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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 First American Financial Corp. 10-K 12/31/23 153:30M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 6.20M
5: EX-10.5(7) Material Contract HTML 64K
6: EX-10.5(8) Material Contract HTML 80K
7: EX-10.5(9) Material Contract HTML 91K
2: EX-10.6 Material Contract HTML 92K
3: EX-10.7 Material Contract HTML 93K
4: EX-10.8 Material Contract HTML 92K
8: EX-21 Subsidiaries List HTML 47K
9: EX-23 Consent of Expert or Counsel HTML 42K
14: EX-97 Clawback Policy re: Recovery of Erroneously HTML 49K
Awarded Compensation
10: EX-31.(A) Certification -- §302 - SOA'02 HTML 47K
11: EX-31.(B) Certification -- §302 - SOA'02 HTML 47K
12: EX-32.(A) Certification -- §906 - SOA'02 HTML 45K
13: EX-32.(B) Certification -- §906 - SOA'02 HTML 44K
16: R1 Document and Entity Information HTML 116K
17: R2 Consolidated Balance Sheets HTML 175K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 66K
19: R4 Consolidated Statements of Income HTML 142K
20: R5 Consolidated Statements of Income (Parenthetical) HTML 43K
21: R6 Consolidated Statements of Comprehensive Income HTML 83K
22: R7 Consolidated Statements of Equity HTML 111K
23: R8 Consolidated Statements of Cash Flows HTML 167K
24: R9 Pay vs Performance Disclosure HTML 54K
25: R10 Insider Trading Arrangements HTML 48K
26: R11 Basis of Presentation and Significant Accounting HTML 148K
Policies
27: R12 Statutory Restrictions on Investments and HTML 50K
Stockholders' Equity
28: R13 Debt Securities HTML 504K
29: R14 Equity Securities HTML 106K
30: R15 Allowance for Credit Losses - Accounts Receivable HTML 57K
31: R16 Property and Equipment HTML 66K
32: R17 Leases HTML 176K
33: R18 Goodwill HTML 77K
34: R19 Other Intangible Assets HTML 83K
35: R20 Deposits HTML 70K
36: R21 Reserve for Known and Incurred but Not Reported HTML 361K
Claims
37: R22 Notes and Contracts Payable HTML 91K
38: R23 Net Investment Income HTML 80K
39: R24 Income Taxes HTML 239K
40: R25 Earnings Per Share HTML 79K
41: R26 Employee Benefit Plans HTML 182K
42: R27 Fair Value Measurements HTML 322K
43: R28 Share-Based Compensation Plans HTML 85K
44: R29 Stockholders' Equity HTML 51K
45: R30 Accumulated Other Comprehensive Income (Loss) HTML 251K
("Aoci")
46: R31 Litigation and Regulatory Contingencies HTML 47K
47: R32 Segment Financial Information HTML 254K
48: R33 Summary Of Investments-Other Than Investments In HTML 123K
Related Parties
49: R34 Condensed Financial Statements (Parent Company) HTML 265K
50: R35 Supplementary Insurance Information HTML 180K
51: R36 Reinsurance HTML 109K
52: R37 Valuation And Qualifying Accounts HTML 205K
53: R38 Basis of Presentation and Significant Accounting HTML 214K
Policies (Policies)
54: R39 Debt Securities (Tables) HTML 502K
55: R40 Equity Securities (Tables) HTML 104K
56: R41 Allowance for Credit Losses - Accounts Receivable HTML 56K
(Tables)
57: R42 Property and Equipment (Tables) HTML 65K
58: R43 Leases (Tables) HTML 184K
59: R44 Goodwill (Tables) HTML 79K
60: R45 Other Intangible Assets (Tables) HTML 83K
61: R46 Deposits (Tables) HTML 70K
62: R47 Reserve for Known and Incurred but Not Reported HTML 363K
Claims (Tables)
63: R48 Notes and Contracts Payable (Tables) HTML 83K
64: R49 Net Investment Income (Tables) HTML 81K
65: R50 Income Taxes (Tables) HTML 226K
66: R51 Earnings Per Share (Tables) HTML 77K
67: R52 Employee Benefit Plans (Tables) HTML 179K
68: R53 Fair Value Measurements (Tables) HTML 308K
69: R54 Share-Based Compensation Plans (Tables) HTML 79K
70: R55 Accumulated Other Comprehensive Income (Loss) HTML 254K
("Aoci") (Tables)
71: R56 Segment Financial Information (Tables) HTML 253K
72: R57 Basis of Presentation and Significant Accounting HTML 158K
Policies (Narrative) (Detail)
73: R58 Statutory Restrictions on Investments and HTML 57K
Stockholders' Equity (Narrative) (Detail)
74: R59 Debt Securities (Investments in Debt Securities, HTML 78K
Classified as Available-For-Sale) (Detail)
75: R60 Debt Securities (Sales of Debt Securities) HTML 49K
(Narrative) (Detail)
76: R61 Debt Securities (Gross Unrealized Losses on HTML 91K
