Amendment to Change of Control Agreement - Bryce



 Exhibit 10.4 

 

 

 1601 Market Street 
 Philadelphia, Pennsylvania 
 19103.2337 
 800 523.1988 
 215 564.6600 
 December 8, 2008 
 Teresa Bryce 
 c/o Radian Group, Inc. 
 1601 Market Street 
 Philadelphia, PA 19103 
  

	Re:	Change in Control Agreement – Section 409A 

 Dear Teresa: 
 You and Radian Group Inc. (including any successor, the “Company”) are parties to an Agreement dated
November 14, 2006 (the “Agreement”), which provides you with certain rights in the event of a Change of Control (as defined in the Agreement) of the Company, As a result of recent changes to the tax laws, the Agreement is subject to
section 409A of the Internal Revenue Code of 1986, as amended (“Code”). 
 In order to comply with section 409A of the Code, the
parties agree that the Agreement is hereby amended as follows: 
  

	1)	Section l(h) is amended by revising subsection (ii) to read as follows: 

 (ii) initiated by the Executive upon or within ninety (90) days after one or more of the following events, each of which
constitutes “Good Reason” for purposes of this Agreement, so long as the Executive has given the Company written Notice of Termination of such event during the ninety (90) day period and the Company has not cured such event within
thirty (30) days of such Notice of Termination: 
 (A) any material breach by the Company of this
Agreement, including without limitation any failure of the Company to obtain an agreement from any successor of the Company to perform this Agreement in accordance with Section 15 hereof. 
 (B) any change resulting in a material diminution of the authority, duties or responsibilities of the Executive, including
without limitation any removal by the Company of the Executive from the employment grade or officer positions which the Executive holds as of the effective date hereof, except in connection with promotions to a higher office; 









 

 

  

 (C) any material reduction in the Executive’s base salary, which,
for purposes of this Agreement, means a reduction in base salary of ten percent (10%) or more that does not apply generally to all similarly situated executive officers of the Company; or 
 (D) any material change in the geographic location at which the Executive must perform services under this Agreement, which,
for purposes of this Agreement, means a requirement that the Executive be based at any office or location which is located more than fifty (50) miles from the location where the Executive was based prior to the change in location or a
requirement that the Executive undertake business travel to an extent substantially greater than is reasonable and customary for the position Executive holds. 
  

	2)	Section 2 is amended by adding a sentence to the end to read as follows: 

 The Executive must provide a written Notice of Termination with respect to a termination for Good Reason to the Company within ninety
(90) days after the event constituting Good Reason has occurred. The Company shall have a period of thirty (30) days in which it may correct the act, or the failure to act, that gave rise to the Good Reason event as set forth in the
Executive’s Notice of Termination. If the Company does not correct the act, or the failure to act, the Executive must terminate her employment for Good Reason within thirty (30) days after the end of the cure period, in order for the
termination to be considered a Good Reason termination. 
  

	3)	Section 3 is amended by revising Section 3(c) to read as follows: 

 (c) In the event of a Qualifying Termination, the Company shall permit the Executive and her spouse and eligible dependents
to obtain the same health, medical and dental benefits under the Company’s medical plan in effect at the date of her termination (with such coverage to be provided in a manner such that the coverage is non-taxable to the Executive), as the same
may be changed by the Company from time to time for employees generally, for the Coverage Period (as defined below). The coverage shall be provided as follows: 
 (1) The “Coverage Period” for the Executive shall be the period beginning on her Termination Date and continuing
until the first to occur of (i) the date the Executive first becomes eligible to be covered by any other “group health plan,” as described in section 4980B(g)(2) of the Code, or (ii) the last day of the thirty-six (36) month
period following her Termination Date. The Executive shall notify the Company of her eligibility for alternate coverage as described above within thirty (30) days of becoming eligible for any such coverage. 
 (2) The Executive shall pay the full monthly premium cost of medical coverage under this Section 3(c) for the Coverage
Period. The monthly premium cost shall be the monthly COBRA premium during the COBRA health care continuation coverage period under section 4980B of the Code (the “COBRA Period”). The COBRA Period shall run concurrently with the Coverage
Period. 
  

