ADDENDUM NO. 8
This Addendum No. 8, effective as of July 12, 2007, by and between
Universal Insurance Holdings, Incorporated (formerly Universal Heights, Inc.)
(hereinafter the "Company"), and Xxxxxxx X. Xxxxx ("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. 8 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 (d) is deleted in its entirety and replaced with the
following: "If a change in control occurs as defined in subsection 9(a) above,
then the Company shall also pay to Executive an amount equal to the sum of (x)
excise taxes imposed on Executive under Section 4999 of the Code and (y) income
taxes due from Executive with respect to the payment of the amount in subsection
(x) above as well as the payment for income taxes under this subsection 9(d).
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. 8 has been signed and executed
as on this 12th day of July, 2007.
UNIVERSAL INSURANCE HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxx Date: July 12, 2007
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Name: Xxxxx X. Xxxxx, CFO
/s/ Xxxxxxx X. Xxxxx
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XXXXXXX X. XXXXX - Employee
