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PRIVATE COMPANY PROTECTION PLUS DIRECTORS AND OFFICERS & (Philadelphia Insurance Companies)

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APPLICATION FOR:
PRIVATE COMPANY PROTECTION PLUS
DIRECTORS AND OFFICERS & PRIVATE COMPANY LIABILITY INSURANCE
EMPLOYMENT PRACTICES LIABILITY INSURANCE
FIDUCIARY LIABILITY INSURANCE
NOTICE: THIS P
OLICY IS WRITTEN ON A CLAIMS MADE BASIS AND COVERS ONLY THOSE CLAIMS FIRST
MADE DURING THE POLICY PERIOD AND REPORTED IN WRITING TO THE UNDERWRITER PURSUANT TO
THE TERMS HEREIN. THIS POLICY PROVIDES A LIMIT OF LIABILITY AVAILABLE TO PAY JUDGMENTS OR
SETTLEMENTS THAT SHALL BE REDUCED BY AMOUNTS INCURRED AS DEFENSE COSTS. FURTHER
NOTE THAT DEFENSE COSTS PAID SHALL BE APPLIED AGAINST THE RETENTION AMOUNT.
INSTRUCTIONS
•
Whenever used in this Application the term Applicant shall mean the Named Corporation and its
wholly-owned/controlled Subsidiaries and their respective Directors, Officers, Trustees or
Governors.
• The Applicant is required to complete Sections 1 and 5.
• The Applicant should complete the other applicable Section(s) for which coverage is desired. (See chart
below)
Check Coverage
Desired
Application
Section
Requested
Limit
Requested
Retention
Requested Effective
Date
General Information
1
N/A
N/A
N/A
Directors & Officers
2
$
$
Employment Practices
3
$
$
Fiduciary Liability
4
$
$
General Summary
5
N/A
N/A
N/A
SECTION I – GENERAL INFORMATION
(The Applicant must complete this section.)
Name of Applicant:
Address:
Telephone:
Website Address: www.
Standard Industrial Classification (SIC) Code:
a.
Federal Employer Identification Number (FEIN):
Date established:
State of Incorporation:
Form of Incorporation (Inc., Ltd., LLC, etc.):
Please describe the nature of the Applicant’s operations:
PI-PRD-New App (09/06)
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© 2018 Philadelphia Consolidated Holding Corp.
08/2018
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The Officer of the Applicant designated to receive any and all notices from the
underwriter or their authorized representative concerning this insurance is:
Name:
Risk Management Contact:
Risk Management’s Phone:
Risk Management Email:
SECTION II - DIRECTORS & OFFICERS INFORMATION
(Complete this section only if Directors & Officers Liability coverage is desired.)
Directors and Officers Liability Insurance has been continuously in force since:
Ownership Information:
a.
Number of common shares outstanding:
If LLC, number of membership shares:
b.
Number of common shareholders:
Number of active members:
c.
Total number of shares owned directly or beneficially by Directors and Officers or Board of
Managers:
d.
Does(do) any shareholder(s) or group of affiliated shareholders (including an
employee stock ownership plan) own more than five (5)% of the voting shares
directly or beneficially?
Yes
No
If yes, please provide details:
e.
Are the common shares publicly traded?
Yes
No
If yes, specify the exchange and symbol:
f.
Does the Applicant have any public debt?
Yes
No
If yes, please attach details.
g.
Are there any other securities which are convertible to common stock?
Yes
No
If yes, please attach details.
h.
Is the applicant owned by another entity?
Yes
No
If yes, please indicate the name and principal address of the other entity?
Provide a list of all direct and indirect subsidiaries:
Name:
Type of Business:
Percent Owned by the Applicant:
%
Date Created/Acquired:
Name:
Type of Business:
Percent Owned by the Applicant:
%
Date Created/Acquired
Name:
Type of Business:
Percent Owned by the Applicant:
%
Date Created/Acquired
If additional space is needed, please attach a separate page or use the additional
information page provided at the end of the application.
In the past twenty four (24) months or in the next twelve (12) months, has the
Applicant or will the Applicant be involved in any of the following: If yes, provide
details by attachment.
Merger, acquisition or consolidation with another entity?
Yes
No
Sales, distribution or divestiture of any assets other than in the ordinary course of
business?
Yes
No
Changes in the board of directors or senior management (other than death or
retirement)?
Yes
No
Change in the Applicant’s independent auditors?
Yes
No
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11.
