UNITED STATES
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) June 22, 2006
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Tower Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-50990 13-3894120
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(State or other jurisdiction (Commission (IRS Employer
or incorporation) File Number) Identification No.)
120 Broadway, 14th Floor, New York, NY 10271
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 655-2000
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(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:
[ ] 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 240.133-4(c))
Item 1.01 Entry into a Material Definitive Agreement
The Company and Stephen L. Kibblehouse executed an Employment Agreement on
June 22, 2006. Under the employment agreement, effective June 1, 2006, Mr.
Kibblehouse agreed to serve as the Company's Senior Vice President and General
Counsel and such other positions as the Company may assign. The term of service
under the agreement continues for one year, followed by automatic additional
one-year terms unless a notice not to extend the term is provided by the Company
or the employee at least three months prior to the end of the term. Mr.
Kibblehouse receives a minimum annual base salary of $290,000 and an annual
incentive bonus, to be determined by the Board of Directors, with the target
bonus of 30% of the annual base salary. The salary and target annual bonus are
subject to review for increase at the discretion of the Board of Directors or a
committee of the Board of Directors, however, they cannot be decreased below the
salaries and target bonus percentages stated above. Mr. Kibblehouse may also
participate in the Company's long-term incentive plans.
If the Company terminates the employment of Mr. Kibblehouse without cause
or if he terminates his employment with good reason, as defined in the
employment agreement, then he is entitled to (i) his accrued base salary and a
prorated target bonus, (ii) a cash severance payment equal to 100% of the sum of
his annual base salary and his target annual bonus, (iii) the continuation of
health and welfare benefits for 12 months, (iv) three months (or until the last
day of the stock option term, whichever occurs first) to exercise any vested
stock options, and (v) immediate vesting of his previously unvested stock
awards. If the Company terminates the employment agreement without cause, or if
Mr. Kibblehouse terminates his employment with good reason, in anticipation of,
or within the 24-month period following, a change in control as defined in the
employment agreement, he is also entitled to receive the foregoing benefits. The
employment agreement also provides for an excise tax gross-up payment if
payments received under the agreement and other payments received under other
agreements or employee benefit plans result in the imposition of an excise tax
under section 4999 of the Internal Revenue Code.
Mr. Kibblehouse is subject to non-competition provisions in the states of
New York and New Jersey for six months and non-solicitation provisions for a
period of one year after the termination of employment, along with ongoing
confidentiality and non-disclosure requirements.
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.
Tower Group, Inc.
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(Registrant)
Date June 26, 2006
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/s/ Stephen L. Kibblehouse
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Stephen L/ Kibblehouse
Senior Vice President & General Counsel