exv10w1






Exhibit 10.1




April 27, 2011




Stephan Kiratsous

[address intentionally omitted]


Dear Stephan:




     We are most pleased to extend to you this offer to join our executive management team. This
letter agreement (the “Letter Agreement”) will formally set forth the terms of your employment with
Delphi Capital Management, Inc. (the “Company”).



     1. Start Date. Provided that you execute this Letter Agreement, and subject to
satisfactory completion of a background check, your employment shall commence on or about August 1,
2011 or such other date on which we mutually agree.



     2. Responsibilities. Upon the approval by the Board of Directors of the Company’s
parent company, Delphi Financial Group, Inc. (“DFG” and, together with the Company and the other
subsidiaries of DFG, the “Companies”) of your appointment to such position, which shall be
effective upon your commencement of employment with the Company, you will serve as Executive Vice
President and Chief Financial Officer of DFG and of the Company. Such appointment shall be
submitted to DFG’s Board of Directors for approval at its meeting to be held on May 11, 2011. In
such capacity, you shall have such authority and perform such tasks as Robert Rosenkranz, the Chief
Executive Officer of DFG or his successor (the “CEO”), and/or I (or my successor) assign to you
from time to time relating to the Companies. In connection with the performance of the duties of
your position, you shall comply with such rules of conduct as are from time to time in effect with
regard to the employees of the Companies at your level, including but not limited to DFG’s Code of
Conduct and Code of Ethics for Senior Financial Officers.



     3. Compensation. Your compensation shall be as follows:



          (a) Base Salary. You will receive a base salary (“Base Salary”) at an annual rate
equal to that of the base salary paid to the CEO, as in effect from time to time, payable in
accordance with the regular payroll practices of the Company. Presently, such rate is $890,000 per
annum.







 









 








          (b) Cash Bonus. You will be eligible to receive an annual cash bonus (a “Cash
Bonus”) pursuant to DFG’s Annual Incentive Compensation Plan (the “Annual Plan”). Under the Annual
Plan, the Cash Bonus payable to you for a particular year will depend on the extent to which one of
more goals adopted by the Compensation Committee of DFG’s Board of Directors (the “Compensation
Committee”) for such year are satisfied, subject in all events to the ability of the Compensation
Committee to exercise negative discretion to reduce or eliminate the amount of any Cash Bonus that
would be earned by reason of the satisfaction of such goals. For this purpose, the goals
applicable to a particular year will generally be the same as those which relate to the CEO’s and
my potential cash bonuses for such year. However, subject to the last sentence of this paragraph
3(b) and to paragraph 5 below, the minimum amount of the Cash Bonus payable to you with respect to
calendar year 2011 will be $875,000 (the “2011 Cash Bonus”). The target level of the Cash Bonus
for each year subsequent to 2011 shall be equal to fifty percent (50%) of the corresponding cash
bonus to the CEO for such year, provided that if a Committee Determination (as such term is defined
in paragraph 3(d) below) occurs, such target percentage shall thereafter be equal to sixty percent
(60%). The Cash Bonus will be payable in accordance with the regular payroll practices of the
Company and you must be continue to be employed on the date cash bonuses are paid to
executive-level employees of the Company for the applicable year to be eligible to receive a Cash
Bonus for such year, subject to paragraph 5 below.




          (c) Share-Based Awards. You will be eligible for an annual share-based award (a
“Share-Based Award”), one-half of which consists of restricted share units (“RSU’s”) of DFG’s Class
A Common Stock (the “Stock”) and one-half of which consists of options to purchase the Stock
(“Options”) having an exercise price per share equal to the closing price of the Stock on the New
York Stock Exchange (the “Closing Price”) on the effective date of such award, in each case in a
number determined in the discretion of the Compensation Committee. However, subject to the last
sentence of this paragraph 3(c) and to paragraph 5 below, the minimum Share-Based Award to you for
2011 (the “2011 Share-Based Award”) shall consist of (i) a number of RSU’s determined by dividing
the amount of $780,000 by the Closing Price on the effective date of such award and (ii) a number
of Options determined by dividing the amount of $2,340,000 by the Closing Price on such date, each
as established by formal action of the Compensation Committee. The target level of the Share-Based
Award for each year subsequent to 2011 shall be equal to fifty percent (50%) of the corresponding
share-based award to the CEO for such year, provided that if a Committee Determination occurs, such
target percentage shall thereafter be equal to sixty percent (60%). You must continue to be
employed on the date on which annual share-based awards are made to executive-level employees of
the Company to be eligible to receive a Share-Based Award on such date.




