SECOND AMENDMENT TO DEFERRED COMPENSATION AGREEMENT
Exhibit 10.3
SECOND AMENDMENT TO DEFERRED COMPENSATION AGREEMENT
This second amendment (this “Amendment”) to the Deferred Compensation Agreement dated as of January 1, 2021, as amended June 8, 2024 (collectively, the “Agreement”), by and among ICC Holdings, Inc., a Pennsylvania corporation (“ICC Holdings”), Illinois Casualty Company, an Illinois insurance company and a wholly-owned subsidiary of ICC Holdings (the “Company”), and Xxxxx X. Xxxxxxxxxx (the “Executive”), is entered into as of October 16, 2024 (the “Effective Date”). For purposes of this Amendment and the Agreement, ICC Holdings and the Company may sometimes be collectively referred to as “Employer”.
WHEREAS, Employer and the Executive previously entered into the Agreement;
WHEREAS, in connection with that certain Agreement and Plan of Merger, dated as of June 8, 2024 (the “Merger Agreement”), by and among Mutual Capital Holdings, Inc. (“Mutual Capital”), Mutual Capital Merger Sub, Inc. (“Merger Sub”), and ICC Holdings, the Employer and the Executive amended the terms of the Agreement to reflect changes to the vesting and terms of the Agreement in connection with the Merger Agreement;
WHEREAS, Mutual Capital, Merger Sub, ICC Holdings, the Company and the Executive desire to amend the terms of the Agreement to further clarify the vesting and terms of the Agreement in connection with the Merger Agreement; and
WHEREAS, the Executive and ICC Holdings expressly acknowledge that Mutual Capital and its affiliates are intended as beneficiaries of this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
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Amendments to the Agreement. |
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Article I.A of the Agreement shall be and hereby is amended and restated in its entirety as set forth below: |
“A. Vesting of Benefit. Upon the Executive’s 62nd birthday, the Executive shall be considered to be fully “Vested” in the amount payable to or on behalf of Executive under this Agreement. The Executive shall forfeit all rights to any and all benefits to be paid to the Executive under this Agreement if, prior to the Executive’s 62nd birthday, the Company terminates the Executive’s employment for “Cause.” “Cause” in this Agreement shall have the meaning provided under the written Employment Agreement dated October 5, 2016, as amended, by and between the Company and the Executive (the “Employment Agreement”), a copy of which is attached hereto as Exhibit B.”
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Article I.C. of the Agreement shall be and hereby is amended and restated in its entirety as set forth below: |
“C. Separation from Service.
1. If the Executive continues employment with the Company as a full time employee until the Executive is fully Vested, then beginning in the first month after the Executive is fully Vested, the Company shall pay to the Executive monthly installments of Sixteen Thousand Six Hundred Sixty-Six and 67/100 Dollars ($16,666.67) upon Executive’s separation from service for a continuous period of one hundred twenty (120) months.
2. Subject to Article I.C.1, if the Executive’s voluntary separation from service with the Company occurs before the Executive is fully Vested, the Company shall pay to the Executive the following amounts:
a. If the Executive’s voluntary separation of service occurs on or prior to November 20, 2027, then beginning in the first month after the first day of the month following the month of the Executive’s 62nd birthday, the Company shall pay monthly installments of Eight Thousand Three Hundred Thirty-Three and 33/100 Dollars ($8,333.33) to the Executive for a continuous period of one hundred twenty (120) months.
b. If the Executive’s voluntary separation of service occurs on or after November 21, 2027 and prior to September 20, 2030, then beginning in the first month after the first day of the month following the month of the Executive’s 62nd birthday, the Company shall pay monthly installments of Twelve Thousand Five Hundred and 00/100 Dollars ($12,500.00) to the Executive for a continuous period of one hundred twenty (120) months.
c. If the Executive’s voluntary separation of service occurs on or after September 20, 2030, then beginning in the first month after the first day of the month following the month of the Executive’s 62nd birthday, the Company shall pay monthly installments of Sixteen Thousand Six Hundred Sixty-Six and 67/100 Dollars ($16,666.67) to the Executive for a continuous period of one hundred twenty (120) months.
3. Notwithstanding Article I.C.1 above, if the Executive is terminated by the Company or ICC Holdings without Cause before the Executive’s 62nd birthday, then beginning in the first month after the first day of the month following the month of the Executive’s 62nd birthday, the Company shall pay monthly installments of Sixteen Thousand Six Hundred Sixty-Six and 67/100 Dollars ($16,666.67) to the Executive for a continuous period of one hundred twenty (120) months.
4. In the event the Executive should die after commencing benefits under this Article I.C. but before receiving the full one hundred twenty (120) monthly installments, the remaining payments shall be paid by the Company, as they fall due, to the Executive’s beneficiary or beneficiaries listed on the attached Exhibit A.”
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Affirmation. This Amendment is to be read and construed with the Agreement as constituting one and the same agreement. Except as specifically modified by this Amendment, all remaining provisions, terms and conditions of the Agreement shall remain in full force and effect. |
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Effective Time. This Amendment shall become effective as of the Effective Time. |
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Defined Terms. All terms not herein defined shall have the meaning ascribed to them in the Agreement. |
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Ratification as Amended. Except as amended by this Amendment, the terms and conditions of the Agreement are confirmed, approved, and ratified, and the Agreement, as amended by this Amendment, shall continue in full force and effect. Any reference to the Agreement shall mean the Agreement as amended by this Amendment. |
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Entire Agreement. The parties agree that the Agreement and Amendment supersedes and replaces all prior negotiations and/or agreements made between the parties or any third parties relating to the Agreement, whether oral or written, and contains the entire understanding and agreement among the parties with respect thereto. There are no other collateral agreements between the parties, whether written or oral. |
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Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. |
[Signatures follow on next page.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above, to be effective as of the Effective Time.
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By: |
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Attest: |
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ILLINOIS CASUALTY COMPANY |
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By: |
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Attest: |
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EXECUTIVE |
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Xxxxx X. Xxxxxxxxxx |
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JOINDER
MUTUAL CAPITAL MERGER SUB, INC., a Pennsylvania corporation (“Merger Sub”), hereby executes this Joinder to the Second Amendment to Deferred Compensation Agreement, dated October 16, 2024 (the “Amendment”), by and among ICC Holdings, Inc., a Pennsylvania corporation (“ICC Holdings”), Illinois Casualty Company, an Illinois insurance company and a wholly-owned subsidiary of ICC Holdings (the “Company”), and Xxxxx X. Xxxxxxxxxx (the “Executive”). All terms used in this Joinder and not defined herein shall have the meanings assigned thereto in the Amendment or the Merger Agreement, as applicable. Pursuant to the Merger Agreement, Merger Sub will merge with and into ICC Holdings. Pursuant to the Merger Agreement and by operation of law, at the Effective Time, all the property, rights, privileges, powers and franchises of ICC Holdings shall vest in the Surviving Corporation as the surviving entity, and all debts, liabilities and duties of ICC Holdings shall become the debts, liabilities and duties of the Surviving Corporation.
Accordingly, Merger Sub hereby affirms the Amendment, including the remaining effective provisions of the Agreement (as amended), and its continuing obligations thereunder as of the Effective Time, and as of the Effective Time agrees to be bound by all terms and conditions thereof.
| Dated as of: October 16, 2024 | MUTUAL CAPITAL MERGER SUB, INC. | ||
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