EXHIBIT 10.1
SUPPLEMENTAL BENEFIT AGREEMENT
THIS SUPPLEMENTAL BENEFIT AGREEMENT (this "Agreement") is entered into and
made effective as of the 4th day of March, 2002, by and between Xxxxxxx Xxxxx,
residing at The Plaza, 000 Xxxxxx Xx., Xxx Xxxxxx, XX 00000, ("Employee"), and
AmerUs Group Co., an Iowa corporation having its principal place of business at
000 Xxxxxx Xxxxxx, Xxx Xxxxxx, XX 00000 ("Employer").
WHEREAS, Employer currently employs Employee as Executive Vice President,
CFO of Employer; and
WHEREAS, Employer and Employee wish to enter into an agreement concerning a
certain aspect of their employment relationship;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
Section 1. Definitions. Whenever used herein, capitalized words and
phrases, unless the context otherwise requires, shall have the meanings ascribed
in the text, or as set forth on Exhibit A, which is attached hereto and made a
part hereof.
Section 2. Termination of Employment by Employee for Good Reason.
a. If the employment of Employee is terminated by Employee for Good
Reason, Employee shall be entitled to the Severance Payment and the Continued
Benefits.
b. Any offer of Comparable Employment following a Change of Control
shall remain open for at least fifteen (15) days after such offer is extended to
Employee. If Employee does not accept an offer of Comparable Employment
following a Change of Control within fifteen (15) days after it is offered, all
rights of Employee under this Agreement shall cease.
c. If Employee timely accepts an offer of Comparable Employment
following a Change of Control and if within two (2) years following the date
such offer of Comparable Employment is accepted either (i) the employment of
Employee is terminated by Employer without Cause (as such term is described in
Section 4 hereof) or (ii) a Material Event occurs and Employee elects to
terminate his or her employment with Employer (which will also be considered a
termination of employment by Employee for Good Reason for purposes hereof), then
Employee shall be entitled to the Severance Payment and the Continued Benefits.
Section 3. Termination of Employment by Employer Following Change of
Control. If the employment of Employee is terminated by Employer following a
Change of Control, and such termination is not for Cause as described in Section
4 hereof, Employee shall be entitled to the Severance Payment and the Continued
Benefits; provided, however, that if the Employee accepts an
-1-
offer of Comparable Employment, the provisions of Section 2(c) shall apply
rather than this Section 3.
Section 4. Termination of Employment by Employer for Cause. Employer may
terminate the employment of Employee at any time for Cause. Employer shall have
"Cause" to terminate Employee's employment for Employee's personal dishonesty,
gross negligence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, or willful
violation of any law, rule, regulation (other than traffic violations or similar
offenses) or final cease-and-desist order. Upon termination for Cause, all
rights of Employee under this Agreement shall cease as of the Termination Date.
Section 5. Notice of Termination. Any termination of the employment of
Employee shall be communicated by a Notice of Termination to the other party
hereto. If there is any dispute or controversy under this Agreement with respect
to Employee's entitlement to the Severance Payment or Continued Benefits, or the
amount of same, except in the event of a termination for Cause by Employer,
Employer shall continue to pay Employee the full compensation and benefits in
effect when the Notice of Termination was given (including without limitation
Base Compensation and payments under any bonus and incentive plans in which
Employee participates), until the earlier of the date when the dispute is
finally resolved or twelve (12) months from the date when the Notice of
Termination was given. Amounts paid under the preceding sentence shall be offset
against and shall reduce any other amounts due under this Agreement, including
any Severance Payment or Continued Benefits and any arbitration award under
Section 11 hereof.
Section 6. Severance Payment.
a. In the event the employment of Employee is terminated by Employee
for Good Reason as described in Section 2 hereof or by Employer following a
Change of Control as described in Section 3 hereof, Employer shall pay to
Employee the following Severance Payment, which shall be paid in a lump sum
within thirty-five (35) days following the Termination Date:
(i) Any amount of Employee's Base Compensation earned but unpaid
through the Termination Date; and
(ii) In lieu of any further salary or other payments of any kind
to Employee for periods after the Termination Date, an amount equal to:
(1) the sum of:
(A) Employee's Base Compensation, plus
(B) the amount of Employee's annual bonus that would
have been paid immediately preceding the Termination
Date assuming the Plan Target Level (as defined by
the Plan) had been achieved;
-2-
(2) multiplied by the number three (3); and
(iii) An amount equal to the contributions from the Employer the
Employee would have otherwise been entitled to under the Plans if Employee had
remained an employee of Employer until and including December 31 of the calendar
year in which Employee's employment terminates and Employee had earned the
amounts set forth in Section 6.a.(ii) above through said December 31st.
b. (i) Anything in this Agreement to the contrary notwithstanding,
in the event it shall be determined that any payment or distribution by the
Employer to the Employee (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this Section
6.b.) (a "Payment") is subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any interest or
penalties are incurred by the Employee with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then the Employer shall pay to
the Employee an additional payment (a "Gross-Up Payment") in an amount such that
after payment by the Employee of all taxes (including any interest or penalties
imposed with respect to such taxes), including without limitation, any federal,
state or local income taxes (and any interest and penalties imposed with respect
thereto) and Excise Tax imposed upon the Gross-Up Payment, the Employee retains
an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments.
