Item
1.01 Entry into a Material Definitive Agreement
On
February 15, 2005, the Compensation Committee of the Board of Directors of
Bristol West Holdings, Inc. took the following actions regarding the
compensation of the Company’s executive officers who were named in the Summary
Compensation Table of Bristol West Holdings, Inc.’s 2003 10-K and the executive
officers who are expected to be named in the Summary Compensation Table of
Bristol West Holdings, Inc.’s 2005 Proxy Statement:
2005
Base Salaries. The
Compensation Committee approved the 2005 base salaries of the Company’s named
executive officers, as follows: James R. Fisher, Chairman and Chief Executive
Officer ($700,000); Jeffrey J. Dailey ($390,000); Simon J. Noonan, Senior Vice
President, Actuarial/Product ($294,668); Craig E. Eisenacher, Chief Financial
Officer ($281,875); and James R. Sclafani, Senior Vice President, Claims
($293,550). The base salaries of Mr. Fisher and Mr. Dailey were not increased
from their 2004 levels.
Annual
Incentive Compensation Earned in 2004. The
Compensation Committee approved annual incentive bonus awards earned during 2004
that will be paid in 2005 to the named executive officers under the Company’s
annual Incentive Compensation Program. The bonus awards were earned based upon
the executive’s position and responsibilities, the Company’s performance
relative to its earnings goals and other strategic objectives and the
executive’s individual performance. The amounts of the bonus awards are as
follows: Mr. Fisher ($250,000 in restricted stock); Mr. Dailey ($213,750 in
cash, $71,250 in restricted stock;) Mr. Noonan ($108,750 in cash; $36,250 in
restricted stock); Mr. Eisenacher ($90,000 in cash; $30,000 in restricted
stock); Mr. Sclafani ($56,250 in cash; $18,750 in restricted stock). The
restricted stock awards will cliff vest two years from the date of the grant,
subject to continuous employment with the Company. The restricted stock awards
will be made pursuant to the terms of a Restricted Stock Award Agreement, a form
of which is filed as Exhibit 10(a) to this Report and incorporated herein by
reference, and pursuant to the Company’s 2004 Stock Incentive Plan, which
previously was filed as Exhibit 10.18 to the Company’s Registration Statement
(File No. 333-111259) on Form S-1.
SIGNATURES
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 thereunto duly
authorized.
BRISTOL WEST
HOLDINGS, INC.
By: /s/ Craig E. Eisenacher
------------------------------
Name:
Craig E. Eisenacher
Title: Chief Financial Officer
Date: February
22, 2005