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AIZ > SEC Filings for AIZ > Form 8-K on 1-Jul-2009All Recent SEC Filings

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Form 8-K for ASSURANT INC


1-Jul-2009

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 June 29, 2009, the Board of Directors (the "Board") of Assurant, Inc. (the "Company") elected Lawrence V. Jackson to the Board. Mr. Jackson's appointment is effective as of July 1, 2009. Mr. Jackson will serve as a Class II director. Mr. Jackson has not been named to serve on any committee of the Board. There are no arrangements or understandings between Mr. Jackson and any other person pursuant to which Mr. Jackson was elected as a director.

While serving as a director, Mr. Jackson will receive annual retainers and per-meeting fees in accordance with the terms and conditions of the Assurant Directors Compensation Plan, described in the Company's 2009 Proxy Statement filed with the U.S. Securities and Exchange Commission (the "SEC") on April 9, 2009. In addition, in connection with his appointment, Mr. Jackson will receive a grant of a number of time-based restricted stock units ("RSUs") having a value of $80,000 (determined based on the fair market value of the Company's common stock on the grant date) under the Assurant, Inc. Long Term Equity Incentive Plan (the "ALTEIP"), pursuant to a Restricted Stock Unit Award Agreement (the "RSU Award Agreement") for grants of equity compensation to non-employee directors. The following description of the form of RSU Award Agreement is qualified in its entirety by reference to the ALTEIP plan document appended as an exhibit to the Form S-8 Registration Statement filed with the SEC on May 15, 2008 and the form of RSU Award Agreement filed as Exhibit 10.1 hereto.

The form of RSU Award Agreement provides for the award of RSUs that vest in equal annual installments on each of the first three anniversaries of the grant date, subject to a director's continuous service on the Board through the applicable vesting date. RSUs are settled in shares of the Company's common stock no later than 30 days following the applicable vesting date, and are credited with dividend equivalents that are paid in cash no later than 45 days following the record date for the related cash dividend. RSUs fully vest upon a Change of Control (as defined in the ALTEIP). Upon a termination of service
(i) due to death or disability, vesting will be determined on a pro rata basis, or (ii) for any other reason, all unvested RSUs will be forfeited without payment. Directors are not entitled to voting rights with respect to any RSUs.

In connection with Mr. Jackson's election, the Company issued a press release on July 1, 2009. The text of the press release, which is attached hereto as Exhibit 99.1, is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits

Exhibit 10.1   Form of Assurant, Inc. Restricted Stock Unit Award Agreement for
               Non-Employee Directors.

Exhibit 99.1   Press Release dated July 1, 2009.


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