Investments in Debt Securities) (Detail)
77: R62 Debt Securities (Investments in Debt Securities by HTML 115K
Contractual Maturity) (Detail)
78: R63 Debt Securities (Composition of Debt Securities HTML 105K
Portfolio by Credit Rating Agencies) (Detail)
79: R64 Debt Securities (Composition of Debt Securities HTML 64K
Portfolio by Credit Rating Agencies) (Narrative)
(Detail)
80: R65 Debt Securities (Composition of Debt Securities HTML 107K
Portfolio in Unrealized Loss Position by Credit
Rating Agencies) (Detail)
81: R66 Equity Securities - (Summary of Investments in HTML 51K
Equity Securities, by Classification) (Detail)
82: R67 Equity Securities - (Summary of Investments in HTML 54K
Marketable Equity Securities) (Detail)
83: R68 Equity Securities (Narrative) (Detail) HTML 97K
84: R69 Equity Securities - (Summary of Changes in HTML 53K
Carrying Amount of Non Marketable Equity
Securities) (Detail)
85: R70 Allowance for Credit Losses - Summary of Allowance HTML 49K
for Credit Losses on Accounts Receivables
(Details)
86: R71 Property and Equipment (Schedule of Property and HTML 60K
Equipment) (Detail)
87: R72 Leases - Summary of Lease Assets and Liabilities HTML 59K
(Detail)
88: R73 Leases - Summary of Components of Lease Expense HTML 66K
(Detail)
89: R74 Leases - Schedule of Future Minimum Lease Payments HTML 99K
Under Operating and Finance Lease with
Noncancelable Lease Terms (Detail)
90: R75 Leases - Schedule of Information Related to Lease HTML 53K
Terms and Discount Rate (Detail)
91: R76 Leases - Schedule of Cash Flow Information Related HTML 53K
to Lease Liabilities (Detail)
92: R77 Goodwill (Carrying Amount of Goodwill by HTML 65K
Reportable Segment) (Detail)
93: R78 Other Intangible Assets - Schedule of Other HTML 63K
Intangible Assets (Detail)
94: R79 Other Intangible Assets - Narrative) (Detail) HTML 44K
95: R80 Other Intangible Assets - Estimated Amortization HTML 53K
Expense for Finite-Lived Intangible Assets
(Detail)
96: R81 Deposits (Escrow, Mortgage Subserving, and Other HTML 55K
Deposits) (Detail)
97: R82 Reserve for Known and Incurred but Not Reported HTML 61K
Claims (Activity in Reserve for Known and Incurred
but Not Reported Claims) (Detail)
98: R83 Reserve for Known and Incurred but Not Reported HTML 50K
Claims (Narrative) (Detail)
99: R84 Reserve for Known and Incurred but Not Reported HTML 63K
Claims (Summary of Loss Reserves) (Detail)
100: R85 Reserve for Known and Incurred but Not Reported HTML 110K
Claims - Summary of Incurred and Paid Claims
Development Net of Reinsurance (Detail)
101: R86 Reserve for Known and Incurred but Not Reported HTML 55K
Claims - Reconciliation of the Net Incurred and
Paid Claims Development Tables to the Liability
for Claims and Claim Adjustment Expense (Detail)
102: R87 Reserve for Known and Incurred but Not Reported HTML 46K
Claims - Schedule of Supplementary Information
about Average Historical Claims (Detail)
103: R88 Notes and Contracts Payable (Schedule of Notes and HTML 70K
Contracts Payable) (Detail)
104: R89 Notes and Contracts Payable (Schedule of Notes and HTML 76K
Contracts Payable) (Parenthetical) (Detail)
105: R90 Notes and Contracts Payable (Narrative) (Detail) HTML 74K
106: R91 Notes and Contracts Payable (Aggregate Annual HTML 61K
Maturities of Notes and Contracts Payable)
(Detail)
107: R92 Net Investment Income (Schedule of Net Investment HTML 64K
Income) (Detail)
108: R93 Income Taxes (Narrative) (Detail) HTML 95K
109: R94 Income Taxes - Summary of Tax Expenses (Detail) HTML 68K
110: R95 Income Taxes - Schedule of Effective Income Tax HTML 87K
Rate Reconciliation (Detail)
111: R96 Income Taxes - Net Deferred Tax Liability (Detail) HTML 88K
112: R97 Income Taxes - Changes In Unrecognized Tax HTML 53K
Benefits (Detail)
113: R98 Earnings Per Share (Schedule of Earnings Per HTML 78K
Share) (Detail)
114: R99 Earnings Per Share (Schedule of Earnings Per HTML 47K
Share) (Parenthetical) (Detail)
115: R100 Earnings Per Share (Narrative) (Detail) HTML 48K
116: R101 Employee Benefit Plans (Narrative) (Detail) HTML 74K
117: R102 Employee Benefit Plans (Principal Components of HTML 56K
Employee Benefit Costs) (Detail)