Offering of Securities Information
a.
In the past thirty-six (36) months, has the Applicant completed or agreed to any
private offering of debt or equity of securities, whether or not such transactions
were or will be completed?
Yes No
b.
Within the next twelve (12) months, is the Applicant contemplating any private or
public offering of debt or equity of securities?
Yes No
Note: If the Applicant answered yes to 11(a) or (b), please attach the offering memorandum
or prospectus describing the essential terms of each transaction, including the effective
date, the professionals used, the amount of the offering and the current status of each
such transaction.
Financial Information
a.
In the past thirty-six (36) months, has the Applicant been the subject of or
agreed to a bankruptcy, reorganization or arrangement with creditors under
federal or state law?
Yes No
b.
Within the next twelve (12) months, is the Applicant contemplating any
bankruptcy, reorganization or arrangement with creditors under federal or state
law?
Yes No
c.
Is the Applicant in violation of any of its debts or loan convenants?
Yes No
d.
In the past thirty-six (36) months, did an Independent CPA render a “going
concern” opinion?
Yes No
Note: If the Applicant answered yes to 12 (a), (b), (c), or (d) please attach details including
the most recent financial audit, review or compilation with the auditors notes.
Has the Applicant, a director or officer or other person proposed for this insurance been involved
in any of the following: If yes, attach complete details.
Anti-trust, copyright or patent infringement litigation?
Yes No
Administrative proceeding charging violation of a federal or state law or regulation?
Yes No
Representative actions, class actions or derivative suits? Yes No
Administrative, criminal, legislative or regulatory investigation? Yes No
Any action where a license was revoked or suspended? Yes No
It is agreed that with respect to Question #13, if such circumstances exist, any claim arising
from such circumstances is excluded from the proposed insurance.
Indicate the following areas in which the board has implemented formal written policies
and/or procedures:
Merger/Acquisition Procedures
Investment Policy
Audit Policy
Selection of New Directors
Related Party Transactions
Personnel Policy
Conflict of Interest Policy
Operations Procedures
Compensation
Affiliated Party Stock Transactions
Other Policies
Outside Directorship
Does the Applicant direct or request any individual to serve as director, officer,
governor or trustee of any other entity?
Yes No
If yes, please complete question a - g below.
a.
Name of individual director, officer, governor or trustee:
Position Held:
b. Name of outside entity:
Directors & Officers Liability cont’d
c. Nature of entity’s business:
d.
Percentage of ownership by Applicant: %
Domestic or Foreign
e. Does the outside entity provide indemnification to its Directors and Officers? Yes No
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f.
Complete the following information regarding the Directors and Officers Liability
Insurance carried by the outside entity:
Insurer:
Limit of Liability: $
Policy Period:
g.
Has the outside entity or its Directors and Officers been involved in any Directors
and Officers Liability litigation?
Yes No
SECTION III - EMPLOYMENT PRACTICES INFORMATION
(Complete this section only if Employment Practices Liability coverage is desired.)
Employment Practices Liability Insurance has been continuously in force since:
Please provide the following employee count information:
Currently
One Year Ago
Two Years Ago
Number of employees per the following states:
CA:
FL:
NJ:
NY:
TX:
Total number of current employees with annual compensation greater than $100,000:
How many employees have been terminated or demoted in the past twelve (12)
months?
Voluntary:
Involuntary:
Laid Off:
Is any reduction of employees or change of status anticipated or being contemplated in
the next year?
Yes No
If yes, number estimated:
Does the Applicant anticipate any plant, facility, branch, office, or department closing,
consolidation, reorganization or layoff within the next twenty-four (24) months?
Yes No
If yes, attach details.
Does the Applicant have a human resources department?
If no, describe how this function is handled.
Human Resource Policies and Procedures
Does the Applicant:
have a standard employment application for all applicants?
Yes
No
have an employment handbook?
Yes
No
document the receipt of the employee handbook by the employee?
Yes
No
have an "At Will" provision in the employment application?
Yes
No
have a written policy with respect to sexual harassment?
Yes
No
have a written policy with respect to discrimination?
Yes
No
Yes No
U.S. based employees:
T
otal Full Time:
Total Part Time:
Volunteers:
Temporary:
Leased:
Total Non U.S. based employees:
TOTAL SUM OF ABOVE:
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have written annual evaluations for employees?
Yes
No
have a written policy on progressive discipline for employees?
Yes
No
have a written policy for Family Medical Leave Act?
