EXHIBIT 10.9
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, made and entered into as of the 30th day of
July, 1992, by and among UNUM CORPORATION, a corporation incorporated and
existing under the laws of the State of Delaware ("UNUM"), DUNCANSON & HOLT,
INC., a corporation incorporated and existing under the laws of the State of New
York ("Employer"), and Thomas G. Brown, an individual residing in the State of
New York ("Employee");
WITNESSETH:
WHEREAS, Employee has heretofore been a stockholder, director, officer
and employee of Employer; and
WHEREAS, pursuant to a Stock Purchase Agreement dated May 8, 1992 to
which UNUM and Employee, among others, are parties (the "Purchase Agreement"),
UNUM has purchased all of the issued and outstanding shares of all classes of
capital stock of Employer; and
WHEREAS, pursuant to the Purchase Agreement and as a condition to the
Closing thereunder, Employee is to be employed by Employer upon the terms and
conditions hereinafter set forth and, by virtue of such employment, Employee
will render services and make other contributions of a valuable and unique
nature to Employer; and
WHEREAS, Employee's prior position of responsibility with Employer has
given him, and his position with Employer hereafter will give him, access to and
familiarity with the confidential information, trade secrets and proprietary
business methods of Employer and UNUM including but not limited to one or more
of the following: operating techniques, marketing programs, administrative
organization, specific computer software technology, customer relationships and
relationships with Pool Participants of Employer, the Pools and UNUM (as those
terms are hereinafter defined); and
WHEREAS, Employer and UNUM would be irreparably injured, and the
goodwill of Employer and UNUM would be irreparably damaged, if Employee were to
disclose (otherwise than as permitted by this Employment Agreement) any of the
trade secrets, confidential information and proprietary business methods of
Employer and UNUM which Employee has acquired and will acquire in his position
of responsibility with Employer, or if Employee were to solicit Pool
Participants or customers of Employer or UNUM Pool Participants in competition
with the business of Employer or UNUM or if Employee were otherwise to impair
the goodwill of Employer or UNUM; and
WHEREAS, Employer desires to employ Employee and Employee desires to
accept employment with Employer under the terms and conditions hereinafter set
forth;
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NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the mutual receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. DUTIES OF EMPLOYEE. Employer hereby employs Employee as the
Chairman, President and Chief Executive Officer of Employer. Employee will
perform the duties of such offices and such other duties for Employer as
directed from time to time by the Board of Directors of Employer (the "Board"),
including, without limitation, participation in the evaluation of Employer's
services and in the planning and evaluation of future products and services and
market opportunities. The precise duties of Employee may be extended or
curtailed by the Board; provided, that: (a) such duties as changed shall be
commensurate with the position recited above in which Employee serves under this
Agreement and for senior vice presidents of UNUM Life Insurance Company of
America and (b) Employee shall have no obligation or duty to relocate his
place of employment outside the greater New York metropolitan area. UNUM agrees
to vote to elect Employee to serve on the Board during the term of this
Agreement.
2. PERFORMANCE OF DUTIES. Employee hereby accepts such employment
and agrees with Employer that: (a) he will undertake and perform the stated
duties in accordance with the supervision and direction of the Board and subject
to the performance standards mutually agreed upon by Employee and the Board at
the beginning of each year; (b) he will diligently and faithfully devote all
of his business time, attention, knowledge, experience and skills and his best
efforts to the performance of all such duties and to the business activities of
Employer and, if requested, UNUM, and (c) he will not engage in any other
occupation, employment or business activity, whether or not for gain, profit or
other pecuniary advantage, without the express written consent of the Board;
provided, however, that this provision shall not be construed to prevent
Employee from investing his assets in any enterprise in such form or manner as
does not violate any other provision of this Agreement and will not require the
rendering of any substantial services by Employee.
Employee agrees that this Employment Agreement supersedes all prior
employment agreements, arrangements or understandings with Employer, all of
which are hereby terminated, and Employee hereby releases any and all claims,
causes of actions, rights or privileges of any kind or nature whatsoever under
or arising out of all such agreements, arrangements or understandings. Employee
represents and warrants to Employer that he is free to accept employment with
Employer as contemplated herein and that he has no prior or other obligations or
commitments of any kind to anyone which would in any way conflict, hinder or
interfere with his acceptance of, or the full performance of, his obligations
hereunder.
