EXHIBIT 10
MANAGEMENT EMPLOYMENT AGREEMENT
AGREEMENT entered into by and between ReliaStar Financial Corp., a Delaware
corporation ("the Company"), and ___________________ (the "Executive"). This
Agreement is effective on the date executed by the Executive ("Effective Date").
WITNESSETH:
WHEREAS, the Executive is a key member of the management of the Company
and/or its subsidiaries and is expected to devote substantial skill and effort
to the affairs of the Company and its subsidiaries, and the Board of Directors
of the Company desires to recognize the significant personal contribution that
the Executive will make to further the best interests of the Company and its
stockholders; and
WHEREAS, it is desirable and in the best interests of the Company and its
stockholders to obtain the benefits of the Executive's services and attention to
the affairs of the Company and its subsidiaries; and
WHEREAS, it is desirable and in the best interests of the Company and its
stockholders to provide inducement for the Executive (A) to remain in the
service of the Company and/or its subsidiaries in the event of any proposed or
anticipated change in control of the Company and (B) to remain in the service of
the Company and/or its subsidiaries in order to facilitate an orderly transition
in the event of a change in control of the Company; and
WHEREAS, it is desirable and in the best interests of the Company and its
stockholders that the Executive be in a position to make judgments and advise
the Company with respect to proposed changes in control of the Company without
regard to the possibility that Executive's employment may be terminated without
compensation in the event of certain changes in control of the Company; and
WHEREAS, the Executive desires to be protected in the event of certain
changes in control of the Company; and
WHEREAS, on ___________, the Executive entered into a Management Employment
Agreement with ReliaStar Financial Corp. intended to protect the Executive in
the Event of a change of control of the Company, hereinunder the "Earlier
Agreement"; and
WHEREAS, the parties hereto have agreed to replace the Earlier Agreement
with this Agreement, thereby canceling the Earlier Agreement as of the Effective
Date of this Agreement and rendering the Earlier Agreement null and void; and
WHEREAS, for the reasons set forth above, the Company and the Executive
desire to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, the Company and the Executive agree as follows:
Section 1. Employment. The Executive shall remain in the employ of the
Company and/or its subsidiaries for the term of this Agreement as defined in
Section 12 (the "Term"), and during the Term the Executive shall have such
title, duties, responsibilities and authority, and receive such remuneration and
fringe benefits, as the Board of Directors of the Company shall from time to
time provide for the Executive; provided, however, that either the Executive or
the Company (including its subsidiaries) may terminate the employment of the
Executive at any time prior to the expiration of the Term, with or without Cause
and for any reason whatever, upon at least ten working days' prior written
notice to the other party, subject to the right of the Executive to receive any
payment and other benefits that may be due pursuant to the terms and conditions
of Sections 3 and 5 of this Agreement.
Section 2. Change in Control "Event". For purposes of this Agreement, a
change in control event ("Event") shall mean the occurrence of any of the
following:
(a) An acquisition (other than directly from the Company) of any voting
securities of the Company (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"))
immediately after which such Person is the "Beneficial Owner" (within
the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of twenty
percent (20%) or more of the combined voting power of the then
outstanding Voting Securities; provided, however, in determining
whether an Event has occurred, Voting Securities which are acquired in
a "Non-Control Acquisition" shall not constitute an acquisition which
would cause an Event. A "Non-Control Acquisition" shall mean (1) an
acquisition by an employee benefit plan (or a trust forming a part
thereof) maintained by the Company or any corporation or other Person
of which a majority of its voting power or its equity securities or
equity interest is owned directly or indirectly by the Company (an
"Affiliated Entity"), (2) an
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acquisition by the Company or any Affiliated Entity, (3) a
transaction in which any Person became the Beneficial Owner of more
than twenty percent (20%) of the outstanding Voting Securities as a
result of an acquisition of Voting Securities by the Company which, by
reducing the number of Voting Securities outstanding, increased the
percentage of the outstanding Voting Securities Beneficially Owned by
such Person, provided that if an Event would occur (but for the
operation of this sentence) and after such share acquisition by the
Company, such Person becomes the Beneficial Owner of any additional
Voting Securities which increases the percentage of the then
outstanding Voting Securities Beneficially Owned by such Person then
an Event shall occur, or (4) an acquisition by any Person in
connection with a "Non-Control Transaction" (as defined in subsection
(c) of Section 2 hereof).