118: R103 Employee Benefit Plans (Company's Benefit HTML 83K
Obligations and Funded Status) (Detail)
119: R104 Employee Benefit Plans (Net Periodic Benefit HTML 57K
Costs) (Detail)
120: R105 Employee Benefit Plans (The Weighted-Average HTML 49K
Discount Rate Assumptions Used to Determine Net
Periodic Benefit Costs) (Detail)
121: R106 Employee Benefit Plans (The Weighted-Average HTML 45K
Discount Rate Assumptions Used to Determine the
Projected Benefit Obligations) (Detail)
122: R107 Employee Benefit Plans (Benefit Payments) (Detail) HTML 54K
123: R108 Fair Value Measurements - Fair Value of Assets HTML 112K
Measured on Recurring Basis (Details)
124: R109 Fair Value Measurements (Narrative) (Details) HTML 61K
125: R110 Fair Value Measurements - Carrying Amounts and HTML 75K
Estimated Fair Values of Financial Instruments Not
Measured at Fair Value (Details)
126: R111 Fair Value Measurements - Summary of Assets HTML 61K
Measured at Fair Value on Non Recurring Basis
(Details)
127: R112 Fair Value Measurements - Summary of Assets HTML 47K
Measured at Fair Value on Non Recurring Basis
(Parenthetical) (Details)
128: R113 Fair Value Measurements - Summary of Valuation HTML 55K
Techniques and Significant Unobservable Inputs
Used in Measuring Fair Value of Non-Marketable
Equity Securities (Details)
129: R114 Share-Based Compensation Plans (Narrative) HTML 91K
(Detail)
130: R115 Share-Based Compensation (Costs Associated with HTML 59K
Share-Based Compensation Plans) (Detail)
131: R116 Share-Based Compensation (Summary of RSU and PSRU HTML 61K
Activity) (Detail) - RSUs
132: R117 Stockholders' Equity (Narrative) (Detail) HTML 52K
133: R118 Accumulated Other Comprehensive Income (Loss) HTML 93K
(AOCI) - Components of Accumulated Other
Comprehensive Income (Loss) (Detail)
134: R119 Accumulated Other Comprehensive Income (Loss) - HTML 74K
Other Comprehensive Income (Loss) Reclassification
Adjustments (Detail)
135: R120 Accumulated Other Comprehensive Income (Loss) - HTML 68K
Reclassifications Out of AOCI) (Detail)
136: R121 Segment Financial Information (Schedule of HTML 100K
Selected Financial Information) (Detail)
137: R122 Segment Financial Information (Schedule of Total HTML 58K
Revenues From External Customers And Long-Lived
Assets) (Detail)
138: R123 Schedule I - Summary Of Investments - Other Than HTML 83K
Investments In Related Parties (Detail)
139: R124 Schedule II - Condensed Balance Sheets Parent HTML 161K
Company (Detail)
140: R125 Schedule II - Condensed Balance Sheets Parent HTML 62K
Company (Parenthetical) (Detail)
141: R126 Schedule II - Condensed Statements of Income HTML 100K
Parent Company (Detail)
142: R127 Schedule II - Condensed Statements of HTML 90K
Comprehensive Income Parent Company (Detail)
143: R128 Schedule II - Condensed Statements of Cash Flows HTML 85K
Parent Company (Detail)
144: R129 Schedule II - Notes to Condensed Financial HTML 44K
Statements Parent Company (Detail)
145: R130 Schedule III - Balance Sheet Captions (Detail) HTML 60K
146: R131 Schedule III - Income Statement Captions (Detail) HTML 74K
147: R132 Schedule IV - Reinsurance (Detail) HTML 68K
148: R133 Schedule V - Valuation And Qualifying Accounts HTML 68K
(Detail)
150: XML IDEA XML File -- Filing Summary XML 300K
153: XML XBRL Instance -- faf-20231231_htm XML 8.51M
149: EXCEL IDEA Workbook of Financial Report Info XLSX 305K
15: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 6.66M
Linkbases Document -- faf-20231231
151: JSON XBRL Instance as JSON Data -- MetaLinks 942± 1.52M
152: ZIP XBRL Zipped Folder -- 0000950170-24-017418-xbrl Zip 1.81M
| EX-10.8 |
Exhibit 10.8
EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) dated as of February 20, 2024 is made and entered into by and between Lisa W. Cornehl (“Executive”) and First American Financial Corporation (“Employer”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
