Delaware | 001-31792 | 75-3108137 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 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)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
• | Mr. Prieur will be entitled to receive a pro rata portion (through the date of his retirement) of his pay for performance bonus based on the Company's results for the year ending December 31, 2011 under previously established performance measures. |
• | The stock options previously granted to Mr. Prieur and scheduled to vest in 2012 will vest on September 30, 2011, and Mr. Prieur will have 90 days to exercise those options. The options that will vest upon his retirement are (i) 210,674 options with an exercise price of $6.45 per share, (ii) 62,500 options with an exercise price of $1.13 per share and (iii) 170,000 options with an exercise price of $3.05 per share. Options scheduled to vest in 2013 and subsequent years will be cancelled. |
• | The shares of restricted stock previously awarded to Mr. Prieur and scheduled to vest in 2012 will vest on September 30, 2011 (a total of 74,559 shares). The shares of restricted stock scheduled to vest in 2013 and subsequent years will be cancelled. |
• | an increase in the annual salary for Mr. Bonach from $550,000 to $800,000, effective October 1, 2011; |
• | an increase under the Company's pay-for-performance plan of his target and maximum bonuses to 125% and 250%, respectively, of his annual salary, effective October 1, 2011 (through September 30, 2011, his target bonus is 100% of his annual salary and his maximum bonus is 200% of his annual salary); and |
• | an extension of the expiration date of his employment agreement to October 1, 2014. |
• | an increase in the annual salary for Mr. Perry from $475,000 to $525,000, effective July 6, 2011; and |
• | an extension of the expiration date of his employment agreement to July 6, 2014. |
CNO Financial Group, Inc. | |||
Date: August 19, 2011 | |||
By: | /s/ John R. Kline | ||
John R. Kline | |||
Senior Vice President and Chief Accounting Officer | |||