Exhibit 10.2
AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment to
Executive Employment Agreement (this “
Amendment ”), by and between Independence
Holding Company, a Delaware corporation (the “
Company ”), and
Mr. Bernon R. Erickson, Jr., an individual
resident in the State of California (“
Executive ”), is made as of
December 31, 2008.
Recitals
A.
The Company and
Executive are parties to that certain Executive Employment
Agreement, dated as of April 1, 2007 (the “
Agreement ”).
B.
The Company and
Executive desire to amend and supplement the Agreement as set forth
in this Amendment.
Terms and
Conditions
In consideration of the
mutual covenants contained herein, along with other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1.
Amendment
1.1.
Amendment
. The Agreement is
hereby amended by adding the following as Section 5.12
thereof:
“
5.12
409A Tax
Liability .
Any provision of this Agreement to the contrary
notwithstanding, the Company will suspend paying Executive any cash
amounts that Executive is entitled to receive pursuant to any
section hereof during the six (6) month period following
termination of Executive’s employment (the “ 409A
Suspension Period ”), unless the Company reasonably
determines that paying such amounts in accordance with the
applicable provisions hereof will not result in Executive’s
or the Company’s liability for additional tax or penalty
under Section 409A of the Internal Revenue Code of 1986, as
amended. As soon as reasonably practicable after the end of
the 409A Suspension Period, Executive will receive a lump sum
payment in cash for an amount equal to any cash payments that the
Company does not make during the 409A Suspension Period.
Thereafter, Executive will receive any remaining payments
pursuant to the applicable section hereof, in accordance with the
terms of such section (as if there had not been any suspension of
payments).”
1.2.
Continuing
Effect .
Effect as expressly set forth in this Amendment, all
provision
