SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Assurant, Inc.
(Exact Name of Issuer as Specified in its Charter)
| Delaware | 39-1126612 | |
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
28 Liberty Street, 41st Floor
New York, NY 10005
(212) 859-7000
(Address, including zip code, and telephone number of Principal Executive Offices)
Assurant, Inc. 2017 Long Term Equity Incentive Plan
(Full Title of the Plan)
BART SCHWARTZ, ESQ.
Executive Vice President, Chief Legal Officer and Secretary
Assurant, Inc.
28 Liberty Street, 41st Floor
New York, NY 10005
Telephone: (212) 859-7063
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging Growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. | ☐ | |||
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
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Common Stock, $0.01 par value per share |
1,500,000(1) | $104.84(2) | $157,260,000(2) | $18,226.43(2) | ||||
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| (1) | Includes an aggregate of 1,500,000 shares to be issued pursuant to the grant or exercise of awards under the Assurant, Inc. 2017 Long Term Equity Incentive Plan (the “Plan”), including additional shares that may become issuable in accordance with the adjustment and anti-dilution provisions of such plans. |
| (2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h), based on the $104.84 per share average of the high and low sales prices of the Common Stock on the New York Stock Exchange on May 8, 2017. |
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the prospectus relating to the Plan is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”).
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference |
The following documents filed with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference into this Registration Statement:
(1) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on February 14, 2017;
(2) all other reports filed by the Company with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2016; and
(3) The description of Common Stock contained in Amendment No. 1 to the company’s Registration Statement on Form S-1, filed with the Commission on January 10, 2005, under the heading “Description of Share Capital,” including all amendments or reports filed for the purpose of updating such description.
All additional documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4. | Description of Securities. |
Not Applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Jessica M. Olich, who has given a legal opinion as to the validity of the securities being registered, is employed by the Company as Vice President, Corporate Counsel and Assistant Secretary, participates in the Plan and owns less than 1% of the shares of the Company’s common stock.
| Item 6. | Indemnification of Directors and Officers |
Section 145 of the Delaware General Corporation Law generally provides that directors and officers of Delaware corporations are entitled, under certain circumstances, to indemnification against expenses and liabilities (including attorneys’ fees) incurred as a result of suits brought against them in their capacity as a director or officer if they acted in good faith and in a manner they reasonably believed to be in (or not opposed to) the Company’s best interests, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. However, no indemnification may be made against expenses in respect of any claim, issue or matter as to which they are adjudged to be liable to the Company, unless and only to the extent that the court determines that they are fairly and reasonably entitled to indemnity for such expenses which the court deems proper. Any such indemnification may be made by the Company only as authorized in each specific case upon a determination by the Company’s stockholders, disinterested directors or independent legal counsel, as applicable, that indemnification is proper because the indemnitee has met the applicable standard of conduct.
The Company’s by-laws provide that the Company will indemnify its directors and officers to the fullest extent permitted by law who is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, by reason of the fact that he or she is an officer or director against liability and loss suffered and expenses reasonably incurred.
The Company currently maintains liability insurance for its directors and officers.
| Item 7. | Exemption from Registration Claimed. |
Not Applicable.
| Item 8. | Exhibits |
See Exhibit Index, which is incorporated herein by reference.
| Item 9. | Undertakings |
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities being offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on May 12, 2017.
| ASSURANT, INC. | ||
| By: | /s/ Alan B. Colberg | |
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Alan B. Colberg President and Chief Executive Officer |
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Each of the undersigned officers and directors of Assurant, Inc., a Delaware limited liability company, hereby constitutes and appoints Alan B. Colberg, Richard S. Dziadzio, and Bart R. Schwartz and each of them, severally, as his or her attorney-in-fact and agent, with full power of substitution and re-substitution, in his or her name and on his or her behalf, to sign in any and all capacities this Registration Statement and any and all amendments (including post-effective amendments) and exhibits to this Registration Statement and any and all applications and other documents relating thereto, with the U.S. Securities and Exchange Commission, with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated.
