Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - TRANSATLANTIC HOLDINGS INC | y93611exv10w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November 20, 2011
TRANSATLANTIC
HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-10545 | 13-3355897 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
| 80 Pine Street, New York, New York (Address of Principal Executive Offices) |
10005 (Zip Code) |
Registrant’s telephone number, including area code: (212) 365-2200
NONE
(Former Name or Former Address, if Changed Since Last Report)
(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:
þ 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))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory
Arrangements of Certain Officers.
Entry into Executive Transition Agreement with Robert F. Orlich
In
connection with the contemplated retirement on December 31, 2011, of Robert F. Orlich from
the position of Chief Executive Officer of Transatlantic Holdings, Inc., a Delaware corporation
(“Transatlantic”), on November 20, 2011, Transatlantic entered into an Executive Transition
Agreement with Robert F. Orlich providing for certain benefits upon Mr. Orlich’s retirement (the
“Transition Agreement”), as well as a Release and Restrictive Covenant Agreement (the “Release
Agreement”).
In general, the Transition Agreement provides that, upon his retirement, Mr. Orlich will
become entitled to the compensation and benefits to which he would
have been entitled had he terminated his employment for “good
reason” under the compensation and benefits policies of
Transatlantic, including the Transatlantic Holdings, Inc. Executive Severance
Plan (the “Severance Plan,” as filed with the Securities and Exchange Commission as an
exhibit to Transatlantic’s Current Report on Form 8-K on May 29, 2008). The Transition Agreement
further provides for certain limited benefits not contemplated by the Severance Plan, including
the use of office space and administrative support at
Transatlantic’s facilities in Stamford, Connecticut and the provision of automobile lease payments through December 31, 2013.
A copy of the Transition Agreement, including the Release Agreement, is attached hereto as Exhibit
10.1.
The Release Agreement contains the same basic restrictive covenants that are contained in the
Severance Plan. Pursuant to the Release Agreement, Mr. Orlich will forfeit the right to any future
payments, and be obligated to return any payments already made, under the Transition Agreement or
the Severance Plan upon violation of the covenants set forth in the Release Agreement.
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Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description | |
10.1
|
Executive Transition Agreement with Robert F. Orlich. |
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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.
| TRANSATLANTIC HOLDINGS, INC. (Registrant) |
||||
| By: | /s/ Gary A. Schwartz | |||
| Gary A. Schwartz | ||||
| Executive Vice President and General Counsel | ||||
DATED: November 22, 2011
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