UNIVERSAL INSURANCE HOLDINGS, INC.: Change of Directors or Principal Officers, Financial Statements, and Schedules (Form 8-K)

Item 5.02 Exit of Directors or Certain Officers; Election of Directors; Appointment

                 of Certain Officers; Compensatory Arrangements of Certain 

officers



On April 7, 2022 (the "Effective Date"), Universal Insurance Holdings, Inc. (the
"Company") entered into an amended and restated employment agreement with
Stephen J. Donaghy, the Company's Chief Executive Officer (the "Agreement"). Mr.
Donaghy and the Company are parties to an employment agreement dated as of
February 12, 2020, as amended as of April 20, 2020, which expires on December
31, 2022, and is superseded and replaced in all respects by the Agreement as of
April 7, 2022; provided, however, that the terms of the Agreement shall not
supersede or replace any equity award made prior to the Effective Date. The
following summary of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Agreement, which
is attached hereto as Exhibit 10.1 and incorporated herein by reference thereto.

Finished


Mr. Donaghy's Agreement provides that he will continue to serve as the Chief
Executive Officer of the Company for a term beginning on January 1, 2020 (the
"Term").

Base Salary

Mr Donaghy You will receive a base salary of $1 millionwhich will not increase or decrease during the Term.

annual bonus


Mr. Donaghy is eligible to receive an annual cash bonus for each calendar year
ending during the Term in which Mr. Donaghy remains employed by the Company. The
annual bonus for each calendar year shall be 150% of Mr. Donaghy's base salary
for target performance, 75% of Mr. Donaghy's base salary for threshold
performance, and 300% of Mr. Donaghy's base salary for maximum performance, with
the actual annual bonus payable being based upon the level of achievement of
annual company and individual performance objectives for such calendar year as
determined by the Compensation Committee of the Board of Directors (the
"Compensation Committee").

Restricted Stock Units


Mr. Donaghy is eligible to receive an annual grant of restricted share units
(the "RSU Grant") with a target value of $1,750,000, which grant shall be made
pursuant to the Universal Insurance Holdings, Inc. 2021 Omnibus Incentive Plan.
No more than 50% of the RSU Grant will be subject to time-based vesting
conditions, and no less than 50% of the RSU Grant will be subject to
performance-based vesting conditions.

Termination


If Mr. Donaghy is terminated without cause or resigns for good reason (as such
terms are defined in the Agreement), he would be entitled to a lump-sum cash
amount equal to 12 months' base salary and 12 months of COBRA coverage, subject
to his execution of a general release of claims in favor of the Company. He
would also be entitled to receive a pro rata portion of his annual bonus award
for the year of termination, calculated on the basis of the Company's actual
performance for such year.

Change in Control

In the event of a change in control (as defined in the Agreement) and Mr.
Donaghy is terminated without cause or resigns for good reason within 24 months
after such change in control, Mr. Donaghy would be entitled to a lump-sum cash
amount equal to 24 months' base salary, plus two times any bonus paid for the
calendar year prior to the change in control, subject to his execution of a
general release of claims in favor of the Company. All such change in control
payments would be reduced to the extent they would constitute an "excess
parachute payment" within the meaning of Section 280G of the Code, if such
reduction would result in Mr. Donaghy receiving a higher net after-tax amount.

Disability


If Mr. Donaghy becomes disabled during the Term, then the Company would be
entitled to suspend his officership, but Mr. Donaghy would be entitled to remain
an employee of the Company and receive his compensation and benefits for the
lesser of (i) one year from the date of such suspension or (ii) the date on
which he is first eligible for long-term disability payments under the Company's
long-term disability plan. If Mr. Donaghy is terminated due to disability or
dies during the Term, he or his estate, respectively, would be entitled to
receive a pro rata portion of his annual bonus award for the year of
termination, calculated on the basis of the Company's actual performance for
such year.



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not compete

Mr Donaghy You are subject to a non-compete provision under the Agreement that prohibits you from engaging in certain competitive activities during the Term and for a period of three years after its termination.

Other

The Agreement also contains non-disparagement, non-solicitation and confidentiality provisions.

Item 9.01 Financial Statements and Annexes


(d) Exhibits:

Exhibit Number                 Description
  10.1                           Amend    ed     and Restated    

Labor Agreement, dated April

                                   7,     2022 between Stephen J. Donaghy and the Company

104                            The cover page from this Current Report on Form 8-K formatted in Inline
                               XBRL (included as Exhibit 101).




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