JEFFERSON-PILOT CORPORATION
MATERIAL CONTRACTS
EXHIBIT 10
March 8, 1993
Mr. John Hopkins
2847 Dover Road NW
Atlanta, Georgia 30327
Dear John:
We are very excited at the prospect of you and Laurie joining the
Jefferson-Pilot Corporation. As you are aware, the potential for the
development of the company is enormous, and you can play a key role in
achieving that end! I have outlined below the terms of our proposed
agreement, and if you find them acceptable, please sign and return one
copy for our files. Should there be questions, please call me at the
number above, or at home.
1. Starting Date: Either 4-12-93, or 4-19-93.
2. Title: Executive Vice President and General Counsel of JP Life,
and Senior Vice President and General Counsel of JP Corporation.
3. Reports/Duties: Responsible for all legal activities and legal
staff (SEC, Corporate Secretary, EEO, Tax, Investments, Insurance,
Acquisitions, etc.). Membership on the Senior Management Committee
assisting CEO in strategic development of the corporation. Other
functional reports as assigned after the initial indoctrination.
4. Compensation:
a. Base salary of $265,000 per annum subject to annual review for
increases. (With satisfactory performance, every effort will
be made to reach $300,000 by the end of two years.)
b. Annual Bonus - Consistent with plan for key employees with
range of -
16% for minimum performance
32% for target performance
48% for maximum performance
We will guarantee you a bonus of at least 30% of earned salary
for the 1993 plan year, as a transition year. (See plan
attached).
F-21
Page 2
John Hopkins
Agreement
c. Stock Options:
On employment - 15,000 shares
1994 - 7,500 shares
1995 - 7,500 shares
5. Other:
a. Transition Expenses: A payment of $35,000 for transition
expenses at employment.
b. Benefit Plans: The customary Jefferson-Pilot group life,
health, and retirement benefits for executives will be provided
and we will waive waiting periods and service requirements for
all benefits. Four weeks of vacation will be provided per annum.
A Golf Club initiation fee will also be paid.
c. Home Purchase/Moving Expenses: After reviewing the two
appraisals provided of you present home, we are prepared to
purchase it for $600,000 (with no realty commission). Other
aspects of the relocation and moving expenses are covered in
the material previously furnished to you. A furnished
apartment (up to $1050 per month) will be provided in Greensboro
for up to 6 months as needed for the relocation.
John, the compensation outlined above is guaranteed for a period of three
years except in the event of death, disability or retirement (in which
case plan provisions apply).
Finally, we encourage you to retain you Board memberships with the Rock Tenn
and Columbus Mill as we discussed.
This agreement is subject to final referencing as we discussed. We also
need a written statement from you that you are in good health to the best
of your knowledge and belief.
Best personal regards.
Sincerely,
/s/David A. Stonecipher
David A. Stonecipher
F-22
September 20, 1993
Mr. Dennis Glass
4210 Old Leads Road
Birmingham, Alabama 38212
Dear Dennis:
We are very excited at the prospect of you and Deborah joining the
Jefferson-Pilot Corporation. As you are aware, the potential for the
development of the company is enormous, and you will play a key role in
achieving that end! I have outlined below the terms of our proposed
agreement, and if you find them acceptable, please sign and return one
copy for our files. Should there be questions, please call me at the
number above, or at home.
1. Starting Date: In October 1993, as determined.
2. Title: Executive Vice President and Chief Financial Officer of
JP Life, and Senior Vice President and Chief Financial Officer
of JP Corporation.
3. Reports/Duties: Responsible for all Chief Financial Officer
activities and staff as follows:
- SVP/Chief Accounting Officer and Corporate Accounting staff.
- SVP/Corporate Development-Investor Relations and Data Services
Company.
- SVP/Information Services - Information Services staff.
- SVP/Corporate Planning & Corporate Actuary - Strategic Planning
and Development.
- Real Estate Development.
Membership on the Finance Committee. You will also be proposed for
membership on the Life Company Board.
4. Compensation:
a. Base salary of $300,000 per annum subject to annual review for
increases.
b. Annual Bonus - Consistent with plan for key employees with
range of -
16% for minimum performance
32% for target performance
48% for maximum performance
We will guarantee you a bonus of at least $125,000 for the 1994 plan
year, as a transition year.
