EXHIBIT 10.5(xiii)
AMENDMENT NO. 2
TO SEVERANCE AGREEMENT
BETWEEN
THE CENTRIS GROUP, INC.
AND
XXXXXX X. XXXXX, III
_______________ _______________
WHEREAS, THE CENTRIS GROUP, INC., a Delaware corporation (the "Company"), and
XXXXXX X. XXXXX, III (the "Executive") entered into a Severance Agreement dated
December 4, 1996, and to an Amendment No. 1 thereto dated August 29, 1997
(collectively referred to herein as the "Agreement"), which relates to the
termination of Executive's employment with the Company under certain
circumstances; and
WHEREAS, the Company and the Executive desire to amend Section 5(a) which
defines the obligations of the Company regarding salary and bonus termination
payments to Executive;
NOW, THEREFORE, in consideration of the Executive's agreement to continue his
employment with the Company for a period of a minimum of six (6) months from the
date of this Amendment and the payment by the Company to Executive of $1.00 and
other good and valuable consideration, receipt of which is hereby acknowledged,
the Company and the Executive hereby agree to enter into this Amendment to the
Agreement as follows:
1. Section 5(a) of the Agreement as originally written shall be stricken and
eliminated from the Agreement, and shall be completely replaced by a new Section
5(a), which shall read in full as follows:
(a) Salary and Bonus: Subject to the limitations set forth in Section
7 hereof, the Company shall pay to the Executive that amount which is equal
to his regular base salary, at the rate then in effect, for a period of
two (2) years, plus a bonus in an amount which shall be equal to the largest
cash bonus actually received by Executive during his term of employment with
the Company; provided, however, that if Executive shall have entered into an
Employment Agreement with the Company which is in effect at the time of
Executive's termination, then and in that event the Company and Executive
agree that upon Executive's termination Executive shall be entitled to
receive either (i) the salary and bonus termination payments under this
Section 5(a), or (ii) the salary and bonus terminations payments provided for
in such Employment Agreement, whichever salary and bonus termination payment
is the greater; but under no conditions shall Executive be entitled to
receive upon termination both the salary and bonus termination payments under
this Severance Agreement and the salary and bonus termination payments under
any such Employment Agreement.
2. Apart from this Amendment, the terms of the Agreement as entered into on
December 4, 1996 and as amended by Amendment No. 1 on August 29, 1997 shall
otherwise in all respects remain as originally written to the extent that such
terms do not conflict with or are inconsistent with this Amendment.
IN WITNESS WHEREOF, this Amendment No. 2 has been executed by a duly
authorized officer of the Company and by the Executive as of the 1st day of
March, 1998.
Company: THE CENTRIS GROUP, INC.
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By /s/ Xxxxx X. Xxxxxxx
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XXXXX X. XXXXXXX
President and Chief Executive Officer
Executive:
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/s/ Xxxxxx X. Xxxxx, III
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XXXXXX X. XXXXX, III
