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EXECUTIVE COMPENSATION AGREEMENT
THIS AGREEMENT, made and entered into this date: 18 January 1978
by and between SEIBELS, BRUCE & COMPANY, a South Carolina
corporation (hereinafter referred to as the "Company"), and G.
LARRY WILSON, a resident of Columbia, South Carolina (hereinafter
referred to as the "Employee").
WITNESSETH:
WHEREAS, the Employee has been employed by the Company since 20
June, 1966 and currently holds the position of Senior Vice
President and has rendered valuable services to the Company; and
WHEREAS, the Company wishes to insure the continuation of the
Employee's services and to reward the Employee properly therefor;
NOW, THEREFORE, in consideration of the services rendered and to be
rendered by the Employee to the Company, the Company hereby agrees
to provide the Employee with the following benefits under the
following terms and conditions:
1. BENEFITS TO BE PAID AT RETIREMENT OR UPON DEATH PRIOR TO
RETIREMENT:
(a) The Employee's Retirement Date shall be the first day of
the calendar month next succeeding the date upon which he
attains the age of sixty-five (65); the Employee may retire
on said date, or upon such later date as may be consented
to by the Company, unless the Employee elects Early
Retirement as described below in Section 2.
(b) Upon the Employee's actual retirement pursuant to Early
Retirement or at or after his Retirement Date, the Company
agrees to pay to the Employee one hundred and twenty (120)
monthly payments in the amount of Six hundred and sixty-
seven dollars ($667.00) each, payable on the first day of
each month.
(c) In the event that the Employee dies prior to retirement, or
prior to receipt of all payments to which he is entitled
pursuant to the preceding paragraph, said payments, or the
balance thereof, shall be made to the Beneficiary, and if
necessary and contingent Beneficiary, designated by the
Employee in writing for said purpose. Said designation may
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be changed by the Employee, by writing instrument delivered
to the Secretary of the Company, at any time prior to said
Employee's death. In the event that payments are made to
a contingent Beneficiary, the Company may in its sole
discretion provide that said payments shall be commuted on
the basis of five perecnt [sic] (5%) per annum compound
interest and paid in a lump sum. Notwithstanding the
foregoing, no payments shall be made after the Employee's
death if death results from suicide within two (2) years
after the date of this Agreement.
2. EARLY RETIREMENT:
The Employee shall be entitled to retire, prior to his
Retirement Date, as of the first day of any month next
following the date upon which be [sic] both completes twenty-
five (25) years of employment with the Company and attains the
age of sixty (60); provided, however, that no benefit payment
shall commence pursuant hereto until a date at least two (2)
years after the date of this Agreement.
3. BENEFITS TO BE PAID UPON DISABILITY PRIOR TO RETIREMENT:
(a) In the event that the Employee should be determined to be
totally disabled, as defined below, prior to his retirement
or other termination of service, the Company shall pay to
said Employee his normal salary for six (6) months
following his termination of employment resulting
therefrom, and shall thereafter pay to said Employee a
monthly amount determined in its sole discretion based on
the Employee's financial need, but in no event shall said
monthly amount exceed 50% of the monthly amount described
in Section 1 of this Agreement. Said monthly payments
shall continue for the period of said Employee's disability
but not beyond the Employee's Retirement Date. Beginning
at the Retirement Date, after having been disabled, the
Employee will then receive the benefits described in
Section 1 without reduction for any benefits paid due to
Disability.
(b) In the event of the employee's [sic] death during
disability, payments shall be made to his designated
Beneficiary or Contingent Beneficiary in the method
described in Section 1 without reduction for benefits paid
due to Disability. Notwithstanding the foregoing, in the
event that the Employee should recover from his disability
but should not, for any reason, offer to return to
employment with the Company, in a position and salary
comparable to that occupied and received at the time of
disability, he shall receive no further payments at his
Retirement Date.
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(c) For purposes of this Agreement, total disability shall mean
the inability of the Employee, because of sickness, disease
or injury, including mental or nervous disorder, but not
including any intentional injury or the results thereof, to
perform the material duties and functions of his occupation
or any comparable occupation commensurate with his
education, training and experience and consistent with his
attained standard of living as of the time of the inception
of said disability. The determination as to whether the
Employee has incurred said total disability shall be made
in the sole discretion of the Company, which may require a
certificate from a physician attesting to said disability,
among other requirements it may impose for such a
determination.
4. CONDITIONS OF PAYMENTS:
(a) The payments described in Sections 1 and 3 of this
Agreement shall be made only in the event that the Employee
continues in the active employ of the Company until his
retirement, total disability or death. In the event that
the Employee's service is terminated for any other reason,
neither he nor his Beneficiary shall have any rights
pursuant to this Agreement. Absence due to illness, of a
temporary nature, shall not of [sic] itself constitute a
termination of employment.
(b) The payments described in Section 1 and 3 of this Agreement
shall cease, and neither the Employee nor any Beneficiary
shall have any further right thereto, in the event that the
Employee engages, directly or indirectly, in any business
which is substantially similar to the business of the
Company, either as proprietor, owner of ten percent (10%)
or more of such a business' stock or partnership interests,
officer, employee, or otherwise, unless the Company has
first consented in writing thereto.
