filings.toolsItem 15. Exhibits and Financial Statement Schedules.
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Item 15. Exhibits and Financial Statement Schedules.
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The following documents are filed as part of this Report:
- (a) Financial statements
Reference is made to the information set forth in Part II, Item 8 of this Report, which information is incorporated by reference.
- Consolidated Financial Statement Schedules.
All required Financial Statement Schedules are included in the Consolidated Financial Statements or the Notes to Consolidated Financial Statements.
- Exhibits
The following exhibits are filed as a part of this Report:
| 3.1 | Articles of Amendment to Articles of Incorporation (adopted April 24, 2003) (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 2003), and Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 1999). | |
| 3.2 | Bylaws (incorporated by reference to Exhibit 3b to Form 10-K for the year ended December 31, 2002). | |
| 10.1(a) | Lease of the Registrant for office space at 220 South Ridgewood Avenue, Daytona Beach, Florida dated August 15, 1987 (incorporated by reference to Exhibit 10a(3) to Form 10-K for the year ended December 31, 1993), as amended by Letter Agreement dated June 26, 1995; First Amendment to Lease dated August 2, 1999; Second Amendment to Lease dated December 11, 2001; Third Amendment to Lease dated August 8, 2002; Fourth Amendment to Lease dated October 26, 2004 (incorporated by reference to Exhibit 10.2(a) to Form 10-K for the year ended December 31, 2005); Fifth Amendment to Lease dated 2006 (incorporated by reference to Exhibit 10.1(a) to Form 10-K for the year ended December 31, 2010); and Sixth Amendment to Lease dated August 17, 2009 (incorporated by reference to Exhibit 10.1(a) to Form 10-K for the year ended December 31, 2010). | |
| 10.1(b) | Lease Agreement for office space at 3101 W. Martin Luther King, Jr. Blvd., Tampa, Florida, dated July 1, 2004 and effective May 9, 2005, between Highwoods/Florida Holdings, L.P., as landlord and the Registrant, as tenant (incorporated by reference to Exhibit 10.2(b) to Form 10-K for the year ended December 31, 2005). | |
| 10.1(c) | Lease Agreement for office space at Riedman Tower, Rochester, New York, dated December 31, 2005, between Riedman Corporation, as landlord, and a subsidiary of the Registrant, as tenant (incorporated by reference to Exhibit 10.2(c) to Form 10-K for the year ended December 31, 2005), as amended by Amendment to Lease Agreement dated December 31, 2010 (incorporated by reference to Exhibit 10.1(c) to Form 10-K for the year ended December 31, 2010). | |
| 10.2 | Indemnity Agreement dated January 1, 1979, among the Registrant, Whiting National Management, Inc., and Pennsylvania Manufacturers’ Association Insurance Company (incorporated by reference to Exhibit 10g to Registration Statement No. 33-58090 on Form S-4). | |
| 10.3 | Agency Agreement dated January 1, 1979 among the Registrant, Whiting National Management, Inc., and Pennsylvania Manufacturers’ Association Insurance Company (incorporated by reference to Exhibit 10h to Registration Statement No. 33-58090 on Form S-4). | |
| 10.4(a) | Employment Agreement, dated and effective as of July 1, 2009 between the Registrant and J. Hyatt Brown (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2009). | |
| 10.4(b) | Employment Agreement, dated as of October 8, 1996, between the Registrant and J. Powell Brown (incorporated by reference to Exhibit 10.4(c) to Form 10-K for the year ended December 31, 2007). | |
| 10.4(c) | Employment Agreement, dated as of August 1, 1994, between the Registrant and Cory T. Walker (incorporated by reference to Exhibit 10.4(f) to Form 10-K for the year ended December 31, 2009). | |
| 10.4(d) | Separation Agreement and Release dated January 12, 2011 between the Registrant and Thomas E. Riley (incorporated by reference to Exhibit 10.1 to Form 8-K filed January 19, 2011). | |
| 10.4(e) | Employment Agreement, dated as of November 7, 1997, between the Registrant and J. Scott Penny. |
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| 10.4(f) | Employment Agreement, dated as of January 12, 1998, between the Registrant and C. Roy Bridges, as amended by the amendment effective May 10, 2011 (incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended March 31, 2011). | |
| 10.4(g) | Performance Cash Incentive Award Agreement between the Registrant and C. Roy Bridges dated May 10, 2011 (incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2011). | |
| 10.5 | Registrant’s 2000 Incentive Stock Option Plan for Employees (incorporated by reference to Exhibit 4 to Registration Statement No. 333-43018 on Form S-8 filed on August 3, 2000). | |
| 10.6(a) | Registrant’s Stock Performance Plan (incorporated by reference to Exhibit 4 to Registration Statement No. 333-14925 on Form S-8 filed on October 28, 1996). | |
| 10.6(b) | Registrant’s Stock Performance Plan as amended, effective January 23, 2008 (incorporated by reference to Exhibit 10.6(b) to Form 10-K for the year ended December 31, 2007). | |
| 10.6(c) | Registrant’s Stock Performance Plan as amended, effective July 21, 2009 (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2009). | |