(ii) Subject to the provisions of Section 6.b.(iii), all
determinations required to be made regarding whether and when a Gross-Up Payment
is required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination shall be made by the Employer's
public accounting firm (the "Accounting Firm") which shall provide detailed
supporting calculations both to the Employer and the Employee as soon as
possible following a request made by the Employee or the Employer. In the event
that the Accounting Firm is serving as accountant or auditor for the individual,
entity or group effecting the Change of Control, the Employer shall appoint
another nationally recognized public accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by the Employer. Any Gross-Up Payment shall be paid by the
Employer to the Employee within five (5) days of the receipt of the Accounting
Firm's determination. If the Accounting Firm determines that no Excise Tax is
payable by the Employee, it shall furnish the Employee with a written opinion
that failure to report the Excise Tax on the Employee's applicable federal
income tax return would not result in the imposition of a negligence or similar
penalty. Any determination by the Accounting Firm shall be binding upon the
Employer and the Employee. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by the Employer should have been made ("Underpayment"),
consistent with the calculations required to be made hereunder. In the event
that the Employer exhausts its remedies pursuant to Section 6.b.(iii), and the
Employee thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment shall be promptly paid by the Employer to or for the
benefit of the Employee.
-3-
(iii) The Employee shall notify the Employer in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Employer of the Gross-Up Payment. Such notification shall be
given as soon as practicable but no later than ten (10) business days after the
Employee is informed in writing of such claim and shall apprise the Employer of
the nature of such claim and the date on which such claim is requested to be
paid. The Employee shall not pay such claim prior to the expiration of the
30-day period following the date on which the Employee gives such notice to the
Employer (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If the Employer notifies the Employee in
writing prior to the expiration of such period that it desires to contest such
claim, the Employee shall:
(1) give the Employer any information reasonably requested
by the Employer relating to such claim,
(2) take such action in connection with contesting such
claim as the Employer shall reasonably request in
writing from time to time, including, without
limitation, accepting legal representation with respect
to such claim by an attorney reasonably selected by the
Employer,
(3) cooperate with the Employer in good faith to
effectively contest such claim, and
(4) permit the Employer to participate in any proceedings
relating to such claim;
provided, however, that the Employer shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Employee harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 6.b.(iii), the Employer shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forego any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct the Employee to pay the tax claimed and xxx for a refund or contest the
claim in any permissible manner, and the Employee agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Employer shall
determine; provided further, that if the Employer directs the Employee to pay
such claim and xxx for a refund, the Employer shall advance the amount of such
payment to the Employee on an interest-free basis and shall indemnify and hold
the Employee harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and provided further, that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Employee with respect to which
such contested amount
-4-
is claimed to be due is limited solely to such contested amount. Furthermore,
the Employer's control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and the Employer shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.
(iv) If, after the receipt by the Employee of an amount advanced
by the Employer pursuant to Section 6.b.(iii), the Employee becomes entitled to
receive, and receives, any refund with respect to such claim, the Employee shall
(subject to the Employer's complying with the requirements of Section 6.b.(iii))
promptly pay to the Employer the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If, after the
receipt by the Employee of any amount advanced by the Employer pursuant to
Section 6.b.(iii), a determination is made that the Employee shall not be
entitled to any refund with respect to such claim and the Employer does not
notify the Employee in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination, then such
advance shall be forgiven and shall not be required to be repaid and the amount
of such advance shall offset, to the extent thereof, the amount of Gross-Up
Payment required to be paid.
