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UIHC > SEC Filings for UIHC > Form 8-K/A on 6-Nov-2012All Recent SEC Filings




Change in Directors or Principal Officers

Item 5.02: Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information included in Item 5.02 of the Original Report is incorporated by reference into this Item 5.02.

On October 31, 2012, the Company and Mr. Martz, Chief Financial Officer, entered into an employment agreement (the Employment Agreement), to be effective as of October 1. 2012. The Employment Agreement provides that the Company will employ Mr. Martz on an at-will basis, provided that either party shall give 180 days written notice of such party's intent to terminate Mr. Martz's employment, unless the Company terminates Mr. Martz for "cause" as such term is defined in the Employment Agreement. Pursuant to the Employment Agreement, Mr. Martz will receive an annual base salary of $225,000. In addition, the Employment Agreement provides that Mr. Martz (1) is eligible to receive annual cash bonuses at the discretion of the Board of Directors of the Company, based on achievement of performance goals to be established by the Company's executive management team and the Board, (2) is eligible to participate in other benefits generally available to senior executives of the Company, including equity compensation plans, and (3) shall receive shares of common stock of the Company having a fair market value of at least ten percent of Mr. Martz's base salary at the time of such grant (the "Restricted Shares"). The Restricted Shares shall be granted pursuant to a Restricted Stock Agreement to be negotiated by the parties and entered into no later than 180 days from October 1, 2012, which shall provide that the Restricted Shares will vest on the anniversary of the effective date of the Restricted Stock Agreement.

The Employment Agreement provides that upon the termination of Mr. Martz's employment, he will refrain from soliciting any employee and certain former employees of the Company for two years following the termination of Mr. Martz's employment, unless such employee has not been employed by the Company for more than one year.

The foregoing does not purport to be a complete description of the Employment Agreement and is qualified by reference to the full text of such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K/A. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K/A.

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