EXHIBIT 99.3
CHANGE IN CONTROL AGREEMENT
FORM A
THIS AGREEMENT is entered into this _____ day of ______________, 2002
by and between FBL FINANCIAL GROUP, INC., an Iowa corporation (the "Company"),
and __________________________________________________ (the "Executive").
The Company's Board of Directors (the "Board") has determined that it
is in the best interests of the Company and its stockholders to ensure that the
Company and its affiliates will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a termination of the
Executive's employment in certain circumstances, including following a Change in
Control as defined herein. The Board believes it is imperative to diminish the
inevitable distraction of the Executive by virtue of the personal uncertainties
and risks created by a pending or threatened termination of the Executive's
employment in such circumstances and to provide the Executive with compensation
and benefits arrangements upon such a termination which ensure that the
compensation and benefits expectations of the Executive will be satisfied and
which are competitive with those of other corporations who may seek to employ
the Executive. In order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement with the Executive. It is hereby agreed as
follows:
1. Definitions. For purposes of this Agreement, the following terms will have
the following meanings unless otherwise expressly provided in this Agreement:
(a) Beneficiary. "Beneficiary" means any individual, trust or
other entity named by the Executive to receive the severance
payments and benefits payable hereunder in the event of the
death of the Executive during the Salary Continuation Period.
Executive may designate a Beneficiary to receive such payments
and benefits by completing a form provided by the Company and
delivering it to the Chairman of the Board of the Company.
Executive may change his or her designated Beneficiary at any
time (without the consent of any prior Beneficiary) by
completing and delivering to the Company a new beneficiary
designation form. If a Beneficiary has not been designated by
the Executive, or if no designated Beneficiary survives the
Executive, then the payment and benefits provided under this
Agreement, if any, will be paid to the Executive's estate,
which shall be deemed to be Executive's Beneficiary.
(b) Board. "Board" means the Board of Directors of the Company.
(c) Cause. "Cause" means:
(i) the Executive's willful and continued failure to
substantially perform the Executive's duties with the
Company or its affiliates (other than any such
failure resulting from the Executive's incapacity due
to physical or mental illness), after a written
demand for substantial performance is delivered to
the Executive by the Company which specifically
identifies the manner in which the Company believes
that the Executive has not substantially performed
his or her duties;
(ii) the final conviction of the Executive of, or an
entering of a guilty plea or a plea of no contest by
the Executive to, a felony; or
(iii) the willful engaging by the Executive in illegal
conduct or gross misconduct which is materially and
demonstrably injurious to the Company.
For purposes of this definition, no act or failure to
act on the part of the Executive shall be considered
"willful" unless it is done, or omitted to be done,
by the Executive in bad faith or without a reasonable
belief that the action or omission was in the best
interests of the Company or its affiliates. Any act,
or failure to act, based on authority given pursuant
to a resolution duly adopted by the Board, the
instructions of a more senior officer of the Company
or the advice of counsel to the Company or its
affiliates will be conclusively presumed to be done,
or omitted to be done, by the Executive in good faith
and in the best interests of the Company and its
affiliates.
