ADDENDUM NO. 2
This Addendum No. 2, effective as of July 12, 2007, by and between
Universal Insurance Holdings, Incorporated (formerly Universal Heights, Inc.)
(hereinafter the "Company"), and Xxxx X. Xxxxxx ("Employee"), modifies and
amends the existing employment agreement ("Agreement") and adopts all prior
Addenda thereto ("Prior Addenda") between the Company and the Employee, and
amends provisions of the Agreement and the Addenda only in respect of the
matters set forth herein, and otherwise the Agreement and Prior Addenda remain
in full force and effect as if this Addendum No. 2 had not been executed:
I. In respect of "Article 2." of the Agreement entitled "Term,"
the "Expiration Date" defined therein is hereby modified and changed to December
31, 2009.
II. In respect of "Article 9." of the Agreement entitled "Change
in Control," subsection (b) is deleted in its entirety and replaced with the
following: "If a change in control occurs as defined in subsection 9(a) above on
or before December 31, 2008, then the Company shall pay to Employee an amount
equal to (i) one times the salary then in effect at the time of the change in
control and (ii) an amount equal to one times any bonuses paid in respect of the
preceding fiscal year. Effective, January 1, 2009, if a change in control
occurs as defined in subsection 9(a) above, then the Company shall pay to
Employee an amount equal to (i) forty-eight (48) months base salary and (ii) an
amount equal two times any bonuses paid in respect of the preceding fiscal
year."
III. In respect of "Article 9." of the Agreement entitled "Change
in Control," subsection (d) is added in its entirety to provide the following:
"Effective, January 1, 2009, notwithstanding anything in this Agreement to the
contrary, in the event it is determined by an independent accounting firm chosen
by mutual agreement of the parties that any economic benefit, payment or
distribution by the Company to or for the benefit of the Employee, whether
paid, payable, distributed or distributable pursuant to the terms of this
Agreement or otherwise (a "PAYMENT"), would be subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code of 1986, as amended (the "CODE"),
(such excise tax referred to in this Agreement as the "EXCISE TAX"), then the
value of any such Payments payable under this Agreement which constitute
"parachute payments" under Section 280G(b)(2) of the Code, as determined by the
independent accounting firm, will be reduced so that the present value of all
Payments (calculated in accordance with Section 280G of the Code and the
regulations thereunder), in the aggregate, equals the Safe Harbor Amount. The
"SAFE HARBOR AMOUNT" is equal to 2.99 times the Employee's "base amount," within
the meaning of Section 280G(b)(3) of the Code."
IN WITNESS WHEREOF, this Addendum No. 2 has been signed and executed
as on this 12th day of July, 2007.
UNIVERSAL INSURANCE HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxx Date: July 12, 2007
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Name:
/s/ Xxxx X. Xxxxxx
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XXXX X. XXXXXX - Employee
