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Allmerica Financial Agreement

This is an actual contract by Hanover Insurance Group.

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Sectors: Insurance
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: October 10, 2003
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October 10, 2003


Robert P. Restrepo, Jr. 757 Salisbury Street Worcester, Massachusetts 01609


Dear Bob:


You and First Allmerica Financial Life Insurance Company (the "Company")have mutually agreed to terminate your employment relationship pursuant to the terms and conditions set forth below. This letter agreement contains a release and waiver of any potential claim arising out of your employment relationship or the termination of your employment relationship (the "Separation Agreement" or "Agreement"). It is important that you read and understand the following terms:


1. Resignation: You have resigned as President and Chief Executive Officer of
the Allmerica Property & Casualty Companies, Inc. and any other titles or
officer/director positions that you used or held in subsidiaries or
affiliates of the Company as of September 18, 2003.


2. Continued Employment for Limited Time; Additional Services: You will
continue as an employee of the Company to provide consultative advice,
support, transition assistance and other services to the Company for a
period of sixty (60) days following your resignation, namely, until
November 17, 2003. Such employment may continue thereafter (but in no case
beyond December 31, 2003) if requested at the sole discretion of the
President of Allmerica Financial Corporation, namely, Frederick H.
Eppinger, and if agreeable by you. Your services pursuant to this Agreement
shall be as an employee and not as an officer of Allmerica Financial
Corporation or any of its subsidiaries or affiliates. The actual services
to be provided by you shall be determined by Mr. Eppinger from time to
time. During the period of time for which you are providing services, you
shall be paid at your current salary rate and be entitled to your existing
fringe benefits.


3. Severance Compensation: Pursuant to the terms of an Employment Agreement
dated November 1, 2002 between the Company and you (the "Employment
Agreement"), you are entitled to receive a severance benefit equal to
$600,000. This benefit will be paid to you upon the termination of your
employment pursuant to this Agreement. This


Agreement shall supercede theEmployment Agreement, which is hereby
terminated and you shall have no further rights thereunder.


4. 2003 Incentive Compensation: You will receive a 2003 Short Term Incentive
Compensation award in the amount of $227,800, payable to you as of December
31, 2003, conditioned on applying such award to the loan as described
below. The Company, as of the date the award is payable to you, shall
credit the net amount (the amount remaining after deducting applicable
Federal and State income and other taxes) to any amounts then unpaid under
the Credit Line Promissory Note dated February 5, 2001 from AMGRO, Inc. to
you and your spouse, Mary Frances Restrepo (the "Credit Line Promissory
Note"), with any amount in excess of the outstanding balance and interest
accrued thereunder to be payable to you. You acknowledge that AMGRO, Inc.
may apply this payment against principal or interest, or a combination of
both as it, in its sole discretion, determines.


5. COBRA Benefit: Once your employment relationship has ended (i.e. when your
services are no longer required pursuant to the provisions of Section 2
above) the Company agrees to pay on your behalf the premiums due pursuant
to the terms of your COBRA election for your existing medical and dental
benefits. This benefit will continue until the earlier of your commencing
new employment and being eligible to receive medical and dental benefits,
your being eligible to obtain fringe benefits on a group basis from another
source or eighteen (18) months from the date your COBRA benefits commence.
For purposes of this section it shall be construed that you are eligible
for medical and dental benefits if, as a partner, joint venturer,
independent contractor or any other status, you are eligible to receive
medical and dental benefits at a group rate.


6. Vacation Entitlement: The Company will also pay you for any accrued unused
vacation time that you are entitled to as of the date your employment is
terminated. Signing this Agreement is not required for you to receive the
payments described in this paragraph.


7. Outplacement: The Company will make available to you so-called "Executive
Outplacement Assistance" for a period of twelve (12) months, beginning
immediately, at a mutually acceptable outplacement firm.


8. Stock Plan: All of your unvested options, unvested restricted stock and
unexercised vested options under the Allmerica Financial Corporation
Long-Term Stock Incentive Plan (the "Stock Plan") will be cancelled and you
shall have no rights with respect thereto and such options and shares shall
revert to the Stock Plan upon the termination of your employment. To the
extent anything herein is inconsistent with the Stock Plan, the provisions
of the Stock Plan shall govern.


9. General Cooperation: After termination of your employment, you agree to be
generally available to respond to questions and/or inquiries, and provide
other information concerning matters that were within the ambit of your
responsibility during your employment with the Company and generally
cooperate with respect to matters relating to the Company. It is
anticipated that most matters can be addressed through phone calls


and/or emails. Certain matters, however, may require meetings at mutually
acceptable times and places.


10. Non-Soli
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