UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington,
  D.C. 20549 

 

FORM 8-K



CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  February 7, 2008 

PRIMUS GUARANTY, LTD.


(Exact name of registrant as specified in its charter)


Bermuda

(State or other jurisdiction of incorporation or organization)


  
     
     
     
  
  
    001-32307

     (Commission File Number) 
     
    Not Required

     (I.R.S. Employer Identification No.)
  
  
     
     
     
  
  
    Clarendon House

2 Church Street

Hamilton HM 11, Bermuda


     
    (Address of principal executive offices) (Zip Code) 
  




  Registrant’s telephone number, including area code: 441-296-0519

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)


 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



    o
     
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



     


    o
     
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



     


    o
     
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



     


    o
     
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





 
 
 
 








Item 5.02     Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Primus Guaranty, Ltd. (the “Company”) is filing this Form 8-K to describe executive officer compensation approved on February 7, 2008.
ANNUAL BONUSES FOR 2007
Cash bonuses in the following amounts were approved:
 


 
        
                        
Name
 
        
                        
 
 
        
                        
Cash Bonus
  
 
        
      
Thomas W. Jasper
 
        
                        
 
 
        
      
$
 
        
      
0
 
        
      
 
  
 
        
                        
Richard Claiden
 
        
                        
 
 
        
                        
$
 
        
                        
200,000
 
        
                        
 
  
 
        
                        
Charles McLendon
 
        
                        
 
 
        
                        
$
 
        
                        
0
 
        
                        
 
  

2008 RESTRICTED STOCK UNIT AWARDS
Pursuant to the Company’s 2004 Share Incentive Plan (the “Incentive Plan”), restricted stock unit awards in the following amounts were approved:
 


 
        
                        
Name
 
        
                        
 
 
        
                        
2008 RSU Award ($)
 
        
                        
 
 
        
                        
2008 RSU Award (# of shares)
 
        
                        
 
  
 
        
                        
Thomas W. Jasper
 
        
                        
 
 
        
                        
 
 
        
      
$1,203,500
 
        
                        
 
 
        
                        
290,000
 
        
                        
 
  
 
        
                        
Richard Claiden
 
        
                        
 
 
        
                        
 
 
        
                        
$   749,714
 
        
                        
 
 
        
                        
180,654
 
        
                        
 
  
 
        
                        
Charles McLendon
 
        
                        
 
 
        
                        
 
 
        
                        
$   830,000
 
        
                        
 
 
        
                        
200,000
 
        
                        
 
  

Each RSU award will vest in three equal annual installments beginning one year from February 7, 2008, the date of the grant. The number of shares included in each award was calculated by dividing the dollar value of the award by $4.15, which was the closing price of the Company’s common stock on the New York Stock Exchange on the day of the grant. 
 
 




Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 


 
        
                        
 
 
        
                        
 
 
        
                        
PRIMUS GUARANTY, LTD.
  
 
        
                        
  
 
        
                        
 
 
        
                        


                        By:
 
        
                        

						
						/s/ Richard Claiden
  
 
        
                        
 
 
        
                        
 
 
        
                        
 
 
        
                        

						
						Richard Claiden
 Chief Financial Officer
 (Duly Authorized Officer and Principal Financial Officer)
  

Dated: February 11, 2008