Employee agrees to serve as a Director of Employer when elected.
3. COMPENSATION.
(a) BASE SALARY. In consideration of the covenants of
Employee hereunder, during the term of this Agreement, Employee shall be paid
Three Hundred Thousand Dollars ($300,000.00) per year, payable in equal
installments over
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twenty-six (26) regular pay periods ("Base Salary"). After March 31, 1994,
Employee's Base Salary may be increased (but not decreased) by the Board based
upon Employee's annual salary review in accordance with UNUM's general policies.
(b) EMPLOYEE BENEFITS. As additional compensation during the
term of this Agreement, Employee will receive the employee benefits which
Employer provides for its officers generally. In addition, Employee shall have
the use of a company car and driver reasonably satisfactory to Employee, and the
choice of travel and accommodation arrangements for business travel.
(c) BONUS COMPENSATION. In addition to the foregoing, Employee
shall be entitled to participate in the following in accordance with the
respective terms thereof: (i) Employer's Underwriting Management Incentive
Plan, (ii) Employer's Pool/Retrocession Participation Incentive Plan, and
(iii) a specially designed annual incentive plan (AIP) having the principal
features outlined on Schedule 1 attached hereto. Employee shall also receive
for the term hereof 2% of annual profit commissions earned by Employer in each
fiscal year (based on the audited annual financial statements for such year used
for purposes of awards made under the Underwriting Management Incentive Plan),
and shall be eligible for UNUM's senior management long-term incentive plans,
including the stock option and restricted stock plans at the next grant date.
(d) COMPENSATION FOR EMPLOYEE COVENANTS. As additional
consideration for Employee's covenants contained in Section 5 below, and in
addition to the compensation payable under Sections 3 (a), (b) and (c) above,
Employee shall be paid Two Hundred Thousand Dollars ($200,000.00) at the end of
each calendar quarter over the term of this Agreement.
(e) INCOME TAX WITHHOLDING AND REPORTING. All compensation
payable hereunder shall be subject to withholding for appropriate items,
including Federal, State and local income taxes, FICA, FUTA, voluntary
contribution and other payroll deductions. All salary, bonuses and other
compensation payable hereunder and deductible by Employer and all non-
competition payments made to Employee by Employer shall be reported as ordinary
income for Federal income tax purposes.
(f) JOINT AND SEVERAL LIABILITY. UNUM and Employer shall be
jointly and severally liable for amounts to be paid Employee under this
Agreement.
4. TERM OF AGREEMENT; TERMINATION. This Agreement shall continue in
full force and effect until the fifth anniversary of the date hereof unless
terminated earlier as follows:
(a) BREACH BY EMPLOYER; TERMINATION WITHOUT CAUSE. Employee
may, upon sixty (60) days prior written notice to Employer, terminate this
Agreement in the event Employer materially breaches or defaults under any of the
terms or conditions of this Agreement (and such breach or default, if reasonable
conducive to being cured, is not
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cured within thirty (30) days after receipt of notice of breach from Employee).
Employer may at any time terminate Employee without cause.
(b) EMPLOYEE'S REMEDIES. Upon termination of this Agreement by
Employee or Employer pursuant to Subsection 4(a): (i) Employee's obligations
under Section 1 and 2 shall cease; (ii) Employer's obligation to provide to
Employee the compensation set forth in Section 3(a) shall continue through the
fifth anniversary of the date hereof as if Employee continued as an employee
hereunder and no such termination occurred; (iii) Employer's obligation to
provide to Employee the compensation set forth in Section 3(c) shall cease;
(iv) Employer shall pay Employee $750,000 at the end of each year for the
remaining term of this Agreement, except that, in the year in which any such
termination occurs, such payment shall be reduced by any bonus compensation
already paid under Section 3(c) for that year; (v) Employee shall continue to
receive the employee benefits referred to in Section 3(b) to the extent
permitted under the terms and conditions of the applicable plans; and (iv)
Employer shall continue to pay Employee the payments set forth in Section 3(d),
and Employee shall continue to be bound by the covenants set forth in Section
5(c), through the fifth anniversary of the date hereof plus two years.