(b) The individuals who, as of the date this Agreement was approved by the
Board, were members of the Board (the "Incumbent Board"), cease for
any reason to constitute at least two-thirds of the Board; provided,
however, that if the election, or nomination for election by the
Company's stockholders, of any new director was approved by a vote of
at least a two-thirds majority of the Incumbent Board, such new
director shall, for purposes of this Agreement, be considered as a
member of the Incumbent Board; provided further, however, that no
individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an actual or
threatened "Election Contest" (as described in Rule 14a-11 promulgated
under the 0000 Xxx) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board
(a "Proxy Contest") including by reason of any agreement intended to
avoid or settle any Election Contest or Proxy Contest; or
(c) Approval by stockholders of the Company of:
(1) A merger, consolidation or reorganization involving the Company,
unless such merger, consolidation or reorganization is a
"Non-Control Transaction" which is defined as a transaction in
which:
(A) the stockholders of the Company, immediately before such
merger, consolidation or reorganization, own, directly or
indirectly immediately following such merger, consolidation
or reorganization, at least fifty-one percent (51%) of the
combined voting power of the outstanding voting securities
of the corporation
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resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in
substantially the same proportion as their ownership of the
Voting Securities immediately before such merger,
consolidation or reorganization,
(B) the individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization
constitute at least two-thirds of the members of the board
of directors of the Surviving Corporation, and
(C) no person (other than the Company or any Affiliated Entity,
any employee benefit plan (or any trust forming a part
thereof) maintained by the Company, the Surviving
Corporation or any Affiliated Entity, or any Person who,
immediately prior to such merger, consolidation or
reorganization had Beneficial Ownership of twenty percent
(20%) or more of the then outstanding Voting Securities) has
Beneficial Ownership of twenty percent (20%) or more of the
combined voting power of the Surviving Corporation's then
outstanding voting securities.
(2) A complete liquidation or dissolution of the Company; or
(3) An agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any Person
(other than a transfer to an Affiliated Entity).
(d) The Company enters into an agreement in principle or a definitive
agreement relating to an Event described in subsection (a), (b) or (c)
of this Section 2 which ultimately results in such Event occurring or
a tender or exchange offer or proxy contest is commenced which
ultimately results in an Event described in subsection (a), (b) or (c)
of Section 2 hereof occurring.
Section 3. Rights to Payment Following Change in Control "Event".
