Exhibit 10.1
CONSULTING SERVICES
AGREEMENT
CONSULTING SERVICES
AGREEMENT , dated as of
March 22, 2009, by and between The Phoenix Companies, Inc., a
Delaware corporation (the “Company”), and Dona D. Young
(“Consultant”).
WHEREAS, Consultant has served as
the Chairman and Chief Executive Officer of the Company since 2003,
as President of the Company since 2000, and in other positions with
the Company and its affiliates since 1980; and
WHEREAS, Consultant has determined
to retire from employment with the Company, on April 15, 2009
(the “Retirement Date”); and
WHEREAS, the Company wishes to
continue to avail itself of Consultant’s knowledge, expertise
and experience for a transition period by appointment of Consultant
as a consultant to provide services that are helpful to the
operation of the Company’s business; and
WHEREAS, Consultant is willing to
serve as a consultant to the Company upon the terms and conditions
set forth below.
NOW, THEREFORE, in consideration of
their mutual promises, the Company and Consultant agree as
follows:
1. Consulting Services .
During the period beginning on the day after the Retirement Date
and continuing until April 15, 2010 (the “Consulting
Period”), Consultant shall personally provide to the Chief
Executive Officer of the Company (“CEO”) or the Board
of Directors (the “Board”) such consulting services as
either the Chief Executive Officer or the Board may reasonably
request from time to time. Such consulting services shall relate to
the transition of Consultant’s duties and responsibilities as
in effect prior to the Retirement Date to her successor as CEO, and
to such other matters as are appropriate for the former Chief
Executive Officer of the Company.
2. Time, Location and Maximum
Commitment . The Company and Consultant shall mutually agree on
the time and location at which she shall perform consulting
services hereunder, subject to the right of the Company to
reasonably request by advance written notice to Consultant that
such services be performed at a specific time and at a specific
location. The Consultant shall honor any such request unless she
has a conflicting business or personal commitment that would
preclude her from performing such services at the time and/or place
requested by the Company, and in such circumstances the parties
shall make reasonable efforts to arrange a mutually satisfactory
alternative. The Company shall use its reasonable best efforts not
to require the performance of consulting services in any manner
that unreasonably interferes with any other business or
pre-scheduled personal activity of Consultant. It is not intended
and in
no event shall Consultant be required to perform
services for the Company hereunder at a level that would require
Consultant to devote to such services twenty percent (20%) or
more of the average level of bona fide services performed by
Consultant while an employee of the Company over the 36 month
period immediately preceding the Retirement Date (the
“Maximum Commitment”). The Company and Consultant
acknowledge that they have established the Maximum Commitment so
that Consultant will have incurred a separation from service as of
the Retirement Date pursuant to, and in accordance with the
regulations promulgated under, Section 409A of the Internal
Revenue Code of 1986, as amended, and will act
accordingly.
3. Status. Consultant shall
not, by virtue of the consulting services provided hereunder, be
considered to be an officer or employee of the Company or any of
its affiliates, and shall not have the power or authority to
contract in the name of or bind the Company. As an independent
contractor, Consultant may perform services for others. Consultant
shall at all times be treated as an independent contractor and
shall be responsible for the payment of all taxes with respect to
all amounts paid to her hereunder. Consultant shall not, by reason
of the services performed hereunder, be entitled to participate in
any employee benefits plan or fringe benefit or perquisite program
made available to any employee or officer of the Company. Nothing
in this Agreement shall be construed to limit the rights of
Consultant to receive any benefits or compensation otherwise
payable to Consultant in respect of her prior services as an
officer and employee of the Company under the express terms and
conditions of any agreement between her and the Company or the
applicable terms and conditions of any employee benefit plan,
program or arrangement.
4. Consulting Fees . In
respect of the services to be performed hereunder, the Company
shall pay Consultant the amount of $300,000, in two installments,
the first payable on the Retirement Date and the second payable on
October 15, 2009; provided that, Consultant shall be
required to repay a pro-rated portion of the consulting fee
promptly upon demand by the Comp
