8-K

Date: August 29, 2012

UNIVERSAL INSURANCE HOLDINGS, INC.

/s/ George R. De Heer

George R. De Heer

Chief Financial Officer

0001193125-12-373869.txt : 20120829 0001193125-12-373869.hdr.sgml : 20120829 20120829145333 ACCESSION NUMBER: 0001193125-12-373869 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20120823 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: 20120829 DATE AS OF CHANGE: 20120829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL INSURANCE HOLDINGS, INC. CENTRAL INDEX KEY: 0000891166 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 650231984 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33251 FILM NUMBER: 121062842 BUSINESS ADDRESS: STREET 1: 1110 W. COMMERCIAL BLVD. STREET 2: SUITE 100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 9549581200 MAIL ADDRESS: STREET 1: 1110 W. COMMERCIAL BLVD. STREET 2: SUITE 100 CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL INSURANCE HOLDINGS INC DATE OF NAME CHANGE: 20010330 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL HEIGHTS INC DATE OF NAME CHANGE: 19950817 8-K 1 d403469d8k.htm 8-K 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

August 23, 2012

Date of report (Date of earliest event reported)

Universal Insurance Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33251

65-0231984

(State or other jurisdiction

of incorporation or organization)

(Commission file number)

(IRS Employer

Identification No.)

1110 W. Commercial Boulevard, Fort Lauderdale, Florida 33309

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (954) 958-1200

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 (see General Instruction A.2. below):

¨	Written communication 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

(e)	Amendments to Employment Agreements of Bradley I. Meier and Sean P. Downes

On August 23, 2012, Universal Insurance Holdings, Inc. (“Company”) entered into amendments to the employment agreements between the Company and each of Bradley I. Meier, the Company’s President and Chief Executive Officer (“Meier Amendment”), and Sean P. Downes, the Company’s Senior Vice President and Chief Operating Officer (“Downes Amendment”).

Prior to the Meier Amendment, Mr. Meier’s employment agreement with the Company provided that he was entitled to automatic increases in base salary each year. Earlier this year, pending renegotiation of his employment agreement, Mr. Meier agreed to forego any increase in base salary in 2012. Under the terms of the Meier Amendment, effective August 1, 2012, Mr. Meier’s base salary was increased from $1,999,225 to $2,144,169, representing a 7.25% increase. The Meier Amendment also provides that, effective January 1, 2013 and January 1, 2014, Mr. Meier’s base salary shall increase by 7.25% over the base salary rate then in effect. The Meier Amendment further provides that, unless the Company’s Compensation Committee and Board of Directors determine otherwise, Mr. Meier shall not be eligible for any other increase in base salary during his employment with the Company. All other material terms and conditions of Mr. Meier’s employment and compensation package with the Company remained the same.

Under the terms of the Downes Amendment, Mr. Downes’ base salary for the remainder of 2012 shall remain unchanged. Prior to the Downes Amendment, Mr. Downes’ employment agreement with the Company provided that he was entitled to a 20% increase in base salary each year. Pursuant to the Downes Amendment, effective January 1, 2013 and January 1, 2014, Mr. Downes base salary shall increase by 7.25% over the base salary rate then in effect. The Downes Amendment further provides that, unless the Company’s Compensation Committee and Board of Directors determine otherwise, Mr. Downes shall not be eligible for any other increase in base salary during his employment with the Company. The Downes Amendment also extends the term of Mr. Downes’ employment agreement with the Company by one year to December 31, 2014.

In consideration of Mr. Downes’ acceptance of the terms relating to base salary in the Downes Amendment, and pursuant to the Company’s Second Amended and Restated 2009 Omnibus Incentive Plan, the Downes Amendment also provides for the grant of 650,000 shares of restricted Company common stock, effective August 23, 2012 (“Downes Stock Grant”), and a non-qualified option to purchase 500,000 shares of Company common stock, effective September 4, 2012 (“Downes Option”). The restricted common stock vests as to 250,000 shares on each of January 1, 2013 and January 1, 2014, and as to 150,000 shares on December 31, 2014, subject in each case to Mr. Downes’ continued employment with the Company through the applicable vesting date The stock option will expire on September 4, 2019 and will vest as to 250,000 shares on each of September 4, 2013 and September 4, 2014. In accordance with the Company’s Equity-Based Incentive Compensation Grant Policy, the exercise price for the stock option will be the closing price of the Company’s common stock on September 4, 2012.

