AMTRUST FINANCIAL SERVICES, INC. - Corporate Solutions

More documents

Recommendations

Info

Table of Contents agreement, through the expiration of such business, for a maximum period of five years from the end of the term of his employment agreement. Mr. Caviet has agreed to keep confidential all information regarding the Company that he receives during the term of his employment and thereafter. Mr. Caviet has also agreed that, upon termination of employment, he will not solicit any of our customers or employees or solicit any entity that has been contacted us regarding a possible acquisition of that entity, for two years after termination. Michael J. Saxon Pursuant to Mr. Saxon’s employment agreement, dated as of March 1, 2010 and amended as of March 1, 2012 and March 22, 2013, he has agreed to serve as our Chief Operating Officer. Mr. Saxon’s term of employment under this agreement continues until February 28, 2015, at which time the employment agreement will automatically renew for successive three-year terms, unless we or Mr. Saxon provide 90 days’ written notice of an intention not to renew. In 2012, Mr. Saxon received an annual base salary in the amount of $600,000 and is entitled to a salary review each March during the term of his employment agreement. In March 2013, Mr. Saxon’s salary was increased to $700,000. Mr. Saxon is entitled to an annual profit bonus, equal to one percent (1%) of our “profit” for the fiscal year, provided that the annual profit is no less than 75% of the greater of our profit for the preceding calendar year or the base line profit for the year ended December 31, 2009. See “Compensation Discussion and Analysis – Executive Compensation – Bonus” for further details regarding the calculation of Mr. Saxon’s bonus. Pursuant to the March 22, 2013 amendment to his employment agreement, on a going forward basis, “profit” will no longer include gains or losses on life settlement contracts (exclusive of non-controlling interest, net of tax). The terms of Mr. Saxon’s employment agreement relating to termination in the event of disability, death, or at any time for cause, and the confidentiality, non-compete and non-solicit provisions in the employment agreement, are identical to those contained in Mr. Pipoly’s and Mr. Longo’s employment agreements. Christopher M. Longo Pursuant to Mr. Longo’s employment agreement, dated March 1, 2010 and amended March 1, 2012 and March 22, 2013, he has agreed to serve as our Chief Information Officer. Mr. Longo’s term of employment under this agreement continues until February 28, 2015, at which time the employment agreement will automatically renew for successive three-year terms, unless we or Mr. Longo provide 90 days’ written notice of an intention not to renew. In 2012, Mr. Longo received an annual base salary in the amount of $500,000 and is entitled to an annual salary review each March during the term of his employment agreement. In March 2013, Mr. Longo’s salary was increased to $600,000. Mr. Longo is entitled to an annual profit bonus that is calculated the same as Mr. Saxon’s annual bonus, including the change as a result of the March 22, 2013 amendment. The terms of Mr. Longo’s employment agreement relating to termination in the event of disability, death, or at any time for cause, and the confidentiality, non-compete and non-solicit provisions in the employment agreement, are identical to those contained in Mr. Pipoly’s and Mr. Saxon’s employment agreements. 2010 Omnibus Incentive Plan Our Board of Directors and shareholders approved the 2010 Omnibus Incentive Plan, as amended in May 2012, which allows for grants of incentive stock options, non-qualified stock options, performance shares, shares of restricted stock and restricted stock units to present and future officers, directors, employees and consultants of the Company or any subsidiary. The aggregate number of shares of common stock for which awards may be issued may not exceed 6,650,062 shares, subject to the authority of our Board of Directors to adjust this amount in the event of a consolidation, reorganization, stock dividend, stock split, recapitalization or similar transaction affecting our common stock. In addition, under the current terms of the Plan, we cannot grant more than 34
Table of Contents 5,650,062 shares for awards other than options and stock appreciations rights, and no one participant can receive more than 400,000 options and 250,000 shares of restricted stock or restricted stock units (other than performance awards) in any one calendar year. For share-based performance awards, no one participant can earn more than 200,000 shares for each year of duration of the award (up to a maximum of 600,000 shares) and for cash-based performance awards, no one participant can earn more than $4.5 million per year of duration of the award (up to a maximum award of $9.0 million). Risk Assessment of Compensation Policies and Procedures Our Compensation Committee has reviewed our material compensation policies and practices applicable to our employees, including our named executive officers, and concluded that these policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. 35
Page 1 and 2: AMTRUST FINANCIAL SERVICES, INC. FO
Page 3 and 4: Table of Contents NOTICE OF ANNUAL
Page 5 and 6: Table of Contents AMTRUST FINANCIAL
Page 7 and 8: Table of Contents determining the a
Page 9 and 10: Table of Contents Abraham Gulkowitz
Page 11 and 12: Table of Contents CORPORATE GOVERNA
Page 13 and 14: Table of Contents Our Compensation
Page 15 and 16: Table of Contents Code of Business
Page 17 and 18: Table of Contents SECURITY OWNERSHI
Page 19 and 20: Table of Contents PROPOSAL 2: RATIF
Page 21 and 22: Table of Contents REPORT OF THE AUD
Page 23 and 24: Table of Contents the earnings per
Page 25 and 26: Table of Contents Harry C. Schlacht
Page 27 and 28: Table of Contents our growth-orient
Page 29 and 30: Table of Contents • Performance S
Page 31 and 32: Table of Contents to participate in
Page 33: Table of Contents Summary Compensat
Page 36 and 37: Table of Contents (7) The grant dat
Page 38 and 39: Table of Contents accordance with o
Page 42 and 43: Table of Contents Outstanding Equit
Page 44 and 45: Table of Contents Potential Payment
Page 46 and 47: Table of Contents CERTAIN RELATIONS
Page 48 and 49: Table of Contents Note Payable —
Page 50 and 51: Table of Contents Master Services A
Page 52 and 53: Table of Contents a new agreement t
Page 54 and 55: Table of Contents APPENDIX A The te
Page 56: Table of Contents 1. Election of Di

AMTRUST FINANCIAL SERVICES, INC. - Corporate Solutions

Create successful ePaper yourself

Delete template?

Save as template?