Berkley Insurance Company
475 Steamboat Road, Greenwich, CT 06830
Proposal Form
Directors, Officers and Corporate Liability Insurance
CLAIMS MADE WARNING FOR APPLICATION: This Proposal Form is for a Claims Made Policy, relating to claims
made against the Insureds during the Policy Period or any Extended Reporting Period, if applicable.
DO 31505 (rev. 12-08) Page 1 of 4
Whenever printed in this Proposal Form, the terms in boldface type shall have the same meanings as indicated in the Policy. This Proposal
Form is to be completed with respect to the entire
Company. Company as used herein is defined to include the Parent Organization and
any Subsidiaries.
Name of Parent Organization
Street Address Suite
City County State Zip Code
Website Address (if applicable) Federal Employer Identification Number (FEIN)
The person designated as agent of the Company and of all Insured Persons to receive any and all notices from the Insurer or their
authorized representatives concerning this insurance:
Contact Name Title
E-mail Address Telephone Number Fax Number
Producer Information
Submitted by (Agency Name) Dated
Agent’s Name (Individual’s Name) Agent’s License Number
Current Insurance Information
1.
Provide the following information regarding the Company’s most recent insurance policies. If “None”, so state.
Type of Policy
Insurance Carrier
Expiration Date
Limit of Liability
Retention /
Deductible
Premium
Directors and Officers Liability:
None
$ $ $
Employment Practices Liability:
None
$ $ $
Fiduciary Liability:
None
$ $ $
Stock Ownership Information (Provide details to all “Yes” answers by attachment, when appropriate)
2.
Is the Company publicly held or a public reporting company under the Securities Exchange Act of 1934?
Yes No
If “Yes”, provide the following information regarding the Company’s outstanding common stock.
(a) What exchanges? (AMEX, NASDAQ, NYSE, OTCBB, Other):
(b) Ticker Symbol:
(c) Stock traded since (date of initial public offering):
(d) Total number of shares of stock outstanding:
(e) Number of shares of stock owned directly or beneficially by the Insured Persons:
3.
Does any shareholder, who does not have representation on the Company’s board of directors, own, or have the
right to own, directly and/or beneficially 25 percent or more of the Company’s outstanding common stock?
Yes No
4.
Within the last 12 months, has the Company received or is the Company aware of any actual or contemplated SEC
Rule 13d filing under the Securities Exchange Act of 1934?
Yes No
5.
Within the next 12 months, does the Company anticipate filing any Registration Statement with any Governmental
Authority for an offering of securities?
Yes No
Reset
BERKLEY INSURANCE COMPANY
DO 31505 (rev. 12-08) Page 2 of 4
General Information (Provide details to all “Yes” answers by attachment, when appropriate)
6. Form of organization:
Cooperative Corporation Joint Venture*
Limited Liability Corporation Nonprofit Partnership*
Sole Proprietorship / Individual Other:_________________________________________
*If a Partnership or Joint Venture, provide participation or ownership structure details by attachment.
7.
The Parent Organization has been in continuous operation since:
8.
(a) What is the Company’s Primary North American Industry Classification System (NAICS) Code?
(b) Describe the Company’s nature of operations:
9.
(a) Within the last 12 months, has the Company been involved in any merger, consolidation, acquisition, tender
offer, or divestment?
Yes No
(b) Within the next 12 months, is the Company considering any merger, consolidation, acquisition, tender offer, or
divestment?
Yes No
10.
Which of the following professional services does the Company offer for others for a fee? If “None”, so state.
None
Consulting Investment Advisor Real Estate Agent / Broker Other:_________________
Data Processing Insurance Agent / Broker Securities Broker / Dealer
11.
Is the Company engaged in any of the following activities? If “None”, so state.
None
Captive Insurance Company operations Insurance Company operations
Franchising Activities that fall under The Investment Company Act of 1940
General Partnership operations
12.
(a) Is the Company currently in bankruptcy?
Yes No
(b) Within the next 12 months, is the Company contemplating filing a petition for protection under the bankruptcy
code?
Yes No
13. Within the last 3 years, has there been any change (resignations, departures, retirements, etc.) in the position of the
Chairman of the Board, President, Chief Executive Officer or Chief Financial Officer?
Yes No
If “Yes”, provide the following details by attachment: Name of individual; date of change; and reason for change.
14. Indicate the formal written policies or procedures the Board of Directors has implemented that address the following
areas. If “None”, so state.
None
Audit Committee Insider Trading Related Party Transactions
Conflict of Interest Investor Communications Revenue Recognition
Employment Practices Merger / Tender Offer
Employee Information
15. (a) Number of employees: Do not include leased employees or independent contractors in numbers below.
Current Year: Full Time: Part Time:
(b) How many leased employees does the Company employ annually?
(c) How many independent contractors does the Company employ annually?
(d) What is the Company’s annual employee turnover rate for the last 12 months?
%
16.
