-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oa3mafLaNmBnMXOufoxrc5+eO0zwntyS7pXRyaqhr6/liuyq9xq9qrPM/wvXw4ty ImP9sAieril+PniDfDiPug== 0001193125-09-048527.txt : 20090309 0001193125-09-048527.hdr.sgml : 20090309 20090309161733 ACCESSION NUMBER: 0001193125-09-048527 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090303 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090309 DATE AS OF CHANGE: 20090309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSURANT INC CENTRAL INDEX KEY: 0001267238 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 391126612 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31978 FILM NUMBER: 09666304 MAIL ADDRESS: STREET 1: ONE CHASE MANHATTAN PLAZA CITY: NEW YORK STATE: NY ZIP: 10005 8-K 1 d8k.htm FORM 8-K Form 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 Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2009

 

 

Assurant, Inc.

(Exact name of registrant as specified in charter)

 

 

Commission File Number: 001-31978

 

DELAWARE   13-3689915

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

One Chase Manhattan Plaza, 41st Floor

New York, New York 10005

(Address of principal executive offices, including zip code)

(212) 859-7000

(Registrant’s telephone number, including area code)

 

 

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:

 

¨ 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.

(b) and (c).    On March 9, 2009, Assurant, Inc. (the “Company”) issued a press release announcing the resignation of P. Bruce Camacho as Executive Vice President and Chief Financial Officer of the Company, effective March 15, 2009, and the appointment of Michael J. Peninger as the Company’s Executive Vice President and Chief Financial Officer, effective March 15, 2009. A copy of the press release announcing Mr. Camacho’s resignation and Mr. Peninger’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Prior to his appointment as Executive Vice President and Chief Financial Officer, Mr. Peninger, age 54, had served as Interim Chief Financial Officer of the Company beginning in July 2007, when, as previously disclosed, Mr. Camacho began an administrative leave from the Company after receiving a “Wells Notice” from the U.S. Securities and Exchange Commission (the “SEC”), in connection with an industry investigation of certain loss mitigation insurance products. Prior to serving as Interim Chief Financial Officer, Mr. Peninger had served as President and Chief Executive Officer of Assurant Employee Benefits, a business unit of the Company, starting in January 1999. Mr. Peninger began his career at Northwestern National Life in 1977 as an actuary. He then joined Assurant Employee Benefits in 1985 as a corporate actuary and held various positions within Assurant Employee Benefits. In 1991, Mr. Peninger was appointed Senior Vice President and Chief Financial Officer of Assurant Employee Benefits, and in 1993 he became Senior Vice President of Finance and Claims of Assurant Employee Benefits. In 1998, Mr. Peninger was appointed an Executive Vice President of the Company.

No decisions have been made regarding any changes to Mr. Peninger’s compensation in connection with his appointment as Executive Vice President and Chief Financial Officer. There is no pre-existing arrangement or understanding that required that Mr. Peninger be selected as the Executive Vice President and Chief Financial Officer of the Company. Other than a previously disclosed Change of Control Employment Agreement, Mr. Peninger does not have an employment agreement with the Company, and none is being entered into in connection with his appointment.

(e).    In connection with Mr. Camacho’s resignation, the Company entered into a Separation Agreement with Mr. Camacho, dated March 3, 2009 (the “Separation Agreement”). Under the Separation Agreement, Mr. Camacho will receive (i) cash severance payments totaling $5,000,000, to be paid in six monthly installments beginning July 2, 2009, in lieu of any other severance payments to which he may be entitled under existing agreements or plans (in aggregate, the “Severance Payment”); and (ii) reimbursement of his COBRA health benefits for a period of eighteen months following March 15, 2009, his last date of employment (the “Termination Date”). Mr. Camacho will also be paid benefits he has accrued pursuant to the terms of the Company’s qualified and non-qualified retirement plans.

Under the Separation Agreement, all of Mr. Camacho’s outstanding vested stock appreciation rights (“SARs”) shall remain exercisable for ninety days following the Termination Date, pursuant to their terms. Upon exercise, the SARs may be settled by cash payment to Mr. Camacho of an amount for each such SAR equal to the excess of (x) the closing trading price of the Company’s common stock on the New York Stock Exchange on the date of exercise over (y) the exercise price for each SAR so exercised, multiplied by the number of shares represented thereunder. All other SARs and equity awards held by Mr. Camacho that are subject to vesting and

 

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are not vested as of the Termination Date shall be cancelled and shall be of no further force or effect.

In the event that the SEC commences a civil complaint alleging that Mr. Camacho has engaged in securities fraud involving the Company (an “SEC Action”), any unpaid installments of the Severance Payment shall not be paid to Mr. Camacho but will instead be deposited into an escrow account pending resolution of the SEC Action. Such amounts, together with any installments of the Severance Payment already paid to Mr. Camacho, may be subject to forfeiture depending on the outcome of the SEC Action. Mr. Camacho has represented that he has not knowingly violated or caused the Company to violate any federal or state securities law.

Mr. Camacho is subject to certain restrictive covenants. Under the Separation Agreement, he shall not: (i) for a period of two years following the Termination Date, solicit or hire any employee of the Company who was employed by the Company as of the Termination Date or within the two month period prior thereto, (ii) for a period of two years following the Termination Date, cause any person doing business or having a business relationship with the Company to alter or terminate such person’s relationship with the Company in any way, and (iii) at any time, disclose to third parties any confidential information of the Company or use such information for the benefit of anyone but the Company.

The Company and Mr. Camacho have agreed not to disparage or denigrate one another; however, the Separation Agreement does not limit or prevent either party from providing truthful testimony or statements to governmental, regulatory or law enforcement agencies or in a court of law. The Company and Mr. Camacho also agreed to mutual releases and covenants not to sue, subject to certain exceptions. Mr. Camacho has seven days from the date of execution of the Separation Agreement to revoke the releases and covenants not to sue (in which case he would not receive the Severance Payment).

A copy of the Separation Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Separation Agreement is qualified in its entirety by reference to Exhibit 10.1.

