a5490184.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report
(Date
of earliest event reported)
September
7, 2007
THE
COMMERCE GROUP, INC.
(Exact
name of registrant as specified in its charter)
Massachusetts
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001-13672
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04-2599931
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
211
Main Street, Webster, Massachusetts 01570
(Address
of principal executive
offices) (Zip
Code)
Registrant’s
telephone number, including area code: (508)
943-9000
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
communications 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))
The
Commerce Group, Inc.
Form
8-K
September
11, 2007
Section
5. Corporate Governance and Management
Item
5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On
September 7, 2007, The Commerce Group, Inc. (the “Company”) entered into
employment agreements with its executive officers. Each agreement is for a
term
of three years, with automatic one year extensions, unless advance notice of
non-renewal is provided by either party. If, during the term of the agreement,
an executive resigns for good reason or the Company involuntary terminates
the
executive’s employment without cause, as those terms are defined in the
agreement, then the executive officer will be entitled to receive from the
Company a cash payment equal to 150% of the sum of the executive’s annual base
salary as of separation date plus an “RSU Amount”, as discussed
below.
If,
during
the term of the agreement, the resignation for good reason or involuntary
termination without cause occurs within three years of a change of control,
as
defined in the agreement, then the executive officer will be entitled to receive
from the Company a cash payment equal to 300% of the sum of the executive’s
annual base salary as of separation date plus an RSU Amount.
If
the
executive resigns for good reason or the Company involuntary terminates an
executive’s employment without cause, whether or not involving a change of
control, and the executive is entitled to the benefits described above, then
the
executive will be subject to a one year non-compete and non-solicitation
agreement, as detailed in the agreement. Each agreement also contains a
provision for gross-up payments under IRS Code Sections 409A and 4999 for
amounts pertaining to excise taxes or additional taxes imposed by these
sections.
The
employment agreement defines the “RSU Amount” as the value on the date of grant
of the executive’s 2007 Restricted Stock Unit Award, which the Company first
disclosed in a Form 8-K filed on February 23, 2007. Listed below are the number
of units of restricted stock granted to the Company’s Chief Executive Officer,
each of the Company’s executive vice presidents, and each other person who was a
named executive officers in the Company’s 2007 proxy statement. The Company’s
common stock closed at a value of $30.36 on February 16, 2007, the date the
Company granted the 2007 Restricted Stock Unit Awards.
Executive
Officer
|
Title
|
Restricted
Stock Units
|
Gerald
Fels
|
President
and Chief Executive Officer
|
98,503
|
James
A. Ermilio
|
Executive
Vice President
|
46,059
|
Lawrence
R. Pentis
|
Executive
Vice President
|
39,526
|
Arthur
J. Remillard, III
|
Executive
Vice President
|
36,560
|
Randall
V. Becker
|
Senior
Vice President and Chief Financial Officer
|
29,918
|
John
W. Hawie
|
Senior
Vice President
|
26,395
|
A
copy of
the form of the employment agreement is attached as Exhibit 10.47 to this Form
8-K.
Section
9. Financial Statements and Exhibits
Item
9.01 Financial Statements and
Exhibits
(d)
Exhibits
10.47 Form
of Employment Agreement
SIGNATURE
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.
|
THE
COMMERCE GROUP, INC.
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|
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September
11, 2007 |
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|
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/s/
Robert E. McKenna
|
|
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Robert
E. McKenna
|
|
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Vice
President, Treasurer and Chief Accounting Officer
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