Exhibit 10.16.3


 


December 1,
2009


 


Larry
D. Zimpleman


President
and Chief Executive Officer


Principal
Financial Group, Inc.


711
High Street


Des Moines, Iowa 50392


 


Dear Larry:


 


You,
Principal Financial Group, Inc., Principal Financial Services, Inc.
and Principal Life Insurance Company (collectively “Companies”) and the
Companies agree to amend the Amended and Restated Employment Agreement, by and
between the Companies and you dated May 1, 2008 (“Agreement”), effective
[as of the date] of this letter, as follows:


 


1.                                       Section 6.3
of your contract will be amended to read:


 


6.3                                 Termination Without Cause or
for Good Reason.  In the
event of a Termination Without Cause or a Termination for Good Reason (in
either case occurring during the Employment Period), Executive shall be
entitled to receive the following:


 


(a)                                     promptly after the Date of
Termination (but in no event later than ten business days after the Date of
Termination) a lump sum amount equal to the sum of Executive’s Accrued Base
Salary and Accrued Annual Bonus;


 


(b)                                    provided that the
performance criteria that would otherwise have been applicable to the payment
of annual bonus to Executive under Section 4.2 for the year in which the
Date of Termination occurs are satisfied, an amount equal to the Prorata Annual
Bonus, which shall be payable at the same time as annual bonuses are payable to
other members of Senior Management, but in no event later than March 15 in
the calendar year following the Date of Termination;


 


(c)                                         six months after the Date of
Termination a lump sum amount equal to the product of (i) the sum of Base
Salary plus Target Annual Bonus for the Fiscal Year during which the Date of
Termination occurs (provided that no effect shall be given to any reduction in
Target Annual Bonus that would qualify as Good Reason if Executive were to
terminate


 

















 


his employment on account hereof), and multiplied by
(ii) 2;


 


(d)                                    until the earlier of the (i) 18
month anniversary of the date of Termination or (ii) the date Executive
becomes eligible to participate in any plan, program or other arrangement
providing benefits of a similar nature by reason of his employment or other
provision of services, the life insurance benefit specified in Section 5.1
to which Executive is entitled as of Date of Termination, subject to the terms
of applicable plans, programs or policies; provided
that the Executive shall pay the same amount for such benefits as covered
members of Senior Management who are actively employed would pay;


 


(e)                                     if the Date of Termination
occurs prior to the Executive’s 57th birthday, (1) for
the six-month period following the Date of Termination, the Companies shall
provide Executive and his eligible dependents the same medical benefits (on the
same terms and conditions) as would have been applied had Executive continued
to be an employee of the Companies for such period, and (2) monthly after
such six month period, for the remainder of the life of Executive, benefits
equivalent to those payable under the Principal Welfare Benefit Plan for
Employees calculated under the terms of such plan as if the Date of Termination
occurred after Executive’s 57th birthday, reduced by the amounts
actually payable under such plan, provided that, if either Executive of the Company
reasonably believes it is likely that the benefits under subclause (2) cannot
be provided on a tax favored basis, the Company shall pay the cost of the
insurance premium for such benefits on the same monthly basis as such benefits
would have been provided;


 


(f)                                       if the Date of
Termination occurs prior to Executive’s 57th birthday, for
purposes of calculating the retirement benefits payable to Executive under the
Supplemental Executive Retirement Plan for Employees, Executive will be treated
as though the Date of Termination occurred after Executive’s 57th birthday;


 


(g)                                    key executive level
outplacement services, the provider of which shall be selected by Executive, up
to a maximum of $10,000; provided that in no event shall any 


 


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amount be payable to Executive in lieu of his
receipt of such services.


 


Notwithstanding
anything herein to the contrary, the benefits provided in Section 6.3
shall be provided only upon Executive’s execution of a release and waiver as
described in Section 6.5. For the avoidance of doubt, Executive’s rights
and entitlements with respect to any equity-based of other long-term incentive
compensation awards (including any LTIP Award) outstanding as of the Date of
Termination shall be determined in accordance with the terms of such awards and
the governing plan documents and shall not be enhanced or otherwise modified by
the terms of this Agreement.


 


2.                                       Except as
provided in this Amendment, all of the other terms and conditions of the
Agreement will remain in full force and effect.


 


 


	
  Principal
  Financial Group, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William T. Kerr

  	
   

  
	
   

  	
  William
  T. Kerr

  	
   

  
	
   

  	
  Chairman,
  Human Resources Committee of the Board of Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Principal Financial Services, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ William T. Kerr

  	
   

  
	
   

  	
  William
  T. Kerr

  	
   

  
	
   

  	
  Director

  	
   

  
				



 


3

















 


Principal
Life Insurance Company


 


 


	
  By:

  	
  /s/ William T. Kerr

  	
   

  
	
   

  	
  William
  T. Kerr

  	
   

  
	
   

  	
  Chairman,
  Human Resources Committee of the Board of Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



Agreed
to as of the 1st day of December, 2009:


 


 


	
   

  	
  /s/ Larry D. Zimpleman

  	
   

  
	
   

  	
  Larry
  D. Zimpleman

  	
   

  



 


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