All other material terms and conditions of Mr. Downes’ employment and compensation package with the Company remained the same.

The Meier Amendment, Downes Amendment, Downes Stock Grant and Downes Option were approved by the Company’s Compensation Committee. For a detailed discussion of the elements of the Company’s executive compensation program, including base salary, annual incentives and long-term equity incentives, please see the “Executive Compensation” discussion in the Company’s Definitive Proxy Statement on Schedule 14A dated April 30, 2012 for the Company’s 2012 Annual Meeting of Shareholders held June 8, 2012. The descriptions of the Meier Amendment, Downes Amendment, Downes Stock Grant and Downes Option are summaries only and are qualified in their entirety by reference to the Meier Amendment, Downes Amendment, Downes Stock Grant and Downes Option, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits.

10.1	Amendment to Employment Agreement, dated August 23, 2012, by and between the Company and Bradley I. Meier

10.2	Amendment to Employment Agreement, dated August 23, 2012, by and between the Company and Sean P. Downes

10.3	Restricted Stock Award Agreement dated August 27, 2012, by and between the Company and Sean P. Downes

10.4	Form of Non-qualified Stock Option Agreement by and between the Company and Sean P. Downes

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EX-10.1 2 d403469dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

Universal Insurance Holdings, Inc.


Bradley I. Meier		August 23, 2012
President and Chief Executive Officer
Universal Insurance Holdings, Inc.
1110 West Commercial Boulevard
Fort Lauderdale, Florida 33309

Amendment to Employment Agreement

Dear Brad:

Reference is hereby made to the Employment Agreement, dated August 11, 1999, as amended (the “Employment Agreement”), between you and Universal Insurance Holdings, Inc. (the “Company”). Capitalized words used in this letter that are not otherwise defined have the meanings assigned to such words in the Employment Agreement.

The Employment Agreement is hereby amended as follows:

Effective as of August 1, 2012 (the “Amendment Date”), all provisions related to the establishment and periodic increase in your annual rate of Base Salary are deleted from the Employment Agreement and replaced by the provisions in Paragraphs 2 through 5 of this letter.

Effective as of the Amendment Date, your annual rate of Base Salary from the Company shall be $2,144,169.

Effective January 1, 2013, your annual rate of Base Salary shall increase by 7.25% over the rate in effect immediately prior to such date.

Effective January 1, 2014, your annual rate of Base Salary shall increase by 7.25% over the rate in effect immediately prior to such date.

Except as provided above, unless the Compensation Committee and the Board of Directors of the Company provide otherwise subsequent to the date of this letter, you will not be eligible for or entitled to any increases in the rate of your Base Salary during the period of your employment with the Company. The salary increases described above will apply only if you remain in the full-time employment of the Company through the applicable effective date of the increase in Base Salary. In the event you are entitled to severance or other compensation from the Company following your termination of employment that is calculated with reference to your Base Salary, such amounts shall be based solely upon your annual rate of Base Salary in effect at the time of your termination of employment.

This letter does not constitute an extension or renewal of the Term for purposes of Section 2 of the Employment Agreement or an extension of the Employment Agreement. Except as provided herein, the Employment Agreement shall remain in full force and effect.

In consideration of your agreement to the provisions outlined above,

Please indicate your agreement with the terms above by signing the attached copy of this letter and returning it to the Company, attention of the undersigned.


UNIVERSAL INSURANCE HOLDINGS, INC.

By:		/s/ George R. De Heer
Title: Chief Financial Officer

ACCEPTED AND AGREED:

/s/ Bradley I. Meier

EX-10.2 3 d403469dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

Universal Insurance Holdings, Inc.


