Exhibit 10.1


 


[Protective Letterhead]


 


May 1, 2020


 


Mr. Carl S. Thigpen


Executive Vice President and Chief Investment Officer

Protective Life Corporation

2801 Highway 280 South

Birmingham, AL 35223


 


Re:       Consulting Agreement


 


Dear Carl:


 


In anticipation of
your ceasing to serve as Executive Vice President and Chief Investment Officer of Protective Life Corporation (“Protective”),
the purpose of this Consulting Agreement (this “Letter”) is to set forth our mutual understanding regarding
your provision of certain consulting services to Protective beginning June 13, 2020, following your retirement on June 12, 2020
(your “Separation from Service”). Given your long tenure and service as a senior officer of Protective, Protective
seeks to engage you as an independent contractor to be called upon, as needed, to provide the consulting and business transition
services described below.


 


1.          Consulting
Services. You will perform “Consulting Services” for Protective from June 13, 2020 through December 31, 2020 (the
 “Consulting Period”). Consulting Services means such services as may be requested from time to time by Protective’s
management, which may include, but not be limited to: providing consulting support for Phil Passafiume and Laura McDonald, as they
assume new responsibilities; providing support in transitioning business relationships to Mr. Passafiume and Ms. McDonald; and
providing consulting services to Rich Bielen, as needed. It is reasonably anticipated that the during your service as an independent
contractor, the level of services you perform for Protective will permanently decrease, such that on the whole for the Consulting
Period, you will perform no more than 20% of the average level of bona fide services you performed over the 36-month period immediately
preceding your Separation from Service. Accordingly, your Separation from Service for purposes of Section 409A will occur when
your employment with Protective ends on June 12, 2020.


 


2.          Status
as Independent Contractor. Protective is interested only in the results obtained in the performance of the Consulting Services,
and not in the manner by which such results are achieved. For ease of communication, you may retain access to your Protective email
address while performing the Consulting Services. You may perform Consulting Services in any location that is appropriate for the
performance of such services (unless Protective instructs you otherwise to facilitate computer security or similar matters). During
the Consulting Period, you will not be an “employee” of Protective, and accordingly will not be eligible for any Protective
benefits, including but not limited to any vacation, group medical or life insurance, disability, profit sharing or retirement
benefits, or any other fringe benefits or benefit plans offered by Protective to its employees, except as otherwise may be required
by law (e.g., COBRA) or as otherwise provided by applicable policies and procedures of Protective.


 






    	 	 	 



     


    

 


	Consulting Agreement	 
	Mr. Carl S. Thigpen	 
	May 1, 2020	 
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3.          Payment,
Fees, Taxes. In consideration for your agreement to perform the Consulting Services and to comply with the other undertakings
provided herein, Protective will pay you $10,000 per month. You should submit invoices for your services to Protective for approval,
no less frequently than monthly, with payment to be made by Protective within 30 days of its receipt of each such monthly invoice.
Because you are an independent contractor, no taxes shall be withheld from any payments made under this Section 3. You are responsible
for paying, and agree to pay, any taxes that may be due with respect to any payments made to you under this Letter. You agree to
indemnify and hold Protective and its affiliates, officers, employees and agents harmless from any claim, loss, tax, penalty, fee,
assessment or cost (including, without limitation, reasonable attorney fees) related to or arising in any way out of your failure
or alleged failure to comply with your obligations under this Section 3. Protective will reimburse you for any travel or other
expenses incurred in the performance of the Consulting Services in accordance with Protective’s standard policies and procedures.


 


4.          Termination.
This Letter will terminate on December 31, 2020. Notwithstanding the termination of this Letter, (a) the provisions of Section
3 will remain applicable for any Consulting Services performed before termination of this Letter, and (b) the provisions of Sections
5, 6, and 7 will survive the termination of this Letter.


 


5.          Confidential
Information. All Confidential Information concerning Protective or acquired by you in the performance of Consulting Services
hereunder, and tangible forms of such information, shall not, either during or after the term hereof, be disclosed to any other
person without prior written approval of Protective. Confidential Information means: (a) any personally identifiable information
which means any information related to, can, or does identify a specific individual or by or from which a specific individual may
be identified, contacted, or located; (b) any Protected Health Information and Electronic Protected Health Information, respectively,
as defined in 45 C.F.R. §160.103; and (c) any non-public information relating to the business, business plans, systems, finances,
compensation arrangements, employees, customers, suppliers, or business or marketing strategies of Protective, financial arrangements
and plans for the acquisition or disposition by Protective of businesses or assets, or contracts or arrangements to which Protective
is a party. You will maintain the confidentiality of any Confidential Information received in the course of carrying out the obligations
of this Letter in perpetuity, regardless of whether such Confidential Information may be publicly available, received by a third-party,
or independently discovered. If any Confidential Information is required to be disclosed because it is required by law, you must
notify Protective prior to such disclosure and must not disclose any Confidential Information as Protective may contest the disclosure
or seek a protective order.


