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EXHIBIT 10(G)
ADDENDUM TO EMPLOYMENT AGREEMENT,
DATED SEPTEMBER 18, 1997
BETWEEN
FIDELITY NATIONAL CORPORATION
AND
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
This Addendum ("Addendum") is entered into as of the 3rd day of
November, 1997, by and between Fidelity National Corporation ("Corporation") and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ("Executive").
WHEREAS, the Corporation and the Executive have entered into an
Employment Agreement, dated September 18, 1997 ("Employment Agreement"); and
WHEREAS, the parties wish to amend paragraph 3(b) as set forth
therein.
NOW THEREFORE, in consideration of the mutual promises herein made
and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Amendment of paragraph 3(b). Paragraph 3(b) of the Employment
Agreement, is amended to add the following:
Subsequent to the date of any written notice of termination
provided to ▇▇▇▇▇▇ pursuant to this paragraph 3(b), Fidelity
shall engage the independent accounting firm regularly
utilized by Fidelity (the "Accounting Firm") to provide to
Fidelity and ▇▇▇▇▇▇, at Fidelity's expense, a determination
of whether any compensation payable to ▇▇▇▇▇▇ pursuant to
this paragraph 3(b) constitutes a "parachute payment" (A
"Parachute Payment") as defined in Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"). If
the Accounting Firm determines that any compensation payable
to ▇▇▇▇▇▇ pursuant to this paragraph 3(b) constitutes a
Parachute Payment, the Accounting Firm shall also determine:
(i) the amount of the excise tax to be imposed under Section
4999 of the Code; (ii) whether ▇▇▇▇▇▇ would realize a
greater amount after federal and Georgia income taxes
(assuming the highest marginal rates then in effect apply)
if the compensation payable to ▇▇▇▇▇▇ pursuant to this
paragraph 3(b) were reduced (assuming latest payments are
reduced first) so that no amount payable to ▇▇▇▇▇▇ hereunder
constitutes a Parachute Payment than he would realize after
federal and Georgia income taxes (assuming the highest
marginal rates then in effect apply) so that no amount
payable to ▇▇▇▇▇▇ hereunder constitutes a Parachute Payment
than he would realize after federal and Georgia income taxes
(assuming the highest marginal rates then in effect apply)
and after imposition of the excise tax
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under Section 4999 of the Code if the amounts payable to
▇▇▇▇▇▇ hereunder were not so reduced; and (iii) if the
Accounting Firm determines in (ii) above that ▇▇▇▇▇▇ would
realize a higher amount if the compensation payable to
▇▇▇▇▇▇ were so reduced, the amounts of the reductions. All
determinations should be made on a present value basis. The
Accounting Firm shall provide to Fidelity and to ▇▇▇▇▇▇ a
written report of its determinations hereunder no later than
forty-five (45) days prior to the termination date. No later
than fifteen (15) days following his receipt of the report
from the Accounting Firm, ▇▇▇▇▇▇ may notify Fidelity in
writing of any disagreement with said report, and in such
case, Fidelity shall direct the Accounting Firm to promptly
discuss its determinations with an accountant or other
counsel designated by ▇▇▇▇▇▇ in his written notice and seek
to reach an agreement regarding same no later than fifteen
(15) days prior to the termination date, with Fidelity and
▇▇▇▇▇▇, each bearing the cost of their own accountants or
counsel. If no agreement can be reached, the matter shall be
promptly submitted to binding arbitration under paragraph 13
hereof. The determinations so made shall be binding on the
parties. If it is determined hereunder that ▇▇▇▇▇▇ would
realize a greater amount after federal and Georgia income
taxes (assuming the highest marginal rates then in effect
apply) if the compensation payable to him pursuant to this
paragraph 3(b) were reduced (assuming latest payments are
reduced first) so that no amount payable to ▇▇▇▇▇▇ hereunder
constitutes a Parachute Payment, then the amounts payable to
▇▇▇▇▇▇ pursuant to this paragraph 3(b) shall be so reduced.
2. Ratification. Except as set forth herein, the parties hereto ratify
and confirm the Employment Agreement.
IN WITNESS WHEREOF, the parties have executed this Addendum as of
the date and year first set forth above.
FIDELITY NATIONAL CORPORATION
By:/s/ R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III
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Name: R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III
Title: Director
EXECUTIVE
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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