EXHIBIT 10.12
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ASSURANT, INC.
DIRECTORS COMPENSATION PLAN
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ASSURANT, INC.
DIRECTORS COMPENSATION PLAN
TABLE OF CONTENTS
ARTICLE 1 PURPOSE............................................................... 1
1.1 Purpose....................................................... 1
1.2 Eligibility................................................... 1
ARTICLE 2 DEFINITIONS........................................................... 1
2.1 Definitions................................................... 1
ARTICLE 3 ADMINISTRATION........................................................ 2
3.1 Administration................................................ 2
3.2 Reliance...................................................... 2
3.3 Indemnification............................................... 3
ARTICLE 4 SHARES................................................................ 3
4.1 Shares Subject to the Plan.................................... 3
ARTICLE 5 CASH COMPENSATION..................................................... 3
5.1 Base Annual Retainer.......................................... 3
5.2 Supplemental Annual Retainer.................................. 3
5.3 Fees.......................................................... 4
5.4 Travel Expense Reimbursement.................................. 4
ARTICLE 6 EQUITY COMPENSATION................................................... 4
6.1 Stock Grants.................................................. 4
6.2 Stock Appreciation Rights..................................... 5
6.3 Adjustments................................................... 6
ARTICLE 7 AMENDMENT, MODIFICATION AND TERMINATION............................... 7
7.1 Amendment, Modification and Termination....................... 7
ARTICLE 8 GENERAL PROVISIONS.................................................... 7
8.1 Election to Defer Payment.................................... 7
8.2 Restriction of Lenders........................................ 7
8.3 Duration of the Plan.......................................... 7
8.4 Expenses of the Plan.......................................... 7
8.5 Effective Date................................................ 8
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ASSURANT, INC.
DIRECTORS COMPENSATION PLAN
ARTICLE 1
PURPOSE
1.1 PURPOSE. The purpose of the Assurant, Inc. Directors
Compensation Plan is to attract, retain and compensate highly-qualified
individuals who are not employees of Assurant, Inc. or any of its subsidiaries
or affiliates for service as members of the Board by providing them with
competitive compensation and an ownership interest in the Common Stock of the
Company. The Company intends that the Plan will benefit the Company and its
stockholders by allowing Non-Employee Directors to have a personal financial
stake in the Company through an ownership interest in the Common Stock and will
closely associate the interests of Non-Employee Directors with that of the
Company's stockholders.
1.2 ELIGIBILITY. All active Non-Employee Directors shall
automatically be participants in the Plan.
ARTICLE 2
DEFINITIONS
2.1 DEFINITIONS. Unless the context clearly indicates otherwise,
the following terms shall have the following meanings:
(a) "Base Annual Retainer" means the annual cash retainer
(excluding meeting fees and expenses) payable by the Company to a Non-Employee
Director pursuant to Section 5.1 hereof for service as a director of the Company
(i.e., excluding any Supplemental Annual Retainer), as such amount may be
changed from time to time.
(b) "Board" means the Board of Directors of the Company.
(c) "Company" means Assurant, Inc., a Delaware corporation.
(d) "Common Stock" means the common stock, par value $0.01 per
share, of the Company.
(e) "Disability" means any illness or other physical or mental
condition of a Non-Employee Director that renders him or her incapable of
performing as a director of the Company, or any medically determinable illness
or other physical or mental condition resulting from a bodily injury, disease or
mental disorder which, in the judgment of the Board, is permanent and continuous
in nature. The Board may require such medical or other evidence as it deems
necessary to judge the nature and permanency of a Non-Employee Director's
condition.
(f) "Effective Date" has the meaning set forth in Section 8.4 of
the Plan.
(g) "Fair Market Value", on any date, means (i) if the Common
Stock is listed on a securities exchange or is traded over the Nasdaq National
Market, the closing sales price on the immediately preceding date on which
sales were reported, or (ii) if the
Common Stock is not listed on a securities exchange or traded over the Nasdaq
National Market, the mean between the bid and offered prices as quoted by Nasdaq
for such immediately preceding trading date, provided that if it is determined
that the fair market value is not properly reflected by such Nasdaq quotations,
Fair Market Value will be determined by such other method as the Board
determines in good faith to be reasonable.