          (d) Committee Determination. For purposes of the preceding paragraphs 3(b) and 3(c),
a “Committee Determination” shall mean the determination of the Compensation Committee, as
evidenced by a formal resolution adopted by such committee, that you have been instrumental in the
implementation by DFG or one of its subsidiaries of a specific acquisition, financing, strategic
relationship or other transaction that results in significant financial or






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positional benefits to DFG and which, in the context of typical executive management performance
evaluation processes, would be viewed as warranting a merit pay increase.




          (e) Special Payment and Grants upon Commencement of Employment. Effective on or
about the date on which your employment commences, subject to formal action by the Compensation
Committee, you will receive (i) a cash payment of $500,000, (ii) a number of options determined by
dividing the amount of $1,500,000 by the Closing Price on the effective date of such award (the
“Special Stock Option Grant”) having an exercise price per share equal to such Closing Price and
(iii) a number of RSU’s determined by dividing the amount of $1,500,000 by the Closing Price on the
effective date of such award (the “Special RSU Grant”).




          (f) Terms of Options and RSU’s. The terms of all Options and RSU’s granted to you
shall be subject to the provisions of DFG’s 2003 Employee Long-Term Incentive and Share Award Plan,
as amended from time to time (the “Plan”), and to such additional terms as are set forth in the
Award Agreement (as such term is defined in the Plan) relating to the applicable grant. Such
terms, including but not limited to those relating to vesting, forfeiture and, in the case of
RSU’s, the timing of the delivery of the underlying shares of the Stock, will correspond in all
material respects to those of the Options and RSU’s granted to me concurrently with the applicable
grants to you, and, in the case of the grants contemplated by clauses (ii) and (iii) of the
preceding paragraph 3(e), such terms will be in accordance with the form of Special Award Agreement
attached to this Letter Agreement as Exhibit A (the “Special Award Agreement”).




          (g) Withholdings. All payments made pursuant to this Letter Agreement shall be
subject to applicable withholdings for federal, state and local taxes and to any withholdings
elected by you pursuant to any of the Companies’ benefit plans or programs in which you are
eligible to participate.




     4. Benefits. You shall be eligible to participate in such benefit plans or programs
of the Companies as may exist from time to time to the same extent as other persons employed by the
Company at your level, subject in all events to the terms of such plans and programs, which may be
amended from time to time or terminated at any time.



     5. Termination of Employment. Your employment shall be “at will,” which means that
either the Company or you may terminate your employment at any time, for any reason, or for no
reason, with or without notice. You agree to provide the Company with one month prior notice if
you resign. In the event that your employment terminates for any reason, you shall receive your
Base Salary through the date of the termination of your employment. You will not be entitled to
any Cash Bonus, Share-Based Award or additional compensation for the year in which your employment
terminates (or any portion thereof) unless otherwise determined by the Compensation Committee in
its sole discretion, provided, however, in the event your employment is terminated by the Company
other than for Cause (as defined in the Special Award Agreement) or by you for Good Reason (as
defined in the Special Award Agreement), in



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either case prior to the payment of the 2011 Cash Bonus or the granting of the 2011 Share-Based
Award, you will be paid the 2011 Cash Bonus and receive the 2011 Share-Based Award no later than
the last day on which you are employed by the Company.




     6. Confidential Information. You acknowledge that you shall acquire during your
employment Confidential Information (as defined below) regarding the businesses of the Companies.
Accordingly, you agree that, without the prior written consent of the Company, you shall not at any
time disclose to any unauthorized person or otherwise use any such Confidential Information except
as necessary in furtherance of your employment duties. “Confidential Information” means non-public
information concerning the Companies and their affiliated and related entities, including but not
limited to their operations, systems, services, personnel, compensation, marketing, financial
affairs, investment and trading performance, philosophies, strategies and techniques, structure,
products, product development, transaction and financing structures, technology, software, systems,
valuation, risk and other models and analysis, research, credit files, risk management tools,
portfolio composition, trading parameters and risk limits, service providers, data sources and
contractual and other business relationships.