| 10.7 | Registrant’s 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2010). | |
| 10.8 | Note Purchase Agreement, dated as of July 15, 2004, among the Registrant and the listed purchasers of the 5.57% Series A Senior Notes due September 15, 2011 and 6.08% Series B Senior Notes due July 15, 2014 (incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarter ended June 30, 2004). | |
| 10.9 | First Amendment to Amended and Restated Revolving and Term Loan Agreement dated and effective July 15, 2004, by and between the Registrant and SunTrust Bank (incorporated by reference to Exhibit 4.2 to Form 10-Q for the quarter ended June 30, 2004). | |
| 10.10 | Amended and Restated Revolving and Term Loan Agreement dated as of January 3, 2001 by and among the Registrant and SunTrust Bank (incorporated by reference to Exhibit 4a to Form 10-K for the year ended December 31, 2000). | |
| 10.11 | Master Shelf and Note Purchase Agreement Dated as of December 22, 2006, by and among the Registrant and Prudential Investment Management, Inc. and certain Prudential affiliates as purchasers of the 5.66% Series C Senior Notes due December 22, 2016 (incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended December 31, 2006). | |
| 10.11(a) | Letter Amendment dated September 30, 2009, to the Master Shelf and Note Purchase Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed October 5, 2009). | |
| 10.11(b) | Confirmation of Acceptance dated January 21, 2011 (incorporated by reference to Exhibit 10.1 to Form 8-K filed January 27, 2011). | |
| 10.12 | Second Amendment to Amended and Restated Revolving and Term Loan Agreement dated as of December 22, 2006 by and between the Registrant and SunTrust Bank (incorporated by reference to Exhibit 10.15 to Form 10-K for the year ended December 31, 2006). | |
| 10.13 | Third Amendment to Amended and Restated Revolving and Term Loan Agreement dated as of January 30, 2007 by and between the Registrant and SunTrust Bank (incorporated by reference to Exhibit 10.17 to Form 10-K for the year ended December 31, 2006). | |
| 10.14 | Amended and Restated Revolving Loan Agreement dated as of June 3, 2008 by and between the Registrant and SunTrust Bank (incorporated by reference to Exhibit 10.19 to Form 8-K filed June 18, 2008). | |
| 10.15 | Form of Performance-Based Stock Grant Agreement under 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to Form 10-K for the year ended December 31, 2010). | |
| 10.16 | Merger Agreement, dated December 15, 2011, among the Registrant, Pacific Merger Corp., a wholly owned subsidiary of the Registrant, Arrowhead General Insurance Agency Superholding Corporation, and Spectrum Equity Investors V, L.P. | |
| 10.17 | Amended and Restated Revolving and Term Loan Credit Agreement dated as of January 9, 2012 by and between the Registrant and SunTrust Bank. |
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| 10.18 | Promissory Note dated January 9, 2012, by and between Registrant and JPMorgan Chase Bank, N.A. | |
| 10.19 | Letter Agreement dated January 9, 2012 by and between Registrant and JPMorgan Chase Bank, N.A. | |
| 10.20 | Term Loan Agreement dated as of January 26, 2012 by and between the Registrant and JPMorgan Chase Bank, N.A. | |
| 21 | Subsidiaries of the Registrant. | |
| 23 | Consent of Deloitte & Touche LLP. | |
| 24 | Powers of Attorney. | |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification by the Acting Chief Executive Officer of the Registrant. | |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of the Registrant. | |
| 32.1 | Section 1350 Certification by the Acting Chief Executive Officer of the Registrant. | |
| 32.2 | Section 1350 Certification by the Chief Financial Officer of the Registrant. | |
| 101.INS* | XBRL Instance Document. | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. |
| * | These interactive data files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BROWN & BROWN, INC. Registrant | ||||||
| Date: February 29, 2012 | By: | /s/ J. Hyatt Brown | ||||
| J. Hyatt Brown | ||||||
| Acting Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| Signature | Title | Date | ||
| /s/ J. Hyatt Brown | Chairman of the Board and Acting President and Chief Executive Officer (Principal Executive Officer) | February 29, 2012 | ||
| J. Hyatt Brown | ||||
| /s/ Cory T. Walker | Sr. Vice President, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) | February 29, 2012 | ||
| Cory T. Walker | ||||
| President and Chief Executive Officer; Director (currently on temporary leave of absence) | February 29, 2012 | |||
| J. Powell Brown | ||||
| * | Director | February 29, 2012 | ||
| Samuel P. Bell, III | ||||
| * | Director | February 29, 2012 | ||
| Hugh M. Brown | ||||
| * | Director | February 29, 2012 | ||
| Bradley Currey, Jr. | ||||
| * | Director | February 29, 2012 | ||
| Theodore J. Hoepner | ||||
| * | Director | February 29, 2012 | ||
| Toni Jennings | ||||
| * | Director | February 29, 2012 | ||
| Timothy R.M. Main | ||||
| * | Director | February 29, 2012 | ||
| Wendell Reilly | ||||
| * | Director | February 29, 2012 | ||
| John R. Riedman | ||||
| * | Director | February 29, 2012 | ||
| Chilton D. Varner |
| *By: | /s/ LAUREL L. GRAMMIG | |
| Laurel L. Grammig | ||
| Attorney-in-Fact |
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