(h) "Non-Employee Director" means a director of the Company who is
not an employee of the Company or Fortis Insurance N.V ("Fortis"), or any of its
respective subsidiaries or affiliates, and who is not a director of the Company
designated by Fortis pursuant to the Shareholders' Agreement between the Company
and Fortis.
(i) "Plan" means the Assurant, Inc. Directors Compensation Plan,
as amended from time to time.
(j) "Plan Year(s)" means the approximate twelve-month periods
between annual meetings of the stockholders of the Company, which, for purposes
of the Plan, are the periods for which annual retainers are earned.
(k) "Retirement" means retirement as a director of the Company in
accordance with the provisions of the Company's bylaws as in effect from time to
time.
(l) "Stock Appreciation Rights" or "SARs" has the meaning set
forth in Section 6.2 of the Plan.
(m) "Stock Grant Date" has the meaning set forth in Section 6.1(c)
of the Plan.
(n) "Supplemental Annual Retainer" means the annual retainer
(excluding meeting fees and expenses) payable by the Company to a Non-Employee
Director pursuant to Section 5.2 hereof for service as a member or chair of a
committee of the Board, as such amount may be changed from time to time.
ARTICLE 3
ADMINISTRATION
3.1 ADMINISTRATION. The Plan shall be administered by the Board.
Subject to the provisions of the Plan, the Board shall be authorized to
interpret the Plan, to establish, amend and rescind any rules and regulations
relating to the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan. The Board's interpretation of the
Plan, and all actions taken and determinations made by the Board pursuant to the
powers vested in it hereunder, shall be conclusive and binding upon all parties
concerned including the Company, its stockholders and persons granted awards
under the Plan. The Board may appoint a plan administrator to carry out the
ministerial functions of the Plan, but the administrator shall have no other
authority or powers of the Board.
3.2 RELIANCE. In administering the Plan, the Board may rely upon
any information furnished by the Company, its public accountants and other
experts. No individual will have personal liability by reason of anything done
or omitted to be done by the Company or the Board in connection with the Plan.
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3.3 INDEMNIFICATION. Each person who is or has been a member of
the Board or who otherwise participates in the administration or operation of
the Plan shall be indemnified by the Company against, and held harmless from,
any loss, cost, liability or expense that may be imposed upon or incurred by him
or her in connection with or resulting from any claim, action, suit or
proceeding in which such person may be involved by reason of any action taken or
failure to act under the Plan and shall be fully reimbursed by the Company for
any and all amounts paid by such person in satisfaction of judgment against him
or her in any such action, suit or proceeding, provided he or she will give the
Company an opportunity, by written notice to the Board, to defend the same at
the Company's own expense before he or she undertakes to defend it on his or her
own behalf. This right of indemnification shall not be exclusive of any other
rights of indemnification.
ARTICLE 4
SHARES
4.1 SHARES SUBJECT TO THE PLAN. The shares of Common Stock that
may be issued pursuant to the Plan shall not exceed in the aggregate 500,000.
Such shares may be authorized and unissued shares or treasury shares.
ARTICLE 5
CASH COMPENSATION
5.1 BASE ANNUAL RETAINER. Each Non-Employee Director shall be paid
a Base Annual Retainer for service as a director during each Plan Year, payable
quarterly beginning on the first day of the Plan Year, or the Effective Date in
the case of the Plan Year ending on the 2005 annual meeting of stockholders. The
amount of the Base Annual Retainer shall be established from time to time by the
Board. Until changed by the Board, the Base Annual Retainer shall be $35,000 for
a full Plan Year. Each person who first becomes a Non-Employee Director on a
date other than an annual meeting date shall be paid a pro-rata retainer equal
to the Base Annual Retainer for such Plan Year, multiplied by a fraction, the
numerator of which is the number of full months before the next regularly
scheduled annual meeting of the Company's stockholders, and the denominator of
which is 12. Payment of such prorated Base Annual Retainer shall begin on the
date that the person first becomes a Non-Employee Director.