(d) Change in Control. A "Change in Control" means the occurrence
of any one of the following events:
(i) any "person" (as defined in Sections 13(d) and 14(d)
of U.S. Securities Exchange Act of 1934, as amended
(the "Exchange Act")), other than the Company, any
trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any
subsidiary of the Company, or any corporation owned,
directly or indirectly, by the stockholders of the
Company in substantially the same proportions as
their ownership of stock of the Company, acquires
"beneficial ownership" (as defined in Rule 13d-3
under the Exchange Act) of securities representing
35% of the combined voting power of the Company; or
(ii) during any period of not more than two consecutive
years, individuals who, at the beginning of such
period, constitute the Board and any new directors
(other than any director designated by a person who
has entered into an agreement with the Company to
effect a transaction described in subsections
1(d)(i), 1(d)(iii), or 1(d)(iv) of this Agreement)
whose election by the Board or nomination for
election by the Company's stockholders was approved
by a vote of at least two-thirds (2/3) of the
directors then still in office who either were
directors at the beginning of the period or whose
election or nomination for election was previously so
approved, cease for any reason to constitute at least
a majority of the Board; or
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(iii) the stockholders of the Company approve and the
Company consummates a merger other than (A) a merger
that would result in the voting securities of the
Company outstanding immediately prior thereto
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of the surviving entity), in combination
with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of
the Company and any Subsidiary, at least 50% of the
combined voting power of all classes of stock of the
Company or such surviving entity outstanding
immediately after such merger or (B) a merger
effected to implement a recapitalization of the
Company (or similar transaction) in which no person
acquires more than 50% of the combined voting power
of the Company's then outstanding securities; or
(iv) the stockholders of the Company approve and the
Company consummates a plan of complete liquidation of
the Company or a sale of all or substantially all of
the assets of the Company.
(e) Date of Termination means the date specified in a Notice of
Termination pursuant to paragraph 3 hereof, or the
Executive's last date as an active employee of the Company
and its affiliates before a termination of employment due to
death, Disability or other reason, as the case may be.
(f) Disability. "Disability" means the Executive's total and
permanent disability as defined under the terms of the
Company's long-term disability plan in effect on the Date of
Termination.
(g) Effective Period. The "Effective Period" means the 36-month
period following any Change in Control.
(h) Good Reason. "Good Reason" means, unless the Executive has
consented in writing thereto, the occurrence of any of the
following:
(i) The assignment to the Executive of any duties
inconsistent with the Executive's position, including
any change in status, title, authority, duties or
responsibilities or any other action which results in
a diminution in such status, title, authority, duties
or responsibilities, excluding for this purpose (A)
an isolated, insubstantial and inadvertent action not
taken in bad faith and which is remedied by the
Company or the Executive's employer promptly after
receipt of notice thereof given by the Executive; and
(B) changes reasonably related to the termination of
the Company's registration under Section 12 of the
Exchange Act.
(ii) A reduction by the Company or the Executive's
employer in the Executive's base salary;
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(iii) The relocation of the Executive's office to a
location more than fifty (50) miles outside West Des
Moines, Iowa;
(iv) Following a Change in Control, unless a plan
providing a substantially similar compensation or
benefit is substituted, (A) the failure by the
Company or any of its affiliates to continue in
effect any material fringe benefit or compensation
plan, retirement plan, life insurance plan, health
and accident plan or disability plan in which the
Executive is participating prior to the Change in
Control, or (B) the taking of any action by the
Company or any of its affiliates which would
adversely affect the Executive's participation in or
materially reduce his benefits under any of such
plans or deprive him of any material fringe benefit;
or
(v) Following a Change in Control, the failure of the
Company or the affiliate of the Company by which the
Executive is employed, or any affiliate which
directly or indirectly owns or controls any affiliate
by which the Executive is employed, to obtain the
assumption in writing of the Company's obligation to
perform this Agreement by any successor to all or
substantially all of the assets of the Company or
such affiliate within 15 days after a reorganization,
merger, consolidation, sale or other disposition of
assets of the Company or such affiliate.
For purposes of this Agreement, any determination of "Good
Reason" made by the Executive shall be conclusive unless the
Company establishes by clear and convincing evidence that such
determination was (A) not made in good faith, or (B) not based
on a reasonable belief. If the Company contests the
Executive's determination, the Company shall nevertheless make
the payments as and when prescribed by paragraph 4 of this
Agreement, upon receipt of a written undertaking by the
Executive to repay (without interest and with no collateral)
such amounts upon entry of a final judgment of a court in
which the court determines the Executive's decision was not in
good faith or was not based on a reasonable belief. The
Company must give the Executive written notice of the
Company's intent to contest ("Contest Notice") the good faith
or reasonable belief of the Executive's determination of Good
Reason within fifteen (15) days after the date of the
Executive's Notice of Termination given pursuant to paragraph
3, or it shall be barred from contesting the Executive's
determination. If the Company provides a timely Contest
Notice, (A) the Executive or the Company may seek a
declaratory judgment in any Court of appropriate jurisdiction
in the State of Iowa with respect to the presence of Good
Reason; and (B) the Executive may suspend or cancel the Notice
of Termination, either before or after the Company initiates
any declaratory judgment action, pending a final decision.
