NOTICE
ALL LIABILITY COVERAGE PARTS FOR WHICH APPLICATION IS MADE APPLY, SUBJECT TO THEIR TERMS,
ONLY TO CLAIMS FIRST MADE OR DEEMED MADE AGAINST INSUREDS DURING THE POLICY PERIOD OR
ANY EXTENDED REPORTING PERIOD, IF APPLICABLE. THE LIMIT OF LIABILITY AVAILABLE TO PAY
LOSSES WILL BE REDUCED BY THE AMOUNTS INCURRED AS DEFENSE EXPENSES, AND DEFENSE
EXPENSES WILL BE APPLIED AGAINST THE RETENTION AMOUNT. THE COMPANY HAS NO DUTY TO
DEFEND ANY CLAIM UNLESS DUTY–TO-DEFEND COVERAGE IS SPECIFICALLY PROVIDED.
The term Ap
plicant means all
corporations, organizations or other entities, including subsidiaries, proposed for this
insurance.
I. GENERAL INFORMATION
1. Applicant Information:
Name of Applicant:
Street Address:
City, State, ZIP Code:
Website Address:
Year Applicant’s business was established:
Description of Applicant’s operations:
2. Applicant’s Standard Industrial Classification (SIC) code, if known (4-digit number):
3. Is the Applicant a subsidiary of a foreign parent? Yes No
4. Does the Applicant currently file, or does it anticipate filing in the next 6 months, any
documents with the Securities and Exchange Commission or similar foreign authority regarding
any equity or debt securities? Yes
No
II. ORGANIZATION INFORMATION
1. Total Number of Employees:
2. List and describe all entities in which the Applicant’s ownership interest is 50% or greater or over which the
Applicant has management control (Check here if not applicable
):
Name
%
Owned
Year
Started
Description of
Operations
Entity
Type*
%
%
%
*Entity Type: FP=For-Profit (other than Partnership); NP=Non-Profit; GP=General Partnership;
LP=Limited Partnership; LLC=Limited Liability Company
To enter more information, please attach a separate page or an organization chart with ownership detail.
PDO-1100W-IND Ed. 01-09 Printed in U.S.A. Page 1 of 6
© 2009 The Travelers Companies, Inc. All Rights Reserved
Private Company Directors and Officers Liability
Coverage Application
Travelers Casualty and Surety Company of America
PDO-1100W-IND Ed. 01-09 Printed in U.S.A. Page 2 of 6
© 2009 The Travelers Companies, Inc. All Rights Reserved
3. In the next 12 months (or during the past 24 months) is the Applicant contemplating (or has
the Applicant completed or been in the process of completing) the following:
a. Any actual or proposed merger, acquisition, or divestiture? Yes No
b. Any creation of a new business, subsidiary, or division? Yes No
c. Any registration for a public offering or a private placement of securities (stocks or bonds)? Yes No
d. Any reorganization or arrangement with creditors under federal or state law? Yes No
e. Any branch, location, facility, office, or subsidiary closings, consolidations, or layoffs? Yes No
If any of the questions above were answered Yes, please attach an explanation, including the timing, the essential
terms of the event, arrangement, and the surrounding circumstances.
III. SHAREHOLDER INFORMATION
Total Shares Common Preferred Other
Authorized
Outstanding
Voting Shares Outstanding
Voting Shares Owned by Directors and Officers
(Direct and Beneficial)
Number of Voting Shareholders
If there are multiple classes of stock, please attach a list. The list should include: Number of Shareholders and
Number of Shares Held in Each Stock Class.
1. Does the Charter or By-laws of the Organization provide indemnification to its Directors and
Officers to the fullest extent permitted by law? Yes
No
2. Are there any securities that are convertible to voting stock? Yes No
If Yes, please attach an explanation.
3. List all shareholders that own greater than 5% of any class of security:
Shareholder Class of Security % Owned Director or Officer?
% Yes No
% Yes No
% Yes No
If there are more Shareholders, please attach a list. The list should include: Shareholder Name, Class of Security
(including voting and non-voting shares separately), % Owned and indicate if they are a Director or Officer.
4. Is any shareholder a trust that qualified as an Employee Stock Ownership Plan under
ERISA or holds securities for the benefit of employees? Yes
No
If Yes, please attach most recent stock valuation report.
5. Have there been any changes in the Board of Directors or Senior Management of the
Applicant within the past 3 years for reasons other than death or retirement? Yes
No
If Yes, please attach an explanation.
6. Are there currently outstanding loans to any Director or Officer? Yes No
If Yes, please attach an explanation.
IV. FINANCIAL INFORMATION
1. Is the Applicant currently (or has it been in the past 24 months) in violation of, or has
it received an amendment to any debt covenant? Yes
No
If Yes, please attach an explanation.
PDO-1100W-IND Ed. 01-09 Printed in U.S.A. Page 3 of 6
© 2009 The Travelers Companies, Inc. All Rights Reserved
Note: Omit Question 2 if the Applicant is required to submit a separate financial statement as directed in the Required
Attachments section.