Section 7. Continued Benefits. In the event the employment of Employee is
terminated by Employee for Good Reason as described in Section 2 hereof or by
Employer following a Change of Control as described in Section 3 hereof,
Employer shall continue to provide to Employee the Continued Benefits described
in this Section 7. Employer shall maintain in full force and effect, for the
benefit of Employee for 3 years after the Termination Date, all employee welfare
benefit plans and programs or arrangements in which Employee was entitled to
participate immediately prior to the Termination Date (the "Continued
Benefits"); provided, however, that Employee's continued participation is
possible under the general terms and provisions of such plans, programs and
arrangements. In the event that Employee's continued participation in any such
plan, program or arrangement is not possible, Employer shall arrange to provide
Employee with substantially equivalent benefits. At the end of the period of
coverage, Employee shall have the option to have assigned to Employee at no cost
and with no apportionment of prepaid premiums any assignable insurance policy
owned by Employer and relating specifically to Employee. Notwithstanding the
foregoing, Employee's period of continued coverage under any such plan, program
or arrangement (or any Employer-arranged provision of such benefits) shall
terminate as of the date Employee becomes eligible to participate in a similar
plan, program or arrangement of another employer. Employee shall be deemed to be
"eligible to participate" for this purpose even if Employee is required to pay
an employee premium and even if the new plan, program or arrangement imposes
preexisting condition limitations or restrictions. In addition, Employee shall
be fully vested in all of his or her account in the All*AmerUs Savings &
Retirement Plan and the All*AmerUs Supplemental Executive Retirement Plan.
Section 8. No Mitigation. Employee shall not be required to mitigate the
amount of any Severance Payment or Continued Benefits by seeking other
employment or otherwise, nor shall the amount of any Severance Payment or
Continued Benefits (other than the earlier termination of certain employee
benefits as described in Section 7 hereof) be reduced by any compensation earned
by Employee as a result of employment by another employer after termination of
this Agreement or otherwise. Employer's obligation to pay Employee the
compensation and make the arrangements
-5-
provided herein shall be absolute and unconditional and, following any Change of
Control, shall not be affected by any circumstances, including without
limitation any set-off (except as provided in Sections 5 and 9.b. hereof),
counterclaim, recoupment, defense or other rights which Employer may have.
Except as otherwise provided herein, all amounts payable by Employer shall be
paid without notice or demand.
Section 9. Indemnification.
a. In addition to the costs and expenses to be borne by Employer
pursuant to the provisions of Section 6.b. herein, Employer shall pay, and
indemnify Employee against, all costs and expenses, including without limitation
the fees and expenses of attorneys, arbitrators, experts and witnesses, incurred
by or on behalf of Employee in connection with any arbitration or legal claim or
proceeding arising from this Agreement or the interpretation thereof, to the
extent that Employee is successful, on the merits or otherwise, in any such
claim or proceeding. If Employee is not wholly successful in such claim or
proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such claim or proceeding, then
Employer shall indemnify Employee against all such costs and expenses incurred
by Employee or on Employee's behalf in connection with each successfully
resolved claim, issue or matter.
b. Employer shall advance all such costs and expenses incurred by or
on behalf of Employee in connection with any such claim or proceeding referred
to in Section 9.a. hereof within twenty (20) days after receipt by Employer of a
statement or statements from Employee requesting such advance or advances,
whether prior to or after final disposition of such claim or proceeding. Such
statement or statements shall reasonably evidence the costs and expenses
incurred by Employee and shall be preceded or accompanied by an undertaking by
or on behalf of Employee to repay any costs and expenses advanced if it shall
ultimately be determined that Employee is not entitled to be indemnified against
such costs and expenses and, furthermore, if Employee fails to repay any costs
and expenses that are advanced, then such amounts shall be offset against and
shall reduce any other amounts due to Employee under this Agreement.
Section 10. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telecopier or commercial courier guaranteeing next day
delivery to the respective addresses provided for Employer and Employee in the
introductory paragraph of this Agreement. Notices to Employer shall be addressed
to the attention of the Chairman of the Human Resources Committee for the Board
of Directors and the Executive Vice President, Chief Administration and Human
Resources Officer of Employer. All such notices and communications shall be
deemed to have been duly given; at the time delivered by hand, if personally
delivered; five (5) business days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged, if telecopied; and the next
business day after timely delivery to the courier, if sent by commercial courier
guaranteeing next day delivery.
Section 11. Arbitration. Employer and Employee agree that any disputes
arising out of or relating to this Agreement shall be arbitrated in accordance
with the rules of the American Arbitration Association and the Federal
Arbitration Act. Such arbitration shall be held in Des
-6-
Moines, Iowa. No party shall initiate arbitration unless, at least thirty (30)
days prior thereto, such party has given the other party written notice of the
intent to initiate arbitration and a detailed description of the basis of the
dispute. A single arbitrator (or, in any matter in which the amount in
controversy exceeds $500,000, a panel of three (3) arbitrators) shall interpret
this Agreement in accordance with Iowa laws and shall conduct proceedings in
accordance with the Federal Rules of Civil Procedure. Punitive damages, if any,
awarded by the arbitrator(s) shall not exceed two (2) times compensatory damages
awarded. Any award of the arbitrator(s) shall be deemed final, and judgment upon
such award may be entered and enforced in any Iowa District Court and
transferred to any other jurisdiction.
