March 27, 1997
Xx. Xxxx X. Xxxxx, President
AmVestors Financial Corporation
000 X. Xxxxxx Xxxxxx
Xxxxxx, Xxxxxx 00000
RE: Special Incentive Bonus Agreement
Dear Xxxx:
The Board of Directors of AmVestors Financial Corporation ("Corporation")
resolved to allow you to participate in the Special Incentive Bonus
Arrangement ("Arrangement"). This letter outlines the terms of the
Arrangement which could, in the event certain circumstances occur, result in
the payment of a substantial cash bonus to you based upon the Company's 1997
stock performance.
The Board has selected you for participation in the Arrangement as a reward
for your valuable past services to the Corporation and its subsidiaries. In
addition, the Board intends that its extension of the Arrangement to you will
induce you to remain in the service of the Corporation and its subsidiaries,
and continue your valuable and substantial efforts on their behalf.
Eligibility for Bonus
In the event you are not so employed on December 31, 1997, however, you will
still be eligible to receive an unreduced bonus if your termination of
employment was due to your death or disability. For purposes of the
Arrangement, the term "disability" has the meaning set forth in your
Employment Contract. In the event your employment terminates prior to
December 31, 1997, for a reason other than "cause" or a change of control,
you will be eligible to receive a pro rata share of any bonus paid under the
Arrangement based upon the number of days you are employed by the Corporation
or one of its subsidiaries, divided by 365.
In the event your employment is terminated for "cause" pursuant to your
Employment Agreement, you will not be eligible to receive any payment under
the Arrangement.
Amount of Bonus
The cash bonus to be paid under the Arrangement shall be equal to the
following: the difference between the Corporation's per share average
closing common stock price for the last ten (10) trading days in 1997, as
reported in The Wall Street Journal and the per share closing on the price
for the last trading day of 1996. The per share price difference will then
be multiplied by 45,500. It is the intent of the Arrangement, therefore, to
pay you a cash bonus which approximates the growth performance of 45,500
shares of the Corporation's common stock for the 1997 calendar year.
However, in the event that a "change of control" of the Corporation occurs,
you will instead be eligible for a bonus based upon the greater of:
(1) The highest per share price
paid by the person(s) affecting the change of control in acquiring shares of
the Corporation's common stock during the two years prior to the occurrence
of the change of control; or
(2) The average of the share
price of the Corporation's common stock at the close of trading, as later
reported in The Wall Street Journal, for the ten trading days following the
date that the person(s) publicly announce their plan to effect the change of
control.
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For purposes of the Arrangement, the term "change of control" has the meaning
set forth in the AmVestors Financial Corporation Employee Stock Ownership
Plan.
Payment of the Bonus
Except for a bonus payment associated with a change of control, the
Corporation will pay any bonus due you under the Arrangement on or before
January 15, 1998. In the event that a change of control occurs, you will be
paid any bonus due under the Arrangement within 14 days after the effective
date of the change of control. The Corporation will withhold from any bonus
payment due under the Arrangement all amounts it deems necessary or
appropriate to satisfy its liability to withhold federal, state, or local
income or other taxes attributable to any such bonus payment.
Miscellaneous
The Arrangement does not confer upon you any right to continue in the employ
of the Corporation or any subsidiary, and it shall not be construed to
interfere with or otherwise limit the right of the Corporation or any
subsidiary to modify or terminate the terms or conditions of your employment.
-2-
The Board of Directors of the Corporation retains the authority to address
any and all questions which may arise with respect to the interpretation of
the Arrangement, and the Board's determination shall be final and binding as
to all parties.
Please evidence your desire to participate in the Arrangement as described
above by executing this letter and returning it to my attention.
Very truly yours,
AMVESTORS FINANCIAL CORPORATION
R. Xxx Xxx, Chairman
Compensation Committee
Board of Directors of
AmVestors Financial Corporation
ACCEPTED BY:
AMVESTORS FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxxx /s/ Xxxx X. Xxxxx
________________________ _______________________
Participant
Title: _______________________
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