 






    	 	 	 



     


    

 


	Consulting Agreement	 
	Mr. Carl S. Thigpen	 
	May 1, 2020	 
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6.          Compliance
with Applicable Laws. You agree and understand that, while performing Consulting Services for Protective, you will comply at
all times with all applicable federal, state, county, and municipal laws, regulations, rules, codes, ordinances, policies, guidance,
directives, orders and decrees which in any manner affect this Letter or your performance.


 


7.          Compliance
with Privacy Laws. You agree and understand that, while performing Consulting Services for Protective, you may have access
to personal, health and financial information about Protective’s customers, prospective customers, and consumers. You agree
to comply with applicable provisions of the Privacy Laws (defined below). You agree that this Letter shall be treated as a service
agreement under which you provide services to or for Protective under Title V of the Gramm-Leach-Bliley Act, any other applicable
law regarding privacy of customer and consumer information, and the applicable regulations promulgated pursuant thereto (collectively,
the “Privacy Laws”). You will not disclose or use nonpublic personal information about consumers or customers
that you receive from Protective except (i) to carry out the purposes for which Protective disclosed such information; or (ii)
as otherwise permitted by law as an exception to the notice and opt-out requirements established under the Privacy Laws. You will
implement appropriate measures to ensure the security and confidentiality of customer and consumer information; protect against
any anticipated threats or hazards to the security of the information; protect against unauthorized access to or use of the information
that could result in substantial harm or inconvenience to any customer or consumer; and, to the extent permitted by applicable
law, during the term of this Letter you shall grant Protective reasonable access to audits, test results, or other equivalent evaluations
of such measures as may be reasonably necessary for Protective to evaluate the adequacy of the program.


 


8.          Entire
Agreement. This Letter constitutes the full and complete understanding and agreement of the parties with respect to the subject
matter hereof. This Letter may not be amended or modified orally, but only by a written instrument duly executed by each party.


 


9.          Severability.
If any court of competent jurisdiction determines that any provision contained in this Letter, or any part thereof, is unenforceable
for any reason, such court shall have the power to modify the duration or scope of such provision, or otherwise modify such provision,
as the case may be, and in its reduced form such provision shall then be enforceable. If, notwithstanding the preceding sentence,
any court of competent jurisdiction determines that any provision contained in this Letter, or any part thereof, is unenforceable
and cannot, for any reason, be modified and enforced as described in the preceding sentence, such determination shall not affect,
impair or invalidate the remainder of this Letter.


 






    	 	 	 



     


    

 


	Consulting Agreement	 
	Mr. Carl S. Thigpen	 
	May 1, 2020	 
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10.        Governing
Law; Venue. The validity of this Letter and the rights, obligations and relations of the parties hereunder shall be construed
and determined under and in accordance with the laws of the State of Alabama; provided, however, that if any provision of this
Letter is determined by a court of competent jurisdiction to be in violation of any applicable law or otherwise invalid or unenforceable,
such provision shall to such extent as it shall be determined to be illegal, invalid or unenforceable under such law be deemed
null and void, but this Letter shall otherwise remain in full force. Suit to enforce any provision of this Letter, or any right,
remedy or other matter arising there from, will be brought exclusively in the state or federal courts located in Jefferson County,
Alabama. The parties, therefore, consent to venue in Jefferson County, Alabama and to the in personam jurisdiction of the
aforementioned courts.


 


(signature page follows)



 






    	 	 	 



     


    

 


	Consulting Agreement	 
	Mr. Carl S. Thigpen	 
	May 1, 2020	 
	Page
    5 of 5	 
	 	 	 


 


If you agree that this
letter properly reflects our understanding regarding the above- described matters, please sign both copies of this Letter where
indicated below, returning one copy and keeping the other for your records.


 


 


	 	PROTECTIVE LIFE CORPORATION
	 	 
	 	 
	 	/s/ Richard J. Bielen
	 	By: Richard J. Bielen
	 	Its: President and Chief Executive Officer




 


 


	Agreed and Accepted:	 	 
	 	 	 
	/s/ Carl S. Thigpen	 	 
	Carl S. Thigpen	 	 
	Date:	May 1, 2020