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Signature |
Title |
Date | ||
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/s/ Alan B. Colberg Alan B. Colberg |
President, Chief Executive Officer and Director (Principal Executive Officer) | May 12, 2017 | ||
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/s/ Richard S. Dziadzio Richard S. Dziadzio |
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | May 12, 2017 | ||
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/s/ John A. Sondej John A. Sondej |
Senior Vice President and Controller (Principal Accounting Officer) | May 12, 2017 | ||
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/s/ Elaine D. Rosen Elaine D. Rosen |
Non-Executive Chair of the Board | May 12, 2017 | ||
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/s/ Howard L. Carver Howard L. Carver |
Director | May 12, 2017 | ||
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/s/ Juan N. Cento Juan N. Cento |
Director | May 12, 2017 | ||
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/s/ Elyse Douglas Elyse Douglas |
Director | May 12, 2017 | ||
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/s/ Lawrence V. Jackson Lawrence V. Jackson |
Director | May 12, 2017 | ||
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/s/ Charles J. Koch Charles J. Koch |
Director | May 12, 2017 | ||
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/s/ Jean-Paul L. Montupet Jean-Paul L. Montupet |
Director | May 12, 2017 | ||
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/s/ Paul J. Reilly Paul J. Reilly |
Director | May 12, 2017 | ||
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/s/ Robert W. Stein Robert W. Stein |
Director | May 12, 2017 | ||
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
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Exhibit
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Description |
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| 4.1 | Amended and Restated Certificate of Incorporation of Assurant, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Periodic Report on Form 8-K, originally filed on May 12, 2017). | |
| 4.2 | Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company’s Periodic Report on 8-K, originally filed on May 12, 2017). | |
| 5.1 | Opinion of Jessica M. Olich regarding the legality of the securities being registered. | |
| 10.1 | Form of Restricted Stock Unit Award Agreement for Time-Based Awards for Directors under the Assurant Long, Inc. 2017 Long Term Equity Incentive Plan (effective as of May 12, 2017) | |
| 23.1 | Consent of Jessica M. Olich (included in Exhibit 5.1). | |
| 23.2 | Consent of PricewaterhouseCoopers LLP. | |
| 24.1 | Power of Attorney (included on the signature pages hereto). | |
Exhibit 5.1
Assurant, Inc.
28 Liberty Street
41st Floor
New York, New York 10005
May 12, 2017
Ladies and Gentlemen:
I have acted as corporate counsel for Assurant, Inc., a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) being filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and covering an additional 1,500,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company issuable by the Company pursuant to the Assurant, Inc. 2017 Long Term Equity Incentive Plan (the “Plan”). This opinion letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
I have examined the Plan, the Restated Certificate of Incorporation of the Company, the Amended and Restated By-Laws of the Company, records of proceedings of the Board of Directors of the Company deemed to be relevant to this opinion letter, the Registration Statement and other documents and agreements deemed necessary for purposes of expressing the opinion set forth herein. I also have made such further legal and factual examinations and investigations as I deemed necessary for purposes of expressing the opinion set forth herein.
This opinion letter is provided to the Commission for use solely in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon by any other person or for any other purpose without express written consent. No other opinion may be implied or inferred beyond that which is expressly stated below.
Based on the foregoing, it is my opinion that the shares of Common Stock covered by the Plan have been duly authorized and, when issued in accordance with the terms of the Plan, will be legally and validly issued, fully paid and non-assessable.
I consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Sincerely,
| /s/ Jessica M. Olich |
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Jessica M. Olich Vice President, Corporate Counsel and Assistant Secretary |
Exhibit 10.1
A S S U R A N T, I N C.
R E S T R I C T E D S T O C K U N I T A W A R D A G R E E M E N T
[ ] Time-Based Award for Directors
THIS AGREEMENT, dated as of [ ] , between Assurant, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).
In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:
1. Grant, Vesting and Forfeiture of Restricted Stock Units . (a) Grant . Subject to the provisions of this Award Agreement (this “Agreement”) and the provisions of the Assurant, Inc. 2017 Long Term Equity Incentive Plan (the “ Plan ”), the Company hereby grants to the Participant, as of [ ] (the “ Grant Date ”), [ ] Restricted Stock Units (the “ Restricted Stock Units ”), each with respect to one share of common stock of the Company, par value $0.01 per Share (“Common Stock”). All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan.
