EXHIBIT 10 (e)
FOURTH AMENDMENT TO
EXECUTIVE COMPENSATION AGREEMENT
This Fourth Amendment to Executive Compensation Agreement (the AThird
Amendment@) is made and entered into effective as of June 1, 2001, by and
between XXXXX X. XXXXXXXX (the AExecutive@) and HALLMARK FINANCIAL SERVICES,
INC. (the ACompany@).
Recitals:
WHEREAS, the Company and Executive have entered into an Executive
Compensation Agreement dated August 24, 1994, which Executive Compensation
Agreement has been amended by a First Executive Compensation Agreement
Amendment dated August 24, 1995, a Second Amendment to Executive
Compensation Agreement dated November 30, 1995, letter agreements dated
December 29, 1998 and December 14, 1999, and a Third Amendment to Executive
Compensation Agreement dated November 15, 2000 (as amended, the
AAgreement@); and
WHEREAS, the Company and Executive desire to further amend the
Agreement as set forth herein;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and
Executive hereby agree as follows:
Amendment:
1. Amendment of Article I. Article I of the Agreement is hereby
deleted in its entirety and a new Article I substituted therefor which shall
read as follows:
ARTICLE I
DUTIES AND COMPENSATION
Title and Duties
1.01 (a) Until December 31, 2001, or such earlier time as he
resigns or is removed, the Executive shall serve as Chairman of
the Board of Directors of the Company and shall perform all duties
and functions reasonably appurtenant to such position, as
reasonably directed by the Board of Directors of the Company.
During such period, the Executive shall devote his full working
time to the performance of such duties, but shall not be required
to devote more than 104 hours per calendar quarter to such duties.
(b) Commencing January 1, 2002, or upon his earlier
resignation or removal as Chairman of the Board of Directors, the
Executive shall cease to be an executive officer of the Company,
but shall continue to be employed by the Company as a management
consultant and advisor. In such capacity, the Executive shall be
reasonably available to consult with the Board of Directors and
executive officers of the Company for a maximum of 65 hours per
calendar quarter.
(c) The Executive need not maintain any specified
working hours or days while performing any of his duties
hereunder. The Company acknowledges that the Executive may
perform a significant portion of his duties from his home.
Base Salary
1.02 During the period of employment of Executive by the
Company, the Board of Directors of the Company, or the
Compensation Committee thereof, shall determine the base salary of
Executive. Commencing November 15, 2000, and continuing until
June 1, 2001, the annualized base salary of Executive shall be not
less than $252,495. Commencing June 1, 2001, and continuing until
December 31, 2002, the annualized base salary of the Executive
shall be not less than $89,000, plus $200.00 per hour devoted to
his duties in excess of the requirements set forth in Section 1.01
above.
Bonuses
1.03 In addition to his base salary, Executive shall be
entitled to such cash bonuses as the Board or Compensation
Committee shall from time to time determine.
Expense Allowances
1.04 In addition to his base salary and bonuses, Executive
shall be provided an automobile allowance of $250 per month. The
Company shall also reimburse Executive for all ordinary and
necessary business expenses incurred on behalf of the Company in
the course of Executive's duties. Such ordinary and necessary
business expenses shall include, without limitation, all
reasonable expenses incurred in connection with equipping an
office in Executive's home.
Stock Options and Other Benefits
1.05 Executive shall be entitled to participate in all stock
option and other incentive compensation plans of the Company.
Awards to Executive pursuant to such stock option and incentive
compensation plans shall be in such amounts as the Board, or the
Stock Option Committee or Compensation Committee thereof, shall
determine in its sole discretion. Executive shall also be
entitled to participate in all other programs and benefits
provided by the Company to the same extent as other executive
officers of the Company.
2. Amendment of Article IV. Article IV of the Agreement is hereby
deleted in its entirety and a new Article IV substituted therefor which
shall read as follows:
ARTICLE IV
TERM
4.01 The term of this Agreement shall commence on the date
hereof and shall continue until December 31, 2002.
5. Affirmation of Agreement. Except as expressly provide herein, all
terms and conditions of the Agreement shall continue in full force and
effect.
EXECUTED to be effective as of the date first set forth above.
COMPANY: EXECUTIVE:
Hallmark Financial Services, Inc.
_________________________
Xxxxx X. Xxxxxxxx
By: ______________________
Name: ______________________
Title: ______________________
