Executive Severance Benefit Agreement

EX-10.44


FORM OF
EXECUTIVE SEVERANCE BENEFIT AGREEMENT


This AGREEMENT is made and entered into as of the ___ day of ______, 1995, by and between SOUTHWESTERN LIFE CORPORATION, a Delaware corporation ("SLC"), SLC's wholly owned subsidiary, FACILITIES MANAGEMENT INSTALLATION, INC., a Delaware corporation ("FMI") and the EXECUTIVE named on the signature page hereof.


Introductory Provisions


The following provisions are true and correct and are part of and form the basis for this Agreement:


A. Executive is employed by SLC or FMI as an executive officer and in such capacity provides services to SLC, FMI and one or more of the subsidiaries and affiliates of SLC and FMI.


B. The Board of Directors of SLC has determined that it is in the best interests of the Companies (as hereinafter defined) to attract and retain highly qualified individuals to serve as executive officers and to take such actions as are reasonably necessary to allow all such executive officers to devote their best efforts to protecting and advancing the best interests of the Companies.


C. The Board recognizes that, as is the case with many publicly-held corporations, the possibility of a Change of Control (as hereinafter defined) may arise and that such possibility, and the uncertainties and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Companies.


D. In these circumstances, the Board believes that it is imperative that the Companies and the Board be able to rely upon the Executive to continue in his position, and that the Companies and the Board be able to continue to receive and rely upon the advice of the Executive as to the best interests of the Companies, without concern that the Executive might be distracted by the uncertainties and risks created by such circumstances.


E. The Board has resolved that to enable and encourage the Executive to continue to serve without undue distraction by reason of such uncertainties and risks it wishes to assure that, if the Executive's employment with SLC or FMI is terminated in anticipation of or following a Change of Control, the Executive shall be provided with certain severance benefits, as more particularly described in this Agreement.


NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


I. DEFINITIONS.


A. BENEFITS shall mean the right of the Executive to remain as a participant in the Companies' life, health and disability plans as though the Executive continued to be an employee of SLC or FMI through either (1) the first day of the calendar month following the one year anniversary of the Termination Date or (2) the first day of the calendar month following three months of continuous employment by the Executive with a new employer which offers life, health and disability plans, whichever is less. The Executive at the end of the period provided in the preceding sentence shall then have such conversion and continuation rights as provided by law, contract and/or company policy and which are available to newly terminated employees.


B. CAUSE shall mean (i) the willful failure or refusal of the Executive to substantially perform his duties, as such existed immediately preceding a Change of Control, after a demand for substantial performance is delivered to the Executive by the Board of Directors of SLC or its successor, if applicable, (the "Board") which demand specifically identifies the manner in which such Board believes the Executive has not substantially performed his duties, or (ii) the willful engaging by the Executive in misconduct, which materially injures the goodwill of any of the Companies, or (iii) the commission of an act of fraud, misappropriation or embezzlement by the Executive involving any of the Companies, or (iv) a conviction of, or plea of NOLO CONTENDERE or a guilty plea or confession by, the Executive to an act of fraud, misappropriation or embezzlement or to a felony or to conduct prohibited by state or federal law. For purposes of this Agreement, no act, or failure to act, on the part of the Executive shall be considered "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Companies. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause


unless and until there shall have been delivered to the Executive a copy of a Notice of Termination from the Board. After receipt of a Notice of Termination which purports to be for Cause, the Executive shall have the opportunity, together with his counsel, to be heard before the Board and such termination shall not be deemed to be for Cause unless following such hearing at least two-thirds of the members of the Board present at such hearing are of the good faith opinion, which shall be specified in writing and signed by the consenting Board members, that the Executive was guilty of conduct set forth above in any of Clauses (i), (ii), (iii) or (iv) of this subsection, and such opinion shall specify the particulars thereof in detail.


C. CHANGE OF CONTROL shall mean the occurrence of any one of the following: (i) the acquisition by any Person or group of Persons (as such terms are defined and used in Sections 3(a)(9) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Act")), other than SLC, any trustee or other fiduciary holding securities under any employee benefit plan of SLC, or any company owned, directly or indirectly, by the stockholders of SLC in substantially the same proportions as their ownership of stock of SLC, of beneficial ownership (as defined in Rule 13d-3 under the Act), directly or indirectly, of shares representing twenty percent (20%) or more of the combined voting power of SLC's then outstanding voting securities entitled to vote generally in the election of directors ("Voting Securities"); or (ii) individuals who as of March 2, 1995, constituted SLC's Board of Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director of SLC subsequent to March 2, 1995, whose election was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall, for the purposes of this Agreement, be considered to be a member of the Incumbent Board; or (iii) approval by the Board of Directors of SLC and, if required, the stockholders of SLC, of: (a) a reorganization, merger, or consolidation with respect to which those Persons (as defined above) who were beneficial owners of SLC's Voting Securities immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, shares representing more than 50% of the combined voting power of the Voting Securities of the corporation resulting from such reorganization, merger or consolidation; (b) a complete liquidation or dissolution of SLC; or (c) the sale or other disposition by SLC within a twelve (12) month period of assets of SLC with a fair market value equal to at least one-half of the total fair market value of all of the assets of SLC immediately prior to such sale or sales; or (iv) SLC shall file a report or proxy statement with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended,


disclosing in response to Item 1 of Form 8-K thereunder or Item 5(f) of Schedule 14A thereunder (or any successor schedule, form or report or item therein) that a change in control of SLC has or may have occurred or will or may occur in the future pursuant to any then existing contract or transaction or series of transactions.


D. CO ...