ADDENDUM TO EMPLOYMENT AGREEMENT
Exhibit 10.7
ADDENDUM TO EMPLOYMENT AGREEMENT
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (“Addendum”) is entered into effective as of January 1, 2014 (the “Effective Date”), by and between Stewart Information Services Corporation (the “Company”), and Glenn H. Clements (the “Executive”).
W I T N E S S E T H:
WHEREAS, Executive is currently employed with the Company and previously entered into an Employment Agreement with the Company as of January 1, 2012 (“Effective Date”); and
WHEREAS, Executive and the Company have agreed to amend the Agreement to provide for a change in the definition of terms and conditions regarding Executive’s entitlement of certain payments, including: Long Term Incentive Plan, Short Term Incentive Plan, and Key Employee Equity Plan, as specified and defined in the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Addendum and other good and valuable consideration, the Executive and the Company, intending to be legally bound, hereby agree as follows:
Section 2.2.1. Short Term Incentives, in the Employment Agreement shall be amended and superseded by the following Section 2.2.1:
2.2.1 Short Term Incentives. The Executive shall be eligible to receive an annual short term incentive cash payment, the incentive plan to be determined by the Board in its sole discretion. The terms of the short term incentive plan (“STI Plan”) are set out in Exhibit A hereto, which is incorporated herein for all purposes. The terms and conditions of the STI Plan are subject to change from year to year. The payment made pursuant to this Section 2.2.1 shall be paid to the Executive in the succeeding year for which it is earned and shall be paid by March 31 of such year. The Executive must be actually employed on the date that any short term incentive plan payment is made in order to be eligible and entitled to any such short term incentive plan payment, except as otherwise set forth in this Agreement.
Section 2.2.2 Long Term Incentives, in the Employment Agreement shall be amended and superseded by the following Section 2.2.2:
2.2.2 Long Term Incentives. The Executive shall be eligible to participate in the Company’s Long Term Incentive Plan (“LTI Plan”), as such plan shall be in effect and amended and/or superseded from time to time. The Company reserves the right to terminate the LTI Plan in its sole discretion in accordance with the terms of the LTI Plan, and the terms and conditions of the Plan are subject to change from year to year. The terms of the LTI Plan are set out in Exhibit B hereto, which is incorporated herein for all purposes. The Executive must be actually employed on the date that any long term incentive plan payment is made in order to be eligible and entitled to any such long term incentive plan payment.
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1. Term of Addendum Agreement. The Company and Executive agree that the term of this Addendum Agreement shall commence on January 1, 2014.
2. Entire Addendum Agreement. This Addendum Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.
3. Waivers and Amendments. This Addendum Agreement may be amended, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any waiver on the part of any party of any such right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
4. Governing Law. This Addendum Agreement shall be governed by and construed in accordance with the laws of the State of Texas (without giving effect to the choice of law provisions thereof).
5. Assignment. This Addendum Agreement, and any rights and obligations hereunder, may not be assigned by Executive and may be assigned by the Company only to a successor by merger or purchasers of substantially all of the assets of the Company or its affiliates.
6. Counterparts. This Addendum Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument.
7. Headings. The headings in this Addendum Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Addendum Agreement.
8. No Presumption Against Interest. This Addendum Agreement has been negotiated, drafted, edited and reviewed by the respective parties, and therefore, no provision arising directly or indirectly here from shall be construed against any party as being drafted by said party.
9. Binding Agreement. This Addendum Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns and Executive and Executive’s legal representatives.
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IN WITNESS WHEREOF, the parties have executed this Addendum Agreement as of the date first above written.
| EXECUTIVE | ||
| By: | /s/ Glenn H. Clements | |
| Date: | 4/7/14 | |
| Name: | Glenn H. Clements | |
| Title: | Group President, Direct Operations | |
| COMPANY | ||
| Stewart Information Services Corp. | ||
| By: | /s/ Matthew W. Morris | |
| Date: | 4/7/14 | |
| Name: | Matthew W. Morris | |
| Title: | Chief Executive Officer | |
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EXHIBIT A
ANNUAL SHORT TERM INCENTIVE PLAN
(“STI PLAN”)
Executive shall be eligible to participate in the Company’s Annual Bonus Payment Program, also known as the Short Term Incentive Plan (“STI Plan”). The STI Plan shall be determined by the Board of Directors (“Board”), in its sole discretion.