(c) BREACH BY EMPLOYEE; VOLUNTARY TERMINATION BY EMPLOYEE.
Employer or UNUM may, upon sixty (60) days prior written notice to Employee,
terminate this Agreement in whole or in part in the event Employee: (i)
knowingly and materially breaches or defaults under any of the material
representations, warranties, terms and conditions of the Purchase Agreement or
any Ancillary Agreement (as defined in the Purchase Agreement) to which Employee
is a party (and such breach or default, if reasonably conducive to being cured,
is not cured within thirty (30) days after receipt of notice of breach from
Employer); (ii) knowingly and materially breaches or defaults under any of the
representations, warranties, terms or conditions of this Agreement (and such
breach or default, if reasonably conductive to being cured, is not cured within
thirty (30) days after receipt of notice of breach from Employer) including,
without limitation, the material failure of Employee to perform the duties and
obligations under Section 1 of this Agreement in accordance with the performance
standards described in Section 2 hereof (determined after giving due
consideration to historical performance of Employee); (iii) violates the
reasonable directions of the Board (and such violation, if reasonably conducive
to being cured, is not cured within thirty (30) days after receipt of notice of
the violation from Employer); (iv) is convicted of a felony under Federal,
State or local laws; or (v) conducts himself in a manner which materially
harms or causes material injury to the reputation or goodwill of Employer or
UNUM or both. Employee may voluntarily terminate his employment under this
Agreement at any time.
(d) EMPLOYER'S REMEDIES. Upon termination of this Agreement by
Employer for Employee's breach pursuant to clauses (i) through (v) of Subsection
4(c), Employer's obligations to provide to Employee the compensation and other
benefits set forth in Section 3(a), (b), (c) and (d) shall cease immediately
upon such termination; provided, that: (i) Employer may continue to make the
payments set forth in Section 3(d)
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above at Employer's option for any period of time, and, in such event, Employee
shall remain obligated to perform the covenants under Section 5(c) for the
length of such period plus two years; and (ii) in the event Employer elects
not to continue such payments, Employee shall remain bound to perform the
covenants under Section 5(c) for a period of two years following termination.
In the event Employee voluntarily terminates his employment, the same conditions
as stated above shall apply; except that, in the event Employee voluntarily
terminates his employment prior to the second anniversary of this Agreement,
Employer's obligation to make payments under Section 3(d) shall immediately
cease and Employer may stop making such payments (in which event Employee shall
continue to remain obligated under Section 5(c) for two years) or Employer may
continue to make payments set forth in Section 3(d) above at Employer's option
for any period of time and, in such event Employee shall remain obligated under
Section 5(c) for the length of such period plus two years; and, in the event
Employee voluntarily terminates his employment on a date after the second
anniversary of this Agreement, Employee shall continue to receive payments under
Section 3(d) for the balance of the term of this Agreement, and shall continue
to be bound by his obligations under Section 5(c) through the fifth anniversary
of this Agreement plus two years.
(e) DEATH OF EMPLOYEE. This Agreement shall terminate
immediately upon the death of Employee. If this Agreement is terminated because
Employee dies, Employee's estate will continue to receive the compensation set
forth in Section 3(a) of this Agreement until the final day of the month in
which his death occurs, and Section 3(c) and 3(b) of this Agreement, to the
extent provided under the terms and conditions of the applicable plans.
(f) SURVIVAL OF OBLIGATIONS. It is expressly understood and
agreed that termination of this Agreement in whole or in part shall not deprive
the parties hereto of any rights nor release them of any obligations which under
the terms and provisions of this Agreement are to survive such termination,
including, by way of example and not limitation, the rights and obligations of
Employee set forth in Section 5 of this Agreement.
