Cayman Islands | 000-54627 | 27-5466079 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
150 NW Point Boulevard Elk Grove Village, IL (Address of principal executive offices) | 60007 (Zip Code) |
Exhibit Number | Description |
10.1 | Atlas Financial Holdings, Inc. Director Compensation and Stock Ownership Guidelines |
Date: June 20, 2013 | Atlas Financial Holdings, Inc. | ||
By: | /s/ Scott Wollney | ||
Name: Scott Wollney | |||
Title: President and Chief Executive Officer |
• | Restricted stock causes the value of directors' share ownership to rise and fall with that of other stockholders, serving the objective of alignment with shareholder interests. |
• | Restricted stock is a prevalent form of director compensation among peer companies. |
• | Like restricted stock, the value of the RSU rises and falls with that of the Company's common stock, serving the objective of alignment with shareholder interests. |
• | RSUs are typically structured so that payouts are made within three years following the end of the year in which the RSUs are granted, in order to avoid the salary deferral arrangements under Canadian income tax rules. If structured accordingly, the recipient will be taxable on the full amount of the payout received under the RSU in the year it is received (and not the year in which the RSU is granted). |
• | A director who either directly or indirectly (through a trust the beneficiaries of which is/are either the director or members of his or her immediate family) purchases up to $100,000 of stock of the Company on the open market or through the Company's employee stock purchase plan (the “ESPP”) shall receive a 3 to 1 matching grant of restricted stock (or RSUs, as applicable) based on the aggregate purchase price of shares he or she purchases during the 6 month period beginning on June 18, 2013 and ending on December 31, 2013 (the “Purchase Period”). The matching grant shall be made as soon as administratively possible after the end of the Purchase Period (the “Grant Date,” as defined and subject to the Plan). The number of shares or RSUs that shall be issued on the Grant Date shall be determined by dividing (A) the dollar amount of the Company matching contribution due based on purchases during the Purchase Period by (B) the closing share price of one share of Company common stock at close of market on the Effective Date (the “Closing Price”). For example, if a director purchases an aggregate $50,000 of stock (as determined by the purchase price of the stock on each purchase date) during the Purchase Period, the director will be entitled to a number of shares of restricted stock (or RSUs, as applicable) equal to $150,000 divided by the closing share price of a share of Company stock on the Effective Date. The matching grant will subject to all of the terms and conditions of the Plan and applicable grant agreements as well as the stock purchase obligation set out herein. |
• | The restricted stock (or RSUs) will vest 20% on each anniversary of the Grant Date, provided that: |
• | The director has maintained ownership of the up to $100,000 investment made to qualify for this incentive for at least one year following the close of the Purchase Period; and |
• | the director's service is continuous from the Grant Date through the applicable date upon which vesting is scheduled to occur; and |
• | the director has, as of the date upon which vesting is scheduled to occur, not indicated that he or she will not be submitting his or her name for re-election as a director of the Company. |