Exhibit 10.56
AMENDMENT TO THE
TORCHMARK 2007 LONG-TERM
COMPENSATION PLAN
THIS AMENDMENT (this
“Amendment”) to the Torchmark Corporation 2007
Long-Term Compensation Plan (the “Plan”) was adopted by
the Compensation Committee of the Board of Directors as of
, 2008.
The Plan is hereby amended by
deleting Section 17.3 of the Plan in its entirety and
replacing it with the following:
“17.3. SPECIAL PROVISIONS
RELATED TO SECTION 409A OF THE CODE.
(a) General . It is intended
that the payments and benefits provided under the Plan and any
Award shall either be exempt from the application of, or comply
with, the requirements of Section 409A of the Code. The Plan
and all Award Notices shall be construed in a manner that effects
such intent. Nevertheless, the tax treatment of the benefits
provided under the Plan or any Award is not warranted or
guaranteed. Neither the Company, its Affiliates nor their
respective directors, officers, employees or advisers shall be held
liable for any taxes, interest, penalties or other monetary amounts
owed by any Participant or other taxpayer as a result of the Plan
or any Award.
(b) Definitional Restrictions
. Notwithstanding anything in the Plan or in any Award Notice to
the contrary, to the extent that any amount or benefit that would
constitute non-exempt “deferred compensation” for
purposes of Section 409A of the Code would otherwise be
payable or distributable, or a different form of payment (e.g.,
lump sum or installment) would be effected, under the Plan or any
Award Notice by reason of the occurrence of a Change in Control, or
the Participant’s Disability or separation from service, such
amount or benefit will not be payable or distributable to the
Participant, and/or such different form of payment will not be
effected, by reason of such circumstance unless the circumstances
giving rise to such Change in Control, Disability or separation
from service meet any description or definition of “change in
control event”, “disability” or “separation
from service”, as the case may be, in Section 409A of
the Code and applicable regulations (without giving effect to any
elective provisions that may be available under such definition).
This provision does not prohibit the vesting of any Award
upon a Change in Control, Disability or separation from service,
however defined. If this provision prevents the payment or
distribution of any amount or benefit, such payment or distribution
shall be made on the next earliest payment or distribution date or
event specified in the Award Notice that is permissible under
Section 409A of the Code. If this provision prevents the
application of a different form of payment of any amount or
benefit, such payment shall be made in the same form as would have
applied absent such designated event or circumstance.
(c) Allocation among Possible
Exemptions . If any one or more Awards granted under the Plan
to a Participant could qualify for any separation pay exemption
described in Treas. Reg. Section 1.409A-1(b)(9), but
such
