Exhibit 10.2.3.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), is made as of the
10th day of March, 2003 by and among Xxxx Xxxxxxx Life Insurance Company, a
Massachusetts corporation ("JHLI"), Xxxx Xxxxxxx Financial Services, Inc., a
Delaware corporation ("JHFS," and together with JHLI, the "Company"), and Xxxxx
X'Xxxxxxxxxx ("Executive").
W I T N E S S E T H
WHEREAS, the Company desires to employ Executive and Executive desires to be
employed by the Company in accordance with the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Definitions.
(a) "Accrued Obligations" shall have the meaning set forth in Section 6(a)(i).
(b) "Affiliate" shall mean any corporation, partnership, limited liability
company, trust or other entity which, directly or indirectly, through one or
more intermediaries, controls, or is controlled by, the Company. (c) "Base
Salary" shall mean the annual salary provided for in Section 4(a) below or any
increased salary granted to Executive pursuant to Section 4(a).
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Cause" shall mean:
(i) Executive's conviction or plea of nolo contendere to a felony related to
fraud or dishonesty; or
(ii) in carrying out his duties, Executive (A) engages in conduct that
constitutes gross neglect or gross misconduct, (B) commits any material breach
of this Agreement, (C) engages in conduct that constitutes a material violation
of applicable Company rules or policies, which amounts to gross neglect or gross
misconduct, or (D) fails to abide or follow specific directives from the Board
of Directors of JHFS; provided that, in each instance, if such violation or
conduct is capable of cure, Executive has failed to cure the same within 30 days
after receipt of notice thereof from the Board of Directors of JHFS.
(f) "Change of Control" shall mean an event or occurrence as set forth in
Section 2(d) of that certain Employment Continuation Agreement (as defined
below).
(g) "Confidential Information" shall mean information belonging to the Company
which is of value to the Company in the course of conducting its business and
the disclosure of which could result in a competitive or other disadvantage to
the Company. Confidential Information includes, without limitation, financial
information, reports, and forecasts; inventions; improvements and other
intellectual property; trade secrets; know how; designs, processes or formulae;
software; market or sales information or plans; or customer lists and business
plans, prospects and opportunities (such as possible acquisitions or
dispositions of businesses or facilities) which have been discussed or
considered by the management of the Company. Confidential Information includes
information developed by Executive in the course of Executive's employment by
the Company as well as other information to which Executive may have access in
connection with Executive's employment. Confidential Information also includes
the confidential information of others with which the Company has a business
relationship. Notwithstanding the foregoing, Confidential Information does not
include information in the public domain, unless due to breach of Executive's
duties under Section 7(a).
(h) "Disability" shall be defined and determined as set forth in the
supplemental executive disability plan made available to senior officers of the
Company.
(i) "Effective Date" shall mean March 10, 2003.
(j) "Employment Continuation Agreement" shall mean that certain Second Amended
and Restated Employment Continuation Agreement by and among Xxxx Xxxxxxx Life
Insurance Company, Xxxx Xxxxxxx Financial Services, Inc. and Executive, dated as
of October 15, 2001, attached hereto as Exhibit A, as amended.
(k) "Good Reason" shall mean termination of Executive's employment, after
written notice to the Company within 30 days following the occurrence of any of
the following events without his consent:
(i) a reduction in Executive's then current Base Salary or target annual bonus
under the Company's incentive compensation program;
(ii) the removal of Executive from his position as Chief Executive Officer or
Chairman of the Board or from any position described in Section 3 of this
Agreement;
(iii) a material diminution in Executive's duties or responsibilities; (iv) a
change in the reporting structure so that Executive reports to any other person
or entity other than the
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Board;
(v) the failure of the Company to obtain the assumption in writing of its
obligation to perform the Employment Continuation Agreement by any successor to
all or substantially all of the assets of the Company prior to a merger,
consolidation, sale or similar transaction; or
(vi) a material breach of this Agreement by the Company.
Following written notice from Executive, as described above, the Company shall
have 15 days in which to cure. If the Company fails to cure, Executive's
termination shall become effective on the 16th day following the written notice.
(l) "Noncompetition Period" shall have the meaning set forth in Section 8(b).
(m) "Potential Change of Control" shall mean an event or occurrence as set
forth in Section 2(i) of the Employment Continuation Agreement.
