EXHIBIT 10.8
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of
the first day of January, 2000 by and between WILLIAM H. LACY, an individual
currently residing at 1797 Shalom Drive, West Bend, Wisconsin 53095 (hereinafter
referred to as "Lacy"), on behalf of himself and his agents, representatives,
heirs, executors, attorneys, administrators, successors and assigns; and
MORTGAGE GUARANTY INSURANCE CORPORATION, a stock insurance company organized and
existing under the laws of the State of Wisconsin, with its principal
administrative offices located at 250 East Kilbourn Avenue, Milwaukee, Wisconsin
53202 (hereinafter referred to as the "Company").
WITNESSETH:
WHEREAS, Lacy was employed by the Company as its Chairman until December
31, 1999; and in connection with Lacy's retirement as an officer of the Company
and its affiliates, which was effective as of the close of business on December
31, 1999, Lacy and the Company desire to continue the employment of Lacy as
Special Advisor until January 31, 2005, on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Lacy and the Company hereby agree
as follows:
1. Confirmation of Officer Retirement; Continuation of Employment. Lacy
hereby confirms that he has retired from and resigned his officer positions with
the Company and all parent, subsidiary, and affiliated corporations, effective
as of the close of the Company's business on December 31, 1999 (the "Offices
Retirement Date"). Lacy's retirement as an officer shall not be deemed to be a
termination of employment, and Lacy shall continue his employment with the
Company hereunder and shall provide advice and counsel to the Company's senior
management regarding the Company's operations and such other services to the
Company commensurate with Lacy's prior position and status, substantially on a
full-time basis consistent with Lacy's past practice, in each case, to the
extent requested by the Chief Executive Officer or a person designated by him,
for a period ending at the close of business on January 31, 2005. Lacy agrees
that he has no right to continue his employment after January 31, 2005. To the
extent feasible, Lacy will be entitled to perform the services required hereby
from his home.
2. Base Salary. Subject to the terms and conditions of this Agreement,
following the Offices Retirement Date, the Company shall pay Lacy as follows:
(a) Base Salary. Beginning on January 1, 2000, the Company shall pay
Lacy a base salary at an annualized rate of $500,000.00 ("Base Salary") until
the earlier of: (i)
termination of Lacy's employment with the Company pursuant to Section 9 below,
or (ii) January 31, 2005, at which time the Company shall stop making such
payments.
(b) Amount and Timing of Payments. All Base Salary payments will be
paid in bi-weekly installments on such dates as the Company generally pays its
other employees. The first and last such installments will be prorated if the
installment period is less than two full weeks.
(c) Deductions. The Company will deduct from all Base Salary payments
all legally required payroll deductions, including but not limited to federal
and state income tax and FICA withholding, as well as all other customary
deductions elected by Lacy.
3. Pension Plan. During the period in which Base Salary payments are made
to Lacy, he will participate in the Company's pension plan and Supplemental
Executive Retirement Program ("SERP") as an employee of the Company.
4. Profit Sharing Plan. Lacy will be entitled to participate in the
Company's profit sharing plan for each year during the period in which Base
Salary payments are made, provided he remains eligible to receive Base Salary
payments as of December 31st of such year. Lacy's participation in the Company's
profit sharing plan for each such year shall be to the same extent as, and
subject to the same terms and conditions that apply to, other active full time
employees of the Company, provided Lacy has complied with all of the terms and
conditions of Sections 7 and 8 below. The Company's profit sharing contribution
to Lacy for such year will be based solely upon the eligible compensation
received by Lacy from the Company during such year. Lacy also acknowledges and
agrees that he will not be entitled to receive any profit sharing contributions
for any calendar year after 2004.
