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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 16, 2009, the compensation committee of the board of directors of Cincinnati Financial Corporation approved the form of agreement and granted incentive compensation awards for 2009 under the Annual Incentive Compensation Plan of 2009. A copy of the complete Plan is included in the 2009 Shareholder Meeting Notice and Proxy Statement, Appendix A, Page 49.
The incentive compensation awards can be earned only if performance targets established for 2009 are achieved. The committee will meet in early 2010 to determine a) if the performance targets were achieved and b) if the committee believes the awards are appropriate in light of then-current circumstances. The committee established maximum amounts of incentive compensation that may be earned in 2009 pursuant to such grants of $400,000 for Kenneth W. Stecher, president and chief executive officer, and $200,000 for Steven J. Johnston, chief financial officer, secretary and treasurer. The awards are granted subject to shareholder approval of the Annual Incentive Compensation Plan of 2009 at the 2009 Annual Meeting of Shareholders on May 2, 2009.
Item 9.01 Financial Statements and Exhibits.
(c)
Exhibits
Exhibit 10.1 – Form of agreement for use with Incentive Compensation Plan of 2009
Exhibit 10.2 – 2009 incentive compensation award agreement for Kenneth W. Stecher
Exhibit 10.3 – 2009 incentive compensation award agreement for Steven J. Johnston
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.
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CINCINNATI FINANCIAL CORPORATION |
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Date: March 20, 2009 |
/S/ Steven J. Johnston |
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Steven J. Johnston, MAAA, FCAS, CFA |
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Chief Financial Officer, Senior Vice President, Secretary and Treasurer
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Exhibit 10.1
CINCINNATI FINANCIAL CORPORATION
ANNUAL INCENTIVE COMPENSATION PLAN OF 2009
PERFORMANCE-BASED AWARD
CINCINNATI FINANCIAL CORPORATION (the Company) hereby grants to the associate identified below (the Participant) an award in the form of a cash bonus in the amount indicated below under the Cincinnati Financial Corporation Annual Incentive Compensation Plan of 2009 (the Plan), to be payable only upon achievement the Performance Goal during the Performance Period as specified below. A copy of the complete Plan is included in the 2009 Shareholder Meeting Notice and Proxy Statement, Appendix A, Page 49. The Compensation Committee of the Board of Directors (Committee) retains complete negative discretion (within the meaning of the applicable rules of the Internal Revenue Service under Section 162(m) of the Code) to reduce the amount of or eliminate part or all of the Award otherwise earned by the Participant upon the attainment of the Performance Goal in light of factors deemed appropriate by the Committee.
This award is forfeited if the Participant’s employment with the Company terminates for any reason other than death or retirement during the Performance Period. If the Participant terminates employment with the Company due to death or retirement during the Performance Period and the Performance Goal is satisfied, the Participant may be entitled to the payment of the Award at the discretion of the Committee. In no event shall the Award be paid later than two months and fifteen days following the close of the calendar year in which the Performance Goal is satisfied.
This award is subject to the terms of the “Award Information” section below, all in accordance with and subject to the terms and conditions of the Plan, which the Participant expressly accepts.
AWARD INFORMATION :
Participant Name: __________________________________________________
Maximum Award Amount: $____________
Award Date: ____________________________________, 20__
Performance Period: Calendar Year Ending December 31, 20__
Performance Goal: Value Creation Ratio* compared to Peer Group*
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Vesting Level |
Performance Target |
Award Level |
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Threshold |
Value Creation Ratio equals or exceeds ___ percentile of Peer Group |
$_______ |
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Target |
Value Creation Ratio equals or exceeds ___ percentile of Peer Group |
$_______ |
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Maximum |
Value Creation Ratio equals or exceeds ___ percentile of Peer Group |
$_______ |
* As defined by the Plan
IN WITNESS WHEREOF, this award has been duly executed as of the Award Date specified above.
