Amendment to Employment Agreement of X. Xxxxxxx Xxxxxx
This Amendment ("Amendment"), dated January 30, 1999, amends the Employment
Agreement, dated as of July 10, 1998 (the "Agreement"), between Orion Capital
Corporation, a Delaware corporation (the "Company"), and X. Xxxxxxx Xxxxxx
("Executive");
W I T N E S S E T H:
The Agreement is amended as set forth below.
Paragraph 7 (a) of this Agreement is amended in its entirety to read as follows:
Involuntary Termination - Upon the Company's election of Early Termination
pursuant to Section 6 (c) for reasons other than Cause, the following additional
provisions shall apply:
Severance Pay - The Executive shall continue to receive Base Salary for two
(2) years after the Date of Termination.
Bonus - The Executive shall continue to receive a Bonus for two (2) years
after the Date of Termination. Such amount shall be determined based on the
greater the last performance bonus paid or the average of the last two
performance bonuses paid immediately preceding the Date of Termination.
Car Allowance - The Executive shall continue to receive a car allowance for
the two- (2) year period after the Executive's Date of Termination. The amount
of such car allowance shall equal the amount, if any, being received by the
Executive as of the Date of Notice.
Long-Term Incentive - The Executive shall continue to vest for the two- (2)
year period following the Executive's Date of Termination.
Medical, Dental, 401(k) Profit Sharing and Supplemental Benefit Plans - The
Executive shall continue to be treated as a participant in all such plans in
which the Executive shall have been a participant on the date Notice of
Termination, based on then applicable and corresponding elections and
contribution rates, for the 3-year period commencing on the Executive's Date of
Termination. If such amounts cannot be paid to the plans, the tax-adjusted value
the Executive would have received shall be determined and paid by the Company
(outside of the plans). The Executive shall be allowed to change the Executive's
payment election under the terms of such Supplemental Benefit Plan at the
Executive's Date of Termination.
Deferred Compensation Plan - The Executive shall cease participation as of
the Executive's Date of Termination and shall be allowed to change the
Executive's payment election under the terms of such Deferred Compensation Plan
at the Executive's Date of Termination.
Split Dollar Life Insurance - The Executive shall have the option to
purchase the Company's interest in the split dollar policy on the Executive's
Date of Termination or expiration of the Term, for an amount equal to the sum of
the premiums paid to date of transfer by the Company.
2. Paragraph 7 (e) of this Agreement is amended in its entirety to read
Change in Control. In the event of termination following a Change in
Control the following provisions shall apply.
Severance Pay - The Executive shall receive Base Salary for 3 years
after the Executive's Date of Termination.
Bonus - The Executive shall continue to receive a Bonus for three (3) years
after the Date of Termination. Such amount shall be determined based on the
greater the last performance bonus paid or the average of the last two
performance bonuses paid immediately preceding the Date of Termination.
Car Allowance - The Executive shall continue to receive a car allowance
for the 3- year period after the Executive's Date of Termination. The amount of
such allowance shall equal the amount, if any, being received by the Executive
as of the date of the Change in Control
Medical, Dental, 401(k) Profit Sharing and Supplemental Benefit Plans - The
Executive shall continue to be treated as a participant in all such plans in
which the Executive shall have been a participant on the date Notice of
Termination, based on then applicable and corresponding elections and
contribution rates, for the 3-year period commencing on the Executive's Date of
Termination. If such amounts cannot be paid to the plans, the tax-adjusted value
the Executive would have received shall be determined and paid by the Company
(outside of the plans). The Executive shall be allowed to change the Executive's
payment election under the terms of such Supplemental Benefit Plan at the
Executive's Date of Termination.
Deferred Compensation Plan - The Executive shall cease participation as of
the Executive's Date of Termination and shall be allowed to change the
Executive's payment election under the terms of such Deferred Compensation Plan
at the Executive's Date of Termination.
Split Dollar Life Insurance - The Company shall continue to pay the premium
related to the Executive's participation in the Split Dollar Life Insurance Plan
for the 3-year period commencing on the Executive's Date of Termination. The
Executive shall have the option to purchase the Company's interest at the end of
such 3-year period for an amount equal to the sum of the premiums paid to date
by the Company
Long Term Incentives - All awards made to the Executive under long-term
incentive plans or programs shall immediately vest and be payable and all
restrictions shall lapse.
In Witness Whereof, the parties have executed this Amendment as of the
date herein above set forth.
ORION CAPITAL CORPORATION
By: _______________________
Name: _________________
Title: _________________
EXECUTIVE
By: _______________________
Name: X. Xxxxxxx Xxxxxx
