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EXHIBIT 10(v)
AMERICAN BANKERS INSURANCE GROUP
EXECUTIVE COMPENSATION AGREEMENT
This agreement is hereby entered into between American Bankers Insurance Group,
Inc., a corporation organized under the laws of Florida (hereinafter the
"Corporation") and (hereinafter "Employee").
In consideration of the mutual covenants set forth herein, the parties to this
contract agree as follows:
1. Definitions
As used herein, the term:
(a) "Merged" or "Sold" shall mean the consummation of
any transaction or series of transactions in which a person
or group of related or affiliated persons obtains ownership
of stock of the Corporation sufficient to exercise control
over the operations of the Corporation and such person or
group does not presently have the ability to exercise such
control. Such a merger or sale shall be deemed to have taken
place if:
(i) a tender offer or series of offers has been
made to and accepted by 50 percent or more of the
Corporation's stockholders; or
(ii) a transfer of stock has occurred which is
sufficient to allow the new purchaser (or group of
related or affiliated purchasers) to elect a majority
of directors other those proposed by the management of
the Corporation.
(ii) a majority of the Board of Directors of the
Corporation is replaced in any one year; or
(iv) a merger or reorganization is consummated
which results in existing shareholders of the
Corporation owning less than 50 percent of the voting
stock of the corporation acquiring the Corporation (or,
if the Corporation is the acquiring corporation,
results in existing shareholders of the Corporation
owning less than 50 percent of the voting stock of the
Corporation); or
(v) more than 50 percent of the assets of the
Corporation are sold.
While a merger or sale shall be deemed to have taken place in the circumstances
described in (i) through (v) above, these circumstances shall not be construed
to be exclusive but rather as examples of circumstances described in the first
sentence of this subparagraph 1. (a).
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(b) "Current Annual Salary" shall mean the total amount of
salary (excluding any bonus or deferred compensation) to
which Employee was entitled during the last twelve months
prior to the Triggering Event, as defined in paragraph 3. If
Employee was not employed full-time by the Corporation for
the full twelve months before the Triggering Event, then his
Current Annual Salary shall be the total amount of salary to
which Employee was entitled in the last consecutive or
nonconsecutive twelve months of full time employment by the
Corporation prior to the Triggering Event.
(c) "Retirement" shall mean termination of employment
with the Corporation at or after attainment of age 65.
(d) "Termination for convenience of the Corporation" shall
mean termination of employment at the behest of the
Corporation, whether by dismissal or by requested
resignation, but shall not include termination for cause or
an unsolicited voluntary resignation. A decrease in
Employee's salary for any year to a level which is less than
eighty (80) percent of his salary for any prior year shall,
if Employee resigns after such decrease, be deemed a
termination for the convenience of the Corporation.
(e) "Termination for cause" shall, as defined herein and
solely for purposes of this agreement, mean termination of
employment for reasons of abuse of alcohol or drugs, or the
like; or such illness, disability, or personal family
problems as preclude Employee from rendering satisfactory
services for a period of three months or more.
(f) "Termination for malfeasance" shall mean termination of
employment for reasons of fraud, misappropriation,
embezzlement, or other malfeasance.
(g) "Net Portfolio Rate" of the Corporation shall mean the
rate of return on new investments of American Bankers Life,
Assurance Company for the year in which the Triggering Event
with respect to the Employee occurs, net of all federal,
state or local taxes applicable to income from such
investments.
(h) "He" or "his" shall include "she" or "her," respectively.
2. Obligations of Employee
Employee agrees to continue to serve the Corporation in the capacity held
by him on the date of this agreement, or in such capacity as may from
time to time be mutually agreed, until the first occurrence of a
Triggering Event, devoting his full time and best efforts to the needs
and interests of the Corporation.
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3. Obligations of Corporation
Upon the first occurrence of any of the following conditions (hereinafter
called "Triggering Events", the Corporation agrees to pay the amount
specified in this paragraph (hereinafter called the "Designated Amount"),
in addition to any other compensation otherwise owing, in accordance with
the provisions of paragraphs 4 and 5 hereof:
(a) If, while the Employee is employed by the Corporation, the
Corporation is Merged or Sold, the Designated Amount shall be an
amount equal to twice the Employee's Current Annual Salary. In any
such merger or sale, the Corporation agrees to ensure that the
surviving company or the purchaser assumes the obligation to pay
such amount to the extent that it has not otherwise been paid.
(b) If the Employee dies while still employed by the Corporation,
the Designated Amount (to be paid to his Designated Beneficiary
described in paragraph 8 below) shall be an amount equal to one and
one-half the Employee's Current Annual Salary.
(c) Upon the Retirement of the Employee, the Designated Amount
shall be an amount equal to the Employee's Current Annual Salary.
(d) If the Employee is terminated for the convenience of the
Corporation but not for cause, the Designated Amount shall be an
amount equal to the Employee's Current Annual Salary.
(e) If the Employee is terminated for cause, the Designated Amount
shall be an amount equal to the Employee's Current Annual Salary.
(f) If the Employee is terminated for malfeasance or voluntarily
terminates employment in circumstances other than those described
in subparagraphs l(c) or (d), the Designated Amount shall be zero.