CINCINNATI FINANCIAL CORPORATION
By: _______________________________________
ACCEPTED:
_________________________________________
Participant
Exhibit 10.2
CINCINNATI FINANCIAL CORPORATION
ANNUAL INCENTIVE COMPENSATION PLAN OF 2009
PERFORMANCE-BASED AWARD
CINCINNATI FINANCIAL CORPORATION (the Company) hereby grants to the associate identified below (the Participant) an award in the form of a cash bonus in the amount indicated below under the Cincinnati Financial Corporation Annual Incentive Compensation Plan of 2009 (the Plan), to be payable only upon achievement the Performance Goal during the Performance Period as specified below. A copy of the complete Plan is included in the 2009 Shareholder Meeting Notice and Proxy Statement, Appendix A, Page 49. The Compensation Committee of the Board of Directors (Committee) retains complete negative discretion (within the meaning of the applicable rules of the Internal Revenue Service under Section 162(m) of the Code) to reduce the amount of or eliminate part or all of the Award otherwise earned by the Participant upon the attainment of the Performance Goal in light of factors deemed appropriate by the Committee.
This award is forfeited if the Participant’s employment with the Company terminates for any reason other than death or retirement during the Performance Period. If the Participant terminates employment with the Company due to death or retirement during the Performance Period and the Performance Goal is satisfied, the Participant may be entitled to the payment of the Award at the discretion of the Committee. In no event shall the Award be paid later than two months and fifteen days following the close of the calendar year in which the Performance Goal is satisfied.
This award is subject to the terms of the “Award Information” section below, all in accordance with and subject to the terms and conditions of the Plan, which the Participant expressly accepts.
AWARD INFORMATION :
Participant Name: Kenneth W. Stecher
Maximum Award Amount: $400,000
Award Date: March 16, 2009
Performance Period: Calendar Year Ending December 31, 2009
Performance Goal: Value Creation Ratio* compared to Peer Group*
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Vesting Level |
Performance Target |
Award Level |
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Threshold |
Value Creation Ratio equals or exceeds 37.5 th percentile of Peer Group |
$100,000 |
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Target |
Value Creation Ratio equals or exceeds 50 th percentile of Peer Group |
$200,000 |
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Maximum |
Value Creation Ratio equals or exceeds 75 th percentile of Peer Group |
$400,000 |
* As defined by the Plan
IN WITNESS WHEREOF, this award has been duly executed as of the Award Date specified above.
CINCINNATI FINANCIAL CORPORATION
By: ______________________________________
ACCEPTED:
_________________________________________
Participant
Exhibit 10.3
CINCINNATI FINANCIAL CORPORATION
ANNUAL INCENTIVE COMPENSATION PLAN OF 2009
PERFORMANCE-BASED AWARD
CINCINNATI FINANCIAL CORPORATION (the Company) hereby grants to the associate identified below (the Participant) an award in the form of a cash bonus in the amount indicated below under the Cincinnati Financial Corporation Annual Incentive Compensation Plan of 2009 (the Plan), to be payable only upon achievement the Performance Goal during the Performance Period as specified below. A copy of the complete Plan is included in the 2009 Shareholder Meeting Notice and Proxy Statement, Appendix A, Page 49. The Compensation Committee of the Board of Directors (Committee) retains complete negative discretion (within the meaning of the applicable rules of the Internal Revenue Service under Section 162(m) of the Code) to reduce the amount of or eliminate part or all of the Award otherwise earned by the Participant upon the attainment of the Performance Goal in light of factors deemed appropriate by the Committee.
This award is forfeited if the Participant’s employment with the Company terminates for any reason other than death or retirement during the Performance Period. If the Participant terminates employment with the Company due to death or retirement during the Performance Period and the Performance Goal is satisfied, the Participant may be entitled to the payment of the Award at the discretion of the Committee. In no event shall the Award be paid later than two months and fifteen days following the close of the calendar year in which the Performance Goal is satisfied.
This award is subject to the terms of the “Award Information” section below, all in accordance with and subject to the terms and conditions of the Plan, which the Participant expressly accepts.
AWARD INFORMATION :
Participant Name: Steven J. Johnston
Maximum Award Amount: $200,000
Award Date: March 16, 2009
Performance Period: Calendar Year Ending December 31, 2009
Performance Goal: Value Creation Ratio* compared to Peer Group*
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Vesting Level |
Performance Target |
Award Level |
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Threshold |
Value Creation Ratio equals or exceeds 37.5 th percentile of Peer Group |
$50,000 |
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Target |
Value Creation Ratio equals or exceeds 50 th percentile of Peer Group |
$100,000 |
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Maximum |
Value Creation Ratio equals or exceeds 75 th percentile of Peer Group |
$200,000 |
* As defined by the Plan
IN WITNESS WHEREOF, this award has been duly executed as of the Award Date specified above.
CINCINNATI FINANCIAL CORPORATION
By: _____________________________________
ACCEPTED:
_________________________________________
Participant