Yes
No
have a written policy for Americans with Disabilities Act?
Yes
No
have a written human resources manual or guidelines?
Yes
No
use outside counsel for employment advice?
Yes
No
use any tests to screen applicants or employees for continued employment?
Yes
No
utilize any form of alternative dispute resolution (ADR) or an arbitration policy?
Yes
No
offer severance arrangements in return for a release from future litigation?
Yes
No
provide formal training for its supervisors in administering employment procedures?
Yes
No
provide formal diversity or cultural sensitivity training for all of its employees?
Yes
No
Please provide an explanation by attachment for all no answers.
Third Party Policies and Procedures
Does the Applicant:
a.
have policies or procedures outlining employee conduct when dealing with
customers, clients, vendors, the general public or other third parties, including
non-discrimination and non harassment statements?
Yes
No
b.
have policies or procedures for responding to complaints of harassment,
discrimination, or civil rights violations from its customers, clients, vendors, the
general public or other third parties?
Yes
No
c.
have employees who work at customer locations or perform a majority of their
functions off-site?
Yes
No
If yes, please provide the following:
a) Number of employees: Number of locations:
b) Describe the services performed / provided:
Has the Applicant, a director or officer or other person proposed for this insurance
been involved in any of the following: If yes, attach complete details.
Any discriminatory practice violation or litigation?
Yes
No
Any disciplinary action by any regulatory agency or association, including the EEOC?
Yes
No
SECTION IV - FIDUCIARY LIABILITY COVERAGE
(Complete this section only if Fiduciary Liability coverage is desired.)
Fiduciary Liability Insurance has been continuously in force since:
List all plans for which coverage is requested (use attachment if necessary):
Plan Name
Year
Established
Assets/
Contributions
Type*
Participants
Administrator
Example:
The ABC Manufacturing Corp
401K Plan
2000
$1,000,000
3
75
self
*1 = Employee Welfare Benefit Plan (as defined by ERISA),
2 = Defined Contribution Plan (as defined by ERISA),
3 = Defined Benefit Plan (as defined by ERISA)
4 = Other. If “Type” is an ESOP a Fiduciary Liability - ESOP Supplement must be
completed.
If additional space is needed, please attach a separate page or use the
additional information page provided at the end of the application.
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Do any plan(s) employ the investment, trustee, actuarial, legal, administrative, custodial
or benefits consulting services of any outside provider?
Yes
No
If yes, provide details by attachment.
Do the plan trustee(s) and administrator meet on a regular basis?
Yes
No
If yes, indicate how often such meetings are held:
Does the plan(s) have prepared audited financial statements?
Yes
No
If yes, please attach a copy of the latest audited financial statement and indicate
when the next such statement is expected to be prepared:
Do any plans hold any contract with a guaranteed return (including Guaranteed
Investment Contracts (GIC’s), Guaranteed Annuity Contracts (GAC’s) or Bank
Investment Contracts (BIC’s)?
Yes
No
If yes, provide details by attachment.
Has any plan requested or contemplated filing a request for termination?
Yes
No
If yes, provide details by attachment.
33. Within the past three (3) years, has any party in interest (as defined by ERISA) with
respect to any plan engaged in any transaction prohibited by ERISA, including but not
limited to:
The sale, exchange or lease of property between the plan and such party?
Yes
No
The lending of money or the extending of credit between the plan and such party?
The furnishing of goods, services or facilities between the plan and such party?
The transfer to, or use of plan assets
by or for, any such party?
The investment
i
n or
ac
quisition by
t
he plan of
s
ecurities or real property of any such
person?
If yes to any question, provide details by attachment.
Has any amendment to any plan been made or contemplated within the past two (2)
years, or is any amendment now contemplated, which has resulted or might result in
any reduction of benefits including, but not limited to, an increase in participants’ share
of costs?
Yes
No
If yes, provide details by attachment. If there has been any amendment, please
attach copies of amendment(s).
Has any plan been spun-off (sold), transferred or terminated?
Yes
No
If yes, provide details by attachment.
Are all defined benefit plans funded in accordance with the requirements of ERISA (or
other applicable law) as attested to by a qualified actuary?
Yes
No
If no, provide details by attachment.
Are there any overdue employer contributions for any plan, or has any plan requested
or contemplated filing a request for a waiver of contributions?
Yes
No
If yes, provide details by attachment.
Are there or have there been within the last three (3) years any known or alleged
violations of ERISA or any similar statutory or common law (including applicable
amendments, rules and regulations) of the United States, Canada or any state or other
jurisdiction to which a plan is subject?
