Exhibit 10.23
EMPLOYMENT AGREEMENT
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AGREEMENT made as of December 31, 1993, by and between The
Travelers Insurance Group Inc., a Connecticut corporation (the
"Company") and RICHARD H. BOOTH (the "Executive").
The Company desires to employ the Executive, and the Executive is
willing to serve the Company, on the terms and conditions herein
provided. In order to effect the foregoing, the parties hereto
wish to enter into an employment agreement on the terms and
conditions set forth below. Accordingly, in consideration of the
premises and the respective covenants and agreements of the
parties herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Employment. The Company hereby agrees to employ the
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Executive, and the Executive hereby agrees to serve the
Company, on the terms and conditions set forth herein.
2. Term. The employment of the Executive by the Company
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as provided in Section 1 shall commence on the effective
date of the proposed merger between Primerica Corporation and
The Travelers Corporation (the parent company of the
Company) ("Travelers"), presently expected to be on or
about December 31, 1993 (the "Commencement Date"). The
term of this Agreement shall expire on the third
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anniversary of the Commencement Date unless prior to
such date this Agreement shall be extended by written
agreement of the parties.
3. Positions and Duties; Location. The Executive shall
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have the title of President of the Company and shall
serve as a senior executive of the Company and a member
of the Office of the Chief Executive Officer of the
Company (so long as such an office shall be so
designated) with such responsibilities, duties and
authorities consistent with his status as a senior
executive of the Company as may from time to time be
assigned to the Executive by the Chief Executive
Officer of the Company. During the term of this
Agreement, the Executive shall devote substantially all
his time and best efforts during normal business hours
to the business and affairs of the Company except for
vacations, illness or incapacity, but nothing in this
Agreement shall preclude the Executive from devoting
reasonable periods required for (i) serving as a
director or member of a committee of any not-for-profit
organization or, with the prior approval of the Chief
Executive Officer of the Company, any for-profit
organization, in each case involving no conflict of
interest with the Company, (ii) delivering lectures and
fulfilling speaking engagements, and (iii) engaging in
charitable and community activities, provided that any
of such activities do not materially interfere with the
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performance of his duties hereunder.
4. Compensation and Related Matters.
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(a) Salary and Bonus. During the period of
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the Executive's employment hereunder, the
Company shall continue to pay to the
Executive a base salary at the rate in effect
on the date hereof, such salary to be paid in
accordance with the Company's normal payment
schedule. The Executive will participate in
the Company's discretionary annual bonus
program and shall be eligible for
discretionary review of base salary in
accordance with Company practice, in each
case as may be in effect from time to time.
Effective beginning with compensation payable
with respect to 1994, the Executive shall
also participate in the Primerica Corporation
Capital Accumulation Plan, as in effect from
time to time.
During any period that the Executive fails to
perform his duties hereunder as a result of
incapacity due to physical or mental illness
("disability period"), the Executive shall
continue to receive his full base salary
until his employment is terminated pursuant
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to Section 5(b) hereof, provided that
payments so made to the Executive during such
period shall be reduced by the sum of the
amounts, if any, paid to the Executive under
disability benefit plans of the Company or
under the Social Security disability
insurance program.
(b) Expenses. During the term of the
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Executive's employment hereunder, the
Executive shall be entitled to receive prompt
reimbursement for all reasonable and
customary expenses incurred by the Executive
in performing services hereunder, including
all expenses of travel and living expenses
while away from home on business or at the
request of and in the service of the Company,
provided that such expenses are incurred and
accounted for in accordance with the policies
and procedures established by the Company.
(c) Other Benefits. The Executive shall be
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entitled to participate in all of the
employee benefit plans and arrangements
generally available to senior executives of
the Company.
(d) Stock Options; Restricted Stock. The
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Executive has previously received awards of
stock options and/or restricted stock. Such
prior awards shall be governed by the
provisions of the plans under which such
awards were granted, including the provisions
of the offer made or to be made by Primerica
Corporation to holders of Company stock
options providing, in general, for the
conversion of existing stock options of The
Travelers Corporation into Primerica
Corporation stock options, as described in
the prospectus supplement covering such offer
and delivered separately (the "Roll-Over
Offer"). The Executive hereby elects to
participate fully in the Roll-Over Offer.
Treatment of unvested stock options in the
event of an involuntary termination of
employment shall be treated as set forth in
the Roll-Over Offer. If the Executive should
terminate his employment for "Cause" under
Section 5 (e), such termination shall be
treated as a termination without "Cause"
under the Roll-Over Offer.
