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)     March 22, 2013
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AmTrust Financial Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware                001-33143                04-3106389

(State or other jurisdiction        (Commission            IRS Employer
of incorporation)            File Number)            Identification No.)

59 Maiden Lane, 6 th Floor, New York, New York            10038

(Address of principal executive offices)                (Zip Code)

Registrant’s telephone number, including area code    (212) 220-7120
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(Former name or former address, if changed since last report.)

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 ( see General Instruction A.2. below):

[ ]
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 240.133-4 (c))




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 22, 2013, AmTrust Financial Services, Inc. (the “Company”) entered into amendments approved by the Compensation Committee of its Board of Directors to its employment agreements with Barry D. Zyskind, the Company’s President and Chief Executive Officer, Michael J. Saxon, the Company’s Chief Operating Officer, and Christopher M. Longo, the Company’s Chief Information Officer.

The amendment to Mr. Zyskind’s employment agreement increases the cap for his annual profit bonus from three times to four times Mr. Zyskind’s salary. The amendments to Mr. Saxon’s and Mr. Longo’s respective employment agreements redefine the term “Profit,” as used in the calculation of each of their Profit Bonus, to exclude gains or losses on life settlement contracts (exclusive of non-controlling interest, net of tax). These amendments will be in effect for each of Mr. Zyskind’s, Mr. Saxon’s and Mr. Longo’s 2013 annual profit bonus, but do not impact any bonuses from any prior years.

The description of the amendments is qualified in its entirety by reference to the full text of the amendments, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.
 
Description
 
 
 
10.1
 
Second Amendment to Employment Agreement, dated March 22, 2013, by and between the Company and Barry D. Zyskind.

10.2
 
Amendment No. 3 to Employment Agreement, dated March 22, 2013, by and between the Company and Michael J. Saxon.

10.3
 
Amendment No. 3 to Employment Agreement, dated March 22, 2013, by and between the Company and Christopher M. Longo.





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.


AmTrust Financial Services, Inc.
---------------------------------------------------------------
(Registrant)

Date    March 22, 2013
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/s/ Stephen Ungar
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Stephen Ungar
General Counsel and Secretary
















Exhibit 10.1

SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT

This Second Amendment (the “ Amendment ”), dated as of March 22, 2013, to the Employment Agreement dated January 1, 2005, as amended on October 6, 2010 (the “ Agreement ”) is made by and between AmTrust Financial Services, Inc., 59 Maiden Lane, 6 th floor, New York, New York, a Delaware corporation (the “ Company ”) and Barry D. Zyskind (“ Executive ”).

WHEREAS, the Agreement has been in effect since January 1, 2005;

WHEREAS, pursuant to the Agreement, Executive’s current Employment Term terminates on December 31, 2015;

WHEREAS, the Company, under Executive’s leadership, became a public company in 2006 and has achieved significant growth in premiums, book value, assets, net income, and earnings per share;

WHEREAS, the Company has made several successful acquisitions, which have enabled the Company to successfully enter into new lines of business and to achieve growth in its legacy businesses;

WHEREAS, the Company has achieved excellent loss ratios and expense ratios;

WHEREAS, the Company has added approximately 2,000 employees during the Executive’s Employment Term;

WHEREAS, the Company and Executive wish to amend the Agreement to adjust the Profit Bonus cap from three to four times Executive’s salary; and

WHEREAS, this Amendment reflects changes authorized by the Company’s Compensation Committee of the Board of Directors at its meeting in March 2013.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and Executive agree to amend the Agreement as follows:

1.
Section 4, Bonuses, is amended by deleting (a) and inserting in lieu thereof the following:

(a) Annual Profit Bonus. Provided that the pre-tax profit of Company equals or exceeds the threshold profit for the subject Fiscal Year set forth herein, Company shall pay Executive an amount equal to two percent (2%) of the Company’s pre-tax profit for each Fiscal Year or portion thereof (including, for avoidance of doubt, the full 2013 Fiscal Year) during the Employment Term,

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subject to a maximum amount equal to four times Executive’s Salary as of the end of the Fiscal Year. For purposes of computing the Profit Bonus, profit means Company’s revenues less expenses determined in accordance with generally accepted accounting principles on a consistent basis. The Annual Profit Bonus for each Fiscal Year shall be paid on or before March 30 following the Fiscal Year for which such Annual Profit Bonus was earned. The threshold profit for each Fiscal Year of the Employment Term shall be $75 million.