Mr. Camacho has also agreed to provide certain consulting services to the Company. The terms of the consulting arrangement are governed by a consulting agreement between Mr. Camacho and the Company, effective March 16, 2009 (the “Consulting Agreement”). Under the Consulting Agreement, Mr. Camacho will serve as a consultant to the Company until March 15, 2010 or the agreement’s earlier termination (the “Consulting Period”). Mr. Camacho will receive a retainer, payable in arrears, of $100,000 per month, provided that (i) if the Company terminates the Consulting Period for “cause,” which includes the occurrence of an event for which Mr. Camacho would forfeit the Severance Payment, the Company shall have no further obligation to pay such retainer after termination, and (ii) if the Company terminates the Consulting Period without “cause,” the Company shall be obligated to continue paying such retainer until March 15, 2010. Mr. Camacho also agreed to refrain, during the Consulting Period, from providing services to anyone that competes with the Company in any jurisdiction in which the Company does business.

A copy of the Consulting Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the Consulting Agreement is qualified in its entirety by reference to Exhibit 10.2.

 

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Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits. The following exhibits are filed herewith:

 

10.1    Separation Agreement, dated March 3, 2009, by and between Assurant, Inc. and Philip Bruce Camacho.
10.2    Consulting Agreement, dated March 3, 2009, by and between Assurant, Inc. and Philip Bruce Camacho.
99.1    Press Release issued by Assurant, Inc. on March 9, 2009.

 

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SIGNATURES

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

 

Assurant, Inc.
By:   /s/    Stephen W. Gauster
 

Stephen W. Gauster

Senior Vice President, Chief Corporate

Counsel and Assistant Secretary

Date: March 9, 2009

 

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INDEX TO EXHIBITS

 

Exhibit No.

  

Description

10.1    Separation Agreement, dated March 3, 2009, by and between Assurant, Inc. and Philip Bruce Camacho
10.2    Consulting Agreement, dated March 3, 2009, by and between Assurant, Inc. and Philip Bruce Camacho
99.1    Press Release issued by Assurant, Inc. on March 9, 2009

 

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EX-10.1 2 dex101.htm SEPARATION AGREEMENT Separation Agreement

Exhibit 10.1

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (this “Agreement”) is entered into on March 3, 2009, by and between Assurant, Inc. (the “Company”) and Philip Bruce Camacho (the “Employee”).

WHEREAS, the Employee served as an officer and employee of the Company and its subsidiaries and predecessors for 18 years, and currently holds the position of Executive Vice President and Chief Financial Officer of the Company;

WHEREAS, in July 2007, the Employee was placed on administrative leave by the Company after receiving a Wells Notice resulting from an investigation by the United States Securities and Exchange Commission (the “SEC”) concerning the Company’s accounting for cash flows under a finite reinsurance treaty that expired at the end of 2004 (the “SEC Investigation”);

WHEREAS, the Employee is cooperating with the Company and the SEC in connection with the SEC Investigation;

WHEREAS, the Employee wishes to resign his employment with the Company, and the parties hereto wish to conclude the Employee’s employment on the terms set forth in this Agreement and to provide for certain post-employment covenants; and

WHEREAS, simultaneously with this Agreement, the Employee has entered into a consulting agreement with the Company, dated as of the date hereof (the “Consulting Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants and representations contained in this Agreement and the Consulting Agreement, the parties hereto agree as follows:

1.    Termination of Employment

The Employee’s employment with the Company shall cease effective on March 15, 2009 (the “Termination Date”). Effective as of the Termination Date, the Employee hereby resigns his position as Executive Vice President and Chief Financial Officer of the Company, as well as from any and all positions held by the Employee as an officer or director of any subsidiary of the Company. From and after the Termination Date, the Employee shall not hold any office or position with, nor maintain any other status as an employee or agent of, the Company or any subsidiary or affiliate of the Company. Effective on the date hereof, the letter agreement by and between the Employee and American Bankers Insurance Group, Inc., (a subsidiary of the Company), dated October 17, 1997 (the “Employment Agreement”), is hereby terminated and shall be of no further force or effect.


2.    Severance Payment

Subject to the payment restrictions set forth in Section 5 hereof, the Company shall pay to the Employee, as severance pay in connection with termination of employment, an aggregate amount of $5,000,000 (the “Severance Payment”). The Severance Payment shall be payable in six (6) consecutive monthly installments of $833,333.33 each, beginning on July 2, 2009, and shall be subject to applicable tax withholding requirements. The Severance Payment shall be in lieu of any other severance payments to which the Employee may be entitled under the Employment Agreement or under any severance plan, program or agreement of the Company or any subsidiary.

3.    Employee Benefits

A.    Nonqualified Plans. The Employee shall be entitled to payment of his accrued benefits pursuant to the terms of the Assurant Executive 401(k) Plan, the Assurant Executive Pension Plan and the Assurant Supplemental Executive Retirement Plan (the “Plans”). All payments under the Plans shall be made as soon as practicable following the Termination Date, provided that the commencement of any such payment that is subject to the requirements of Section 409A of the Internal Revenue Code and the regulations promulgated thereunder (Section 409A”) shall be delayed until the date that is date that is six (6) months and one day following the Employee’s “separation from service” within the meaning of Section 409A (which the parties agree occurred on January 1, 2009).

B.    COBRA Continuation. The Company shall reimburse the Employee for COBRA healthcare continuation premiums at the then-applicable rates based on the Employee’s coverage election for a period of eighteen (18) months following the Termination Date, provided, that the Employee makes a valid COBRA election, which has been provided to the Employee.

C.    Other Benefits. Except as specifically provided herein, this Agreement shall have no effect on the rights of the Employee to payments or other benefits due to the Employee pursuant to the terms of any employee benefit plans of the Company, including, without limitation the tax-qualified pension plans in which the Employee participates. The Employee shall be entitled to receive such benefits and payments as the Employee is entitled pursuant to the terms of such employee benefit plans. No portion of the Severance Payment shall be taken into account in determining the amount of any employee benefit. The Employee shall receive a check within fifteen (15) days after the Termination Date for the amount of his unused vacation and paid time off.