5. Insurance. During the period in which Base Salary payments are made to
Lacy, he will be eligible to participate in the Company's group health and
dental insurance plans, as well as the Company's long term disability insurance
plan. During such period, the Company will provide such insurance benefits to
Lacy on the same basis it provides these benefits to all other Company
employees, including, but not limited to, those terms and conditions of the
plans requiring the payment by the employee of the employee's portion of
insurance premiums. During such period, the Company also shall continue to pay
the Company's portion of the premium for Lacy's split-dollar life insurance
coverage and supplementary long-term disability insurance coverage for the
calendar years of 2000 through 2004, inclusive. (No split-dollar life insurance
coverage or supplementary long-term disability insurance coverage will be
purchased by the Company for Lacy for any period after 2004.) To the extent the
Company's long-term disability insurance plan, as in effect on January 31, 2005,
provides a feature allowing a terminating Company employee to convert coverage
under the plan to an individual policy, the Company will take no action to
impair Lacy's ability to exercise any right he may have under the plan to elect
such conversion, provided, however, that any such conversion shall be at Lacy's
sole option, cost and expense.
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6. No Other Compensation or Benefits. Lacy acknowledges and agrees that,
except as is specifically provided for in this Agreement and any written stock
option agreements he may have previously entered into with MGIC Investment
Corporation, he will not be entitled to receive from the Company (or any of its
parent or affiliated corporations) any salary, wages, bonuses (except to the
extent a bonus is awarded to him with respect to the year ended December31,
1999), contributions, insurance, stock option rights, or other benefits or
compensation of any kind, whatsoever. Without limiting the generality of the
foregoing, Lacy acknowledges and agrees that he will not be entitled to receive
any severance compensation or other bonuses, incentive payments, or similar
payments at any time after the date of this Agreement, except as otherwise
expressly set forth herein.
7. Return of Confidential Information. On or prior to January 31, 2005 (or
if this Agreement is earlier terminated or the Company so requests in writing,
as promptly as practicable thereafter), Lacy shall return to the Company all
written or otherwise tangible MGIC Confidential Information in his possession or
subject to his control. For purposes of this Agreement, MGIC Confidential
Information shall include, without limitation, all business information and
records that relate to the Company or any of its direct or indirect parent,
subsidiary or affiliated companies, which are not known to the public generally.
MGIC Confidential Information shall include, without limitation, all originals
and all full or partial copies of any written or electronically captured
materials received (from the Company or any third party), sent, reviewed,
developed or prepared by Lacy during the course of his employment with the
Company, all financial statements and other accounting or financial information,
customer lists, customer profiles, customer buying records, sales records,
market surveys, marketing plans and information, short-term and long-range
business plans, compensation and benefit information, supplier lists, claims
information, risk management information, underwriting information, product
information, business methods and operations, research, studies, reports,
manuals, correspondence, memoranda, forms, systems, procedures, and computer
records and software, of whatever nature, regardless of form. During the term of
Lacy's employment with the Company and for a period of three (3) years
thereafter, Lacy will not retain, disclose or deliver to any third person any
MGIC Confidential Information.
8. Compliance with Terms of Non-Compete Agreements. In consideration of
various stock options and/or other consideration previously granted to Lacy by
MGIC Investment Corporation or the Company, Lacy executed numerous non-compete
agreements for the benefit of MGIC Investment Corporation and/or the Company,
including, but not necessarily limited to an Agreement Not to Compete dated
February 14, 1990, an Agreement Not to Compete dated May 29, 1991, an Agreement
Not to Compete dated March 3, 1994, an Agreement Not to Compete dated February
19, 1997, and an Agreement Not to Compete dated May 29, 1991 (the "Non-Compete
Agreements"). Lacy agrees to comply with the terms of the Non-Compete Agreements
and agrees that both MGIC Investment Corporation and the Company shall be
entitled to enforce the terms and conditions of the Non-Compete Agreements.
