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EXHIBIT 10.22
CHANGE OF CONTROL AGREEMENT
THIS CHANGE OF CONTROL AGREEMENT (the "Agreement"), is dated and effective as
of the _____ day of ________________, 199___, by and between United Companies
Financial Corporation, a Louisiana corporation (the "Company"), which has its
corporate headquarters at 4041 Essen Lane, Baton Rouge, Louisiana 70809 and
_____________________________________________ ____("Employee").
RECITALS
WHEREAS, Employee is a senior executive of the Company and has made and is
expected to continue to make major contributions to the profitability, growth
and financial strength of the Company; and
WHEREAS, the Company recognizes that, as is the case for most publicly held
companies, the possibility of a Change in Control (as herein defined) exists;
and
WHEREAS, the Company desires to assure itself of both present and future
continuity of management in the event of a Change in Control and desires to
establish certain minimum compensation rights of its key senior executive
officers, including Employee, applicable in the event of a Change in Control;
and
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WHEREAS, the Company wishes to ensure that its key senior executives are not
practically disabled from discharging their duties upon a Change in Control;
and
WHEREAS, this Agreement is not intended to alter the compensation and benefits
which Employee could reasonably expect to receive from the Company absent a
Change in Control and, accordingly, although effective and binding as of the
date hereof, this Agreement shall become operative only upon the occurrence of
a Change in Control; and
WHEREAS, Employee is willing to render services to the Company on the terms and
subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of these premises, and of the mutual covenants
and undertakings set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and Employee hereby agree as follows:
1. NOT AN EMPLOYMENT CONTRACT, ETC..
(a) This Agreement is not an employment contract. Nothing herein
shall ever be construed so as to require the Company to employ
Employee or retain Employee in its employ. Employee expressly
acknowledges that no provision of this Agreement shall ever be
interpreted so as to require or impose upon the Company any
obligation whatsoever to employ Employee.
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(b) This Agreement shall be effective and binding immediately upon
its execution, but, anything in this Agreement to the contrary
notwithstanding, this Agreement shall not be operative unless
and until there shall have occurred a "Change in Control" as
defined in Section 4. Upon the occurrence of a Change of
Control at any time during the period during which this
Agreement shall be in effect (the "Term"), this Agreement
shall become immediately operative.
(c) The Term of this Agreement shall commence as of the date
hereof and shall expire as of the later of (i) the close of
business on December 31, 1998, or (ii) the expiration of the
earliest of (x) the expiration of the twenty-four month period
following the first occurrence of a Change in Control or (y)
earlier termination as provided in Section 2 of this
Agreement; provided, however, that (A) commencing on January
1, 1996, and each January 1 thereafter, the term of this
Agreement shall automatically be extended for an additional
year unless, not later than September 30 of the immediately
preceding year, the Company or Employee shall have given
notice that it or he, as the case may be, does not wish to
have the Term extended and (B) subject to Section 1(d) hereof,
if, prior to a Change in Control, Employee ceases for any
reason to be an employee of the Company, thereupon the Term
shall be deemed to have expired and this Agreement shall
immediately terminate and be of no further effect.
(d) Nothing expressed or implied in this Agreement shall create
any right or duty on the part of the Company or Employee to
have Employee remain in the employment of the Company prior to
any Change in Control; provided, however,
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that any termination of employment of Employee or the removal
of Employee from his office or position in the Company
following the commencement of any discussion with a third
person that ultimately results in a Change in Control shall be
deemed to be a termination or removal of Employee after a
Change in Control for purposes of this Agreement.
(e) The Recitals set forth hereinabove are incorporated herein.