(n) "Related Entity" shall have the meaning set forth in Section 8(b).
(o) "Restricted Activity" shall have the meaning set forth in Section 8(b).
(p) "Severance Bonus" shall have the meaning set forth in Section 6(a)(i).
(q) "Stock" shall mean the common stock of the Company.
(r) "Termination Date" shall mean in the case of either a voluntary or
involuntary termination, the last day upon which Executive works. In the event
of Executive's death, the Termination Date is the date of death. In the case of
a Disability, the Termination Date is the date upon which Executive receives
written notice from the Board that it has deemed him to have a Disability, but
in no event before Executive is determined to have a Disability (as the term is
defined in Section 1(h)).
(s) "Voluntary Retirement" shall mean the voluntary termination of employment
by the Executive when the Executive (i) is entitled to commence receipt of a
retirement annuity pursuant to the provisions of the JHFS Pension Plan in effect
prior to such Plan's conversion to a cash balance formula (the "Pre-Conversion
Plan") or (ii) would have been entitled by reason of age and service to a
retirement annuity under the provisions of the Pre-Conversion Plan if the
conversion to a cash balance formula had not occurred.
2. Term of Employment.
(a) Subject to the provisions of Section 6, the term of employment pursuant to
this Agreement (the "Term") shall be for a period of four (4) years from the
Effective Date, and shall be extended automatically for periods of one (1) year
commencing at the first anniversary of the Effective Date and on each subsequent
anniversary thereafter.
3. Position, Duties and Responsibilities.
(a) During the Term, Executive shall work for the Company, as and with the
title of Chief Executive Officer and Chairman of the Board of JHFS and JHLI.
(b) Executive, in carrying out his duties under this Agreement, shall report
directly to the Board.
(c) In the event Executive's employment terminates during the Term for any
reason, Executive shall immediately resign as an officer and director of the
Company and as an officer and director, as the case may be, of each of the
Company's Affiliates.
(d) Nothing herein shall be deemed to prevent or limit Executive from (i)
serving on the boards of directors of a reasonable number of other non-competing
corporations, (ii) serving on the boards of a reasonable number of trade
associations and/or charitable organizations, (iii) engaging in charitable
activities, community affairs, or other non-profit activities, and (iv) managing
his personal investments and affairs; provided that, such activities set forth
in this Section 3(d) do not materially interfere with the proper performance of
his duties and responsibilities hereunder.
4. Compensation and Benefits. In consideration of Executive's services
hereunder, the Company shall provide Executive the following benefits during the
Term:
(a) Base Salary. The Company shall pay Executive an annual Base Salary of
one million dollars ($1,000,000), subject to annual upward (but not downward)
adjustments in the sole discretion of the Compensation Committee. Such Base
Salary shall be subject to applicable withholding, shall be payable in
accordance with the policies and practices of the Company in the payment of
salaries to its salaried employees and shall be pro-rated for partial months.
(b) Bonus. Executive shall be entitled to participate in an annual incentive
program established by the Compensation Committee with such terms as may be
determined annually in the sole discretion of the Compensation Committee.
(c) Restricted Stock and Stock Option Awards. Executive shall be entitled to
participate in the 1999 Long-Term Stock Incentive Plan, and such successor
and/or complementary plans which may be established by the Company from time to
time, upon such terms and conditions as may be determined annually in the sole
discretion of the Compensation Committee.
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(d) Regular Benefits. Executive shall also be entitled to participate in any
employee benefit plans, medical insurance plans, life insurance plans,
disability income plans, retirements plans, vacation plans, expense
reimbursement plans, post-retirement benefit plans and other benefit plans,
including, without limitation, but not limited to, any split-dollar life
insurance arrangements, which the Company may from time to time have in effect
for its Chief Executive Officer. Such participation shall be subject to the
terms of the applicable plan documents, applicable policies of the Company,
applicable law or the reasonable interpretation of applicable law and the
discretion of the Board, the Compensation Committee or any administrative or
other committee provided for in or contemplated by any such plan. Nothing
contained in this Agreement shall be construed to create any obligation on the
part of the Company to establish any such plan or to maintain the effectiveness
of any such plan which may be in effect from time to time.
