AMENDMENT TO EMPLOYMENT CONTINUATION AGREEMENT
This
amendment (“Amendment”) to
Employment Continuation Agreement (“Agreement”) is by and between Protective
Life Corporation, a Delaware corporation (the "Company"), and
___________________ ("Officer") is dated and effective as of __________,
2007.
WITNESSETH
:
WHEREAS,
the Company and Officer are
parties to the Agreement;
WHEREAS,
the Company desires to amend
the Agreement in order to further its purposes, and Officer is willing to enter
into such an amendment;
NOW,
THEREFORE, in consideration of the
premises and mutual covenants herein contained, the Company and Officer hereby
agree as follows:
1. Section
7(c)(i) is
amended to read in its entirety as follows:
(c) Termination
by the Company other than for Cause and Good Reason Termination by
Officer.
(i) Lump
Sum Payments. If either (a) the Company terminates Officer's
employment other than for Cause during the Employment Period or (b)
Officer terminates employment for Good Reason at any time during the Employment
Period, then the Company shall pay to Officer the following
amounts:
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(A)
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Officer's
Earned Salary;
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(B)
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a
cash amount (the "Severance Amount") equal to one and one-half (1.5)
times
the sum of
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(1)
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Officer's
annual Base Salary; and
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(2)
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the
greater of (i) the average of the bonus amount payable (including
any
amounts payable under the AIP) to Officer (including any amounts
the
receipt of which Officer elected to defer) with respect to the three
fiscal years of the Company (or, if fewer, the number of such fiscal
years
in which Officer was an employee of the Company or its affiliates)
immediately before the Change in Control (including, for this purpose,
any
AIP Payout (as defined in Section 7(c)(i)(C)) or (ii) the average
of the
bonus amount payable (including any amounts payable under the AIP)
to
Officer (including any amounts the receipt of which Officer elected
to
defer) with respect to the three fiscal years of the Company (or,
if
fewer, the number of such fiscal years in which Officer was an employee
of
the Company or its affiliates) immediately before the Date of Termination
(including, for this purpose, any AIP Payout);
and
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| (C) |
if
Officer has an annual cash bonus opportunity (including a cash
bonus opportunity under the AIP) outstanding and unpaid as of
the Date of Termination, a cash payment (the “AIP Payout”) equal to (1) if
the Date of Termination is before December 31 of the fiscal year
of the
Company to which such bonus opportunity relates, an amount equal
to
Officer’s target bonus opportunity under such bonus plan for such fiscal
year, and (2) if the Date of Termination is on or after December
31 of the
fiscal year of the Company to which such bonus opportunity relates,
an
amount equal to the amount Officer would have received under such
bonus
plan for such fiscal year based on actual achievement of the performance
goals with respect thereto (assuming, for this purpose, that all
subjective performance measures are achieved at a level equal to
the
greater of the level determined by the Company pursuant to the terms
of
such bonus plan and 100%). Payment of the AIP Payout shall be
in lieu of payment of any annual cash bonus opportunity otherwise
due and
payable with respect to the fiscal year of the Company referred to
in this
Section 7(c)(i)(C).
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(D)
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the
Accrued Obligations.
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The
Earned Salary and Severance Amount shall be paid in cash in a single lump sum
as
soon as practicable, but in no event more than 10 business days (or such
earlier date required by law), following the Date of Termination. The AIP Payout
shall be paid in cash in a single lump sum (a) if payable under Section
7(c)(i)(C)(1), as soon as practicable, but in no event more than 10
business days (or such earlier date required by law), following the Date of
Termination, and (b) if payable under Section 7(c)(i)(C)(2), as soon as
practicable, but in no event more than 30 business days (or such earlier
date required by law), following the Date of Termination. Accrued
Obligations shall be paid in accordance with the terms of the applicable plan,
policy, program or arrangement.
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2.
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This
Amendment shall terminate on December 31, 2008, unless a Change of
Control
occurs on or before that date.
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3.
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Except
as otherwise provided herein, the terms of the Agreement remain in
full
force and effect.
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IN
WITNESS WHEREOF, the Company and
Officer have duly executed this Amendment as of the day and year first above
written.
PROTECTIVE
LIFE
CORPORATION
By:_____________________________
Name: ▇▇▇▇
▇. ▇▇▇▇▇
Title:
Chairman of the Board, President
and
Chief
Executive Officer
OFFICER
Signature:
_______________________
Name: ______________________