- Current report filing (8-K)
July 14 2009 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event reported):
July 13, 2009
IPC Holdings, Ltd.
(Exact name of registrant as specified in its charter)
Bermuda
(State or Other Jurisdiction of Incorporation)
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0-27662
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Not Applicable
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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American International Building
29 Richmond Road
Pembroke, Bermuda
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HM 08
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(Address of principal executive offices)
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(Zip Code)
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(441) 298-5100
(Registrants telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02
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COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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In connection with
Mr. John R. Weales appointment as Interim President and Chief Executive Officer of IPC Holdings, Ltd. (
IPC
), on July 13, 2009, IPCRe Limited, the wholly owned operating subsidiary of IPC
(
IPCRe
), and Mr. Weale entered into an amendment (the
Amendment
), which modifies certain terms of his employment agreement (the
Employment Agreement
) with IPCRe.
As provided in the Amendment, Mr. Weale will receive an additional monthly bonus of $33,166.67 per month for the duration of time during which he carries on the
responsibilities and duties of Interim President and Chief Executive Officer. Additionally, the amount of Mr. Weales annual bonus at target will be 100% of $915,000, pro-rated for the period of time during which he serves as
Interim President and Chief Executive Officer. Upon termination of Mr. Weales appointment as Interim President and Chief Executive Officer, Mr. Weales annual bonus at target will revert to 75% of his base salary,
pro-rated for the period of time that he was not the Interim President and Chief Executive Officer. Mr. Weales base salary will remain the same over the course of his appointment as Interim President and Chief Executive Officer.
The Amendment also provides that for purposes of calculating certain cash severance benefits that would generally be payable to Mr. Weale if his
employment is terminated within 12 months following a change of control (as defined in the Employment Agreement), the target amount of his annual bonus shall be $650,000.
Information regarding the original terms of Mr. Weales Employment Agreement, including a copy of Mr. Weales Employment Agreement, can be found in
IPCs Form 8-K, filed on March 2, 2009 and is incorporated into this Item 5.02 by reference.
Information regarding Mr. Weales
appointment as Interim President and Chief Executive Officer of IPC can be found in IPCs Form 8-K, filed on July 1, 2009 and is incorporated into this Item 5.02 by reference.
The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference. The foregoing summary of the
Amendment is not complete and is qualified in entirety by reference to the Amendment.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit
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Description
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Exhibit 10.1
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Amendment to Employment Agreement between IPCRe Limited and John R. Weale.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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IPC HOLDINGS, LTD.
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By
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/s/ Melanie J. Saunders
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Melanie J. Saunders
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Company Secretary
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Date: July 13, 2009
EXHIBIT INDEX
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Exhibit
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Description
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Exhibit 10.1
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Amendment to Employment Agreement between IPCRe Limited and John R. Weale.
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