Does the Company currently employ a full time Human Resources professional?
Yes No
17. Indicate which formal written policies and procedures have been implemented and attach a copy of each.
If “None”, so state.
None
Employee Handbook / Manual Anti-Harassment Policy, including
Employers with more than 50 Employees
Anti-Discrimination Policy –
Sexual Harassment
Family Medical Leave Act
Equal Employment Opportunity
Adherence to Employment “at-
California Employers Only
(EEO) Policy will” relationship with all Employees
California Family Rights Act
BERKLEY INSURANCE COMPANY
DO 31505 (rev. 12-08) Page 3 of 4
Litigation and Claim Information (Provide details to all “Yes” answers by attachment)
18.
During the last 5 years, has the Company or any of the Insured Persons been named as a party in any civil or
criminal action, administrative, arbitration, regulatory or investigative proceeding, or received any written demands
involving alleged violations of:
(a) federal or state copyright or patent laws or regulations?
Yes No
(b) federal or state security laws or regulations?
Yes No
(c) federal or state anti-trust or fair trade laws or regulations?
Yes No
19.
During the last 5 years, has the Company or any of the Insured Persons been named as a party in any other civil or
criminal action, administrative, arbitration, regulatory or investigative proceeding, or received any other written
demands for money or services that would otherwise be within the scope of this proposed insurance?
Yes No
20.
During the last 5 years, have any of the Insured Persons, as a director or officer of any other entity, been named as
a party in any civil or criminal action, administrative, arbitration, regulatory or investigative proceeding, or received
any demands involving alleged violations of federal or state security laws or regulations?
Yes No
21.
During the last 5 years, has any current or former employee or third party made any Claim, or otherwise alleged
discrimination, harassment, wrongful discharge and/or Wrongful Employment Acts against any Insured?
Yes No
A Claim is not limited to the filing of a lawsuit or complaint with the Equal Employment Opportunity Commission or
similar state or local agency. A Claim may also include a written demand by any current or former employee seeking
relief in connection with an employment-related dispute or grievance.
22.
Is the undersigned or any Insured Person proposed for this insurance aware of any fact, circumstance or situation
involving the Company or the Insured Persons that might reasonably be expected to result in a Claim?
Yes No
IF “YES” TO ANY PART OF QUESTIONS 18. THROUGH 22. PROVIDE FULL DETAILS FOR EACH ALLEGATION, EVEN IF THE MATTER
HAS BEEN SETTLED OR OTHERWISE RESOLVED, BY PROVIDING THE FOLLOWING INFORMATION FOR EACH ALLEGATION BY
ATTACHMENT:
(a) Allegation (b) Date claim first
made
(c) Paid damages/expenses including
attorneys’ fees
(d) Outstanding damages/expenses
including attorneys’ fees
(e) Total costs incurred
IT IS UNDERSTOOD AND AGREED THAT THE INSURER SHALL NOT BE LIABLE TO MAKE ANY PAYMENT FOR LOSS IN CONNECTION
WITH ANY CLAIM MADE AGAINST ANY INSURED BASED UPON, ARISING OUT OF, DIRECTLY OR INDIRECTLY RESULTING FROM OR
IN CONSEQUENCE OF, OR IN ANY WAY INVOLVING ANY LAWSUIT, ADMINISTRATIVE PROCEEDING, WRITTEN DEMAND, FACT,
CIRCUMSTANCE, OR SITUATION SET FORTH OR THAT SHOULD HAVE BEEN SET FORTH IN THE INSURED’S RESPONSE TO
QUESTIONS 18. THROUGH 22.
Documents Required
Provide details to all “Yes” answers by attachment.
All filings with the SEC within the past 12 months.
BERKLEY INSURANCE COMPANY
DO 31505 (rev. 12-08) Page 4 of 4
NOTICE TO COLORADO APPLICANTS: IT IS UNLAWFUL TO KNOWINGLY PROVIDE FALSE, INCOMPLETE, OR MISLEADING FACTS OR
INFORMATION TO AN INSURANCE COMPANY FOR THE PURPOSE OF DEFRAUDING OR ATTEMPTING TO DEFRAUD THE COMPANY.
PENALTIES MAY INCLUDE IMPRISONMENT, FINES, DENIAL OF INSURANCE, AND CIVIL DAMAGES. ANY INSURANCE COMPANY OR
AGENT OF AN INSURANCE COMPANY WHO KNOWINGLY PROVIDES FALSE, INCOMPLETE, OR MISLEADING FACTS OR INFORMATION
TO A POLICY HOLDER OR CLAIMANT FOR THE PURPOSE OF DEFRAUDING OR ATTEMPTING TO DEFRAUD THE POLICY HOLDER OR
CLAIMANT WITH REGARD TO A SETTLEMENT OR AWARD PAYABLE FROM INSURANCE PROCEEDS SHALL BE REPORTED TO THE
COLORADO DIVISION OF INSURANCE WITHIN THE DEPARTMENT OF REGULATORY AGENCIES.
