23
WASHINGTON NATIONAL CORPORATION
EXHIBIT 10.8
SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
WHEREAS, Washington National Insurance Company, an Illinois
insurance corporation (the "Company"), Washington National
Corporation, a Delaware corporation ("WNC"), and _______________
("Employee"), entered into an Employment Agreement dated as of
_________________, as amended on ("Agreement"); and
WHEREAS, Company, WNC and Employee desire to further amend
the Agreement, in certain respects, to clarify the intent
thereof;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Section 5(a)(iv) of the Agreement shall be amended in
its entirety to read:
(iv) Severance Period shall mean the
balance of the term of employment as it exists
immediately prior to the Date of Termination.
2. Section 5(b)(i) of the Agreement shall be amended
in its entirety to read:
(i) In lieu of the amounts payable under
Section 3, the Company shall pay to the Employee within
ten days after the Date of Termination, in a lump sum
payment, an amount equal to twice the sum of (A) the
Employee's salary (at the Employee's then current fixed
annual salary level), and (B) a bonus under the
Incentive Compensation Plan in an amount equal to the
higher of (1) the annual bonus most recently paid to
the Employee by the Company or WNC, and (2) the annual
bonus paid by the Company or WNC to the Employee for or
on behalf of calendar year 1996.
3. The last sentence of Section 5(b)(ii) of the
Agreement shall be amended in its entirety to read:
The Employee also shall receive the
additional benefits set forth in Subsections
4(b) and 4(d) through the Date of Termination
and the additional benefits set forth in
Subsection 4(c) through the end of the
Severance Period.
24
4. Section 5(b)(iv) of the Agreement shall be amended in
its entirety to read:
If the Employee is using an automobile
pursuant to WNC's Senior Executive Automobile
Policy on the Date of Termination, the
Employee may continue to use such automobile
during the Severance Period. If the lease on
the automobile expires during the Severance
Period, WNC shall enter into a new lease for
a new automobile for the Employee's use that
expires at the end of the Severance Period.
WNC shall assign any right WNC has to
purchase the automobile upon expiration of
the lease to the Employee if the Employee so
requests. While the Employee uses the
automobile during the Severance Period, WNC
shall continue to provide benefits to the
Employee in accordance with WNC's Senior
Executive Automobile Policy, existing at the
Date of Termination, regarding maintenance,
fuel, insurance and income recognition
related to leased automobiles.
5. Section 5(b)(vi) is deleted.
6. Section 5(d) of the Agreement shall be amended in its
entirety to read:
The parties agree that, in the event of
the Company's or WNC's breach or constructive
breach of this Agreement, the payments and
benefits provided for in this Section 5 shall
constitute liquidated damages for any such
breach. The parties further agree that (i)
the Employee shall not be required to
mitigate his damages by seeking other
employment or otherwise, and (ii) the
Company's and WNC's obligations under this
Agreement shall not be reduced in any way by
reason of any compensation received by the
Employee from sources other than the Company
and WNC after the Date of Termination;
provided, however, that any payments pursuant
to Subsection 5(b)(i) or 5(c) of this
Agreement shall reduce dollar for dollar
amounts payable under any severance pay
policy of the Company, WNC or any of their
subsidiaries.
Except as otherwise set forth in this Second Amendment, the
provision of the Agreement shall continue in full force and
effect.
25
IN WITNESS WHEREOF, the parties have executed this Second
Amendment to the Agreement, effective as of the 11th day of
September, 1997.
WASHINGTON NATIONAL INSURANCE COMPANY
By:
Its:
WASHINGTON NATIONAL CORPORATION
By:
_________________________________, Employee