Yes
No
If yes, provide details by attachment.
Yes No
Yes No
Yes No
Yes No
39.
Yes No
Has there been any indication from any government agency with respect to any plan
that s
uch agency is investigating or examining any aspect of such plan, including but
not limited to the funding, administration or investment strategies of such plan?
If yes, provide details by attachment.
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Is Form 5500 filed on an annual basis for each plan?
Yes
No
If no, provide details by attachment.
SECTION V - GENERAL SUMMARY
(The Applicant must complete this section.)
Please provide details on the following insurance coverage currently in place:
COVERAGES
Insurance
Company
Limit of
Liability
Deductible
Policy Effective
Dates
Premium
D&O
$
$
$
EPLI
$
$
$
Fiduciary
$
$
$
General Liability
$
$
$
Professional
Liability
$
$
$
a.
With respect to the above coverage, has any Underwriter refused, canceled or
non-renewed coverage? (Not Applicable in Missouri)
Yes
No
If yes, provide details by attachment.
b.
With respect to the above coverage, has any Underwriter indicated any intent not
to offer renewal terms to the Applicant? (Not Applicable in Missouri)
Yes
No
If yes, provide details by attachment.
c.
With respect to the above coverage, has the Applicant given notice of any claim,
circumstance or potential claim to any Underwriter?
Yes
No
If yes, a Supplemental Claim form must be completed.
Has the Applicant given written notice under the provisions of any prior policies
providing similar insurance or claims, or of specific facts or circumstances which might
give rise to a claim being made against any person or entity applying for this insurance?
Yes
No
If yes, a Supplemental Claim form must be completed.
No person applying for this coverage is aware of any facts or circumstances which he
or she has reason to presume might give rise to a future claim that would fall within the
scope of any of the proposed coverages for which the Applicant has applied, except:
None or as noted below: (Provide attachment if necessary)
Without prejudice to any other rights and remedies of the Underwriter, any claim arising from any claims,
facts, circumstances or situations whether or not disclosed in #41, #42, and #43 above is excluded from the
proposed insurance.
Material Change
If there is any material change to the answers of this Application’s questions prior to the policy inception date,
the Applicant must notify the Underwriter in writing. Any outstanding quotation may be modified or withdrawn.
False Information
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FRAUD STATEMENT AND SIGNATURE SECTIONS
The Undersigned states that he/she is an authorized representative of the Applicant and declares to the best of his/her knowledge
and belief and after reasonable inquiry, that the statements set forth in this Application (and any attachments submitted with this
Application) are true and complete and may be relied upon by Company * in quoting and issuing the policy. If any of the information
in this Application changes prior to the effective date of the policy, the Applicant will notify the Company of such changes and the
Company may modify or withdraw the quote or binder.
The signing of this Application does not bind the Company to offer, or the Applicant to purchase the policy.
*Company refers collectively to Philadelphia Indemnity Insurance Company and Tokio Marine Specialty Insurance Company
.
FRAUD NOTICE STATEMENTS
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 AND SUBJECTS THAT PERSON TO CRIMINAL AND CIVIL
PENALTIES (IN OREGON, THE AFOREMENTIONED ACTIONS MAY CONSTITUTE A FRAUDULENT INSURANCE ACT WHICH MAY BE A CRIME AND MAY
SUBJECT THE PERSON TO PENALTIES). (IN NEW YORK, THE CIVIL PENALTY IS NOT TO EXCEED FIVE THOUSAND DOLLARS ($5,000) AND THE STATED
VALUE OF THE CLAIM FOR EACH SUCH VIOLATION). (NOT APPLICABLE IN AL, AR, AZ, CO, DC, FL, KS, LA, ME, MD, MN, NM, OK, PA, RI, TN, VA, VT, WA
AND WV).
APPLICABLE IN AL, AR, AZ, DC, LA, MD, NM, RI AND WV: ANY PERSON WHO KNOWINGLY (OR WILLFULLY IN MD) PRESENTS A FALSE OR FRAUDULENT
CLAIM FOR PAYMENT OF A LOSS OR BENEFIT OR WHO KNOWINGLY (OR WILLFULLY IN MD) PRESENTS FALSE INFORMATION IN AN APPLICATION FOR
INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO FINES OR CONFINEMENT IN PRISON.