5. Termination. The Executive's employment hereunder may
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be terminated under the following circumstances:
(a) Death. The Executive's employment
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hereunder shall terminate upon his death.
(b) Disability. If, as a result of the
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Executive's incapacity due to physical or
mental illness, the Executive shall have been
absent from his duties hereunder on a full-
time basis for the entire period of six (6)
consecutive months, the Company may terminate
the Executive's employment hereunder on
thirty (30) days' written notice of
termination (which may be given before or
after the end of such six (6) month period),
unless the Executive shall have returned to
the performance of his duties hereunder on a
full-time basis before the later of the
thirtieth (30th) day after such notice is
given or the last day of such six (6) month
period.
(c) Cause. The Company may terminate the
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Executive's employment hereunder for Cause.
For purposes of this Agreement, the Company
shall have "Cause" to terminate the
Executive's employment hereunder (i) upon the
Executive's willful refusal to perform his
duties; (ii) if the Executive has entered
into unlawful acts to enrich the Executive at
the Company's expense or has materially
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violated his duties to the Company, in either
case with resulting material injury to the
Company; or (iii) upon the Executive's gross
misconduct that is demonstrably detrimental
to the Company, provided, that a termination
under clause (i) by reason of the Executive's
willful refusal to perform his duties shall
only be effective upon the Company's written
notice of termination to the Executive and
the failure of the Executive to remedy such
refusal promptly.
(d) Without Cause. The Company may
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terminate the Executive's employment
hereunder without Cause provided that any
such termination shall be subject to the
express provisions of Section 6(c) hereof.
(e) By The Executive. The Executive may
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resign from employment hereunder but subject
to the express provisions of Section 7
hereof. The Executive may terminate this
Agreement for "Cause". For purposes of this
Agreement, the Executive shall have "Cause"
to terminate this Agreement upon a material
breach of this Agreement by the Company,
(including without limitation a reduction in
his base salary without his consent). Such
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termination for "Cause" shall only be
effective upon the Executive's written notice
of termination to the Company and the failure
of the Company to remedy such breach
promptly.
(f) Any termination of the Executive's
employment by the Company or by the Executive
(other than termination pursuant to
subsection (a) hereof) shall be communicated
by written Notice of Termination to the other
party hereto in accordance with Section 8.
For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall
indicate the specific termination provision
in this Agreement relied upon and, except in
the case of a voluntary resignation, shall
set 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.
(g) "Date of Termination" shall mean (i) if
the Executive's employment is terminated by
his death, the date of his death, (ii) if the
Executive's employment is terminated for
disability pursuant to subsection (b) above,
the later of the thirtieth (30th) day after
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Notice of Termination or the last day of the
6-month period referred to in subsection (b)
(provided that the Executive shall not have
returned to the performance of his duties on
a full-time basis before such later day),
(iii) if the Executive's employment is
terminated pursuant to subsection (c) above,
the later of the date such termination
becomes effective under subsection (c) and
the date specified in the Notice of
Termination, (iv) if the Executive's
employment is terminated pursuant to
subsection (e) above, the later of the date
such termination becomes effective under
subsection (e) and the date specified in the
Notice of Termination, and (v) if the
Executive's employment is terminated for any
other reason, the date on which a Notice of
Termination is given. Termination of
employment shall be effective on the
respective Date of Termination.
6. Compensation Upon Termination.
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(a) If the Executive's employment is
terminated by his death or on account of his
disability, the Company shall pay the full
base salary due to the Executive under
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Section 4 through the Date of Termination
together with a discretionary pro rata bonus
for the year in which such Date of
Termination occurs to the Executive or his
estate or as may be directed by his legal
representative or the legal representative of
such estate.
(b) (i) If the Executive's employment is
terminated by the Company for Cause or if,
during the period after the first anniversary
of the Commencement Date, the Executive shall
resign from his employment, the Company shall
pay the Executive his full base salary
through the Date of Termination at the rate
in effect at the time Notice of Termination
is given (to the extent not already paid) and
the Company shall have no further obligations
to the Executive under this Agreement. (ii)
If the Executive shall resign from his
employment prior to the first anniversary of
the Commencement Date, the Company shall
continue to pay to the Executive his then
current base salary, as and when otherwise
due and subject to appropriate tax
withholding, and shall continue to permit the
Executive to participate in Company employee
medical plans on terms and conditions and at
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costs generally available from time to time
to Company employees, in each case for one
year following the Date of Termination.