     7. Company Property. You acknowledge that all property, originals and copies of
materials, records and documents (including materials maintained electronically) generated by you
or coming into your possession or under your control during your employment, including but not
limited to those containing or relating to Confidential Information, are the sole property of the
Companies. Upon the termination of your employment for any reason, or upon the request of the
Company at any time, you will promptly deliver all copies of such materials to the Company. At no
time will you make or store any copy of any record, file, memorandum, document, equipment or other
item relating to the businesses of the Companies, including but not limited to any computer data
related to the foregoing, except as necessary in furtherance of your employment duties.



     8. Work Product. You agree that all ideas, inventions, discoveries, systems,
interfaces, protocols, concepts, formats, suggestions, creations, developments, arrangements,
designs, programs, products, processes, investment strategies, materials, computer programs or
software, data bases, improvements, valuation models, risk management tools and other tangible and
intangible properties related to the businesses of the Companies conceived, made or developed
during your employment, whether conceived by you alone or working with others (collectively, the
“Work Product”), shall be owned by, and belong exclusively to, the Companies. You hereby assign to
the Companies your entire rights to the Work Product and agree to execute any documents and take
any action reasonably requested by any Company to protect the rights of such Company in any Work
Product.



     9. Non-Solicitation. During your employment and for a six month period following the
termination of your employment for any reason, you shall not directly or indirectly, on behalf of
yourself or any other person (i) solicit, induce or encourage the resignation of any member,
partner or employee of any of the Companies, or any individual who was a member, partner or
employee of any of the Companies at any time during the six (6) month period immediately prior



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to the termination of your employment; (ii) interfere in any way with the relationship between any
of the Companies and any member, partner or employee or any individual who was a member, partner or
employee of a Company at any time during the six (6) month period immediately prior to the
termination of your employment; or (iii) hire, or assist any other person in hiring, any member,
partner or employee of any of the Companies or any individual who was a member, partner or
employee of any of the Companies at any time during the six (6) month period immediately prior to
the termination of your employment.




     10. Non-Disparagement. You agree that you will not at any time, either during or
following the termination of your employment for any reason, publish or communicate in any manner
any statements that disparage any of the Companies or any director, officer, employee or other
affiliated or related person of any of the Companies.



     11. Remedy for Breach. You hereby acknowledge that the provisions of paragraphs 6, 7,
8, 9 and 10 are reasonable and necessary for the protection of the Companies and their affiliated
and related persons and entities, which will be irreparably harmed if such covenants are not
specifically enforced. Accordingly, you agree that, in addition to any other relief to which the
Companies may be entitled, including claims for damages, the Companies shall be entitled to seek
and obtain injunctive relief (without the requirement of any bond) from a court of competent
jurisdiction for the purpose of restraining you from an actual or threatened breach of such
covenants.



     12. Miscellaneous.



          (a) No Other Restrictions; No Violations. You represent, warrant and covenant that
(i) you are not a party to or subject to any restrictive covenants, legal restrictions or other
agreements or obligations in favor of any entity or person, other than your covenants with your
present employer not to solicit its employees or clients for a period of sixty days following your
termination of employment, including but not limited to non-competition agreements,
non-solicitation agreements or confidentiality agreements, where the effect of such covenants,
restrictions, agreements or obligations would be to preclude, inhibit, impair or limit your ability
to perform your obligations under this Letter Agreement in any way, (ii) your employment hereunder
does not and will not violate the terms of any agreement to which you are a party and (iii) you
will not, in the course of your employment, make use of, or disclose to any Company, any
information, data or other intellectual property obtained by or disclosed to you in the course of
any former employment or provision of services to any person or entity in a manner that would
violate any restrictive covenants, legal restrictions or other agreements or obligations in favor
of any entity or person.




          (b) Entire Agreement; Third Party Beneficiaries. This Letter Agreement supersedes any
and all existing agreements, oral or written, relating to the employment and relationship
contemplated hereby. You expressly acknowledge and agree that each of the Companies not a named
party hereto is an intended third party beneficiary of this Letter Agreement and shall be entitled
to enforce the provisions hereof to the same extent as if it were a named party hereto.







