Exhibit 10.10
Amendment to Employment Agreement with certain officers
-------------------------------------------------------
Xx. Xxxxxx Xxxxxxxxx has amended his employment agreement with the Company as
of June 15, 1998:
WHEREAS, Farmers Group, Inc., a Nevada corporation, (the "Company") and
Xxxxxx X. Xxxxxxxxx (the "Executive") have entered into an employment
agreement dated October 15, 1997 (the "Agreement").
WHEREAS, it is the desire of the Company and the Executive to amend the
Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and respective covenants
and agreements of the parties herein contained, and intending to be legally
bound hereby, the parties hereto agree to additional provisions in the
following sections.
1. Section 6(d) of the Agreement is hereby modified in its entirety to
read as follows:
(d) Termination by the Executive. The Executive may terminate his
employment hereunder for Good Reason. For purposes of any determination
regarding the existence of Good Reason, any claim by the Executive that
Good Reason exists shall be presumed to be correct unless (except for
purposes of Subsection 13(h)(i)) the Company establishes to the then
existing Compensation Committee of the Board that Good Reason does not
exist.
2. The first paragraph of Section 13(h) of the Agreement is hereby
modified in its entirety to read as follows:
(h) Good Reason. The Executive's termination of employment with the
Company shall be deemed for "Good Reason" (i) if the Executive voluntarily
resigns for any reason during the first eighteen (18) months following
the Merger or (ii) if, after such eighteen (18) month period the
Executive's termination occurs within twelve (12) months of any of the
following without the Executive's express written consent.
3. Subsections 13(h)(i) through (iv) of the Agreement are hereby
redesignated as Subsections 13 (h)(ii)(A) through (F), respectively.
4. A new Section 13(i) of the Agreement is hereby created to read in
its entirety as follows:
(i) Merger. "Merger" shall mean the merger described in that
certain Agreement and Plan of Merger between B.A.T Industries, p.l.c.
and Zurich Insurance Company dated December 22, 1997.
5. Subsections 13(i) through 13(k) of the Agreement are hereby
redesignated as Subsections 13(j) through 13(l), respectively.
FARMERS GROUP, INC. a Nevada Corporation
By: /s/ Xxxxx X. Xxxxxx Dated: June 15, 1998
-----------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx Dated: June 15, 1998
--------------------------------------------------------
(signature)
