Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers
OnJanuary 25, 2022 ,Universal Insurance Holdings, Inc. (the "Company") entered into an employment agreement withKimberly Cooper Campos , the Company's Chief Administrative Officer and Chief Information Officer (the "Agreement"). Also onJanuary 25, 2022 , the Company entered into an employment agreement withFrank C. Wilcox , the Company's Chief Financial Officer (the "Employment Agreement"). The following summaries of the Agreement and the Employment Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the respective agreements, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference thereto.
Employment Agreement with
Term
Ms. Campos's former employment agreement with the Company expired onDecember 31, 2021 .Ms. Campos's new employment agreement provides thatMs. Campos will serve as Chief Administrative Officer and Chief Information Officer of the Company for a term beginning onJanuary 1, 2022 (the "Effective Date") and ending onDecember 31, 2023 , unless earlier terminated in accordance with its terms. Base SalaryMs. Campos will receive a base salary of$315,000 for each contract year. The base salary is subject to adjustment by the Company's Compensation Committee based on the recommendation of the Company's Chief Executive Officer.
Annual Bonus
Ms. Campos is eligible to receive an annual bonus as determined by the Company in its sole discretion, subject to her continued employment through the payment date of the bonus. Restricted Share UnitsMs. Campos is eligible to receive a grant of 5,000 restricted share units (the "RSU Grant") payable under and subject to the Company's 2021 Omnibus Incentive Plan, as may be amended from time to time (the "Omnibus Plan"). The RSU Grant will be subject to time-vesting conditions set forth in the Agreement.
Termination
IfMs. Campos is terminated for any reason, she will receive a lump sum cash payment equal to accrued but unpaid base salary through the date of termination. IfMs. Campos is terminated without Cause (as defined in the Agreement), she will also receive a lump-sum cash payment equal to her base salary for the remaining term of the Agreement, subject to her execution of a general release of claims in favor of the Company.
Non-Compete
Other
The Agreement also contains nondisparagement, nonsolicitation and confidentiality provisions.
Employment Agreement with
Term
The Employment Agreement provides thatMr. Wilcox will serve as Chief Financial Officer of the Company for a term beginning onJanuary 1, 2022 and ending onDecember 31, 2023 , unless earlier terminated in accordance with its terms.
Base Salary
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Mr. Wilcox will receive a base salary of$500,000 for each contract year. The base salary is subject to adjustment by the Compensation Committee based on the recommendation of the Company's Chief Executive Officer.
Annual Bonus
Mr. Wilcox is eligible to receive an annual bonus as determined by the Company in its sole discretion, subject toMr. Wilcox's continued employment through the payment date of the bonus. Restricted Share UnitsMr. Wilcox is eligible to receive a grant of 10,000 restricted share units (the "RSU Grant") payable under and subject to the Company's 2021 Omnibus Incentive Plan, as may be amended from time to time (the "Omnibus Plan"). The RSU Grant will be subject to time-vesting conditions set forth in the Employment Agreement.
Termination
If
Non-Compete
Mr. Wilcox is subject to a non-compete provision under the Employment Agreement that prohibits him from engaging in certain competitive activities during the term of the Employment Agreement and for a period of 12 months following his termination. Other
The Employment Agreement also contains nondisparagement, nonsolicitation and confidentiality provisions.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits: Exhibit Number Description 10.1 Employment Agreement, dated January 25, 2022, between Kimberly Cooper Campos and the Company 10.2 Employment Agreement, dated January 25, 2022, between Frank C. Wilcox and the Company 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
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