2. Complete the following chart providing the requested financial information:
Indicate the following as it relates to
the Applicant’s fiscal year end (FYE):
(Please indicate negative figures with “( )” or “-” as appropriate)
Most Recent FYE
(Month/Year)
(_____/_____)
Prior FYE
(Month/Year)
(_____/_____)
Current Assets $ $
Total Assets $ $
Current Liabilities $ $
Long Term Debt $ $
Retained Earnings (Accumulated Deficit/Fund Deficit) $ $
Net Equity/Net Assets (Deficit Equity) $ $
Revenues $ $
Net Income (Net Loss) $ $
V. AUDITOR INFORMATION
1. Scope of financial statement preparation:
Internal CPA Compilation CPA Review CPA Audit None
2. Has the Applicant changed outside auditors in the last 3 years? N/A Yes No
If Yes, please attach an explanation.
3. Have the outside auditors stated there are material weaknesses in the Applicant’s
systems of internal controls? N/A
Yes No
If Yes, please attach an explanation and provide the latest CPA letter to management
and management’s response.
4. Has the Applicant implemented all material recommendations of the auditor? N/A Yes No
If No, please attach an explanation.
5. Has any auditor issued a “going concern” opinion for the Applicant’s financial
statements during the past 3 years? N/A
Yes No
If Yes, please attach an explanation.
VI. CURRENT INSURANCE INFORMATION/REQUESTED INSURANCE TERMS
Requested
Limit
(A)
Requested
Retention
(B)
Requested
Effective Date
(C)
Coverage Currently
Purchased
(D)
$ $ Yes No
Expiring
Limit
(E)
Expiring
Retention
(F)
Expiring
Premium
(G)
Current
Insurer
(H)
Date Coverage
First Purchased
(I)
$ $ $
1. What is the Applicant’s preference for defense coverage? Duty to Defend Reimbursement
2. If Liability Coverage is currently purchased as indicated in Column (D) above, but
has been in place for less than 3 years, please answer the following question:
As of the date the Applicant first purchased the Liability Coverage, is the Applicant or any
person proposed for this insurance aware of any fact, circumstance, situation, event or act
that reasonably could give rise to a claim being made against them under the Liability
Coverage for which the Applicant is applying? Yes
No
If Yes, please attach an explanation.
PDO-1100W-IND Ed. 01-09 Printed in U.S.A. Page 4 of 6
© 2009 The Travelers Companies, Inc. All Rights Reserved
3. If Liability Coverage is not currently purchased as indicated in Column (D) above,
please answer the following question:
Is the Applicant or any person proposed for this insurance aware of any fact, circumstance,
situation, event or act that reasonably could give rise to a claim against them under the
Liability Coverage for which the Applicant is applying? Yes
No
If Yes, please attach an explanation.
4. If the Requested Limit in Column (A) exceeds the Expiring Limit in Column (E), please answer
the following question:
Solely with respect to any higher limits requested or that may ultimately be issued for
the proposed insurance, is the Applicant or any person proposed for this insurance aware
of any fact, circumstance, situation, event or act that reasonably could give rise to a claim
against them under the Liability Coverage for which the Applicant is applying? Yes
No
If Yes, please attach an explanation.
With respect to the information required to be disclosed in response to the questions above, the proposed insurance will
not afford coverage for any claim arising from any fact, circumstance, situation, event or act about which any executive
officer of the Applicant had knowledge prior to the issuance of the proposed policy, nor for any person or entity who knew
of such fact, circumstance, situation, event or act prior to the issuance of the proposed policy.
VII. LOSS INFORMATION
1. Has any person or entity proposed for this insurance been a party to any securities claims,
criminal actions, administrative or regulatory proceedings, charges, hearings, demands or
lawsuits during the past 3 years including but not limited to, security holder, creditor, antitrust,
fair trade law, copyright or patent litigation, whether or not insured? Yes
No
If Yes, please complete the table below:
Date of
Such
Claim
Nature of
Claim
Amount Paid
for Defense
Amount Sought
or Paid for
Damages
Covered by
Insurance?
Corrective
Procedures
Implemented
Current
Status
$ $ Yes No
$ $ Yes No
VIII. REQUIRED ATTACHMENTS
As part of this Application, please submit the following documents (these documents, and the representations and facts
they contain, are made a part of this Application, whether such documents are physically delivered to the Company by the
Applicant or are obtained by the Company from any public source, including the Internet):
Most recent annual financial statement, if limit requested is $2,000,000 or greater, or, Applicant has been in business
less than 3 years
List of Directors and Officers, if limit requested is $2,000,000 or greater
Any Private Placement Memorandum or any documents filed with the Securities and Exchange Commission in the
past year
Interim financial statement for Development Stage companies
IX. COMPENSATION NOTICE
Important Notice Regarding Compensation Disclosure
For information about how Travelers compensates independent agents, brokers, or other insurance producers, please
visit this website: http://www.travelers.com/w3c/legal/Produc
e
r_Compensation_Disclosure.html
If you prefer, you can call the following toll-free number: 1-866-904-8348. Or you can write to us at Travelers,
Enterprise Development, One Tower Square, Hartford, CT 06183.