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 (3) During the portion of the Coverage Period in which the Executive
continues to receive coverage under the Company’s medical plan, the Company shall pay the Executive an amount equal to the premium cost described in subparagraph (2) above, minus the same employee contribution rate as is paid by Company
employees for medical coverage, as in effect from time to time, which payment shall be made in advance on the first payroll day of each month, commencing with the month immediately following the Executive’s date of termination, provided that
the first such payment shall be made within thirty (30) days after the Executive’s termination date. 
  

	4)	A new Section 3(d) is added to the Agreement to read as follows: 

 (d) In the event of a Qualifying Termination, the Company shall pay the Executive a lump sum cash payment equal to the cost
that the Company would incur for life, disability and accident insurance coverage (as calculated below) for the thirty-six (36) month period following the Executive’s Termination Date, less the premium charge that is paid by active Company
employees for such coverage as in effect on the Executive’s Date of Termination. The monthly cost of disability, life and accident insurance coverage shall be calculated based on the Company’s monthly cost of such coverage on the
Executive’s Date of Termination. The cash payment under this subsection (d) shall be made within fifteen (15) days after the Termination Date. 
  

	5)	Section 13 is amended by adding the following provision to the end of existing text: 

 For purposes of reducing the aggregate amount of payments and benefits provided under the Agreement to eliminate excise tax liability (as
provided in the prior sentence), the reduction shall be made in a manner consistent with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts
shall be reduced on a pro rata basis but not below zero. The Gross-Up Payment shall be paid to the Executive within ten (10) days after the independent public accountant’s determination, but in no event later than the date on which the
Company remits the related taxes to the taxing authorities, in accordance with section 409A of the Code. 
  

	6)	A new Section 23 is added to the end to read as follows: 

  

	23.	Section 409A Addendum 

 (a) This Agreement is intended to comply with section 409 A of the Code and its corresponding regulations, or an exemption, and payments may only be made under this Agreement upon an event and in a manner
permitted by section 409A of the Code, to the extent applicable. Severance benefits under the Agreement are intended to be exempt from section 409A of the Code under the “separation pay exception,” to the maximum extent applicable. Any
payments that qualify for the “short-term deferral” exception or another exception under section 409A of the Code shall be paid under the applicable exception. Notwithstanding anything in this Agreement to the contrary, if required by

  

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section 409A of the Code, if the Executive is considered a “specified employee” for purposes of section 409A of the Code and if payment of any amounts under this Agreement is required
to be delayed for a period of six months after separation from service pursuant to section 409A of the Code, payment of such amounts shall be delayed as required by section 409A of the Code, and the accumulated amounts shall be paid in a lump sum
payment within ten (10) days after the end of the six (6) month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A of the Code shall be paid to the
personal representative of the Executive’s estate within sixty (60) days after the date of the Executive’s death. 
 (b) All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code. For purposes of section 409A
of the Code, the right to a series of payments under this Agreement shall be treated as a right to a series of separate payments. In no event may the Executive, directly or indirectly, designate the calendar year of a payment. All reimbursements and
in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the
period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided,
in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in kind
benefits is not subject to liquidation or exchange for another benefit. 
  

	7)	In all respects not amended, the Agreement is hereby ratified and confirmed. 

 Please confirm that this letter agreement accurately sets forth our agreement with respect to the foregoing matters by signing the enclosed copy of this letter in the space provided below and returning it
to the Company. 
 Very truly yours, 
  

			
	Radian Group, Inc.
		
	By	 	  



			
	As its	 	  

	
	 CONFIRMED AND AGREED
 as of the date first set forth above:

	
	 /s/ Teresa A. Bryce

	Teresa A. Bryce

  

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