exv10w50



 





Exhibit 10.50




AMENDMENT NO. 1 TO




AMERICAN
PHYSICIANS ASSURANCE CORPORATION





EXECUTIVE EMPLOYMENT AGREEMENT




     THIS AMENDMENT, dated October 24, 2007, amends the Employment Agreement between American
Physicians Assurance Company (the “Company”) and [ ] (the “Executive”) dated
as of [ ] (the “Employment Agreement”).



     WHEREAS, certain of the compensation payable under the Employment Agreement is subject to
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); and



     WHEREAS, the Company and the Executive desire to clarify the application of Code Section 409A
to the Employment Agreement, effective as of January 1, 2007; and



     WHEREAS, prior to January 1, 2007, the Employment Agreement was administered in good faith
compliance with Code Section 409A based on IRS guidance in effect during such time-period.



     NOW THEREFORE, the Employment Agreement is amended as set forth below.




	 	1.	 	Section 5(f) “BUSINESS EXPENSES” is amended with the addition of the following
sentence at the end of the paragraph:
	 
	 	 	 	Business expenses shall be submitted to the Company and paid no later than the end
of the calendar year in which they are incurred.
	 
	 	2.	 	The introductory paragraph in 7(d) “INVOLUNTARY TERMINATION/ CHANGES OF
CONTROL” is amended and restated in its entirety to read as follows:
	 
	 	 	 	INVOLUNTARY TERMINATION/CHANGE OF CONTROL. In the event the Executive’s employment
is involuntarily terminated under Section 6(d) or 6(c), the Company shall pay or
provide to the Executive, subject to the Executive signing and delivering to the
Company a release and separation agreement reasonably acceptable to the Company,
which shall become final and binding no later than 30 days following the Date of
Termination.
	 
	 	3.	 	Section 7(d)(vii) relating to attorney fees is amended with the addition of the
following sentence at the end of the paragraph:
	 
	 	 	 	The reimbursement of attorney fees shall occur no later than the end of the
calendar year following the calendar year in which the attorney fees are incurred.
	 
	 	4.	 	Section 7(d) (viii) “Specified Employee Delay in Payments” is added to the
Employment Agreement to read as follows:





 









 






	 	viii.	 	Specified Employee Delay in Payments – If the Executive is a
“Specified Employee” as defined in Treasury Regulation 1.409A-1(i) at the time
of termination of employment, and the application of Code Section 409A would
require compensation under the Employment Agreement that normally would be
payable to the Executive during the first six months after termination of
employment to be delayed, any delayed payments shall be aggregated and paid to
the Executive in a lump sum on the first business day after the lapse of six
months following the Executive’s termination of employment.





     IN WITNESS WHEREOF, American Physicians Capital, Inc. has caused this AMENDMENT No. 1 to be
executed on this the 25th day of October, 2007.



	 	 	 	 	 	 	 
	EXECUTIVE	 	AMERICAN PHYSICIANS  


ASSURANCE CORPORATION
	 
	 	 	 	 	 	 
	 

	 	BY:	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 	 	AMERICAN PHYSICIANS CAPITAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY: