-----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, M+JZy6c3r+G3DwcOW17qUcameZa4x3+0bPQB/0LXWcIVoVAYtuOghn7+tGAfRLO+ 5LqSiyfji4uJyvwpY9zxeg== 0000944695-07-000009.txt : 20070220 0000944695-07-000009.hdr.sgml : 20070219 20070220202936 ACCESSION NUMBER: 0000944695-07-000009 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070215 FILED AS OF DATE: 20070220 DATE AS OF CHANGE: 20070220 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER INSURANCE GROUP, INC. CENTRAL INDEX KEY: 0000944695 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 043263626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1106 BUSINESS ADDRESS: STREET 1: 440 LINCOLN ST CITY: WORCESTER STATE: MA ZIP: 01653 BUSINESS PHONE: 5088551000 MAIL ADDRESS: STREET 1: 440 LINCOLN ST CITY: WORCESTER STATE: MA ZIP: 01653 FORMER COMPANY: FORMER CONFORMED NAME: ALLMERICA FINANCIAL CORP DATE OF NAME CHANGE: 19950501 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PARRY EDWARD J III CENTRAL INDEX KEY: 0001227473 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13754 FILM NUMBER: 07637186 BUSINESS ADDRESS: BUSINESS PHONE: 5088552524 MAIL ADDRESS: STREET 1: C/O THE HANOVER INSURANCE GROUP, INC. STREET 2: 440 LINCOLN ST. (E-6) CITY: WORCESTER STATE: MA ZIP: 01653 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2007-02-15 0 0000944695 HANOVER INSURANCE GROUP, INC. THG 0001227473 PARRY EDWARD J III C/O THE HANOVER INSURANCE GROUP, INC. 440 LINCOLN ST. (E-6) WORCESTER MA 01653 1 1 0 0 Executive Vice President & CFO Common Stock 2007-02-15 4 A 0 18288 A 51982 D Common Stock 2007-02-15 4 A 0 10000 A 61982 D Stock Option (Right to Buy) 52.0625 2007-02-15 4 D 0 17000 D 2009-02-21 Common 17000 0 D Stock Option (Right to Buy) 52.0625 2007-02-15 4 A 0 17000 A 2009-02-21 Common 17000 17000 D Stock Option (Right to Buy) 44.05 2007-02-15 4 D 0 50000 D 2012-01-02 Common 50000 0 D Stock Option (Right to Buy) 44.05 2007-02-15 4 A 0 50000 A 2012-01-02 Common 50000 50000 D Stock Option (Right to Buy) 36.88 2007-02-15 4 D 0 50000 D 2014-02-27 Common 50000 0 D Stock Option (Right to Buy) 36.88 2007-02-15 4 A 0 50000 A 2014-02-27 Common 50000 50000 D Stock Option (Right to Buy) 36.5 2007-02-15 4 D 0 49000 D 2015-02-07 Common 49000 0 D Stock Option (Right to Buy) 36.5 2007-02-15 4 A 0 49000 A 2015-02-07 Common 49000 49000 D On February 27, 2004, Reporting Person was granted 13,300 (target) performance-based restricted stock units (the "2004 PBRSUs") pursuant to Issuer's Amended Long-Term Stock Incentive Plan (the "1996 Plan"). Provided the Issuer's property and casualty operations achieve a specified return on equity for the year 2006 (the "2006 ROE target") and Reporting Person remains continuously employed by the Issuer until such date, the 2004 PBRSUs vest after three years from the grant date (2/27/07). The actual 2004 PBRSU award could be as low as zero, and as high as 150% of the target, based on the return on equity actually achieved. On February 15, 2007, the Issuer determined that the 2006 ROE Target had been achieved at a level that entitled holders of the 2004 PBRSUs to 137.5% of their target award. Accordingly, provided Reporting Person remains employed by the Issuer on the vesting date (2/27/07), Reporting Person will be issued 18,288 shares of common stoc k. On February 14, 2006, Reporting Person was granted 10,000 individual goal-based performance-based restricted stock units (the "Individual Goal PBRSUs") pursuant to the 1996 Plan. The Individual Goal PBRSUs vest on the second anniversary of the grant date (02/14/08), but only if certain pre-established individual performance measures are achieved during 2006 (the "Individual Goals"). On February 15, 2007, the Issuer determined that the Individual Goals had been achieved. Accordingly, provided Reporting Person remains employed by the Issuer on the vesting date (02/14/08), Reporting Person will be issued 10,000 shares of common stock. Additional 29 shares held indirectly in 401(k) plan. Transactions involved amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The amendment provides that in the event Reporting Person's employment with the Issuer is terminated, whether voluntary or involuntary (other than for Cause, due to death, disability, retirement or in the event of a change in control), the portion of the stock option that is vested immediately prior to termination shall remain exercisable until the earlier of (i) 60 days following he date of termination, or (ii) the expiration date of the stock option. The amendment was made to conform the post-termination (excluding termination due to death, disability, retirement or in the event of a change in control) exercise rights under the 1996 Plan with such rights under the Issuer's 2006 Long-Term Incentive Plan. All other terms and conditions of the option, including exercise price and vesting terms remained unchanged. Option to Purchase granted pursuant to the 1996 Plan, which option vested 20% annually during each of the first 5 years following grant date (02/21/99). Option to Purchase granted pursuant to the 1996 Plan, which option vested 25% on 01/02/03; 25% on 01/02/04; and the remaining 50% on 01/02/05. Option to Purchase granted pursuant to the 1996 Plan, which option vested 25% on 02/27/05; 25% on 02/27/06; and the remaining 50% will vest on 02/27/07. Option to Purchase granted pursuant to the 1996 Plan, which option vested 25% on 02/07/06; 25% on 02/07/07; and the remaining 50% will vest on 02/07/08. Edward J. Parry, III 2007-02-20 -----END PRIVACY-ENHANCED MESSAGE-----