GENERAL RELEASE, by CARL T. CHADBURN (the "Executive") in favor of THE
PHOENIX COMPANIES, INC. (the "Company").
1. The Executive knowingly and voluntarily waives, terminates, cancels
and releases forever whatever rights, claims or causes of action he (or his
heirs, executors, administrators, successors, assigns and legal
representatives) may have or may yet have against the Company and any of
its subsidiaries or affiliates, and each of their respective predecessors,
successors or assigns, present and former directors, officers, employees,
shareholders, attorneys and agents, whether known or unknown, based upon
any matter, cause or thing occurring at any time before and including the
Effective Date.
2. Paragraph 1 includes, but is not limited to, all claims under
federal, state or local law or the national or local law of any other
country (statutory or decisional) for breach of contract, for tort, for
wrongful or abusive or unfair discharge or dismissal, for impairment of
economic opportunity or for defamation, for intentional infliction of
emotional distress, or for discrimination based upon race, color,
ethnicity, sex, age, national origin, religion, disability, sexual
orientation or any other unlawful criterion or circumstance. Such released
rights and claims include, but are not limited to, all rights or claims
under the Age Discrimination in Employment Act of 1967 ("ADEA") (except
that the Executive does not waive ADEA rights or claims that may arise
after the date of this Agreement).
3. The Executive affirms that, prior to the execution of this General
Release, the Executive was advised to consult with an attorney of his
choice concerning the terms and conditions of this General Release and that
he has been given up to 21 days to consider signing this General Release.
The Executive understands that he has seven days following his signing to
revoke and cancel this General Release, and the terms and conditions of
this General Release will not become effective or enforceable until the
revocation period has expired (the "Effective Date"). The Executive agrees
that a revocation will only be effective if he furnishes written notice to
the Company's Director of Human Resources within such seven-day period.
4. Notwithstanding any term of this General Release, this General
Release will not terminate, cancel or release the obligation of The Phoenix
Life Insurance Company to make the payment, pursuant to the attached
schedule, under the Employment Letter of Agreement, dated December 20, 2000
(as clarified on August 29, 2002), which payment will be made promptly
after the Effective Date.
August, 29, 2002
/s/ Carl T. Chadburn
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Carl T. Chadburn
SCHEDULE ATTACHED TO GENERAL RELEASE FOR CARL T. CHADBURN
ANALYSIS OF FINANCIAL IMPACT OF EMPLOYMENT AGREEMENTS*
CARL CHADBURN
CHANGE IN CONTROL AGREEMENT
2 1/2 times Salary 1,000,000
(Section 4 (a)(I)(B))
2 1/2 times highest MIP 812,500
(Section 4 (a)(I)(B))
Current LTI vesting 2,404,800
(Section 4 (a)(I)(C))
2 1/2 additional years for retirement benefits** 1,810,604
(Section 4 (a)(I)(D))
Severance benefits - 2 1/2 years of SIP and excess match 32,476
(Section 4 (a)(I)(E))
Other
(Section 4 (a)(I)(A)) 69,234
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TOTAL CHANGE IN CONTROL 6,129,614
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*Calculations are assuming a 9/1/02 retirement date.
** Represents value of lump sum. May elect annuity form of payment.
August 29, 2002
/s/ Carl T. Chadburn
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Carl T. Chadburn
/s/ E. Rudden
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The Phoenix Companies, Inc.