2. TERMINATION BY COMPANY FOLLOWING A CHANGE IN CONTROL.
If Employee is in the employ of the Company at the time there is a
Change in Control and if Employee's employment is terminated by the
Company without Cause (as herein defined) prior to the second
anniversary of the first occurrence of a Change in Control, subject to
Section 1(d), other than by reason of (i) the death of Employee, (ii)
the permanent disability of Employee (within the meaning of, and
pursuant to which he begins actually to receive disability benefits
under, the long-term disability plan in effect for senior executives
of the Company immediately prior to the Change in Control), or (iii)
the retirement of Employee after he attains age 65 (the occurrence of
any event as set forth in subsections (i), (ii) or (iii) above shall
constitute a termination of this Agreement only if such event occurs
(a) before the occurrence of a Change in Control or (b) after the
occurrence of a Change in Control but before a termination of
employment by the Company pursuant to Section 2 or a termination of
employment by the Employee pursuant to Section 3), then Employee shall
be entitled to the following
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payments and benefits in lieu of any further payments to Employee for
periods subsequent to the effective date of such termination:
(a) Payment of three times the amount of Employee's
annualized base salary at the rate in effect
immediately prior to such Change in Control (or such
higher rate in effect prior to such termination),
paid in the form of an un-discounted lump sum payment
within 10 business days after the effective date of
such termination; plus
(b) Payment of an amount equal to three times the amount
of Employee's highest annual bonus earned by Employee
(whether the bonus was payable in cash, restricted
stock or otherwise) during the three prior Company
fiscal years immediately ended prior to the Change in
Control (or such higher annual bonus for the fiscal
year ended immediately prior to the date of the
termination), paid in the form of an undiscounted
lump sum payment within ten (10) business days after
the effective date of such termination; plus
(c) Continuation of the life and medical insurance
coverage and the short-term and long-term disability
coverage provided to Employee by the Company
immediately before the effective date of such
termination, in each case at the level otherwise in
effect just prior to the effective date of
termination (or such higher level immediately prior
to the Change in Control), for two years from the
effective date of termination at the Company's
expense, or, if earlier, until Employee obtains
employment and comparable coverage
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elsewhere; and Employee's COBRA-benefit continuation
rights shall commence on the first day following the
date of termination of the extended coverage rights
provided hereunder. If the plans maintained by the
Company do not permit continuation of coverage as
contemplated hereby, the Company shall be obligated
to obtain comparable coverage elsewhere at no
increased cost to Employee; plus
(d) Any other rights and benefits provided to Employee
under employee benefit plans and programs of the
Company as in effect immediately prior to his
termination (or such greater rights and benefits
immediately prior to the Change in Control),
determined in accordance with the applicable terms
and provisions of such plans and programs; provided,
however, notwithstanding anything to the contrary
contained in this Agreement, in any agreement
evidencing a grant to Employee of restricted shares
or options to acquire stock in the Company, or in any
plan of the Company, immediately upon the occurrence
of a Change in Control, (i) any rightstheretofore
granted to the Employee to purchase stock in the
Company upon the exercise of an option, and any
corresponding appreciation rights, will become
exercisable in full, and in the event of the
termination of employment of Employee for any reason,
any option may be exercised within three (3) months
after such termination, or if longer, such period as
may be specified in the applicable agreement or plan,
(ii) any risks of forfeiture and prohibitions or
restrictions on transfer pertaining to any
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restricted shares theretofore granted to Employee
will lapse, and (iii) any risks of forfeiture
pertaining to any deferred compensation or
supplemental retirement arrangement theretofore
granted to the Executive will lapse; and provided,
further, that such deferred compensation shall be
payable as provided in the deferred compensation or
supplemental retirement benefits arrangement,
commencing on the date which would have been his
Normal Retirement Date or such earlier date as he
shall die or become disabled, and with an annual
benefit determined as if Employee had continued
employment with the Company until the Normal
Retirement Date; plus
(e) Certain Additional Payments by the Company:
(i) Anything in this Agreement to the contrary
notwithstanding, in the event that this
Agreement shall become operative and it shall
be determined (as hereafter provided) that
any payment or distribution by the Company or
any of its affiliates to or for the benefit
of the Employee, whether paid or payable or
distributed or distributable pursuant to the
terms of this Agreement or otherwise pursuant
to or by reason of any other agreement,
policy, plan, program or arrangement,
including without limitation any stock
option, stock appreciation right or similar
right, or the lapse or termination of any
restriction on or the vesting or
exercisability of any of the foregoing
(individually and collectively a "Payment"),
would be
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subject to the excise tax imposed by Section
4999 of the Code (or any successor provision
thereto) by reason of being considered
"contingent on a change in ownership or
control" of the Company, within the meaning
of Section 280G of the Code (or any successor
provision thereto) or to any similar tax
imposed by state or local law, or any
interest or penalties with respect to such
tax (such tax or taxes, together with any
such interest and penalties, being hereafter
collectively referred to as the "Excise
Tax"), then the Employee shall be entitled to
receive an additional payment or payments
(individually and collectively, a "Gross-Up
Payment") (provided, however, that no
Gross-Up Payment shall be made with respect
to the Excise Tax, if any, attributable to
(i) any incentive stock option, as defined by
Section 422 of the Code ("ISO") granted prior
to the execution of this Agreement, or (ii)
any stock appreciation or similar right,
whether or not limited, granted in tandem
with any ISO described in clause (i)). The
Gross-Up Payment shall be in an amount such
that, after payment by the Employee of all
taxes (including any interest or penalties
imposed with respect to such taxes),
including any Excise Tax imposed upon the
Gross-Up Payment, the Employee retains an
amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Payment.
