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EXHIBIT
10.14
AMENDMENT NO. 1
TO
CHANGE IN CONTROL
SEVERANCE AGREEMENT
THIS AMENDMENT NO. 1 TO
CHANGE IN CONTROL SEVERANCE AGREEMENT (this “
Amendment ”) is effective January 1, 2006, by and
between Assurant, Inc. (the “ Company ”) and
Michael Peninger (the “ Executive ”).
WHEREAS, the Company and
Executive entered into that certain Change in Control Severance
Agreement dated as of January 1, 2005 (the “
Agreement ”); and
WHEREAS, by its terms the
Agreement expires on December 31, 2005; and
WHEREAS, the Board of
Directors of the Company has authorized the extension of the
Agreement through December 31, 2006, subject to certain
amendments being agreed to by the parties; and
WHEREAS, the Company and
Executive now desire to extend and amend the Agreement as set forth
in this Amendment;
NOW, THEREFORE, in
consideration of the mutual promises made herein and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound,
hereby agree as follows:
1. Agreement Term
. The definition of “Agreement Term” in
Section 1(a) of the Agreement is hereby amended by changing
the date in the first sentence from “December 31, 2005”
to “December 31, 2006.”
2. Compliance With
Section 409A .
(a) Section 4 of the
Agreement is hereby amended by adding the following new subsection
4(a)(i)(C):
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“C. |
Delayed Payments . To the extent required to comply with
Section 409A of the Code, as reasonably determined by the
Company’s legal counsel, the payments under this
Section 4(a)(i) shall be delayed to the six-month anniversary
of the Date of Termination.” |
(b) Section 4 of the
Agreement is hereby amended by adding the following new paragraph
at the end of subsection 4(a)(ii):
“To the extent required
to comply with Section 409A of the Code, as reasonably
determined by the Company’s legal counsel, Executive will
pay
the entire cost of receiving
the Welfare Benefits pursuant to his or her COBRA elections for the
first six months after the Date of Termination, and the Company
will reimburse Executive for the Company’s share of such
costs, as required by subsection 4(a)(ii)(A), on or as soon as
practicable after the six-month anniversary of the Date of
Termination.”
3. Certain Additional
Payments by the Company .
(a) Section 8(a) of the
Agreement is hereby amended by adding the following new paragraph
at the end of su
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