Ex-10.31



 






EXHIBIT 10.31




SECOND AMENDMENT




to




EMPLOYMENT AGREEMENT (“AGREEMENT”)




between




TRIAD GUARANTY INSURANCE CORPORATION (“COMPANY”)




and




KEN N. LARD (“EMPLOYEE”)




dated




AUGUST 3, 2005




     WHEREAS, Company and Employee are currently parties to the Agreement; and



     WHEREAS, the parties desire to address changes in the treatment of bonus or incentive
compensation under the Agreement in view of the significant change in the duties of Employee; and



     WHEREAS, the parties desire to memorialize their understandings with respect to these changes
by amending the Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set
forth, the parties hereto agree as follows:




     1. Section 7(c)(ii) of the Amendment to the Employment Agreement dated January 1, 1997
is deleted in its entirety and the following is substituted therefore:




     “(ii) Notwithstanding anything contained herein to the contrary, the Company
also may terminate this Agreement and Employee’s employment hereunder for any reason
whatsoever, upon no less than sixty (60) days prior written notice to Employee. In
the event that the Company terminates this Agreement pursuant to the provisions of
this Section 7(c)(ii), Employee shall be entitled to receive his salary up to the
date of termination set forth in the notice of termination and a severance payment
equal to 200% of the total annual salary paid to Employee by the Company and/or TGI
during the two (2) calendar years prior to the year of termination (the “Severance
Payment”). At the option of the Company, the Severance Payment shall be payable
either in a lump sum cash payment or in twenty-four (24) monthly installments
commencing on the first day of the month following termination of this Agreement.
If for any reason any court



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determines that any of the restrictions contained in Section 8 hereof are not
enforceable, the Company shall have no obligation to pay the Severance Payment or
any remaining installment thereof to Employee.




     2. Section 10(a) of the Agreement is deleted in its entirety and the following is
substituted therefor:




     “(a) Change in Control Severance Compensation. Within two years
following a Change in Control (as defined below), in the event of (i) a material and
adverse change in the status or position of Employee as an executive officer of the
Company including, without limitation, a material diminution in duties or
responsibilities, except in connection with the incapacity of Employee, (ii) the
transfer or relocation by the Company of the office of Employee which would require
Employee to be based more than fifty (50) miles distant from the location of his
office immediately prior to such transfer or relocation, or (iii) the discontinuance
of any bonus or incentive compensation plan for which the Company or TGI has
determined Employee to be eligible and which represents a material portion of the
Employee’s annual compensation, Employee shall be entitled to terminate this
Agreement and his employment hereunder and receive from the Company a payment equal
to 200% of the total annual salary paid to Employee by the Company and/or TGI during
the two (2) calendar years prior to the year of termination (the “Change of Control
Compensation”). At the option of the Company, the Change in Control Compensation
shall be payable either in a lump sum cash payment or in twenty-four (24) monthly
installments commencing on the first day of the month following termination of this
Agreement. If for any reason any court determines that any of the restrictions
contained in Section 8 hereof are not enforceable, the Company shall have no
obligation to pay the Change in Control Compensation or any remaining installment
thereof to Employee.”




     3. Except as expressly provided in this Amendment or as necessary to effectuate its
terms, the terms of the Agreement remain unchanged.



     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly
authorized officer and Employee has signed this Amendment to be effective immediately upon
execution by each of the parties.



	 	 	 
	COMPANY:

	 	EMPLOYEE:
	TRIAD GUARANTY INSURANCE
	 	 
	     CORPORATION
	 	 
	 
	By: /s/ Ron D. Kessinger

	 	     /s/ Ken N. Lard
	Name
(Printed): Ron D. Kessinger

	 	 
      Ken
N. Lard
	Title:
Senior Executive Vice-President & COO

	 	 Date: August 4, 2005
	Date:
August 4, 2005
	 	 







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