2. Term. The term ("Term") of this Agreement shall commence on the date first
above written (the "Commencement Date") and, unless terminated earlier as
provided hereunder, shall continue through December 31, 2004; provided, however,
that commencing on January 1, 2005 and each January 1st thereafter, the term of
this Agreement shall automatically be extended for one additional year, unless
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at least 90 days prior to such January 1st date, the Company shall have given
notice that it does not wish to extend this Agreement. Upon the occurrence of a
Change in Control during the term of this Agreement, including any extensions
thereof, this Agreement shall automatically be extended until the end of the
Effective Period and may not be terminated by the Company during such time.
3. Notice of Termination.
(a) Any termination of the Executive's employment by the Company,
or by any affiliate of the Company by which the Executive is
employed, for Cause, or by the Executive for Good Reason shall
be communicated by Notice of Termination to the other party
hereto given in accordance with paragraph 10 of this
Agreement. For purposes of this Agreement, a "Notice of
Termination" for termination of employment for Cause or for
Good Reason means a written notice which (i) is given at least
thirty (30) days prior to the Date of Termination; (ii)
indicates the specific termination provision in this Agreement
relied upon, (iii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment
under the provision so indicated, (iv) specifies the
employment termination date; and (v) allows the recipient of
the Notice of Termination at least thirty (30) days to cure
the act or omission relied upon in the Notice of Termination.
The failure to set forth in the Notice of Termination any fact
or circumstance which contributes to a showing of Good Reason
or Cause will not waive any right of the party giving the
Notice of Termination hereunder or preclude such party from
asserting such fact or circumstance in enforcing its rights
hereunder.
(b) A Termination of Employment of the Executive will not be
deemed to be for Cause unless and until there has been
delivered to the Executive a copy of a resolution duly adopted
by the affirmative vote of not less than three-quarters of the
entire membership of the Board at a meeting of the Board
called and held for such purpose (after reasonable notice is
provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board,
the Executive has engaged in the conduct described in
paragraph 1(c) hereof, and specifying the particulars of such
conduct.
(c) A Termination of Employment of the Executive will not be
deemed to be for Good Reason unless the Executive gives the
Notice of Termination provided for herein within twelve (12)
months after the Executive has actual knowledge of the act or
omission of the Company constituting such Good Reason.
4. Obligations of the Company Upon Termination of Executive's Employment
Following a Change in Control
(a) If, during the Effective Period, the Company terminates the
Executive's employment other than for Cause or the Executive
terminates employment with the Company for Good Reason, the
Company will pay the following to the Executive:
(i) Cash in the amount of the Executive's annual base
salary through the Date of Termination to the extent
not theretofore paid;
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(ii) Cash in the amount of the target annual bonus that
the Executive would receive for the year in which the
Date of Termination occurs, pro-rationed by
multiplying such bonus amount by the fraction
obtained by dividing the number of days in the year
through the Date of Termination by 365;
(iii) Cash in an amount equal to the product of three times
the Executive's annual base salary at the greater of
(A) the rate in effect at the time Notice of
Termination is given or (B) the rate in effect
immediately preceding the Change in Control, payable
in equal monthly installments over a period of three
years following the Date of Termination (the "Salary
Continuation Period");
(iv) A lump sum cash amount equal to the product of three
times the target annual cash bonus in effect for the
Executive at the time Notice of Termination is given;
(v) The continuation of the provision of health
insurance, dental insurance and life insurance
benefits for the Salary Continuation Period to the
