HEALTH INSURANCE INNOVATIONS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits
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Item 1.01. Entry Into A Material Definitive Agreement.
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Pursuant to the Asset Purchase Agreement, neither HPIH nor HII acquires or assumes any liabilities of either TSG or Spinner (the "Retained Liabilities"), all of which remain the sole responsibility of TSG or Spinner, as applicable.
The Asset Purchase Agreement provides that, for a period commencing on
The Asset Purchase Agreement contains representations and warranties customary for a transaction of this type. The representations and warranties of TSG and Spinner survive for a period of 2 years following
The Asset Purchase Agreement provides that TSG and Spinner will, jointly and severally, indemnify HPIH for losses arising out of breaches of the representations and warranties of TSG and Spinner, as well as for the failure of TSG or Spinner to comply with their respective covenants under the Asset Purchase Agreement. Notwithstanding the foregoing, TSG and Spinner will not be obligated to indemnify HPIH for any losses unless the aggregate amount of such losses exceed
The description of the Asset Purchase Agreement contained in this Form 8-K is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1, which is hereby incorporated herein in its entirety by reference.
Spinner Employment Agreement.
Pursuant to the transactions contemplated by the Asset Purchase Agreement, HPIH entered into an employment agreement with Spinner (the "Spinner Employment Agreement"). Under the terms and conditions of the Spinner Employment Agreement, HPIH will employ Spinner as its National Sales Director for a term commencing on
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Pursuant to the terms of the Employment Agreement, Spinner will receive an annual base salary of
Item 2.01. Completion of Acquisition or Disposition of Assets.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. Appointment of Directors.
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Ms. Sink will also serve on the Board's Audit Committee (the "Audit Committee"), and
Approval of 2013 Outside Director Compensation Program.
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Each outside director will be entitled to a Board meeting fee of
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The Compensation Committee also awarded each outside director on
Approval of 2013 Annual Incentive Plan.
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Under the Incentive Plan, each participant has an incentive target specified for that individual which is expressed as a percentage of his or her base salary. The target incentive percentages for certain executive officers are as follows:
Executive Officer Title Target Incentive Percentage Michael W. Kosloske Chief Executive Officer 125 % Gary Raeckers Chief Operating Officer 50 % Michael D. Hershberger Chief Financial Officer 50 % Bryan Krul Senior Vice President-Sales & Operations 50 % Lori Kosloske Chief Compliance Officer 50 %
Bonus determinations under the Incentive Plan will be based on the achievement of specified objectives during the year, with a portion of the incentive target allocated to each objective. For the executive officers set forth above, 60% of the incentive target will be based on the Company's earnings before interest, taxes, depreciation and amortization ("EBITDA") for fiscal year 2013, and 40% will be based on the Company's revenues for fiscal year 2013.
The incentive amounts to be paid to participants will depend on the level of achievement of each objective and range between 10% (the "Threshold") and 200% (the "Maximum") of the incentive target allocated to each objective. The Threshold payments will be made if the Company achieves 90% of its performance targets, and the Maximum payments will be made if the Company achieves 120% of its performance targets. If the Company achieves 100% of its performance targets, then the participant will receive 100% of his or her incentive target.
Any incentive amounts earned under the Incentive Plan will be paid in 2014, with 50% of such amount paid in cash and the remaining balance in SSARs. The SSARs will have a three-cliff vesting period and a seven year exercise term.
Approval of 2013 Executive Officer Base Salaries and Equity Compensation.
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Executive Officer Title Annual Base Salary Michael W. Kosloske Chief Executive Officer $ 595,000 Gary Raeckers Chief Operating Officer $ 250,000 Michael D. Hershberger Chief Financial Officer $ 200,000 Bryan Krul Senior Vice President-Sales & Operations $ 200,000 Lori Kosloske Chief Compliance Officer $ 200,000
The Compensation Committee established these salaries as part of its annual executive compensation review. . . .
Item 8.01. Other Events
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Asset Purchase Agreement, datedMarch 14, 2013 , by and among HealthPlan Intermediaries Holdings, LLC ,TSG Agency, LLC andIvan Spinner 10.2 Employment Agreement, datedMarch 14, 2013 , by and between Health PlanIntermediaries Holdings, LLC andIvan Spinner 10.3Health Insurance Innovations, Inc. Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company onFebruary 13, 2013 ). 10.4 Form of Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Company onFebruary 13, 2013 ). 99.1 Press Release, datedMarch 14, 2013
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