- Current report filing (8-K)
November 23 2010 - 10:20AM
Edgar (US Regulatory)
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)
|
November
22,
2010
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AmTrust Financial
Services, Inc.
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(Exact
name of registrant as specified in its
charter)
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Delaware
|
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001-33143
|
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04-3106389
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(State
or other jurisdiction
|
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(Commission
|
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IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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59
Maiden Lane, 6
th
Floor, New York, New York
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10038
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(212)
220-7120
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(Former
name or former address, if changed since last
report.)
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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)
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.133-4 (c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
November 22, 2010, AmTrust Financial Services, Inc. (the “Company”) entered into
a new employment agreement with Max G. Caviet, President of its wholly-owned
subsidiary, AmTrust International Insurance, Ltd.
Pursuant
to Mr. Caviet’s employment agreement, he has agreed to serve as President of the
Company’s wholly-owned subsidiary, AmTrust International Insurance, Ltd., and as
an officer and director of certain of the Company’s other
affiliates. Mr. Caviet’s term of employment under this agreement
continues until December 31, 2013, at which time the employment agreement will
automatically renew for successive three-year terms, unless either the Company
or Mr. Caviet provides 180 days’ written notice of an intention not to renew
(the “Employment Period”). Pursuant to the employment agreement, Mr. Caviet will
receive an annual base salary in the amount of £350,000, which will increase to
£450,000 effective January 1, 2011 and is subject to an annual salary
review as of each January 1
st
during
the Employment Period. Mr. Caviet is entitled to an annual
profit bonus equal to ten percent (10%) of the “subject profits” of the
specialty risk and extended warranty business written by the Company and its
affiliates under Mr. Caviet’s direct or indirect supervision, provided that the
net pre-tax profit is no less than 75% of the profit target for that
year. “Subject Profit” is defined in the agreement as the Company’s
pre-tax operating income for the calendar year, excluding investment gains and
losses and extraordinary and non-recurring income, as determined by the
Company’s independent public accountants. The “profit target” is, for
each calendar year during the Employment Period, the greater of the subject
profit for the preceding calendar year and the subject profit of the Company for
the annual period ended December 31, 2008. The annual profit bonus is
subject to a cap, which is an amount equal to (i) three times Mr. Caviet’s then
current salary if the subject profit is more than 110% of the profit target;
(ii) two times Mr. Caviet’s then current salary if the subject profit is 110% or
less, but greater than 100% of the profit target; and (iii) Mr. Caviet’s then
current salary if the subject profit is 100% or less, but equal to or greater
than 75% of the profit target. Mr. Caviet may also receive other
bonus payments determined at the sole discretion of the Board of
Directors.
In the
event of disability, the Company may terminate Mr. Caviet’s employment upon five
days’ written notice; however, he will be entitled to receive his salary for a
period that is the greater of one year or the remainder of the Employment
Period, his profit bonus earned through the disability termination date but not
yet paid, and any unreimbursed expenses due him through the disability
termination date. In addition, the Company must provide Mr. Caviet
permanent health insurance, which is intended to provide benefits to him in the
event of termination for disability, except that the amount of any salary the
Company owes to Mr. Caviet will be offset by the amount of any insurance
provided. In the event Mr. Caviet dies during his term of employment,
his heirs will be entitled to receive his salary for the remainder of the
Employment Period or one year, whichever is greater, his profit bonus earned
through his date of death but not yet paid to him, as well as any unreimbursed
expenses due him through the date of termination.
If the
Company terminates or does not renew Mr. Caviet’s employment for gross
misconduct, the Company will not be obligated to pay any other compensation or
benefits to Mr. Caviet after the date of termination. Gross misconduct is
defined as (i) a material or serious breach of the agreement by Mr. Caviet, but
only if such breach is not cured within 30 days following the Company’s written
notice to Mr. Caviet of such breach, assuming such breach may be cured; (ii)
conviction of any act or course of conduct involving moral turpitude; or (iii)
engagement in any willful act or willful course of conduct constituting an abuse
of office or authority that significantly adversely affects the business or
reputation of the Company or Mr. Caviet.
If the
Company terminates or non-renews Mr. Caviet’s employment for any reason
(including disability) other than gross misconduct, Mr. Caviet
will be
entitled to receive (i) his salary for a period of one year from the original
expiration date of the term of employment, or one year from the effective date
of termination or non-renewal, whichever is greater and (ii) his profit bonus on
all specialty risk and extended warranty business written by the Company and its
affiliates under the direct or indirect supervision of Mr. Caviet through the
date of termination, through the expiration of such business, for a maximum
period of five years from the date of termination.
If Mr.
Caviet does not renew his employment agreement for the purpose of retirement (as
defined under U.K. law), he will be entitled to his profit bonus on all
specialty risk and extended warranty business written by the Company and its
affiliates under the direct or indirect supervision of Mr. Caviet through the
end of the Employment Period, through the expiration of such business, for a
maximum period of five years from the end of the Employment Period.
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
the Company’s customers or employees or solicit any entity that has been
contacted by the Company regarding a possible acquisition of that entity, for
two years after termination.
The
description of the agreement is qualified in its entirety by reference to the
full text of the agreement, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
Exhibit No.
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Description
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10.1
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Employment
Agreement, dated November 22, 2010, by and between the Company and Max G.
Caviet.
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SIGNATURE
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.
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AmTrust Financial Services,
Inc.
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(Registrant)
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Date
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November
23, 2010
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/s/ Stephen Ungar
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Stephen
Ungar
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General
Counsel and
Secretary
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