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TWGP > SEC Filings for TWGP > Form 8-K on 10-Feb-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Change in Directors o

Item 1.01. Entry into a Material Definitive Agreement

On February 6, 2014, Tower Group International, Ltd. (the "Company") and Michael H. Lee entered into a Separation and Release Agreement (the "Separation Agreement") in connection with the resignation of Mr. Lee from his positions as Chairman of the Board of Directors, President and Chief Executive Officer, effective as of February 6, 2014, as previously announced in the Company's Current Report on Form 8-K filed February 7, 2014 with the Securities and Exchange Commission. Mr. Lee's employment with the Company was terminated effective as of February 6, 2014 (the "Termination Date").

Pursuant to the terms of the Separation Agreement, the Company has agreed to pay Mr. Lee (i) any earned but unpaid Annual Base Salary and (ii) a post-termination separation payment in an aggregate amount of $3,280,614. The Separation Agreement also provides for a customary general release of claims by Mr. Lee.

The description of the Separation Agreement in this Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference in its entirety.

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


In connection with Mr. Lee's separation, the Company and Mr. Lee entered into the Separation Agreement, as more particularly described in Item 1.01 of this Report, a copy of which is attached to this Report as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are furnished as part of this report:

  No.                                Description of Exhibit

10.1         A copy of Separation and Release Agreement between Tower Group
             International, Ltd. and Michael H. Lee, effective as of February 6,

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