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(ii) Subject to the provisions of Section
2(e)(vi), all determinations required to be
made under this Section 2(e), including
whether an Excise Tax is payable by the
Employee and the amount of such Excise Tax
and whether a Gross-Up Payment is required to
be paid by the Company to Employee and the
amount of such Gross-Up Payment, if any,
shall be made by a nationally recognized
accounting firm (the "Accounting Firm")
selected by Employee in his sole discretion.
Employee shall direct the Accounting Firm to
submit its determination and detailed
supporting calculations to both the Company
and Employee within thirty (30) calendar days
after the termination date of Employee's
employment, if applicable, and any such other
time or times as may be requested by the
Company or the Employee. If the Accounting
Firm determines that any Excise Tax is
payable by Employee, the Company shall pay
the required Gross-Up Payment
to Employee within five business days after
receipt of such determination and
calculations with respect to any Payment to
Employee. The federal tax returns filed by
Employee shall be prepared and filed on a
consistent basis with the determination of
the Accounting Firm with respect to the
Excise Tax payable by Employee. If the
Accounting Firm determines that any Excise
Tax is payable by Employer, the Company shall
pay the required Gross-Up
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Payment to Employer within five (5)
business days after receipt of such
determination and calculations with respect
to any Payment to the Employer. If the
Accounting Firm determines that no Excise
Tax is payable by Employee, it shall, at the
same time as it makes such determination,
furnish the Company and Employee an opinion
that Employee has substantial authority not
to report any Excise Tax on his federal,
state or local income or other tax return.
As a result of the uncertainty in the
application of Section 4999 of the Code (or
any successor provision thereto) at the time
of any determination by the Accounting Firm
hereunder, it is possible that Gross-Up
Payments which will not have been made by the
Company should have been made (an
"Underpayment"), consistent with the
calculations required to be made hereunder.
In the event that the Company exhausts or
fails to pursue its remedies pursuant to
Section 2(e)(vi) hereof and Employee
thereafter is required to make a payment of
any Excise Tax, Employee shall direct the
Accounting Firm to determine the amount of
the Underpayment that has occurred and to
submit its determination and
detailed supporting calculations to both the
Company and Employee as promptly as possible.
Any such Underpayment shall be promptly paid
by the Company to, or for the benefit of,
Employee within five business days after
receipt of such determination and
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calculations.
(iii) The Company and Employee shall each provide
the Accounting Firm access to and copies of
any books, records and documents in the
possession of the Company or Employee, as the
case may be, reasonably requested by the
Accounting Firm, and otherwise cooperate with
the Accounting Firm in connection with the
preparation and issuance of the
determinations and calculations contemplated
by this Section 2(e). Any determination by
the Accounting Firm as to the amount of the
Gross-Up Payment shall be binding upon the
Company and Employee.
(iv) The federal, state and local income or other
tax returns filed by Employee shall be
prepared and filed on a consistent basis with
the determination of the Accounting Firm with
respect to the Excise Tax payable by
Employee. Employee shall make proper payment
of the amount of any Excise Payment, and at
the request of the Company,provide to the
Company true and correct copies (with any
amendments) of his federal income tax return
as filed with the Internal Revenue Service
and corresponding state and local tax
returns, if relevant, as filed with the
applicable taxing authority, and such other
documents reasonably requested by the
Company, evidencing such payment. If prior
to the filing of Employee's federal income
tax return, or corresponding state or local
tax
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return, if relevant, the Accounting Firm
determines that the amount of the Gross-Up
Payment should be reduced, Employee shall
within five (5) business days pay to the
Company the amount of such reduction.
