Other Information
−Removed: On May 4, 2022, the Company’s wholly owned subsidiary ITIC entered into a Second Amended and Restated Employment Agreement (collectively, the “Restated Employment Agreements”) with each of J.
−Removed: Allen Fine, Chief Executive Officer and Chairman of the Board of Directors, James A.
−Removed: Fine, Jr., President, Treasurer, Chief Financial Officer, Chief Accounting Officer, and Director, and W.
−Removed: Morris Fine, Executive Vice President, Secretary and Director (each, an “Executive” and collectively, the “Executives”).
−Removed: The Restated Employment Agreements amend and restate the Amended and Restated Employment Agreements (the “Existing Employment Agreements”) previously entered into with the executive officers.
−Removed: The Restated Employment Agreements include the following changes as compared to the Existing Employment Agreements:
−Removed: The Restated Employment Agreements introduce an indefinite term that extends until terminated by the parties in accordance with the provisions therein, eliminating the prior approach which included five-year terms followed by automatic monthly extensions.
−Removed: Compensation.
−Removed: The Restated Employment Agreements update all compensation terms, including base salary and payments upon termination, where applicable, based on each Executive’s previously disclosed current annual base salary.
−Removed: In addition, in the event of a “change in control” (as defined in the Restated Employment Agreements and consistent with the Existing Employment Agreements), each Executive will be entitled to a bonus in an amount equal to three times the amount of the highest rate of base salary such Executive has received during Executive’s employment with the Company, plus an amount equal to three times the average of the three highest annual bonuses Executive has received from the Company, to be paid in one lump sum on the effective date of the closing of the transaction that constitutes a change in control.
−Removed: Termination and Severance:
−Removed: The Restated Employment Agreements set forth the following events qualifying as “good reason” (previously defined to mean a material breach by the Company that is not cured within 30 days of written notice):
−Removed: (i) a material reduction in the Executive’s base salary;
−Removed: (ii) a relocation of the Executive’s principal place of employment by more than 50 miles;
−Removed: (iii) any material breach by the Company of any material provision of this Agreement;
−Removed: (iv) the Company’s failure to obtain an agreement from any successor to the Company to assume and
−Removed: agree to perform the applicable Restated Employment Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law;
−Removed: (v) a material, adverse change in the Executive’s title, authority, duties, or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law);
−Removed: or (vi) a material adverse change in the reporting structure applicable to the Executive.
−Removed: Under the Restated Employment Agreements, an Executive may not terminate his employment for Good Reason unless he has provided written notice to the Company’s Board of Directors of the existence of the circumstances providing grounds for termination for Good Reason within 90 days of the initial existence of such grounds and the Company has had at least 30 days from the date on which such notice is provided to cure such circumstances.
−Removed: Payments of Severance Benefits.
−Removed: The Restated Employment Agreements require that cash payments due to the applicable Executive in connection with a termination of employment due to death, disability, or retirement, without cause or for good reason, or in connection with a change of control, in each case be made within 60 days of such termination.
−Removed: Amount of Severance Pay.
−Removed: The Restated Employment Agreements revised the manner of calculating payments due upon termination in connection with a termination of employment due to death, disability, or retirement, without cause or for good reason, or in connection with a change of control to provide that the base salary component will be based on the highest base salary paid to Executive, and the bonus component will be based on the average of the highest three years of annual bonuses paid by the Company.
−Removed: Release of Claims.
−Removed: The Restated Employment Agreements add a requirement that the applicable Executive execute a release of claims as a condition to the receipt of severance benefits.
−Removed: Restrictive Covenants.
−Removed: The Restated Employment Agreements expand the provisions covering confidentiality and noncompetition and nonsolicitation, and add standard provisions on intellectual property and Company property.
−Removed: The Restated Employment Agreements provide that, if any of the payments or benefits due to one of the Executives under the Restated Employment Agreements, or in connection with any other payments or benefits, in connection with a change in control constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the excise tax imposed under Section 4999 of the Code, then the Company will either pay the full amount due or reduce the amount that is due to avoid the excise taxes, depending on which alternative would be more advantageous to such Executive.
−Removed: Other Changes.
−Removed: The Restated Employment Agreements consolidate, streamline, and modernize other existing provisions consistent with customary terms for executive employment arrangements.
−Removed: On May 4, 2022, ITIC entered into an Amended and Restated Death Benefit Plan Agreement (collective, the “Restated Employment Agreements”) with each Executive.
−Removed: The Restated Death Benefit Plan Agreements amend and restate the Amended and Restated Death Benefit Plan Agreements (the “Existing Death Benefit Plan Agreements”) previously entered into with the executive officers.
−Removed: In addition to updating references to the Restated Employment Agreements, the Amended and Restated Death Plan Agreements provide that the base salary component of the benefit due to the Executive’s beneficiary(ies) thereunder will be based on the highest base salary paid to Executive, and the bonus component will be based on the average of the highest three years of annual bonuses paid by the Company.
−Removed: This foregoing description of the Restated Employment Agreements and the Restated Death Benefit Plan Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Restated Employment Agreements and the Restated Death Benefit Plan Agreements, copies of which are filed herewith as Exhibits 10.1 through 10.6 to this Quarterly Report on Form 10-Q.
−Removed: 10.1 Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and J.
−Removed: Allen Fine, dated May 4 , 2022
−Removed: 10.2 Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and James A.
−Removed: Fine, Jr., dated May 4 , 2022
−Removed: 10.3 Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and W.
−Removed: Morris Fine, Jr., dated May 4 , 2022
−Removed: 10.4 Amended and Restated Death Benefit Plan Agreement, by and between Investors Title Insurance Company and J.
−Removed: Allen Fine, dated May 4 , 2022
−Removed: 10.5 Amended and Restated Death Benefit Plan Agreement, by and between Investors Title Insurance Company and James A.
−Removed: Fine, Jr., dated May 4 , 2022
−Removed: 10.6 Amended and Restated Death Benefit Plan Agreement, by and between Investors Title Insurance Company and W.
−Removed: Morris Fine, Jr., dated May 4 , 2022
31(i) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
15 unchanged sentences
Principal Accounting Officer )
+Added: August 9, 2022
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.