(e) Additional Benefits. The Company shall provide the following additional
benefits to Executive:
(i) Perquisites. During the Term, Executive shall be entitled to participate
in all of the Company's executive perquisites in accordance with the terms and
conditions of such arrangements as are in effect from time to time for the
Company's Chief Executive Officer, subject to any necessary limitation to such
perquisites or requirement to discontinue any such perquisite as a result of a
reasonable interpretation of applicable law.
(ii) Reimbursement of Business and Other Expenses. Executive is authorized to
incur reasonable expenses in carrying out his duties and responsibilities under
this Agreement, and the Company shall promptly reimburse him for such expenses,
subject to documentation in accordance with the Company's policy.
5. Change of Control. Notwithstanding any other provision of this Agreement,
in the event a Change of Control occurs during the Term, the terms and
provisions of the Employment Continuation Agreement shall apply in lieu of, and
shall expressly supersede, the terms and provisions of this Agreement as of the
effective date of the Employment Continuation Agreement; provided, however, if
Executive is terminated during the Term after a Potential Change of Control but
before a Change of Control occurs, the provisions of Section 8 of this Agreement
shall remain in full force and effect for a period of three (3) years following
the Termination Date.
6. Termination of Employment.
(a) Termination Due to Death. In the event that Executive's employment is
terminated due to his death, his estate or his beneficiaries, as the case may
be, shall be entitled to the following benefits:
(i) the sum of (A) Executive's Base Salary through the end of the month during
which the Termination Date occurs, (B) a pro-rata annual cash incentive award
for the year in which the Termination Date occurs (the "Severance Bonus") and
(C) the amount of any accrued vacation pay through the Termination Date, in each
case to the extent not previously paid (the sum of the amounts described in
clauses (A), (B), and (C) shall be hereinafter referred to as the "Accrued
Obligations"); and
(ii) such rights as are in effect at the time with respect to stock options,
restricted stock, retirement benefits and other benefits in accordance with
applicable plan documents.
(b) Termination Due to Voluntary Retirement. In the event that Executive's
employment is terminated due to his Voluntary Retirement (and other than
termination for Good Reason), he shall be entitled to the following benefits:
(i) the Accrued Obligations; and
(ii) such rights as are in effect at the time with respect to stock options,
restricted stock, retirement benefits and other benefits in accordance with
applicable plan documents and all of the post-employment perquisites made
available to Executive's immediate predecessor as Chief Executive Officer of the
Company.
(c) Termination Due to Disability. In the event that Executive's employment is
terminated by either party due to his Disability, he shall be entitled to the
following benefits:
(i) disability benefits in accordance with the long-term disability program
then in effect for senior executives of the Company;
(ii) the Accrued Obligations; and
(iii) such rights as are in effect at the time with respect to stock options,
restricted stock, retirement benefits and other benefits in accordance with
applicable plan documents, and all of the post-employment perquisites made
available to Executive's immediate predecessor as Chief Executive Officer of the
Company.
In no event shall a termination of Executive's employment for Disability occur
until the party terminating his employment gives written notice to the other
party in accordance with Section 19 below, and until Executive is determined to
have a Disability as defined in Section 1(h).
(d) Termination by the Company for Cause. In the event the Company terminates
Executive's employment for Cause, he shall be entitled to the following
benefits:
(i) the sum of the Base Salary through the Termination Date and any accrued
vacation payable through the
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Termination Date; and
(ii) such rights with respect to stock options, restricted stock, retirement
benefits and other benefits in accordance with applicable plan documents.