(v) The fees and expenses of the Accounting Firm
for its services in connection with the
determinations and calculations contemplated
by this Section 2(e) shall be borne by the
Company. If such fees and expenses are
initially paid by Employee, the Company shall
reimburse Employee the full amount of such
fees and expenses within five business days
after receipt from Employee of a statement
therefor and reasonable evidence of his
payment thereof.
(vi) Employee shall notify the Company in writing
of any claim by the Internal Revenue Service
that, if successful, would require the
payment by the Company of a Gross-Up Payment.
Such notification shall be given as promptly
as practicable but no later than ten (10)
business days after Employee actually
receives notice of such claim and Employee
shall further apprise the Company of the
nature of such claim and the date on which
such claim is requested to be paid (in each
case, to the extent known by Employee).
Employee shall not pay such claim prior to
the earlier of (i) the expiration of the
30-calendar-day period following the date on
which he gives such notice to the Company and
(ii) the
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date that any payment of amount with respect
to such claim is due. If the Company
notifies Employee in writing prior to the
expiration of such period that it desires to
contest such claim, Employee shall:
(A) provide the Company with any written
records or documents in his
possession relating to such claim
reasonably requested by the Company;
(B) 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 competent in
respect of the subject matter and
reasonably selected by the Company;
(C) cooperate with the Company in good
faith in order effectively to
contest such claim; and
(D) permit the Company to participate
in any proceedings relating to such
claim;
provided, however, that the Company shall
bear and pay directly all costs and expenses
(including without limitation interest and
penalties) incurred in connection with such
contest and shall indemnify and hold harmless
Employee, on an after-tax basis, for and
against any Excise Tax or income tax,
including without
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limitation interest and penalties with
respect thereto, imposed as a result of such
representation and payment of costs and
expenses. Without limiting the foregoing
provisions of this Section 2(e)(vi), the
Company shall control all proceedings taken
in connection with the contest of any claim
contemplated by this Section 2(e)(vi) and, at
its sole option, may pursue or forego any and
all administrative appeals, proceedings,
hearings and conferences with the taxing
authority in respect of such claim (provided,
however, that Employee may participate
therein at his own cost and expense) and may,
at its option, either direct Employee to pay
the tax claimed and sue for a refund or
contest the claim in any permissible manner,
and Employee agrees to prosecute such contest
to a determination before any administrative
tribunal, in a court of initial jurisdiction
and in one or more appellate courts, as the
Company shall determine; provided, however,
that if the Company directs Employee to pay
the tax claimed and sue for a refund, the
Company shall advance the amount of such
payment to Employee on an interest-free basis
and shall indemnify and hold Employee
harmless, on an after-tax basis, from any
Excise Tax or income tax, including without
limitation interest or penalties with respect
thereto, imposed with respect to such
advance; and provided further, however, that
any extension of the statute of limitations
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relating to payment of taxes for the taxable
year of Employee with respect to which the
contested amount is claimed to be due is
limited solely to such contested amount.
Furthermore, the Company's control of any
such contested claim shall be limited to
issues with respect to which a Gross-Up
Payment would be payable hereunder and
Employee shall be entitled to settle or
contest, as the case may be, any other issue
raised by the Internal Revenue Service or any
other taxing authority.
(vii) If, after the receipt by Employee of any
amount advanced by the Company pursuant to
Section 2(e)(vi) hereof, Employee receives
any refund with respect to such claim,
Employee shall (subject to the Company's
complying with the requirements of Section
2(e)(vi) hereof) promptly pay to the Company
the amount of such refund (together with any
interest paid or credited thereon after any
taxes applicable thereto). If, after the
receipt by Employee of any amount advanced by
the Company pursuant to Section 2(e)(vi)
hereof, a determination is made that Employee
shall not be entitled to any refund with
respect to such claim and the Company does
not notify the Employee in writing of its
intent to contest such denial or refund prior
to the expiration of thirty (30) calendar
days after such determination, then such
advance shall be forgiven and shall not be
required to be repaid and the amount of any
such
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advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be
paid by the Company to the Employee pursuant
to this Section 2(e).
