Business Context and Reporting Period
Company: Assurant, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 1, 2009 (Event Date)
Reporting Period: Effective January 1, 2009, following the expiration of prior agreements on December 31, 2008.
Key Financial Metrics
This filing does not contain financial performance data. Revenue, profit, cash flow, margins, debt, and liquidity metrics are not reported in this document.
Material Changes
The filing reports the execution of new Change of Control (COC) Agreements with several senior executives, including Messrs. Pollock, Peninger, and Lemasters, and Ms. Silvester. Key modifications from previous agreements include:
- Non-Competition and Solicitation: New restrictions preventing executives from engaging in competitive activities or soliciting customers during the term of the agreement.
- Termination Conditions:
- If terminated for cause or without good reason: Non-competition period expires six months post-termination.
- If terminated without cause or for good reason: Non-competition period expires on the date of termination.
- Non-Solicitation of Employees: Executives are prohibited from employing or offering employment to Company officers or employees for one year following termination.
- Section 409A Compliance: Adjustments to the Executive Short Term Incentive Plan (ESTIP) to comply with Treasury Regulations. Upon termination, the ESTIP award is now fixed at 0.5 times the target annual award, replacing the previous pro rata calculation.
Guidance, Outlook, and Risks
Management Commentary: The Compensation Committee approved these changes on November 13, 2008, to provide further benefit to the Company and shareholders through enhanced protections against competition and solicitation.
Risks and Contingencies: The filing addresses regulatory compliance risks under Section 409A of the Internal Revenue Code by modifying payment structures for incentive plans.
Investor Verification Checklist
- Verify the specific identities of all senior executives covered under the new COC Agreements beyond those explicitly named.
- Confirm the exact terms of the "cause" and "good reason" definitions within the employment contracts to understand termination triggers.
- Review the impact of the 0.5x ESTIP award cap on total executive compensation packages compared to prior pro rata structures.
- Check subsequent filings for any further amendments to these agreements or changes in executive leadership.