Business Context and Reporting Period
This Form 8-K Current Report was filed by Assurant, Inc. on December 17, 2004. The filing discloses the entry into Material Definitive Agreements, specifically Change of Control Severance Agreements, with several executive officers and employees effective as of January 1, 2005.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the terms of executive compensation agreements.
Material Changes and Agreement Terms
The Company entered into severance agreements that trigger a two-year period following a defined "change in control." If an employee is terminated without cause or resigns for good reason during this period, they are entitled to:
- Cash Severance: A lump sum payment within 30 days of termination. The amount is a multiple (ranging from 1 to 3) of the sum of the employee's annual base salary and target annual bonus.
- Executive Multiplier: Named executive officers receive a multiplier of 3.
- Benefits Continuation: Medical and other welfare benefits for 18 months at the rate charged to active employees.
- Anticipatory Termination: Benefits apply if termination occurs within one year prior to a change in control in anticipation of such event.
- Additional Rights: Outplacement services, legal fee reimbursement, and excise tax reimbursement under Section 4999 of the U.S. tax code.
Named Executive Officers
The agreements were entered into with the following individuals:
- J. Kerry Clayton (President and Chief Executive Officer)
- Robert B. Pollock (Executive Vice President and Chief Financial Officer)
- Lesley Silvester (Executive Vice President)
- Philip Bruce Camacho (Executive Vice President; President and CEO, Assurant Solutions)
Note: Mr. Camacho's agreement differs slightly as it is tied to the Assurant Solutions business segment, whereas the others are tied to the holding company.
Investor Verification Checklist
- Verify the specific definitions of "change in control," "without cause," and "good reason" in the attached Exhibits 99.1 and 99.2.
- Confirm the total potential liability exposure based on the current base salaries and target bonuses of the named executives.
- Review the specific terms of the agreement for Philip Bruce Camacho to understand segment-specific triggers.
- Assess the impact of these agreements on the Company's ability to negotiate future mergers or acquisitions.