Exhibit (10)(iii)(n)
EXECUTIVE EMPLOYMENT BONUS AGREEMENT
This Executive Employment Bonus Agreement, effective as of the 1st day of
January, 1996 (the "Effective Date"), is by and between The Hartford
Steam Boiler Inspection and Insurance Company ("HSB") and Donald M. Carlton
(the "Executive").
WHEREAS, HSB is a party to a Contribution Agreement dated as of January 30,
1996 under which the businesses of Radian Corporation are to be contributed to
a newly formed joint venture company, Radian International LLC, owned in part
by HSB and in part by The Dow Chemical Company; and
WHEREAS, HSB desires that Executive accept employment with Radian International
LLC and remain in the employ of Radian International LLC for a period of three
(3) years immediately following the date of the Contribution Agreement
NOW THEREFORE, HSB and the Executive agree as follows:
1. Term of Employment
1.1 "Term of Employment" for purposes of this Agreement is the period of time
beginning on the Effective Date and ending on the third anniversary of the
Effective Date.
2. Employment
2.1 Subject to the terms and conditions of this Agreement, Executive agrees to
accept employment with Radian International LLC and to remain in the employ
of Radian International LLC for the Term of Employment.
3. Employment Bonus
3.1 HSB agrees, upon the occurrence of all of the conditions set forth in 3.1.1
through 3.1.3 below, to pay to Executive an employment bonus of Two Hundred
Thousand Dollars ($200,000.00).
3.1.1 Executive accepts employment with Radian International LLC as
of the Effective Date under the terms and conditions of an
Executive Employment Agreement entered into by Executive with
Radian International LLC (the form of which is attached hereto).
3.1.2 Executive remains continuously in the employ of Radian
International LLC during the Term of Employment set forth in
Paragraph 1.1.
3.1.3 Executive has performed duties and responsibilities in connection
with such employment in accordance with the terms and
conditions of the aforementioned Executive Employment
Agreement.
3.2 In the event that Executive has otherwise met the requirements for payment
of the sum set forth in Paragraph 3.1 but Executive's employment is
terminated by Radian International LLC "Without Cause" or by Executive "for
Good Reason" under terms of the aforementioned Executive Employment
Agreement, payment shall be made to Executive under this agreement at
such time of payment as would have occurred had Executive remained employed.
3.3 In the event that Executive has otherwise met the requirements for payment
of the sum set forth in Paragraph 3.1, but dies during the Term of Employment,
such payment shall be made to Executive's estate, in a lump sum, sixty (60)
days after Executive's death. The executor of Executive's estate may request
such payment be made in a reasonable number of installments over a period
not to exceed five (5) years. HSB in its sole discretion may deny this
request.
3.4 In the event that Executive has otherwise met the requirement for
payment of the sum set forth in Paragraph 3.1, but becomes permanently and
totally disabled during the Term of Employment, such payment shall be made to
Executive in a lump sum sixty (60) days following permanent total disablement.
For purposes of this Agreement, "total disability" means physical or mental
incapacity which qualifies Executive to receive disability benefits under the
Federal Social Security Act and prevents Executive from engaging in any
employment with Radian International LLC, or in any other employment or
occupation for remuneration or profit consistent with Executive's
qualifications and experience.
4. Notices and Communications
4.1 All notices and other communications hereunder shall be in writing and
shall be given when hand delivered to the other party or when mailed by
registered or certified mail, return receipt requested, postage prepaid,
addressed to the parties at the addresses set forth below or such other
address as either party shall have furnished to the other in writing
in accordance herewith:
In the case of HSB:
The Hartford Steam Boiler Inspection and Insurance Co.
One State Street, P. O. Box 5024
Hartford, CT 06102-5024
Attention: Robert C. Walker
Senior Vice President and General Counsel
In the case of the Executive
Donald M. Carlton
1355 The High Road
Austin, TX 78746
5. Miscellaneous
5.1 Non-assignability. The rights and obligations extended by HSB to Executive
under this Agreement are personal to Executive and shall not be assignable by
Executive without the prior written consent of HSB.
5.2 Withholding. All compensation payable under this Agreement shall be
subject to customary withholding taxes and other employment taxes as required
with respect to compensation paid by a corporation to an employee and the
amount of compensation payable hereunder shall be reduced appropriately to
reflect the amount of any required withholding. HSB shall have no obligation
to make any payments to the Executive or to make the Executive whole for the
amount of any required taxes.
5.3 Nonalienation. The interests of the Executive under this Agreement are not
subject to the claims of the Executive's creditors, other than HSB, and may not
otherwise be voluntarily or involuntarily assigned, alienated or encumbered.
5.4 Waiver of Breach. The waiver by either HSB or the Executive of a breach of
any provision of this Agreement shall not operate as or be deemed a waiver of
any subsequent breach by either HSB or the Executive. Continuation of
payments under this Agreement by HSB following a breach by the Executive of
any provision of this Agreement shall not preclude HSB from thereafter
terminating said payments based upon the same violation.
5.5 Enforceability. This Agreement shall inure to the benefit of and be
enforceable by the parties hereto, and their respective heirs, personal
representatives, successors and assigns.
5.6 Applicable Law. This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of Delaware.
5.7 Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
5.8 Captions. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect.
5.9 Amendments. This Agreement may not be amended or modified other than by
written agreement executed by the parties hereto, nor may any provision hereof
be waived except by a writing signed by the party waiving such provision.
5.10 Execution of Agreement. This Agreement may be executed in duplicate
originals.
5.11 Entire Agreement. This Agreement contains the entire understanding of
the parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, HSB and Executive have caused this Agreement to be
executed as of the date set forth above.
THE HARTFORD STEAM BOILER EXECUTIVE
INSPECTION AND INSURANCE COMPANY
By /s/ Robert C. Walker /s/ Donald M. Carlton
Robert C. Walker Donald M. Carlton
Senior Vice President and
General Counsel