(b) Vesting during the Restriction Period . Subject to the terms and conditions of this Agreement, the Restricted Stock Units shall vest and shall no longer be subject to any restriction in three substantially equal annual installments (each, an “ Installment ”), with each Installment to vest on the date immediately preceding the date of the relevant annual meeting of the Company’s stockholders (each such annual meeting, an “ Annual Meeting ”) as set forth below:
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Vesting Dates (with respect to Annual Meetings) |
Vesting of Restricted
Stock Units (Installments) |
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Date immediately preceding date of the [ ] Annual Meeting |
1/3 | |
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Date immediately preceding date of the [ ] Annual Meeting |
1/3 | |
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Date immediately preceding date of the [ ] Annual Meeting |
1/3 |
provided , however that if an Annual Meeting has not occurred during the period commencing on January 1 and ending on June 30 of the calendar year in which such Annual Meeting is expected to occur, the Installment that would otherwise have vested on the date immediately preceding the date of such Annual Meeting shall instead vest on July 1 of such calendar year.
(c) Forfeiture; Cessation of Continuous Service . Upon the Participant’s cessation of Continuous Service for any reason other than Retirement (as defined below), death or Disability during the Restriction Period, all Restricted Stock Units still subject to restriction shall be forfeited. Notwithstanding the foregoing, (i) upon the Participant’s cessation of Continuous Service during the Restriction Period due to the Participant’s Retirement, the restrictions applicable to any Restricted Stock Units shall immediately lapse, and
such Restricted Stock Units shall become free of all restrictions and become fully vested; and (ii) upon the Participant’s cessation of Continuous Service during the Restriction Period due to death or Disability, the Participant shall vest in, and the Restriction Period shall terminate with respect to, a number of Restricted Stock Units equal to the excess, if any, of (A) the product of (x) the total number of Restricted Stock Units and (y) a fraction, the numerator of which is the number of full months in the Restriction Period from the Grant Date until the date of cessation of Continuous Service ( provided that, for this purpose, the month in which the Grant Date occurs shall be considered a full month) and the denominator of which is the total number of months in the Restriction Period over (B) the number of Restricted Stock Units that previously vested as of the cessation of Continuous Service without respect to this provision. For purposes of this Agreement, employment with, or the performance of services for, the Company shall include employment with, or the performance of services for, the Company’s Affiliates and its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates, or to continue to perform services for the Company or any of its Affiliates, or interfere in any way with the right of the Company or any such Affiliates to terminate the Participant’s employment or performance of services at any time. For purposes of this Agreement, “Retirement” shall mean the Participant’s “separation from service” (within the meaning of Section 409A of the Code) on or after the date on which the Participant has reached at least age 55 and completed at least 5 consecutive years of service on the Board.
2. Settlement of Units . Upon the date of the Participant’s “separation from service” (within the meaning of Section 409A of the Code) after the expiration of the Restriction Period, the Company shall deliver to the Participant or his or her personal representative, as soon as practicable after such date, and in no event later than 30 calendar days after such date, in book-position or certificate form, one Share that does not bear any restrictive legend for each vested Restricted Stock Unit.
3. Dividend Equivalents . The Participant shall have the right to receive Dividend Equivalents with respect to Shares underlying Restricted Stock Units that are outstanding under this Agreement. The Dividend Equivalents represent the right to receive an amount equal to the aggregate regular cash dividends that would have been paid to the Participant if the Participant had been the record owner, on each record date for a cash dividend during the period from the Grant Date through the date on which the applicable Restricted Stock Units are settled, cancelled or forfeited of a number of Shares equal to the applicable number of Restricted Stock Units that vest pursuant to this Agreement. The Dividend Equivalents shall be paid, in cash, at such time as the Shares underlying the Restricted Stock Units are settled in accordance with Section 2.
4. Nontransferability of the Restricted Stock Units . During the Restriction Period and until such time as the Restricted Stock Units are ultimately settled as provided in Section 2 above, the Restricted Stock Units and the Shares covered by the Restricted Stock Units shall not be transferable by the Participant by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise. Any purported or attempted transfer of such Shares or such rights shall be null and void.
