AmTrust Financial Services, Inc. (NASDAQ:AFSI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 8, 2017, AmTrust Financial Services, Inc. (the “Company”) entered into an employment agreement (the “Agreement”) with Adam Karkowsky, its Executive Vice President and Chief Financial Officer.
to the Agreement, Mr. Karkowsky’s term of employment continues until August 8, 2020 (the “Initial Employment Period”), at which time the Agreement will continue to automatically renew for successive three-year periods unless the Company or Mr. Karkowsky provide 90 days’ written notice of an intention not to renew (the Initial Employment Period and all renewal periods, collectively, the “Term”). Mr. Karkowsky’s annual base salary will be $700,000. Mr. Karkowsky is eligible to receive annual bonus payments for an applicable calendar year, payable no later than 120 days following the end of such calendar year, in the discretion of the Company’s Board of Directors. Under the Agreement, Mr. Karkowsky is eligible to participate in the retirement and health and welfare benefit plans offered by the Company for which other senior officers of the Company are generally eligible, subject to any eligibility requirements of such plans and the terms and conditions thereof.
If the Company terminates Mr. Karkowsky’s employment for Cause, as defined by the Agreement, Mr. Karkowsky will receive the amount of base salary payable through the date of termination, any other accrued benefits to which he is entitled as of the termination date under the Company’s 401(k) plan or other benefit plans, and any unreimbursed expenses due to the Agreement through the date of termination. If the Company’s Board of Directors elects to impose a non-compete on Mr. Karkowsky if he is terminated for Cause, Mr. Karkowsky will also receive the amount of base salary payable for one (1) year, in pro rata regular installments in accordance with the Company’s regular payroll practices following termination and subject to applicable withholdings.
The Company may terminate Mr. Karkowsky’s employment without Cause, for any reason or no reason upon 30 days’ prior written notice to Mr. Karkowsky. Mr. Karkowsky may terminate his employment with the Company for Good Reason, as defined in the Agreement, upon 30 days’ prior written notice to the Company. If the Company terminates his employment without Cause or Mr. Karkowsky terminates his employment for Good Reason during the Term, Mr. Karkowsky will receive: (i) the greater of (A) the amount of base salary payable from the date of termination through the end of the Term or (B) the amount of base salary payable for one (1) year, in pro rata regular installments in accordance with the Company’s regular payroll practices following termination and subject to applicable withholdings, (ii) any other accrued benefits to which he is entitled as of the date of termination under the Company’s 401(k) plan or other benefit plans, and (iii) any unreimbursed expenses to the Agreement through the date of termination.
If Mr. Karkowsky’s employment is terminated due to his death, the Company will pay to Mr. Karkowsky’s estate (i) the greater of (A) the amount of base salary payable through the Term or (B) the amount of base salary payable for one (1) year, (ii) any other accrued benefits to which Mr. Karkowsky is entitled as of the date of death under the Company’s 401(k) plan or other benefit plans, and (iii) any reimbursable expenses to the Agreement, subject to the presentation of written proof that establishes entitlement to Mr. Karkowsky’s estate to the reasonable satisfaction of the Company.
If Mr. Karkowsky’s employment is terminated due to incapacity, he will receive (i) the greater of (A) the amount of base salary payable through the Term, or (B) the amount of base salary payable for one (1) year, in pro rata regular installments in accordance with the Company’s regular payroll practices following the termination date and subject to applicable withholdings, (ii) any other accrued benefits to which he is entitled as of the termination date under the Company’s 401(k) plan or other benefit plans, and (iii) any unreimbursed expenses as provided in the Agreement through the termination date.
In connection with the Agreement, the Company and Mr. Karkowsky entered into a Non-Competition, Non-Solicitation and Non-Disclosure Agreement to which Mr. Karkowsky agreed (i) not to compete with the Company for a one-year period, unless Mr. Karkowsky is terminated by the Company for Cause, in which case the Company can elect to impose a one-year non-compete on Mr. Karkowsky in exchange for the payment described above, and (ii) not to solicit any of the Company’s customers or employees for a three-year period if Mr. Karkowsky
terminates his employment for any reason other than Good Reason, or for a one-year period if Mr. Karkowsky is terminated by the Company for any reason or Mr. Karkowsky terminates his employment for Good Reason.
The description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
Description |
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10.1 |
Employment Agreement, dated August 8, 2017, by and between AmTrust Financial Services, Inc. and Adam Karkowsky |
Amtrust Financial Services, Inc. ExhibitEX-10.1 2 ex101cfoemploymentagreement.htm EXHIBIT 10.1 Exhibit Exhibit 10.1EMPLOYMENT AGREEMENTThis EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 8,…To view the full exhibit click here
About AmTrust Financial Services, Inc. (NASDAQ:AFSI)
Amtrust Financial Services, Inc. (AmTrust) is an insurance holding company. The Company, through its subsidiaries, provides specialty property and casualty insurance focusing on workers’ compensation and commercial package coverage for small business, specialty risk and extended warranty coverage, and property and casualty coverage for middle market business. Its segments include Small Commercial Business, Specialty Risk and Extended Warranty, and Specialty Program. The Small Commercial Business segment is engaged in providing workers’ compensation, commercial package and other commercial insurance lines produced by wholesale agents, retail agents and brokers in the United States. The Specialty Risk and Extended Warranty segment is engaged in providing coverage for consumer and commercial goods and custom designed coverages. The Specialty Program segment is engaged in writing commercial insurance for defined classes of insureds through general and other wholesale agents.
