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STC > SEC Filings for STC > Form 8-K on 29-Aug-2013All Recent SEC Filings

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Form 8-K for STEWART INFORMATION SERVICES CORP


29-Aug-2013

Change in Directors or Principal Officers, Financial Statements


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

Addenda to Employment Agreements with Certain Executive Officers

On and after August 23, 2013, Stewart Information Services Corporation, a Delaware corporation (the "Company"), entered into addenda effective January 1, 2013 (collectively, the "Addenda") to the employment agreements with each of Matthew W. Morris, J. Allen Berryman, Glenn H. Clements, Jason R. Nadeau and Steven M. Lessack in their capacities as the Company's Chief Executive Officer, Chief Financial Officer, Group President - Direct Operations, Group President - Mortgage and Title Services, and Group President - International Operations, respectively (collectively, the "Employment Agreements"). The purpose of the Addenda is, among other things, to adjust maximum, target and threshold percentages with respect to certain metrics used to determine short term incentives in Exhibit A of the Employment Agreements. Further, with respect to the Addenda applicable to Messrs. Clements and Lessack, changes were made to the metrics under Operational Performance as well as to certain definitions in Exhibit A of their respective Employment Agreements.

While adjustments were made to metric percentages applicable to each executive, each executive's target and maximum payout percentages, as well as the weighting of each metric, remain unchanged. Further, no changes were made to the maximum, target and threshold percentages with respect to the metric entitled "Corporate Relative Total Shareholder Return (TSR) Performance" in Exhibit A of the Employment Agreements.

The foregoing description of the Addenda is qualified in its entirety by reference to the Addenda, copies of which are attached as Exhibits 10.1 through 10.5 to this Current Report on Form 8-K and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit
No.          Description

10.1         Addendum, entered into as of August 23, 2013 and effective as of
             January 1, 2013, to Employment Agreement entered into as of October 1,
             2012 and effective as of January 1, 2012, by and between Stewart
             Information Services Corporation and Joseph Allen Berryman.

10.2         Addendum, entered into as of August 23, 2013 and effective as of
             January 1, 2013, to Employment Agreement entered into as of
             October 16, 2012 and effective as of January 1, 2012, by and between
             Stewart Information Services Corporation and Glenn H. Clements.

10.3         Addendum, entered into as of August 25, 2013 and effective as of
             January 1, 2013, to Employment Agreement entered into as of October 1,
             2012 and effective as of January 1, 2012, by and between Stewart
             Information Services Corporation and Steven M. Lessack.

10.4         Addendum, entered into as of August 24, 2013 and effective as of
             January 1, 2013, to Employment Agreement entered into as of October 1,
             2012 and effective as of January 1, 2012, by and between Stewart
             Information Services Corporation and Matthew M. Morris.

10.5         Addendum, entered into as of August 23, 2013 and effective as of
             January 1, 2013, to Employment Agreement entered into as of
             October 12, 2012 and effective as of January 1, 2012, by and between
             Stewart Information Services Corporation and Jason R. Nadeau.


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