On
Gowda
instantly.
Restricted
(“CIMA”).
2023 annual basic assembly of shareholders.
funding firm, since
Gowda
enterprise corporations in asset administration, insurance coverage and various funding
methods.
various funding arm of UBS Group AG (NYSE:
hedge funds. From
Director at Guggenheim Investments,
growth of the choice funding platform for institutional buyers,
together with pension funds, insurance coverage corporations and personal banks.
From
at Morgan
Financial institution
he managed investments in personal corporations in know-how, medical gadgets, and
options.
insurtech
as an advisor to the administration of
Pennsylvania
Engineering, Pc Science and Math from
insurance coverage and reinsurance merchandise, and expertise in fund elevate and scaling
companies to our boards.
Audit Committee and the Funding Committee of the Board, and a member of the
Nominating and Company Governance and Compensation of the Board.
Adoption of Non-Worker Director Compensation Program
On
guide, adopted and authorised a non-employee director compensation program
(the “Non-Worker Director Compensation Program”) that gives for annual
retainer charges and fairness awards for our non-employee administrators. This system was
adopted beneath the 2021 Omnibus Incentive Plan (the “2021 Omnibus Plan”). Beneath
the Non-Worker Director Compensation Program, every non-employee director of
the Firm receives an annual money retainer of
equal quarterly funds, pro-rated for partial years. Non-employee administrators
may also obtain an annual restricted share award for a variety of restricted
strange shares equal to
strange shares on the grant date, which annual awards will vest one-half on the
a hundred and eightieth day after the grant date and one-half on the primary anniversary of the
grant date. The annual restricted share award shall be granted on the primary
buying and selling day of January of every yr. The Non-Worker Director Compensation
Program additionally supplies for an preliminary restricted share grant on the date on which
an individual first turns into a director of the Firm with respect to a variety of
shares equal to
share on the grant date. Restricted share granted beneath the non-employee
director compensation program shall be topic to accelerated vesting upon a
change of management of the Firm.
The foregoing description of the Non-Worker Director Compensation Program is
abstract in nature and is certified in its entirety by the total textual content of such
program, which is connected as Exhibit 10.1 to this Present Report on Type 8-Ok.
Govt Employment Agreements
On
guide, the Firm and
Employment Settlement beneath which
Govt Officer of the Firm (the “Madhu Employment Settlement”). The Madhu
Employment Settlement supplies for an annual base wage of
supplies that
discretion of the Board and should take part within the Firm’s fairness incentive
plans on the identical phrases as different senior executives. The settlement additionally supplies
that Firm will yearly grant to
2021 Omnibus Plan, which is able to vest ratably on the primary day of every calendar
quarter over the 4 calendar quarters instantly following the grant date. Beneath
the Madhu Employment Settlement,
the Firm’s pension, life insurance coverage, medical health insurance, incapacity insurance coverage
and different profit plans on the identical foundation because the Firm’s different worker
officers take part. The settlement additionally supplies for a lump-sum M&A transaction
bonus of seven % of the transaction worth of sure mergers, inventory gross sales,
asset gross sales, or comparable transactions by the Firm or its subsidiaries. The
time period of the Madhu Employment Settlement is thru
routinely renewed for extra successive 1-year phrases until discover of
non-renewal is supplied by the Firm or
to the renewal date.
wage in any other case payable beneath the employment settlement for a three-year
severance interval if terminated “with out trigger” (together with a non-renewal of the
settlement by the Firm) or he terminates his personal employment for a “good purpose
occasion”, as these phrases are outlined within the settlement, along with any goal
bonus, restricted share award and M&A transaction bonus that might have been
payable beneath the settlement in the course of the relevant intervals following the
termination date.
non-competition covenants and confidentiality provisions.
On
guide, the Firm and Wrendon Timothy entered into an Amended and Restated
Employment Settlement beneath which
Monetary Officer of the Firm (the “Timothy Employment Settlement”). The
Timothy Employment Settlement supplies for an annual base wage of
it supplies that
discretion of the Board and should take part within the Firm’s fairness incentive
plans on the identical phrases as different senior executives. The settlement additionally supplies
that Firm will yearly grant to
the 2021 Omnibus Plan, which is able to vest ratably on the primary day of every calendar
quarter over the 4 calendar quarters instantly following the grant date. Beneath
the Timothy Employment Settlement,
of the Firm’s pension, life insurance coverage, medical health insurance, incapacity insurance coverage
and different profit plans on the identical foundation because the Firm’s different worker
officers take part. The settlement additionally supplies for a lump-sum M&A transaction
bonus of three % of the transaction worth of sure mergers, inventory gross sales,
asset gross sales, or comparable transactions by the Firm or its subsidiaries. The
time period of the Timothy Employment Settlement is thru
routinely renewed for extra successive 1-year phrases until discover of
non-renewal is supplied by the Firm or
to the renewal date.
wage in any other case payable beneath the employment settlement for a three-year
severance interval if terminated “with out trigger” (together with a non-renewal of the
settlement by the Firm) or he terminates his personal employment for a “good purpose
occasion”, as these phrases are outlined within the settlement, along with any goal
bonus, restricted share award and M&A transaction bonus that might have been
payable beneath the settlement in the course of the relevant intervals following the
termination date.
non-competition covenants and confidentiality provisions.
The foregoing descriptions of the Madhu Employment Settlement and Timothy
Employment Settlement are abstract in nature and are certified of their entirety
by the total textual content of such agreements, that are connected as Displays 10.3, and
10.4, respectively, to this Present Report on Type 8-Ok.
Restricted Share Grants
On
Program described above, 10,549 strange shares of the Firm had been granted to
every of our non-employee administrators,
Merren
day after the grant date and one-half on the primary anniversary of the grant
date, supplied that the director is in steady service to the Firm by
the relevant vesting date. Unvested restricted shares will vest on an
accelerated foundation upon a change of management of the Firm (as outlined in 2021
Omnibus Plan).
On
Timothy Employment Settlement described above, our Board granted 40,000 and
25,000 strange shares of the Firm to
respectively. The strange shares had been granted beneath our 2021 Omnibus Plan. The
awards will vest ratably on the primary day of every calendar quarter over the 4
calendar quarters instantly following the grant date, contingent on
Madhu’s
the relevant vesting date. Unvested restricted shares will vest on an
accelerated foundation upon a change of management of the Firm (as outlined in 2021
Omnibus Plan).
Merchandise 3.02. Unregistered Gross sales of
The issuance of the restricted shares to government officers and non-employee
administrators as described in Merchandise 5.02 above are and shall be exempt from
registration beneath the Securities Act of 1933, as amended (the “Securities
Act”), as a result of the supply and sale of such securities did and doesn’t contain a
“public providing” as outlined in Part 4(a)(2) of the Securities Act, was made
with none type of basic solicitation to a complicated social gathering, and was made
with full entry to any info requested relating to the Firm and the
strange shares.
Merchandise 9.01. Monetary Statements and Displays
(d) Displays
Exhibit
Quantity Description
10.1 Oxbridge Re Holdings Restricted Non-Worker Director Compensation
Program
10.2 Oxbridge Re Holdings 2021 Omnibus Incentive Plan
10.3 Amended and Restated Employment Settlement, dated January 9, 2023 , with
Jay Madhu
10.4 Amended and Restated Employment Settlement, dated January 9, 2023 , with
Wrendon Timothy
10.5 Type of Restricted Inventory Settlement beneath the Oxbridge Re Holdings
Restricted 2021 Omnibus Incentive Plan
EX-104 Cowl Web page Interactive Information File (embedded throughout the Inline XBRL
doc)