(a) If any Event shall occur during the Term of this Agreement (the first
such Event being the "First Event"), and if at any time after the
occurrence of the First Event and prior to the end of the Transition
Period (as hereinafter defined in Section 7), the employment of the
Executive with the Company and/or its subsidiaries is terminated
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for any reason (unless such termination is a voluntary termination by
the Executive other than a Constructive Involuntary Termination, as
defined in Section 4, or is on account of the death, Disability or
Retirement of the Executive or is a termination by the Company and/or
its subsidiaries for Cause), and if Executive is less than 65 years of
age on the date of such termination, the Executive (or the Executive's
legal representative), subject to the limitations set forth in Section
3(c), shall be entitled
(1) to receive from the Company or its successor, upon such
termination of employment, a cash payment in an amount equal to
(A) the lesser of three (3) ("Severance Multiple") or, if
Executive has attained the age of 62, a percentage of the
Severance Multiple equal to the percentage which the number of
months from the date of the Executive's termination to the date
of such Executive's attainment of age 65, is of thirty-six months
times (B) the sum of (i) the base annual salary payable to the
Executive at the time of the Executive's termination of
employment or at the time of the First Event, whichever is
greater, plus (ii) the average annual bonus payable by the
Company to the Executive under the ReliaStar Executives' Annual
Incentive Compensation Program, the calculation of which is based
on either the bonuses paid to the Executive during the most
recent three (3) years or the bonuses paid to the Executive
during the period the Executive was employed by the Company
and/or its subsidiaries, whichever is shorter, such payment to be
made to the Executive by the Company or its successor in a lump
sum at the time of such termination of employment;
(2) to receive from the Company or its successor, upon such
termination of employment, a cash payment equal to the excess, if
any, of (A) the present value of the sum of the retirement plan
benefits under the qualified and nonqualified supplemental
defined benefit retirement plans of the Company and its
subsidiaries covering the Executive at the time of his/her
termination of employment to which the Executive would have been
entitled had his/her period of service for purposes of computing
such benefits included service until the earlier of the last day
of the Transition Period or such Executive's sixty-fifth
birthday, over (B) the present value of the sum of the actual
retirement plan benefits to which the Executive is entitled under
such retirement plans as of his/her termination of employment;
provided, that for purposes of this subsection 3(a)(2),
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present value shall be determined using the UP 1984 Mortality
Table with a two-year set back or any successor table thereto,
and the interest rate assumptions which are used by the Pension
Benefit Guaranty Corporation deferred annuity factor as in effect
on the first day of the Plan Year in which the termination of
employment occurred; and
(3) to participate in any health, disability and life insurance plan
or program in which the Executive was entitled to participate
immediately prior to the First Event as if he were an Executive
of the Company and/or its subsidiaries until the earlier of the
Executive's sixty-fifth birthday or the third anniversary date of
such termination (except, with respect to health insurance
coverage, for those portions remaining after such termination
that duplicate health insurance coverage that is in place for the
Executive under any other policy provided at the expense of the
Company or another employer); provided, however, that in the
event that the Executive's participation in any such health,
disability or life insurance plan or program is barred, the
Company, at its sole cost and expense, shall arrange to provide
the Executive with benefits substantially similar to those which
the Executive is entitled to receive under such plan or program.
(b) Notwithstanding anything contained in this Agreement to the contrary,
if the Executive's employment is terminated during the Term and the
Executive reasonably demonstrates that such termination (1) was at the
request of a third party who has indicated an intention or taken steps
reasonably calculated to effect an Event and who effectuates an Event
(a "Third Party") or (2) otherwise occurred in connection with, or in
anticipation of, an Event which actually occurs, then for all purposes
of this Agreement, the date of the Event with respect to the Executive
shall mean the date immediately prior to the date of such termination
of the Executive's employment.
(c) The payments provided for in Section 3(a)(1) shall be in addition to
any salary or other remuneration otherwise payable to the Executive on
account of employment by the Company or one or more of its
subsidiaries or its successor (including any amounts received prior to
such termination of employment for personal services rendered after
the occurrence of the First Event) but shall be reduced (but not to
less than zero) by any severance pay which the Executive receives from
the Company, or its subsidiaries or its
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successor under any other policy or agreement of the Company or its
subsidiaries or its successors in the event of involuntary termination
of Executive's employment; provided, however, that payment of amounts
previously credited to deferred compensation accounts on behalf of the
Executive or the value of any accelerated vesting of benefits shall
not be considered severance pay for purposes of this subsection (c) of
Section 3.
(d) The Company shall also pay to the Executive all legal fees and
expenses incurred by the Executive as a result of such termination,
including, but not limited to, all such fees and expenses, if any,
incurred in contesting or disputing any such termination or in seeking
to obtain or enforce any right or benefit provided by this Agreement.