Sean Downes		August 23, 2012
Senior Vice President and Chief Operating Officer
Universal Insurance Holdings, Inc.
1110 West Commercial Boulevard
Fort Lauderdale, Florida 33309

Amendment to Employment Agreement

Dear Sean:

Reference is hereby made to the Employment Agreement, dated January 1, 2005, as amended (the “Employment Agreement”), between you and Universal Insurance Holdings, Inc. (the “Company”). Capitalized words used in this letter that are not otherwise defined have the meanings assigned to such words in the Employment Agreement.

The Employment Agreement is hereby amended as follows:

Your annual rate of Base Salary for 2012 shall remain at the annual rate in effect immediately prior to the Amendment Date.

Effective January 1, 2013, your annual rate of Base Salary shall increase by 7.25% over the rate in effect immediately prior to such date.

Effective January 1, 2014, your annual rate of Base Salary shall increase by 7.25% over the rate in effect immediately prior to such date.

Section 2 of the Employment Agreement is amended to extend the Term to December 31, 2014. Except as provided herein, the Employment Agreement shall remain in full force and effect.

In consideration of your agreement to the terms outlined above and in further recognition to your contribution to the success of the business and operations of the Company, the Compensation Committee of the Board of Directors (the “Committee”) will make the following equity grants to you under the Company’s 2009 Omnibus Incentive Plan, as amended:

A grant in September 2012 of an option covering 500,000 shares of the Company’s common stock to vest in two tranches of 250,000 each, on each of the first and second anniversaries of the grant date, subject to your continued employment with the Company though the grant and applicable vesting date, and with a per share exercise price equal to the fair market value of a share of the Company common stock on the date of grant;

A grant in August 2012 of 650,000 shares of restricted common stock, to vest in 250,000 shares on January 1, 2013, in 250,000 shares on January 1, 2014, and in 150,000 shares on December 31, 2014, subject to your continued employment with the Company through the grant and applicable vesting date.

All such grants shall be subject to the terms and conditions approved by the Committee at the time of grant and the provisions of the applicable award document approved by the Committee for this purpose.

Please indicate your agreement with the terms above by signing the attached copy of this letter and returning it to the Company, attention of the undersigned.


UNIVERSAL INSURANCE HOLDINGS, INC.

By:		/s/ Bradley I. Meier
Title: President and Chief Executive Officer

ACCEPTED AND AGREED:

/s/ Sean P. Downes

- 2 -

EX-10.3 4 d403469dex103.htm EX-10.3 EX-10.3

Exhibit 10.3

NOTICE OF GRANT OF RESTRICTED STOCK AWARD

PURSUANT TO THE UNIVERSAL INSURANCE HOLDINGS, INC.

2009 OMNIBUS INCENTIVE PLAN

FOR GOOD AND VALUABLE CONSIDERATION, Universal Insurance Holdings, Inc. (the “Company”) hereby grants, pursuant to the provisions of the Company’s 2009 Omnibus Incentive Plan, as amended (the “Plan”), to the Participant designated in this Notice of Grant of Restricted Stock Award (the “Notice”) the number of shares of common stock of the Company set forth in the Notice, subject to certain restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Restricted Stock Award (collectively, the “Agreement”). The Participant further acknowledges receipt of the information statement describing important provisions of the Plan.


Participant:		Sean P. Downes
Grant Date:		August 23, 2012
# of Shares of Restricted Stock:		650,000 shares

Vesting Schedule: Subject to the provisions contained in Paragraphs 4, 5 and 6 of the Terms and Conditions, this Restricted Stock Award shall vest, and the applicable Restrictions set forth in the Terms and Conditions shall lapse in accordance with the following schedule, in the event the Participant does not have a Termination of Service prior to the applicable vesting date:


Date of Vesting		Number of Shares Vesting on that Date
January 1, 2013		250,000 shares
January 1, 2014		250,000 shares
December 31, 2014		150,000 shares

Acceleration of Vesting on Termination of Service without “Cause” or a Change in Control: Notwithstanding the foregoing vesting schedule, the Restricted Stock Award will be deemed fully vested and no longer subject to forfeiture in the event of either (i) the Participant’s Termination of Service by the Company without “Cause,” or (ii) a Change in Control of the Company (as defined in and subject to the provisions of the Plan).

