Exhibit 10.3
AMENDMENT TO 2003 EMPLOYEE LONG TERM INCENTIVE
AND SHARE AWARD PLAN
AMENDMENT, dated May 7, 2008, to
the Delphi Financial Group, Inc. (the “Company”) 2003
Employee Long Term Incentive and Share Award Plan, as amended to
date (the “Plan”).
By action of the Board of Directors
of the Company duly taken on the above-referenced date, the Plan is
hereby amended as follows:
1. The text of Section 4(c) of
the Plan is hereby amended and restated in its entirety to read as
follows:
“Subject to any required action by the Company’s
stockholders, the number of Shares covered or represented by each
outstanding Award, and the price per Share of any Option so
covered, shall automatically be proportionately adjusted for any
increase or decrease in the number of issued Shares resulting from
a subdivision or consolidation of Shares or the payment of a stock
dividend (including but not limited to a stock split effected in
the form of a stock dividend) or any other increase or decrease in
the number of such shares effected without receipt of consideration
by the Company. In addition, in the event that the Committee shall
determine that any reorganization, merger, consolidation, spin-off,
combination, repurchase, or share exchange, or other similar
corporate transaction or event not covered by the preceding
sentence, affects the Shares or the value thereof such that an
adjustment is appropriate in order to prevent dilution or
enlargement of the rights of Eligible Persons under the Plan, then
the Committee shall make such equitable changes or adjustments as
it deems appropr
