Exhibit 10.17
AMENDMENT
to
EMPLOYMENT AGREEMENT ("AGREEMENT")
between
TRIAD GUARANTY INSURANCE CORPORATION ("COMPANY")
and
XXXXXX X. XXXXXXXX ("EMPLOYEE")
dated
OCTOBER 20, 1993
WHEREAS, Company and Employee are currently parties to the Agreement; and
WHEREAS, the parties desire to address changes in the treatment of bonus or
incentive compensation under the Agreement in view of the significant changes in
the Company's bonus programs since execution of the Agreement; and
WHEREAS, the parties desire to memorialize their understandings with
respect to these changes by amending the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto agree as follows:
1. The last paragraph of Section 7(c)(i) is amended by deleting the last
sentence of the paragraph in its entirety.
2. Section 7(c)(ii) of the Agreement is deleted in its entirety and the
following is substituted therefor:
"(ii)Notwithstanding anything contained herein to the contrary,
the Company also may terminate this Agreement and Employee's
employment hereunder for any reason whatsoever, upon no less than
sixty (60) days prior written notice to Employee. In the event that
the Company terminates this Agreement pursuant to the provisions of
this Section 7(c)(ii), Employee shall be entitled to receive his
salary up to the date of termination set forth in the notice of
termination and a severance payment equal to 200% of the total annual
salary paid to Employee by the Company and/or TGI during the two
calendar years prior to the year of termination (the "Severance
Payment"). At the option of the Company, the Severance Payment shall
be payable either in a lump sum cash payment or in twenty-four (24)
monthly installments commencing on the first day of the month
following termination of this Agreement. If for any reason any court
determines that any of the restrictions contained in Section 8 hereof
are not enforceable, the Company shall have no obligation to pay the
Severance Payment or any remaining installment thereof to Employee.
3. Section 10(a) of the Agreement is deleted in its entirety and the
following is substituted therefor:
"(a) Change in Control Severance Compensation. Within two years
following a Change in Control (as defined below), in the event of (i)
a material and adverse change in the status or position of Employee as
an executive officer of the Company including, without limitation, a
material diminution in duties or responsibilities, except in
connection with the incapacity of Employee, (ii) the transfer or
relocation by the Company of the office of Employee which would
require Employee to be based more than 50 miles distant from the
location of his office immediately prior to such transfer or
relocation, or (iii) the discontinuance of any bonus or incentive
compensation plan for which the Company or TGI has determined Employee
to be eligible and which represents a material portion of the
Employee's annual compensation, Employee shall be entitled to
terminate this Agreement and his employment hereunder and receive from
the Company a payment equal to 200% of the total annual salary paid to
Employee by the Company and/or TGI during the two calendar years prior
to the year of termination (the "Change of Control Compensation"). At
the option of the Company, the Change in Control Compensation shall be
payable either in a lump sum cash payment or in twenty-four (24)
monthly installments commencing on the first day of the month
following termination of this Agreement. If for any reason any court
determines that any of the restrictions contained in Section 8 hereof
are not enforceable, the Company shall have no obligation to pay the
Change in Control Compensation or any remaining installment thereof to
Employee."
4. Except as expressly provided in this Amendment or as necessary to
effectuate its terms, the terms of the Agreement remain unchanged.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its
duly authorized officer and Employee has signed this Amendment to be effective
immediately upon execution by each of the parties.
COMPANY: EMPLOYEE:
TRIAD GUARANTY INSURANCE
CORPORATION
By:
-----------------------------------
Name (Printed): ----------------------------
----------------------- Xxxxxx X. Xxxxxxxx
Title:
-------------------------------- Date:
Date: -----------------------
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