(c) If the Company shall terminate the
Executive's employment without Cause or if
the Executive terminates this Agreement for
"Cause", the Company shall pay or provide to
the Executive the following amounts or
benefits:
(i) if such termination is
effective on or before December 31,
1994, his then current base salary
through the remaining term of this
Agreement, as and when otherwise
due and subject to appropriate tax
withholding, together with his
bonus for 1994 (such bonus to be
equal to his bonus for 1993,
subject to appropriate tax
withholding, and payable at the
time such bonuses are otherwise
generally paid to senior executives
of the Company for the year 1994);
or
(ii) if such termination is
effective after December 31,
1994, his then current
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base salary, as and when otherwise
due and subject to appropriate tax
withholding, through the remaining
term of this Agreement; and
(iii) reasonably appropriate
executive outplacement services;
(iv) reimbursement of up to $7500
of tax and other financial planning
services expenses for the year in
which such Date of Termination
occurs; and
(v) continued participation in
Company employee medical plans on
terms and conditions and at costs
generally available from time to
time to Company employees for one
year following the Date of
Termination.
(d) The provisions of Section XI of The Travelers
Severance Plan for Officers (entitled "Certain
Additional Payments By the Company") shall apply with
respect to all payments, benefits, awards and
distributions by the Company, Primerica, Travelers
and/or any of their respective affiliates to or for the
benefit of the Executive, whether pursuant to this
Agreement or otherwise.
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(e) The provisions of this Section 6 are the
exclusive rights of the Executive regarding
severance or termination and the Executive
agrees that such provisions shall be in full
satisfaction of any claims the Executive may
have as a result of such termination of
employment.
7. Confidentiality. During the term of this Agreement and
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thereafter, the Executive will not except (i) pursuant
to and in the ordinary course of his employment by the
Company or, (ii) with the written consent of the
Company, make use of or divulge to any person, firm or
corporation, any confidential business information of
the Company, its affiliates or customers which the
Company has previously considered to be significant.
The provisions of this Section 7 shall survive the
termination, for any reason, of this Agreement. In the
event the Executive's employment hereunder is
terminated for any reason, whether by the Company or
the Executive, the Executive shall not for a period of
one year following the Date of Termination, without the
Company's prior written consent, personally solicit or
induce any employee or agent of the Company or any of
its affiliates to terminate or reduce such
relationship.
8. Notice. For the purpose of this Agreement, notices,
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demands and all other communications provided for in
this Agreement shall be in writing and shall be deemed
to have been duly given when personally delivered as
follows delivered to or when mailed by United States
certified or registered mail, return receipt requested,
postage prepaid, addressed as follows:
If to the Executive:
Richard H. Booth
The Travelers Insurance Group Inc.
One Tower Square
Hartford, CT 06183
If to the Company:
The Travelers Insurance Group Inc.
One Tower Square
Hartford, CT 06183
Attention: Chief Executive Officer
or to such other address as either party may have
furnished to the other in writing in accordance
herewith, except that notices of change of address
shall be effective only upon receipt.
9. Miscellaneous. No provision of this Agreement may be
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modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and
signed by the Executive and a duly authorized officer
of the Company. No waiver by either party hereto at
any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this
Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent
time. This Agreement shall be binding on the
successors and assigns of the Company. The validity,
interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of
Delaware without regard to its conflicts of law
principles.
10. Validity. The invalidity or unenforceability of any
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provision or provisions of this Agreement shall not
affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full
force and effect.
11. Counterparts. This Agreement may be executed in one or
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more counterparts, each of which shall be deemed to be
an original but all of which together will constitute
one and the same instrument.
12. Entire Agreement. This Agreement sets forth the entire
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agreement of the parties hereto in respect of the
subject matter contained herein and supersedes all
prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether
oral or written, by any officer, employee or
representative of either party hereto.
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IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the date and year first above written.
The Travelers Insurance Group Inc.
By: /s/ Robert I. Lipp
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Name: Robert I. Lipp
Title: Chief Executive Officer
EXECUTIVE
/s/ Richard H. Booth
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Richard H. Booth
Primerica Corporation hereby consents to The Travelers Insurance
Group Inc. entering into the foregoing employment agreement.
Primerica Corporation
By: /s/ Charles O. Prince, III
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Name: Charles O. Prince, III
Title: Senior Vice President
and General Counsel
Date:
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