5. COVENANTS OF EMPLOYEE. In consideration of the covenants of
Employer set forth herein, particularly, the compensation terms as set forth in
Section 3, Employee hereby covenants, represents and warrants that:
(a) ACKNOWLEDGEMENT. He has read carefully all of the terms and
provisions of this Section 5, given careful consideration to the restrictions
imposed upon him hereby and agrees that the same are reasonable with respect to
the subject matter thereof and are necessary for the reasonable and proper
protection of the confidential information, legitimate business interests and
goodwill of Employer and UNUM. He acknowledges that Employer and UNUM have
agreed to enter into this Agreement, in part, in reliance on the
representations, agreements, and covenants of Employee to abide by and be bound
by such terms and provisions of Section 5 of this Agreement. All references to
UNUM or Employer, as the case may be, in this Agreement shall mean and
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include each direct and indirect subsidiary thereof (other than Employer and its
direct or indirect subsidiaries in the case of a reference to UNUM).
(b) DISCLOSURE OF CONFIDENTIAL INFORMATION.
(i) Employee acknowledges that the nature of the business
of Employer and UNUM is such that information, data, "know-how," plans, studies,
procedures and processes of the kinds described in this Section 5(b)
("Confidential Information") are sufficiently secret to derive economic value,
actual or potential, from not being generally known to other persons who can
obtain economic value from disclosure or use thereof, and are therefore of a
confidential and proprietary nature, and that each of the categories set forth
in Section 5(b) (ii) and 5(b) (iii), separately as well as collectively, contain
in whole or in part information considered by UNUM and Employer to be trade
secrets. Accordingly, Employee agrees that, subject to the exceptions set forth
below, he shall not for the period specified, directly or indirectly, reveal,
divulge, publish or otherwise make known to any other person, firm, association,
corporation, partnership or other legal entity (a "Third Party") and shall not
use or permit any Third Party within his control, authority or under his
supervision to use any Confidential Information, whether of a technical or
commercial nature: (A) unless specifically authorized to do so in writing by
the Board with respect to Employer or by duly authorized action of an executive
officer of UNUM with respect to UNUM, (B) unless the specific item of
Confidential Information becomes generally available to the public without
violation of this Agreement or any other confidentiality agreement among
Employee, Employer or UNUM or any other confidentiality agreement to which
Employee is a party, (C) unless such disclosure is compelled by law, in which
event Employee agrees to give UNUM immediate written notice of any disclosure to
be made pursuant to this Subsection (C), and Employee shall, at Employer's
expense, cooperate fully with Employer to obtain protective orders, confidential
treatment or other such protective action as may be available to preserve the
confidentiality of the information required to be disclosed, or (D) unless and
to the extent that disclosure of any such Confidential Information is (I)
necessary and appropriate in connection with the submission of bids by Employer
in the ordinary course of business or (II) required pursuant to Employer's
marketing efforts directed at specific clients or prospective clients, offers to
allow inspection of its systems or services to potential clients or licensees of
Employer or the provisions of services to existing clients in the ordinary
course of business.
(ii) Employee agrees that he shall be obligated under
Section 5(b) (i) for the term of this Agreement with Company plus three (3)
years with respect to any of the following types of information: pricing,
underwriting, actuarial analyses, claims criteria, operating procedures,
techniques, systems and methods employed by Employer or any Pool, general
information relating to past, present and prospective participants in the
reinsurance pools and reinsurers of such pools of the Employer and its
subsidiaries ("Pool Participants"), ceding insurance company clients of Employer
and its subsidiaries or, customers or treaty holders of Employer or UNUM,
general information concerning employees of Employer and UNUM, other commercial
"know-how" relating to the
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business of Employer and UNUM, record keeping techniques, current expansion
plans, general overviews of contemplated products or services and generally,
without limiting the foregoing, any information not available to the public
generally and pertaining to the business or financial operations of Employer and
UNUM, as now or hereafter conducted.
(iii) Employee agrees that the Board, with respect to
Employer, or duly authorized executive officer of UNUM, with respect to UNUM,
shall have the right, in the reasonable exercise of its or his discretion, to
designate information or data as Confidential Information.
(iv) Employee further agrees not to copy, reproduce,
record, make facsimiles, duplicate in any fashion, abstract, summarize, remove,
use, keep or otherwise improperly deal in or with any papers, records, reports,
books, manuals, electronic media or written or recorded information of any kind,
or any other property of any kind owned or used in Employer's or UNUM's
business, transferred to Employer or UNUM or hereafter owned or used by Employer
or UNUM, except as required in furtherance of the business of Employer or UNUM
or as may be expressly permitted in writing by the Board with respect to
Employer or by duly authorized action of an executive officer of UNUM with
respect to UNUM. Employee shall surrender all such materials to Employer or
UNUM immediately upon the request of Employer or UNUM.