4.    Equity Rights

A.    Exercise of SARs. All outstanding, vested stock appreciation rights (“SARs”) shall remain exercisable for ninety (90) days following the Termination Date, pursuant to the terms of the applicable SAR agreements; provided, that, at the Employee’s option, the SARs may be settled in cash (less applicable withholding taxes) upon exercise, in an amount equal to the excess of the Fair Market Value over the exercise price for each SAR so exercised, multiplied by the number of shares thereof. For purposes hereof, the “Fair Market Value” shall

 

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equal the closing trading price of the Company’s common stock on the New York Stock Exchange on the date of exercise. All payments under this Section 4.A. shall be made within fifteen (15) days following the date of exercise by wire transfer in accordance with wire transfer instructions furnished to the Company on or prior to the date of exercise. All other stock appreciation rights and other equity grants held by the Employee that are not yet vested as of the Termination Date shall be cancelled and shall be of no further force or effect.

B.    Trading Restrictions. Effective immediately following the Termination Date, the Employee shall no longer be subject to the Company’s securities trading policies, except with respect to any restrictions that apply to material non-public information that the Employee may possess.

5.    Payment Restrictions

A.    Potential Escrow of Severance Payment. In the event that the SEC files a civil complaint alleging that the Employee has engaged in securities fraud under Section 17(a)(1) of the Securities Act of 1933 and/or Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder involving the Company (an “SEC Action”), any installments of the Severance Payment that are unpaid as of the date of the filing of the SEC Action shall not be paid directly to the Employee and shall instead be deposited into a third party (approved by the Employee) escrow account pending resolution of the SEC Action. The terms of any such escrow arrangement shall be determined by the Company in good faith and shall provide for the payment of a reasonable rate of interest on the escrowed amounts, and the amounts to be deposited into the escrow account shall be subject to withholding tax, if any, as determined by the Company in good faith to be required under applicable tax laws. The escrow agreement shall provide that the amount of the Severance Payment held in the escrow account, plus accrued interest, shall be released from escrow and paid to the Employee in the event of, and on a date that is no later than fifteen (15) days following the entry of a non-appealable, final resolution of the SEC Action with respect to the Employee in which there is neither a final, non-appealable judicial finding nor a final, non-appealable jury verdict that Employee has violated or is liable under Section 17(a)(1) of the Securities Act of 1933 or Section 10(b) of the Securities Exchange Act or 1934.

B.    Forfeiture and Reimbursement of Severance Payment and Benefits. In the event of a non-appealable, final judicial finding that the Employee has engaged in fraud under Section 17(a)(1) of the Securities Act of 1933 and/or Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder (a “Forfeiture Event”), the Company may, in its discretion, cause the Employee to irrevocably forfeit his entitlement to any unpaid Severance Payment under Section 2 hereof, and within fifteen (15) days of the Forfeiture Event, reimburse the Company in immediately available funds for all Severance Payments previously made to the Employee.

C.    Sarbanes-Oxley. This Agreement is not intended to, and does not, alter or modify either party’s rights or liabilities, if any, under section 304 of the Sarbanes-Oxley Act of 2002.

 

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6.    Employee Representations

The Employee represents and warrants that he has not knowingly violated or caused the Company to violate any federal or state securities law.

7.    Employee Covenants

A.    Confidential Information. At any time prior to or after the Termination Date, the Employee shall not, (a) except as required by law or by order of a government agency or court of competent jurisdiction, disclose to any person, firm, corporation or other business entity any Confidential Information proprietary to the Company concerning the business, finances, products, services, operations, clients, employees, or affairs of the Company or any subsidiary or affiliate thereof, for any reason or purpose whatsoever, or (b) make use of any such non-public information for personal purposes or for the benefit of any person, firm, corporation or other business entity, except the Company or any subsidiary or affiliate thereof. “Confidential Information” means information not generally known or available outside the Company and information entrusted to the Company in confidence by third parties. Confidential Information includes, without limitation: Company inventions, technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, developments, processes, formulas, techniques, lists of, or information relating to, suppliers and customers, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to the Employee by the Company.

Further, except as is necessary to obtain new employment or as required by law or by order of a government agency or court of competent jurisdiction, the Employee shall not disclose the reasons for or terms of his departure from the Company without the written consent of the Company, and will not disclose the contents or substance of this Agreement or the Release (as defined in Section 11 hereof) to anyone except his immediate family or any tax, legal or other counsel he has consulted regarding the meaning or effect hereof, and he will instruct each of the foregoing not to disclose the same. The Employee shall, within ten (10) days following to the Termination Date, return to the Company any documents, records, files and other information (whether recorded or stored in paper or electronic form) and any property belonging or relating to the Company, its affiliates, customers, clients or employees, except as requested in the performance of the Employee’s obligations under the Consulting Agreement. The Employee acknowledges that all such materials are, and will remain, the exclusive property of the Company, and the Employee may not retain originals or copies of such materials.

B.    Nonsolicitation and Non-Hire Restriction. For a period of two (2) years following the Termination Date (the “Restricted Period”), the Employee shall not, whether on his own behalf or on behalf of or in conjunction with any other person or entity, directly or indirectly,

(i)    cause any customer, policyholder, client, or agent doing business or having business relationship with the Company or any of its subsidiaries or affiliates to alter or terminate such person’s relationship with the Company or its subsidiaries or affiliates in any way, or

 

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(ii)    solicit or hire any employee who (a) was employed by the Company or any subsidiary or affiliate thereof as of the Termination Date or (b) left the employment of the Company or any subsidiary or affiliate thereof on or within two months prior to the Termination Date.

C.    Nondisparagement. The Employee shall not publicly or privately disparage or denigrate the Company or its officers or directors in respect of their integrity or business practices, performance, skills, acumen, experience or success, or concerning any officers or directors personally. The Company shall not and shall direct its officers and directors not to, publicly disparage or denigrate the Employee in respect of the Employee’s integrity or business practices, performance, skills, acumen, experience or success, or concerning the Employee personally. The respective parties shall only be responsible for, and bear any and all liability, for, any breach of this Section 7.C if such breach is knowingly and willfully committed and involves a material public disparagement of the other party. Notwithstanding the foregoing, neither the Company nor the Employee shall be entitled to terminate, rescind, repudiate or seek judicial invalidation of this Agreement or any of its provisions as a remedy for any breach or alleged breach of this Section 7.C. Notwithstanding the foregoing, nothing in this Section 7.C. is intended to prohibit, limit or prevent either party from providing truthful testimony in a court of law, truthful statements to a government official, regulatory or law enforcement agency or pursuant to voluntary requests by SEC staff or a properly issued subpoena, including, without limitation, in connection with the SEC Investigation, and such testimony or statements shall not be deemed to be a violation of this Section 7.C.

