FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT
This First
Amendment to Employment Agreement is entered into between CNA
Financial Corporation (the “Company”) and Thomas F.
Motamed (the “Executive”), as of October 24, 2008
(the “Amendment”).
WHEREAS ,
the Company and the Executive previously entered into an Employment
Agreement, dated May 22, 2008 (the “Employment
Agreement”). Terms not otherwise defined herein shall have
the meaning ascribed to them in the Employment
Agreement;
WHEREAS ,
the Company and the Executive now intend that the Executive shall
commence employment with the Company on January 1, 2009,
rather than June 8, 2009; and
WHEREAS ,
in connection with the Executive’s earlier commencement of
employment, the Company and the Executive wish to (i) amend
the Employment Agreement in accordance with Section 22(c) of the
Employment Agreement, and (ii) agree on certain activities
that are to occur between the effective date of this Amendment and
the Executive’s Commencement Date, as hereinafter set
forth;
NOW
THEREFORE , in consideration of the mutual representations,
warranties, covenants and agreements contained in the Employment
Agreement, as amended, and for other
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good and
valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section 1
of the Employment Agreement is hereby amended by replacing
“Monday, June 8, 2009” with “Thursday,
January 1, 2009”.
2. Because
the financial markets are closed on January 1, 2009, however,
Sections 3(d) and 3(e)(i) of the Employment Agreement are hereby
amended so that the grants of SARs and RSUs thereunder that were to
be made on the Commencement Date shall instead be made the first
business day following the Commencement Date. In addition,
Section 3(e)(ii) of the Employment Agreement is hereby amended
so that the grant of RSUs thereunder that was to be made on the
Commencement Date (x) shall instead be made in the first
calendar quarter of 2009, (y) shall be made on terms and
conditions that are consistent with the Employment Agreement
(including, without limitation, Section 3(e)(ii) thereof) and
otherwise no less favorable to the Executive than those that apply
to corresponding grants to other senior executive officers of the
Company and (z) in the third sentence the phrase
“Commencement Date” shall be replaced with the phrase
“date of grant”.
3. Section 6.3(d)
of the Employment Agreement is hereby amended by replacing
“June 8, 2009” with “January 1,
2009”.
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4. From the
effective date of this Amendment until December 31, 2008, the
Executive agrees to participate in orientation activities at the
Executive’s conv
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