Executive and the Executive's family at least equal
to those which would have been provided to them in
accordance with the plans, programs, practices and
policies of the Company as in effect and applicable
generally to other peer executives and their families
during the 90-day period immediately preceding the
Effective Period or on the Date of Termination, at
the election of the Executive; provided, however,
that if the Executive becomes re-employed with
another employer and is eligible to receive medical
or other welfare benefits under another employer
provided plan, the medical and other welfare benefits
described herein will be secondary to those provided
under such other plan during such applicable period
of eligibility;
(vi) The acceleration of vesting and the continued accrual
of years of service under any and all defined benefit
retirement plans sponsored or maintained by the
Company or by any affiliate controlled by the
Company, including without limitation the Iowa Farm
Bureau Federation and Affiliated Companies Retirement
Plan, in effect on and in which the Executive was a
Participant on the Date of Termination, in each case
for the Salary Continuation Period, but in no event
beyond the date that the Executive or Executive's
spouse begins to receive benefits under such plan;
and
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(vii) The continued accrual of years of service and
benefits under the Iowa Farm Bureau Federation
Affiliates Supplemental Retirement Plan and the
Supplemental Retirement Plan for Participants at the
Iowa Farm Bureau Federation and Affiliated Companies
Retirement Plan for the Salary Continuation Period,
but in no event beyond the date that the Executive or
the Executive's spouse begins to receive benefits
under such plan.
(b) "Compensation" Under Retirement Plans. Any and all amounts
paid under this Agreement in the amount of or otherwise in
respect of the Executive's annual base salary and bonuses,
whether or not deferred under a deferred compensation plan or
program, are intended to be and will be "Compensation" for
purposes of determining Compensation under any and all
retirement plans sponsored or maintained by the Company or by
any affiliate controlled by the Company.
(c) Effect of Termination of Employment Other than for Cause or
Good Reason. If the Executive's employment is terminated by
reason of the Executive's death or Disability during the Term
of this Agreement, this Agreement shall terminate
automatically on the date of death or, in the event of
Disability, on the Date of Termination. In the event of the
Executive's death during the Salary Continuation Period, the
severance payments and benefits listed in paragraph 4 of this
Agreement will be paid to the Executive's Beneficiary for the
remainder of the Salary Continuation Period. If the
Executive's employment is terminated by the Company other than
for Cause, death or Disability during the term of this
Agreement, or if the Executive terminates his employment by
the Company other than for death, Disability or Good Reason,
this Agreement shall terminate on the Date of Termination.
5. Mitigation of Damages. The Executive will not be required to mitigate damages
or the amount of any payment provided for under this Agreement by seeking other
employment or otherwise. Except as otherwise specifically provided in this
Agreement, the amount of any payment provided for under this Agreement will not
be reduced by any compensation earned by the Executive as the result of
self-employment or employment by another employer or otherwise.
6. Stock Options; Stock Appreciation Rights; Stock Bonus; Restricted Stock. The
foregoing benefits are intended to be in addition to the value of any options to
acquire common stock of the Company, the exercisability of which is accelerated
upon a Change in Control pursuant to the terms of the Amended and Restated FBL
Financial Group, Inc. 1996 Class A Common Stock Compensation Plan (the "Stock
Plan"), any Stock Appreciation Rights, the exercisability of which is
accelerated upon a Change in Control pursuant the Stock Plan, any Stock Bonus or
restricted stock, the vesting of which is accelerated upon a Change in Control
pursuant to the terms of any Stock Award Agreement, and any other incentive or
similar plan heretofore or hereafter adopted by the Company.
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7. Tax Effect.