5.2 SUPPLEMENTAL ANNUAL RETAINER. Certain Non-Employee Directors
shall be paid a Supplemental Annual Retainer for service as Chairman of the
Board or as a member or chair of a committee of the Board during a Plan Year,
payable quarterly at the same times as installments of the Base Annual Retainer
are paid. The amount of the Supplemental Annual Retainer shall be established
from time to time by the Board. Until changed by the Board, the Supplemental
Annual Retainer for a full Plan Year shall be as follows:
CHAIR NON-CHAIR MEMBER
Chairman of the Board $7,500 n/a
Audit Committee $7,500 $3,750
Compensation Committee $5,000 $2,500
Governance/Nominating Committee $5,000 $2,500
Executive Committee $ 0 $ 0
A pro-rata Supplemental Annual Retainer will be paid to any Non-Employee
Director who
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becomes chairman or joins a committee of the Board on a date other than the
beginning of a Plan Year, based on the number of full months between the date
such Non-Employee Director became chairman or joined such committee and the
beginning of the next Plan Year.
5.3 FEES. Each Non-Employee Director shall be paid a fee for each
meeting or conference call of the Board or committee thereof in which he or she
participates. The amount of the fees shall be established from time to time by
the Board. Until changed by the Board, the fee for attending a meeting of the
Board or any committee thereof shall be $2,000, and the fee for participating in
a conference call of the Board or any committee thereof shall be $500; provided
that no more than one fee will be payable for meetings or conference calls held
on a single day. For purposes of this provision, the Chairman of the Board or
chairman of the respective Board committee may authorize the full meeting fee to
be payable with respect to any extended conference call or any other special
off-site meeting required as part of a Non-Employee Director's service on the
Board or any committee thereof.
5.4 TRAVEL EXPENSE REIMBURSEMENT All Non-Employee Directors shall
be reimbursed for reasonable travel expenses (including spouse's expenses to
attend events to which spouses are invited) in connection with attendance at
meetings of the Board and its committees, or other Company functions at which
the Chief Executive Officer requests the Non-Employee Director to participate.
If the travel expense is related to the reimbursement of commercial airfare,
such reimbursement will not exceed full-coach rates for domestic travel or
business-class rates for international travel. If the travel expense is related
to reimbursement of non-commercial air travel, such reimbursement shall not
exceed the rate for comparable travel by means of commercial airlines.
ARTICLE 6
EQUITY COMPENSATION
6.1 STOCK GRANTS
(a) Initial Stock Grant. Each Non-Employee Director shall receive,
on the later of the Effective Date of the Plan or the first date he or she
becomes a Non-Employee Director, an award of shares of Common Stock having an
aggregate Fair Market Value on the grant date equal to the non-prorated Base
Annual Retainer for such Plan Year. Such shares shall be subject to the transfer
restrictions described below in Section 6.1(d).
(b) Annual Stock Grants. On the day following the 2005 annual
meeting of the Company's stockholders, and on the day following each subsequent
annual meeting of the Company's stockholders, each Non-Employee Director in
service on that date (other than a director who first became a Non-Employee
Director at the stockholders meeting held on the previous day) will receive an
award of shares having a Fair Market Value on the date of grant equal to the
non-prorated Base Annual Retainer for such Plan Year. Such shares shall be
subject to the transfer restrictions described below in Section 6.1(d). In no
event will a director receive both an initial award and an annual award of
shares for the same Plan Year.
(c) Reduced Awards. Each day that shares are to be granted under
the Plan is referred to hereinafter as a "Stock Grant Date." If on any Stock
Grant Date, shares of Common Stock are not available under the Plan to grant to
Non-Employee Directors the full amount of a grant contemplated by Section 6.1(a)
or (b), then each Non-Employee Director then entitled to an
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award of shares shall receive a reduced grant of shares (a "Reduced Grant") in
an amount equal to the number of shares of Common Stock then available under the
Plan, divided by the number of Non-Employee Directors entitled to an award of
shares as of the applicable Stock Grant Date. Fractional shares shall be ignored
and not granted. If a Reduced Grant has been made and, thereafter, during the
term of the Plan, additional shares of Common Stock become available for grant
(e.g., by an amendment to the Plan approved by the stockholders), then each
person who was a Non-Employee Director both on the Stock Grant Date on which the
Reduced Grant was made and on the date additional shares of Common Stock become
available (a "Continuing Non-Employee Director") shall receive an additional
grant of shares. The number of newly available shares shall be divided equally
among the shares granted to the Continuing Non-Employee Directors up to the full
number of shares that were due to be granted. If more than one Reduced Grant has
been made, available shares shall be granted beginning with the earliest such
Stock Grant Date.