APPLICABLE IN COLORADO: 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 POLICYHOLDER OR CLAIMANT FOR THE PURPOSE OF DEFRAUDING OR
ATTEMPTING TO DEFRAUD THE POLICYHOLDER 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.
APPLICABLE IN FLORIDA AND OKLAHOMA: 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 (IN FL, A
PERSON IS GUILTY OF A FELONY OF THE THIRD DEGREE).
APPLICABLE IN KANSAS: AN ACT COMMITTED BY ANY PERSON WHO, KNOWINGLY AND WITH INTENT TO DEFRAUD, PRESENTS, CAUSES TO BE
PRESENTED OR PREPARES WITH KNOWLEDGE OR BELIEF THAT IT WILL BE PRESENTED TO OR BY AN INSURER, PURPORTED INSURER, BROKER OR
ANY AGENT THEREOF, ANY WRITTEN, ELECTRONIC, ELECTRONIC IMPULSE, FACSIMILE, MAGNETIC, ORAL, OR TELEPHONIC COMMUNICATION OR
STATEMENT AS PART OF, OR IN SUPPORT OF, AN APPLICATION FOR THE ISSUANCE OF, OR THE RATING OF AN INSURANCE POLICY FOR PERSONAL OR
COMMERCIAL INSURANCE, OR A CLAIM FOR PAYMENT OR OTHER BENEFIT PURSUANT TO AN INSURANCE POLICY FOR COMMERCIAL OR PERSONAL
INSURANCE WHICH SUCH PERSON KNOWS TO CONTAIN MATERIALLY FALSE INFORMATION CONCERNING ANY FACT MATERIAL THERETO; OR
CONCEALS, FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO.
APPLICABLE IN KENTUCKY: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSONS FILES AN
APPLICATION FOR INSURANCE CONTAINING ANY MATERIALLY FALSE INFORMATION OR CONCEALS, FOR THE PURPOSE OF MISLEADING, INFORMATION
CONCERNING ANY MATERIAL THERETO COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME.
APPLICABLE IN MAINE, TENNESSEE, VIRGINIA AND WASHINGTON: IT IS A CRIME TO KNOWINGLY PROVIDE FALSE, INCOMPLETE OR MISLEADING
INFORMATION TO AN INSURANCE COMPANY FOR THE PURPOSE OF DEFRAUDING THE COMPANY. PENALTIES MAY INCLUDE IMPRISONMENT, FINES OR A
DENIAL OF INSURANCE BENEFITS.
APPLICABLE IN PENNSYLVANIA: 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.
APPLICABLE IN NEW YORK: 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 BE
SUBJECT TO A CIVIL PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATE VALUE OF THE CLAIM FOR EACH SUCH VIOLATION.
NAME (PLEASE PRINT/TYPE) TITLE
(MUST BE SIGNED BY THE PRESIDENT, CHAIRMAN, CEO OR EXECUTIVE
DIRECTOR)
____________________________________________________
SIGNATURE DATE
SECTION TO BE COMPLETED BY THE PRODUCER/BROKER/AGENT
PRODUCER
AGENCY
(If this is a Florida Risk, Producer means Florida Licensed Agent)
PRODUCER LICENSE NUMBER
(If this a Florida Risk, Producer means Florida Licensed Agent)
ADDRESS (STREET, CITY, STATE, ZIP)
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As part of thi
s Application, please submit the following documents:
a) Applicant’s latest fiscal year end financial statement (CPA prepared) and latest interim financial
statement
b) List of the Applicant's current Directors & Officers
c) Copies of the most recently filed Forms 5500 (and attachments) for all ERISA plans for which coverage
requested (If Fiduciary Liability coverage is being requested)
d) Copies of the latest versions of the Applicant’s employee handbook and employment applications
e) Copy of the Applicant’s current Directors & Officers/ EPLI Policy (optional)
THE INFORM
ATION CONTAINED IN AND SUBMITTED WITH THIS APPLICATION IS ON FILE WITH THE
UNDERWRITER AND ALONG WITH THE APPLICATION IS CONSIDERED PHYSICALLY ATTACHED TO AND
PART OF THE POLICY, SHOULD ONE BE ISSUED. THE UNDERWRITER WILL HAVE RELIED UPON THIS
APPLICATION AND ATTACHMENTS IN ISSUING ANY POLICY.
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ADDITIONAL INFORMATION
This pag
e may be used to provide additional information to any question on this application. Please identify
the question number to which you are referring.
__________________________________________
Signature D
ate
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