(f) No Mitigation Obligation: The Company hereby
acknowledges that it will be difficult, and may be
impossible, for Employee to find reasonably
comparable employment following the date of
termination of his employment. Accordingly, the
parties hereto expressly agree that the payments and
benefits to be provided by the Company to Employee in
accordance with the terms of this Agreement will be
liquidated damages, and that Employee shall not be
required to mitigate the amount of any payment or
other benefit provided for in this Agreement by
seeking other employment or otherwise, nor shall any
profits, income, earnings or other benefits from any
source whatsoever create any mitigation, offset,
reduction or any other obligation on the part of
Employee hereunder or otherwise, except as expressly
provided in Section 2(c). Further, the Company shall
have no right of offset with respect to payments and
other benefits due by it hereunder.
3. TERMINATION BY EMPLOYEE FOR "GOOD REASON" FOLLOWING A CHANGE
IN CONTROL.
If Employee is in the employ of Company at the time of a
Change in Control, and in the event of termination of
Employee's employment by Employee for "Good Reason"(as defined
below) prior to the second anniversary of the first
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occurrence of a Change in Control, and subject to Section
1(d), Employee shall be entitled to the same payments and
other benefits that are provided under Section 2. For
purposes of this Section 3, Employee shall be entitled to
terminate his employment for "Good Reason" if:
(a) Without Employee's written consent, one or more of
the following events occurs:
(i) For reasons other than job promotion,
Employee is not appointed to or is otherwise
removed from his position, or a substantially
equivalent position, as the case may be, held
immediately prior to the Change in Control
for any reason other than for Cause or
Employee's disability;
(ii) The Company reduces Employee's base salary
and/or the dollar amount of Employee's target
annual bonus opportunity, in each case for
any reason other than for Cause or Employee's
disability;
(iii) Employee is required to relocate his office
more than 25 miles from its current location,
excluding business travel reasonably
consistent with the level of travel prior to
the Change in Control;
(iv) For any reason other than for Cause, Employee
suffers a significant reduction in the
authority, duties or responsibilities
associated with his senior executive
position;
(v) For any reason other than for Cause, the
Company asserts the
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intention to reduce or materially reduces
Employee's life insurance and other benefit
coverages provided below the levels
applicable immediately prior to such Change
of Control;
(vi) Any individual or entity acquiring the
Company through purchase of assets, or by
merger, or otherwise fails to expressly
assume the Company's obligations hereunder,
provided that such individual or entity has
had at least ten (10) business days' prior
written notice of the existence of this
Agreement and this provision;
(vii) The Company otherwise materially breaches
this Agreement; and/or
(viii) A determination is made by Employee in good
faith that as a result of a Change in Control
and a change in circumstances thereafter
significantly affecting his position,
including without limitation a change in the
scope of the business or other activities for
which he was responsible immediately prior to
a Change in Control, he has been rendered
substantially unable to carry out, has been
substantially hindered in the performance of,
or has suffered a substantial reduction in,
any of the authorities, powers, functions,
responsibilities or duties attached to the
position held by Employee immediately prior
to the Change in Control, which situation is
not remedied within 10 calendar days after
written notice to the Company from Employee
of such determination.
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(b) In the case of Sections 3(a)(ii), 3(a)(iv) and
3(a)(v), within 90 days following the date on which
the occurrence of such event becomes known to
Employee, Employee notifies the Company in writing of
the occurrence of such event and of his intent to
treat such event as "Good Reason" under this Section
3; within 30 days (or such shorter period provided in
Section 3(a)) following receipt of such written
notice, the Company does not cure such event and
deliver to Employee a written statement that it has
done so; and within 60 days following the expiration
of such 30-day (or shorter) period (without the
occurrence of a cure and written notice thereof),
Employee voluntarily terminates his employment with
the Company;
(c) In the case of Sections 3(a)(i), 3(a)(iii), 3(a)(vi),
3(a)(vii), or 3(viii), Employee voluntarily
terminates his employment with the Company; and
(d) Termination of Employee's employment with the Company
by reason of his (i) death, (ii) permanent disability
(within the meaning of, and pursuant to which he
begins actually to receive disability benefits under,
the long-term disability plan in effect for senior
executives of the Company immediately prior to the
Change in Control), or (iii) retirement after he
attains age 65 shall not be "Good Reason" for
purposes of this Section 3.
