Exhibit 10.6
AMENDMENT NUMBER
ONE
TO THE ASSURANT
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
THIS AMENDMENT
to the Assurant Supplemental
Executive Retirement Plan, as amended and restated effective as of
January 1, 2008 (the “Plan”), is adopted by
Assurant, Inc. (the “Company”), effective as of the
dates set forth herein.
W I T N E S S E T
H:
WHEREAS , the Company currently maintains the Plan;
and
WHEREAS , the Company previously reserved the right to
amend the Plan through action of the Benefit Plans Committee (the
“Committee”);
NOW, THEREFORE
, the Committee amends the Plan as
follows:
1.
Effective as of January 1,
2009, the first paragraph in the definition of “Adverse
Change of Circumstance” in Article 2 of the Plan is hereby
revised to read as follows:
Adverse Change of
Circumstance. If a Change
in Control occurs with respect to Assurant under subparagraphs
(ii), (iii), (iv) or (v) of Section 9.01, then a
Participant shall be deemed to have had an Adverse Change of
Circumstance if (i) he was employed by Assurant or any
Division immediately prior to a Change in Control; and
(ii) after such Change in Control of Assurant as described in
Section 9.01, (x) the Participant’s employment with
Assurant and all of its subsidiaries is terminated by Assurant
without Cause; or (y) the Participant terminates employment
voluntarily with Assurant and all of its subsidiaries for Good
Reason.
2.
Effective as of January 1,
2009, a new definition of “Affiliated Company” is
hereby added to Article 2 of the Plan to read as
follows:
Affiliated Company
shall mean any company controlled
by, controlling or under common control with the
Company.
3.
Effective January 1, 2009, the
definition of “Assurant Executive Pension Plan” under
Article 2 of the Plan is hereby revised to read as
follows:
Assurant Executive Pension
Plan shall mean the
Assurant Executive Pension Plan, a nonqualified, unfunded, deferred
compensation plan, as it may be amended from time to time, or its
successor.
4.
Effective January 1, 2009, the
definitions of “Business Combination”, Fortis
(B) and Fortis (NL) are hereby deleted from Article 2 of the
Plan.
5.
Effective January 1, 2009, the
definition of “Good Reason” under Article 2 of the Plan
is hereby revised to read as follows:
Good Reason
means actions taken by the Company
resulting in a material negative change in the employment
relationship and includes any of the following
circumstances:
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(i)
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the assignment
to the Participant of duties materially inconsistent with such
Participant’s position (including status, offices, titles and
reporting requirements), authority, duties or responsibilities, or
a material diminution in such position, authority, duties or
responsibilities or a material diminution in the budget over which
the Participant retains authority;
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(ii)
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a material
diminution in the authorities, duties or responsibilities of the
person to whom the Participant is required to report, including a
requirement that the Participant report to an officer or employee
instead of reporting directly to the Board;
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(iii)
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a material
reduction in the Participant’s annual base salary, short-term
cash bonus target amount or long-term incentive plan target amount
or a material reduction in the Participant’s aggregate
Company-provided benefits (provided that for this purpose a
reduction of 10% or greater shall be deemed to be material) or any
failure by the Company to pay any such amounts to the Participant
as earned by the Participant;
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(iv)
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the Company’s requiring the
Participant to be based at any office or location resulting in a
material increase in the Participant’s commute to and from
the Participant’s primary residence (for this purpose an
increase
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in the Participant’s
commute by 30 miles or more shall be deemed material) or
(ii) to be based at a location other than the principal
executive offices of the Company if the Participant was employed at
such location immediately preceding the Change in
Control;
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Notwithstanding the foregoing,
“Good Reason” shall not exist until after the
Participant provides written notice to the Company of the existence
of one or more of the conditions described in clauses
(i) through (iv) within 90 days following the
Participant’s knowledge of the initial existence of such
condition or conditions, specifying in reasonable detail the
conditions constituting Good Reason, and the Company shall have 30
days following receipt of such written notice (the “Cure
Period”) during which it may remedy the condition. In the
event that the Company fails to remedy the condition constituting
Good Reason during the applicable Cure Period, the
Participant’s Separation from Service Date must occur, if at
all, within two years following such Cure Period in order for such
termination as a result of such condition to constitute a
termination for Good Reason. The Participant’s mental or
physical incapacity following the occurrence of an event described
above in clauses (i) through (iv) shall not affect the
Participant’s ability to terminate employment for Good Reason
and the Participant’s death following delivery of the Notice
of Termination shall not affect the Beneficiary’s entitlement
to the benefits provided hereunder upon a separation from service
for Good Reason.
Also notwithstanding the foregoing,
“Good Reason” shall not exist if the Participant is
offered employment with the Company or an Affiliated Company
thereof in a position other than with the Division, or if the
Participant is offered employment with the third-party that
acquires the Division or any of such third-party’s
affiliates, and in either case such offer of employment includes a
position, compensation and employment location that are consistent
with the requirements of clauses (i), (ii) (iii) and
(iv) set out at the beginning of this definition of Good
Reason.
6.
Effective as of January 1,
2009, Section 4.01(i) of the Plan is hereby revised to read as
follows:
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(i)
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Target Benefit
is fifty percent (50%) of the
Participant’s Annual Target Earnings as of his Separation
from Service Date, multiplied by a fraction (not to exceed one),
the
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