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          (c) Amendments and Waivers. No provision of this Letter Agreement may be amended,
modified, waived or discharged except as agreed to in writing by the parties hereto. The failure
of a party to insist upon strict adherence to any term of this Letter Agreement on any occasion
shall not be considered a waiver thereof or deprive that party of the right thereafter to insist
upon strict adherence to that term or any other term of this Letter Agreement.




          (d) Survival. Paragraphs 6 through 12 of this Letter Agreement shall survive the
termination of your employment.




          (e) Governing Law and Venue. This Letter Agreement shall be governed and construed in
accordance with the laws of the State of New York applicable to agreements made and to be performed
entirely within such state, without regard to conflicts of laws principles. The parties agree
irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal
jurisdiction exists, the state courts, located in New York City, New York, for the purposes of any
suit, action or other proceeding brought by any party arising out of this Letter Agreement and
hereby waive, and agree not to assert in any manner, in any such suit, action, or proceeding, any
claim that such party is not personally subject to the jurisdiction of the above-named courts, that
the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper, or that the provisions of this Letter Agreement may not be
enforced in or by such courts.




          (f) Severability. If any provision of this Letter Agreement is invalid or
unenforceable, the balance of this Letter Agreement shall remain in effect. You acknowledge that
the restrictive covenants contained in paragraphs 6, 7, 8, 9 and 10 hereof are a condition of this
Letter Agreement and are reasonable and valid in geographical and temporal scope and in all other
respects.




          (g) Judicial Modification. If any court or arbitrator determines that any of the
covenants in paragraphs 6, 7, 8, 9 and 10 hereof or any part of any of them, is invalid or
unenforceable, the remainder of such covenants and parts thereof shall not thereby be affected and
shall be given full effect, without regard to the invalid portion. If any court or arbitrator
determines that any of such covenants, or any part thereof, is invalid or unenforceable because of
the geographic or temporal scope of such provision, such court or arbitrator shall reduce such
scope to the extent necessary to make such covenants valid and enforceable.




          If the foregoing correctly sets forth the terms of your employment, please confirm your
acceptance of such employment by signing where indicated below. We are very excited about the
prospects of working together to build a better Delphi.




[SIGNATURE PAGE FOLLOWS]






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	 	Very truly yours,



DELPHI CAPITAL MANAGEMENT, INC.

 	 
	 	By:  	 	 
	 	 	Donald A. Sherman 	 
	 	 	President and Chief Operating Officer 	 
	 
	 	DELPHI FINANCIAL GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Donald A. Sherman 	 
	 	 	President and Chief Operating Officer 	 
	 



	 	 	 	 	 
	Confirmed and accepted:

 	 
	 	 
	Stephan Kiratsous 	 
	 	 
	 




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Exhibit A




                    , 2011




Mr. Stephan Kiratsous

Delphi Capital Management, Inc.

590 Madison Avenue, 30th Floor

New York, NY 10022



Re:      Award Agreement



Dear Stephan:




     This letter will serve as notice of separate awards (collectively, the “Awards”) of Options
and Restricted Share Units that have been made to you pursuant to the provisions of the Delphi
Financial Group, Inc. (the “Company”) 2003 Employee Long-Term Incentive and Share Award Plan, as
amended (the “Plan”), by action of the Compensation Committee of the Board of Directors of the
Company (the “Committee”), effective _________, 2011, the terms and conditions of which are
described herein. All capitalized terms used but not defined herein shall have the meanings given
to them in the Plan.



     Pursuant to Section 5(b) of the Plan, you have been granted options to purchase up to ______
shares of the Company’s Class A Common Stock at the price of $____ per share (the “Options”), which
was the fair market value of such stock as of ________, 2011, the date of such grant, as determined
under the Plan.



     The Options shall become exercisable in five equal and cumulative annual installments of
one-fifth (20%) per year, beginning on _________ [first anniversary of grant date to be inserted],
2012. In addition, if your employment with the Company is terminated by the Company other than for
Cause or by you for Good Reason, the Options shall become exercisable in their entirety, effective
as of the date of such termination. If not exercised sooner, the Options will terminate at the
close of business on _________ [tenth anniversary of grant date to be inserted], 2021 or under the
circumstances otherwise provided in the Plan. The Options are in all respects subject to each of



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the terms and conditions of the Plan, a copy of which is attached hereto as Exhibit A.




