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)
April 12, 2007
HCC INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-13790
(Commission File
Number)
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76-0336636
(IRS Employer
Identification No.) |
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| 13403 Northwest Freeway |
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Houston, Texas
(Address of principal executive offices)
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77040-6094
(Zip Code) |
Registrant’s telephone number, including area code: (713) 690-7300
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):
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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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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.
We entered into an Employment Agreement with Frank J. Bramanti, our Chief Executive Officer,
on April 12, 2007, which is effective as of January 1, 2007. The agreement expires December 31,
2010. Under the agreement, Mr. Bramanti will receive an annual salary of $1,950,000 (consisting of
a base salary of $950,000 and deferred compensation of $1,000,000). In addition, Mr. Bramanti will
be eligible to receive bonus compensation under the 2007 Incentive Compensation Plan, if such plan
is approved by our shareholders, or at the discretion of our Compensation Committee, otherwise. He
is also entitled to extended medical coverage and supplementary term life insurance in the
aggregate face amount of $5,000,000. In the event Mr. Bramanti’s employment is terminated by us
without “Cause,” or by Mr. Bramanti for “Good Reason” or if a “Change of Control” occurs (in each
such case as such terms are defined in the employment agreement), Mr. Bramanti is entitled to
payment of base salary and deferred compensation for the remainder of the term in a lump sum, as
well as benefits for the remainder of the term and all accrued compensation and benefits through
the termination date. If Mr. Bramanti’s employment terminates in the event of death, his estate is
entitled to all accrued compensation and benefits through the date of death along with a payment
equal to the lesser of eighteen months base salary and deferred compensation or payment of base
salary and deferred compensation through the remainder of the term. If his employment terminates in
the event of his disability, he is to receive a payment in an amount equal to the lesser of
eighteen months base salary and deferred compensation or payment of base salary and deferred
compensation through the remainder of the term. If his employment is terminated by us for “Cause”
or by Mr. Bramanti without “Good Reason,” he is entitled to all accrued compensation and benefits
through the date of termination. Mr. Bramanti’s employment agreement also contains a provision
under which he is to provide consulting services for six months after the termination of the
agreement on December 31, 2010 for the sum of $300,000. If the agreement is terminated, Mr.
Bramanti has agreed to certain provisions relating to non-competition, confidentiality and
non-solicitation of customers and employees.
Item 9.01Financial Statements and Exhibits
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Exhibit |
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10.1 |
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Employment Agreement effective January 1, 2007 between HCC Insurance
Holdings, Inc. and Frank J. Bramanti |