D.    Consulting and Cooperation. The Employee agrees to enter into and perform his obligations under the Consulting Agreement. The Employee agrees that he shall not act as an expert witness, consultant or otherwise in any litigation against the Company.

8.    Enforcement of Restrictions

A.    Reasonableness. The Employee hereby acknowledges and agrees that: (i) the restrictions provided in this Agreement are reasonable in time and scope in light of the necessity of the protection of the business of the Company; (ii) his ability to work and earn a living will not be unreasonably restrained by the application of these restrictions; and (iii) if a court concludes that any of the restrictions in this Agreement are overbroad or unenforceable for any reason, the court shall modify the relevant provision to the least extent necessary and then enforce it as modified.

B.    Injunctive and Other Relief. The Employee recognizes and agrees that should he fail to comply with the restrictions set forth herein, which restrictions are vital to the protection of the Company’s business, the Company will suffer irreparable injury and harm for which there is no adequate remedy at law. Therefore, the Employee agrees that in the event of the breach or threatened breach by him of any of the terms and conditions of Sections 7.A or 7.B hereof, the Company shall be entitled to preliminary and permanent injunctive relief against him and any other relief as may be awarded by a court having jurisdiction over the dispute. In the event of a judicial finding of a material breach by the Employee of the provisions of Sections 7.A or 7.B hereof, the Company shall have the right to cease making any payments, or providing other benefits, under this Agreement. The rights and remedies enumerated in this Section 8 shall be

 

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independent of each other, and shall be severally enforced, and such rights and remedies shall be in addition to, and not in lieu of, any other rights or remedies available to the Company in law or in equity.

9.    Public Announcement

The Employee shall have the right to review any press release or other public announcement made by the Company in connection with the execution of this Agreement and matters relating to this Agreement. The Company shall in good faith consider any suggestions that Employee communicates to the Company with reasonable promptness after receiving a draft of any such press release or other public announcement, provided that the Company shall have the right in its sole discretion to make all final determinations with regard to any such press release or other public announcement. The Employee shall not make any public announcement concerning his employment with or termination of employment from the Company nor make any private statement that is inconsistent with the Company’s public announcements, provided that the Employee shall not be precluded from providing truthful testimony in a court of law, truthful statements to a government official, regulatory or law enforcement agency or pursuant to voluntary requests by SEC staff or a properly issued subpoena.

10.    Indemnification

The Company shall indemnify the Employee to the maximum extent permitted by applicable law and the Company’s bylaws with respect to the Employee’s service to the Company, including the advancement of legal fees, and the Employee shall also be covered under a directors and officers liability insurance policy(ies) paid for by the Company during the Employee’s employment with the Company. In no event whatsoever shall the Company pay, or agree to pay or indemnify, any disgorgement, interest or penalty amounts that the Employee is ordered to pay by the SEC or a court of law in the SEC Action. The Company’s obligations under this Section 10 shall survive termination of the Employee’s service with the Company and also termination or expiration of this Agreement.

11.    Release of Claims

The parties shall execute the General Release and Covenant Not to Sue attached hereto as Exhibit A (the “Release”). Notwithstanding anything contained herein to the contrary, the Severance Payment shall be conditioned upon the Employee’s execution and non-revocation of the Release and compliance with the terms of the Release.

12.    Notices

All notices, requests and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given, if delivered in person, by courier or by facsimile transmission, or sent by express, registered or certified mail, postage prepaid, addressed as follows:

 

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If to the Employee:

Philip Bruce Camacho

2935 Gainesway Court

Cumming, GA 30041

with a copy to:

J. Peter Coll, Jr., Esq.

Orrick Herrington & Sutcliffe LLP

666 Fifth Avenue

New York, NY 10103-0001

If to the Company:

Bart Schwartz

Executive Vice President, Chief Legal Officer and Secretary

Assurant, Inc.

One Chase Manhattan Plaza

New York, NY 10005

with a copy to:

Paul J. Wessel, Esq.

Milbank, Tweed, Hadley & McCloy LLP

One Chase Manhattan Plaza

New York, NY 10005

Either party may, by written notice to the other, change the address to which notices to such party are to be delivered or mailed.

13.    Tax Matters

A.    Withholding of Taxes.

All Severance Payments and other benefits required to be provided by the Company to the Employee under this Agreement shall be subject to the withholding of such amounts relating to taxes and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law, regulation or Company policy.

B.    Section 409A of the Code.

The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Section 409A. In no event whatsoever shall the Company

 

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be liable for any additional tax, interest or penalties that may be imposed on the Employee by Section 409A or any damages for failing to comply with Section 409A.

14.    Governing Law

This Agreement shall be construed, interpreted and enforced in accordance with the laws the State of New York, without giving effect to the choice of law principles thereof.

15.    Waiver of Breach

Any waiver of any breach of this Agreement shall not be construed to be a continuing waiver or consent to any subsequent breach on the part either of the Employee or of the Company.

16.    Non-Assignment; Successors

Neither party hereto may assign his or its rights or delegate his or its duties under this Agreement without the prior written consent of the other party; provided, however, that (i) this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company upon any sale of all or substantially all of the Company’s assets, or upon any merger, consolidation or reorganization of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company, and (ii) this Agreement shall inure to the benefit of and be binding upon the heirs, assigns or designees of the Employee to the extent of any payments due to them hereunder. As used in this Agreement, the term “Company” shall be deemed to refer to any such successor or assign of the Company referred to in this Section 16.

17.    Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be not enforceable in the manner set forth in this Agreement, the Employee and the Company agree that it is the intention of the parties that such provision should be enforceable to the maximum extent possible under applicable law. If any provision of this Agreement is held to be invalid or unenforceable, such invalidation or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement (or any portion thereof).

