EXHIBIT 10.51
GILOTTI CONTRACT
Exhibit 10.51
December 20, 2000
Xxxxxxx Xxxxxxx
Hartford, Connecticut
This letter (the Contract) sets forth the commitment of Phoenix Home Life Mutual Insurance Company to
you in order to encourage you to remain in the Company's employment. The initial term of this contract shall
extend from January 1, 2001 through January 1, 2004. The contract will be automatically extended for an
additional twelve (12) months on January 2, 2004, and on each January 2 thereafter, unless the Company has
given notice not later than September 30 of the preceding year, that it does not wish to so extend this
Contract.
If the Company terminates your employment for reasons other than for "Cause" or you terminate your
employment for "Good Reason," as defined in the Change in Control Agreement (the Agreement) dated November 6,
2000; the Company shall pay you the same severance and other termination benefits that would be payable to you
under the provisions of Sections 3 and 4 of the Agreement, assuming for this purpose that a Change in Control
(as defined therein) had occurred on the date immediately preceding the date of your termination; provided that
the benefits under the Contract shall be reduced by any duplicate benefits payable under the Agreement.
Further, the calculation of benefits under Section 4(a)(i)(B)(3) of the Agreement is hereby amended to include
an amount equal to the highest of the last three (3) award payments under the Company's Long Term Incentive
Plan (or any successor plan), or similar long term incentive plan applicable to the executive.
Payment of any severance or termination benefits hereunder shall be subject to all of the other
provisions of the Agreement. This Contract and the Agreement constitute the entire agreement between the
parties with respect to the matters referred to herein. No other agreement relating to the terms of your
employment by the Company, oral or otherwise, shall be binding between the parties unless it is in writing and
signed by the party against whom enforcement is sought. There are no promises, representations, inducements or
statements between the parties other than those that are expressly contained herein. This Contact may not be
altered, modified or amended except by a written instrument signed by each of the parties hereto. The Company
shall require any successor before or after demutualization (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or the
Holding Company, by written agreement to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it if no such succession had taken
place. This Contract shall also inure to the benefit of your heirs, executors, administrators and legal
representatives.
If this letter properly sets forth our understanding regarding the above matters, please sign both
copies of this letter, return one to me and keep one for your records.
Agreed: PHOENIX MUTUAL LIFE INSURANCE COMPANY
/s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxx X. Xxxxxxxx
Xxxxxxx Xxxxxxx Xxxx X. Xxxxxxxx, Executive Vice President