(a) If Independent Tax Counsel determines that any payment or
distribution by the Company or its affiliates to or for the
benefit of the Executive (whether paid or payable or
distributed or distributable pursuant to the terms of this
Agreement or otherwise) (a "Payment") constitutes a "parachute
payment" as defined in Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code") (or any successor
provision thereto)("Parachute Payment") which would be subject
to the excise tax imposed by Section 4999 of the Code, or any
interest or penalties are incurred by the Executive with
respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Executive will be
entitled to receive an additional payment (a "Gross-Up
Payment") in an amount equal to the sum of the Excise Tax, any
and all federal, state and local income taxes and Medicare tax
on the Excise Tax, and the excise tax imposed by Section 4999
of the Code on the Excise Tax, together with any interest or
penalties incurred by the Executive with respect to such
income, Medicare and excise taxes.
(b) Subject to the provisions of paragraph 7(d) below, all
determinations required to be made under this paragraph 7,
including whether and when a Gross-Up Payment is required, the
amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determinations, will be made by
Independent Tax Counsel which shall provide detailed
supporting calculations both to the Company and the Executive
within 15 business days of the receipt of notice from the
Executive that there has been a Payment, or such earlier time
as is requested by the Company. For purposes of this
paragraph, "Independent Tax Counsel" will mean a lawyer, a
certified public accountant with a nationally recognized
accounting firm, or a compensation consultant with a
nationally recognized actuarial and benefits consulting firm
with expertise in the area of executive compensation tax law,
who will be selected by the Company and will be reasonably
acceptable to the Executive, and whose fees and disbursements
will be paid by the Company.
(c) Any Gross-Up Payment will be paid by the Company to the
Executive within five days of the Company's receipt of the
Independent Tax Counsel's determination. If Independent Tax
Counsel determines that no Excise Tax is payable by the
Executive, it will furnish the Executive with a written
opinion that the Executive has substantial authority not to
report any Excise Tax on the Executive's Federal income tax
return. If the Executive is subsequently required to make a
payment of any Excise Tax, then the Independent Tax Counsel
will determine the amount of such additional payment
("Gross-Up Underpayment"), and any such Gross-Up Underpayment
will be promptly paid by the Company to or for the benefit of
the Executive. The fees and disbursements of the Independent
Tax Counsel will be paid by the Company.
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(d) The Executive will notify the Company in writing within 15
days of any claim by the Internal Revenue Service that, if
successful, would require the payment by the Company of a
Gross-Up Payment. If the Company notifies the Executive in
writing that it desires to contest such claim and that it will
bear the costs and provide the indemnification as required by
this paragraph, the Executive will:
(i) give the Company any information reasonably requested
by the Company relating to such claim,
(ii) take such action in connection with contesting such
claim as the Company shall reasonably request in
writing from time to time, including, without
limitation, accepting legal representation with
respect to such claim by an attorney reasonably
selected by the Company,
(iii) cooperate with the Company in good faith in order to
effectively contest such claim, and
(iv) permit the Company to participate in any proceedings
relating to such claim; provided, however, that the
Company will bear and pay directly all costs and
expenses (including additional interest and
penalties) incurred in connection with such contest
and will indemnify and hold the Executive harmless,
on an after-tax basis, for any Excise Tax or income
tax, including interest and penalties with respect
thereto, imposed as a result of such representation
and payment of costs and expenses. The Company will
control all proceedings taken in connection with such
contest; provided, however, that if the Company
directs the Executive to pay such claim and sue for a
refund, the Company will advance the amount of such
payment to the Executive on an interest-free basis,
and will indemnify and hold the Executive harmless on
an after-tax basis, from any Excise Tax or income
tax, including interest or penalties with respect
thereto, imposed with respect to such advance or with
respect to any imputed income with respect to such
advance.
(e) If, after the receipt by the Executive of an amount advanced
by the Company pursuant to paragraph 7(d)(iv), the Executive
becomes entitled to receive any refund with respect to such
claim, the Executive will, within 10 days of receipt thereof,
pay to the Company the amount of such refund, together with
any interest paid or credited thereon after taxes applicable
thereto. If, after the receipt by the Executive of an amount
advanced by the Company pursuant to paragraph 7(d)(iv), a
determination is made that the Executive shall not be entitled
to any refund with respect to such claim and the Company does
not notify the Executive in writing of its intent to contest
such denial of refund prior to the expiration of 30 days after
such determination, then such advance will be forgiven and
will not be required to be repaid and the amount of such
advance will offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.
