Exhibit No. 10(B)
AMENDMENT NO. 1
WHEREAS, The Progressive Corporation (the "Company") and Xxxxx X.
Xxxxxxx (the "Executive") have entered into an Employment Agreement dated August
24, 2001 (the "Agreement"); and
WHEREAS, the Company and the Executive mutually desire to amend the
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the Company and the Executive hereby agree as follows:
1. Section 3(b)(3) of the Agreement is hereby deleted and the following
provision is substituted therefor:
"(3) COMPANY EQUITY INCENTIVE PLANS. During the Employment
Period, the Executive shall be entitled to participate in all
restricted stock, stock option and other equity incentive
plans, practices, policies and programs ("Equity Incentive
Plans") applicable generally to other peer executives of the
Company and the affiliated companies, but in no event shall
such Equity Incentive Plans provide the Executive with
incentive opportunities (measured with respect to both regular
and special incentive opportunities, to the extent, if any,
that such distinction is applicable), in each case, less
favorable, in the aggregate, than the most favorable of those
provided by the Company and the affiliated companies for the
Executive under such Equity Incentive Plans as in effect at
any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, those
provided generally at any time after the Effective Date to
other peer executives of the Company and the affiliated
companies. The basis for the valuation for such equity
incentive awards for Executive shall be the highest applicable
percent of salary within the last three fiscal years prior to
the Effective Date, based upon Executive's job classification,
and a target award value that is equal to or greater than the
highest target award value of any of the equity incentive
awards granted to the Executive during such 3-year period."
2. The Agreement, as herein amended, is hereby ratified and affirmed and
shall remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as
of the 13th day of May, 2003.
/s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
THE PROGRESSIVE CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
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