This excerpt taken from the TGIC DEF 14A filed Aug 8, 2008.
Mark K. Tonnesen
The material terms of our original employment agreement and related letter agreement with Mr. Tonnesen, each dated September 9, 2005, and the amended and restated employment agreement dated April 23, 2008, are summarized below.
Pre-2008 Employment Agreement and Letter Agreements. Under our original employment agreement with Mr. Tonnesen, the term of Mr. Tonnesens employment began September 14, 2005 and extended through September 30, 2008 and thereafter for successive six (6) month terms unless either party gave one years prior written notice of nonrenewal. We provided a notice of nonrenewal in March 2008, which would have caused the agreement to expire in accordance with its terms at the end of March 2009. Mr. Tonnesens base annual salary under the agreement was $450,000, subject to annual increases determined by the Board. For calendar year 2006, the cash bonus was guaranteed not to be less than $450,000. After 2006, Mr. Tonnesen was eligible to participate in any Company incentive plan for senior executives. We agreed to cover relocation costs or $50,000 in lieu thereof, a monthly car allowance of $1,000 per month, reimbursement for financial planning services up to $7,500 per year and reimbursement for the initiation fee and
annual membership dues to a country club in Winston-Salem, North Carolina, with such initiation fee and relocation expenses subject to gross-up for federal and state tax purposes.
Pursuant to the letter agreement dated September 9, 2005, Mr. Tonnesen was awarded 108,225 stock options at an exercise price of $41.12. In addition, Mr. Tonnesen received a grant of 36,075 shares of restricted stock. Fifty percent (50%) of the stock options and restricted stock vested on September 13, 2007 and the remaining fifty percent (50%) will vest on September 13, 2008. Beginning in 2007, any grants of equity awards under the 1993 Long-Term Stock Incentive Plan or any subsequent plan vest pro rata if there is a qualifying termination following any such grant. In such an event, Mr. Tonnesen will have three (3) months from his termination date to exercise any vested option awards.
In connection with our entering into a Phantom Stock Award Agreement with Mr. Tonnesen on December 26, 2006, we also amended the letter agreement with Mr. Tonnesen dated September 9, 2005. The purpose of the Phantom Stock Award Agreement and the amended letter agreement was to resolve an ambiguity in the original letter agreement and to preserve tax deductibility of certain equity awards pursuant to Internal Revenue Code Section 162(m). Pursuant to the amended letter agreement, on December 26, 2006, Mr. Tonnesen forfeited to us the 36,075 shares of restricted Company stock granted to him on May 9, 2006 pursuant to the original letter agreement and under the Companys 1993 Long-Term Stock Incentive Plan. Pursuant to the amended letter agreement and the Phantom Stock Award Agreement, on December 26, 2006, Mr. Tonnesen was awarded Phantom Stock rights with respect to 36,075 shares of the common stock of the Company under the Triad Guaranty Inc. 2006 Long-Term Stock Incentive Plan.
2008 Employment Agreement. On April 23, 2008, we entered into an amended and restated employment agreement with Mr. Tonnesen, which became effective on that date and replaced our original employment agreement with Mr. Tonnesen. The purpose of the amended and restated agreement was to secure Mr. Tonnesens services during a transition period while we explored various strategic alternatives. The amended and restated agreement provided for Mr. Tonnesens continued service as President and Chief Executive Officer until his planned retirement on December 31, 2008, unless he retired earlier with our consent or his employment was earlier terminated in accordance with the agreement. On July 18, 2008, we reached a mutual agreement with Mr. Tonnesen to set his retirement date at August 15, 2008 and he resigned as President and Chief Executive Officer and as a member of our Board of Directors on July 18, 2008. Mr. Tonnesens annual salary under the amended and restated agreement was $495,000 (unchanged since a salary adjustment effective January 1, 2007 previously approved by the Board).
Other benefits payable to Mr. Tonnesen under the amended and restated agreement include:
Under the amended and restated employment agreement we will pay certain post-termination benefits to Mr. Tonnesen as a result of his retirement on August 15, 2008, provided he is reasonably available to serve as an
independent consultant on the terms set forth in the agreement. The nature and amount of the benefits depend on the circumstances of his termination of employment, as follows:
The payment of the post-termination benefits described above is subject to Mr. Tonnesens releasing us and our affiliates of any and all claims under the agreement. The amended and restated employment agreement also contains the same non-competition and non-solicitation covenants that were included in our original employment agreement with Mr. Tonnesen.
This excerpt taken from the TGIC DEF 14A filed Apr 6, 2007.
Mark K. Tonnesen Age 55 Director since 2005
Mr. Tonnesen became President and Chief Executive Officer of the Company on September 14, 2005. Prior to joining the Company, Mr. Tonnesen was employed by the Royal Bank of Canada, where he held a number of positions, most recently Head of Integration, Personal and Commercial Clients from 2004 to 2005, Vice Chairman and Chief Financial Officer, RBC Insurance from 2001 to 2004 and Executive Vice President, Card Services and Point of Sale from 1997 to 2001.
This excerpt taken from the TGIC DEF 14A filed Apr 7, 2006.
Mark K. Tonnesen Age 54 Director since 2005