Section 4. Constructive Involuntary Termination of Employment. In the event
that at any time from the date of the First Event until the end of the
Transition Period, any one of the conditions described in subsections (a), (b),
(c) or (d) of this Section 4 occurs, a termination of employment by the
Executive thereafter shall constitute a Constructive Involuntary Termination;
provided, however, that termination of employment shall not constitute a
Constructive Involuntary Termination if (A) the Executive is immediately
thereafter an Executive of the Company, a subsidiary of the Company or a
successor company with substantially equivalent or greater title, duties,
responsibilities and authority or substantially equivalent or greater salary and
other remuneration and fringe benefits (including paid vacation), (B) the new
employer enters into a management employment agreement offering benefits at
least comparable to this Agreement, and (C) the events described in subsections
(c) or (d) of this Section 4 would not effectively occur by reason of such new
employment. The conditions are
(a) the Executive shall not be given substantially equivalent or greater
title, duties, responsibilities and authority or substantially
equivalent or greater salary and other remuneration and fringe
benefits (including paid vacation), in each case as compared with the
Executive's status immediately prior to the First Event, other than
for Cause or on account of disability, death or retirement of the
Executive
(b) the Company shall have failed to obtain assumption of this Agreement
by any successor as contemplated by Section 8(b) hereof,
(c) the Company shall require the Executive to relocate to any place other
than a location within twenty-five miles of the location at
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which the Executive performed the Executive's duties immediately prior
to the First Event or, if the Executive performed such duties at the
Company's principal executive offices, the Company shall relocate its
principal executive offices to any location other than a location
within twenty-five miles of the location of the principal executive
offices immediately prior to the First Event, or
(d) the Company shall require that the Executive travel on Company
business to a substantially greater extent than required immediately
prior to the First Event.
Section 5. Taxes, Additional Payments or Reduced Payments.
(a) In the event it shall be determined that any payment or distribution
by the Company, any subsidiary or successor in the nature of
compensation to or for the benefit of the Executive (whether paid or
payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any
additional payments required under this Section 5 (a "Payment")) would
be subject to an excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986 ("Code") or any successor provision thereto (such
excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then,
except to the extent limited by subsections (1), (2) and (3) of this
Section 5(a), the Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by
the Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation,
any income taxes and Excise Tax imposed upon the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Payments, provided, however, that
(1) if the benefit to the Executive of the Payments does not exceed
110% of the maximum value that the Executive could receive
without the Payments being subject to the Excise Tax (this value
being hereinafter referred to as the "Tax Limit"), then
(2) no Gross-Up Payment will be made, and
(3) the Payments shall be reduced (but not below zero) to the Tax
Limit (provided, that the Payments shall not be so reduced if the
benefit to the Executive, net of Excise Taxes imposed by Section
4999, (without reduction of the
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Payments) exceeds the Tax Limit). If any reduction is required
pursuant to this subsection (3) of this Section 5(a), the
Payments shall be reduced in a manner, as directed by the
Executive, to maximize the value of all Payments actually made to
the Executive.
(b) All determinations required to be made under Section 5(a), including
whether and when a Gross-Up Payment or reduction in Payments is
required, the amount, if any, of the Gross-Up Payment, the actual
amount of the Tax Limit, the value of the Payments to the Participant
for purposes of Section 280G of the Code and the assumptions to be
utilized in arriving at such determinations, shall be made by Deloitte
& Touche LLP or such other certified public accounting firm as the
Executive and Company may mutually designate (the "Accounting Firm")
which shall provide detailed supporting calculations both to the
Company and the Executive within 15 business days after the receipt of
notice from the Executive that the Executive has been terminated, or
such earlier time as is requested by the Company. In the event that
the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Event, the Company and
Executive shall jointly appoint another nationally recognized
accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm
hereunder). All fees and expenses of the Accounting Firm shall be
borne solely by the Company. Any Gross-Up Payment, as determined
pursuant to subsection (a) of this Section 5, shall be paid by the
Company to the Executive within five days after the receipt of the
Accounting Firm's determination. Any determination by the Accounting
Firm shall be binding upon the Company and the Executive.
