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HMN > SEC Filings for HMN > Form 8-K on 19-Nov-2012All Recent SEC Filings

Show all filings for HORACE MANN EDUCATORS CORP /DE/

Form 8-K for HORACE MANN EDUCATORS CORP /DE/


19-Nov-2012

Entry into a Material Definitive Agreement, Change in Directors o


Item 1.01: Entry into a Material Definitive Agreement

On November 14, 2012 ("Effective Date"), the Company and its President and Chief Executive Officer ("CEO"), Peter H. Heckman, entered into a transition agreement to assure Mr. Heckman's continued employment through December 31, 2013 ("Transition Date"). In light of Mr. Heckman's retirement eligibility, the Company's Board of Directors created a Succession Planning Committee ("Committee") in 2011 to address CEO succession. That Committee will oversee the process of selecting a new CEO and transitioning from Mr. Heckman to his successor. The Committee has engaged an executive search firm to assist with the process, and both internal and external candidates will be considered.

The transition agreement provides that, in return for Mr. Heckman providing continued service as CEO and transitional services to his successor and the Company, as needed, up to the Transition Date, he will be compensated through that period, regardless if a successor is named prior to the Transition Date. The transition agreement includes acceleration of vesting of Mr. Heckman's outstanding stock options, service-based equity awards and earned performance-based equity awards, whether granted before or after the Effective Date. In addition, as of the Transition Date, the Company will pay Mr. Heckman $20,000 for transitional services.

As of the Effective Date of the transition agreement, Mr. Heckman agreed to forego his individual change in control agreement, which included tax gross-ups and a 2.9 year salary benefit, in favor of participation in the company's current executive change in control plan, which contains no tax gross-ups and has a 2.5 year salary benefit for the CEO position.

The Company's equity awards are routinely accrued over a pre-determined vesting period but, due to the accelerated vesting of Mr. Heckman's awards, the Company will be recording an additional expense of approximately $2 million pretax, or 3 cents per diluted share, in its fourth quarter 2012 financial statements.



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

On November 14, 2012 ("Effective Date"), the Company and its President and Chief Executive Officer ("CEO"), Peter H. Heckman, entered into a transition agreement to assure Mr. Heckman's continued employment through December 31, 2013 ("Transition Date"). Additional information is included in Item 1.01 and is incorporated by reference herein.



Item 9.01: Financial Statements and Exhibits

(d) Exhibits.
99.1 Executive Transition Agreement between Horace Mann Educators Corporation and Peter H. Heckman.


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