The threshold profit for Successive Employment Terms shall be determined by the Board or the compensation committee thereof, provided that the threshold profit for any Fiscal Year may not be increased by more than 10% from the threshold profit for the prior Fiscal Year without the express written consent of Executive.

The Profit Bonus to which the Executive may be entitled under this Section 4 shall be made and subject to the terms of the Amended and Restated AmTrust Financial Services, Inc. 2007 Executive Performance Plan.

2.
In all other respects, the Agreement shall remain in full force and effect in accordance with its terms.


IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the dates set forth below:

AMTRUST FINANCIAL SERVICES, INC.


By: /s/ Stephen Ungar                         Date: March 22, 2013
Name: Stephen Ungar
Title: Secretary and General Counsel


EXECUTIVE


/s/ Barry D. Zyskind                         Date: March 22, 2013
Name: Barry D. Zyskind


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Exhibit 10.2

AMENDMENT NO. 3 TO
EMPLOYMENT AGREEMENT

This Amendment No. 3 (“ Amendment ”), effective as of March 22, 2013 (the “ Effective Date ”), hereby amends the Employment Agreement dated March 1, 2010, as amended by Amendment No. 1 to Employment Agreement, dated November 3, 2010 and Amendment No. 2 to Employment Agreement, dated March 1, 2012 (the “ Agreement ”), by and between AmTrust Financial Services, Inc., 59 Maiden Lane, 6 th floor, New York, New York, a Delaware corporation (the “ Company ”) and Michael J. Saxon, an individual residing at 514 Brookstone Court, Copley, OH 44321 (“ Executive ”).

WHEREAS , the purpose of this Amendment is for the Executive and the Company to reflect Executive’s new salary, effective as of March 5, 2013 and to agree to a revision to the term “Profit” contained in Section 3(b) of the Agreement;

WHEREAS, this Amendment reflects changes authorized by the Company’s Compensation Committee of the Board of Directors at its meeting in March 2013.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and Executive agree to amend the Agreement as follows:

1.
Section 3 ( Compensation and Benefits ), subsection (a) of the Agreement is hereby amended to reflect Executive’s current salary of $700,000 per annum (the “ Salary ”).

2.
Section 3 ( Compensation and Benefits ) of the Agreement is hereby amended by deleting subsection (b) in its entirety and replacing it with the following:

(b)    Profit Bonus. (i) As of December 31 of each calendar year within the Employment Period, Executive shall receive an annual bonus equal to one percent (1%) of the Profit, as defined herein, of the Company for such calendar year (the “Profit Bonus”), provided that the Profit is no less than seventy-five (75%) percent of Profit Target, as defined herein (the “Bonus Threshold”). The Profit Bonus shall not exceed the Profit Bonus cap, which shall be the amount equal to (x) three times Executive’s then current Salary if the Profit is more than 110% of the Profit Target; (y) two times Executive’s then current Salary if the Profit is 110% or less, but greater than 100% of the Profit Target; and (z) Executive’s then current salary if the Profit is 100% or less, but equal to or greater than 75% of the Profit Target. For purposes of computing the Profit Bonus, “Profit” means the Company’s after-tax net income for the calendar year, excluding investment gains and losses, extraordinary and non-recurring income, and gain (loss) on life settlement contracts (exclusive of non-controlling interest, net of tax), as determined in accordance with generally accepted accounting principles on a consistent basis, including appropriate reserves, by the Company’s independent public accountants whose determination thereof shall be final, binding and conclusive. “Profit Target” means, for each calendar year in the

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Employment Period, the greater of the Profit for the preceding calendar year and the Base Line Profit. “Base Line Profit” means the Profit of the Company for the annual period ended December 31, 2009.