18.    Entire Agreement

This Agreement, together with the Consulting Agreement, constitutes the entire agreement by and between the Company and the Employee with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements or understandings between the Employee and the Company with respect to such subject matter, whether written or oral, including, without limitation the Employment Agreement. This Agreement may be amended or modified only by a written instrument executed by the Employee and the Company.

 

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19.    Acknowledgement; Attorneys’ Fees

The Employee acknowledges that the Company has advised him to seek and have the services and advice of legal counsel in reviewing and understanding this Agreement and the Release prior to executing them, and that he has had the opportunity to obtain such services and advice in reviewing and understanding this Agreement and the Release prior to entering into them. The Employee further acknowledges that the Release is intended to be legally binding and to cancel any and all rights of the Employee against the Company, and that he fully understands this Agreement and the Release contained herein and the legal effect thereof. The Company agrees that it shall promptly pay Orrick, Herrington & Sutcliffe LLP for reasonable attorneys’ fees and expenses incurred in connection with entering into this Agreement, up to a maximum of $50,000, provided that the Employee submits to the Company appropriate detailed invoices of such attorneys’ fees and expenses.

[SIGNATURES ON FOLLOWING PAGE]

 

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.

 

EMPLOYEE

/s/ Philip Bruce Camacho

 

Philip Bruce Camacho

 

ASSURANT, INC.

By:

  /s/ Bart Schwartz

Name:

 

Bart Schwartz

Title:

 

Executive Vice President and

Chief Legal Officer

 

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EXHIBIT A

GENERAL RELEASE AND COVENANT NOT TO SUE

THIS GENERAL RELEASE AND COVENANT NOT TO SUE (this “Release”) is entered into by and between Philip Bruce Camacho (the “Employee”) and Assurant, Inc. (the “Company”) pursuant to the terms of the Separation Agreement, dated as of March 3, 2009, by and between the Employee and the Company, to which this Release is attached (the “Separation Agreement”).

1.    Release by the Employee

The Employee hereby releases and forever discharges, and covenants not to sue, the Company or its subsidiaries, affiliates, their directors, members, officers, agents, stockholders, successors and assigns, both individually and in their official capacities, (the “Company Released Parties”) from, and with respect to, any and all actions, causes of action, covenants, contracts, claims, demands, suits, and liabilities whatsoever, which the Employee ever had, now has or which his heirs, executors, administrators and assigns, or any of them hereafter can, shall or may have by reason of or related to the Employee’s employment with, or termination of employment from, the Company and/or its subsidiaries and affiliates.

By signing this Release, the Employee is providing a complete waiver of all claims against the Company Released Parties that may have arisen, whether known or unknown, up and until the effective date of this Release. This includes, but is not limited to, claims based on Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act) (the “ADEA”), the Americans With Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974 (except as to claims pertaining to vested benefits under employee benefit plans maintained by the Company Released Parties), and all applicable amendments to the foregoing acts and laws, or any common law, public policy, contract (whether oral or written, express or implied) or tort law, and any other local, state or Federal law, regulation or ordinance having any bearing whatsoever on the terms and conditions of the Employee’s employment and the cessation thereof.

The Employee further agrees, promises and covenants that, to the maximum extent permitted by law neither, he, nor any person, organization, or other entity acting on his behalf has or will file, charge, claim, sue, or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other relief) against the Company Released Parties involving any matter occurring in the past up to the date of this Release, or involving or based upon any claims, demands, causes of action, obligations, damages or liabilities which are the subject of this Release. This Release shall not affect the Employee’s rights under the Separation Agreement or under the Older Workers Benefit Protection Act to have a judicial determination of the validity of this Release and does not purport to limit any right the Employee may have to file a charge under the ADEA or other civil rights statute or to participate in an investigation or proceeding conducted by the Equal Employment Opportunity


Commission or other investigative agency. This Release does, however, waive and release any right to recover damages under the ADEA or any other civil rights statute.

Notwithstanding anything to the contrary contained in this Release, nothing in this Section 1 shall apply to, or release the Company from, any rights and claims of the Employee directly or indirectly arising from or under or related to any obligation or commitment of the Company under the Separation Agreement.

2.    Release by the Company

The Company on behalf of itself and its subsidiaries and affiliates hereby releases and forever discharges, and covenants not to sue, the Employee from, and with respect to, any and all actions, causes of action, covenants, contracts, claims, demands, suits, and liabilities whatsoever, which the Company ever had, now has or shall or may have by reason of or related to the Employee’s employment with, or termination of employment from, the Company and/or its subsidiaries and affiliates.

The Company on behalf of itself and its subsidiaries and affiliates further agrees, promises and covenants that, to the maximum extent permitted by law neither, they, nor any person, organization, or other entity acting on their behalf has or will file, charge, claim, sue, or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other relief) against the Employee involving any matter occurring in the past up to the date of this Release, or involving or based upon any claims, demands, causes of action, obligations, damages or liabilities which are the subject of this Release.

Notwithstanding anything to the contrary contained in this Release, nothing in this Section 2 shall apply to, or release the Employee from, any rights and claims of the Company or its subsidiaries and affiliates, or any liability he may have to the Company, directly or indirectly arising from or related to the Separation Agreement.

3.    Review and Revocation Period; Acknowledgement

(a)    The Employee acknowledges that he has been given at least twenty-one (21) days to review this Release and has been given the opportunity to consult with legal counsel, and he is signing this Release knowingly, voluntarily and with full understanding of its terms and effects, and he voluntarily accepts the severance payment and benefits provided for in the Separation Agreement for the purpose of making full and final settlement of all claims referred to above. If the Employee has signed this Release prior to the expiration of the twenty-one (21) day period, he has done so voluntarily. The Employee also understands that he has seven (7) days after executing this Release to revoke this Release, and that this Release will not become effective if he exercises his right to revoke his signature within seven (7) days of execution.

(b)    The parties hereto acknowledge that they have not relied on any representations or statements not set forth in the Separation Agreement or this Release.

 

2


4.    Legal Construction

This Release shall be governed by and construed in accordance with the laws of the State of New York. If any provision in this Release is held invalid or unenforceable for any reason, the remaining provisions shall be construed as if the invalid or unenforceable provision(s) had not been included.

