As filed with the Securities and Exchange Commission on March 13, 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2008
W. R. BERKLEY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-15202 22-1867895
- -------------- -------------- ----------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
475 Steamboat Road, Greenwich, CT 06830
-------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 629-3000
--------------
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In 2004, W. R. Berkley Corporation (the "Company") adopted and its
stockholders approved the W. R. Berkley Corporation 2004 Long-Term Incentive
Plan (the "LTIP"). The LTIP is a cash-based plan that does not provide for the
payment of any equity compensation. It is designed to encourage teamwork among
certain key employees of the Company and its subsidiaries and affiliates to
foster the achievement of the Company's long-term goals, to reward these
employees with pay that relates to the Company's performance and to provide a
means through which the Company may attract, motivate and retain talented
individuals who can assist the Company in achieving its long-term goals.
Compensation payable under the LTIP is based on long-term corporate performance
and is tied to an increase in stockholder value, as described in note 1 to the
table below. On March 7, 2008, the Company's Compensation Committee granted new
awards under the LTIP to certain key employees. The following table shows the
number of LTIP units ("Units") awarded to each of the Company's named executive
officers and the material terms of such awards:
LONG-TERM INCENTIVE PLAN
AWARDS GRANTED MARCH 7, 2008
Estimated Future Payouts Under Long-Term Incentive Plan (1)
-----------------------------------------------------------
- ------------------------ ----------------- --------------- ---------------------
Applicable
Number of Performance Maximum Aggregate
Name Units Awarded Period Value of Award
- ------------------------ ----------------- --------------- ---------------------
William R. Berkley 40,000 5 years $10,000,000
- ------------------------ ----------------- --------------- ---------------------
W. Robert Berkley, Jr. 15,000 5 years $ 3,750,000
- ------------------------ ----------------- --------------- ---------------------
Ira S. Lederman 5,000 5 years $ 1,250,000
- ------------------------ ----------------- --------------- ---------------------
Eugene G. Ballard 5,000 5 years $ 1,250,000
- ------------------------ ----------------- --------------- ---------------------
James G. Shiel 5,000 5 years $ 1,250,000
- ------------------------ ----------------- --------------- ---------------------
(1) Each of these Units had a $-0- value at the time of grant. The future payout
value for each Unit is determined by multiplying the aggregate year-to-year
increase in the per-share book value of the Company's common stock over the
five-year performance period by a factor of 12.5, subject to a maximum per-Unit
value of $250.00. The aggregate dollar value of the award to each named
executive officer will be the product of that per-Unit value and the number of
Units awarded to each such executive. The dollar value of the awards will be
paid to the executives at the end of the five-year performance period, subject
to earlier payout of the earned value upon death or a termination of employment
on account of disability or eligible retirement or by the Company without
"cause", where such earned value will be based on the per-Unit value as of the
end of the fiscal year immediately preceding the year in which such death or
termination occurs. Upon a change in control of the Company, the value of the
Units will be fixed as of the end of the fiscal year immediately preceding the
year in which such change in control occurs and will be paid to each named
executive officer upon the earliest to occur of (a) the end of the five-year
performance period, (b) such executive's death, and (c) such executive's
termination of employment due to disability or retirement or by the Company
without "cause". An executive's Units will be forfeited if certain continued
employment conditions are not satisfied through the end of the performance
period. An executive's Units may also be forfeited or subject to recapture if
such executive violates certain non-competition provisions of the award during
the performance period and for two years following the end of the performance
period.
- 2 -
A copy of the form of 2008 Performance Unit Award Agreement under the LTIP
to be entered into by each of the Company's named executive officers in
connection with the foregoing awards of Units is attached hereto as Exhibit 10.1
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
- -------------- ---------------------------
10.1 Form of 2008 Performance Unit Award Agreement under the
W. R. Berkley Corporation 2004 Long-Term Incentive Plan.
- 3 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
W. R. BERKLEY CORPORATION
By: /s/ Eugene G. Ballard
------------------------------
Name: Eugene G. Ballard
Title: Senior Vice President,
Chief Financial Officer
and Treasurer
Date: March 13, 2008
Exhibit Index
-------------
Exhibit Number Description of Exhibit
- -------------- ---------------------------
10.1 Form of 2008 Performance Unit Award Agreement under the
W. R. Berkley Corporation 2004 Long-Term Incentive Plan.