Attached files
file | filename |
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EX-10.2 - EX-10.2 - NYMAGIC INC | y83555aexv10w2.htm |
EX-10.1 - EX-10.1 - NYMAGIC INC | y83555aexv10w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 2010
NYMAGIC, INC.
(Exact name of registrant as specified in its charter)
New York (State or Other Jurisdiction of Incorporation) |
1-11238 (Commission File Number) |
13-3534162 (IRS Employer Identification No.) |
919 Third Avenue, New York, New York 10022
(Address of principal executive offices)
(Address of principal executive offices)
(212) 551-0600
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
To the extent applicable, the information contained in Item 5.02 below is hereby incorporated by
reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
NYMAGIC, INC. (the Company) has entered into employment agreements with each of Paul J. Hart, the
Companys Executive Vice President, General Counsel and Secretary (the Hart Employment Agreement)
and Timothy McAndrew, the Companys Executive Vice President of Mutual Marine Office, Inc. (the
McAndrew Employment Agreement).
The Hart Employment Agreement, executed on March 22, 2010, is effective January 1, 2010 through
December 31, 2012, unless earlier terminated. Under the Hart Employment Agreement, Mr. Hart is
entitled to a base salary of $300,000, effective April 1, 2010, and will participate in the
Companys annual incentive plan under which he has a target incentive bonus of 50% of his base
salary. In the event Mr. Harts employment with the Company is terminated for cause, due to death
or permanent disability or if he voluntarily terminates, Mr. Hart will be entitled to receive: (i)
base salary earned prior to the date of termination, (ii) any earned but unpaid bonus for the prior
calendar year, (iii) any unpaid expense reimbursement and (iv) any amount earned, accrued and
arising under any employee benefit plan (together, the Accrued Benefits). In the event Mr.
Harts employment with the Company is terminated by the Company without cause, Mr. Hart will be
entitled to receive: (i) the Accrued Benefits, (ii) a payment equal to amount of base salary for
the remainder of the term and (iii) a pro rata bonus payment. In the event Mr. Harts employment
with the Company is terminated by the Company at any time without cause within 6 months prior to,
on the date of, or following a change in control or if Mr. Hart terminates his employment with the
Company for good reason within 2 years following a change in control, Mr. Hart will be entitled to
receive: (i) the Accrued Benefits, (ii) a payment equal to 2 years of base salary and (iii) a pro
rata bonus payment. In addition, during the term of the Hart Employment Agreement and after
termination of the Hart Employment Agreement, Mr. Hart will be subject to certain confidentiality,
non-competition and non-solicitation provisions. The Hart Employment Agreement is filed as Exhibit
10.1 hereto and is incorporated herein by reference.
The McAndrew Employment Agreement, executed on March 22, 2010, is effective January 1, 2010 until
December 31, 2012, unless earlier terminated. Under the McAndrew Employment Agreement, Mr.
McAndrew is entitled to a base salary of $325,000 and will participate in the Companys annual
incentive plan under which he has a target incentive bonus of 30% of his base salary. In the event
Mr. McAndrews employment with the Company is terminated for cause, due to death or permanent
disability or if he voluntarily terminates, Mr. McAndrew will be entitled to receive the Accrued
Benefits. In the event Mr. McAndrews employment with the Company is terminated by the Company
without cause, Mr. McAndrew will be entitled to receive: (i) the Accrued Benefits, (ii) a payment
equal to amount of base salary for the remainder of the term and (iii) a pro rata bonus payment.
In the event Mr. McAndrews employment with the Company is terminated by the Company at any time
without cause within 6 months prior to, on the date of, or following a change in control or if Mr.
McAndrew terminates employment for good reason within 2 years following a change in control, Mr.
McAndrew will be entitled to receive: (i) the Accrued Benefits, (ii) a payment equal to 2 years
base salary and (iii) a pro rata bonus payment. In addition, during the term of the McAndrew
Employment Agreement and after termination of the McAndrew Employment Agreement, Mr. McAndrew will
be subject to certain confidentiality,
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non-competition and non-solicitation provisions. The McAndrew Employment Agreement is filed as
Exhibit 10.2 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished or filed, as applicable, with this Current Report on Form 8-K:
The following exhibits are furnished or filed, as applicable, with this Current Report on Form 8-K:
Exhibit No. | Description | |
10.1
|
Employment Agreement, executed on March 22, 2010, between NYMAGIC, INC. and Paul J. Hart. | |
10.2
|
Employment Agreement, executed on March 22, 2010, between NYMAGIC, INC. and Timothy McAndrew. |
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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 hereunto duly authorized.
NYMAGIC, INC. |
||||
By: | /s/ Thomas J. Iacopelli | |||
Name: | Thomas J. Iacopelli | |||
Title: | Chief Financial Officer and Treasurer | |||
Date: March 26, 2010
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EXHIBIT INDEX
Exhibit No. | Description | |
10.1
|
Employment Agreement, executed on March 22, 2010, between NYMAGIC, INC. and Paul J. Hart. | |
10.2
|
Employment Agreement, executed on March 22, 2010, between NYMAGIC, INC. and Timothy McAndrew. |