(d) Minimum Holding Period. A Non-Employee Director receiving
shares of Common Stock under the Plan shall not sell, transfer, exchange,
assign, pledge, hypothecate or otherwise encumber such shares to or in favor of
any party other than the Company, or subject such shares to any lien, obligation
or liability of the grantee to any other party other than the Company, for a
period of five (5) years from the date of grant or unless the Non-Employee
Director ceases to be a director of the Company by reason of his or her death,
Disability or Retirement, or failure to be re-nominated or re-elected to the
Board.
6.2 STOCK APPRECIATION RIGHTS
(a) Initial SAR Grant. Each Non-Employee Director shall receive,
on the later of the Effective Date of the Plan or the first date he or she
becomes a Non-Employee Director, an award of Stock Appreciation Rights ("SARs")
with respect to that number of shares of Common Stock having an aggregate Fair
Market Value on the grant date equal to the non-prorated Base Annual Retainer
for such Plan Year.
(b) Annual SAR Grants. On the day following the 2005 annual
meeting of the Company's stockholders, and on the day following each subsequent
annual meeting of the Company's stockholders, each Non-Employee Director in
service on that date (other than a director who first became a Non-Employee
Director at the stockholders meeting held on the previous day) will receive an
award of SARs with respect to that number of shares of Common Stock having a
Fair Market Value on the date of grant equal to the non-prorated Base Annual
Retainer for such Plan Year. In no event will a director receive both an initial
award and an annual award of SARs for the same Plan Year.
(c) Terms and Conditions of SARs.
(i) Base Value and Benefit. The base value of each SAR
granted under this Plan shall equal the Fair Market Value of a share of Common
Stock on the date of grant of the SAR. Each SAR entitles the grantee, in
accordance with and subject to the restrictions set forth in this Section 6.2,
to receive from the Company upon the exercise of the SAR an amount, payable in
cash, equal to the excess, if any, of (a) the Fair Market Value of one share of
Common Stock on the date of exercise; over (b) the base value of the SAR.
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(ii) Vesting and Exercise of SARs. The SARs shall be fully
vested on the date of grant, but may not be exercised until the 5th anniversary
of the date of grant. Notwithstanding the foregoing, to the extent not
previously exercised, all SARs granted hereunder shall be automatically
exercised (and shall thereupon expire) on earlier of (i) the first anniversary
of a Non-Employee Director's termination as a director of the Company for any
reason, or (ii) the 10th anniversary of the date of grant of the SAR. The Board
may at its discretion force the early exercise of SARs in order to facilitate
any reorganization, recapitalization, or other need of the Company. In requiring
such mandatory exercise, the Board in its discretion shall select which SARs
shall be exercised.
(iii) Restrictions on Transfer and Pledge. The SARs may not
be pledged, encumbered, or hypothecated to or in favor of any party other than
the Company or an affiliate, nor shall they be subject to any lien, obligation,
or liability of the grantee to any party other than the Company or an affiliate.
The SARs are not assignable or transferable by the grantee other than by will or
the laws of descent and distribution. The SARs may be exercised during the
lifetime of the grantee only by the grantee.
(iv) Award Agreements. All awards of SARs under this Plan
shall be evidenced by a written Award Agreement between the Company and the
Non-Employee Director, which shall include such provisions, not inconsistent
with the Plan, as may be specified by the Board.
(v) Beneficiaries. A Non-Employee Director may, in the
manner determined by the Board, designate a beneficiary to exercise the rights
of the Non-Employee Director and to receive any distribution with respect to any
SAR upon his or her death. A beneficiary, legal guardian, legal representative,
or other person claiming any rights under the Plan is subject to all terms and
conditions of the Plan and any Award Agreement applicable to the Non-Employee
Director, except to the extent the Plan and Award Agreement otherwise provide,
and to any additional restrictions deemed necessary or appropriate by the Board.
