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:
|
|
|
|
|
|
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Annual Benefit
|
|
On or prior to December 31,
2000
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$
|
0
|
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January 1, 2001 to December 31,
2001
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$
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45,000
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January 1, 2002 to December 31,
2002
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$
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90,000
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January 1, 2003 to December 31,
2003
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$
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135,000
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January 1, 2004 or later
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$
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180,000
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(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