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FIRST AMENDMENT
TO THE
CHANGE IN CONTROL AGREEMENT
This First
Amendment to the Change in Control Agreement
(“Amendment”) is made and entered into as of
March 3, 2009 by and between Specialty Underwriters’
Alliance, Inc., a Delaware corporation, and its subsidiaries and
affiliates (the “Company”) and Daniel A. Cacchione (the
“Employee”), and amends the Change in Control Agreement
(“Agreement”) entered into by the parties on
April 7, 2008. Any terms defined in the Agreement and used
herein shall have the same meaning in this Amendment as in the
Agreement. In the event that any provision of this Amendment and
any provision of the Agreement are inconsistent or conflicting, the
inconsistent or conflicting provision of this Amendment shall be
and constitute an amendment of the Agreement and shall control, but
only to the extent that such provision is inconsistent or
conflicting with the Agreement. Any capitalized terms not defined
herein shall be defined as in the Agreement.
WHEREAS, the
Employee received a promotion from Vice President to Senior Vice
President January 1, 2009; and
WHEREAS, the
Company has different terms for its change in control agreements
with its Senior Vice Presidents than it does with its Vice
Presidents; and
WHEREAS, the
Company desires to conform the Employee’s Agreement to its
other change in control agreements entered into with other Senior
Vice Presidents;
NOW THEREFORE, in
consideration of the mutual agreements and covenants set forth
herein, the parties wish to amend the Agreement as
follows:
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1.
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Section (A)(i) shall be deleted in
its entirety and replaced with the following:
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“The Company shall pay to the
Employee an amount equal to the sum of (a) two times the
Employee’s annual base salary and (b) any unreimbursed
business expenses or other amounts due to the Employee from the
Company as of the Employee’
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