Payout amount will be determined by the attainment towards metrics which are both specific to your position as well as reflective of corporate performance.
As part of its analysis, the Board shall consider the following targets in determining the amount of the STI payment to the Executive:
| Short Term Incentive (STI) | ||||||
| Target Payout: | 100% of Base Pay | $ | 400,000 | |||
| Maximum Target Payout: | 200% of Target | $ | 800,000 | |||
| Metrics Used to Determine STI | Threshold | Target | Maximum | Weighting | ||||||||||||
| Corporate Goals (40.0% of STI): | ||||||||||||||||
| EBIDTA Improvement | -5.00 | % | 0.00 | % | 5.00 | % | 14.00 | % | ||||||||
| Pretax Profit Margin | 5.00 | % | 5.50 | % | 6.00 | % | 13.00 | % | ||||||||
| Modified Return on Equity | 9.00 | % | 10.00 | % | 11.00 | % | 13.00 | % | ||||||||
| Direct Operations Goals (60.0% of STI) | ||||||||||||||||
| Operating Revenues Improvement | 0.00 | % | 5.00 | % | 10.00 | % | 25.00 | % | ||||||||
| Pretax Profit Margin | 18.00 | % | 20.00 | % | 22.00 | % | 25.00 | % | ||||||||
| Policy Loss Ratio | 6.00 | % | 5.00 | % | 4.00 | % | 10.00 | % | ||||||||
STI will be delivered as a cash bonus, paid annually after the conclusion of the fiscal year, before the end of the first quarter of the succeeding year. STI payout is expressed as a percentage of your base pay.
Target Annual STI payout is the equivalent of 100% of your base pay.
Maximum Annual STI payout is the equivalent of 200% of your target payout.
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Specific terms and calculations related to the Short Term Incentive (STI) Plan
The following sets forth the definition of specific terms and calculations related to the Short-Term Incentive (STI).
| Term/Calculation | Definition | |
| Base Pay | This is the annual base salary. | |
| Company | The Company is Stewart Information Services Corporation and its subsidiaries. | |
| Corporate | Corporate is the same as Company. | |
| Corporate Performance | Corporate Performance is the set of metrics for the Company. | |
| Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) | EBITDA metric is calculated by adding back interest expense, depreciation expense and amortization expense to pretax earnings. The source of data is the System of Record. Payout for this metric is based on percent improvement. | |
| Maximum (Performance Level) | See Performance Level. | |
| Maximum Target Payout | The Maximum Target Payout is the maximum annual cash bonus that can be earned and paid under the STI. It is calculated by multiplying the Target Payout by an agreed upon percentage as indicated in the Executive Compensation Plan Summary. | |
| Modified Average Shareholders’ Equity | Modified Average Shareholders’ Equity is calculated by subtracting cumulative other comprehensive income and noncontrolling interest from shareholders’ equity. This calculation is done as of the beginning of the year and the end of the year. The average is then calculated by adding the beginning of the year and ending of the year calculations and then dividing by two. | |
| Modified Net Earnings Attributable to Company | Modified Net Earnings Attributable to Company is calculated by subtracting certain items including, but not limited to, certain unusual income tax expense or benefit as determined by the Board of Directors of the Company from Net Earnings Attributable to Company. The source of data is the System of Record. | |
| Modified Return on Equity (Modified ROE) | Modified Return on Equity metric is calculated by dividing Modified Net Earnings Attributable to Company by Modified Average Shareholders’ Equity. The source of data is the System of Record. Payout for this metric is based on ratio attainment. | |
| Operating Revenues | Operating Revenues is line 20 Total Revenues from the Profit Center Statement (STG portion) and line 20 Total Net Revenues from the Schedule A (STC portion). As a result, the System of Record is the PCSAPP and STATAPP. | |
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| Term/Calculation | Definition | |
| Operational Performance | Operational Performance is the set of metrics for an executives’ area of management. | |
| Performance Level | Performance Level represents the range of possible payout depending on performance driver for each metric. The payout range is defined as the Threshold (50% of Target) and Maximum (200% of Target). | |
| Policy Loss Ratio | Policy Loss Ratio metric is calculated by dividing Title Losses and Related Claims by Title Insurance Revenues from Direct Operations and Agency Operations. This calculation derived from the GAAP financials rather than the PCS Policy Losses Ratio. The source of data is the System of Record. Payout for this metric is based on ratio attainment. | |