IN WITNESS WHEREOF, the parties have executed this Release on March 3, 2009.

 

EMPLOYEE

/s/ Philip Bruce Camacho

Philip Bruce Camacho

 

ASSURANT, INC.

By:   /s/ Bart Schwartz

Name:  Bart Schwartz

Title:    Executive Vice President and

             Chief Legal Officer

 

3

EX-10.2 3 dex102.htm CONSULTING AGREEMENT Consulting Agreement

Exhibit 10.2

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “Agreement”) is entered into on March 3, 2009, by and between Assurant, Inc. (the “Company”) and Philip Bruce Camacho (the “Consultant”).

WHEREAS, the Consultant has served as an officer and employee of the Company and its subsidiaries and predecessors for 18 years, and currently holds the position of Executive Vice President and Chief Financial Officer of the Company;

WHEREAS, simultaneously with this Agreement, the Consultant has entered into a separation agreement with the Company, dated as of the date hereof (the “Separation Agreement”), pursuant to which the parties have concluded the Consultant’s employment on the terms set forth therein and provided for certain post-employment covenants; and

WHEREAS, the Company wishes to retain the services of the Consultant following the cessation of employment to perform the Consulting Services over the term of the Consulting Period, as specified herein, and the Consultant has agreed to perform such services.

NOW, THEREFORE, in consideration of and in reliance upon the foregoing and the covenants, obligations and agreements contained herein, the parties hereto agree as follows:

1.    Consulting Services.

(A)    Scope of Consulting Services. The Company and the Consultant agree that during the Consulting Period (as defined in Section 3(A) hereof), the Consultant shall provide to the Company litigation support services and such strategic advisory services as may be assigned to Consultant from time to time (the “Consulting Services). The Consulting Services shall be provided as reasonably requested from time to time by the Company’s Executive Vice President, Human Resources (the “EVP-HR”), except in connection with litigation support services, as to which the Consulting Services shall be at the request of the Company’s Chief Legal Officer (the “CLO”) or his designee. During the Consulting Period, the Consultant shall report to the EVP-HR and the CLO, as applicable; provided, however, that, under no circumstances shall the EVP-HR or the CLO provide the Consultant with any instructions or suggestions relating to the SEC Investigation (as defined in the Separation Agreement) or any of the issues raised in connection therewith.

(B)    Time of Performance. The Consultant shall perform the Consulting Services at such times as may be reasonably requested by the Company, taking into account for scheduling purposes the commitments of the Consultant that are unrelated to the Consulting Services, to the extent possible. It is the expectation of the parties that the Consulting Services shall not exceed, on average, forty (40) hours per week.

(C)    Place of Performance. The Consultant shall not maintain a regular business office at the Company’s place of business. The Consultant shall be responsible for establishing a business office for the performance of the Consulting Services at the Consultant’s home or


another location that is suitable to the performance of the Consulting Services, as selected by the Consultant. Notwithstanding the foregoing, the Company may occasionally require the Consultant to attend meetings at the Company’s place of business or to travel to perform the Consulting Services.

2.    Consulting Fees and Expenses.

(A)    Consulting Fees. In consideration for the Consulting Services to be performed by the Consultant hereunder, the Consultant shall be paid a retainer of $100,000 per month, payable in arrears on a monthly basis (the “Consulting Fees”). Each payment of the Consulting Fees shall be a separate payment for purposes of Section 409A (as defined in Section 13 of this Agreement).

(B)    Business Expenses. All reasonable and necessary out-of-pocket travel and other business expenses incurred by the Consultant in the performance of the Consulting Services hereunder shall be reimbursed by the Company in accordance with the Company’s expense reimbursement policies. Notwithstanding the foregoing, the Consultant shall not be reimbursed for the expense of maintaining a business office or technical support services, it being understood that such expenses are taken into account in the Consulting Fees provided above.

3.    Consulting Period; Termination.

(A)    General. The Consulting Services shall commence on March 16, 2009 (the “Effective Date”) and shall continue in effect until March 15, 2010. Notwithstanding the foregoing, this Agreement may be earlier terminated as provided below in this Section 3. The period of time during which the Consultant provides the Consulting Services hereunder shall be referred to herein as the “Consulting Period.”

(B)    Termination For Cause. The Consulting Period may be terminated by the Company prior to the expiration of the Consulting Period for “Cause.” In the event of a termination of the Consulting Period for “Cause,” the Company shall have no further obligation for the payment of Consulting Fees under this Agreement. For purposes of this Agreement, the term “Cause” shall mean the occurrence of one or more of the following events: (i) the Consultant’s willful failure or refusal (other than by reason of a Disability, as defined below) to perform the Consulting Services as reasonably requested by the Company, which is not cured within thirty (30) days after receipt by the Consultant of written notice of same, (ii) the Consultant’s conviction of, or plea of nolo contendere to, a felony or other crime involving moral turpitude, (iii) the occurrence of a “Forfeiture Event” within the meaning of Section 5.B. of the Separation Agreement, (iv) the requirement by the United States Securities and Exchange Commission (the “SEC”) or any other governmental authority that the Company terminate the Company’s relationship with the Consultant; provided, however, that the Company shall not on its own initiative offer and shall endeavor in good faith to avoid, any such requirement in connection with any discussions with the SEC (or its staff) concerning a potential resolution of the SEC Investigation, or (v) the Consultant’s commission of a material breach any of the Consultant covenant provisions of Section 6 of this Agreement or the employee covenant provisions of Section 7 of the Separation Agreement. Notwithstanding the foregoing, nothing in

 

2


this Agreement shall affect the Company’s or its Board of Directors’ right to respond in any manner whatsoever to any request made by the SEC (or its staff), as and in the manner determined by the Board of Directors in its sole discretion.

(C)    Termination Without Cause. The Consulting Period may be terminated by the Company prior to the expiration of the Consulting Period without “Cause.” In the event of a termination of the Consulting Period without “Cause,” the Company shall be required to continue to pay to the Consultant any unpaid Consulting Fees for the remainder of the original 12-month term of this Agreement, provided that the final payment shall be paid not later than March 15, 2010.

