1
CLARIFICATION TO THE
GAINSCO, INC.
EXECUTIVE INCENTIVE COMPENSATION PLAN
WHEREAS, GAINSCO, INC. ("GAINSCO") has adopted and continues to
maintain a plan providing incentive compensation for a select group of its
executives which is entitled the GAINSCO Executive Incentive Compensation Plan
(the "Plan");
AND WHEREAS, the Plan is attached to and its terms are incorporated
into the Employment Agreement (the "Agreement") between ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ (the "Employee"), which was executed on July 5, 1979;
AND WHEREAS, ▇▇▇▇▇▇▇ has administered the Plan in a consistent manner
over the years to reflect the true intent of the parties relative to the
entitlement of the Employee to the benefits provided by the Plan and the amount
of those benefits.
AND WHEREAS, certain ambiguous provisions of the Plan could possibly be
misinterpreted to represent some intent or meaning inconsistent with the
original intent and meaning of GAINSCO relative to the entitlement of the
Employee to the benefits provided by the Plan and the amount of those benefits.
NOW THEREFORE, the Plan is hereby corrected as follows to remove any
ambiguity from the terms of the Plan and to make the language of the Plan
accurately reflect the original meaning and intent of GAINSCO relative to the
entitlement of the Employee to the benefits provided by the Plan and the amount
of those benefits as reflected by the manner in which GAINSCO has administered
the Plan over the years.
The recital paragraph of the Plan which precedes Paragraph I is hereby
deleted in its entirety and the following is substituted in its place:
The following plan of executive incentive
compensation shall become effective for the calendar year 1988
and subsequent years unless rescinded or modified by the Board
of Directors. However, to the extent that this plan is or has
been incorporated into the terms of the Employment Agreement
between GAINSCO, INC. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Employee:"),
and the terms of such Employment Agreement provide that the
Employee's Base Share of the Fund created under this plan
shall not be reduced without the consent of the Employee, then
the Board of Directors does not have the power to rescind,
modify or terminate the plan or take any other action,
relative to the administration of the plan which would have
the effect of reducing the Employee's Base
2
Share of the Fund created under this plan without the consent
of the Employee.
The Executive Incentive Compensation Committee shall
be made up of three persons, consisting of the President and
two members of the Board of Directors. A simple majority vote
shall be necessary for administering the plan.
EXECUTED on behalf of ▇▇▇▇▇▇▇, INC. as of the 16th day of May, 1995.
By: S/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
