STATE AUTO FINANCIAL CORPORATION (NASDAQ:STFC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Indemnification Agreements with Named Executive Officers |
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On March 16, 2018, State Auto Financial Corporation ("State Auto Financial") entered into indemnification agreements with Paul M. Stachura and Gregory A. Tacchetti, each of whom is a Named Executive Officer of State Auto Financial. In addition, on March 16, 2018, State Auto Financial entered into an indemnifcation agreement with Michael E. LaRocco, who is both a director and Named Executive Officer of State Auto Financial. The indemnification agreements (each an “Indemnification Agreement”) with Messrs. LaRocco, Stachura and Tacchetti (each an “NEO”) are identical in all respects. |
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Under each Indemnification Agreement, subject to certain exceptions, each NEO will be indemnified by State Auto Financial against all expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the NEO or on the NEO’s behalf if the NEO is, or is threatened to be made, a party to or participant in any proceeding by reason of such person serving as an officer of State Auto Financial, as well as such person serving as a director, officer, employee or agent of any other enterprise at the request of State Auto Financial. Exceptions to indemnification include the following circumstances: |
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(a) |
In connection with a proceeding in which a court determines that the NEO’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; |
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(b) |
In connection with a proceeding in which a court determines that indemnification under the specific circumstances would be unlawful; and |
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(c) |
In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the NEO of securities of State Auto Financial within the meaning of Section 16(b) of the Securities Exchange Act of 1934. |
State Auto Financial will advance all expenses incurred by or on behalf of the NEO in connection with any proceeding within 30 days after the receipt by State Auto Financial of an undertaking from the NEO to (i)repay all amounts if it is proved by clear and convincing evidence in a court that the NEO’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to State Auto Financial or undertaken with reckless disregard for the best interests of State Auto Financial, and (b)reasonably cooperate with State Auto Financial concerning the applicable claim or proceeding. Any advances of expenses will be unsecured and interest free. If the NEO is subsequently required to repay the amount of any advancement of expenses to State Auto Financial, then any amounts payable by the NEO to State Auto Financial may be offset by any obligations due to the NEO from State Auto Financial, so that only net amounts shall be required to be transferred between the parties.
Each Indemnification Agreement provides for the procedures and presumptions applicable with respect to a determination of each NEO’s entitlement to indemnification.
Copies of the Indemnification Agreements between State Auto Financial and the NEOs are attached as exhibits to this Current Report on Form 8-K.
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Section9. |
Financial Statements and Exhibits |
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Item 5.02. |
Financial Statements and Exhibits |
EXHIBIT INDEX
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Exhibit No. |
Description of Exhibit |
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Indemnification Agreement dated as of March 16, 2018, between State Auto Financial Corporation and Michael E. LaRocco. |
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Indemnification Agreement dated as of March 16, 2018, between State Auto Financial Corporation and Paul M. Stachura |
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Indemnification Agreement dated as of March 16, 2018, between State Auto Financial Corporation and Gregory A. Tacchetti |
State Auto Financial CORP ExhibitEX-10.1 2 indemnagmtex101.htm EXHIBIT 10.1 Exhibit EX. 10.1INDEMNIFICATION AGREEMENTThis Indemnification Agreement (this “Agreement”) is made as of March 16,…To view the full exhibit click here
About STATE AUTO FINANCIAL CORPORATION (NASDAQ:STFC)
State Auto Financial Corporation (State Auto Financial) is a property and casualty insurance holding company. The Company is engaged in writing personal, business and specialty insurance. Its segments include personal insurance, business insurance, specialty insurance and investment operations. Its personal insurance, business insurance and specialty insurance are known as insurance segments of the Company. It writes standard insurance covering personal exposures to individuals in the personal insurance segment. The Company writes insurance covering small-to-medium sized commercial exposures in the business insurance segment. The specialty insurance segment offers commercial coverages requiring product underwriting, claims handling and/or risk management services through a distribution channel of retail agents and wholesale brokers, which include program administrators and other sources. Its investment portfolio is managed by its subsidiary, Stateco Financial Services, Inc.