Forfeiture: The Participant’s rights in the Restricted Stock Award on which the Restrictions have not lapsed pursuant to the vesting schedule provisions above, including the acceleration provisions, shall be forfeited in full in the event of the Participant’s Termination of Service for any reason other than the Participant’s Termination of Service by the Company without “Cause.”

By signing below, the Participant agrees that this Restricted Stock Award is granted under and governed by the terms and conditions of the Plan and the attached Terms and Conditions.


Participant	Universal Insurance Holdings, Inc.

/s/ Sean P. Downes	/s/ Bradley I. Meier
Sean P. Downes	By:	Bradley I. Meier
	Title:	President and Chief Executive Officer
Date: August 27, 2012	Date:	August 27, 2012

TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD

These Terms and Conditions of Restricted Stock Award relates to the Notice of Grant of Restricted Stock Award (the “Notice”) attached hereto, by and between Universal Insurance Holdings, Inc. (the “Company”), and the person identified in the Notice (the “Participant”).

The Board of Directors of the Company has authorized and approved the 2009 Omnibus Incentive Plan (the “Plan”), which has been approved by the stockholders of the Company. The Committee has approved an award to the Participant of a number of shares of the Company’s common stock, conditioned upon the Participant’s acceptance of the provisions set forth in the Notice and these Terms and Conditions within 60 days after the Notice and these Terms and Conditions are presented to the Participant for review. For purposes of the Notice and these Terms and Conditions, any reference to the Company shall include a reference to any Affiliate.

1. Grant of Restricted Stock.

(a) Subject to the terms and conditions of the Plan, as of the Grant Date, the Company grants to the Participant the number of shares of Common Stock set forth in the Notice (the “Restricted Shares”), subject to the restrictions set forth in Paragraph 2 of these Terms and Conditions, the provisions of the Plan and the other provisions contained in these Terms and Conditions. If and when the restrictions set forth in Paragraph 2 expire in accordance with these Terms and Conditions without forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, such shares shall no longer be considered Restricted Shares for purposes of these Terms and Conditions.

(b) As soon as practicable after the Grant Date, the Company shall direct that a stock certificate or certificates representing the applicable Restricted Shares be registered in the name of and issued to the Participant. Such certificate or certificates shall be held in the custody of the Company or its designee until the expiration of the applicable Restricted Period (as defined in Paragraph 3). On or before the date of execution of the Notice, the Participant has delivered to the Company one or more stock powers endorsed in blank relating to the Restricted Shares.

(c) Except as provided in Paragraph 1(d), in the event that a certificate for the Restricted Shares is delivered to the Participant, such certificate shall bear the following legend (the “Legend”):

The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Universal Insurance Holdings, Inc. 2009 Omnibus Incentive Plan and a Restricted Stock Award Notice entered into between the registered owner and Universal Insurance Holdings, Inc. Copies of such Plan and Notice are on file in the executive offices of Universal Insurance Holdings, Inc.

- 2 -

In addition, the stock certificate or certificates for the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions.

(d) As soon as administratively practicable following the expiration of the Restricted Period without a forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Participant a certificate or certificates for the applicable Restricted Shares which shall not bear the Legend.

2. Restrictions.

(a) The Participant shall have all rights and privileges of a stockholder as to the Restricted Shares, including the right to vote and receive dividends or other distributions with respect to the Restricted Shares, except that the following restrictions shall apply:

(i) the Participant shall not be entitled to delivery of the certificate or certificates for the Restricted Shares until the expiration of the Restricted Period without a forfeiture of the Restricted Shares and upon the satisfaction of all other applicable conditions;

(ii) none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period applicable to such shares, except as provided in Section 7.02(c) of the Plan or as otherwise permitted by the Committee in its sole discretion or pursuant to rules adopted by the Committee in accordance with the Plan; and

(iii) all of the Restricted Shares shall be forfeited and returned to the Company and all rights of the Participant with respect to the Restricted Shares shall terminate in their entirety on the terms and conditions set forth in Paragraph 4.

(b) Any attempt to dispose of Restricted Shares or any interest in the Restricted Shares in a manner contrary to the restrictions set forth in these Terms and Conditions shall be void and of no effect.