     In addition, pursuant to Section 5(d) of the Plan, you have been awarded _______ Restricted
Share Units (the “Units”), which are subject to the following terms and conditions:



     The Units entitle you to receive ______ shares of the Company’s Class A Common Stock (the
“Stock”) upon the earliest of (a) your death or Disability (as defined below), (b) the expiration
of any such Delay Period (as defined below) as may be required by the penultimate paragraph of this
letter following your “separation from service” (which term, as used herein, shall have the
definition contained in Treas. Reg. § 1.409A-1(h)) with the Company (i) by reason of your
Occupational Disability (as defined below) that does not also qualify as a Disability (as defined
below) or normal retirement in accordance with the policies set by the Company’s Board of Directors
(the “Board”), (ii) by the Company other than for Cause, (iii) by you for Good Reason, or (iv) for
any reason following a Change of Ownership of the Company, (c) an event or condition that
constitutes both a Change of Ownership of the Company and a “change in control event” (which term,
as used herein, shall have the definition contained in Treas. Reg. 1.409A-3(i)(5)(i)) with respect
to the Company, and (d) with respect to the Applicable Vested Percentage of such number of shares
of the Stock only, upon the expiration of such Delay Period as may be required by the penultimate
paragraph of this letter following your “separation from service” with the Company for any reason.
The “Applicable Vested Percentage,” with respect to the Units, shall be equal to zero until
_________ [third anniversary of grant date to be inserted], 2014, at which time such percentage
will increase to thirty-three and one-third percent (33 1/3%), with such percentage to increase by
an additional 33 1/3% on each of
________ [fourth anniversary of grant date to be inserted], 2015
and _________ [fifth anniversary of grant date to be inserted], 2016, on which date such percentage
will be equal to one hundred percent. In each case where the application of the percentage set
forth in the preceding sentence would result in an entitlement to a number of shares of the Stock
that is not a whole number, such number shall be rounded down to the nearest whole number.



     However, if your employment with the Company terminates other than (a) by the Company not for
Cause or by you for Good



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Reason, (b) due to your death, Disability, Occupational Disability, or normal retirement in
accordance with the policies set by the Board, or (c) for any reason following a Change of
Ownership of the Company, the Units will, except as to the Applicable Vested Percentage thereof
then in effect, be forfeited to the Company. In addition, notwithstanding anything set forth above
or otherwise in this letter, if your employment is terminated by the Company for Cause, the Units
will be forfeited to the Company.




     For purposes of the foregoing, with respect to each of the Options and the Units, as
applicable:



          “Cause” means (a) conviction of a felony or other crime involving fraud, dishonesty or moral
turpitude, (b) fraud with respect to the business of the Company, or (c) gross neglect of duties of
your office specified in writing by the Board. For purposes hereof, you shall not be deemed to
have been terminated for Cause until the later to occur of (i) the 30th day after notice of
termination is given to you and (ii) the delivery to you of a copy of a resolution duly adopted by
the affirmative vote of not less than a majority of the members of the Board at a meeting called
and held for that purpose, and at which you together with your counsel were given an opportunity to
be heard, finding that you were guilty of conduct described in this definition of “Cause”, and
specifying the particulars thereof in detail.




          “Good Reason” means your voluntary termination of employment within 120 days after the
occurrence without your express written consent of any of the following events, provided that you
give notice to the Company at least 30 days in advance requesting that the situation be remedied,
and the situation remains unremedied upon expiration of such 30-day period: (i) your removal from,
or any failure to elect (or, as the case may be, reelect) you to, the positions of Executive Vice
President and Chief Financial Officer of the Company, except in connection with your termination
for Cause, Occupational Disability, or Disability or termination by you other than for Good Reason;
(ii) reduction in your rate of base salary for any fiscal year to less than 100 percent of the rate
of your base salary currently in effect; (iii) failure of the Company to continue in effect any
retirement, life insurance, medical insurance or disability plan in which you are presently
participating unless the Company provides you with a plan or plans that provide






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substantially comparable benefits; (iv) a Change of Ownership; or (v) any purported
termination by the Company of your employment for Cause that is not effected in compliance with the
definition of “Cause” above.




