms in the Plan.

3.Restrictions on Restricted Shares. The Restricted Shares acquired pursuant to this Agreement are subject to certain restrictions affecting the sale, assignment, transfer, pledge, hypothecation or other disposition of such restricted Shares in accordance with and subject to the terms of the Plan. Unless otherwise provided in a Participant’s employment agreement or other written agreement with the Company, the Participant shall not be entitled to accelerated vesting of the Restricted Shares upon the Participant’s Retirement.

4.Transferability. Except in the event of Participant’s death, the Restricted Shares are non-transferable.

5.No Right to Continued Employment; No Rights as Shareholder. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an employee, consultant or director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Participant’s service to the Company at any time, with or without cause. The Participant shall not have any voting or other rights as a shareholder with respect to any Restricted Shares prior to the vesting of such Restricted Shares; provided; however that the Participant shall be entitled to receive dividends or other distribution rights on the terms provided for in the Plan.

6.Tax Liability and Withholding. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant's responsibility.

7.Treatment of Restricted Shares upon a Change in Control. If prior to the vesting of the Restricted Shares, there shall occur a Change in Control (as defined in Section 2(h) of the Stock Plan except that the reference to two (2) years shall be changed to twelve (12) months each place it appears such that the definition shall be in compliance with Section 409A of the Code):

(a)    If an outstanding award of Restricted Shares (i) is assumed by a successor entity (or affiliate thereto) or continued or (ii) is replaced with an equity award that (A) preserves the existing value of the Restricted Shares at the time of the Change in Control, (B) provides for subsequent payout in accordance with a vesting schedule that is the same or more favorable to the Participant than the vesting schedule set forth in Section 1 of this Agreement as determined in the sole discretion of the Committee, and (C) is exempt from or in compliance with Section 409A of the Code, then the Restricted Shares or such substitute thereof shall remain outstanding and be governed by the respective terms and provisions of this Agreement and the Plan (or such successor plan) subject to Section 7(c) below.

(b)    If an outstanding award of Restricted Shares is not assumed, continued, or replaced in accordance with Section 7(a) above, then upon the Change in Control, such restrictions and other conditions applicable to the outstanding Restricted Shares, including vesting requirements, shall immediately lapse and such Restricted Shares shall be free of all restrictions and fully vested (referred to as “Change-in-Control Treatment”).

(c)    If (A) an outstanding award of Restricted Shares is assumed, continued, or replaced in accordance with Section 7(a) above and (B) the Executive’s employment with the Company is terminated by the Company for any reasons other than Cause or by the Executive for Good Reason (as defined in the Participant’s most recent employment agreement with the Company as of the date of this Agreement), in each case, within the 12 month period commencing as of the closing of the Change in Control, then, as of the date of the Executive’s termination, the Change-in-Control Treatment set forth in Section 7(b) above shall apply to all assumed, continued, or replaced Restricted Shares of the Executive then outstanding.

8.General Provisions.

(a)Compliance with Law. No Common Shares shall be issued pursuant to this Agreement unless and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

(b)Governing Law. To the extent not preempted by Federal law, this Agreement shall be construed in accordance with and governed by the laws of the State of Ohio without regard to conflict of law principles.

(c)Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.

(d)Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

(e)Amendment. The Committee may, amend, prospectively or retrospectively, the terms of an Award under this Agreement; provided, that, no such amendment is inconsistent with the terms of the Plan or would materially and adversely affect the Participant's rights under this Agreement without the Participant's written consent.

(f)Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the ____ day of _________________, 20___.

INFINITY PROPERTY AND CASUALTY CORPORATION

By: _______________________

Name: _____________________

Title: ______________________

I hereby accept the award of Restricted Shares set forth above in accordance with and subject to the terms and conditions of this Agreement and of the Plan and agree to be bound thereby.

_______________________

Participant

7990347.2

EX-10.2

AMENDMENT NO.2

TO THE

EMPLOYMENT AGREEMENT

THIS AMENDMENT NO.2 (“Amendment No.2”) is made and entered into this 6^th day of November, 2017, between Infinity Property and Casualty Corporation, an Ohio corporation (the “Company”) and Glen N. Godwin (the “Executive”).

WHEREAS, the parties have previously entered into an Employment Agreement, dated September 11, 2014, (the “Original Agreement”); and

WHEREAS, the parties have previously entered into an Amendment No. 1 to the Employment Agreement, dated August 10, 2017 (“Amendment No.1” and together with the Original Agreement, the “Agreement”); and

WHEREAS, the parties desire to amend certain terms and conditions of the Agreement.

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

1. Section 1.1 is hereby amended so that the Term of the Agreement shall expire on October 19, 2018.

2. Section 2.1(a) is hereby amended so that, effective as of August 1, 2017, the Executive’s annual base salary shall be at least $550,000 for each twelve-month period of the Term.

3. Section 2.1(b) is hereby amended so that, effective as of January 1, 2018, the Executive’s annual bonus target amount shall be equal to at least $605,000.

4. Section 3.3(c) is hereby deleted in its entirety and replaced with the following:

lump-sum payment of (i) six hundred five thousand dollars ($605,000) pro-rated based on the actual number of days elapsed in the year in which the Executive’s termination takes place, plus (ii) one million two hundred ten thousand dollars ($1,210,000), with such payment to be made subject to federal, state and applicable withholding taxes and payments;

5. The parties agree that, except as amended hereby, all of the other terms and conditions of the Agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first written above.

Infinity Property And Casualty Corporation: By: /s/ Samuel J. Simon Name: Samuel J. Simon Title: President and General Counsel Executive: /s/ Glen N. Godwin Glen N. Godwin

EX-10.3

AMENDMENT NO.2

TO THE

EMPLOYMENT AGREEMENT

THIS AMENDMENT NO.2 (“Amendment No.2”) is made and entered into this 6^th day of November, 2017, between Infinity Property and Casualty Corporation, an Ohio corporation (the “Company”) and Samuel J. Simon (the “Executive”).

WHEREAS, the parties have previously entered into an Employment Agreement, dated September 11, 2014, (the “Original Agreement”); and

WHEREAS, the parties have previously entered into an Amendment No. 1 to the Employment Agreement, dated August 10, 2017 (“Amendment No.1” and together with the Original Agreement, the “Agreement”); and

WHEREAS, the parties desire to amend certain terms and conditions of the Agreement.

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

1. Section 1.1 is hereby amended so that the Term of the Agreement shall expire on October 19, 2018.

2. Section 2.1(a) is hereby amended so that, effective as of August 1, 2017, the Executive’s annual base salary shall be at least $475,000 for each twelve-month period of the Term.

3. Section 2.1(b) is hereby amended so that, effective as of January 1, 2018, the Executive’s annual bonus target amount shall be equal to at least $475,000.

4. Section 3.3(c) is hereby deleted in its entirety and replaced with the following:

lump-sum payment of (i) four hundred seventy-five thousand dollars ($475,000) pro-rated based on the actual number of days elapsed in the year in which the Executive’s termination takes place, plus (ii) nine hundred fifty thousand dollars ($950,000), with such payment to be made subject to federal, state and applicable withholding taxes and payments;

5. The parties agree that, except as amended hereby, all of the other terms and conditions of the Agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first written above.

Infinity Property And Casualty Corporation: By: /s/ Glen N. Godwin Name: Glen N. Godwin Title: Chief Executive Officer Executive: /s/ Samuel J. Simon Samuel J. Simon