Attached files
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EX-10.1 - EX-10.1 - FIRST MERCURY FINANCIAL CORP | k48653exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant To Section 13 OR 15(d) Of The Securities Exchange Act Of 1934
Date of report (Date of earliest event reported): December 10, 2009
FIRST MERCURY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-33077 | 38-3164336 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
29110 Inkster Road | ||
Suite 100 | ||
Southfield, Michigan | 48034 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, including area code: (800) 762-6837
Not Applicable
(Former name or former address, if changed since last report)
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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.
Employment Agreement with John A. Marazza
On December 10, 2009, First Mercury Financial Corporation (the Company) entered into an
Employment Agreement (the Agreement) with John A. Marazza, its Executive Vice President,
Chief Financial Officer and Corporate Secretary. Under the Agreement, Mr. Marazza shall continue
to serve as Executive Vice President, Chief Financial Officer and Corporate Secretary of the
Company and perform such duties as are traditionally associated with such positions. Mr. Marazza
shall devote substantially full time and attention of the business day to his duties under the
Agreement. Mr. Marazza may engage in any other activities that do not interfere with his
obligations under the Agreement.
The Agreement provides that Mr. Marazza will be paid an annual base salary of $375,000, subject to
annual review under direction of the Board of Directors of the Company. Mr. Marazza will also be
eligible to participate in the Companys Performance Based Annual Incentive Plan (or other short
term incentive plan) and receive awards under the Companys Omnibus Incentive Plan (or any
successor equity based compensation plan).
The Agreement continues in effect until terminated in accordance with the Agreement. In the event
of termination by the Company for Cause (as defined in the Agreement) or by Mr. Marazza other than
for Good Reason (as defined in the Agreement), Mr. Marazza will be entitled to (a) any accrued base
salary through the termination date, and (b) any annual incentive bonus award earned and payable in
accordance with any performance period that ended prior to the termination date. In the event of
Mr. Marazzas termination of employment due to death, Mr. Marazzas estate or personal
representative shall be entitled to receive (i) any accrued base salary through the termination
date, (ii) any annual incentive bonus award earned and payable in accordance with any performance
period that ended prior to the termination date, and (iii) a pro rated bonus for the performance
period that included the termination date.
In the event of termination by (a) mutual agreement of the Company and Mr. Marazza, (b) the Company
without Cause or due to Mr. Marazzas Disability (as defined in the Agreement), or (c) Mr. Marazza
for Good Reason, then Mr. Marazza will be entitled to (i) payment of any accrued base salary, (ii)
any annual incentive bonus award earned and payable in accordance with any performance period that
ended prior to the termination date, (iii) a pro rated bonus for the performance period that
included the termination date, (iv) an amount equal to the sum of the actual annual incentive
bonuses awarded and paid to Mr. Marazza with respect to the two years immediately preceding the
fiscal year in which termination of employment occurs and (v) a continuation of his then current
base salary for the 24 month period following the date of termination or resignation. In addition,
for certain termination events, all equity awards outstanding at the time of Mr. Marazzas
termination shall immediately vest and be exercisable for the shorter of the remaining term of the
award and one year. The Company may require Mr. Marazza to execute a general release of claims and
provide transition services in order to receive certain of the payments that Mr. Marazza is
entitled to upon his termination. Mr. Marazza is subject to perpetual obligations of
confidentiality under the Agreement as well as to customary non-competition and non-solicitation
covenants which continue for a period of twenty-four (24) months following termination of
employment.
The foregoing description of the Agreement does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Agreement, a copy of which is attached as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 | Employment Agreement, effective as of December 10, 2009, between First Mercury Financial Corporation and John A. Marazza. |
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.
FIRST MERCURY FINANCIAL CORPORATION | ||||||
(Registrant) | ||||||
DATE: December 14, 2009
|
BY | /s/ Richard H. Smith | ||||
Richard H. Smith | ||||||
Chairman, President and Chief Executive Officer |