Section 12. Tax Withholding. Employer shall have the right to withhold from
any transfer or payment made to Employee or to any other Person hereunder,
whether such payment is to be made in cash or other property, all applicable
federal, state, city or other taxes or foreign taxes as shall be required in the
determination of Employer pursuant to any statute or governmental regulation or
ruling.
Section 13. Interest. Employer shall pay Employee interest at a rate of ten
percent (10%) per annum on any benefits payable to Employee hereunder not paid
by the date provided for herein from such date until the date of payment.
Section 14. General Creditor. Nothing contained in this Agreement and no
action taken pursuant to the provisions of this Agreement shall create or be
construed to create a trust of any kind or a fiduciary relationship between
Employer and Employee or any other Person, nor shall any money or property of
Employer be segregated for the benefit of Employee to satisfy the obligations of
Employer hereunder. To the extent that Employee acquires a right to receive
payments hereunder, such rights shall be no greater than the right of any
general unsecured creditor of Employer. Except as expressly provided herein,
each payment shall be made in cash from the general assets of Employer.
Section 15. No Waiver. The failure of either party to require the
performance of any term or condition of this Agreement, or the waiver by either
party of any breach of this Agreement, shall not prevent a subsequent
enforcement of any term or condition nor be deemed to be a waiver of any
subsequent breach by either party.
Section 16. Binding Effect. This Agreement shall be binding on and inure to
the benefit of the successors and assigns of Employer. This Agreement shall
inure to the benefit of and be enforceable by Employee's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.
Section 17. No Assignment. The right of Employee or any other Person to the
payment of amounts or other benefits under this Agreement shall not be assigned,
alienated, hypothecated, placed in trust, disposed of, transferred, pledged or
encumbered (except as provided in Section 16 herein) and, to the extent
permitted by law, no such amount or payment shall in any way be subject to any
legal process to subject the same to the payments of any claim against Employee
or any other Person.
-7-
Section 18. Paragraphs and Other Headings. The paragraph headings contained
in this Agreement are for reference purposes only and shall not affect the
interpretation of this Agreement.
Section 19. Governing Law. This Agreement and all transactions contemplated
by this Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of Iowa, without regard to principles of conflicts
of laws.
Section 20. Severability. If any one or more of the provisions contained in
this Agreement shall for any reason be held invalid, illegal or unenforceable,
such invalidity, illegality or unenforceability shall not affect any other
provisions of this Agreement, which shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. It is the
intention of the parties that if any provision of this Agreement is capable of
two constructions, one of which would render the provision void and the other of
which would render the provision valid, then the provision shall have the
meaning that renders it valid.
Section 21. At-Will Employment. Nothing in this Agreement shall alter the
"at-will" nature of Employee's employment with Employer, it being understood
that the "at-will" nature of Employee's employment with Employer shall in no way
alter the benefits to which Employee is otherwise entitled under this Agreement.
Section 22. Survivability. The obligations of Employer and Employee under
this Agreement shall survive the termination of this Agreement.
Section 23. Employer After A Change of Control. Following a Change of
Control and the acceptance by Employee of an offer of Comparable Employment, the
term Employer shall be deemed to mean the actual employer of Employee (which may
be Employer, an affiliate thereof or some other Person involved in the Change of
Control).
Section 24. Entire Agreement. This Agreement sets forth the entire
understanding of the parties and supersedes all other representations,
agreements and understandings, oral or otherwise, between or among the parties
with respect to the matters contained herein.
-8-
IN WITNESS WHEREOF, the parties have set their respective signatures as of
the day and year first above written.
AmerUs Group Co.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx
-------------------- -------------------
Printed Name: Xxxxxxx X. Xxxxx Its: Chairman & CEO
-9-
EXHIBIT A
DEFINITIONS
"Affiliate " shall mean with respect to any Person, any Person which,
directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with such entity; provided, however,
that any Person which owns directly or indirectly ten percent (10%) or more of
the securities having ordinary voting power for the election of directors or any
other governing body of a corporation or ten percent (10%) or more of the
partnership or other ownership interests of any other Person (other than as a
limited partner of such Person) will be deemed to control such Person.
"AMHC" shall mean American Mutual Holding Company.
"Base Compensation" shall mean the greater of (i) the semi-monthly salary
paid to Employee by Employer which was in effect immediately prior to the
Termination Date or (ii) the semi-monthly salary paid to Employee by Employer
which was in effect prior to any reduction thereof made without the written
consent of Employee, in either case multiplied by twenty-four (24).
