Item 5.02: Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 17, 2012, the Board of Directors of the Company appointed Mr. John F.
Langowski, III as Vice President of Claims for UIM, a wholly-owned subsidiary of
the Company, beginning on November 5, 2012. In this newly created position, Mr.
Langowski will be responsible for all aspects of the Company's claims function.
On October 18, 2012, Mr. Langowski entered into an employment agreement with UIM
(the Employment Agreement) to be effective as of November 5, 2012. The
Employment Agreement provides that UIM will employ Mr. Langowski on an at-will
basis, provided that either party shall give 180 days written notice of such
party's intent to terminate Mr. Langowski's employment, unless UIM terminates
Mr. Langowski for "cause" as such term is defined in the Employment Agreement.
Pursuant to the Employment Agreement, Mr. Langowski will receive an annual base
salary of $175,000 plus a one-time signing bonus of $20,000. In addition, the
Employment Agreement provides that Mr. Langowski (1) is eligible to receive
annual cash bonuses at the discretion of the Board of Directors of UIM, based on
achievement of performance goals to be established by UIM's executive management
team and the Board of UIM, and (2) is eligible to participate in other benefits
generally available to senior executives of UIM, including equity compensation
plans. The Employment Agreement provides that upon the termination of Mr.
Langowski's employment, he will refrain from soliciting any employee and certain
former employees of UIM for two years following the termination of Mr.
Langowski's employment, unless such employee has not been employed by UIM for
more than one year.
Mr. Langowski, age 45, has over 22 years of industry-related experience of which
more than 10 years was spent at Fortune 100 companies that specialize in
property and casualty insurance. Since 2010, he has been serving as Vice
President and Chief Claims Officer of Cypress Insurance Group; a Jacksonville,
Florida based homeowners and business insurer with over 100,000 policies in
force. While with Cypress, Mr. Langowski was responsible for all areas of
property and casualty claims, personnel management, coordination with product
management and underwriting for product development and improvement.
From 2007 until he joined Cypress, Mr. Langowski was the Regional Director of
Claims for Farmers Insurance Group; a national insurance group covering
vehicles, homes and small businesses, with over 20 million policies. While in
this position, Mr. Langowski created and developed regional claims operations
for Farmers that employed more than 50 claims professionals and supervisors in
multiple locations. He also served in a number of different roles at Nationwide
Insurance Company between 1997 and 2007. There, Mr. Langowski was responsible
for the management of property and casualty claims, the coordination of
state/regional catastrophe operations and the processing of homeowner and auto
Mr. Langowski holds a B.S. in Business Administration, as well as Associate in
Claims (AIC) and Associate in Management (AIM) designations. He is a U.S. Army
The foregoing does not purport to be a complete description of the Employment
Agreement and is qualified by reference to the full text of such document, which
is attached as Exhibit 10.1 to this Current Report on Form 8-K/A. A copy of the
press release is attached as Exhibit 99.1 to this Current Report on Form 8-K/A.