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): October 10, 2018

UNITED INSURANCE HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware	001-35761	75-3241967
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
800 2nd Avenue S Saint Petersburg, FL	33701	(727) 895-7737
(Address of principal executive offices)	(Zip Code)	(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:

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

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

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

o 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. o

If an emerging growth company, indicate by check mark if the registrant has elected 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. o

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

On October 10, 2018, United Insurance Holdings Corp. (the "Company") and its President and Chief Executive Officer, Mr. John Forney, entered into an amendment to his amended and restated employment agreement ("Amendment") to eliminate the gross-up for, and modify the treatment of, amounts payable to Mr. Forney that may be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended. Pursuant to the Amendment, in the event that any payments or benefits payable by the Company in connection with a Change of Control (as defined in the Company's 2013 Omnibus Incentive Plan) would be subject to any such tax, the payments and/or benefits will be delivered either (a) in full or (b) in an amount such that the value of the total payments that Mr. Forney is entitled to receive shall be one dollar less than the maximum amount Mr. Forney may receive without being subject to the excise tax, whichever results in the receipt of the greatest benefit on an after-tax basis.

The foregoing description does not purport to be a complete description of the Amendment and is qualified by reference to the full text of such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Amendment to Employment Agreement, dated October 10, 2018, between United Insurance Holdings Corp. and John Forney

Signature

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.

UNITED INSURANCE HOLDINGS CORP.

By:    /s/ Brad Martz

Name:     Brad Martz

Title:     Chief Financial Officer

Date: October 16, 2018

EX-10.1

AMENDMENT

TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT is dated and effective as of October 10, 2018, between United Insurance Holdings Corp., a Delaware Corporation (the “Company”), and John Forney (the “Executive”).

WHEREAS, the Executive and the Company are parties to an Employment Agreement, as amended and restated effective as of April 21, 2017 (the "Agreement");

WHEREAS, Section 10 of the Agreement permits the Agreement to be amended, supplemented, or modified by a written instrument signed by the party or parties against whom enforcement of such amendment, supplement, or modification is sought; and

WHEREAS, the Company and the Executive desire to modify the treatment of certain payments contemplated by Section 4.8(ii) of the Agreement.

NOW, THEREFORE, pursuant to Section 10 of the Agreement, in consideration of the recitals, mutual covenants and agreements set forth in the Agreement and below, the parties agree as follows:

1. All capitalized terms used but not defined herein shall have the meaning accorded to them in the Agreement.

2. Section 4.8(ii) of the Agreement is hereby amended to read as follows:

if any payments or benefits paid by the Company pursuant to this Agreement, including any accelerated vesting or similar provisions ("Payments"), would cause some or all of the Payments in conjunction with any other payments made to or benefits received by the Executive in connection with a Change of Control (such payments or benefits, together with the Payments, the "Total Payments") to be subject to the tax ("Excise Tax") imposed by Code Section 4999 but for this Section 4.8(ii), then, notwithstanding any other provision of this Agreement to the contrary, the Total Payments shall be delivered either (A) in full or (B) in an amount such that the value of the aggregate Total Payments that the Executive is entitled to receive shall be One Dollar ($1.00) less than the maximum amount that the Executive may receive without being subject to the Excise Tax, whichever of (A) or (B) results in the receipt by the Executive of the greatest benefit on an after-tax basis (taking into account applicable federal, state and local income taxes and the Excise Tax).

The procedures for determining the value of the Total Payment under this Section 4.8(ii) will be made in the same manner as under the Company's 2013 Omnibus Incentive Plan.

3. Except as amended herein, the Agreement shall continue unmodified and in full force and effect.

IN WITNESS WHEREOF, this parties hereto have executed this Amendment to the Agreement as of the date specified above.

UNITED INSURANCE HOLDINGS CORP.            EXECUTIVE

By:    /s/ Brad Martz/s/ John Forney

Name:    Brad Martz                            John Forney

Title:    Chief Financial Officer

2

United Insurance Holdings Corp.    Forney Amendment to Employment Agreement