(D)    Death; Disability. The Company’s relationship with the Consultant during the Consulting Period shall automatically terminate upon the Consultant’s death or “Disability.” In the event of a termination of the Consulting Period upon death or Disability, the Company shall have no further obligation for the payment of Consulting Fees under this Agreement. For purposes of this Agreement, the term “Disability” shall mean the inability of the Consultant to perform the Consulting Services on account of physical or mental illness or incapacity for a period of 180 calendar days, whether or not consecutive, during the Consulting Period, as a result of a condition that is expected to result in a total or permanent disability.

4.    Independent Contractor.

(A)    Status. The Consultant acknowledges and agrees that the Consultant’s status at all times during the Consulting Period shall be that of an independent contractor, and that the Consultant may not, at any time during the Consulting Period, act as a representative for or on behalf of the Company for any purpose or transaction, and may not bind or otherwise obligate the Company in any manner whatsoever without obtaining the prior written approval of the Company therefor. The Consultant is not eligible for, and shall not actively participate in, any of the Company’s benefit plans during the term of this Agreement.

(B)    Taxes. The parties hereby acknowledge and agree that all compensation paid pursuant to Section 2 hereof shall represent fees for services as an independent contractor, and shall therefor be paid without any deductions or withholdings taken therefrom for taxes or for any other purpose. The Consultant further acknowledges that the Company makes no warranties as to any tax consequences regarding payment of such compensation, and specifically agrees that the determination of any tax liability or other consequences of payments made hereunder is the Consultant’s sole and complete responsibility and that the Consultant will pay all taxes, if any, assessed on such payments under the applicable laws of any Federal, state, or local jurisdiction.

5.    No Conflicts.

The Consultant hereby represents that the performance of the Consulting Services hereunder does not and will not conflict with or violate any obligation or duty that the Consultant may have to any other Person (as defined below), whether such obligation or duty results from the Consultant’s current or prior affiliation as a stockholder, owner, officer, member of the board of directors, employee or consultant, or by contract or otherwise.

 

3


6.    Consultant Covenants.

(A)    Separation Agreement Covenants. In partial consideration of this Agreement, the Consultant hereby acknowledges and reaffirms the employee covenant provisions contained in Section 7 (Employee Covenants) of the Separation Agreement, including the provisions contained in Sections 17 (Severability) and 8.B (Injunctive Relief) thereof as they relate to such employee covenant provisions, and understands that such employee covenants shall remain in full force and effect in accordance with their terms as if incorporated herein in their entirety.

(B)    Noncompetition during Consulting Period. The Consultant agrees that, during the Consulting Period, without the express written consent of the Company, he will not provide services to any business, entity, company, institution or individual (collectively, “Persons”) other than the Company, that is competitive with the business of the Company or its subsidiaries in any jurisdiction in which they engage in business.

(C)    Reasonableness. The Consultant hereby acknowledges and agrees that: (i) the restrictions provided in this Agreement are reasonable in time and scope in light of the necessity of the protection of the business of the Company, (ii) his ability to work and earn a living will not be unreasonably restrained by the application of these restrictions, and (iii) if a court concludes that any of the restrictions in this Agreement are overbroad or unenforceable for any reason, the court shall modify the relevant provision to the least extent necessary and then enforce it as modified.

(D)    Injunctive and Other Relief. The Consultant recognizes and agrees that should he fail to comply with the restrictions set forth herein, which restrictions are vital to the protection of the Company’s business, the Company will suffer irreparable injury and harm for which there is no adequate remedy at law. Therefore, the Consultant agrees that in the event of the breach or threatened breach by him of any of the terms and conditions of in this Section 6, the Company shall be entitled to preliminary and permanent injunctive relief against him and any other relief as may be awarded by a court having jurisdiction over the dispute. In the event of a judicial finding of a material breach by the Consultant of the provisions in this Section 6, the Company shall have the right to cease making any payments, or providing other benefits, under this Agreement. The rights and remedies enumerated in this Section 6 shall be independent of each other, and shall be severally enforced, and such rights and remedies shall be in addition to, and not in lieu of, any other rights or remedies available to the Company in law or in equity.

7.    Dispute Resolution.

The parties agree that any and all disputes arising out of or relating to this Agreement shall be determined exclusively by confidential, final and binding arbitration in the State of New York in accordance with the rules established by the American Arbitration Association, except that the Company shall retain the right to seek injunctive and equitable relief for any actual or threatened breach of Section 6 hereof. Without limitation of the foregoing, each party acknowledges that it is hereby waiving any right to have any such dispute resolved by jury trial. Judgment may be entered on an arbitrator’s award hereunder in any court having jurisdiction.

 

4


Each party hereto shall bear its own respective costs and expenses of any such arbitration proceeding and shall be responsible for its own legal fees.

8.    Notices.

All notices, requests and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given, if delivered in person, by courier or by facsimile transmission, or sent by express, registered or certified mail, postage prepaid, addressed as follows:

If to the Consultant:

Philip Bruce Camacho

2935 Gainesway Court

Cumming, GA 30041

with a copy to:

J. Peter Coll, Jr., Esq.

Orrick Herrington & Sutcliffe LLP

666 Fifth Avenue

New York, NY 10103-0001

If to the Company:

Bart Schwartz

Executive Vice President, Chief Legal Officer and Secretary

Assurant, Inc.

One Chase Manhattan Plaza

New York, NY 10005

with a copy to:

Paul J. Wessel, Esq.

Milbank, Tweed, Hadley & McCloy LLP

One Chase Manhattan Plaza

New York, NY 10005

Either party may, by written notice to the other, change the address to which notices to such party are to be delivered or mailed.

9.    Assignment.

Neither party hereto may assign his or its rights or delegate his or its duties under this Agreement without the prior written consent of the other party; provided, however, that (i) this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the

 

5


Company upon any sale of all or substantially all of the Company’s assets, or upon any merger, consolidation or reorganization of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company and (ii) this Agreement shall inure to the benefit of and be binding upon the heirs, assigns or designees of the Consultant to the extent of any payments due to them hereunder. As used in this Agreement, the term “Company” shall be deemed to refer to any such successor or assign of the Company referred to in this Section 9.