1. Employment of Executive. Subject to the terms and conditions of this Agreement, Employer hereby employs Executive, and Executive hereby accepts employment, as Senior Vice President, Chief Legal Officer and Secretary. Executive shall devote Executive’s entire productive time, effort and attention to the business of Employer during the Term (as defined below). Executive will use their best efforts at all times to promote and protect the good name of Employer and Employer’s current and future subsidiaries, affiliates and other related companies (together with Employer, each a “Related Company” and, collectively the “Related Companies”) as well as that of their respective officers, directors, employees, agents, products and services. Executive shall not directly or indirectly render any service of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of Employer.
2. Duties To Be Performed. Executive shall perform the duties and have the responsibilities customarily performed and held by a person in a position similar to that set forth in Section 1. Executive shall also perform such other duties as directed by Employer’s Board of Directors or the Chief Executive Officer (the “CEO”) or their designee. Any modification made by Employer’s Board of Directors or the CEO of the Employer or their designee to the duties of Executive shall not constitute a breach of this Agreement.
3. Term of Agreement. This Agreement shall become effective on the date of this Agreement and, unless earlier terminated pursuant to the provisions of the Agreement, shall continue through the close of business on December 31, 2026 (the “Term”). Unless continued on an “at-will” basis by Employer or any other Related Company or pursuant to another agreement, Executive’s employment shall terminate upon the termination of this Agreement for any reason.
4. Compensation. In full payment for Executive’s services, Employer shall provide to Executive compensation and benefits determined in accordance with this Section 4.
4.1 Salary. During the Term, Employer shall pay Executive a base annual salary (the “Base Salary”), before deducting all applicable withholdings, of $450,000 per year, payable at the times and in the manner dictated by Employer’s standard payroll policies, which Base Salary may be increased in the sole and unfettered discretion of the Compensation Committee of the Board of Directors of Employer (the “Compensation Committee”) or the Board of Directors of Employer. The Base Salary shall be prorated for any partial pay period that occurs during the Term.
4.2 Performance Bonus; Long-Term Incentive Equity Awards. During the Term, in addition to the Base Salary, Employer may, in the sole and unfettered discretion of
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the Compensation Committee, pay to Executive an annual bonus and long-term incentive equity award.
4.3 Benefits. Executive shall, subject to the terms and conditions of any applicable benefits plan documents and applicable law, be entitled to receive all benefits of employment generally available to other similarly situated executives of Employer when and as Executive becomes eligible for them, including medical, dental, life and disability insurance benefits. Employer reserves the right to modify, suspend or discontinue any and all of the above benefit plans, policies, and practices at any time without notice to or recourse by Executive, so long as such action is taken generally with respect to other similarly situated executives of Employer and does not single out Executive.
4.4 Taxes and Withholdings. Employer may deduct from all compensation payable under this Agreement to Executive any taxes or withholdings Employer is required to deduct pursuant to state and federal laws or by mutual agreement between the parties. Executive is solely liable for any and all taxes beyond those specifically withheld by Employer.
4.5 Recoupment. Executive acknowledges and agrees that to the extent provided by any Employment Arrangement (as defined in Section 20(a) below) or any plan or policy, including any clawback policy, in any case reasonably adopted by the Company from time to time, compensation paid to Executive shall be subject to clawback, forfeiture, recoupment or similar requirement.
5. Termination.
5.1 Termination Upon Death. The Term (and Executive’s employment) shall automatically terminate with immediate effect upon the death of Executive.