F-23
Page 2
Dennis Glass
Agreement
c. Long Term Incentive Plan - Participation in plan at 3 times
CGR in EPS subject to terms of plan. First pay out after
1994 plan year.
d. Stock Options - Ten year options, vested upon receipt, and priced
at stock price on date granted, equal to:
On employment - 25,000 shares
1994 - 7,500 shares
1995 - 7,500 shares
5. Other:
a. Transition Expenses: A payment of $25,000 for transition
expenses at employment, plus reimbursement of $130,000
(payable $100,000 at employment and $30,000 in March 1994)
for 1993 bonus lost from your present employer because of
your early departure.
b. Benefit Plans: The customary Jefferson-Pilot group life,
health, and retirement benefits for executives will be provided
and we will waive waiting periods and service requirements for
the Group Medical, Supplemental and Dependent Life and LTD plans
subject to a statement of good health from your current
physician. Four weeks of vacation will be provided per annum.
A Golf Club initiation fee will also be paid.
c. Relocation: We will review the two appraisals provided on
your present home and make every effort to purchase it for the
indicated appraised value (with no realty commission). Other
aspects of the relocation and moving expenses are covered in
the material previously furnished to you.
The compensation outlined above is guaranteed for a period of three
years except in the event of death, disability or retirement (in which
case plan provisions apply).
Again, let me say how pleased I am to have the opportunity of building
a great company together.
Best personal regards.
Sincerely,
/s/David A. Stonecipher
David A. Stonecipher
F-24
September 20, 1993
Mr. Jay Yelton
The Investment Centre, Inc.
300 Galleria Parkway - Suite 1200
Atlanta, Georgia 30339
Dear Jay:
We are very excited at the prospect of you and Susan joining the
Jefferson-Pilot Corporation. As you are aware, the potential for the
development of the company is enormous, and you will play a key role in
achieving that end! I have outlined below the terms of our proposed
agreement, and if you find them acceptable, please sign and return one
copy for our files. Should there be questions, please call me at the
number above, or at home.
1. Starting Date: In October 1993, as determined.
2. Title: Executive Vice President - Investments of JP Life,
and Senior Vice President - Investments of JP Corporation.
3. Reports/Duties: Responsible for all investments activities
(excluding Treasury functions and any new Real Estate Development)
and investment staff (bonds, stocks, mortgage loans, real estate
management, mutual funds, etc.) Membership on the Senior Management
Committee assisting CEO in strategic development of the corporation.
Membership on the Finance Committee. You will also be proposed for
membership on the Life Company Board.
4. Compensation:
a. Base salary of $250,000 per annum subject to annual review for
increases.
b. Annual Bonus - Consistent with plan for key employees with
range of -
16% for minimum performance
32% for target performance
48% for maximum performance
We will guarantee you a bonus of at least 30% of earned salary
for the 1994 plan year, as a transition year.
c. Long Term Incentive Plan - Participation in plan at 3 times
CGR in EPS subject to terms of plan. First pay out after
1994 plan year.
F-25
Page 2
E. J. Yelton
Agreement
d. Stock Options - Ten year options, vested upon receipt, and priced
at stock price on date granted, equal to:
On employment - 15,000 shares
1994 - 7,500 shares
1995 - 7,500 shares
5. Other:
a. Transition Expenses: A payment of $25,000 for transition
expenses at employment, plus reimbursement of $75,000 for
1993 bonus lost from your present employer because of your
early departure.
b. Benefit Plans: The customary Jefferson-Pilot group life,
health, and retirement benefits for executives will be provided
and we will waive waiting periods and service requirements
for the Group Medical, Supplemental and Dependent Life and
LTD plans subject to a statement of good health from your
current physician. Four weeks of vacation will be provided
per annum. A Golf Club initiation fee will also be paid.
c. Relocation: Aspects of the relocation and moving expenses
are covered in the material previously furnished to you.
The compensation outlined above is guaranteed for a period of three
years except in the event of death, disability or retirement (in which
case plan provisions apply).
Again, let me say how pleased I am to have the opportunity of building
a great company together.
Best personal regards.
Sincerely,
/s/David A. Stonecipher
David A. Stonecipher
F-26