Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - SeaBright Holdings, Inc. | ex10_1.htm |
| EX-99.1 - EXHIBIT 99.1 - SeaBright Holdings, Inc. | ex99_1.htm |
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 3, 2010
SeaBright
Insurance Holdings, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of incorporation)
|
001-34204
(Commission
File Number)
|
56-2393241
(IRS
Employer Identification No.)
|
1501
4th
Avenue, Suite 2600
Seattle,
Washington 98101
(Address
of Principal executive offices, including Zip Code)
206-269-8500
(Registrant’s
telephone number, including area code)
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:
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.
On
February 3, 2010, the Board of Directors of SeaBright Insurance Holdings, Inc.
(the “Company”) appointed Scott H. Maw to serve as the Company’s and its
subsidiary's, SeaBright Insurance Company, senior vice president, chief
financial officer, and assistant secretary. Mr. Maw has held
management positions in the financial services industry for nearly 20
years. From 2008 to 2010, he served as senior vice president and
chief financial officer, Retail/Consumer Bank, for JP Morgan Chase. From 2003 to
2008, he was chief financial officer for Retail Banking and senior vice
president of Financial Planning and Analysis for Washington Mutual, Inc.. Prior
to that, from 1994 to 2003, Mr. Maw held financial leadership positions with
General Electric Financial, including serving as chief financial officer for GE
Insurance Holdings, Inc. in London.
There are
no arrangements or understandings between Mr. Maw and any other person pursuant
to which he was selected as chief financial officer and there are no related
party transactions between Mr. Maw and the Company.
Pursuant
to an employment offer letter between Mr. Maw and the Company, Mr. Maw is
entitled to an annual base salary of $350,000. The offer letter contemplates
that Mr. Maw will receive, subject to the approval of the Company’s Compensation
Committee of the Board of Directors (“Compensation Committee”) at its next
regularly scheduled meeting following Mr. Maw’s date of hire, shares of
restricted stock worth $500,000, awarded pursuant to the Company’s Amended and
Restated 2005 Long-Term Equity Incentive Plan. $250,000 of such restricted stock
grant would vest twelve months from the date of grant. If Mr. Maw terminates his
employment with the Company on a voluntary basis within 36 months of his
employment date, that $250,000 restricted stock grant is subject to his
repayment to the Company, in cash or shares of stock, of 100% of the grant’s
value, calculated as the dollar value of the shares at the date of the grant.
Pursuant to the offer letter, the grant of the remainder $250,000 of restricted
stock would vest on the third anniversary of the date of grant. In
addition, for the bonus plan year 2010 only and subject to the approval of the
Compensation Committee, Mr. Maw is entitled to a bonus guarantee payable on or
before March 15, 2011 at a bonus target level of 65% of his annual
base salary. For the 2010 performance year only, Mr. Maw is also entitled to a
restricted stock and an incentive stock option award guarantee with a total
value of $350,000, such award to be 75% restricted stock and 25% incentive stock
options. The offer letter contemplates that the foregoing restricted stock and
incentive stock option awards would be made in the first quarter of calendar
year 2011, subject to the approval of the Compensation Committee, with the
restricted stock cliff vesting in 2014 and the incentive stock options vesting
ratably over 4 years. Mr. Maw will also be entitled to the corporate
relocation package, in an amount not to exceed $200,000. In the event that Mr.
Maw is terminated from the Company (other than for cause as defined in the offer
letter) due to elimination of his position or a material change in control of
the Company during the first 12 months of his employment, he will be entitled to
100% of his annual base salary, payable from the date of termination for a
period of 12 months thereafter.
A copy of
the employment offer letter between Mr. Maw and the Company is attached to this
current report on Form 8-K as Exhibit 10.1 and incorporated by reference
herein.
A copy of
the press release dated February 3, 2010 announcing the appointment of Mr. Maw
is attached to this current report on Form 8-K as Exhibit 99.1 and incorporated
by reference herein.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
The list
of exhibits in the Exhibit Index to this report is incorporated herein by
reference.
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.
|
SEABRIGHT
INSURANCE HOLDINGS, INC.
|
||
|
By:
|
/s/ John G. Pasqualetto | |
| John G. Pasqualetto | ||
| Chairman, President and Chief Executive Officer | ||
Date:
February 9, 2010
EXHIBIT
INDEX
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Exhibit No.
|
Description
|
|
Employment
offer letter dated January 4, 2010
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|
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Press
release dated February 3, 2010
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