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UIHC > SEC Filings for UIHC > Form 8-K on 8-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. On October 17, 2012, the Board of Directors of the Company appointed Mr. John F. Langowski, III as Vice President of Claims for UIM, a wholly-owned subsidiary of the Company, beginning on November 5, 2012. In this newly created position, Mr. Langowski will be responsible for all aspects of the Company's claims function.

On October 18, 2012, Mr. Langowski entered into an employment agreement with UIM (the Employment Agreement) to be effective as of November 5, 2012. The Employment Agreement provides that UIM will employ Mr. Langowski on an at-will basis, provided that either party shall give 180 days written notice of such party's intent to terminate Mr. Langowski's employment, unless UIM terminates Mr. Langowski for "cause" as such term is defined in the Employment Agreement. Pursuant to the Employment Agreement, Mr. Langowski will receive an annual base salary of $175,000 plus a one-time signing bonus of $20,000. In addition, the Employment Agreement provides that Mr. Langowski (1) is eligible to receive annual cash bonuses at the discretion of the Board of Directors of UIM, based on achievement of performance goals to be established by UIM's executive management team and the Board of UIM, and (2) is eligible to participate in other benefits generally available to senior executives of UIM, including equity compensation plans. The Employment Agreement provides that upon the termination of Mr. Langowski's employment, he will refrain from soliciting any employee and certain former employees of UIM for two years following the termination of Mr. Langowski's employment, unless such employee has not been employed by UIM for more than one year.

Mr. Langowski, age 45, has over 22 years of industry-related experience of which more than 10 years was spent at Fortune 100 companies that specialize in property and casualty insurance. Since 2010, he has been serving as Vice President and Chief Claims Officer of Cypress Insurance Group; a Jacksonville, Florida based homeowners and business insurer with over 100,000 policies in force. While with Cypress, Mr. Langowski was responsible for all areas of property and casualty claims, personnel management, coordination with product management and underwriting for product development and improvement.

From 2007 until he joined Cypress, Mr. Langowski was the Regional Director of Claims for Farmers Insurance Group; a national insurance group covering vehicles, homes and small businesses, with over 20 million policies. While in this position, Mr. Langowski created and developed regional claims operations for Farmers that employed more than 50 claims professionals and supervisors in multiple locations. He also served in a number of different roles at Nationwide Insurance Company between 1997 and 2007. There, Mr. Langowski was responsible for the management of property and casualty claims, the coordination of state/regional catastrophe operations and the processing of homeowner and auto liability claims.

Mr. Langowski holds a B.S. in Business Administration, as well as Associate in Claims (AIC) and Associate in Management (AIM) designations. He is a U.S. Army Veteran.

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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