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#21070883 v1 - Sveverance Letter.doc
December 20, 2000
Xxxxx X. Xxx
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 HOME LIFE MUTUAL INSURANCE COMPANY
_______________________ By_________________________
Xxxxx X. Xxx Xxxx X. Xxxxxxxx, Executive Vice President