4. CHANGE OF CONTROL DEFINITION.
(a) For purposes of this Agreement, the term Change in
Control shall mean
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the happening of any of the following:
(i) When any "person" as defined in Section
3(a)(9) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and as
used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section
13(d) of the Exchange Act but excluding any
10% or larger shareholder of record of the
Company as of January 1, 1995, directly or
indirectly, becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange
Act, as amended from time to time), of
securities of the Company representing 20% or
more of the combined voting power of the
Company's then outstanding securities which
are entitled to vote with respect to the
election of the directors of the Company;
(ii) When, during any period of 24 consecutive
months, the individuals who, at the beginning
of such period, constitute the Board of
Directors of the Company (the "Incumbent
Directors") cease for any reason other than
death or disability to constitute at least a
majority thereof; provided, however, that a
director who was not a director at the
beginning of such 24-month period shall be
deemed to have satisfied such 24-month
requirement (and be an Incumbent Director) if
such director was elected by, or on the
recommendation of or with the approval of, at
least two-thirds of the directors who then
qualified as Incumbent Directors either
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actually (because they were directors at the
beginning of such 24-month period) or by
prior operation of this provision;
(iii) The acquisition of the Company or all or
substantially all of the Company's assets by
an entity other than the Company (or a 50% or
more owned subsidiary of the Company) through
purchase of assets, or by merger, or
otherwise, except in the case of a
transaction pursuant to which, immediately
after the transaction, the Company's
shareholders immediately prior to the
transaction own immediately after the
transaction at least a majority of the
combined voting power of the surviving
entity's then outstanding securities which
are entitled to vote with respect to the
election of the directors of such entity; or
(iv) The Company files a report or proxy statement
with the Securities and Exchange Commission
pursuant to the Exchange Act disclosing in
response to Form 8-K, Form 10-K or Schedule
14A (or any successor schedule, form or
report or item therein) that a change in
control of the Company has or may have
occurred or will or may occur in the future
pursuant to any then-existing contract or
transaction.
Notwithstanding the foregoing provisions of this Section 4, unless
otherwise determined in a specific case by majority vote of the Board
of Directors of the Company (the "Board"), a "Change in Control" shall
not be deemed to have occurred for purposes of
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this Agreement solely because (A) the Company, (B) an entity in which
the Company directly or indirectly beneficially owns 50% or more of
the voting securities, or (C) any Company-sponsored employee stock
ownership plan or any other employee benefit plan of the Company,
either files or becomes obligated to file a report or a proxy
statement under or in response to Schedule 13D, Schedule 14D-1, Form
8-K or Schedule 14A (or any successor schedule, form or report or item
therein) under the Exchange Act, disclosing beneficial ownership by it
of shares of voting stock, whether in excess of 20% or otherwise, or
because the Company reports that a change in control of the Company
has or may have occurred or will or may occur in the future by reason
of such beneficial ownership.
(b) Upon the occurrence of a Change in Control at any
time during the Term, this Agreement shall become
immediately operative.
5. CAUSE DEFINITION.
The term Cause as used herein shall mean intentional gross
dishonesty or intentional gross misconduct by Employee, either
of which is materially harmful to the business or reputation
of the Company or any of its subsidiaries as determined by the
Board in the reasonable, good faith exercise of its business
judgment and discretion. Notwithstanding the foregoing,
Employee shall not be deemed to have been terminated for Cause
hereunder unless and until there shall have been delivered to
Employee a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the Board
then in office at a
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meeting of the Board called and held for such purpose (after
reasonable notice to Employee and an opportunity for Employee,
together with his counsel, to be heard before the Board),
finding that, in the good faith opinion of the Board, Employee
had committed an act set forth in this Section 5 and
specifying the particulars thereof in detail. Nothing herein
shall limit the right of Employee or his beneficiaries to
contest the validity or propriety of any such determination.