(e) Termination for Good Reason or other than for Cause. In the event
Executive's employment is terminated by the Company other than for Cause or by
Executive with Good Reason, he shall be entitled to the following benefits:
(i) the Company shall pay Executive in equal monthly installments, over the
period specified below, beginning 30 days after the Termination Date, the sum of
the following amounts the: (A) Severance Bonus and (B) Termination Payment
Amount; provided, however, if Executive so elects, such sum shall be payable in
a single lump sum payment on the 30th day following the Termination Date. The
Termination Payment Amount shall mean the sum of:
(A) the Base Salary multiplied by the number of full years remaining in the
Term after the Termination Date plus the pro-rata amount of the Base Salary for
the remainder of the year during which the Termination Date occurred;
(B) the average of the annual incentive bonus awarded to Executive for the
three (3) years preceding the Termination Date (not including the Severance
Bonus) multiplied by the number of full years remaining in the Term after the
Termination Date; and
(C) an amount equal to the long term incentive award granted to Executive with
respect to the performance period commencing in the calendar year 2000, as
reflected in the Statement of Long Term Incentives maintained by the Company,
multiplied by the number of full years remaining in the Term after the
Termination Date less the value as of the date of grant of any restricted stock
(other than restricted stock issued as a restricted stock match under any
incentive plan) that has vested as of the Termination Date, as such value is
reflected in the Statement of Long Term Incentives maintained by the Company;
provided, however, that in determining the value of restricted stock that has
vested as of the Termination Date, restricted stock that has vested on an
accelerated basis in connection with the payment of amounts owed under the Stock
Ownership Loan Program shall not be taken into account until such time as the
restrictions on such stock would have lapsed in the absence of such
acceleration;
(ii) for the full period remaining in the Term after the Termination Date, the
Company shall continue to provide medical and dental benefits to Executive and
Executive's family at least equal to those which would have been provided to
them if Executive's employment had not been terminated, in accordance with the
applicable medical and dental benefit plans in effect on the Termination Date
and in which Executive participated as of such date or, if more favorable to
Executive and his family, in effect generally at any time thereafter with
respect to other peer executives of the Company and its Affiliates; provided,
however, that if Executive becomes reemployed with another employer and is
eligible to receive medical and dental benefits from such employer on terms at
least as favorable to Executive and his family as those being provided by the
Company, then the Company shall no longer be required to provide those
particular benefits to Executive and his family;
(iii) such enhanced retirement benefits as set forth in Section 7(c)(iii) of the
Employment Continuation Agreement; and
(iv) such rights as are in effect at the time with respect to stock options,
restricted stock and other benefits, including, but not limited to, any
split-dollar life insurance arrangement applicable to Executive, subject to any
necessary limitation to such benefits or requirement to discontinue any such
benefits as a result of a reasonable interpretation of applicable law, and all
of the post-employment perquisites made available to Executive's immediate
predecessor as Chief Executive Officer of the Company.
(f) Other Benefits. To the extent not previously paid or provided, the Company
shall timely pay or provide to Executive any other amounts or benefits,
including, but not limited to any deferred compensation amounts, otherwise
required to be paid or provided or which Executive is eligible to receive
following Executive's termination of employment under any plan, program, policy,
practice, contract or agreement of the Company and its Affiliates.
(g) Nature of Payments. Any amounts due under this Section 6 are in the nature
of severance payments considered to be reasonable by the Company and are not in
the nature of a penalty.
(h) No Mitigation; No Offset. Executive shall not be required to mitigate the
amount of any payment or benefit provided in this Section 6 by seeking other
employment otherwise. Further, except as provided in Section 6(e)(ii), the
amount of any payment or benefits provided for in this Section 6 shall not be
reduced by any compensation earned by Executive as a result of employment by
another employer or be offset by any amount claimed to be owed by Executive to
the Company.
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7. Confidentiality and Cooperation.
(a) Confidentiality. Executive understands and agrees that Executive's
employment creates a relationship of confidence and trust between Executive and
the Company with respect to all Confidential Information. At all times, both
during Executive's employment with the Company and after its termination,
Executive will keep in confidence and trust all such Confidential Information,
and will not use or disclose any such Confidential Information without the prior
written consent of the Company, except as may be necessary in the ordinary
course of performing Executive's duties to the Company.
(b) Documents, Records, etc. All documents, records, data, apparatus, equipment
and other physical property, whether or not pertaining to Confidential
Information, which are furnished to Executive by the Company or are produced by
Executive in connection with Executive's employment will be and remain the sole
property of the Company. Executive will return to the Company all such materials
and property as and when requested by the Company. In any event, Executive will
return all such materials and property immediately upon termination of
Executive's employment for any reason. Executive will not retain any such
material or property or any copies thereof after such termination.
8. Noncompetition; Nonsolicitation; Non-Disparagement.
(a) Executive acknowledges (i) that in the course of his employment with the
Company he will become familiar with trade secrets and customer lists of, and
other confidential information concerning, the Company and its Affiliates,
customers, and clients and (ii) that his services will be of special, unique and
extraordinary value to the Company.