          “Occupational Disability” means an illness, injury, accident or condition of either a physical
or psychological nature as a result of which you are unable to perform substantially the duties and
responsibilities of your position for 180 days during a period of 365 consecutive calendar days.




          You will be deemed to have a “Disability” if you (i) are unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months, or (ii) are, by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less than 3 months under
an accident and health plan covering employees of the Company.




          In the event that a dividend is paid or property is distributed (including, without
limitation, shares of Stock) with respect to a share of the Stock while a Unit is outstanding, you
will receive with respect to each Unit then outstanding: (a) in the case of a cash dividend, or a
distribution of property other than stock, dividend equivalents in cash or such property which
shall be paid within the calendar month in which the dividend or distribution is paid; and (b) in
the case of a stock dividend, a number of additional Units equal to the number of whole or
fractional shares of Stock that would have been paid if the Units had been Stock outstanding on the
date of distribution.




          In the event of a stock split (other than where effected pursuant to a stock dividend) or
combination of shares, recapitalization or other change in the Company’s capitalization, or other
distribution to common stockholders other than normal cash dividends, the Committee will make any
appropriate adjustments to the number and kind of shares of stock or securities to which the Units
relate. The Committee may also make appropriate adjustments to take into account mergers,
consolidations, acquisitions, dispositions or similar






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corporate transactions if it is determined by the Committee that adjustments are appropriate
to preserve (but not enhance) the value of the Units.




          In the event it shall be determined by the Company’s independent auditors that any payment or
distribution made, or benefit provided (including, without limitation, the acceleration of any
payment, distribution or benefit and the acceleration of vesting of any of the Units), by the
Company to or for your benefit (whether paid or payable or distributed or distributable pursuant to
the terms hereof or otherwise, but determined without regard to any additional payments required
pursuant hereto) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the “Code”) (or any similar excise tax) or any interest
or penalties are incurred by you with respect to such excise tax (such excise tax, together with
any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”),
then you shall be entitled to receive an additional payment (a “Gross-Up Payment”), to be made no
later than the end of the calendar year in which you make payment of the Excise Tax (notice of
which payment shall be provided by you to the Company), in an amount such that after payment by you
of all taxes (including any Excise Tax, income tax or payroll tax) imposed upon the Gross-Up
Payment and any interest or penalties imposed with respect to such taxes, you retain from the
Gross-Up Payment an amount equal to the Excise Tax imposed upon the Payments.




          The Units may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed
of prior to the time, if any, that you become entitled to receive shares of Stock as provided
herein other than by will or the laws of descent and distribution.




          The Options and the Units are subject to the terms and conditions of the Plan, as supplemented
and modified by the terms of this letter. In the event of any conflict between the terms of the
Plan and the terms of this letter as regards the Options or the Units, the terms of this letter
shall prevail.




          It is intended that the Awards and this letter will comply with Section 409A of the Code and
any regulations and guidelines issued thereunder, to the extent subject thereto, and this letter
shall be interpreted on a basis consistent with such






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intent. Notwithstanding any provision to the contrary in this letter, if you are, on the date
of your “separation from service”, a “specified employee” within the meaning of that term under
Treas. Reg. Section 1.409A-1(i), then with regard to any distribution of Stock for which clauses
(b) or (d) of the fifth paragraph of this letter provide, such distribution shall not be made prior
to the earlier of (i) the expiration of the six (6)-month period measured from the date of your
“separation from service” or (ii) the date of your death (the “Delay Period”). Upon the expiration
of the Delay Period, all distributions delayed pursuant to this paragraph shall be made to you in a
single lump sum. The Company shall not have any obligation to indemnify or otherwise protect you
from any obligation to pay any taxes pursuant to Section 409A of the Code.




          Please confirm your consent to and acceptance of the terms and conditions of the Awards set
forth above, and your acknowledgement that such Awards satisfy the requirements of clauses (ii) and
(iii) of paragraph 3(e) of the letter agreement between the Company’s subsidiary, Delphi Capital
Management, Inc., and you dated April __, 2011, by signing and dating both counterparts of this
letter and returning one to me. The other counterpart may be retained for your files.




Very truly yours,




Chad W. Coulter

Senior Vice President,

General Counsel and Secretary



Agreed to and accepted:




	 	 	 
	 
	 

Stephan Kiratsous

	 	Date:                                         







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