AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment (this "Amendment") amends and modifies the Employment
Agreement (the "Agreement") between Life Re Corporation, a Delaware
corporation (the "Company"), and Xxxxxxx X. Xxxxxx (the "Executive"),
effective as of June 9, 1995.
WHEREAS, the Company and the Executive desire to amend the Agreement to
provide the Executive with additional security in the event of a change in
control of the Company;
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
(1) A paragraph 9A, which reads in its entirety as follows,
shall be added to the Agreement:
9A. Change in Control. Within thirty days after the
occurrence of a Triggering Event, the Executive, in his sole
discretion, may elect to either (i) terminate his employment with
the Company following the occurrence of the Change in Control
relating to the Triggering Event (if such Change in Control
actually does occur), or (ii) continue his employment with the
Company, regardless of the occurrence of the Change in Control. If
the Executive does not inform the Company of his decision to
terminate his employment therewith following the related Change in
Control (should such Change in Control actually occur) within
thirty (30) days after the occurrence of the Triggering Event, the
Executive will be deemed to have elected to continue his
employment with the Company. If the Executive elects to terminate
his employment with the Company following the occurrence of the
Change in Control, upon such termination, pursuant to the last
paragraph of this paragraph 9A, the Company will cause the
Executive to be paid the amount the Executive would have been paid
under paragraph 9(a) had his employment with the Company been
terminated by the Company following the occurrence of a Change in
Control.
For purposes of this paragraph 9A, a "Triggering Event"
shall mean solely the earliest to occur of the following:
(i) for purposes of a Change in Control under paragraph
20(e)(i), the date as of which any person (as such term is used in
paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in
this paragraph 20(e), "Person") files a Form A or similar
application with a regulatory authority in either case which
evidences an intent to effect a Change in Control; and
(ii) for purposes of a Change in Control under paragraph
20(e)(ii) or (iii), the date on which notice of the applicable
shareholder vote is sent to holders of common stock of the
Company.
Upon receiving timely notice from the Executive that he has
elected to terminate his employment with the Company should the
Change in Control actually occur pursuant to this paragraph 9A,
the Company shall fully and immediately fund the trust established
for the benefit of the Executive and other similarly-situated
executives of the Company ("Trust") for the payment of the amount
referred to in the last sentence of the first paragraph of this
paragraph 9A. If the Executive elects to terminate his employment
with the Company pursuant to this paragraph 9A and a Change in
Control does occur, pursuant to the terms of the trust agreement
establishing the Trust, the trustee of the Trust will be directed
by the Company to pay all of the funds in the Trust to the
Executive upon his termination of employment with the Company. If
the Change in Control does not occur within eighteen (18) months
of the date on which the trust is funded, the Trust corpus shall
be returned to the Company and all of the provisions of this
paragraph 9A shall again become newly effective as if never
triggered.
(2) This Amendment shall be effective as of September 1, 1996.
(3) No other provision of the Agreement shall be changed or
modified by this Amendment.
IN WITNESS WHEREOF, the Company has caused this Amendment to be signed
by its authorized representatives, and the Executive has hereunto set his
hand, as of November 11, 1996.
LIFE RE CORPORATION
By: /s/ W. Xxxxxx Xxxxxx,
Vice President,
General Counsel and Secretary
EXECUTIVE:
By: /s/ Xxxxxxx X. Xxxxxx