5.2 Termination by Employer. Notwithstanding anything in this Agreement to the contrary, express or implied, the Term (and Executive’s employment) may be terminated immediately by Employer (by delivery of written notice specifying that termination is made pursuant to this Section 5.2) as follows:
(a) Whenever Executive is not physically or mentally able (with reasonable accommodation) to perform the essential functions of Executive’s job;
(b) For “Cause,” which shall be defined as: (i) embezzlement, theft or misappropriation by the Executive of any property of any of the Related Companies; (ii) Executive’s willful breach of any fiduciary duty to Employer; (iii) Executive’s willful failure or refusal to comply with laws or regulations applicable to Employer and its business or the policies of Employer governing the conduct of its employees; (iv) commission by Executive of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (v) Executive’s refusal to perform Executive’s job duties or to perform reasonable specific directives of Executive’s supervisor, supervisor’s successor or designee, or the Board of Directors of Employer; or (vi) any gross negligence or willful misconduct of Executive resulting
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in a loss to Employer or any other Related Company, or damage to the reputation of Employer or any other Related Company; or
(c) Upon the occurrence of any material breach (not covered by any of clauses (i) through (vi) of Section 5.2(b) above) of any of the provisions of this Agreement, it being agreed that for all purposes under this Agreement any violation of any of the provisions of Sections 6, 7, 8, 10 or 11 shall be deemed to be a material breach of this Agreement.
5.3 Termination by Employer without Cause. Employer may terminate the Term (and Executive’s employment) by giving two weeks written notice to Executive. A termination made pursuant to this Section 5.3 is a “termination Without Cause.” A termination made pursuant to Section 5.2 (and satisfying the notice requirement set forth therein) shall under no circumstance be considered a termination Without Cause.
5.4 Rights and Obligations Upon Termination.
(a) In the event of Employer’s termination of the Term (and Executive’s employment) pursuant to Section 5.3 (which, for the avoidance of doubt, is a termination Without Cause), Employer shall pay Executive:
(i) Executive’s Base Salary through the date of termination, paid within 5 days following the termination date (or earlier if required by law);
(ii) any annual bonus earned for any fiscal year completed before the date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and
(iii) an amount (the “Severance Amount”) equal to two (2) times the sum of (A) Executive’s Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to this Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), fifty percent (50%) of which will be paid on the first business day following the 12-month anniversary of the date of termination and fifty percent (50%) of which will be paid in twelve installments equal to 1/24th of the Severance Amount, the first payment of which will be made on the 29th day following termination and the remaining eleven payments of which will be made on the first business day of each calendar month thereafter.
For the purpose of determining the Median Bonus, the value of (1) the portion of any annual bonus paid in the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the grant date and (2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to the amortization of such stock option or other equity. For the avoidance of doubt, the Median Bonus shall not
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include any long-term incentive equity awards which would not be included in “Covered Compensation” under the Executive Supplemental Benefit Plan (including any amendment, modification or successor thereto, the “SERP”). For the avoidance of doubt, “median” means, with respect to a set of three amounts, the middle amount and not the highest or the lowest amount, unless two of the amounts in the set are the same amount, in which case “median” means the amount which occurs twice in the set.
In exchange for Employer’s agreement to pay the Severance Amount and as a condition thereto, Executive agrees to execute (within 21 days following the date of termination of employment), deliver and not revoke (within the time period permitted by applicable law) a general release of the Related Companies and their respective officers, directors, employees and owners from any and all claims, obligations and liabilities of any kind whatsoever, including all such claims arising from or in connection with Executive’s employment or termination of employment with Employer or this Agreement (including, without limitation, civil rights claims), in such form as is reasonably requested by Employer. Executive’s right to receive the Severance Amount is conditioned upon the release described in the preceding sentence becoming irrevocable within the prescribed time period. In addition, Executive’s right to receive the Severance Amount shall immediately cease in the event that Executive violates any of the provisions of Sections 7 or 8. Apart from the payments set forth in this Section 5.4(a) and the benefits to which Executive may be entitled under the Employment Arrangements (as defined below), upon such termination Employer shall have no further liability whatsoever to Executive.
(b) In the event of the termination of the Term (and Executive’s employment) pursuant to Sections 5.1 or 5.2 or, if Executive’s employment does not continue on an at-will basis or pursuant to another agreement, upon the expiration of the Term, Employer shall be obligated to pay Executive (or, in the case of a termination under Section 5.1, Executive’s heir or successor) the Base Salary through the date of termination and any annual bonus earned for any fiscal year completed before the date of termination, in each case, that remains unpaid as of the date of termination. Apart from the payments set forth in this Section 5.4(b) and the benefits to which Executive may be entitled under the Employment Arrangements, upon such termination or expiration, as the case may be, Employer shall have no further liability whatsoever to Executive.
