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): April 29, 2010

Bancinsurance Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	0-8738	31-0790882
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
250 East Broad Street, 7th Floor, Columbus, Ohio		43215
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 614-220-5200

Not Applicable
______________________________________________
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:

[  ]  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.

On April 29, 2010, the Compensation Committee of the Board of Directors of Bancinsurance Corporation (the "Company") approved the Company’s 2010 Fiscal Year Executive Officer Bonus Plan (the "Plan"). The Plan sets forth for each of the Company’s executive officers (including the Company’s named executive officers) the cash performance-based incentive compensation that such officer is eligible to receive with respect to the 2010 fiscal year.

The Company’s named executive officers are John S. Sokol, Chairman of the Board, Chief Executive Officer and President, Matthew C. Nolan, Vice President, Chief Financial Officer, Treasurer and Secretary, and Daniel J. Stephan, President of OIC Lender Services, a division of the Company’s wholly-owned subsidiary, Ohio Indemnity Company.

Under the Plan, (1) Messrs. Sokol and Nolan are each eligible to receive a cash performance bonus with respect to the 2010 fiscal year equal to up to 100% and 25% of their respective base salaries based upon the Company’s achievement in 2010 of specified levels of return on beginning equity and (2) Mr. Stephan is eligible to receive a cash performance bonus with respect to the 2010 fiscal year equal to up to 10% of OIC Lender Services’ 2010 net income less his 2010 base salary.

For the 2010 fiscal year, the base salaries for Messrs. Sokol, Nolan and Stephan are $367,133, $220,500 and $189,851, respectively.

Attached hereto as Exhibit 10.1 is a summary of the Plan as it relates to the Company’s named executive officers. The foregoing description of the Plan is qualified in its entirety by reference to Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Summary of the Bancinsurance Corporation 2010 Fiscal Year Executive Officer Bonus Plan (as it relates to the named executive officers).

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.

	Bancinsurance Corporation
May 4, 2010	By:	/s/ Matthew C. Nolan
		Name: Matthew C. Nolan
		Title: Vice President, Chief Financial Officer, Treasurer and Secretary

Exhibit Index

Exhibit No.	Description
10.1	Summary of the Bancinsurance Corporation 2010 Fiscal Year Executive Officer Bonus Plan (as it relates to the named executive officers).

EX-10.1

Exhibit 10.1

Summary of the Bancinsurance Corporation 2010 Fiscal Year Executive Officer Bonus Plan (as
it relates to the named executive officers)

The purpose of the Bancinsurance Corporation (the “Company”) 2010 Fiscal Year Executive Officer Bonus Plan (the “Plan”) is to attract, retain and motivate high quality executives and reward executives for Company profitability. Under the Plan, each executive officer is eligible to receive a cash bonus based upon the achievement of pre-established Company and/or individual performance goals (with each component being weighted differently based on the executive officer’s position with the Company). For fiscal year 2010, the maximum bonus and the weighting of the Company goal and individual goal components for each named executive officer are as follows:

John S. Sokol, Chairman, Chief Executive Officer and President
Maximum Bonus as a % of Base Salary: 100%
Company Goal/Individual Goal Weighted Component: 100%/0%

Matthew C. Nolan, Vice President, Chief Financial Officer, Treasurer and Secretary
Maximum Bonus as a % of Base Salary: 25%
Company Goal/Individual Goal Weighted Component: 100%/0%

Daniel J. Stephan, President of OIC Lender Services, a division of Ohio
Indemnity Company
Maximum Bonus: 10% of OIC Lender Services’ Net Income less Base Salary
Company Goal/Individual Goal Weighted Component: 0%/100%

Company Performance Goal Component (Messrs. Sokol and Nolan)

For fiscal year 2010, the Compensation Committee has established a 15% return on beginning equity (“ROE”) as the maximum Company performance goal. Under the Plan, ROE is calculated by dividing (1) the Company’s net income for fiscal year 2010 by (2) total shareholders’ equity at the beginning of fiscal year 2010.

The minimum and maximum Company performance goals for fiscal year 2010 were set by the Compensation Committee at a 7.5% ROE and a 15% ROE, respectively. Under the Plan:

• if ROE for fiscal year 2010 is less than 7.5%, no bonus will
be awarded for the Company goal component;

• if the Company achieves a ROE of 7.5% for fiscal year 2010,
each executive officer will be entitled to receive a bonus
equal to the product of (1) 50% of the amount of such
officer’s maximum bonus and (2) the percentage of such
officer’s bonus allocated to the Company goal component;

• if the Company achieves a ROE of 15% for fiscal year 2010,
each executive officer will be entitled to receive a bonus
equal to the product of (1) 100% of the amount of such
officer’s maximum bonus and (2) the percentage of such
officer’s bonus allocated to the Company goal component; and

• if ROE for fiscal year 2010 falls between 7.5% and 15%, a
straight-line schedule will be used to determine the
percentage of the amount of the maximum bonus (ranging
between 50% and 100%) each executive officer will be entitled
to receive in respect of the Company goal component.

Individual Performance Goal Component (Mr. Stephan)

Under the Plan, the Compensation Committee has established an individual performance goal for Mr. Stephan which consists of financial targets with respect to the product line for which Mr. Stephan has responsibility. Under the Plan, Mr. Stephan is eligible to receive a maximum bonus equal to up to 10% of OIC Lender Services’ net income for fiscal year 2010 less his base salary for fiscal year 2010. The calculation will first multiply OIC Lender Services’ net income for 2010 by 10% and then subtract his base salary for 2010 to determine the maximum bonus that Mr. Stephan will be entitled to receive in respect of his individual goal component. Following the completion of the 2010 fiscal year, the Compensation Committee will evaluate Mr. Stephan’s performance with respect to his individual performance goal and determine his bonus relating to the individual goal component.

Total Cash Bonus

Following the completion of the 2010 fiscal year, each executive officer will be entitled to receive a cash bonus equal to the sum of the Company performance goal component achieved and the individual performance goal component achieved. Under the Plan, bonuses for fiscal year 2010 performance will be paid to participants in early 2011; however, in the event that bonuses can be reasonably determined prior to December 31, 2010, the Committee shall have the right to approve bonus payments for fiscal year 2010 performance prior to December 31, 2010 so long as any adjustment determined after completion of the 2010 fiscal year is trued up with the applicable executive officer prior to March 15, 2011. If the true up adjustment is such that the executive officer owes money back to the Company, the Company has the right to withhold such amount from the executive officer’s payroll.

Miscellaneous

Notwithstanding anything to the contrary set forth in the Plan, the Compensation Committee shall have the right, in its sole discretion and for any reason, to reduce or eliminate the amount of any cash bonus otherwise payable to any executive officer under the Plan.

In the event that, at any time prior to the payment date of a cash bonus under the Plan, (1) a participant incurs a “separation from service” (as such term is defined in the Treasury Regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), whether voluntary or involuntary, from the Company and all entities with whom the Company would be treated as a single employer for purposes of Sections 414(b) and (c) of the Code, or (2) a “change in control event” (as such term is defined in the Treasury Regulations promulgated under Section 409A of the Code) occurs with respect to the Company, the Compensation Committee shall have the right, in its sole discretion and for any reason, to determine whether, and the extent to which, cash bonuses shall be paid to any executive officer under the Plan.