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8. Confidential Information; Non-solicitation. For the Term of this Agreement
and any Salary Continuation Period, the Executive covenants and agrees as
follows:
(a) to hold in a fiduciary capacity for the benefit of the Company
and its affiliates all secret, proprietary or confidential
material, knowledge, data or any other information relating to
the Company or any of its affiliated companies and their
respective businesses ("Confidential Information"), which has
been obtained by the Executive during the Executive's
employment by the Company or any of its affiliated companies
and that has not been, is not now and hereafter does not
become public knowledge (other than by acts by the Executive
or representatives of the Executive in violation of this
Agreement), and will not, without the prior written consent of
the Company or as may otherwise be required by law or legal
process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those
designated by it; the Executive further agrees to return to
the Company any and all records and documents (and all copies
thereof) and all other property belonging to the Company or
relating to the Company, its affiliates or their businesses,
upon termination of Executive's employment with the Company
and its affiliates; and,
(b) not to solicit or entice any other employee of the Company or
its affiliates to leave the Company or its affiliates to go to
work for any other business or organization which is in direct
or indirect competition with the Company or any of its
affiliates, nor request or advise a customer or client of the
Company or its affiliates to curtail or cancel such customer's
business relationship with the Company or its affiliates.
9. Rights and Remedies Upon Breach.
(a) The Executive hereby acknowledges and agrees that the
provisions contained in paragraph 8 of this Agreement (the
"Restrictive Covenants") are reasonable and valid in duration
and in all other respects. If any court determines that any of
the Restrictive Covenants, or any part thereof, is invalid or
unenforceable, the remainder of the Restrictive Covenants will
not thereby be affected and will be given full effect without
regard to the invalid portions.
(b) If the Executive breaches, or threatens to commit a breach of,
any of the Restrictive Covenants, the Company will have the
following rights and remedies, each of which rights and
remedies will be independent of the others and severally
enforceable, and each of which is in addition to, and not in
lieu of, any other rights and remedies available to the
Company under law or in equity:
(i) Specific Performance. The right and remedy to have
the Restrictive Covenants specifically enforced by
any court of competent jurisdiction, it being agreed
that any breach or threatened breach of the
Restrictive Covenants would cause irreparable injury
to the Company and that money damages would not
provide an adequate remedy to the Company.
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(ii) Accounting. The right and remedy to require the
Executive to account for and pay over to the Company
all compensation, profits, monies, accruals,
increments or other benefits derived or received by
the Executive as the result of any action
constituting a breach of the Restrictive Covenants.
(iii) Cessation of Severance Benefits. The right and remedy
to cease any further severance, benefit or other
compensation payments under this Agreement to the
Executive or the Executive's Beneficiary from and
after the commencement of such breach by the
Executive.
(c) The provisions of this subparagraph 9(c) shall apply to any
dispute relating to this Agreement and not governed by
subparagraph 9(b).
(i) Neither the Company nor the Executive may commence
any action in any court until the parties have either
participated in non-binding mediation under the
auspices of an independent mediator, or (if the
dispute involves a Notice of Termination or Contest
Notice) more than sixty (60) days have elapsed after
the date of any applicable Notice of Termination or
Contest Notice.
Either party may initiate mediation procedures by
sending the other party a list of three (3) mediators
selected from Blair's ADR List (www.adrlist.com),
from which list the receiving party shall designate
one person to serve as mediator. The mediation
process shall be subject to the customary agreements
and confidentiality utilized by members of Blair's
ADR List. The cost of mediation shall be borne by the
Company.
(ii) Upon expiration of the time periods prescribed in (i)
above, either party may commence action in either the
state or Federal courts of the State of Iowa, but not
elsewhere. In any such action, (A) each party hereby
waives a jury trial; and (B) each party waives any
rights to punitive or exemplary damages.