| Pretax Profit | Pretax Profit for personal metrics is the pretax earnings reported on line 71 of the Profit Center Statements (STG portion) and Schedule A (STC portion). As a result, the System of Record is the PCSAPP and STATAPP. For corporate metric, Pretax Profit is equivalent to earnings before taxes and noncontrolling interests as reported in the Form 10-K. | |
| Pretax Profit Margin | Pretax Profit Growth personal metric is calculated by using what is reported on line 71 Pretax Profit from the Profit Center Statements (STG portion) and Schedule A (STC portion). As a result, the System of Record is the PCSAPP and STATAPP. Pretax Profit Growth corporate metric is calculated by dividing the earnings before taxes and noncontrolling interests by total gross revenues, which excludes amounts retained by agencies and other unique or unusual items including, but not limited to certain claims exceeding $1.0 million as determined by the Board of Directors of the Company. The System of Record is the Form 10-K. Payout for this metric is based on percent change from the prior year. | |
| System of Record | Hyperion Financial Management (HFM) is the system of record for all financial data unless otherwise stated. | |
| Target (Performance Level) | See Performance Level. | |
| Target Payout | Target Payout is the annual cash bonus that can be earned and paid under the STI. Target Payout is calculated by multiplying Base Pay by an agreed upon percentage as indicated in the Executive Compensation Plan Summary. | |
| Threshold (Performance Level) | See Performance Level. | |
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| Term/Calculation | Definition | |
| Title Insurance Revenues | Title Insurance Revenues are revenues earned from title insurance and escrow and other related fees. The source of data is the System of Record. | |
| Title Losses and Claims | Title Losses and Claims is a line item on the Company’s Consolidated Statement of Operations, Retained Earnings and Comprehensive Earnings that is defined in the Company’s Annual Report filed with the Securities Exchange Commission on the Form 10-K. The source of data is the System of Record. | |
| Weighting | Weighting is a calculation that applies a percentage to each metric. The aggregation of the percentages is 100%. | |
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EXHIBIT B
LONG TERM INCENTIVE PLAN
(“LTI”)
Executive shall be eligible to participate in the Company’s Long Term Incentive Plan (“LTI”), as such plan shall be in effect and amended and/or superseded from time to time.
The actual value of the LTI shall be determined by the Board of Directors (“Board”), in its sole discretion. The Board shall consider the overall performance of the Company in awarding the LTI. As part of its analysis, the Board shall consider the following targets in determining the value of the LTI payable to the Executive:
| Long Term Incentive (LTI) | ||||||
| Target Payout: | 90% of Base Pay | |||||
| 33% paid as Restricted Stock Award (RSA) | Time Vested | $ | 120,000 | |||
| 33% paid as Performance Share Award (PSA) | Total Shareholder Return (TSR) | $ | 120,000 | |||
| 33% paid as Performance Share Award (PSA) | Earnings Per Share (EPS) | $ | 120,000 | |||
| Total Target Value Payout | $ | 360,000 | ||||
| Total Maximum Value Payout | $ | 600,000 | ||||
| Metrics Used to Determine RSA and PSA |
| Time Vesting |
| Shares are not subject to performance contingencies and will be earned by the recipient by continued employment through the vesting period |
| Total Shareholder Return (TSR) |
| Vesting of performance shares occurs at the end of the performance period based on the achievement of pre-determined TSR percentile ranking in relation to the Russell 2000 Financial Services Index |
| Earnings Per Share (EPS) |
| Vesting of EPS performance shares occurs at the end of the performance period based on achievement of pre-determined EPS targets. |
Target LTI grant is the equivalent of 90% of your base pay.
LTI will be delivered as a Restricted Stock Award (RSA) or as a Performance Stock Award (PSA) (Total = 100% of LTI grant).
LTI will be granted annually. It is 100% granted, but vests depending on the terms listed in this exhibit.
Dividend Equivalent Rights (“DER”):
In the event a dividend is paid to shareholders during the restriction period, the recipient will receive a cash payout as a DER at the time of vesting based on the number of shares from this restricted period which become vested due to meeting the performance and time restrictions.