10.    Severability.

If any provision of this Agreement is determined by a court of competent jurisdiction to be not enforceable in the manner set forth in this Agreement, the Consultant and the Company agree that it is the intention of the parties that such provision should be enforceable to the maximum extent possible under applicable law. If any provision of this Agreement is held to be invalid or unenforceable, such invalidation or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement (or any portion thereof).

11.    Governing Law.

This Agreement shall be construed, interpreted and enforced in accordance with the laws the State of New York, without giving effect to the choice of law principles thereof.

12.    Survival.

The provisions of Sections 6 and 7 hereof shall survive any termination of this Agreement.

13.    Section 409A Compliance.

The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code section 409A and applicable guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Consultant by Section 409A or any damages for failing to comply with Section 409A.

14.    Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

15.    Entire Agreement; Amendments.

This Agreement (together with the Separation Agreement) represents the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and, except as specifically provided herein, supersedes any and all other agreements,

 

6


verbal or otherwise, between the parties hereto concerning such subject. No amendments or modifications of this Agreement shall be binding upon either party unless made in writing and signed by both parties.

[SIGNATURES ON FOLLOWING PAGE]

 

7


IN WITNESS WHEREOF, the Consultant and an authorized officer of the Company have executed this Agreement as of the date first above written.

 

CONSULTANT
/s/    Philip Bruce Camacho
Philip Bruce Camacho
ASSURANT, INC.
By:   /s/    Bart Schwartz

Name:

Title:

 

Bart Schwartz

Executive Vice President and Chief Legal Officer

 

8

EX-99.1 4 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

LOGO

 

 

Press Contact:   Investor Relations:              

Drew Guthrie

  Melissa Kivett   John Egan      

Manager, Communications

  Senior Vice President   Vice President      

and Media Relations

  Investor Relations   Investor Relations      

Phone: 212-859-7002

  Phone: 212-859-7029   Phone: 212-859-7197      

Fax: 212-859-5893

  Fax: 212-859-5893   Fax: 212-859-5893      

drew.guthrie@assurant.com

  melissa.kivett@assurant.com   john.egan@assurant.com      

 

Assurant Appoints Michael J. Peninger as Chief Financial Officer

P. Bruce Camacho Resigns; John S. Roberts Named President and Chief

Executive Officer, Assurant Employee Benefits

NEW YORK, March 9, 2009 — Assurant, Inc. (“Assurant”) (NYSE: AIZ), a premier provider of specialized insurance and insurance-related products and services, today announced that Michael J. Peninger, interim chief financial officer, will become executive vice president and chief financial officer. He will succeed P. Bruce Camacho. Assurant’s Board of Directors has agreed to Mr. Camacho’s request to resign as chief financial officer in order to pursue other opportunities. Both changes will take effect on March 15. Mr. Camacho has also agreed to assist Assurant as a consultant for a 12-month transition period starting March 16.

Mr. Peninger has served as Assurant’s interim CFO since July 18, 2007. Previously, he had been president and chief executive officer of Assurant Employee Benefits, beginning in January 1999.

“Mike has demonstrated that he can operate effectively both in leading a business line as well as serving in corporate staff positions during his 23-year career at Assurant. Mike has had broad exposure to our specialty insurance businesses which, combined with his financial expertise, makes him the ideal candidate to lead Assurant’s financial operations,” said Robert B. Pollock, president and chief executive officer.

Assurant also named John S. Roberts president and chief executive officer, Assurant Employee Benefits, effective March 15. Mr. Roberts had assumed these roles on an interim basis when Mr. Peninger was appointed Assurant’s interim CFO.

“John is a seasoned executive who is highly respected in the employee benefits marketplace. With more than 25 years of experience in the disability, dental, life and


special risk businesses, his leadership has earned him the respect of his peers, both at Assurant and industry-wide,” continued Mr. Pollock.

Mr. Peninger was named interim CFO of Assurant after Mr. Camacho was placed on administrative leave by the Company’s Board of Directors after he had received a “Wells Notice” from the U.S. Securities and Exchange Commission (the “SEC”) in connection with an ongoing industry investigation of certain loss mitigation insurance products.

As previously disclosed, on July 17, 2007, Mr. Pollock, Mr. Camacho and Adam Lamnin, executive vice president and chief financial officer of Assurant Solutions / Assurant Specialty Property, each received a “Wells Notice” and was placed on administrative leave by Assurant’s Board of Directors. Mr. Pollock was reinstated to his positions by the Board of Directors on January 28, 2008 after Assurant’s Board determined that it was in the best interests of the Company, its shareholders, customers and employees for him to resume leadership of Assurant. Mr. Lamnin will be returning to work with the Company reporting to Mr. Pollock and, initially, assisting with a variety of strategic projects. These developments do not imply any conclusion concerning the outcome of the SEC investigation, which Assurant believes focuses on a catastrophe reinsurance contract between the Company and one reinsurer that commenced over a decade ago and expired in 2004. The SEC staff’s inquiry continues, and Assurant continues to cooperate fully.

“In his 18-plus years with Assurant, Bruce has made many significant contributions. His leadership was particularly critical during the acquisition and integration of American Bankers and in establishing the strategic direction for Assurant Solutions and Assurant Specialty Property. Bruce was also instrumental with respect to Assurant’s public offering in 2004. While we are sad to see him go, we wish Bruce well in what we know will be successful future endeavors. We are pleased we will have the opportunity to continue to work with Bruce during his consulting assignment,” concluded Mr. Pollock.

Assurant is a premier provider of specialized insurance products and related services in North America and selected international markets. Its four key businesses — Assurant Solutions, Assurant Specialty Property, Assurant Health and Assurant Employee Benefits — have partnered with clients who are leaders in their industries and have built leadership positions in a number of specialty insurance market segments worldwide.

Assurant, a Fortune 500 company and a member of the S&P 500, is traded on the New York Stock Exchange under the symbol AIZ. Assurant has more than $24 billion in assets and $8 billion in annual revenue. Assurant has approximately 15,000 employees worldwide and is headquartered in New York’s financial district. www.assurant.com.

###

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-----END PRIVACY-ENHANCED MESSAGE-----