(c) As a result of the uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Accounting
Firm hereunder, it is possible that additional amounts which will not
have been made by the Company should have been made ("Underpayment").
In the event that it is determined that an Underpayment has occurred,
any such Underpayment shall be promptly paid by the Company to or for
the benefit of the Executive.
(d) The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the
payment by the Company of the Gross-Up Payment. Such notification
shall be given as soon as practicable but no later than ten business
days after the Executive is informed in writing of such claim
(provided that any delay in so informing the Company within such
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ten business day period shall not affect the obligations of the
Company under this Section 5 except to the extent that such delay
materially and adversely affects the Company) and shall apprise the
Company of the nature of such claim and the date on which such claim
is requested to be paid. The Executive shall not pay such claim prior
to the expiration of the 30-day period following the date on which it
gives such notice to the Company (or such shorter period ending on the
date that any payment of taxes with respect to such claim is due). If
the Company notifies the Executive in writing prior to the expiration
of such period that it desires to contest such claim, the Executive
shall:
(1) give the Company any information reasonably requested by the
Company relating to such claim,
(2) take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by
the Company,
(3) cooperate with the Company in good faith in order to effectively
contest such claim, and
(4) permit the Company to participate in any proceedings relating to
such claim;
provided, however, that the Company shall bear and pay directly all
costs and expenses (including additional interest and penalties)
incurred in connection with such contest and shall indemnify and hold
the Executive harmless, on an after-tax basis, for any Excise Tax or
income tax (including interest and penalties with respect thereto)
imposed as a result of such representation and payment of costs and
expenses. Without limitation on the foregoing provisions of this
Section 5(d), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or
forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and
may, at its sole option, either direct the Executive to pay the tax
claimed and xxx for a refund or contest the claim in any permissible
manner, and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that if the Company
directs the Executive to pay such claim and xxx for a refund, the
Company shall
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advance the amount of such payment to the Executive, on an
interest-free basis, and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with
respect to such advance or with respect to any imputed income with
respect to such advance; and further provided that any extension of
the statute of limitations relating to payment of taxes for the
taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company's control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be
payable hereunder and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.
(e) If, after the receipt by the Executive of an amount advanced by the
Company pursuant to Section 5(d), the Executive becomes entitled to
receive any refund with respect to such claim, the Executive shall
(subject to the Company's complying with the requirements of Section
5(d)) promptly pay to the Company the amount of such refund (together
with any interest paid or credited thereon after taxes applicable
thereto). If, after the receipt by the Executive of an amount advanced
by the Company pursuant to Section 5(d), a determination is made that
the Executive shall not be entitled to any refund with respect to such
claim and the Company does not notify the Executive in writing of its
intent to contest such denial of refund prior to the expiration of 30
days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.
Section 6. Miscellaneous.
(a) The Executive shall not be required to mitigate the amount of any
payment or other benefit provided for in this Agreement by seeking
other employment or otherwise, nor shall the amount of any payment or
other benefit provided for in this Agreement be reduced by any
compensation earned by the Executive as the result of employment by
another employer after termination, or otherwise.
(b) The obligations of the Company under Sections 3, 4 and 5 of this
Agreement shall survive the termination of this Agreement.
Section 7. Definition of Certain Terms. As used in this Agreement the
following terms shall have the meanings set forth in this Section.
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(a) "Person" shall mean an individual, partnership, corporation, estate,
trust or other entity.
(b) "Cause" shall mean, and be limited to, (1) willful and gross neglect
of duties by the Executive or (2) an act or acts committed by the
Executive constituting a felony and substantially detrimental to the
Company, subsidiaries or successors or their reputations.
(c) "Retirement" shall mean mandatory termination of employment in
accordance with the Company's retirement policy generally applicable
to its salaried Executives.
