Kemper Corporation (NASDAQ:KMPA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Kemper Corporation (NASDAQ:KMPA) 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
Kemper Corporation (Kemper) executed new individual agreements with
each of its executive officers that would provide benefits in the
event of a change in control of the Company (Severance Agreements),
and simultaneously terminated the existing Severance Agreements in
effect with certain of the officers (Prior Agreements), effective
December 1, 2016. The new Severance Agreements include the
following material changes from the Prior Agreements:
Annual Bonus definition added (includes the higher of
prior-year annual bonus or the following percentages of base
salary: CEO: 150%; Other Executive Officers: 110%);
Annualized Compensation definition revised to include Annual
Bonus in addition to base salary;
Just Cause definition revised;
Addition of a mandatory release agreement as an exhibit to be
executed prior to receipt of benefits under the Severance
Agreement;
Addition of restrictive covenants;
Expansion of Severance Payment to include a pro-rata payout
of current-year annual bonus;
Replaced health insurance continuation at active-employee
cost for 36 months (for CEO) or 24 months (for other
executive officers) with the right to receive a lump-sum
payment equal to the amount that the COBRA rate would exceed
the active employee rate for the officer’s coverage for the
same 36 or 24 month period,>whether or not the officer
elects continuation coverage under COBRA; and
Addition of a mandatory arbitration clause.


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