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9. Termination. Lacy's employment with the Company will automatically
terminate on January 31, 2005, without any further action or notice by the
Company, unless (i) terminated earlier pursuant to the terms and conditions
hereof, (ii) Lacy earlier terminates such employment in writing, which he may do
in his sole discretion or (iii) Lacy dies, in which event Lacy's employment will
terminate on the date of Lacy's death. The Company shall not terminate Lacy's
employment prior to January 31, 2005, except upon the following terms and
conditions:
(a) Breach of Any Non-Compete Agreement. The Company may immediately
terminate Lacy's employment upon written notice to Lacy if Lacy breaches any one
or more of the Non-Compete Agreements described in Section 8 above.
(b) Breach of this Agreement. The Company may immediately terminate
Lacy's employment upon written notice to Lacy if Lacy materially breaches the
agreements of Lacy set forth in Sections 1 or 7 (last sentence) above.
Lacy acknowledges and agrees that termination of Lacy's employment for a breach
referred to in Sections 9(a) or (b) above is in addition to, and not in lieu of,
all other remedies available to the Company or MGIC Investment Corporation under
applicable law or in equity arising from such breach.
10. Severability. If any term or provision of this Agreement, or the
application thereof, shall to any extent be invalid or unenforceable, and the
intent of the parties hereto in entering into this Agreement is not materially
frustrated or negated thereby, the remainder of this Agreement, or the
application of such term or provision to circumstances other than those to which
it is invalid or unenforceable, shall not be affected thereby, and shall be
enforced to the full extent permitted by law.
11. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns, except that no assignment or other transfer of any rights or
obligations under this Agreement shall be effective without the prior, express
written consent of the other party hereto.
12. Title and Headings. The title and section headings of this Agreement
have been inserted for convenience of reference only, shall not be deemed to be
a part of this Agreement, and shall not be construed to limit, expand, or
otherwise modify the effect of any provision of this Agreement.
13. No Assignment. This Agreement may not be assigned by either party
without the prior, express, written consent of the other party hereto.
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14. Governing Law. This Agreement shall be governed by, construed and
interpreted under the internal laws of the State of Wisconsin, without reference
to such State's conflict of laws principles.
15. Notices. Except as otherwise expressly provided herein, any notice,
demand, or other communication which either party desires or is required to give
to the other party in connection with this Agreement shall be in writing and
shall be either served personally, sent by Federal Express overnight courier
service, or sent by prepaid United States mail (certified with return receipt
requested), addressed to the other party as follows:
To Lacy: William H. Lacy
1797 Shalom Drive
West Bend, Wisconsin 53095
To Company: Mortgage Guaranty Insurance Corporation
250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
Attention: Chief Executive Officer
With a copy to:
Mortgage Guaranty Insurance Corporation
250 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
Attention: General Counsel and Vice President-Human
Resources
Such notice shall be deemed given upon such personal delivery, courier delivery,
or mailing. Either party may at anytime change its address for notice purposes
hereunder by providing the other party with written notice, as provided herein,
of the new address.
16. Waiver. Failure or delay by any party to enforce compliance with any
term or condition of this Agreement shall not constitute a waiver of such term
or condition. A waiver of any breach or default under this Agreement shall not
constitute a waiver of any subsequent breach or default.
17. Amendments. No modification or amendment of this Agreement shall be
binding unless in writing and signed by the party sought to be bound.
18. Entire Agreement. Each of the parties hereby acknowledges that it has
read this Agreement and understands and agrees to be bound by its terms and
conditions. This Agreement and is the complete and exclusive statement of the
agreement between the parties hereto which supersedes all prior agreements,
offers, proposals, understandings and other communications between the parties
hereto, oral or written, regarding the terms of
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Lacy's retirement as an officer of the Company and MGIC Investment Corporation
and the terms on which Lacy's employment will continue and may be terminated
hereafter, and no other agreement concerning such subject matter shall be
binding upon the Company unless in writing and signed by an authorized officer
of the Company.
IN WITNESS WHEREOF, Lacy and the Company have executed this Agreement as of
the date first set forth above.
WILLIAM H. LACY MORTGAGE GUARANTY INSURANCE
CORPORATION
____________________________________ By:__________________________________
Curt S. Culver
Chief Executive Officer
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