DE | 39-1126612 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] 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))
To provide further benefit to the Company and its shareholders, the COC Agreements now include restrictions on competition and solicitation. Under the COC Agreements, the senior executive may not engage in activity competitive with the Company (including as an employee or officer of a competitor) or solicit customers of the Company during the period beginning on January 1, 2009 and expiring on the date of a change of control. If the senior executive's employment is terminated before a change of control occurs, the length of the applicable non-competition period varies based on the type of termination. Specifically, if the senior executive's employment is terminated by the Company for cause or by the senior executive without good reason, the non-competition period will expire six months after the date of termination. If the senior executive's employment is terminated by the Company without cause or by the senior executive for good reason, the non-competition period will expire on the date of termination.
Under the COC Agreements, senior executives also may not employ or offer to employ officers or employees of the Company or any of its subsidiaries during the period beginning on January 1, 2009 and ending one year after the date of termination of the senior execu tive's employment.
To bring the COC Agreements into compliance with the new Treasury Regulations under Section 409A of the Internal Revenue Code, the payment of the Executive Short Term Incentive Plan ("ESTIP") award for the year in which the date of termination occurs will now be equal to 0.5 times the target annual ESTIP award (as opposed to a pro rata award).
Assurant, Inc. | ||||||||
Date: January 06, 2009 | By: | /s/ Stephen W. Gauster | ||||||
Stephen W. Gauster | ||||||||
Senior Vice President, Chief Corporate Counsel and Assistant Secretary | ||||||||