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): December 24,
2008
INVESTORS
TITLE COMPANY
(Exact
Name of Registrant as Specified in Charter)
| North
Carolina |
0-11774 |
56-1110199 |
| (State or Other
Jurisdiction |
(Commission File
Number) |
(IRS Employer
Identification No.) |
| of
Incorporation) |
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121 North Columbia Street,
Chapel Hill, North
Carolina
27514
(Address of Principal Executive
Offices)
(Zip Code)
Registrant's
telephone number, including area code: (919)
968-2200
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:
[
] 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 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On December 24, 2008, the Compensation
Committee of our Board of Directors approved the amendment and restatement,
effective January 1, 2009, of our (i) Non-Qualified Supplemental Retirement
Benefit Plan and (ii) Non-Qualified Deferred Compensation Plan. Each
of the amended and restated plans was amended to bring it into compliance with
Section 409A of the Internal Revenue Code, and to permit a special 2008
distribution election as permitted under Section 409A. The special
distribution election provides that each participant may elect, no later than
December 31, 2008, to receive a one-time lump sum distribution on January 15,
2009 of all amounts in the participant’s account. Our Non-Qualified
Deferred Compensation Plan was also amended to terminate all company
contributions under the plan beginning January 1, 2009.
On December 24, 2008, the Compensation
Committee also approved the amendment and restatement, effective January 1,
2009, of the existing employment agreements with J. Allen Fine, James A. Fine,
Jr. and W. Morris Fine. Each of the employment agreements was amended
and restated to bring it into compliance with Section 409A and to clarify
certain provisions related to amounts payable by us in the event of
death. In connection with the termination of our contributions under
the Non-Qualified Deferred Compensation Plan, as described above, the employment
agreements were also amended to provide for an annual cash payment by us to each
executive officer equal to the amount that we would have contributed to the
officer’s account under our Section 401(k) Plan if such contributions were not
limited by the federal tax laws, less the amount of any contributions that we
actually make to the officer’s account under such plan.
As amended and restated, the employment
agreements also provide for specified minimum payments to the executive officers
in the event of (i) disability or retirement, (ii) a termination by us without
cause, or (iii) a termination by the officer for good reason or due to a change
in control (each, a “Termination Event”). Before the amendments, in
the event of a Termination Event, each executive officer was entitled to receive
certain payments based on a multiple of the officer’s base salary at the time of
termination and average bonus compensation for the three years preceding
termination, all as previously disclosed in our proxy statements filed with the
SEC. As amended and restated, the employment agreements provide that
such payments may not be less than a specified minimum amount, which amount was
set based on each officer’s current base salary and average bonus compensation
for the last three years.
On
December 24, 2008, the Compensation Committee also approved a Death Benefit Plan
Agreement with W. Morris Fine. Upon recommendation of the
Compensation Committee, we and Mr. Fine entered into the Death Benefit Plan
Agreement effective as of January 1, 2009. The Death Benefit Plan
Agreement provides that, in the event of Mr. Fine’s death while employed by us,
we will pay his designated beneficiary within 60 days of his death a lump sum
amount equal to the sum of:
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(1)
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three
times his then current base salary (but not less than
$766,680);
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(2)
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three
times his average bonus compensation during the preceding three years (but
not less than $1,015,000); and
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(i)
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three
times his then current base salary (but not less than
$766,680);
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(ii)
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three
times his average bonus compensation during the preceding three years (but
not less than $1,015,000);
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(iii)
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the
cost of continued participation in our health insurance plans by his wife
until her death; and
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(iv)
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the
cost of continued participation in our health insurance plans by his
dependent children until they are no longer dependent;
and
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(b)
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increased
by the amounts accrued on our books as of the date of death for the items
described in item (3)(a) above.
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On
December 24, 2008 the Compensation Committee approved the amendment and
restatement of the existing Death Benefit Plan Agreements with J. Allen Fine and
James A. Fine, Jr., which agreements were subsequently entered into by us
effective January 1, 2009. As amended and restated, the Death Benefit
Plan Agreement with James A. Fine, Jr. is substantially similar to W. Morris
Fine’s Death Benefit Plan Agreement, as described above.
As amended
and restated, the Death Benefit Plan Agreement with J. Allen Fine provides that,
in the event of his death while employed by us, we will pay Mr. Fine’s
designated beneficiary within 60 days of his death a lump sum amount equal to
the sum of:
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(1)
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three
times his then current base salary (but not less than $910,000);
and
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(2)
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three
times his average bonus compensation during the preceding three years (but
not less than $1,055,000).
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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.
INVESTORS TITLE COMPANY
Date: December
30,
2008 By: /s/ James A.
Fine,
Jr.
James A. Fine, Jr.
President, Treasurer and
Chief Financial
Officer