-----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, Qh7W3tSCSl7QsnpvP5xgHRy7DLezs8SHMchUAMURnMC8/EhbX3bICJxww+5J1Pjp 7QMnCfOOUEC/NctoUeLyYA== 0000070684-06-000025.txt : 20060427 0000070684-06-000025.hdr.sgml : 20060427 20060427150740 ACCESSION NUMBER: 0000070684-06-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060427 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060427 DATE AS OF CHANGE: 20060427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL WESTERN LIFE INSURANCE CO CENTRAL INDEX KEY: 0000070684 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 840467208 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-17039 FILM NUMBER: 06784814 BUSINESS ADDRESS: STREET 1: 850 E. ANDERSON LANE CITY: AUSTIN STATE: TX ZIP: 78752-1602 BUSINESS PHONE: 5128361010 MAIL ADDRESS: STREET 1: 850 E. ANDERSON LANE CITY: AUSTIN STATE: TX ZIP: 78752-1602 8-K 1 form8k.htm NATIONAL WESTERN LIFE INSURANCE COMPANY FORM 8-K UNITED STATES

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 21, 2006

 
 

NATIONAL WESTERN LIFE INSURANCE COMPANY

(Exact Name of Registrant as Specified in Its Charter)

 
 

COLORADO

84-0467208

(State or Other Jurisdiction of Incorporation)

(I.R.S. Employer Identification Number)

   
   

2-17039

(Commission File Number) 

   
   

850 EAST ANDERSON LANE, AUSTIN, TEXAS

78752-1602

(Address of Principal Executive Offices)

(Zip code)

   
   

(512) 836-1010

(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:

 

 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))




Item 1.01
. Entry into a Material Definitive Agreement

On April 21, 2006, the Board of Directors of National Western Life Insurance Company ("Company") ratified an amended 2006 Executive Officer Bonus Program ("Amended Bonus Program") as approved by the Compensation and Stock Option Committee of the Board of Directors. The Amended Bonus Program updates certain performance target goals and terminology that were incorrect in the original document but does not change the overall intent of the document as previously approved. The original 2006 Executive Officer Bonus Program ("Bonus Program") was previously approved by the Company's Board of Directors on February 17, 2006. The Bonus Program is designed to provide additional compensation based on the Company achieving certain performance and profit criteria to the following "named executive officers" (as defined in Item 402(a)(3) of Regulation S-K): Chief Executive Officer, Robert L. Moody; President and Chief Operating Officer, Ross R. Moody; and Senior Vice President, Chief Financial & Adm inistrative Officer and Treasurer, Brian M. Pribyl. The Bonus Program is in effect for the year ending December 31, 2006 and any amounts will be paid in 2007.

In addition, on April 21, 2006 the Company's Board of Directors ratified the annual base salaries and bonus, as approved by the Compensation and Stock Option Committee, for the named executive officers as set forth in the following table:

       

Annual

   

Name

 

Title

 

Base Salary

 

Bonus

Robert L. Moody

 

Chairman of the Board and Chief Executive Officer

 

$1,524,032

 

--

Ross R. Moody

 

President and Chief Operating Officer

 

$522,865

 

--

Richard M. Edwards

 

Senior Vice President, International Marketing

 

$179,987

 

--

Brian M. Pribyl

 

Senior Vice President, Chief Financial & Administrative Officer and Treasurer

 

$242,948

 

--

Charles D. Milos

 

Senior Vice President, Mortgage Loans and Real Estate

 

$203,440

 

$75,000




Item 9.01.
Financial Statements and Exhibits.

( d ) Exhibits

Exhibit

Number

Description

10(bh)

National Western Life Insurance Company 2006 Executive Officer Bonus Program (as amended)




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.

NATIONAL WESTERN LIFE INSURANCE COMPANY

Date: April 27, 2006

/S/Brian M. Pribyl

Brian M. Pribyl

Senior Vice President

Chief Financial & Administrative Officer
and Treasurer


EX-10 2 exhibit10bh.htm NATIONAL WESTERN LIFE INSURANCE COMPANY EXHIBIT 10BH National Western Life Insurance Company

EXHIBIT 10(bh)

Revised 4/21/06

National Western Life Insurance Company
2006 EXECUTIVE Officer Bonus Program


The Bonus Program ("Program") is designed to reward selected executive officers, as selected by the Compensation and Stock Option Committee, for their performance in assisting the Company in achieving pre-determined sales targets while managing to profit criteria. The Plan incorporates three measurable performance factors: (1) sales, which are defined as net placed annualized target premium for Life business and as total placed premium for Annuity business, (2) expense management, and (3) overall Company profitability.

Each of the above performance factors will have an assigned target level for purposes of the Program. Assuming a "par" performance (i.e. achieving each target level), the weighting of the bonus (applied to base salary) is 10% for sales performance, 10% for expense management performance, and 10% for profitability, or an overall par percentage of 30%. Actual results compared to the targets can either increase or decrease each of these individual percentages as explained in the following sections. However, the total bonus percentage cannot exceed 30%.