3.
All other provisions of the Agreement shall remain in effect in accordance with their terms.

AMTRUST FINANCIAL SERVICES, INC.


By: /s/ Stephen Ungar                         Date: March 22, 2013
Name: Stephen Ungar                        
Title:    General Counsel and Secretary


EXECUTIVE


/s/ Michael J. Saxon                         Date: March 20, 2013
Michael J. Saxon

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Exhibit 10.3

AMENDMENT NO. 3 TO
EMPLOYMENT AGREEMENT

This Amendment No. 3 (“ Amendment ”), effective as of March 22, 2013 (the “ Effective Date ”), hereby amends the Employment Agreement dated March 1, 2010, as amended by Amendment No. 1 to Employment Agreement, dated November 3, 2010 and Amendment No. 2 to Employment Agreement, dated March 1, 2012 (the “ Agreement ”), by and between AmTrust Financial Services, Inc., 59 Maiden Lane, 6 th floor, New York, New York, a Delaware corporation (the “ Company ”) and Christopher M. Longo, an individual residing at 625 Club Drive, Aurora, OH 44202 (“ Executive ”).

WHEREAS , the purpose of this Amendment is for the Executive and the Company to reflect Executive’s new salary, effective as of March 5, 2013 and to agree to a revision to the term “Profit” contained in Section 3(b) of the Agreement;

WHEREAS, this Amendment reflects changes authorized by the Company’s Compensation Committee of the Board of Directors at its meeting in March 2013.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and Executive agree to amend the Agreement as follows:

1.
Section 3 ( Compensation and Benefits ), subsection (a) of the Agreement is hereby amended to reflect Executive’s current salary of $600,000 per annum (the “ Salary ”).

2.
Section 3 ( Compensation and Benefits ) of the Agreement is hereby amended by deleting subsection (b) in its entirety and replacing it with the following:

(b)    Profit Bonus. (i) As of December 31 of each calendar year within the Employment Period, Executive shall receive an annual bonus equal to one percent (1%) of the Profit, as defined herein, of the Company for such calendar year (the “Profit Bonus”), provided that the Profit is no less than seventy-five (75%) percent of Profit Target, as defined herein (the “Bonus Threshold”). The Profit Bonus shall not exceed the Profit Bonus cap, which shall be the amount equal to (x) three times Executive’s then current Salary if the Profit is more than 110% of the Profit Target; (y) two times Executive’s then current Salary if the Profit is 110% or less, but greater than 100% of the Profit Target; and (z) Executive’s then current salary if the Profit is 100% or less, but equal to or greater than 75% of the Profit Target. For purposes of computing the Profit Bonus, “Profit” means the Company’s after-tax net income for the calendar year, excluding investment gains and losses, extraordinary and non-recurring income, and gain (loss) on life settlement contracts (exclusive of non-controlling interest, net of tax), as determined in accordance with generally accepted accounting principles on a consistent basis, including appropriate reserves, by the Company’s independent public accountants whose determination thereof shall be final, binding and conclusive. “Profit Target” means, for each calendar year in the

1



Employment Period, the greater of the Profit for the preceding calendar year and the Base Line Profit. “Base Line Profit” means the Profit of the Company for the annual period ended December 31, 2009.

3.
All other provisions of the Agreement shall remain in effect in accordance with their terms.


IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the dates set forth below:

AMTRUST FINANCIAL SERVICES, INC.


By: /s/ Stephen Ungar                         Date: March 22, 2013
Name: Stephen Ungar                        
Title:    General Counsel and Secretary


EXECUTIVE


/s/ Christopher M. Longo                     Date: March 20, 2013
Christopher M. Longo

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