4. Method of Payment
The Designated Amount shall, upon the occurrence of a Triggering Event,
be credited to an account on the books of the Corporation. Such account
shall be for bookkeeping purposes only, and neither Employee nor his
Designated Beneficiary shall have any right, title, interest or priority
therein. Such account shall also be credited not less than annually with
interest on the unpaid amount credited thereto at the Corporation's Net
Portfolio Rate. Except as provided below, the amounts credited to such
account shall be paid to Employee ore upon his death to his Designated
Beneficiary, in monthly installments. Such installments, the
precise amounts of which shall be determined in accordance with this
agreement by the Planning and Compensation Committee of the Board of
Directors of the Corporation (hereinafter "the Committee"), shall be as
nearly
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equal in amount as is feasible, and shall commence on February 1
of the calendar year immediately following the year in which the
Triggering Event occurs.
At the time of entering into this agreement, Employee may, by executing
the election contained in paragraph 11 hereof, elect to have any amount
to which he or his Designated Beneficiary may become entitled under this
agreement paid as a lump sum (rather than in
monthly installments) either as soon as practical after the occurrence
of the Triggering Event or on February 1 of the calendar year
immediately following the year in which the Triggering Event occurs.
If at any time, the Internal Revenue Service determines that Employee or
his Designated Beneficiary are subject to federal income tax an unpaid
amounts to which Employee or his Designated Beneficiary have become
entitled under this agreement, and Employee or his Designated Beneficiary
agree to such determination, then all such unpaid amounts shall be paid
forthwith to Employee or his Designated Beneficiary.
5. Right to Request Modification of Method of Payment
Employee, or in the event of his death his Designated Beneficiary, may at
any time request that the Corporation alter the method of payment
applicable under paragraph 4 of this agreement with respect to the
payment of any amounts not yet due. Any such request should be in
writing, addressed to the Committee, and should specify the alteration in
the otherwise applicable method of payment requested. The Committee
shall have absolute discretion to determine whether to grant or deny any
such request.
6. Source of Payment
All amounts paid hereunder shall be paid in cash from the general funds
of the Corporation and no special or separate fund shall be established
and no segregation of assets shall be made to assure the payment of such
amounts, nor shall the existence of any bookkeeping account with respect
to such amounts be construed to imply the existence of any such separate
fund or segregation of assets. Employee and his Designated Beneficiary
shall have no right, title, interest, or priority whatever in or to any
investments which the Corporation may make to aid it in meeting its
obligations hereunder. Nothing contained in this agreement, and no
action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship, between the
Corporation and Employee or any other person. To time extent that any
person acquires a right to receive payments from the Company, such right
shall be no greater than the right of an unsecured creditor.
7. Employment by Subsidiary
For purposes of this agreement, employment with any corporation or other
entity more than one-half of the ownership interest in which is held by
the Corporation shall be treated as employment with the Corporation.
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8. Designated Beneficiary
(a) Employee shall designate in a written statement delivered to
the Committee the person (or persons), herein referred to as his
Designated Beneficiary, entitled to receive any amounts due under
this agreement in the event of Employee's death. Employee shall
have the right to change his Designated Beneficiary at any time.
(b) Employee may name more than one person as Designated
Beneficiary to share in such proportion as Employee elects.
(c) Employee may name a hierarchy of persons as Designated
Beneficiary, each level becoming entitled to the rights of a
Designated Beneficiary only if all persons on higher levels shall
predecease Employee.
(d) If Employee fails to name a Designated Beneficiary or if all
such persons predecease Employee, then upon the death of the
Employee any amounts payable under this agreement shall be paid to
Employee's estate in a lump sum.
(e) If the Designated Beneficiary dies while receiving payments
under an annuity payout option, then such payments shall continue
to the next living level of the hierarchy described in subparagraph
(c) of this paragraph, if any. If no such person or persons are
alive, then payments shall continue to any person the Designated
Beneficiary may have designated while alive. If none exists, then
the balance of the account shall be paid to the estate of the
Designated Beneficiary.
9. This agreement is a personal agreement, and the rights of Employee or his
Designated Beneficiary hereunder may not be sold, transferred, assigned,
pledged, hypothecated, or otherwise encumbered. This agreement shall be
binding on and inure to the benefit of the successors and assigns of the
Corporation. During Employee's lifetime the parties hereto by mutual
agreement may amend, modify, or rescind this agreement without the consent
of any other person.
10. If Employee voluntarily terminates his employment with the Corporation in
circumstances other than those described in paragraph 1.(d) before the
occurrence of a Triggering Event, all his rights hereunder shall be
forfeited.
11. [Optional Election] I hereby elect in accordance with paragraph 4 of this
agreement to have any amount to which I may become entitled under this
agreement paid to me or to any Designated Beneficiary as a lump sum.
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as soon as feasible after the occurrence of the
------------------- Triggering Event or
(Employee initials)
on February I of the calendar year immediately
------------------- following the year in which the Triggering
(Employee initials) Event occurs.
In witness whereof, the parties hereto have executed
this agreement on this day of , Nineteen
Hundred and Eighty-eight.
American Bankers Insurance Group, Inc.
By:
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(Title)
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Employee
