ex1019offerletterlpriesk






Exhibit 10.19              1 Corporate Way  Lansing, MI 48951  February 10, 2021    Ms. Laura Prieskorn   1538 South Waverley   Eaton Rapids   Michigan   48827    Dear Laura:    I am pleased to extend this offer of employment with Jackson National Life Insurance Company  ("Jackson" or the "Company"). Below are the details of our offer:  1. You will serve as Chief Executive Officer of Jackson, reporting to the Group Chief  Executive, Prudential pie with effect from February 10, 2021. As the Chief Executive Officer  of Jackson you will also become a member of the Group Executive Committee until further  notice. You may also be appointed to serve as an officer or director of entities affiliated with  Jackson    2. Your base salary shall be $800,000 per year payable in bi-weekly instalments subject to  normal withholding deductions for taxes, fringe benefits, and similar items.    3. You will be eligible to receive annual bonuses based on company and individual performance.  Such bonuses will be sourced from our Jackson senior management bonus pool, which is  driven on broad enterprise measures and periodically reviewed and revised with our parent  company, Prudential pie. Your at-plan total bonus target will be 625% of your base salary.  The bonus above is normally paid in March of the year following the performance year. For  example, your 2021bonus is expected to be paid in March 2022. To receive an annual bonus,  you must remain actively employed with Jackson in good standing on the date such bonus is  paid.    4. For long term incentive compensation you will remain eligible to participate in a Long Term  Incentive Plan (LTIP) beginning with the 2021grant year. Awards are discretionary. Your  award for the 2021 grant year will have a notional value of $3,200,000 or 400% of base salary.  Further information about the LTIP program will be available when awards are granted. In  the event this description of the LTIP and your eligibility to participate is inconsistent with  the LTIP documents describing the LTIP approved from time to time by the appropriate board  and/or committee, the board and/or committee-approved documents exclusively shall govern.  





 






Ms. Laura Prieskorn   February 10, 2021  Page 2      1 Corporate Way  Lansing, MI 48951   5. In addition to the base salary and incentives above, Jackson offers a competitive benefit  package that includes group health insurance, group life insurance in the amount of two times  your annual salary, disability income insurance, retirement benefits, paid time off, and a  number of other programs. You will be eligible to receive a tuition benefit for your dependent  children. This will be provided in line with the US policy in force at the time. Jackson reserves  the right to change any of its benefits and incentive plans and programs at any time.  6. During your tenure as a member of the Group Executive Committee you will be provided  with pension benefits of 13% of salary. Part of this benefit will be delivered as a mandatory  profit sharing contribution to the 401(k) Jackson Defined Contribution Retirement Plan,  which is a requirement for all Jackson employees. The profit sharing contribution will be  between 4% and 6% of pensionable pay (up to $19,500 for 2021, on a full year basis). The  balance will be delivered to you as a monthly pension supplement, subject to the normal  deductions.  For the purposes of determining your monthly pension supplement payments, it will be  assumed that the full 6% profit sharing contribution is received. If the actual profit sharing  contribution for the year is less than this, then you will receive a balancing payment in respect  of the difference.  You will also be eligible to make voluntary contributions to the 401(k) Jackson Defined  Contribution Retirement Plan should you so wish.  In addition, you will receive a death in service benefit equal to 2 times your basic salary. This  may be subject to medical underwriting.  7. You will also remain eligible for compensated personal time off (PTO) above Jackson's  standard offering as described in this paragraph based on the higher of i) 30 total PTO days  (25 standard plus 5 additional as an officer) and 10 regular holidays. and ii) your allocation  determined by your years of service under Jackson's policies.    8.  During your tenure as a member of the Group Executive Committee you will be subject to a  share ownership guideline of 100% of salary. You are expected to meet this guideline within  five years of your date of appointment to the role of the Chief Executive Officer of Jackson.    9. You will be an "at will" employee of the Company, which means you are free to resign or leave  employment at any time, and the Company is free to terminate your employment at any time, with  or without cause. You will also be required to continue to comply with the Confidentiality of  Company Information Agreement that you signed previously. Depending on your role your  personal investment trading activities may be limited and/or required to be disclosed to the  Company due to certain information to which you will be deemed to have access.        





 






    Ms. Laura Prieskorn   February 10, 2021  Page 3   1 Corporate Way  Lansing, MI 48951    And finally, employment at Jackson is contingent on a negative drug screening and favorable  background investigation. Mitchell Williams is coordinating the updated background  investigation for the Michigan Regulator, and we will let you know if there is any information  which they need to complete this activity.     





 






    Ms. Laura Prieskorn   February 10, 2021  Page 4   1 Corporate Way  Lansing, MI 48951    Laura, we are very excited to work with you at Jackson and look forward to a mutually  rewarding working relationship. Please acknowledge your acceptance of this offer by signing,  dating and returning a copy to me no later than February 10, 2021. If you have questions  about this offer, please do not hesitate to contact me.      Sincerely,      Mike Wells  Group Chief Executive, Prudential plc    Enclosure    I accept Jackson National Life Insurance Company's offer on the above terms and