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SIGI > SEC Filings for SIGI > Form 8-K on 11-Sep-2013All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements and

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

(c) Appointment of Certain Officers

Selective Insurance Group, Inc. (the "Company") announced today that John J. Marchioni has been appointed President and Chief Operating Officer, effective September 10, 2013. Gregory E. Murphy retains the titles of Chairman and Chief Executive Officer. A copy of the press release dated September 11, 2013 announcing Mr. Marchioni's appointment is attached hereto as Exhibit 99.1.

(e) Compensatory Arrangements of Certain Officers

Selective Insurance Company of America ("SICA"), a wholly-owned subsidiary of the Company, entered into a new Employment Agreement (the "Employment Agreement") with John J. Marchioni (the "Executive"), as of September 10, 2013, coincident with the appointment of Mr. Marchioni as President and Chief Operating Officer of the Company. Upon execution of the Employment Agreement, Mr. Marchioni's previous employment agreement with SICA was terminated.

The following table summarizes the principal provisions of the Employment Agreement. Defined terms used in this table, but not defined in this Report, have the meanings given to them in the Employment Agreement.

Term                        Initial three year term ends on September 9, 2016,
                            automatically renewed for additional one year periods
                            unless terminated by either party with written notice.
Compensation                Base salary of $725,000 as of September 10, 2013 and a
                            one-time grant of Restricted Stock Units ("RSUs") under
                            the Selective Insurance Group, Inc. 2005 Omnibus Stock
                            Plan as amended and restated in 2010, having a monetized
                            value on the date of the grant of $600,000 to be
                            formally granted on the fifth (5th) business day after
                            the Commencement Date. Provided the Executive remains
                            employed with the Company, these RSUs will cliff-vest
                            three (3) years from the date of the grant.
Benefits                    Eligible to participate in incentive compensation plan,
                            stock plan, 401(k) plan, defined benefit pension plan
                            and any other stock option, stock appreciation right,
                            stock bonus, pension, group insurance, retirement,
                            profit sharing, medical, disability, accident, life
                            insurance, relocation plan or policy, or any other plan,
                            program, policy or arrangement of the Company or SICA
                            intended to benefit SICA's employees generally.
Vacation and Reimbursements Vacation time and reimbursements for ordinary travel and
                            entertainment expenses in accordance with SICA's
Perquisites                 Suitable offices, secretarial and other services, and
                            other perquisites to which other executives of SICA are
                            generally entitled.
Severance and                  For Cause or Resignation by Executive other than for
Benefits on                     Good Reason: Salary and benefits accrued through
Termination without             termination date.
Change in Control              Death or Disability: Two times: (i) Executive's
                                salary; plus (ii) average of three most recent
                                annual cash incentive payments; provided that any
                                such severance payments be reduced by life or
                                disability insurance payments under policies with
                                respect to which SICA paid premiums, paid in 12
                                equal installments.
                               Without Cause by SICA, Relocation of Office over 50
                                Miles (without Executive's consent), Resignation for
                                Good Reason by Executive:
                                    o   Two times: (i) Executive's salary; plus (ii)
                                        average of three most recent annual cash
                                        incentive payments, paid in 12 equal
                                    o   Medical, dental, vision, disability, and
                                        life insurance coverage in effect for
                                        Executive and dependents until the earlier
                                        of 24 months following termination or
                                        commencement of equivalent benefits from a
                                        new employer.
                               Stock Awards: Except for termination for Cause or
                                resignation by the Executive other than Good Reason,
                                immediate vesting and possible extended exercise
                                period, as applicable, for any previously granted
                                stock options, stock appreciation rights, cash
                                incentive units, restricted stock, restricted stock
                                units, and stock bonuses.
Severance and Benefits      For termination without Cause or resignation for Good
on Termination after        Reason by Executive within two years following a Change
Change in Control           in Control, Executive is entitled to:
                               Severance payment equal to the product of 2.99 and
                                the greater of: (i) Executive's salary plus target
                                annual cash incentive payment; or (ii) Executive's
                                salary plus the average of Executive's annual cash
                                incentive payments for the three calendar years
                                prior to the calendar year in which the termination
                                occurs, paid in lump sum.
                               Medical, dental, vision, disability, and life
                                insurance coverage in effect for Executive and
                                dependents until the earlier of period of 36 months
                                following termination or commencement of equivalent
                                benefits from a new employer.
                               Stock awards, same as above, except that the initial
                                number of cash incentive units is increased by 150%.
Release;                       Receipt of severance payments and benefits
Confidentiality and             conditioned upon:
Non-Solicitation                    o   Entry into release of claims; and
                                    o   No disclosure of confidential or proprietary
                                        information or solicitation of employees to
                                        leave the Company or its subsidiaries for a
                                        period of two years following the
                                        termination of the Employment Agreement.

This summary table description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed herewith as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Employment Agreement between Selective Insurance Company of America and John J. Marchioni, dated as of September 10, 2013

99.1 Press Release of Selective Insurance Group, Inc. dated September 11, 2013

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