Exhibit 10(iii)(A)(8)(a)
DEFERRED
COMPENSATION AGREEMENT
FOR PERFORMANCE
BONUS
ARTICLE I
DEFINITIONS
Section 1.1. "Agreement"
shall mean this Deferred Compensation Agreement.
Section 1.2. "Beneficiary"
shall mean the individual beneficiary whom the Participant has
designated in writing to receive the balance, if any, remaining in
the Participant's account upon the Participant's death, or in the
absence of a designated beneficiary, the Participant's estate.
Section 1.3. "Bonus" shall
mean the bonus earned by the Participant during the 12 month period
ending December 31, 2005 and paid within two and one-half months
thereafter; provided that such bonus shall be net of FICA, Medicare
and other payroll taxes (other than income taxes) which shall be
payable by Participant at the time that Participant becomes
eligible to receive such bonus.
Section 1.4. "Code" shall mean the Internal Revenue Code
of 1986, as amended.
Section 1.5. "Company" shall mean Independence Holding
Company
Section 1.6. "Participant"
shall mean Teresa A. Herbert.
Section 1.7. "Payment
Date" shall mean January 1, 2011, or such earlier date as permitted
hereunder.
Section 1.8.
"Unforeseeable Emergency" shall be defined in accordance with
Section 409A of the Code and guidance issued thereunder.
ARTICLE II
PAYMENT OF
BENEFITS
Section 2.1. Amount and Timing
of Payment. In consideration of the Participant's services
rendered to the Company during the Bonus period, 100% of the Bonus,
payable to the Participant (the "Deferred Compensation"), shall be
deferred and made to the Participant on the Payment Date. As
additional compensation hereunder, interest at the rate of 6.0% per
annum shall accrue as to the Deferred Compensation commencing on
January 1, 2006 and ending on the Payment Date. Such interest shall
be paid on the date on which the Deferred Compensation is paid.
Section 2.2. Unforeseeable
Emergency. Notwithstanding anything to the contrary contained
herein, all or a portion of the Deferred Compensation shall be paid
prior to the Payment Date if the Participant requests early payment
in connection with an Unforeseeable Emergency; provided that such
payment shall be made only to the extent reasonably needed to
satisfy such Unforeseeable Emergency.
Section 2.3. Termination of
Employment; Retirement; Death. In the event the Participant's
employment with the Company terminates, or if the Participant
retires from the Company, the
