EXHIBIT 10.17
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement ("Amendment No. 2") is entered
into as the 5th day of January, 1998, between PennCorp Financial Group, Inc., a
Delaware corporation (together with its successors and permitted assigns under
the Employment Agreement, as defined herein, the "Company"), and Xxxxxx X.
Xxxxxx (the "Executive").
WITNESSETH
WHEREAS, the Executive and the Company are parties to an Employment
Agreement (herein so called), dated as of June 7, 1996; and
WHEREAS, the Company desires to amend, and the Executive is willing to
amend, the provisions of the Employment Agreement relating to the Executive's
covenant not to compete with the Company under certain circumstances to more
fully set forth the understanding and agreement of the parties with respect to
such covenant;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive agree as follows:
1. Definitions. Capitalized terms used herein that are not otherwise
defined herein shall have the meaning given such terms in the Employment
Agreement.
2. Amendment to Definitions. There shall be added to Section 1 of the
Employment Agreement new clauses (t), (u) and (v) which shall read in their
entirety as follows:
"(t) 'Knightsbridge Fund' means Knightsbridge Capital Fund I,
L.P., a Delaware limited partnership."
"(u) 'Knightsbridge Fund Partnership Agreement' means the Amended
and Restated Agreement of Limited Partnership of the Knightsbridge
Fund, as amended from time to time."
"(u) Fund Competitive Activity' shall mean any activity engaged
in by the Executive, whether as an employee, consultant, principal,
agent, officer, director, partner or shareholder involving the
establishing or operation of an investment fund (regardless of the
form of entity used for that purpose) the purpose of which is to
identify, acquire equity or equity-linked interests in and/or manage a
portfolio of companies engaged primarily in providing life and/or
accident and health insurance and related services."
3. Amendment to Section 13 of the Employment Agreement. Section 13 of
the Employment Agreement shall be amended by adding new paragraph b.
thereto and renumbering
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EXHIBIT 10.17
existing paragraphs b. and c. thereof as new paragraphs "c." and "d."
thereto. New paragraph b. thereto shall read as follows:
"b. The Executive covenants and agrees that he shall not directly or
indirectly engage in any Fund Competitive Activity during (i) the Term
of Employment, or (ii) in the event of a voluntary termination of
employment pursuant to Section 11(g) above prior to the date on which
the aggregate Investments (as defined in the Knightsbridge Fund
Partnership Agreement) made by the Knightsbridge Fund in Portfolio
Companies (as defined in the Knightsbridge Fund Partnership Agreement)
equals or exceeds $92 million, the one year period following the date
of the Executive's termination of employment, or (iii) in the event of
a voluntary termination of employment pursuant to Section 11(g) on or
after the date on which the aggregate Investments (as defined in the
Knightsbridge Fund Partnership Agreement) made by the Knightsbridge
Fund in Portfolio Companies (as defined in the Knightsbridge Fund
Partnership Agreement) equals or exceeds $92 million (the "Fully
Invested Date"), the nine-month period following the Fully Invested
Date or the six- month period following the date of the Executive's
termination of employment, whichever is longer."
4. No Further Modifications. Except as expressly amended by this
Amendment No. 2, the Employment Agreement shall continue in full force and
effect in accordance with its terms.
5. Governing Law. This Amendment No. 2 shall be governed by and
construed and interpreted in accordance with the laws of New York without
reference to principles of conflict of laws.
6. Headings. The headings of the sections contained in this Amendment
No. 2 are for convenience only and shall not be deemed to control or affect
the meaning or construction of any provision of this Agreement.
7. Counterparts. This Agreement may be executed in two or more
counterparts.
[Remainder of Page Left Blank Intentionally]
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EXHIBIT 10.17
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 as
of the date first above written.
PENNCORP FINANCIAL GROUP, INC.
By:/s/ Xxxxx X. Xxxxxxxxx
-------------------------
Xxxxx X. Xxxxxxxxx,
Senior Vice President and
General Counsel
By:/s/ Xxxxxxx Xxxxx
-------------------------
Xxxxxxx Xxxxx, Chairman
Compensation Committee
/s/ Xxxxxx X. Xxxxxx
-------------------------
Xxxxxx X. Xxxxxx
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