Old Republic International Corporation
09/19/2024 | Press release | Distributed by Public on 09/19/2024 15:12
Management Change/Compensation Form 8 K
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 18, 2024, Old Republic International Corporation (the "Company") adopted the Old Republic International Corporation Nonqualified Deferred Compensation Plan (the "Plan"), effective as of January 1, 2025. The Plan constitutes an unfunded, nonqualified deferred compensation plan that is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). Participation in the Plan is limited to a select group of management and highly compensated employees of the Company and its subsidiaries who are designated as eligible to participate.
Deferral and distribution elections will be made in accordance with the terms of the Plan and Section 409A. Participant contributions will be fully vested at all times. At its sole discretion, the Company may credit participant accounts with contributions from the Company. The amount credited to each participant's account shall be adjusted for hypothetical investment earnings, expenses, gains or losses in an amount equal to the earnings, expenses, gains or losses attributable to the investment options selected by the participant.
The obligations of the Company under the Plan represent at all times an unfunded and unsecured promise to pay money in the future. Each participant in the Plan is an unsecured general creditor of the Company with respect to deferred compensation obligations. Any amounts set aside to defray the liabilities assumed by the Company will remain the general, unpledged unrestricted assets of the Company. Neither a participant nor a participant's beneficiary will have the right to alienate, anticipate, commute, pledge, encumber, or assign any of the payments which he or she may expect to receive, contingently or otherwise, under the Plan, except the right to designate a beneficiary to receive death benefits provided thereunder.
The foregoing summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.