(c) If it becomes known that Executive’s employment will terminate for any reason, Employer may, in its sole discretion and subject to its other obligations under this Agreement, relieve Executive of their duties under this Agreement and assign Executive other reasonable duties and responsibilities to be performed until the termination becomes effective.
(d) In the event that any payment or benefit received or to be received by Executive under this Agreement and all other arrangements or programs, including any acceleration of vesting of stock options, restricted stock, restricted stock units, deferred compensation, or long-term incentive awards (collectively, the “Payments”), would constitute an excess parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), as determined in good faith by Employer’s independent auditors, then the portion of the Payments that would be treated as parachute payments under Section 280G of the Code shall be reduced so that the Payments, in the aggregate, are reduced to the Safe Harbor Amount (as defined below). For purposes of this Agreement, the term “Safe Harbor Amount” means the largest portion of the Payments that would result in no portion of the Payments being
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considered parachute payments under Section 280G of the Code. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. In addition, with regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred.
(e) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit (whether under this Agreement or otherwise) that is considered deferred compensation under Section 409A of the Code payable on account of a “separation from service,” and that is not exempt from Section 409A of the Code as involuntary separation pay or a short-term deferral (or otherwise), such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 5.4(f) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Section 409A of the Code, each payment amount or benefit due under this Agreement will be considered a separate payment and Executive’s entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments.
(f) Upon termination of Executive’s employment for any reason, Executive hereby resigns from any and all (i) positions with all Related Companies, whether as a director, manager, general partner, officer or otherwise; (ii) committee memberships, fiduciary capacities or similar positions with respect to employee benefit plans sponsored by any Related Company, and (iii) any other positions associated with any Related Company, except to the extent Employer and Executive agree that Executive shall continue to serve in any such capacities following termination.
6. Restrictive Covenants
6.1 Access to Trade Secrets and Confidential Information. Executive acknowledges and agrees that in the performance of Executive’s duties of employment Executive will be brought into frequent contact with existing and potential customers of Employer and the other Related Companies throughout the world. Executive also agrees that trade secrets and confidential information of Employer and the other Related Companies gained by Executive during Executive’s association with Employer and the other Related Companies have been
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developed by Employer and the other Related Companies through substantial expenditures of time, effort and money and constitute valuable and unique property of Employer and the other Related Companies, and Employer and/or the Related Companies will suffer substantial damage and irreparable harm which will be difficult to compute if, during the Term and thereafter, Executive should disclose or improperly use such confidential information and trade secrets in violation of the provisions of this Section 6. Executive further understands and agrees that the foregoing makes it necessary for the protection of the businesses of Employer and the other Related Companies that Executive not compete with Employer or any other Related Company during their employment, as further provided in this Section 6.
6.2 Non-Compete and Non-Solicit. While employed by Employer or any other Related Company, Executive will not, directly or indirectly, engage in or render any service of a business, commercial or professional nature to any other person, entity or organization, whether for compensation or otherwise, that is in competition with Employer or any other Related Company anywhere in the world. In accordance with this restriction, but without limiting its terms, Executive will not:
(a) enter into or engage in any business which competes with the business of Employer or any other Related Company;
(b) solicit customers, business, patronage or orders for, or sell, any products or services in competition with, or for any business that competes with, the business of Employer or any other Related Company;
(c) divert, entice, or take away any customers, business, patronage or orders of Employer or any other Related Company or attempt to do so; or
(d) promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the business of Employer or any other Related Company.
6.3 Scope of Restricted Activities. For the purposes of Section 6.2, but without limitation thereof, Executive will be in violation thereof if Executive engages in any or all of the activities set forth therein directly as an individual on Executive’s own account, or indirectly as a stockholder, partner, joint venturer, executive, agent, salesperson, consultant, officer and/or director of, or by virtue of the ownership by Executive’s spouse, child or parent of any equity interest in, any firm, association, partnership, corporation or other entity engaging in any or all of such activities; provided, however, Executive’s or Executive’s spouse’s, child’s or parent’s ownership of less than one percent (1%) of the issued equity interest in any publicly traded corporation shall not alone constitute a violation of this Agreement.