Sales Component:

The sales component of the Program is further subdivided between Life production and Annuity production. For 2006, the bonus sales goals are:

-   International Life -- $27,000,000 net placed annualized target premium

   

-   Domestic Life -- $7,400,000 net placed annualized target premium

   

-   Annuities -- $640,000,000 net placed total premium

   

The New Business Market Summary Report (NWAR60) will be the source of sales results for purposes of this Program. Based upon these sales goals, the bonus percentage corresponding with each sales production levels achieved in 2006 will be applied to 100% of the executive officer's base salary in accordance with the following grid:

Intl Life Placed Target

Bonus %

Domestic Life Placed Target

Bonus %

Annuities Placed Premium

Bonus %

$25,000,000

2.00%

$4,400,000

2.00%

$560,000,000

2.00%

$26,000,000

2.50%

$5,900,000

2.50%

$600,000,000

2.50%

$27,000,000

3.34%

$9,700,000

3.33%

$640,000,000

3.33%

$28,000,000

4.00%

$8,900,000

4.00%

$680,000,000

4.00%

$29,000,000

5.00%

$10,400,000

5.00%

$720,000,000

5.00%

The level shaded in gray represents the Company's sales goals for each segment for purposes of the bonus program and represents the par performance level. If the actual results attain this level, the executive officer would be eligible to receive a bonus of 10% (3.33% for each line of business) of base salary.

Expense Management Component:

The expense component of the program is based upon a ratio of actual expenses to a sales unit of production. For purposes of this ratio, the sales unit of production will be based upon target premium. Annuity sales target premium will be assumed to be equal to 7.5% of total placed annuity premium.

Assuming "par" sales goals of $27.0 million in International Life sales, $7.4 million in Domestic Life sales, and $640 million in total annuity sales, the par sales production for purposes of the expense management component is $82.4 million. The submitted expense budget based upon these sales goals is approximately $40 million. Accordingly, the par ratio of expenses to sales production is roughly 49%. Based upon this relationship, the bonus percentage corresponding with the actual expense ratio achieved in 2006 will be applied to 100% of each executive officer's base salary in accordance with the following grid:

Expense/Sales Ratio

Bonus %

55%

6.00%

52%

8.00%

49%

10.00%

46%

11.00%

43%

12.00%

For purposes of the expense component, marketing and executive officer bonuses will be excluded. In addition, special consideration may be given at the discretion of the Compensation and Stock Option Committee of the Board of Directors for items of an unusual and/or non-recurring nature (i.e. excess pension contributions) that are beyond the control of Company management.

Company Profitability Component:

The profitability component of the program is based upon GAAP operating earnings as a percentage of beginning stockholders' equity. GAAP operating earnings are net of federal income taxes and exclude realized gains and losses on investments. The amounts used for purposes of the bonus calculation will be the figures audited by the Company's independent auditors.

The bonus percentage corresponding with the actual GAAP operating earnings achieved in 2006 relative to beginning of the year stockholders' equity will be applied to 100% of each executive officer's base salary in accordance with the following grid:

GAAP Profitability

Bonus %

7.5% of Stockholders' Equity

6.00%

8.5% of Stockholders' Equity

8.00%

9.5% of Stockholders' Equity

10.00%

10.5% of Stockholders' Equity

11.00%

11.5% of Stockholders' Equity

12.00%

Example:

Assume the following actual results for 2006:

-   International Life placed target premium sales

$

28,500,000

-   Domestic Life placed target premium sales

$

5,600,000

-   Annuity placed total premium sales

$

580,000,000

-   Actual budget center expenses

$

39,000,000

-   GAAP operating earnings

$

83,000,000

-   Beginning GAAP stockholders' equity

$

880,000,000

Based upon the above charts, the executive officer's 2006 bonus would be calculated as follows:

 

Sales Component

   
       
 

International Life sales bonus %

 

4.00%

 

Domestic Life sales bonus %

 

2.00%

 

Annuity sales bonus %

 

2.00%

 

Total sales bonus %

 

8.00%

       
 

Expense Management Component

   
       
 

Actual budget center expenses

$

39,000,000

       
 

Sale Production Amount:

   
 

   International Life target premium

$

28,500,000

 

   Domestic Life target premium

$

5,600,000

 

   Annuity target ($580m @ 7.5%)

$

43,500,000

   

$

77,600,000

       
 

Ratio of Actual/Sales Production

 

50.3%

 

Expense management bonus %

 

 8.0%

       
 

Company Profitability Component

   
       
 

GAAP operating earnings

$

83,000,000

 

Beginning stockholders' equity

$

880,000,000

       
 

Ratio of earnings/equity

 

 9.43%

 

Company profitability bonus

 

10.00%

       
 

Total Bonus %

   
       
 

Sales component

 

8.00%

 

Expense management component

 

8.00%

 

Company profitability component

 

8.00%

     

24.00%


Administration:

Bonus amounts under the program will be earned and paid at the end of the Company's calendar year upon the availability of audited GAAP financial statements. The Company's independent auditors will also review the calculation of the bonus % for compliance with the details of this Program as part of the Company's audited financial statements. Such calculation and review will be presented to the Compensation and Stock Option Committee for review and ratification or approval before payment.

If employment with the Company is terminated for any reason other than "termination for cause" by NWL, the bonus amount paid at termination will be based upon the pro rated percentage of the calendar year that services were rendered to the Company. In the event of death, the bonus amount will be paid to the individual's spouse, and if the individual's spouse is also not living at that time, then to the individual's children.





February 16, 2006


Adopted by the Board of Directors, April 21, 2006

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