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Time-Vested Restricted Shares
Award Value:
| • | One-third of the total targeted annual grant value will be provided in time-based RSA’s. |
| • | The grant value will be determined by calculating the total equity grant value [(2014 base salary x LTI target as % of 2014 base salary) then dividing by three]. |
| • | Share count is based on the grant value divided by grant date closing stock price on 12/31/2013. |
Vesting:
| • | RSA’s will cliff vest three years from date of grant. |
| • | These shares are not subject to performance contingencies and will be earned by the recipient by continued employment through the vesting period. |
Performance Shares -Total Shareholder Return (“TSR”)
Award Value:
| • | The TSR-based performance shares will constitute one third of the overall long-term incentive grant value. |
| • | The target number of shares granted will be equal to the number of time-based restricted shares. |
Vesting:
| • | Vesting of performance shares occurs at the end of the three year performance period based on the achievement of pre-determined TSR percentile ranking in relation to the Russell 2000 Financial Services Index Companies (“Comparative Group”). |
Performance Period:
| • | The three year period which covers the grant date to the three year anniversary of the grant date. |
Performance Metric:
| • | The performance metrics associated with the Performance Shares will function on a relative TSR-based model provided on the following page. Actual relative TSR performance will be measured at the end of the three-year period as compared to the Russell 2000 Financial Services Index. |
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Performance Range:
| • | As set out in the table below, threshold and maximum opportunity to incentivize performance will be associated with varying levels of relative performance. Targeted performance is achieved when SISCO TSR is at the 60th percentile of the comparative group. Threshold performance is set at the 40th percentile. In the event SISCO performance is below the 40th percentile, the associated payout is equal to zero. Maximum payout is achieved when SISCO TSR performance is at the 100th percentile of the comparative group. |
| Performance-Based Payment Schedule | ||||||
| TSR Percentile Ranking | Percent of Target Payment 1 | |||||
| Maximum | 100th | 200 | % | |||
| 90th | 175 | % | ||||
| 80th | 150 | % | ||||
| 70th | 125 | % | ||||
| Target | 60th | 100 | % | |||
| 50th | 75 | % | ||||
| Threshold | 40th | 50 | % | |||
| <40th | 0 | % | ||||
| 1) | Payouts will be interpolated in between percentile rankings. |
Performance Shares - Earnings per Share (“EPS”) Growth
Award Value:
| • | The EPS-based performance shares will constitute one third of the overall long-term incentive grant value. |
| • | The target number of shares to grant will be equal to the number of time-based RSA’s |
Vesting:
| • | Vesting of EPS performance shares occurs at the end of the three-year performance period based on achievement of pre-determined EPS targets. |
Performance Period:
| • | The three year period which covers the grant date to the three year anniversary of the grant date. |
Performance Metric:
| • | EPS performance shares will function on an EPS Compounded Annual Growth Rate performance scale. |
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Performance Range:
| • | As set out in the table below, threshold and maximum opportunity to incentivize performance will be associated with varying levels of EPS achievement. Targeted performance is achieved when SISCO’s EPS Compounded Annual Growth Rate is equal to 10%. A threshold performance level has been established at 5% growth. In the event SISCO performance is below this level, the associated payout is equal to zero. Maximum payout is achieved when SISCO EPS performance is equal to or greater than 15% growth. |
| EPS Performance Shares | ||||||||
| EPS Compunded Growth Rate | Percent of Target Payment 1 | |||||||
| Maximum | 15 | % | 200 | % | ||||
| 13 | % | 150 | % | |||||
| Target | 10 | % | 100 | % | ||||
| 8 | % | 80 | % | |||||
| Threshold | 5 | % | 50 | % | ||||
| <5 | % | 0 | % | |||||
| 1) | Payouts will be interpolated for actual EPS Growth Rate achieved. |
Key Employee Equity Plan (“KEEPs”)
Executive shall be eligible to participate in a one-time LTI Performance Share Award (PSA) under the special Company’s Key Employee Equity Plan (“KEEPs”), as such plan shall be in effect and amended and/or superseded from time to time.