6.4 Scope of Covenants. Employer and Executive acknowledge that the time, scope, geographic area and other provisions of Sections 6 and 7 have been specifically negotiated by sophisticated commercial parties and agree that they consider the restrictions and covenants contained in such Sections to be reasonable and necessary for the protection of the interests of the Related Companies, but if any such restriction or covenant shall be held by any
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court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply with such deletion or modification as may be necessary to make it valid and enforceable. The restrictions and covenants contained in each provision of such Sections shall be construed as separate and individual restrictions and covenants and shall each be capable of being severed without prejudice to the other restrictions and covenants or to the remaining provisions of this Agreement.
7. No Solicitation of Employees. Executive will not directly or indirectly, at any time during the Term and the 12-month period after termination of Executive’s employment, either for Executive or for any other person or entity, recruit or solicit for hire any employee, officer, director or other personnel of the Employer or any of the Related Companies, or to induce or encourage such a person or entity to terminate their or its relationship, or breach an agreement, with the Employer or one of the Related Companies. Notwithstanding the foregoing, this provision shall not apply to the extent it is inconsistent with or violates any federal or state law or specific government mandate, order, injunction, consent, assurance of discontinuance, or decree.
8. Nondisclosure of Confidential Information. Executive will keep in strict confidence, and will not, directly or indirectly, at any time during or after Executive’s employment with Employer, disclose, furnish, disseminate, make available or, except in the course of performing Executive’s duties of employment, use any trade secrets or confidential business and technical information of Employer, any other Related Company or any of its respective customers or vendors, without limitation as to when or how Executive may have acquired such information. Such confidential information shall include, without limitation, Employer’s and any other Related Company’s unique selling and servicing methods and business techniques, business strategies, financial information, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information, processes, inventions, patents, copyrights, trademarks and other intellectual property and intangible rights, and other business information. Executive specifically acknowledges that all such confidential information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of Executive and whether compiled by Employer, any other Related Company and/or Executive, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by Employer or another Related Company, as the case may be, to maintain the secrecy of such information, that such information is the sole property of Employer or another Related Company and that any retention and use of such information or rights by Executive during Executive’s employment with Employer (except in the course of performing Executive's duties and obligations hereunder) or after the termination of Executive’s employment shall constitute a misappropriation of Employer’s or another Related Company’s trade secrets, rights or other property. Nothing in this Paragraph or Agreement is meant to override or invalidate other active agreements between Employee and the Company, including, but not limited to, any Confidential Information and Inventions Agreement, restrictive covenants (e.g., non-competition and/or non-solicitation agreements), and arbitration agreements.
9. Legally Authorized Disclosures. Pursuant to Section 7 of the Defend Trade Secrets Act of 2016, Executive is advised that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (a) is
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made: (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Also pursuant to Section 7 of the Defend Trade Secrets Act of 2016, Executive is advised that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. In addition, nothing contained in this Agreement (i) limits Executive’s right to communicate or cooperate with any federal, state or local governmental agency or commission (“Government Agencies”) or (ii) bars Executive from responding to an order, regulation, rule or subpoena of a court or Government Agency.
10. Return of Company Property. Executive agrees that upon termination of Executive’s employment with Employer, for any reason, Executive shall return to Employer, in good condition, all property of Employer and the other Related Companies, including without limitation, the originals and all copies of any materials which contain, reflect, summarize, describe, analyze or refer or relate to any items of information listed in Section 8 of this Agreement. In the event that such items are not so returned, Employer will have the right to charge Executive for all reasonable damages, costs, attorneys’ fees and other expenses incurred in searching for, taking, removing and/or recovering such property.
11. Representations and Warranties. Executive hereby represents and warrants that they have the legal capacity to execute and perform this Agreement, that this Agreement is a valid and binding agreement enforceable against them according to its terms, and that the execution and performance of this Agreement by them does not violate the terms of any existing agreement or understanding, written or oral, to which Executive is a party or any judgment or decree to which Executive is subject. In addition, Executive represents and warrants that Executive knows of no reason why they are not physically or legally capable of performing their obligations under this Agreement in accordance with its terms. Executive hereby indemnifies the Related Companies and shall hold harmless the Related Companies from and against all liability, loss, cost, or expense, including, without limitation, reasonable attorneys’ fees and expenses, incurred by any Related Company by reason of the inaccuracy of Executive’s representations and warranties contained in this Section 11.
12. Survival. Each of the agreements, representations, warranties and covenants set forth in Section 4.5 and Sections 5 through 21 of this Agreement shall survive and shall continue to be binding upon Employer and Executive notwithstanding the termination of Executive’s employment or the expiration of the Term for any reason whatsoever.
