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KEY EXECUTIVE EMPLOYMENT AND
SEVERANCE AGREEMENT
THIS AGREEMENT is made and entered into as of the 2nd day of
December, 2008, by and between MGIC Investment Corporation, a
Wisconsin corporation (hereinafter referred to as the
“Company”), and the person whose name appears on the
signature page hereof (hereinafter referred to as
“Executive”).
WHEREAS, the Executive is employed by the Company and/or a
subsidiary of the Company (hereinafter referred to collectively as
the “Employer”) in a key executive capacity and the
Executive’s services are valuable to the conduct of the
business of the Company;
WHEREAS, the Company desires to continue to attract and
retain dedicated and skilled management employees in a period of
actual and potential industry consolidation and changes in
regulatory barriers regarding the ownership of insurance companies,
consistent with achieving a transaction in the best interests of
its shareholders in any change in control of the
Company;
WHEREAS, the Company recognizes that circumstances may arise
in which a change in control of the Company occurs, through
acquisition or otherwise, thereby causing a potential conflict of
interest between the Company’s needs for the Executive to
remain focused on the Company’s business and for the
necessary continuity in management prior to and following a change
in control, and the Executive’s reasonable personal concerns
regarding future employment with the Employer and economic
protection in the event of loss of employment as a consequence of a
change in control;
WHEREAS, the Company and the Executive are desirous that any
proposal for a change in control or acquisition of the Company will
be considered by the Executive objectively and with reference only
to the b
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