(d) "Disability" shall mean the Executive's absence from his duties on a
full time basis for 160 consecutive business days, as a result of the
Executive's incapacity due to physical or mental illness, unless
within 30 days after written notice pursuant to Section 1 hereof is
given following such absence, the Executive shall have returned to the
full time performance of his duties.
(e) "Transition Period" shall mean the three-year period commencing on the
date of the First Event as described in clause (a), (b) or (c) of
Section 2 hereof and ending on the third anniversary of the First
Event
Section 8. Successors and Assigns.
(a) This Agreement shall be binding upon and inure to the benefit of the
successors, legal representatives and assigns of the parties hereto;
provided, however, that the Executive shall not have any right to
assign, pledge or otherwise dispose of or transfer any interest in
this Agreement or any payments hereunder, whether directly or
indirectly or in whole or in part, without the written consent of the
Company or its successor.
(b) On or after the First Event, the Company will require any successor
(whether direct or indirect, by purchase of a majority of the
outstanding voting stock of the Company or all or substantially all of
the assets of the Company, or by merger, consolidation or otherwise),
by agreement in form and substance satisfactory to the Executive, 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. Failure of the
Company to obtain such agreement prior to the effectiveness of any
such succession on or after the
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Commencement Date (other than in the case of a merger or
consolidation) shall be a breach of this Agreement and shall entitle
the Executive to compensation from the Company in the same amount and
on the same terms as the Executive would be entitled hereunder if the
Executive terminated his employment on account of a Constructive
Involuntary Termination, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective
shall be deemed the date of termination. As used in this Agreement,
"Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which is required
to execute and deliver the agreement provided for in this Section 8(b)
or which otherwise becomes bound by all the terms and provisions of
this Agreement by operation of law.
Section 9. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Minnesota.
Section 10. Notices. All notices, requests and demands given to or made
pursuant hereto shall be in writing and shall be delivered or mailed to any such
party at its address which:
(a) In the case of the Company shall be:
ReliaStar Financial Corp.
00 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Attention: Secretary
(b) In the case of the Executive shall be his or her residence
address as maintained in the Executive's employment records,
or following termination of employment, as provided in writing
by the Executive to the Company.
Either party may, by notice hereunder, designate a changed address. Any notice,
if mailed properly addressed, postage prepaid, registered or certified mail,
shall be deemed to have been given on the registered date or that date stamped
on the certified mail receipt.
Section 11. Severability; Severance. In the event that any portion of
this Agreement is held to be invalid or unenforceable for any reason, it is
hereby agreed that such invalidity or unenforceability shall not affect the
other portions of this Agreement and that the remaining covenants, terms and
conditions or portions hereof shall remain in full force and effect, and any
court of competent jurisdiction may so modify the objectionable provision as to
make it valid,
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reasonable and enforceable. In the event that any benefits to the Executive
provided in this Agreement are held to be unavailable to the Executive as a
matter of law, the Executive shall be entitled to severance benefits from the
Company, in the event of an involuntary termination or Constructive Involuntary
Termination of employment of the Executive (other than a termination on account
of the death, Disability or Retirement of the Executive or a termination for
Cause) during the term of this Agreement following the occurrence of an Event,
at least as favorable to the Executive (when taken together with the benefits
under this Agreement that are actually received by the Executive) as the most
advantageous benefits made available by the Company to Executives of comparable
position and seniority to the Executive during the five-year period prior to the
First Event.
Section 12. Term. This Agreement shall commence on the Effective Date and
shall continue in effect until the later of the date it is effectively amended
or terminated in accordance with this Section 12 or, if a First Event occurs
prior to such effective date of amendment or termination, the third anniversary
of the First Event. No amendment or termination of this Agreement shall become
effective until the earlier of (A) the date which is two years following the
date the Company has provided the Executive written notice of such amendment or
termination, or (B) the date the Executive consents in writing to such amendment
or termination.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year written below.
RELIASTAR FINANCIAL CORP.
Dated:_____________________
__________________________ By
(EXECUTIVE) --------------------------------------
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