- Current report filing (8-K)
March 15 2010 - 1:33PM
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): March 10, 2010
Triad
Guaranty Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-22342
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56-1838519
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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101
South Stratford Road
Winston-Salem,
North Carolina 27104
(Address
of principal executive offices) (zip code)
(Registrant’s
telephone number, including area code)
(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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On March
10, 2010, the Compensation Committee (the “Committee”) of the Board of Directors
of Triad Guaranty Inc. (the “Company”) (i) further extended the Triad Guaranty
Insurance Corporation Severance Pay Plan, as amended and restated (the
“Severance Program”), applicable to the Company’s employees, including its
executive officers, through December 31, 2012, and (ii) modified the Severance
Program by limiting participation to only those employees and executive officers
who were employed by the Company as of March 1, 2010. The Severance
Program was originally adopted in February 2008 and was previously extended
without change in November 2008 and again extended without change in May 2009
through December 31, 2010. The Severance Program provides for monthly
severance benefits based on the participant’s seniority and position in the
Company.
Pursuant
to the Severance Program, participants are generally entitled to receive
severance benefits if their employment with the Company is involuntarily
terminated without cause on or before December 31, 2012. Upon a qualifying
termination, each executive participant would receive (i) aggregate cash
payments equal to the sum of 1/12 of his or her annual base salary plus 1/12 of
the aggregate value of his or her targeted cash bonus, multiplied by a specified
number of months based on years of service to the Company; (ii) subsidized COBRA
payments for certain specified periods; and (iii) access to an executive
outplacement program for 12 months. Payment of the severance benefits
is contingent upon the Company’s receipt of a signed and unrescinded non-compete
agreement and general release of all claims against the Company.
Each of
the following named executive officers would, as of the date of this Current
Report on Form 8-K, be eligible to receive aggregate cash severance benefits in
the amounts and for the number of months set forth below in the event of a
qualifying termination:
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#
of Months of Severance Benefits
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Aggregate
Cash Severance Benefit
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Kenneth
W. Jones (1)
President
and Chief Executive Officer
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18
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$
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840,000
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Earl
F. Wall
Senior
Vice President, Secretary and General Counsel
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18
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$
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489,000
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Stephen
J. Haferman (2)
Senior
Vice President – Strategic Initiatives
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13
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$
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350,350
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(1)
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Mr.
Jones is entitled to severance benefits in the event of a qualifying
termination pursuant to that certain letter agreement, dated October 22,
2008, between Mr. Jones and the
Company.
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(2)
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Beginning
on his four-year Company service anniversary in April 2010, Mr. Haferman
would be entitled to an aggregate cash severance benefit in the event of a
qualifying
termination
of
$404,250 over a period of 15
months.
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Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description of
Document
10.1
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Summary
of 2008 Executive Severance Program; previously filed as
Exhibit 10.52 to the Company’s Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2008, filed May 12, 2008,
and herein incorporated by
reference.
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10.2
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Letter
Agreement, dated October 22, 2008, between the Company and Kenneth W.
Jones; previously filed as Exhibit 10.56 to the Company’s Current
Report on Form 8-K, filed October 22, 2008, and herein
incorporated by reference.
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SIGNATURES
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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Triad Guaranty
Inc.
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March
15, 2010
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/s/
Kenneth S. Dwyer
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Kenneth
S. Dwyer
Vice
President and Chief Accounting Officer
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EXHIBIT
INDEX
Exhibit
Number
Description of
Document
10.1
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Summary
of 2008 Executive Severance Program; previously filed as
Exhibit 10.52 to the Company’s Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2008, filed May 12, 2008,
and herein incorporated by
reference.
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10.2
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Letter
Agreement, dated October 22, 2008, between the Company and Kenneth W.
Jones; previously filed as Exhibit 10.56 to the Company’s Current
Report on Form 8-K, filed October 22, 2008, and herein
incorporated by reference.
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