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AMENDMENT TO EMPLOYMENT AGREEMENT

Employment Agreement Amendment

AMENDMENT TO EMPLOYMENT AGREEMENT | Document Parties: HORACE MANN EDUCATORS CORP You are currently viewing:
This Employment Agreement Amendment involves

HORACE MANN EDUCATORS CORP

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Title: AMENDMENT TO EMPLOYMENT AGREEMENT
Date: 3/2/2009
Industry: Insurance (Prop. and Casualty)     Sector: Financial

AMENDMENT TO EMPLOYMENT AGREEMENT, Parties: horace mann educators corp
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Exhibit 10.14(a)

AMENDMENT TO EMPLOYMENT AGREEMENT

On this 22 nd day of December, 2008, Horace Mann Educators Corporation, a Delaware Corporation (“Employer”), and Louis G. Lower II (“Employee”), hereby agree as follows:

WHEREAS , the parties previously entered into an Employment Agreement dated December 31, 1999 (“Agreement”), which Agreement continues in effect; and

WHEREAS , in connection with the enactment of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and guidance issued thereunder, the parties wish to revise the Agreement as necessary to comply with Code Section 409A and related guidance;

NOW, THEREFORE , the parties hereby agree to the following amendments to the Agreement, the same to be effective as of January 1, 2008:

1. Section 4.4 of the Agreement is hereby deleted and replaced with the following new Section 4.4:

“4.4 Pension Benefits .

(a) Employer shall provide for Employee’s participation in Employer’s pension plan and an additional non-qualified pension plan at no cost to Employee so that the following retirement benefits will be payable to Employee during his lifetime by Employer, in aggregate, pursuant to such plans:

 

Last Date of Employment

  

Annual Benefit

On or prior to December 31, 2000

  

$

0

January 1, 2001 to December 31, 2001

  

$

45,000

January 1, 2002 to December 31, 2002

  

$

90,000

January 1, 2003 to December 31, 2003

  

$

135,000

January 1, 2004 or later

  

$

180,000

(b) To the extent an actuarial equivalent is not provided in Employer’s pension plan or additional non-qualified pension plan, except as otherwise provided in Section 4.4(c) or (d) below, the annual benefit provided above (“accrued benefit”) shall be paid hereunder in monthly installments commencing on the first day of the first month following Employee’s separation from service (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”)); provided, however, that if Employee is married at the time such payments commence, the accrued benefit shall be paid in the form of a joint and 50% survivor annuity, with monthly payments to Employee commencing on the first day of the first month following Employee’s separation from service and continuing until the first day of the month immediately preceding the Employee’s death, and with monthly payments equal to fifty percent (50%) of Employee’s monthly payment continuing thereafter to the Employee’s surviving spouse at separation, if any, until the first day of the month immediately preceding such spouse’s death. Notwithstanding the preceding, if Employee is a “specified employee” (within the meaning of Code Section 409A) upon his separation from service, then any payments to which Employee would have been entitled to receive under this Section 4.4(b) during the first six (6) months following his separation from service shall be


accumulated and paid on the first day of the seventh month following such separation, along with the normal payment for such seventh month.

(c) If, during the Term, any one person, or more than one person acting as a group, acquires ownership of stock of Employer that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of Employer and, within two (2) years of such event Employee incurs a separation from service (within the meaning of Code Section 409A) on account of a Termination Without Cause (as defined in Section 10), a Material Change (as defined below) or an Employer Notice of Non-Renewal (as defined in Section 1), then this Agreement shall terminate and the Employer shall pay to the Employee within sixty (60) days of such separation the actuarially determined present value of the benefits payable to the Employee in Section 4.4(b) above for his expected remaining life, calculated on the basis of the Employee having been employed by the Employer until the date which is three (3) years after such separation.

For purposes of this Section 4.4, a “Material Change” means that, during the Term, (1) there is a significant adverse change or diminution in the Employee’s duties, working conditions or status as an employee, (2) the Employer breaches its obligations hereunder, or (3) the Employee is required to perform his duties hereunder in a location other than Springfield, Illinois which is more than one hundred fifty (150) miles away from Winnetka, Illinois and the Employee elects, by written notice to the Employer, to treat such change as a Termination Without Cause on the date of such notice.”

(d) If, at any time after payment under Section 4.4(b) has commenced, any one person, or more than one person acting as a group, acquires ownership of stock of Employer that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of Employer, then Employer shall pay to the Employee within sixty (60) days of such acquisition the actuarially determined present value of the benefits payable to the Employee in Section 4.4(b) above for his expected remaining life.

2. The last sentence of Section 5(a) of the A


 
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