Pro-Assurance 8-K 2010
Victor T. Adamo is the president and a director of ProAssurance Corporation and was one of the five named executive officers in the proxy statement for ProAssurance's 2010 annual meeting of the stockholders. As disclosed in the proxy statement, Mr. Adamo and ProAssurance are parties to a Release and Severance Compensation Agreement originally executed in 2002, and amended and restated as of January 1, 2008 (the "Severance Agreement"). Under the terms of the Severance Agreement, Mr. Adamo has had the right to terminate his employment for any reason at any time prior to December 31, 2010, and to receive cash severance compensation on such termination in amount equal to the sum of two times his then current base salary and two times his average annual incentive compensation for the last three complete fiscal years. The Severance Agreement would require ProAssurance to pay Mr. Adamo cash severance compensation in the amount of approximately $1,934,896 if he should elect to terminate his employment prior to December 31, 2010.
ProAssurance and Mr. Adamo have had discussions regarding ProAssurance's desire for Mr. Adamo to continue as a senior executive and a director after 2010. Mr. Adamo has advised ProAssurance that it would be to his financial detriment to forgo severance compensation under the Severance Agreement because he is of retirement age and his opportunity to retire and receive severance compensation under the Severance Agreement will expire on December 31, 2010.
In order to encourage Mr. Adamo to continue his "at will" employment as a senior executive, ProAssurance and Mr. Adamo entered into a Deferred Compensation Plan and Agreement (the "New Agreement") effective December 31, 2010, which provides for the following:
The New Agreement provides no change of control benefits. Mr. Adamo will continue to be eligible to participate in employee benefit plans available for persons employed as senior executives of ProAssurance.
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.
Date: December 30, 2010
by: /s/ Frank B. O’Neil
Frank B. O’Neil