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TGIC > SEC Filings for TGIC > Form 8-K on 22-Dec-2008All Recent SEC Filings

Show all filings for TRIAD GUARANTY INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for TRIAD GUARANTY INC


22-Dec-2008

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On December 19, 2008, the Board of Directors (the "Board") of Triad Guaranty Inc. (the "Company"), upon the recommendation of its Corporate Governance and Nominating Committee, elected Deane W. Hall to serve as a director of the Company, effective January 1, 2009 and until the Company's 2009 annual meeting of stockholders and until his successor is duly elected and qualified. The Board also appointed Mr. Hall to serve as a member of the Board's Audit Committee, effective January 1, 2009.

Mr. Hall is entitled to receive a pro-rated portion of the $85,000 annual cash retainer that is payable to the other members of the Board in equal quarterly installments. Mr. Hall also is expected to be granted an award of 9,375 shares of restricted stock pursuant to the Company's 2006 Long-Term Stock Incentive Plan and the related restricted stock agreement, which is a pro rata portion of the 15,000 shares of restricted stock granted to each of the other independent members of the Board this year. The restricted stock vests 100% on the first anniversary of the grant date.

In addition, as a non-employee director Mr. Hall is eligible to receive the following meeting fees:

• In-person Board meetings: After attending five in-person Board meetings in any given year, Mr. Hall is entitled to receive $5,000 for each additional in-person Board meeting attended for the remainder of that year.

• Telephonic Board meetings: After attending eight telephonic Board meetings in any given year, Mr. Hall is entitled to receive for the remainder of that year: (i) $1,250 for each telephonic meeting attended that is less than or equal to one hour, and (ii) $2,500 for each telephonic meeting attended that exceeds one hour.

• Telephonic Audit Committee meetings: Mr. Hall is entitled to receive per year: (i) $1,250 for each telephonic meeting attended that is less than or equal to one hour, and (ii) $2,500 for each telephonic meeting attended that exceeds one hour.

A copy of the Company's press release announcing the election of Mr. Hall, dated December 22, 2008, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.

(d)

Exhibit Number Description

99.1 Press release, dated December 22, 2008.


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