(b) Executive agrees that for a period of three (3) years following the
Termination Date (the "Noncompetition Period") he shall not in any manner,
directly or indirectly, through any person, firm, corporation or enterprise,
alone or as a member of a partnership or as an officer, director, stockholder,
investor or employee of or advisor or consultant to any person, firm,
corporation or enterprise or otherwise, engage or be engaged, or assist any
other person, firm, corporation or enterprise in engaging or being engaged
(collectively, "Restricted Activity"), in any Competitive Activity, unless such
Competitive Activity has been previously approved by the Board in writing. A
Competitive Activity shall mean a business that (i) is being conducted by the
Company or any Affiliate at the time in question, including, without limitation,
but not limited to, insurance or financial services competitive with services
provided by the Company, and (ii) was being conducted, or was under active
consideration to be conducted, by the Company or any Affiliate, at the date of
the termination of Executive's employment; provided that Competitive Activity
shall not include a business of the Company contributing less than one percent
(1%) of the Company's revenues for the year in question and provided further
that an activity shall not be deemed to be a Competitive Activity if the
activity contributes less than one percent (1%) of the revenues for the year in
question of the business by which Executive is employed or with which he is
otherwise associated; and provided further that it is agreed and understood that
the prohibitions provided for in this Section 8(b) shall not restrict Executive
from engaging in Restricted Activity for any subsidiary, division or affiliate
or unit of a company (collectively a "Related Entity") if that Related Entity is
not engaged in Competitive Activity, irrespective of whether some other Related
Entity of that company engages in what would otherwise be considered to be
Competitive Activity (as long as Executive does not engage in Restricted
Activity for such other Related Entity).
(c) Executive further agrees that during the Noncompetition Period, he shall
not, unless previously permitted by the Board in writing, (i) in any manner,
directly or indirectly, hire or cause to be hired any (A) employee in
classification E-2 or higher of the Company, (B) any officer of the Company, (C)
any member of the Policy Committee of the Company or (D) any employee of the
Company that is in a substantively similar or comparable position as those
provided in subparts (A), (B) or (C), or (ii) in connection with any business to
which Section 8(b) applies, call on, service, solicit or otherwise do business
with any customer of the Company or any of its Affiliates.
(d) Executive further agrees that during the Noncompetition Period, he shall
not make or cause to be made, directly or indirectly, any statement to any
person criticizing or disparaging the Company or any of its Affiliates,
stockholders, directors, officers or employees or commenting unfavorably or
falsely on the character, business judgment, business practices or business
reputation of the Company or any of its Affiliates, stockholders, directors,
officers or employees.
(e) Nothing in this Section 8 shall prohibit Executive from being a
passive owner of not more than one percent (1%) of the outstanding common stock,
capital stock and equity of any firm, corporation or enterprise so long as
Executive has no active participation in the management of business of such
firm, corporation or enterprise.
(f) If the restrictions stated herein are found by a court to be unreasonable,
the parties hereto agree that the maximum period, scope or geographical area
reasonable under such circumstances shall be substituted for the stated period,
scope or area and that the court shall revise the restrictions contained herein
to cover the maximum period,
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scope and area permitted by law.
9. Resolution of Disputes. In the event of any dispute or controversy arising
under or in connection with this Agreement, the parties shall first promptly try
in good faith to settle such dispute or controversy by mediation under the
applicable rules of the American Arbitration Association before resorting to
arbitration. In the event such dispute or controversy remains unresolved in
whole or in part for a period of 60 days after it arises, the parties will
settle any remaining dispute or controversy by binding arbitration, to be held
in Boston, Massachusetts, in accordance with the rules and procedures of the
American Arbitration Association. Judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. Costs of
the mediation, arbitration or litigation including, without limitation,
reasonable attorneys' fees of both parties, shall be borne by the Company.
Pending the resolution of the dispute, the Company shall continue payment of all
amounts due and provisions of all benefits to which Executive is entitled, which
amounts shall be subject to repayment to the Company if the Company prevails.