The actual value of the KEEPs shall be determined by the Board of Directors (“Board”), in its sole discretion. The Board shall consider the overall performance of the Company in awarding the KEEPs. As part of its analysis, the Board shall consider the following targets in determining the value of the KEEPs PSA granted to the Executive:
| Key Employee Equity Plan (KEEPs) | ||||||||||
| EPS Performance Level | % of 2014 Base Salary1 | Cash Value of Award | ||||||||
| <$ | 5.00 | 0 | % | $ | — | |||||
| $ | 5.00 | 500 | % | $ | 2,000,000.00 | |||||
| $ | 5.50 | 600 | % | $ | 2,400,000.00 | |||||
| $ | 6.00 | 700 | % | $ | 2,800,000.00 | |||||
| 1) | Payouts will be interpolated for actual EPS Growth Rate achieved. |
PSA Value:
| • | KEEPs is a one-time special Long Term Incentive. |
| • | Targeted PSA values for differing levels of EPS achievement will be established at the beginning of the performance period (500% - 700% of 2014 base salary). |
| • | No PSA will be granted at the beginning of the performance period. Rather, performance will be assessed and awards granted based on the achievement of EPS goals set forth in the schedule above. |
| • | Cash value of award is equal to [2014 base salary x KEEPs target as % of 2014 base salary]. |
Vesting:
| • | If the performance criterion is achieved, awards as determined by the Board will be granted and immediately vested. |
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Performance Metric:
| • | The Committee has established an EPS performance level scale which must be achieved for the year ending December 31, 2016 as illustrated in the table above. |
Performance Range:
| • | This PSA is based upon achieving pre-established EPS goals set forth by the Committee. Currently this range is from $5.00 per share at the threshold, to $6.00 per share at the maximum. In the event these goals are achieved, PSA’s equal to the achieved EPS performance amount will be issued to participants. If the EPS is below $5.00 per share, the PSA’s will not be granted. |
Specific terms and calculations related to the Long Term Incentive (LTI)
The following sets forth the definition of specific terms and calculations related to the Long Term Incentive (LTI).
| Term/Calculation | Definition | |
| Base Pay | This is the annual base salary. | |
| Company | The Company is Stewart Information Services Corporation and its subsidiaries. | |
| Circuit Breaker | Circuit Breaker is the minimum corporate performance that must be achieved in order to receive the specified compensation. | |
| Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) | EBITDA metric is calculated by adding back interest expense, depreciation expense and amortization expense to pretax earnings. The source of data is the System of Record. | |
| Earnings Per Share (EPS) | Earnings Per Share (EPS) is the Diluted EPS attributable to Stewart as reported annually in the Form 10-K. Metric attainment shall be expressed as both SISCO’s EPS Compounded Annual Growth Rate (for the purposes of Performance Share vesting) and absolute value (for the purposes of the KEEPs award determination.) | |
| Maximum (Performance Level) | See Performance Level. | |
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| Term/Calculation | Definition | |
| Maximum Target Payout | The Maximum Target Payout is the maximum annual cash bonus that can be earned and paid under the LTI. It is calculated by multiplying the Target Payout by an agreed upon percentage as indicated in the Executive Compensation Plan Summary. | |
| Performance Goals | Performance Goals provide the threshold, target and maximum measurements that must be achieved in order to receive the related level of compensation. | |
| Performance Level | Performance Level represents the range of possible payout depending on performance driver for each metric. The payout range is defined as the Threshold (50% of Target) and Maximum (200% of Target). | |
| Performance Share Award (PSA) | Performance Share Award is share-based compensation that vests based on defined measures, which include corporate performance and time based measures. | |
| Restricted Stock Award (RSA) | Restricted Stock Award is share-based compensation that is restricted by time of service. | |
| System of Record | Hyperion Financial Management (HFM) is the system of record for all financial data unless otherwise stated. | |
| Target (Performance Level) | See Performance Level. | |
| Target Payout | Target Payout is the share-based bonus that can be earned under the LTI. Target Payout is distributed at the end of three years. Target Payout is calculated by multiplying Base Pay by an agreed upon percentage as indicated in the Executive Compensation Plan Summary. | |
| Threshold (Performance Level) | See Performance Level. | |
| Total Shareholder Return (TSR) | Total Shareholder Return is calculated by taking the difference between the Company’s end of year price per share and the beginning of year price per share and adding the Company dividend per share. Next, divide that sum by the Company’s beginning of year price per share. | |
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| Term/Calculation | Definition | |
| Total Shareholder Return (TSR) Ranking | Total Shareholder Return Ranking is determined by calculating the Company’s percentile ranking for Total Shareholder Return relative to the Russell 2000 Financial Services Index. The source of data is Bloomberg. | |
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