13. Breach by Executive. Executive is obligated under this Agreement to render services of a special, unique, unusual, extraordinary, and intellectual character, which give this Agreement particular value. The loss of these services cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, in addition to other remedies provided by law or this Agreement, Employer shall have the right during the Term and any period of non-competition governed by this Agreement, to seek injunctive relief against breach or threatened breach of this Agreement by Executive or the performance of services, or threatened performance
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of services, by Executive in violation of this Agreement, or both. This Section is not meant to limit the damages the Employer may pursue and is not meant to be an exhaustive list of the relief available to the Employer.
14. Controlling Law. This Agreement shall be controlled, construed and enforced in accordance with the laws of the State of California, without regard to conflicts of laws principles.
15. Notices. Any notice to Employer required or permitted under this Agreement shall be given in writing to Employer, either by personal service or by registered or certified mail, postage prepaid, addressed to the Chief Executive Officer of Employer, or equivalent, with a copy to the Chief Financial Officer of Employer, at Employer’s then principal place of business. Any such notice to Executive shall be given in a like manner and, if mailed, shall be addressed to Executive at their home address then shown in Employer’s files. For the purpose of determining compliance with any time limit in this Agreement, a notice shall be deemed to have been duly given (a) on the date of service, if served personally on the party to whom notice is to be given, or (b) on the third business day after mailing, if mailed to the party to whom the notice is to be given in the manner provided by this Section.
16. Amendments. This Agreement may be amended only by written agreement signed by each of the parties to this Agreement.
17. Severability. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided that if Executive breaches Section 6 and if Section 6 is finally determined to be unenforceable, the payment obligations of Section 5.4(a)(iii) shall be deemed void ab initio.
18. Assignment. Executive shall not transfer or assign this Agreement or any part thereof. Employer reserves the right to transfer or assign this Agreement to any organization associated with it or any successor organization; provided, however, that Employer may assign this Agreement to any Related Company the stock or other equity of which is distributed to the shareholders of Employer and which, at the time of such distribution, agrees to employ Executive and assume Employer’s obligations under this Agreement.
19. Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any party other than Employer, the other Related Companies, Executive and their respective successors and permitted assigns.
20. Integration.
(a) This Agreement; the SERP; any stock option, restricted stock, stock appreciation right or other equity compensation plan of Employer or any other Related Company (including, without limitation, the First American Financial Corporation 2010 and 2020 Incentive Compensation Plans) and any award agreement entered into thereunder; any pension plan and pension restoration plan of Employer or any Related Company; any deferred compensation plan of Employer or any other Related Company; any other employee benefit plan of Employer or any
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other Related Company; any change-of-control or similar agreement to which Employer and/or any Related Party and Executive are parties; any Confidential Information and Inventions Agreement between Executive and Employer; and any amendment, restatement or successor to any of the foregoing (the foregoing, collectively, the “Employment Arrangements”) contain the entire Agreement between the parties and supersedes all prior verbal and written agreements, understandings, commitments and practices between the parties. The benefits conferred upon Executive pursuant to this Agreement shall be in addition to the benefits provided for under the other Employment Arrangements; provided, however, that duplicative benefits shall not be payable pursuant to this Agreement and any other Employment Arrangement and, for the avoidance of doubt, none of the benefits provided in this Agreement shall be payable to the extent they are otherwise payable under the other Employment Arrangements.
(b) In the event (i) Executive is a party to an agreement with a Related Company providing for a severance benefit in the event Executive’s employment terminates following a change-in-control (a “Change-in-Control Agreement”), (ii) Executive becomes entitled to such benefit and (iii) Executive becomes entitled to the Severance Amount under Section 5.4(a)(iii), then the severance benefit payable to Executive under the Change-in-Control Agreement shall offset any Severance Amount payable to Executive pursuant to Section 5.4(a)(iii).
21. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
[Signatures on next page]
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement effective as of the day and year first above written.
“EXECUTIVE” |
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“EMPLOYER” |
/s/ Lisa W. Cornehl |
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Name: Lisa W. Cornehl |
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Name: Kenneth D. DeGiorgio |
Date: February 20, 2024 |
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Title: Chief Executive Officer |
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Date: February 20, 2024 |
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Signature Page to Employment Agreement |
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/26 | ||||
| Filed as of: | 2/21/24 | |||
| Filed on: | 2/20/24 | |||
| For Period end: | 12/31/23 | 13F-HR | ||
| List all Filings | ||||