PTVCB Protective Insurance Corporation

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced and reported in the Original Form 8-K, on October 17, 2018, John D. Nichols, Jr. was appointed as the Company's Interim Chief Executive Officer and was elected as Chairman of the Company's Board of Directors (the "Board").  On November 13, 2018, the Company entered into an employment agreement (the "Agreement") with Mr. Nichols.   Under the Agreement, Mr. Nichols will serve as Interim Chief Executive Officer through October 17, 2019, unless ear lier terminated by the Company at any time with or without cause.   Mr. Nichols has agreed that prior to April 17, 2019, he will not terminate his employment without the written consent of the Board.  After April 17, 2019, Mr. Nichols may terminate his employment upon sixty (60) days' advance notice to the Company.   Mr. Nichols may remain employed by the Company during a transition period, not to exceed six months, following the Company's hiring of the successor Chief Executive Officer.  In addition, Mr. Nichols has agreed to serve as Chairman of the Board for a period of three years.

Under the Agreement, Mr. Nichols' annualized base salary is $600,000.  On November 13, 2018, Mr. Nichols also received 85,000 restricted shares of the Company's Class B common stock (the "Stock Grant"), of which 42,500 shares will vest as of October 17, 2019; 21,500 shares will vest as of October 17, 2020, and 21,500 shares will vest as of October 17, 2021.  During his term as Interim Chief Executive Officer, Mr. Nichols will not be entitled to any fees or other compensation for his services as a member of the Board.  Mr. Nichols is also entitled to participate in all benefit plans offered to other senior executives and to Company employees generally.    In addition, the Company will provide Mr. Nichols with an apartment near the Company's headquarters and up to $5,000 per month in commuting expenses for him and his immediate family.

If the Company terminates Mr. Nichols for any reason prior to April 17, 2019, Mr. Nichols will be paid a total of six months' base salary (including any base salary earned prior to the termination date).  If the Company terminates Mr. Nichols for cause (as defined in the Agreement) during the term of the Agreement, any unvested equity awards held on the termination date will be cancelled.  If Mr. Nichols is terminated by the Company for any other reason, the Stock Grant will continue to vest in accordance with its terms.  If a change in control (as defined in the Agreement) occurs, any unvested equity awards, including the Stock Grant, will become fully vested and payable.

The Agreement includes provisions requiring Mr. Nichols to maintain the confidentiality of the Company's confidential information and subjects Mr. Nichols to non-competition and non-solicitation provisions during the term of the Agreement and for twelve months thereafter.

The preceding description of the Agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Agreement, a copy of which is being filed as Exhibit 10.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.