ASPEN INSURANCE HOLDINGS LIMITED (NYSE:AHL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2019, the Company approved the grant of transaction bonuses payable to certain executive officers of the Company in connection with the Merger, the possibility of which was disclosed in the Company’s definitive proxy statement filed with the SEC on November 6, 2018, as amended. The Company approved the grant of a transaction bonus to Christopher O’Kane, the former Chief Executive Officer of the Company, in the amount of $10 million for his efforts in assisting the Company to consummate the Merger, which transaction bonus grant is subject to certain conditions that have not been satisfied as of the date of this Current Report on Form 8-K, including the execution of satisfactory definitive documentation with respect to the transaction bonus. Scott Kirk, the Group Chief Financial Officer of the Company, was awarded a transaction bonus in the amount of $1 million for his efforts in assisting the Company to consummate the Merger, which will be paid no later than 60 days following the Closing Date, subject to Mr. Kirk’s continued employment through the payment date or earlier termination of employment by the Company without “cause” (as defined in his change of control employment agreement). The transaction bonus letter governing the payment of Mr. Kirk’s transaction bonus contains a “Section 280G best net after-tax” provision, which provides that if the transaction bonus payment, taken together with all other amounts or benefits provided to or for the benefit of Mr. Kirk by the Company or its affiliates, would exceed the applicable threshold under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then such amounts or benefits will be reduced to one dollar less than the applicable Section 280G threshold to avoid the imposition of excise taxes under Section 4999 of the Code in the event, and only to the extent, such reduction would result in a better after-tax result for Mr. Kirk. In addition, in connection with the grant of this transaction bonus, Mr. Kirk agreed that the confidentiality and restrictive covenant clauses contained in his service agreement will remain in full force and effect, which, to the terms of his change of control employment agreement, would have otherwise lapsed on the Closing Date. The description of the transaction bonus payable to Mr. Kirk is qualified in its entirety by reference to the full text of the Transaction Bonus Letter, dated as of February 15, 2019, by and between the Company and Mr. Kirk, which is filed and attached hereto as Exhibit 10.1.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Unless otherwise stated above, the following exhibit is filed as part of this Current Report on Form 8-K:
ASPEN INSURANCE HOLDINGS LTD Exhibit
EX-10.2 2 exhibit102-transactionbonu.htm EXHIBIT 10.2 Exhibit Exhibit 10.1PERSONALScott KirkPlantation Place30 Fenchurch StreetLondon EC3M 3BD15 February 2019Dear Scott,…
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About ASPEN INSURANCE HOLDINGS LIMITED (NYSE:AHL)
Aspen Insurance Holdings Limited (Aspen Holdings) is a holding company. The Company conducts insurance and reinsurance business through its subsidiaries: Aspen U.K. and AUL, Aspen Bermuda (Bermuda) and Aspen Specialty and AAIC (the United States). It operates in two segments: Aspen Insurance and Aspen Reinsurance (Aspen Re). Its insurance segment consists of property and casualty insurance; marine, aviation and energy insurance, and financial and professional lines insurance. Aspen Re consists of property catastrophe reinsurance, other property reinsurance, casualty reinsurance and specialty reinsurance. Its Aspen Re consists of property catastrophe reinsurance, other property reinsurance (risk excess, pro rata and facultative), casualty reinsurance (the United States treaty, international treaty and global facultative) and specialty reinsurance (credit and surety, agriculture, marine, aviation, terrorism, engineering).