|
Delaware
|
001-11339
|
95-2492236
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CF
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
| · |
The
Committee approved an annual base salary of
$400,000.
|
| · |
The
Committee agreed to grant a cash bonus opportunity with respect to
the
2007 performance year under the Company’s Annual Incentive Plan at a
target bonus level of 60% of base salary. A bonus equal to a multiple
of
the target bonus percentage will be paid depending on the level of
goal
achievement as follows: less than threshold, 0%; threshold level,
50%;
target, 100%; and maximum level, 200%. The Committee also approved
a cash
bonus payment of $240,000 with respect to the 2006 performance year,
payable in March of 2007.
|
| · |
Effective
as of September 25, 2006, the Committee made the following pro-rated
grants of performance shares under the Company’s Long-Term Incentive Plan,
which was most recently approved by shareowners in
2003.
|
| · |
Effective
as of September 25, 2006, the Committee granted 35,070 stock appreciation
rights (“SARs”) under the Company’s Long-Term Incentive Plan. The SARs
will generally become exercisable in four equal annual installments
beginning September 25, 2007 and will generally expire
September 25, 2016. Upon exercise, each SAR entitles the holder to an
amount payable in stock, (and an amount of cash approximately equal
to the
income tax withholding obligation due upon exercise), equal in value
to
the difference between the value of the common stock at the time
of
exercise and the SAR’s; base price to be determined based upon the closing
price of the common stock on September 25, 2006. The form of the
Stock Appreciation Rights Award Letter for Senior Officers is filed
as
Exhibit 10(b)(2) to the Company’s Current Report on Form 8-K filed
March 10, 2005 and incorporated herein by
reference.
|
| · |
The
Committee agreed to grant Mr. Corsi long-term incentive awards in
2007
with a grant value of at least $318,000 under the Company’s Long-Term
Incentive Plan. It is expected that such award will be comprised
of
approximately 75% performance shares and 25% SARs (exercisable in
four
equal installments).
|
| · |
Effective
as of September 25, 2006, the Committee granted 6,500 restricted
stock
units under the Company’s Long-Term Incentive Plan. The restricted stock
units generally vest in three equal annual installments beginning
September 25, 2007.
|
| · |
Effective
as of September 25, 2006, the Committee approved an allocation in
the
amount of $500,000 to Mr. Corsi’s account under the Company’s
Deferred Compensation Plan for Officers. This amount will vest in
five
equal annual installments beginning September 25,
2007.
|
| · |
Mr.
Corsi will also receive an Employment Continuation Agreement, standard
for
Executive Vice Presidents with terms as outlined under Item 1.01
above.
|
|
|
PROTECTIVE
LIFE CORPORATION
|
|
|
By/s/Steven
G. Walker
|
|
|
Steven
G. Walker
|
|
|
Senior
Vice President, Controller
and
Chief Accounting Officer
|