Amendment No. 2
To Severance Agreement
Between
The Centris Group, Inc.
(Formerly US Facilities Corporation)
And
Xxxxx X. Xxxxxxx
________________________________
Whereas, The Centris Group, Inc., a Delaware corporation (the "Company"), and
Xxxxx X. Xxxxxxx (the "Executive") entered into a Severance Agreement dated May
24, 1994, and to an Amendment No. 1 thereto dated December 4, 1996 (collectively
referred to herein as the "Agreement"), which relates to the termination of
Executive's employment with the Company under certain circumstances; and
Whereas, the Company and the Executive desire to amend Section 4(e)(i) to
clarify the definition of events which constitute a "Change in Control" for
purposes of this Agreement;
Now, Therefore, in consideration of the Company's agreement to continue the
employment of Executive for a period of a minimum of six (6) months from the
date of this Amendment and the payment to Executive of $1.00 and other good and
valuable consideration, receipt of which is hereby acknowledged, the Company and
the Executive hereby agree to enter into this Amendment to the Agreement as
follows:
1. Section 4(e)(i) of the Agreement as originally written shall be stricken
and eliminated from the Agreement, and shall be completely replaced by a new
Section 4(e)(i), which shall read in full as follows:
(i) At any time during the term of this Agreement, any "Person" (as
such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") and the regulations of the Securities and
Exchange Commission (the "SEC") thereunder, each as in effect on the
Effective Date of this Agreement (including any such
Persons that may be deemed to be acting in concert with respect to the
Company or the acquisition, ownership or voting of Company securities)
becomes, directly or indirectly, the "Beneficial Owner" (as defined in Rule
13d-3 under the Exchange Act and the regulations of the SEC thereunder, each
as in effect on the Effective Date of this Agreement), without the prior
approval of the Board of Direcors of the Company, of outstanding securities
of the Company representing 15% or more of the combined voting power of the
Company's then outstanding securities; provided, however, that the concept of
any Person becoming the owner of 15% or more of the combined voting shares
shall not include: (A) the Company, any wholly owned subsidiary of the
Company, any employee benefit plan of the Company or of a subsidiary of the
Company, or any Person holding voting shares for or pursuant to the terms of
any such employee benefit plan; or (B) any Person if such Person would not
otherwise be a 15% stockholder but for a reduction in the number of
outstanding voting shares resulting from a stock repurchase program or other
similar plan instituted by the Company or from a self-tender offer of the
Company, which stock repurchase plan or Company self-tender offer commenced
on or after the Effective Date of this Agreement; provided, however, that the
concept of becoming the owner of 15% or more of the combined voting shares
shall include such Beneficial Owner after the first date upon which (x) such
Person, since the date of commencement of such stock repurchase plan or
Company self-tender offer, shall have acquired Beneficial Ownership of, in
the aggregate, additional voting shares of the Company representing 1% or
more of the voting shares then outstanding, and (y) such Person, together
with all affiliates and associates of such Person, shall Beneficially Own 15%
or more of the voting shares of the Company then outstanding. In calculating
the percentage of outstanding voting shares that are Beneficially Owned by a
Person for purposes of this subsection, voting shares that are Beneficially
Owned by such Person shall be deemed outstanding, and voting shares that are
not Beneficially Owned by such Person and that are subject to issuance upon
the exercise or conversion of outstanding conversion rights, exchange rights,
warrants or options shall not be deemed outstanding. The Board of Directors
shall have the absolute and unfettered authority to make the final
determination as to whether any Person is or is not to be considered a 15%
Stockholder for purposes of this Agreement, which determination shall be
conclusive for all purposes and shall be binding upon the Company and upon
the Executive.
2. This Amendment shall be retroactive and shall be considered and deemed to
have been in effect as of May 24, 1994, the Effective Date of the Agreement,
which is the date when it was entered into by the parties hereto.
3. Apart from this Amendment, the terms of the Agreement as entered into on
May 24, 1994 and as amended by Amendment No. 1 on December 4, 1996 shall
otherwise in all respects remain as originally written to the extent that such
terms do not conflict with or are inconsistent with this Amendment.
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In Witness Whereof, this Amendment No. 2 has been executed by a duly
authorized officer of the Company and by the Executive as of the 29th day of
August, 1997.
Company: The Centris Group, Inc.
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By /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Senior Vice President, Chief Administrative
Officer, Secretary and General Counsel
Executive:
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By /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
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