Exhibit 10.13
August 20, 2001
Daniel M. Jensen
2384 Calypso Lane
League City, TX 77573
Dear Dan:
We are pleased to offer you employment as Executive Vice President and Chief
Marketing Officer with an initial monthly salary of $18,750 ($225,000 annually).
We would like you to begin as soon as reasonably possible. You will be eligible
to participate in the officers bonus program which consists of the three
elements outlined below. Opportunity for award payment from this program would
be in 2002, based on 2001 results prorated to reflect your partial year of
employment.
1. An annual bonus based on meeting specific corporate and divisional
---------------
measures. Your position provides for a target bonus opportunity of 50% of
your annual salary but could increase or decrease based on corporate and
divisional results (0 to 2 times target percentage). You are guaranteed
----------
$150,000 for 2001, payable in 2002.
2. Long term incentive bonus opportunity based on specific corporate measures
-------------------------
over a rolling four (4) year period of time. Your position provides for a
target bonus payment opportunity of 50% of your annual salary but could
increase or decrease based on corporate results (0 to 2 times target
percentage).
As part of the long term incentive bonus program, there are stock ownership
guideline requirements which must be met. The long term plan is a vehicle
to help you achieve the targeted stock ownership percentage. I have
attached a summary of the guidelines for your review.
3. Annual stock option grants based on corporate results and individual
-------------------
performance equivalent to 50% of your base salary.
In addition, under the HMEC Incentive Stock Plan (The Plan), 150,000 options of
HMEC stock will be granted to you, based on board approval, at the Board Meeting
following your hire date. The options vest in four equal portions; the first
37,500 shares on the grant date and the remaining three (3) pieces vest on the
first, second and third year anniversaries of the grant date. The option price
for all shares will be equal to the fair market value as of the date of board
approval.
-1-
Daniel M. Jensen
Page 2
August 20, 2001
A change of control severance agreement is included with this offer. A copy is
attached for your review. Full relocation benefits will also be provided. A copy
of those benefits is included. I've also enclosed an employment application for
your completion and return as soon as possible.
Dan, we're excited about the opportunity for you to be a part of the Horace Mann
team. I look forward to hearing from you next week.
Sincerely,
/s/ Val Chrisman
Valerie A. Chrisman
Sr. Vice President
Customer and Employee
Services Division
VC:jel
Enclosures
cc: Louis G. Lower
Mike Vignola
To confirm your acceptance of this offer, please sign this letter and return it
to me. The enclosed copy is for your records.
/s/ Dan M. Jensen 08/22/2001
- ---------------------------- ----------------------------------------
(Signature) (Date)
-2-
Stock Ownership Guidelines
Name: Dan Jensen
Tier Level: 2
Salary Multiple: 200%
. 33% of the LTIP bonus will be required to be deferred into the Deferred
Compensation Plan, each year until Tier level of ownership (as shown below)
is met or exceeded. After target ownership is met, further LTIP payments
would be made in cash.
. Compliance with guidelines would be measured each year end; if not at
designated level of ownership; then a % of LTIP bonus will be automatically
deferred into the DCP.
. An additional percentage over and above the required 33% could also be
deferred.
. Compliance with ownership guidelines would be waived only for the following
reasons:
written notice of retirement to occur within 12 months;
written notice of resignation to occur within 12 months; or
placement on permanent long term disability leave.
. Deferrals in to the DCP will not be distributed until the retirement,
termination, death, or permanent disability of the participant.
. Ownership level will include any current stock already owned.
. Ownership level would be adjusted with increase in scheduled salary and/or
tier adjustment.
. Ownership level would be adjusted with stock price fluctuations.
. Ownership level could be met by the exercise and holding of stock options
and the use of personal resources to purchase shares.
. Current units in the Deferred Compensation Plan will be considered in
meeting ownership levels.
. Ownership by immediate family members (spouse and children) will be
considered in meeting ownership levels.
. Participation in the 401k HMEC Stock Fund and unexercised stock options
will not be considered.
-3-