(c) COVENANT NOT TO COMPETE. Employee agrees that, unless
otherwise authorized in writing by the Board with respect to Employer, or by
duly authorized action of an executive officer of UNUM with respect to UNUM, he
will not, during the term of this Agreement plus two (2) years from the date of
the termination thereof (regardless of the reason for such termination):
(i) engage, either directly or indirectly, as an officer,
director, employee, agent, consultant, shareholder, owner, partner or principal,
or in any other capacity, in a business venture (the "Venture") which competes
directly or indirectly with UNUM or Employer in the business described below in
Subsection 5(e) within the United States, Canada, the United Kingdom, Malaysia,
Japan, and any other country in which Employer or UNUM then conducts such
business or has made material preparations to conduct such business;
(ii) in any manner solicit, induce or attempt to induce, or
assist others to solicit, induce or attempt to induce, any Pool Participant,
customer, client, purchaser, supplier, employee, agent, representative or other
person associated with the Company at such time or, in the case of any Pool
Participant or customer, in the prior year, to terminate its, his or her
association with UNUM or Employer, or in any other manner, directly or
indirectly, interfere with any relationship between UNUM or Employer and any
such person; or
(iii) hire or attempt to hire, either directly or
indirectly, any individual employed by UNUM or Employer during their employment
or for a period of
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six (6) months (or, in the case of members of the Executive Committee of
Employer at the date hereof, one year) following said employee's cessation of
such employment.
(d) Nothing in this Section 5 shall prohibit Employee from being
a passive owner in the aggregate of not more than five per cent (5%) of the
outstanding stock of any class of a corporation which is publicly traded,
provided that Employee does not actively participate in any capacity or in any
manner in the business or affairs of such corporation.
(e) The business subject to this Section 5 shall be the business
of Employer as conducted by Employer during the term of this Agreement and any
business of UNUM of a substantially similar nature or related to the business of
the Employer and shall include, but not be limited to the following activities.
(i) The underwriting, offering, marketing and/or selling of
reinsurance products and services; and the management of reinsurance and
retrocession pools, including without limitation pools operating in the accident
and health, kidnap and ransom, contingency, London Market excess and other
accident and health reinsurance and retrocession business. For purpose of this
subsection, "accident and health reinsurance" includes but is not limited to the
following types of reinsurance: special risk, disability, medical and long term
care;
(ii) any activities for which Employer provides or has
provided services to UNUM; and
(iii) any activities with respect to which Employee
possesses Confidential Information obtained from UNUM.
This Section 5 shall apply with respect to the business as conducted
by Employer with any Pool Participant, any customer of UNUM, Employer, or any
Pool or any other entity or persons with which Employee has done business on
behalf of Employer or UNUM.
(f) INVENTIONS, DISCOVERIES, IDEAS.
Employee agrees to promptly disclose in writing to Employer
(and to no one else) all improvements, discoveries, ideas, developments,
designs, techniques, methods and inventions (hereinafter referred to as
"Inventions") made or conceived alone or in conjunction with others while in the
employment of Employer, if resulting from or related to such employment (whether
or not copyrightable or patentable, whether or not made or conceived at the
request of Employer during or out of usual hours of work or in or about the
premises of Employer or elsewhere, and whether made or conceived prior or
subsequent to the execution of this Agreement). Any and all such Inventions
shall be the sole and exclusive property of Employer and are hereby assigned to
Employer, its successors and assigns, including any and all copyright or patent
rights
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inherent therein. At the request of Employer and at Employer's cost, Employee
will assist Employer, or any person or persons from time to time designated by
Employer, in preparing and prosecuting applications for letters patent of the
United States and such foreign countries as Employer may select or for copyright
protection in Employer's name or to take such other action as is deemed
necessary to vest, perfect, or maintain in Employer all right, title and
interest in and to such Inventions, or to defend the same, in the United States
or in such other country or countries as may be designated by Employer. In
connection therewith, Employee agrees to execute such applications, statements
or other documents, furnish such information and data and take all such other
action (including, but not limited to, the giving of testimony) as Employer may
from time to time reasonably request at Employer's sole expense.
