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EXHIBIT 10.19
AMENDMENT TO EMPLOYMENT
AGREEMENT
This Amendment
to Employment Agreement (this “Amendment”) is effective
as of January 1, 2009, by and between PICO Holdings, Inc. ,
a diversified holding company formed under the laws of the state of
California (the “Company”), and John R. Hart ,
an individual (“Employee”).
RECITALS
WHEREAS, the
Company and Employee entered into a certain written Employment
Agreement dated and effective as of May 7, 2007 (the
“Agreement”);
WHEREAS, in
accordance with Section 14 of the Agreement, the Company has
determined that modifications to the Agreement are necessary to
facilitate compliance with the requirements of Section 409A of the
United States Internal Revenue Code of 1986, as amended
(“Section 409A”); and
WHEREAS,
pursuant to Section 14 of the Agreement, the Company and Employee
agreed to cooperate and assist one another in order to adopt and
implement such modifications.
NOW THEREFORE,
in consideration of the foregoing, and their mutual promises
contained herein, the parties agree to amend the Agreement to
comply with the provisions of Section 409A as more specifically
provided herein below.
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Section 3.
Compensation shall be amended as follows:
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Subsection 3B.
Incentive Award shall be amended by adding the following to
the end of the last sentence:
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“, within
2-1/2 months after the end of the fiscal year in which Employee
performed the services to which the Incentive Award
relates.”
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Subsection 3C.
Stock Appreciation Rights shall be amended by adding the
following to the end of the subsection:
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“The
stock appreciation rights shall be exercised in accordance with the
terms of the stock appreciation award. In compliance
with Section 409A, the compensation payable under such stock
appreciation rights cannot be greater than (1) the excess of the
fair market value of such rights on the date of exercise, as
determined by the closing market price on the NASDAQ Global Market
on such date, over (2) the exerc
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