3. Restricted Period and Vesting. The “Restricted Period” is the period beginning on the Grant Date and ending on the date the Restricted Shares, or such applicable portion of the Restricted Shares, are deemed vested under the schedule set forth in the Notice. The Restricted Shares shall be deemed vested and no longer subject to forfeiture under Paragraph 4 in accordance with the vesting schedule set forth in the Notice or earlier in the event of a Change in Control.

- 3 -

4. Forfeiture.

(a) Subject to Paragraph 6 below, if during the Restricted Period (i) the Participant incurs a Termination of Service other than a Termination of Service by the Company without “Cause,” (ii) there occurs a material breach of the Notice or these Terms and Conditions by the Participant or (iii) the Participant fails to meet the tax withholding obligations described in Paragraph 5(b), all rights of the Participant to the Restricted Shares that have not vested in accordance with Paragraph 3 as of the date of such termination shall terminate immediately and be forfeited in their entirety.

(b) In the event of any forfeiture under this Paragraph 4, the certificate or certificates representing the forfeited Restricted Shares shall be canceled to the extent of any Restricted Shares that were forfeited.

5. Withholding.

(a) The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Participant with respect to the Restricted Shares.

(b) The Participant shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 11.05 of the Plan.

(c) Subject to any rules prescribed by the Committee, the Participant shall have the right to elect to meet any withholding requirement (i) by having withheld from this Award at the appropriate time that number of whole shares of common stock whose fair market value is equal to the amount of any taxes required to be withheld with respect to such Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of shares and cash.

6. Committee Discretion. Notwithstanding any provision of the Notice or these Terms and Conditions to the contrary, the Committee shall have discretion under the Plan to waive any forfeiture of the Restricted Shares as set forth in Paragraph 4, the Restricted Period and any other conditions set forth in the Notice or these Terms and Conditions.

7. Defined Terms. Capitalized terms used but not defined in the Notice and Agreement shall have the meanings set forth in the Plan, unless such term is defined in any employment or similar agreement between the Participant and the Company or an Affiliate. Any terms used in the Notice and Agreement, but defined in the Participant’s employment or similar agreement are incorporated herein by reference and shall be effective for purposes of the Notice and these Terms and Conditions without regard to the continued effectiveness of such employment or similar agreement.

8. Nonassignability. The Restricted Shares may not be sold, assigned, transferred (other than by will or the laws of descent and distribution, or to an inter vivos trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code), pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions on such Shares, as set forth in the Notice and Agreement, have lapsed or been removed.

- 4 -

9. Participant Representations. The Participant hereby represents to the Company that the Participant has read and fully understands the provisions of the Notice, these Terms and Conditions and the Plan and the Participant’s decision to participate in the Plan is completely voluntary. Further, the Participant acknowledges that the Participant is relying solely on his or her own advisors with respect to the tax consequences of this restricted stock award.

10. Regulatory Restrictions on the Restricted Shares. Notwithstanding any other provision of the Plan, the obligation of the Company to issue Restricted Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of the Restricted Shares pursuant to these Terms and Conditions prior to the satisfaction of all legal requirements relating to the issuance of such shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing.

11. Miscellaneous.

(a) Notices. All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under these Terms and Conditions shall be in writing and shall be either delivered personally or sent by registered or certified mail, or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses set forth herein, or to such other address as either shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder when delivered or mailed as provided herein.

(b) Waiver. The waiver by any party hereto of a breach of any provision of the Notice or these Terms and Conditions shall not operate or be construed as a waiver of any other or subsequent breach.

(c) Entire Agreement. These Terms and Conditions, the Notice and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof.

(d) Binding Effect; Successors. These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in these Terms and Conditions, express or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

(e) Governing Law. The Notice and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware.

- 5 -

(f) Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of these Terms and Conditions.

(g) Conflicts; Amendment. The provisions of the Plan are incorporated in these Terms and Conditions in their entirety. In the event of any conflict between the provisions of these Terms and Conditions and the Plan, the provisions of the Plan shall control. The Agreement may be amended at any time by written agreement of the parties hereto.