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5. Rights as a Stockholder . During the Restriction Period, the Participant shall not be entitled to any rights of a stockholder with respect to the Restricted Stock Units (including, without limitation, any voting rights).
6. Adjustment; Change of Control . In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3.6 of the Plan or any applicable successor provision under the Plan. In the event of a Change of Control before the Restricted Stock Units vest, the restrictions applicable to the Restricted Stock Units shall be determined in accordance with Section 9.1 of the Plan, and shall be settled within 5 calendar days after any full acceleration of vesting following a Change of Control as specified in Section 9.1 of the Plan; provided, however , that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall not be settled upon such Change of Control unless the Change of Control constitutes a “change in control event” within the meaning of Section 409A of the Code and will instead be settled at such time as specified in Section 2.
7. Payment of Transfer Taxes, Fees and Other Expenses . The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares received by a Participant in connection with the Restricted Stock Units, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.
8. Taxes and Withholding . No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal, state, local, foreign income, employment or other tax purposes with respect to any Restricted Stock Units, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. The obligations of the Company under this Agreement shall be conditioned on compliance by the Participant with this Section 8, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant, including deducting such amount from the delivery of shares upon settlement of the Restricted Stock Units that gives rise to the withholding requirement.
9. Notices . Notices and other communications under this Agreement must be in writing and shall be given by hand delivery to the other party or by facsimile, overnight courier, or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Participant:
At the most recent address
on file at the Company.
If to the Company:
Assurant, Inc.
28 Liberty Street, 41st Floor
New York, New York 10005
Attention: Secretary
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or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with this Section 9. Notices and communications shall be effective when actually received by the addressee. Notwithstanding the foregoing, the Participant consents to electronic delivery of documents required to be delivered by the Company under the securities laws.
10. Effect of Agreement . This Agreement is personal to the Participant and, without the prior written consent of the Company, shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Participant’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
11. Laws Applicable to Construction; Consent to Jurisdiction . The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Delaware. In addition to the terms and conditions set forth in this Agreement, the Restricted Stock Units are subject to the terms and conditions of the Plan, which is hereby incorporated by reference.
12. Severability . If any one or more of the provisions contained in this Agreement are held to be invalid, illegal or unenforceable, the other provisions of this Agreement shall be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
13. Conflicts and Interpretation . In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, and (c) make all other determinations deemed necessary or advisable for the administration of the Plan. The Participant and the Company each acknowledges that this Agreement (together with the Plan) constitutes the entire agreement and supersedes all other agreements and understandings, both written and oral, among the parties or either of them, with respect to the subject matter hereof.
14. Amendment . The Company may modify, amend or waive the terms of the Restricted Stock Unit award, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair the rights of the Participant without his or her consent, except as required by applicable law, stock exchange rules, tax rules or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
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15. Section 409A of the Code . It is the intention of the Company that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code or (b) comply in all respects with the requirements of Section 409A of the Code and the regulations promulgated thereunder, such that no delivery of Shares pursuant to this Agreement will result in the imposition of taxation or penalties as a consequence of the application of Section 409A of the Code. Shares in respect of any Restricted Stock Units that (i) constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and (ii) vest as a consequence of the Participant’s cessation of Continuous Service shall not be delivered until the date that the Participant incurs a “separation from service” within the meaning of Section 409A of the Code (or, if the Participant is a “specified employee” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, the date that is six months following the date of such “separation from service”). If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding Section 14, make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant. Notwithstanding any provision of this Agreement or the Plan, in the event that any taxes or penalties are imposed on the Participant by reason of Section 409A of the Code, the Participant acknowledges and agrees that such taxes or penalties shall be the exclusive obligation of the Participant, and the Company shall have no liability therefor.
16. Headings . The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.
17. Counterparts . This Agreement may be executed in counterparts, which together shall constitute one and the same original.
IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Participant has hereunto set the Participant’s hand.
| ASSURANT, INC. |
| By: |
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| Robyn Price Stonehill |
| Executive Vice President and Chief Human Resources Officer |
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Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 14, 2017 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Assurant, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016.
/s/ PricewaterhouseCoopers LLP
New York, New York
May 12, 2017