(g) REMEDIES FOR BREACH.
(i) Employee agrees and acknowledges that money damages may
not be an adequate remedy for his breach of any of the provisions of Subsection
(b), (c), or (f) of this Section 5; therefore, in the event of the breach by
Employee of any of the provisions of Subsection (b), (c) or (f) of this Section,
Employer or UNUM, or either of them, in addition and supplementary to other
rights and remedies existing in their favor, may apply to any court of competent
jurisdiction at law or equity, for specific performance or injunctive relief or
both or other equitable relief in order to enforce or prevent any violations of
the provisions hereof.
(ii) If, at the time of enforcement of this Agreement, a
court shall hold that the duration, scope or area restrictions stated herein are
unreasonable under circumstances then existing, the parties agree that the
maximum duration, scope or area reasonable under such circumstances shall be
substituted for the stated duration, scope or area. Whenever possible, each
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law.
6. NO LIMITATION OR WAIVER OF RIGHTS. Each right, power or
privilege of any party hereto specified or referred to in this Agreement is in
addition to, and not a limitation of, any other rights, powers and privileges
that such party may otherwise have or acquire by operation of law, by contract
or otherwise. No course of dealing on the part of, nor any omission or delay
by, such party with respect to the exercise of any right, power or privilege
shall operate as a waiver of any other right, power or privilege, and such party
may exercise each such right, power or privilege either independently or
concurrently with the others, as often and in such order as such party desires.
7. OTHER AGREEMENTS. The parties hereto understand and agree
that this Agreement is conditioned upon the Closing under the Purchase
Agreement, and that if the closing under the Purchase Agreement shall not occur,
none of the parties hereunder shall have any obligation to any other party
hereto and this Agreement shall have no force or effect.
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8. MODIFICATION. No term or provision hereof may be changed,
modified, terminated or discharged, in whole or in part, except by a writing
which is dated and signed by all parties hereto. No waiver of any of the
provisions or conditions of this Agreement or of any of the rights, powers or
privileges of a party hereto shall be effective or binding unless in writing and
signed by the party claimed to have given or consented to such waiver.
9. INVALIDITY OF TERMS. it is mutually understood and agreed
that, except for Sections 1 and 2 of this Agreement, all agreements and
covenants contained herein are severable and that, in the event or to the extent
any of them, with the exception of said Sections 1 and 2, shall be held to be
invalid in whole or in part by any competent court, this Agreement shall be
interpreted as if such invalid agreements or covenants, or portions thereof,
were not contained herein.
10. BINDING EFFECT OF PROVISIONS; ASSIGNMENT. The terms and
provisions of this Agreement shall be binding on and inure to the benefit of
Employee, his heirs at law, legatees, executors, administrators and other legal
representatives, transferees, successors and permitted assigns and shall be
binding on and inure to the benefit of Employer and UNUM, their respective
subsidiaries and affiliates, and their respective successors and assigns.
Employee may not assign, pledge or encumber in any way all or any part of his
interest under this Agreement without the prior written consent of Employer.
This Agreement shall not be assignable by Employer other than to UNUM or a UNUM
affiliate without Employee's prior written consent. If Employee gives such
consent, the assignee shall assume all Employer's obligations hereunder, but
such assignment shall not relieve UNUM of any of its obligations under Section
3(f).
11. APPLICABLE LAW. This Agreement shall be construed in all
respect in accordance with and shall be governed by the laws of the State of New
York (without giving effect to the principles of conflict of laws thereof).
12. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
13. CAPTIONS. The captions in this Agreement are for
convenience only and shall not be considered a part of, or effect the
construction or interpretation of any provision of, this Agreement.
14. SERVICE OF NOTICES. Any notice, instrument or communication
required or permitted under this Agreement shall be deemed to have been
effectively given and made if in writing and if served either by personal
delivery to the party for whom it is intended, or by being deposited, postage
prepaid, registered or certified mail, return receipt requested, in the United
States mail, addressed to the party for whom it is intended at the address shown
on this Agreement, or at such other address as may be hereafter from
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time to time submitted in writing by any party to the other party or parties in
accordance with Section 8 hereof.