(h) No Right to Continued Employment. Nothing in the Notice or these Terms and Conditions shall confer upon the Participant any right to continue in the employ or service of the Company or affect the right of the Company to terminate the Participant’s employment or service at any time.

(i) Further Assurances. The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Notice and these Terms and Conditions and the Plan.

- 6 -

EX-10.4 5 d403469dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTION AWARD

PURSUANT TO THE UNIVERSAL INSURANCE HOLDINGS, INC.

2009 OMNIBUS INCENTIVE PLAN

FOR GOOD AND VALUABLE CONSIDERATION, Universal Insurance Holdings, Inc. (the “Company”) hereby grants, pursuant to the provisions of the Company’s 2009 Omnibus Incentive Plan, as amended (the “Plan”), to the Participant designated in this Notice of Grant of Non-Qualified Stock Option Award (the “Notice”) an option to purchase the number of shares of common stock of the Company set forth in the Notice (the “Shares”), subject to the restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Stock Option Award (collectively, the “Agreement”). The Optionee further acknowledges receipt of the information statement describing important provisions of the Plan.


Optionee: Sean P. Downes		Type of Option: Non-Qualified Stock Option
Exercise Price per Share: $		Date of Grant: September 4, 2012
Total Number of Shares: 500,000		Expiration Date: September 4, 2019


Vesting Date (12:01 a.m. ET)		Number of Shares Vesting on that Date
September 4, 2013		250,000 shares
September 4, 2014		250,000 shares

Vesting is accelerated in full upon a Change in Control under Section 2(c).

Effect of Termination of Service:

Termination of Service for any reason other than death or “Cause”: any non-vested portion expires immediately and any vested portion remains exercisable for 30 days following the Termination;

Termination of Service due to death: the entire Option, including any vested and non-vested portion, is exercisable by the Optionee’s Beneficiary for six months after the Optionee’s Termination;

Termination of Service for “Cause”: the entire Option, including any vested and non-vested portion, expires immediately upon Termination.

In no event may this Option be exercised after the Expiration Date as provided above.

By signing below, the Optionee agrees that this Non-Qualified Stock Option Award is granted under and governed by the terms and conditions of the Plan and the attached Terms and Conditions.


Optionee				Universal Insurance Holdings, Inc.


Sean P. Downes				By:
				Title:
Date:				Date:

TERMS AND CONDITIONS OF STOCK OPTION AWARD

1. Grant of Option. The Option granted to the Optionee and described in the Notice of Grant is subject to the terms and conditions of the Plan, which is incorporated by reference in its entirety into these Terms and Conditions of Stock Option Award.

The Board of Directors of the Company has authorized and approved the 2009 Omnibus Incentive Plan, as amended (the “Plan”), which has been approved by the stockholders of the Company. The Committee has approved an award to the Optionee of a number of shares of the Company’s common stock, conditioned upon the Participant’s acceptance of the provisions set forth in the Notice and these Terms and Conditions within 60 days after the Notice and these Terms and Conditions are presented to the Optionee for review. For purposes of the Notice and these Terms and Conditions, any reference to the Company shall include a reference to any Affiliate.

This Option shall be treated as a Non-Qualified Stock Option. The Company intends that this Option not be considered to provide for the deferral of compensation under Section 409A of the Code, and that this Agreement shall be so administered and construed. Further, the Company may modify the Plan and this Award to the extent necessary to fulfill this intent.

2. Exercise of Option.

(a) Right to Exercise. This Option shall be exercisable, in whole or in part, during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. No Shares shall be issued pursuant to the exercise of an Option unless the issuance and exercise comply with applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares. The Committee may, in its discretion, (i) accelerate vesting of the Option, or (ii) extend the applicable exercise period to the extent permitted under Section 6.03 of the Plan.

(b) Method of Exercise. The Optionee may exercise the Option by delivering an exercise notice in a form approved by the Company (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Shares exercised. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.

(c) Acceleration of Vesting on Change in Control. Subject to the exceptions contained in Section 6.05 of the Plan, in the event of a Change in Control, all Options outstanding on the date of the Change in Control that have not previously vested or terminated under the terms of this Agreement shall be immediately and fully vested and exercisable.

