Exhibit
10.1
AMENDMENT NO.
3
TO
RETIREMENT BENEFIT
AGREEMENT
Amendment No. 3 (“
Amendment No. 3 ”), dated as of December 31, 2008, to
the Retirement Benefit Agreement by and between Independence
Holding Company (“ IHC ”) and Mr. Roy T.K.
Thung (“ Thung ”), dated September 30, 1991 (the
“ Agreement ”), as amended pursuant to Amendment
No. 1 to Retirement Benefit Agreement, dated December 20, 2002, by
and between IHC and Thung (“ Amendment No. 1 ”)
and Amendment No. 2 to Retirement Benefit Agreement, dated June 17,
2005, by and between IHC and Thung (“ Amendment No. 2
”). For good and valuable consideration, the parties hereto
agree as follows:
1.
All references herein to
the Agreement shall mean the Agreement as amended by Amendment No.
1, and as further amended by Amendment No. 2.
2.
Paragraph 1 of the
Agreement is hereby amended to read as follows:
“The Company will
pay you a Retirement Benefit in the amount determined as set forth
in Paragraph 2 and in the manner set forth in Paragraph
4.”
3.
Paragraph 2 of the
Agreement is deleted in its entirety and replaced with the
following:
“As of the date
hereof, the Retirement Benefit shall be $1,659,556.96 (the “
Retirement Benefit ”); provided that the Retirement
Benefit shall increase by six percent (6%) per annum from the date
hereof, compounded annually. The Retirement Benefit payable
with respect to any event contemplated by Paragraph 4 hereof shall
be calculated (as set forth herein) by means of linear
interpolation based on the number of days between the date hereof
and the date of the event giving rise to the Retirement Benefit
being payable to you; provided that the Retirement Benefit shall
continue to increase as provided for herein until paid to you in
full. The
Retirement Benefit shall
not be subject to any reduction, offset or other counterclaim of
any sort whatsoever. The amount of the Retirement Benefit
will not be adjusted for any changes in your base salary rate, the
general price level, or other factor.”
4.
Paragraph 4 of the
Agreement is deleted in its entirety and replaced with the
fo
