Palomar Holdings, Inc. 10-Q

Item 5. Other Information   Rule 10b5 - 1 Trading Plans   During the quarter ended June 30, 2023, none of our directors or officers (as defined in Rule 16a - 1 (f) of the Securities Exchange Act of 1934 ) adopted, terminated or modified a Rule 10b5 - 1 trading arrangement or non-Rule 10b5 - 1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).   Form Executive Employment Agreement   On July 28, 2023, our Compensation Committee of the Board of Directors (the “Compensation Committee”) approved a new form of executive employment agreement (the “Form Agreement”), to be entered into by our executive officers (excluding Mr. Armstrong). We intend to enter into the Form Agreement with each of our executive officers prior to December 31, 2023. The Form Agreement provides, among other things, the executive’s annual base salary and target bonus amount, each subject to review and adjustment by the Compensation Committee.   The Form Agreement also provides benefits in connection with a termination of the executive’s employment under specified circumstances. Under the terms of the Form Agreement, if we terminate the executive’s employment other than for “cause” or the executive terminates his or her employment for “good reason”(each as defined in the Form Agreement), the executive will be entitled to receive, subject to his or her timely execution and non-revocation of a separation agreement and release of claims in a form reasonably satisfactory to us and his or her continued adherence to the non-solicitation provision of the Form Agreement, (i) severance payments in an amount equal to his or her then-current base salary for a period of 12 months plus the pro rata amount such executive’s target bonus based on the month of termination payable in accordance with our regularly scheduled payroll; (ii) reimbursements for the executive’s and his or her eligible dependents’ COBRA premiums for up to 12 months; and (iii) in the event that the executive has been continuously employed by the Company for at least 36 months prior to termination (and such termination occurs outside a change in control (as defined in the Form Agreement)), then any unvested equity awards that are subject to vest based on the passage of time that would have vested within 12 months of the termination date shall vest (such payments under (i), (ii) and (iii), the “Severance Pay”).   In addition, if we terminate the executive without cause or the executive resigns for good reason within 12 months following a change in control (as defined in the Form Agreement), the executive is entitled to receive the Severance Pay and, in the event the executive’s outstanding equity is assumed or continued following the change in control, the acceleration of his or her then unvested equity awards.   The Form Agreement also includes a non-solicitation provision prohibiting the executive from soliciting for employment or as a consultant for 12 months following separation of employment any employee or consultant of the Company, including those engaged within the twelve months prior to executive’s termination.       70 Table of Contents   Item   6. Exhibits   Exhibit Number   Description             10.11   Form of Executive Employment Agreement (Named Executive Officers) 31.1   Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2   Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1   Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002             101.INS   Inline XBRL Instance Document 101.SCH   Inline XBRL Taxonomy Extension Schema Document 101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document 104   Cover Page Interactive Date File (embedded within the Inline XBRL document)     71 Table of Contents   Signatures   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.     Palomar   Holdings,   Inc.             Date: August 3, 2023 By: /s/ Mac Armstrong     Mac Armstrong     Chairman of the Board and Chief Executive Officer (Principal Executive Officer)             Date: August 3, 2023 By: /s/ T. Christopher Uchida     T. Christopher Uchida     Chief Financial Officer (Principal Financial and Accounting Officer)     72