INFINITY PROPERTY AND CASUALTY CORPORATION |
(Exact name of Registrant as specified in its Charter) |
Ohio | 000-50167 | 03-0483872 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No. ) |
3700 Colonnade Parkway, Suite 600, Birmingham, Alabama 35243 |
(Address of Principal Executive Offices) (Zip Code) |
(205) 870-4000 |
Registrant’s telephone number, including area code |
□ | 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)) |
• | An annual base salary of, and which shall not be less than, $400,000, |
• | A fixed bonus of $200,000 in lieu of participation in Annual Executive Bonus Plan for 2015, |
• | Beginning in 2016, participation in the Annual Executive Bonus Plan with a target bonus of at least $320,000, |
• | 5,085; 5,552; and 3,500 performance shares for the 2015-2017; 2014-2016; and 2013-2015 performance periods, and |
• | A 3-year, cliff-vesting restricted stock award of 7,471 shares of Company common stock. |
• | Severance benefits if Mr. Bateman’s employment is terminated by the Company other than “for cause,” or is terminated by Mr. Bateman for “good reason,” which includes, among other things, the assignment to him of any duties inconsistent with the his status as an executive officer of the Company (including by reason of the Company becoming a subsidiary, or under the control, of a company not an affiliate of Infinity). The Employment Agreement provides that such severance benefits shall consist of the following: |
◦ | A lump sum payment equal to two times Mr. Bateman’s most recent salary; |
◦ | A lump sum payment of $320,000, pro-rated based on the actual number of days elapsed in the year in which his termination takes place, plus $640,000; |
◦ | 100% vesting of restricted shares and restricted share units awarded under the Second Amended and Restated 2013 Stock Plan; |
◦ | A lump sum payment in lieu of a contribution into his 401(k) or SERP account with the amount of the Company match being equal to his eligible wages and deferral election in effect at the time of termination for a period of 18 months; and |
◦ | Payment of his life insurance and medical and dental benefits for a period of 18 months after termination. |
• | In the event of an Mr. Bateman’s death or disability, he (or his estate) will receive a lump sum payment equal to $320,000, pro-rated based upon the actual number of days elapsed in the year in which his termination takes place. |
• | Upon termination of employment for any reason, Mr. Bateman would be entitled to receive amounts earned but unpaid during his term of employment, including accrued but unpaid salary, accrued but unused vacation time, and reimbursement of any business |
• | During the term of the Employment Agreement and for a period of 24 months following his termination of employment, Mr. Bateman agrees to: |
◦ | not compete against the Company, |
◦ | not divert customers or take advantage of business opportunities of which he becomes aware during his employment with the Company, |
◦ | not solicit, induce or influence or attempt to solicit, induce or influence any employee of the Company to leave his or her employment, |
◦ | not disclose confidential information of the Company, |
◦ | provide reasonable cooperation with the Company in any litigation or other proceedings involving the Company, and |
◦ | not make disparaging statements about the Company. |
Exhibit Number | Description |
10 | Employment Agreement for Mr. Bateman |