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EXHIBIT 10.15
AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT
Amendment Number One ("Amendment No. 1"), made and entered into as of the 28th
day of April, 1997 by and between PennCorp Financial Group, Inc., a Delaware
corporation (together with its successors and assigns permitted under the
Agreement (as hereinafter defined), the "Company"), and Xxxxxx X. Xxxxxx (the
"Executive").
WHEREAS, the Company and the Executive are parties to an Employment Agreement
made and entered into as of the 7th day of June, 1996 (the "Agreement"); and
WHEREAS, due to a clerical error, the Exercise Price Per Share for each
tranche of the option granted to the Executive as stated in Section 6 of the
Agreement is incorrect; and
WHEREAS, the Company and the Executive wish to amend the Agreement to reflect
the correct Exercise Price Per Share of each tranche of the option granted to
the Executive;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Section 6 of the Agreement is hereby deleted in its entirety and the
following inserted in its place instead:
6. Long-Term Incentive Award.
Provided that the Stock Plan is approved by the Company's
shareholders, the Executive shall participate in the Stock
Plan and shall be granted under the Stock Plan, as of the
Effective Date, an option to purchase 559,000 shares of Stock.
The option shall be divided into four tranches as set forth
below:
Number of Shares of Exercise Price
Tranche Stock Underlying Tranche Per Share
-------- ------------------------ --------------
1 250,000 28.875
2 103,000 31.762
3 103,000 34.939
4 103,000 38.404
Twenty-five percent of each tranche shall become exercisable
(vest) on the first four anniversaries of the Effective Date
and the option shall expire on the fifth anniversary of the
Effective Date.
2. All terms used in this Amendment No. 1 shall have the same meaning as
in the Agreement.
3. Except as modified in this Amendment No. 1, all other terms and
provisions of the Agreement remain in full force and effect and
unchanged.
4. This Amendment No. 1 may be executed in two or more counterparts.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of
the date first written above.
PENNCORP FINANCIAL GROUP, INC.
By: /s/ XXXXX X. XXXXXXXXX By: /s/ XXXXXX X. XXXXXX
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Xxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxx
Senior Vice President, General Counsel
and Secretary
By: /s/ XXXXXXX XXXXX
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Xxxxxxx Xxxxx
Chairman Compensation
Committee
