EXHIBIT 10 (ca)
THIRD AMENDMENT TO
EXECUTIVE COMPENSATION AGREEMENT
This Third Amendment to Executive Compensation Agreement (the "Third
Amendment") is made and entered into effective as of November 26, 2000, by
and between XXXXX X. XXXXXXX (the "Executive") and HALLMARK FINANCIAL
SERVICES, INC. (the "Company").
Recitals:
WHEREAS, the Executive has previously been employed by the Company as
its Executive Vice President and Chief Operating Officer;
WHEREAS, the Executive has been promoted to President and Chief
Executive Officer and has relinquished her other offices;
WHEREAS, the Company and Executive have entered into an Executive
Compensation Agreement dated August 24, 1994, which Executive Compensation
Agreement has been amended by a First Executive Compensation Agreement
Amendment dated August 24, 1995, a Second Amendment to Executive
Compensation Agreement dated November 30, 1995, and letter agreements dated
December 29, 1998, and December 14, 1999 (as amended, the "Agreement"); and
WHEREAS, the Company and Executive desire to further amend the
Agreement as set forth herein;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and
Executive hereby agree as follows:
Amendment:
1. Amendment of Article I. Article I of the Agreement is hereby
deleted in its entirety and a new Article I substituted therefor which shall
read as follows:
ARTICLE I
COMPENSATION
Base Salary
1.01 During the period of employment of Executive by the
Company, the Board of Directors of the Company, or the
Compensation Committee thereof, shall determine the base salary of
Executive. Commencing November 26, 2000, and continuing through
fiscal year 2001, the annualized base salary of Executive shall be
not less than $200,000. For each fiscal year thereafter, the
annual base salary of Executive shall be not less than 105% of the
base salary for the preceding fiscal year.
Bonuses
1.02 In addition to her base salary, Executive shall be
entitled to such cash bonuses as the Board or Compensation
Committee shall from time to time determine.
Expense Reimbursement
1.03 In addition to her base salary and bonuses, Executive
shall be provided an automobile allowance of $500 per month. The
Company shall also reimburse Executive for all ordinary and
necessary business expenses incurred on behalf of the Company in
the course of Executive's duties.
Stock Options and Other Benefits
1.04 Executive shall be entitled to participate in all stock
option and other incentive compensation plans of the Company.
Awards to Executive pursuant to such stock option and incentive
compensation plans shall be in such amounts as the Board, or the
Stock Option Committee or Compensation Committee thereof, shall
determine in its sole discretion. Executive shall also be
entitled to participate in all other programs and benefits
provided by the Company to the same extent as other executive
officers of the Company.
2. Amendment of Article II. Article II of the Agreement is hereby
amended by deleting the parenthetical phrase immediately following clause
(c) in Section 2.03 and substituting therefor a new parenthetical phrase
reading "(other than (i) the Company, or (ii) an employee benefit plan
sponsored by the Company)".
3. Amendment of Article III. Article III of the Agreement is hereby
amended by deleting Section 3.01 in its entirety and substituting therefor a
new Section 3.01 which shall read as follows:
Window Period; Other than for Cause
3.01 If the Company terminates Executive's employment other
than for Cause or Executive terminates employment during the
Window Period, the Company shall (a) pay to Executive in a lump
sum in cash within thirty (30) days after the Date of Termination
an amount equal to the sum of (i) the then current annual base
salary of Executive plus (ii) the highest amount of bonus and
other cash compensation received by Executive during any one of
the immediately preceding three (3) fiscal years, and (b) for a
period of one (1) year, maintain health insurance coverage for the
Executive and her family (if applicable) substantially comparable
to that available to the Executive immediately prior to the
commencement of the Window Period.
4. Amendment of Article IV. Article IV of the Agreement is hereby
deleted in its entirety and a new Article IV substituted therefor which
shall read as follows:
ARTICLE IV
TERM
Primary Term
4.01 The term of this Agreement shall commence on the date
hereof and shall continue until December 31, 2002.
Renewal
4.02 On or before the expiration of the term of this
Agreement, the Board of Directors of the Company may, in its sole
discretion, extend the term of this Agreement through the end of
the next fiscal year of the Company.
5. Affirmation of Agreement. Except as expressly provide herein, all
terms and conditions of the Agreement shall continue in full force and
effect.
EXECUTED to be effective as of the date first set forth above.
COMPANY: EXECUTIVE:
Hallmark Financial Services, Inc.
_________________________
Xxxxx X. Xxxxxxx
By: ______________________
Name: _____________________
Title: ____________________