If no beneficiary has been designated or survives the Non-Employee Director,
payment shall be made to the Non-Employee Director's estate. Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Non-Employee
Director at any time provided the change or revocation is filed with the Board.
6.3 ADJUSTMENTS In the event that the Board determines that any
distribution (whether in the form of cash, Common Stock, other securities, or
other property), recapitalization, reclassification, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Common Stock or other securities of the Company,
issuance of warrants or other rights to purchase Common Stock or other
securities of the Company, or other similar corporate transaction or event, in
the Board's sole discretion, affects the Common Stock such that an adjustment is
determined by the Board to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan or with respect to an award or awards hereunder, then the Board
shall, in such manner as it may deem equitable, adjust the number and type of
shares (or other securities or property) which may be granted under the Plan.
Any decision of the Board pursuant to the terms of this Section 6.3 shall be
final, binding and conclusive upon the Non-Employee Directors, the Company and
all other interested parties. Without limiting the foregoing, in the event of a
subdivision of the outstanding Common Stock (stock-split), a declaration of a
dividend payable in shares of Common Stock, or a combination or consolidation
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of the outstanding Common Stock into a lesser number of shares, the
authorization limit under Article 4 shall automatically be adjusted
proportionately, any outstanding SARs shall automatically be adjusted
proportionately, and any resulting shares payable with respect to shares of
Common Stock granted under this Plan shall be subject to any remaining minimum
holding period for such host shares imposed under Section 6.1(d) hereof.
ARTICLE 7
AMENDMENT, MODIFICATION AND TERMINATION
7.1 AMENDMENT, MODIFICATION AND TERMINATION. The Board may, at any
time and from time to time, amend, modify or terminate the Plan without
stockholder approval; provided, however, that if an amendment to the Plan would,
in the reasonable opinion of the Board, (i) materially increase the number of
shares of Common Stock available under the Plan, (ii) expand the types of awards
available under the Plan, (iii) materially extend the term of the Plan, or (iv)
otherwise constitute a material change requiring shareholder approval under
applicable laws, policies or regulations or the applicable listing or other
requirements of a securities exchange on which the Common Stock is listed or
traded, then such amendment shall be subject to stockholder approval; and
provided further, that the Board may condition any other amendment or
modification on the approval of stockholders of the Company for any reason.
ARTICLE 8
GENERAL PROVISIONS
8.1 ELECTION TO DEFER PAYMENT. A Participant may elect to defer
receipt of any cash payment under this Plan. Such election shall be made in
writing and delivered to the plan administrator (i) with respect to cash
payments under Article 5, not later than the beginning of the Plan Year with
respect to which such payments are made, and (ii) with respect to SARs granted
under Article 6, not later than such SARs first become exercisable. As elected
by the Participant, such payment may be deferred under the terms of the
Assurant, Inc. Investment Plan, and such deferral shall be governed solely by
the terms of such Plan.
8.2 RESTRICTIONS OF LENDERS. The Company's obligations under this
Plan shall be subject to, and may from time to time be prohibited by, agreements
that may be in effect from time to time among or between the Company or its
affiliates and their respective lenders. In the event that the Company would not
be able to perform any of its agreements or fulfill any of its obligations
hereunder without violating such a loan agreement, the Company shall be excused
from such performance or fulfillment with no liability therefor to the
Non-Employee Directors; provided that if and when such performance or
fulfillment would no longer be such a violation, the Company shall have the
obligation to complete such performance or fulfillment at that time.
8.3 DURATION OF THE PLAN. The Plan shall remain in effect until
the day immediately following the 2013 annual meeting of Company's stockholders,
unless terminated earlier by the Board.
8.4 EXPENSES OF THE PLAN. The expenses of administering the Plan
shall be borne by the Company.
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8.5 EFFECTIVE DATE. The Plan was originally adopted by the Board
on October 15, 2003 and was approved by the sole stockholder on October 15,
2003. The Plan was amended by the Board on December 12, 2003 and will become
effective on the effective date of the registration statement filed by the
Company under the Securities Act of 1933, as amended, for the initial public
offering of the Common Stock (the "Effective Date").
ASSURANT, INC.
/s/ Robert Haertel
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By: Robert Haertel
Senior Vice President
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