3. Method of Payment. If the Optionee elects to exercise the Option by submitting an Exercise Notice under Section 2(b) of this Agreement, the aggregate Exercise Price (as well as any applicable withholding or other taxes) shall be paid by cash or check; provided, however, that the Committee may consent, in its discretion, to payment in any of the following forms, or a combination of them:

(a) cash or check;

(b) a “net exercise” (as described in the Plan) or such other consideration received by the Company under a cashless exercise program approved by the Company in connection with the Plan;

(c) surrender of other Shares owned by the Optionee which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares and any applicable withholding; or

(d) any other consideration that the Committee deems appropriate and in compliance with applicable law.

4. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of the Shares upon exercise or the method of payment of consideration for those shares would constitute a violation of any applicable law, regulation or Company policy.

5. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee; provided, however, that the Optionee may transfer the Options (i) pursuant to a qualified domestic relations order (as defined by the Code or the rules thereunder) or (ii) to any member of the Optionee’s Immediate Family or to a trust, limited liability company, family limited partnership or other equivalent vehicle, established for the exclusive benefit of one or more members of his Immediate Family by delivering to the Company a Notice of Assignment in a form acceptable to the Company. No transfer or assignment of the Option to or on behalf of an Immediate Family member under this Section 5 shall be effective until the Company has acknowledged such transfer or assignment in writing. “Immediate Family” means the Optionee’s parents, spouse, children, siblings, and grandchildren. Following transfer, the Options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. In the event an Option is transferred as contemplated in this Section 5, such Option may not be subsequently transferred by the transferee except by will or the laws of descent and distribution. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

6. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.

- 3 -

7. Withholding.

(a) The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Optionee with respect to the Option Award.

(b) The Optionee shall be required to meet any applicable tax withholding obligation in accordance with the provisions of Section 11.05 of the Plan.

(c) Subject to any rules prescribed by the Committee, the Optionee shall have the right to elect to meet any withholding requirement (i) by having withheld from this Award at the appropriate time that number of whole shares of common stock whose fair market value is equal to the amount of any taxes required to be withheld with respect to such Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of shares and cash.

8. Defined Terms. Capitalized terms used but not defined in the Notice and these Terms and Conditions shall have the meanings set forth in the Plan, unless such term is defined in any employment or similar agreement between the Optionee and the Company or an Affiliate. Any terms used in the Notice and these Terms and Conditions, but defined in an employment or similar agreement with the Optionee are incorporated herein by reference and shall be effective for purposes of the Notice and these Terms and Conditions without regard to the continued effectiveness of such employment or similar agreement.

9. Optionee Representations. The Optionee hereby represents to the Company that the Optionee has read and fully understands the provisions of the Notice, these Terms and Conditions and the Plan and the Optionee’s decision to participate in the Plan is completely voluntary. Further, the Optionee acknowledges that the Optionee is relying solely on his or her own advisors with respect to the tax consequences of this stock option award.

10. Regulatory Limitations on Exercises. Notwithstanding the other provisions of this Option Agreement, no option exercise or issuance of shares of Common Stock pursuant to this Option Agreement shall be effective if (i) the shares reserved under the Plan are not subject to an effective registration statement at the time of such exercise or issuance, or otherwise eligible for an exemption from registration, or (ii) the Company determines in good faith that such exercise or issuance would violate any applicable securities or other law or regulation.

11. Miscellaneous.

- 4 -

(b) Waiver. The waiver by any party hereto of a breach of any provision of the Notice or these Terms and Conditions shall not operate or be construed as a waiver of any other or subsequent breach.

(c) Entire Agreement. These Terms and Conditions, the Notice and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof.

(e) Governing Law. The Notice and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware.

(h) No Right to Continued Employment. Nothing in the Notice or these Terms and Conditions shall confer upon the Optionee any right to continue in the employ or service of the Company or affect the right of the Company to terminate the Optionee’s employment or service at any time.

(i) Further Assurances. The Optionee agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Notice and these Terms and Conditions and the Plan.

- 5 -