PDO-1100W-IND Ed. 01-09 Printed in U.S.A. Page 5 of 6
© 2009 The Travelers Companies, Inc. All Rights Reserved
X. FRAUD WARNINGS
Attention: Insureds in Alabama, Arkansas, D.C., Maryland, New Mexico, and Rhode Island
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 and confinement in prison.
Attention: Insureds 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.
Attention: Insureds in 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.
Attention: Insureds in Kentucky, New Jersey, New York, Ohio, and 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. (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.)
Attention: Insureds in Louisiana, 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 include imprisonment, fines, and denial of insurance benefits.
Attention: Insureds in Oregon
Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or who knowingly
presents false information in an application for insurance may be guilty of a crime and may be subject to fines and
confinement in prison.
Attention: Insureds in Puerto Rico
Any person who knowingly and with the intention of defrauding presents false information in an insurance application,
or presents, helps, or causes the presentation of a fraudulent claim for the payment of a loss or any other benefit, or
presents more than one claim for the same damage or loss, shall incur a felony and, upon conviction, shall be
sanctioned for each violation with the penalty of a fine of not less than five thousand dollars ($5,000) and not more than
ten thousand dollars ($10,000), or a fixed term of imprisonment for three (3) years, or both penalties. Should
aggravating circumstances be present, the penalty thus established may be increased to a maximum of five (5) years; if
extenuating circumstances are present, it may be reduced to a minimum of two (2) years.
XI. SIGNATURE SECTION
THE UNDERSIGNED AUTHORIZED REPRESENTATIVE (PRESIDENT, CEO, OR OTHER OFFICER ACCEPTABLE
TO TRAVELERS) OF THE APPLICANT DECLARES THAT TO THE BEST OF HIS/HER KNOWLEDGE AND BELIEF,
AFTER REASONABLE INQUIRY, THE STATEMENTS SET FORTH IN THE ATTACHED TRAVELERS NEW
BUSINESS OR RENEWAL APPLICATION FOR INSURANCE ARE TRUE AND COMPLETE AND MAY BE RELIED
UPON BY TRAVELERS. IF THE INFORMATION IN ANY APPLICATION CHANGES PRIOR TO THE INCEPTION
DATE OF THE POLICY, THE APPLICANT WILL NOTIFY THE COMPANY OF SUCH CHANGES, AND THE
COMPANY MAY MODIFY OR WITHDRAW ANY OUTSTANDING QUOTATION. THE COMPANY IS AUTHORIZED TO
MAKE INQUIRY IN CONNECTION WITH THIS APPLICATION.
THE SIGNING OF THIS APPLICATION DOES NOT BIND THE COMPANY TO OFFER, NOR THE APPLICANT TO
PURCHASE, THE INSURANCE. IT IS AGREED THAT THIS APPLICATION, INCLUDING ANY MATERIAL
SUBMITTED THEREWITH, SHALL BE THE BASIS OF THE INSURANCE AND SHALL BE, IN ALL STATES OTHER
THAN NC AND UT, CONSIDERED PHYSICALLY ATTACHED TO AND PART OF THE POLICY, IF ISSUED. THE
COMPANY WILL HAVE RELIED UPON THIS APPLICATION, INCLUDING ANY MATERIAL SUBMITTED
THEREWITH, IN ISSUING THE POLICY.
PDO-1100W-IND Ed. 01-09 Printed in U.S.A. Page 6 of 6
© 2009 The Travelers Companies, Inc. All Rights Reserved
ELECTRONICALLY REPRODUCED SIGNATURES WILL BE TREATED AS ORIGINAL.
Signature* of Applicant’s Authorized Representative Name (Printed)
(President or CEO)
Title Date
*IF YOU ARE ELECTRONICALLY SUBMITTING THIS APPLICATION TO TRAVELERS, APPLY YOUR ELECTRONIC
SIGNATURE TO THIS FORM BY CHECKING THE ELECTRONIC SIGNATURE AND ACCEPTANCE BOX BELOW.
BY DOING SO, YOU HEREBY CONSENT AND AGREE THAT YOUR USE OF A KEY PAD, MOUSE, OR OTHER
DEVICE TO CHECK THE ELECTRONIC SIGNATURE AND ACCEPTANCE BOX CONSTITUTES YOUR SIGNATURE,
ACCEPTANCE, AND AGREEMENT AS IF ACTUALLY SIGNED BY YOU IN WRITING AND HAS THE SAME FORCE
AND EFFECT AS A SIGNATURE AFFIXED BY HAND.
AUTHORIZED REPRESENTATIVE’S ELECTRONIC SIGNATURE AND ACCEPTANCE
XII. PRODUCER INFORMATION (ONLY REQUIRED IN FLORIDA, IOWA, AND NEW HAMPSHIRE):
Producer Signature Producer Name (Printed)
Agency Name Agency Code License Number