10. Remedies. Each of the parties to this Agreement shall be entitled to
enforce its rights under this Agreement specifically, to recover damages and
costs (including reasonable attorneys' fees) caused by any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages would not be
an adequate remedy for any breach of the provisions of this Agreement and that
any party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or deposit) for specific
performance and/or other injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement. Nothing in this paragraph is
intended to prevent the parties from raising any and all defenses with respect
to the necessity for, and scope of, such injunctive or equitable relief.
11. Indemnification. During and after the Term, the Company shall indemnify
Executive and hold Executive harmless from and against any claim, loss or cause
of action arising from or out of Executive's performance as an officer, director
or employee of the Company or any of its Affiliates or in any other capacity,
including any fiduciary capacity, in which Executive serves at the request of
the Company, to the maximum extent permitted by applicable law and the
Certificate of Incorporation and By-Laws of the Company, as the case may be.
12. Assignability; Binding Nature. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors, heirs (in
the case of Executive) and assigns. No rights or obligations of Executive under
this Agreement may be assigned or transferred by Executive other than his rights
to compensation and benefits, which may be transferred only by will or operation
of law.
13. Representations.
(a) The Company represents and warrants that it is fully authorized and
empowered to enter into this Agreement and that the performance of its
obligations under this Agreement will not violate any agreement between it and
any other person, firm or organization. Executive represents that he knows of no
agreement between him and any other person, firm or organization that would be
violated by the performance of his obligations under this Agreement.
(b) Executive hereby represents and warrants that he is not bound by the terms
of any agreement with any previous employer or other party to refrain from
competing, directly or indirectly, with the business of such previous employer
or any other party. Executive further represents and warrants that Executive's
performance of all the terms of this Agreement and as an employee of the Company
does not and will not breach any agreement to keep in confidence proprietary
information, knowledge or data acquired by Executive in confidence or in trust
prior to Executive's employment with the Company. Executive will not disclose to
the Company or induce the Company to use any confidential or proprietary
information or material belonging to any previous employer or others. Executive
will not hereafter grant anyone any rights inconsistent with the terms of this
Agreement.
14. Entire Agreement. This Agreement and the Exhibits attached hereto contain
the entire understanding and agreement between the parties concerning the
subject matter hereof and supersedes all prior agreements, understandings,
discussions, negotiations and undertakings, whether written or oral, between the
parties with respect thereto. This is an integrated document.
15. Amendment or Waiver. No provision in this Agreement may be amended unless
such amendment is agreed to in writing and signed by Executive and an authorized
officer of the Company. No waiver by either party of any breach by the other
party of any condition or provision contained in this Agreement to be performed
by such other party shall be deemed a waiver of a similar or dissimilar
condition or provision at the same or any prior or subsequent time. Any waiver
must be in writing and signed by Executive or an authorized officer of the
Company, as the case may be.
16. Severability. In the event that any provision or portion of this Agreement
shall be determined to be invalid
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or unenforceable for any reason, in whole or in part, the remaining provisions
of this Agreement shall be unaffected thereby and shall remain in full force and
effect to the fullest extent permitted by law so as to achieve the purposes of
this Agreement.
17. References. In the event of Executive's death or a judicial
determination of his incompetence, reference in this Agreement to Executive
shall be deemed, where appropriate, to refer to his beneficiary, estate or other
legal representative.
18. Governing Law/Jurisdiction. This Agreement shall be governed in accordance
with the laws of the Commonwealth of Massachusetts without reference to
principles of conflict of laws.
19. Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed given when (a) delivered
personally, (b) sent by certified or registered mail, postage prepaid, return
receipt requested or (c) delivered by overnight courier (provided that a written
acknowledgment of receipt is obtained by the overnight courier) to the party
concerned at the address indicated below or to such changed address as such
party may subsequently give notice of:
If to the Company: Xxxx Xxxxxxx Financial Services, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Corporate Secretary Copy:
Chairman, Compensation Committee
If to Executive: at the home address of Executive on the records of the
Company
20. Headings. The headings of the sections contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.
21. Counterparts. This Agreement may be executed in two or more counterparts.
[Remainder Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
XXXX XXXXXXX FINANCIAL SERVICES, INC.
By:
Name:
Title:
XXXX XXXXXXX LIFE INSURANCE COMPANY
By:
Name:
Title:
EXECUTIVE
Xxxxx X'Xxxxxxxxxx
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