"Change of Control" shall mean any Transaction or series of Transactions
involving Employer or any Affiliate of Employer which results in either (i) AMHC
not directly or indirectly owning or controlling shares of stock of the Employer
sufficient to cast a majority of the votes necessary to elect members of the
Board of Directors of the Employer ("Voting Control"); (ii) the individuals who,
prior to such Transaction, constituted the board of directors of AMHC ceasing to
constitute at least a majority thereof, unless the election, or the nomination
for election of each director of AMHC for a period of two (2) years following
the consummation of such Transaction was approved by a vote of at least
two-thirds of the directors of AMHC then still in office who were directors of
AMHC prior to such Transaction; (iii) the individuals who, prior to such
Transaction, constituted the board of directors of Employer ceasing to
constitute at least a majority thereof, unless the election, or the nomination
for election of each director of the Employer for a period of two (2) years
following the consummation of such Transaction was approved by a vote of at
least two-thirds of the directors of Employer then still in office who were
directors of Employer prior to such Transaction; or (iv) the acquisition by any
Person other than AMHC or its subsidiaries of the beneficial ownership, as
defined in Rule 13d-3 of the Securities Exchange Act of 1934, of more than
twenty-five percent (25%) of the shares of stock of the Employer which are
entitled to elect the board of directors of the Employer at any time that AMHC
does not have beneficial ownership of the Voting Control of the Employer;
provided, however, that in the case of (i), (ii) and (iii), a Transaction which
is a Demutualization shall not constitute a Change of Control if the directors
elected or nominated for election to either AMHC's or Employer's respective
board of directors by AMHC's or Employer's respective stockholders following the
Dernutualization were the directors of AMHC or Employer respectively prior to
such Demutualization, or if the election, or the nomination for election, by
AMHC's or Employer's respective stockholders, of each director of AMHC or
Employer respectively for a period of two (2) years following the consummation
of such Demutualization was approved by a vote of at least two-thirds of the
directors of AMHC or
-10-
Employer then still in office who were the respective directors of AMHC or the
Employer prior to such Demutualization.
"Comparable Employment" shall mean employment with Employer, an Affiliate
thereof or a third party involved in any Change of Control on terms and
conditions (including without limitation geographic location) which in the
aggregate are at least substantially comparable to the terms and conditions of
employment prevailing with respect to Employee immediately preceding a Change of
Control.
"Continued Benefits" shall mean the benefits described in Section 7 hereof.
"Demutualization" shall mean any transaction in which more that fifty (50%)
of the assets of AMHC are (i) distributed or otherwise transferred to the
members of AMHC or (ii) are offered to the members of AMHC.
"Good Reason" shall mean the occurrence of both (i) a Change of Control
without Employee being offered Comparable Employment and (ii) a Material Event.
"Material Event" shall mean the occurrence of any one of the following
events following a Change of Control without Employee's express written consent:
(1) The assignment to Employee of duties substantially inconsistent with
Employee's position, duties, responsibility or status with Employer or
a substantial reduction of Employee's duties or responsibilities, as
compared with Employee's duties or responsibilities prior to such
reduction, or any removal of Employee from, or any failure to re-elect
Employee to, the position Employee held at the time of such removal or
failure to re-elect, except in connection with termination of
employment for Cause; or
(2) A reduction in the amount of Employee's Base Compensation, a material
reduction in payments received by Employee under any bonus or
incentive plans in which Employee participates or a material reduction
in any other employee perquisites to which Employee is entitled; or
(3) The relocation of Employee's principal office to a location more than
thirty-five (35) miles from the location of such office immediately
prior to such relocation; or
(4) Any material breach by Employer of any of the provisions of this
Agreement.
"Notice of Termination" shall mean written notice of the termination of the
employment of Employee.
-11-
"Person" shall mean an individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Plans" shall mean, collectively, the All*AmerUs Savings & Retirement Plan,
the All*AmerUs Supplemental Executive Retirement Plan, the All*AmerUs Excess
Benefit Plan, the Interim Benefit Supplement, any trust agreements related to
the foregoing and any successor plans.
"Severance Payment" shall mean the payment described in Section 6 hereof.
"Termination Date" shall mean the date on which the employment of Employee
with Employer terminates.
"Transaction" shall mean any merger, consolidation, tender or exchange
offer, dissolution, liquidation, sale or exchange of stock, business
combination, sale or exchange of all or substantially all assets,
demutualization or other similar transaction or combination of the foregoing by
or between persons who were not under common control prior to such transaction.
-12-