6. TAX WITHHOLDING.
Anything in this Agreement to the contrary notwithstanding,
all payments required to be made by the Company hereunder to
Employee shall be subject to withholding of such amounts
relating to taxes as the Company may reasonably determine it
should withhold pursuant to any applicable law or regulation.
In lieu of withholding such amounts, in whole or in part, the
Company may, in its sole discretion, accept other provision
for payments of taxes, provided it is satisfied that all
requirements of law affecting its responsibilities to withhold
such taxes have been satisfied.
7. DISPUTES: ENFORCEMENT OF RIGHTS.
(a) Legal and Other Fees. All reasonable legal and other
fees and expenses incurred by Employee in connection
with any disputed claim regarding any right or
benefit provided for in this Agreement or in
otherwise pursuing any disputed claim relating to
this Agreement shall be paid by
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the Company, to the extent permitted by law, provided
that Employee is successful in whole or in part as to
such disputed claim as the result of litigation,
arbitration or settlement.
(b) Interest on Unpaid Amounts. In the event that the
Company refuses or otherwise fails to make a payment
when due and it is ultimately determined that
Employee is entitled to such payment, such payment
shall be increased to specify an interest equivalent
for the period of delay, compounded annually, equal
to the prime rate in effect as of the date the
payment was first due and as such rate may thereafter
change from time to time. For this purpose, the
prime rate shall be based on the rate identified by
Hibernia National Bank from time to time as its prime
rate as of the relevant date.
8. ASSIGNABILITY; BINDING NATURE.
This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors, heirs
and assigns.
No rights or obligations of Employee under this Agreement may
be assigned or transferred by Employee other than his rights
to benefits hereunder, which may be transferred only by will
or operation of law and subject to the limitations of this
Agreement.
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No rights or obligations of the Company under this Agreement
may be assigned or transferred by the Company, except pursuant
to a merger or consolidation in which the Company is not the
continuing entity, or the sale or liquidation of all or
substantially all of the assets of the Company, and in which
such assignee or transferee assumes the liabilities,
obligations and duties of the Company, as contained in this
Agreement, either contractually or as a matter of law.
9. ENTIRE AGREEMENT; AMENDMENT OR WAIVER.
This Agreement and any schedules attached hereto (which are
incorporated herein and which shall be treated as part
hereof), together with the benefits referred to herein,
contain the entire agreement between the parties hereto
concerning the subject matter hereof and supersede all prior
agreements, understandings, discussions, negotiations and
undertaking, whether written or oral, between the Company and
Employee with respect thereto.
No provision in this Agreement may be amended or waived unless such
amendment or waiver is agreed to in writing and signed by Employee and
a duly authorized officer of the Company. No waiver by either party
hereto of any breach by the other party or any condition or provision
of this Agreement to be performed by the other party shall be deemed a
waiver of a similar or dissimilar condition or provision at the same
or any prior or subsequent time.
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10. SEVERABILITY.
In the event that any provision or portion of this Agreement
shall be determined to be invalid or unenforceable, in whole
or in part, for any reason, the remaining provisions of this
Agreement shall be unaffected thereby and shall remain in full
force and effect to the fullest extent permitted by law.
11. GOVERNING LAW.
This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of
Louisiana, without reference to conflict of law principles.
12. NOTICES.
Any notice given to either party to this Agreement shall be in
writing and shall be deemed to have been given when delivered
personally or three business days after sent by certified or
registered mail, postage prepaid, return receipt requested, in
each case duly addressed to the party concerned at the address
indicated below or to such changed address as such party may
subsequently give notice of:
If to the Company or to the Board:
United Companies Financial Corporation
4041 Essen Lane
Baton Rouge, LA 70809
Attention: Secretary
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with a copy to the Chairman of the Compensation Committee of
the Board;
If to Employee:
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13. HEADINGS.
The headings of the sections contained in this Agreement are
for convenience only and shall not be deemed to control or
affect the meaning or construction of any provision of this
Agreement.
14. COUNTERPARTS.
This Agreement may be executed in one or more counterparts
(each of which need not be executed by each of the parties),
all of which together shall constitute one and the same
agreement.
WHEREOF, the undersigned have executed this Agreement as of the date first
written above.
United Companies Financial Corporation
By:
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Its:
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Employee
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Name:
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