NOTICE TO NEW MEXICO, PENNSYLVANIA APPLICANTS:
ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY
INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY
MATERIALLY FALSE INFORMATION OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT
MATERIAL THERETO COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SUBJECTS SUCH PERSON TO CRIMINAL AND
CIVIL PENALTIES.
NOTICE TO APPLICANTS OF KENTUCKY:
ANY PERSON WHO KNOWINGLY, AND WITH INTENT TO DEFRAUD ANY INSURANCE
COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE CONTAINING ANY MATERIALLY FALSE INFORMATION OR
CONCEALS, FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO COMMITS A
FRAUDULENT INSURANCE ACT, WHICH IS A CRIME.
NOTICE TO APPLICANTS OF MINNESOTA, NEW JERSEY, OHIO, AND OKLAHOMA:
ANY PERSON WHO KNOWINGLY, AND WITH INTENT
TO INJURE, DEFRAUDS OR DECEIVES ANY INSURER OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF
CLAIM FOR THE PROCEEDS OF AN INSURANCE POLICY CONTAINING ANY FALSE, INCOMPLETE, OR MISLEADING INFORMATION OR
CONCEALS FOR THE PURPOSE OF MISLEADING INFORMATION CONCERNING ANY FACT MATERIAL THERETO, IS GUILTY OF A FELONY
AND IS SUBJECT TO CRIMINAL AND CIVIL PENALTIES.
NOTICE TO MAINE, MASSACHUSETTS, TENNESSEE, VIRGINIA, AND WASHINGTON APPLICANTS:
IT IS A CRIME TO KNOWINGLY PROVIDE
FALSE, INCOMPLETE OR MISLEADING INFORMATION TO AN INSURANCE COMPANY FOR THE PURPOSE OF DEFRAUDING THE
COMPANY. PENALTIES INCLUDE IMPRISONMENT, FINES AND DENIAL OF INSURANCE BENEFITS.
NOTICE TO APPLICANTS OF FLORIDA:
ANY PERSON WHO KNOWINGLY AND WITH INTENT TO INJURE, DEFRAUD OR DECEIVE ANY
INSURER FILES A STATEMENT OF CLAIM OR AN APPLICATION CONTAINING ANY FALSE, INCOMPLETE, OR MISLEADING INFORMATION
IS GUILTY OF A FELONY OF THE THIRD DEGREE.
NOTICE TO ARKANSAS, DISTRICT OF COLUMBIA, LOUISIANA, MARYLAND, AND RHODE ISLAND APPLICANTS:
ANY PERSON WHO
KNOWINGLY PRESENTS A FALSE OR FRAUDULENT CLAIM FOR PAYMENT OF A LOSS OR BENEFIT OR KNOWINGLY PRESENTS FALSE
INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO FINES AND CONFINEMENT IN
PRISON.
NOTICE TO NEW YORK APPLICANTS:
ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY
OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE
INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO,
COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME, AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED
FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH VIOLATION.
Please Read Carefully
The undersigned, acting on behalf of all proposed Insureds, declare that the statements set forth herein are true and correct and that thorough
efforts have been made to obtain sufficient information from each Insured proposed for this insurance to facilitate the proper and accurate
completion of this Proposal Form.
The undersigned agree that the particulars and statements contained in the Proposal Form, any material submitted herewith, and any publicly
available information filed by the Company with the Securities and Exchange Commission within the 12 months prior to the Policy inception date,
are their representations and that they are material and are the basis of the insurance contract. The undersigned further agree that the Proposal
Form and any material submitted herewith shall be considered attached to and a part of the Policy. Any material submitted with the Proposal Form,
and material obtained from any publicly available information filed by the Company with the Securities and Exchange Commission within the 12
months prior to the Policy inception date, shall be maintained on file (either electronically or paper) with the Insurer and shall be deemed to be
attached hereto as if physically attached.
It is further agreed that:
if any significant change in the condition of the applicant is discovered between the date of this Proposal Form and the Policy inception date,
which would render this Proposal Form inaccurate or incomplete, notice of such change will be reported in writing to the Insurer immediately;
this Proposal Form has been completed as respects the entire
Company; and
the signing of this Proposal Form does not bind the undersigned to purchase the insurance.
Dated President, Chief Executive Officer, Chief Financial Officer, or equivalent position (Signature)
Title President, Chief Executive Officer, Chief Financial Officer, or equivalent position (Print Name)
This Berkley Insurance Company Proposal Form, including any material submitted herewith, shall be held in strictest confidence.
A POLICY CANNOT BE ISSUED UNLESS THE PROPOSAL FORM IS PROPERLY SIGNED AND DATED.
Please submit this Proposal Form including appropriate documentation to:
Monitor Liability Managers, LLC, 2850 West Golf Road, Suite 800, Rolling Meadows, IL 60008-4039
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