(iii) The Company agrees to reimburse the Executive for
one-half of the reasonable attorneys fees incurred
and paid by the Executive in connection with any
dispute relating to this Agreement, but only to the
extent such fees do not exceed the lesser of (A) a
reasonable hourly rate or (B) $225 per hour;
provided, however, that if the Executive prevails in
any action and is awarded an amount exceeding 125% of
the amount offered to the Employee by the Company
prior to the commencement of the action, the Company
shall reimburse the Executive for 100% of such fees.
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10. Notices. Any notice provided for in this Agreement will be given in writing
and will be delivered personally, telegraphed, telexed, sent by facsimile
transmission or sent by certified, registered or express mail, postage prepaid.
Any such notice will be deemed given when so delivered personally, telegraphed,
telexed or sent by facsimile transmission, or, if mailed, on the date of actual
receipt thereof. Notices will be properly addressed to the parties at their
respective addresses set forth below or to such other address as either party
may later specify by notice to the other in accordance with the provisions of
this paragraph:
If to the Company:
FBL Financial Group, Inc.
5400 University Avenue
West Des Moines, IA 50266
Attention: Chairman of the Board
If to the Executive:
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11. Entire Agreement. This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto, including, without
limitation, any and all prior employment or severance agreements and related
amendments entered into between the Company and the Executive. Furthermore, the
severance payments and benefits provided for under this Agreement are separate
and apart from and, to the extent they are actually paid, will be in lieu of any
payment under any policy of the Company or any of its affiliates regarding
severance payments generally.
12. Waivers and Amendments. This Agreement may be amended, superseded, canceled,
renewed or extended, and the terms and conditions hereof may be waived, only by
a written instrument signed by the parties hereto or, in the case of a waiver,
by the party waiving compliance. No delay on the part of any party in exercising
any right, power or privilege hereunder will operate as a waiver thereof, nor
will any waiver on the part of any party of any such right, power or privilege
hereunder, nor any single or partial exercise of any right, power or privilege
hereunder, preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder.
13. Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the state of Iowa (without giving effect to the
choice of law provisions thereof), where the employment of the Executive will be
deemed, in part, to be performed, and enforcement of this Agreement or any
action taken or held with respect to this Agreement will be taken in the courts
of appropriate jurisdiction in Iowa.
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14. Assignment. This Agreement, and any rights and obligations hereunder, may
not be assigned by the Executive and may be assigned by the Company only to any
successor in interest, whether by merger, consolidation, acquisition or the
like, or to purchasers of substantially all of the assets of the Company.
15. Binding Agreement. This Agreement will inure to the benefit of and be
binding upon the Company and its respective successors and assigns and the
Executive and his legal representatives.
16. Counterparts. This Agreement may be executed in separate counterparts, each
of which when so executed and delivered will be deemed an original, but all of
which together will constitute one and the same instrument.
17. Headings. The headings in this Agreement are for reference purposes only and
will not in any way affect the meaning or interpretation of this Agreement.
18. Authorization. The Company represents and warrants that the Board of
Directors of the Company has authorized the execution of this Agreement.
19. Validity. The invalidity or unenforceability of any provisions of this
Agreement will not affect the validity or enforceability of any other provisions
of this Agreement, which will remain in full force and effect.
20. Tax Withholding. The Company will have the right to deduct from all benefits
and/or payments made under this Agreement to the Executive any and all taxes
required by law to be paid or withheld with respect to such benefits or
payments.
21. No Contract of Employment. Nothing contained in this Agreement will be
construed as a contract of employment between the Company or any of its
affiliates and the Executive, as a right of the Executive to be continued in the
employment of the Company or any of its affiliates, or as a limitation of the
right of the Company or any of its affiliates to discharge the Executive with or
without cause.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
FBL FINANCIAL GROUP, INC. THE EXECUTIVE
By:
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Craig A. Lang [Name]
Chairman of the Board
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