(c) During the period that payments are being made pursuant to
this Agreement, the Employee shall render such services of
an advisory or consultative nature as the Company may
reasonably request, provided however, that the Employee
shall not be required to travel from his residence (either
permanent or temporary) for said purposes unless the
expenses of any such travel shall be paid by the Company.
5. NO SECURITY INTEREST TRANSFERRED:
(a) The Company's obligation hereunder shall consist of an
unfunded, unsecured promise to pay the amounts above
described, and shall transfer no prior interest in any
assets of the Company.
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(b) Neither the Employee nor any Beneficiary shall have any
power to transfer, assign, anticipate, hypothocate [sic] or
otherwise encumber in advance any of the benefits payable
pursuant hereto, nor shall said benefits be subject to
seizure or attachment for the payment of any debts or
judgments or any of them, nor be transferable by operation
of law in the event of bankruptcy, insolvency or otherwise.
6. GENERAL PROVISIONS:
(a) Nothing in this Agreement shall be deemed to constitute a
contract or promise by the Company to continue to employ
the Employee, and the Company shall be free at any time to
discharge the Employee for cause. The Company does agree,
however, that it will not arbitrarily reduce or terminate
the Employee's compensation normally paid for services
rendered.
(b) Nothing in this Agreement shall affect any right of the
Employee to participate in any other retirement or deferred
benefit plan which the Company may now maintain or
hereafter institute, provided, however, that the amounts
payable pursuant to this Agreement shall not constitute
compensation for purposes of computing any benefits or
contributions for purposes of any such plan or program.
(c) This Agreement shall be binding upon the Company and the
Employee and any Beneficiary, their respective heirs,
executors, administrators or successors in interest,
including any company into which the Company may be merged
or by which it may be acquired.
(d) This Agreement shall be interpreted according to the laws
of South Carolina. In the event that any provision of this
Agreement is deemed unenforceable pursuant to said laws,
said provision shall be deemed null and void but the
remainder of this Agreement shall be enforced according to
its terms.
(e) This Agreement may be amended or revoked only by the mutual
written agreement of the Company and the Employee (or
Beneficiary, if appropriate).
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IN WITNESS WHEREOF, the Company and the Employee have caused this
Agreement to be executed and their respective seals affixed hereto,
the day and year first above written.
SEIBELS, BRUCE & COMPANY
(CORPORATE SEAL)
/s/ William R. Bruce
William R. Bruce, President
Attest: /s/ J. Smith Harrison
J. Smith Harrison, Exec
Vice Pres & Corp Sec
/s/ G. Larry Wilson
G. Larry Wilson
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
I, the undersigned, as provided in the Executive Compensation
Agreement entered into between Seibels, Bruce & Company and the
undersigned and dated 18 January 1978, do hereby designate as my
beneficiary the following:
PRIMARY: Patricia Ervin Wilson
if living; but if not living, then:
CONTINGENT: Christopher Chadwick Wilson
if living; but if not living, then any funds due
shall be payable to the executor or administrator of
the estate of the last survivor of said Employee,
Primary Beneficiary, or Contingent Beneficiary
Dated: 18 January 1978 /s/ G. Larry Wilson
Witness:
/s/ J. Smith Harrison
/s/ Priscilla C. Jones
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AMENDMENT NO. 1 TO THE
EXECUTIVE COMPENSATION AGREEMENT
Effective March 8, 1983, the Executive Compensation Agreement
entered into on January 18, 1978 between Seibels, Bruce & Company
(and later assumed by Policy Management Systems Corporation) and G.
LARRY WILSON is hereby amended as follows:
Section 1(b) is amended so as to provide for one hundred and
eighty (180) monthly payments in the amount of TWO THOUSAND AND
EIGHTY-THREE DOLLARS ($2,083) each, payable on the first day of
each month beginning with the Employee's Retirement Date (or the
first month following actual retirement in the event of Early
Retirement) and said paragraph is further amended to add a
provision that no payments will commence under the provisions of
retirement, including early retirement, prior to October 1, 1984.
Section 1(c) is amended to the extent of specifying that should
the Employee die prior to or after retirement, including early
retirement, and his death be the result of suicide within two years
from the date of this Amendment, the payments shall revert to the
monthly amount specified in the original Agreement and the
aggregate amount paid and to be paid shall not exceed the aggregate
amount specified in the original Agreement.
Section 2 is amended to the extent of removing the concluding
provision "provided, however, that no benefit payment shall
commence pursuant hereto until a date at least two (2) years after
the date of this Agreement."
The reference in Section 3(a) and 3(b) to "Section 1" are
hereby amended to read "Section 1, as amended."
All other terms and conditions of the Agreement remain
unchanged and in full force and effect.
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IN WITNESS WHEREOF, the Company and the Employee have caused
this Amendment to be executed and their respective seals affixed
hereto, the day and year first above written.
POLICY MANAGEMENT SYSTEMS
(Corporate Seal) CORPORATION
ATTEST: /s/ John C. Wyatt /s/ Robert L. Gresham
Employee
/s/ G. Larry Wilson
G. Larry Wilson
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