If to Employee:
Thomas G. Brown
One Hillview Court
Peekskill, New York 10566
With a copy to:
Richards Spears Kibbe & Orbe
140 Broadway, 21st Floor
New York, New York 10005
Attn: William Q. Orbe, Esquire
If to Employer or to UNUM:
UNUM Corporation - Legal Division
2211 Congress Street
Portland, Maine 04122
Attn: Dale J. Denno, Esquire
With a copy to:
Bryan Cave
700 Thirteenth Street, N.W.
Suite 700
Washington, D.C. 20005
Attn: Thomas F. Dowd, Esquire
15. Notwithstanding any provision of this Agreement to the
contrary, Employee is authorized and permitted (and such shall not constitute a
violation of any provision of this Agreement) to be a director of the Preferred
Life Insurance Company of New York and of Trafalgar Underwriting of London, and
to be a director and officer of, and hold an ownership interest in, Rochdale
Insurance Company and its parent, and Legend Insurance Company and its parent,
and to conduct all business as heretofore conducted by such entities and such
business as contemplated by the Ancillary Agreements (including the
Participation Agreements); provided, that Employee shall not devote any business
time to the business and affairs of those entities.
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IN WITNESS WHEREOF, Employee has executed this Agreement and Employer
and UNUM have caused this Agreement to be executed by their respective duly
authorized representative as of the date and year first above written.
In the presence of: EMPLOYEE:
/s/ Kevin P. Walker /s/ Thomas G. Brown
- ----------------------------- -----------------------------------
Thomas G. Brown
Duncanson & Holt, Inc.
/s/ Thomas G. Brown By: /s/ Kevin P. Walker
- ----------------------------- -----------------------------------
Kevin P. Walker
Chief Financial Officer,
Treasurer and Secretary
UNUM CORPORATION
/s/ Joan Sarles Lee By: /s/ W. Francis Brennan
- ----------------------------- -----------------------------------
W. Francis Brennan
Executive Vice President
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SCHEDULE 1
TO
EMPLOYMENT AGREEMENT
Employee shall be eligible to participate in UNUM's Annual Incentive
Plan (AIP) program according to the terms thereof, subject to the following
specific terms and modifications:
1. Awards to Employee under the AIP will depend on the achievement
by UNUM Corporation of specified, targeted financial results as
measured by Net Earnings Per Share, and on the criteria set forth
in Paragraph 4 below. The term "Net Earnings Per Share" is
defined, for any fiscal year of UNUM, as the income of UNUM
Corporation for such fiscal year (as shown on UNUM's audited
financial statements at the end of such fiscal year), after
taking into account realized capital gains and losses, divided by
the average number of issued and outstanding shares of UNUM
Corporation as of the end of such fiscal year.
2. The financial targets, for purposes of determining awards to
Employee under AIP, will be set annually by the UNUM Board, and
will include:
(a) a "Minimum Threshold" for Net Earnings Per Share, below
which no award will be made to Employee under the AIP;
(b) a "Target threshold" for Net Earnings Per Share, the
achievement of which will permit the Board to award Employee
20% of Employee's actual base salary earnings for the plan
year under the AIP;
(c) a "Maximum Threshold" for Net Earnings Per Share, the
achievement of which will permit the Board to award Employee
up to 40% of Employee's actual base salary earnings for the
plan year under the AIP.
For 1992, these financial targets are as follows:
Threshold Net Earnings Per Share
--------- ----------------------
Minimum $3.00
Target $3.32
Maximum $3.70
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3. The amount awarded in any year may range from 0 to 40% of
Employee's actual base salary earnings, depending on the above
criteria and those set forth in Paragraph 4 below. Employee's
maximum award under the AIP in any year shall be 40% of actual
base salary earnings.
4. The amount of any award to Employee under the AIP shall be
determined by, in addition to the achievement of the financial
targets set forth above, a qualitative assessment of the
performance of both UNUM and Employee over the relevant fiscal
year. For 1992, this assessment will include consideration of
Employee's support of vision and values, affirmative action
efforts, corporate marketing strategy, teamwork and
collaboration.
5. All awards under the AIP are subject to UNUM Board approval.
6. Employee must be actively working for Employer at the time any
award is made under the AIP.
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