Employment Agreement for Robert V. Deutsch



 


Exhibit 10.13



AMENDMENT TO AUGUST 16, 1999



EMPLOYMENT AGREEMENT



THIS AMENDMENT (the “Amendment”) is made
and entered into on the 25th day of
February, 2003, by and between CNA Financial Corporation, a Delaware
Corporation (the “Company”) and Robert V. Deutsch (“Executive”), as an
amendment to the August 16, 1999 Employment Agreement (“Employment Agreement”)
heretofore entered into between them:


WITNESSETH



WHEREAS, the parties wish to amend the Employment Agreement in certain respects
to reflect certain changes in the terms and conditions of Executive’s
employment in 2003;


NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below, it is hereby covenanted and agreed by the Executive and the
Company to amend the Employment Agreement, effective January 1, 2003, as
follows:



	1.	 	Section 1 of the Employment
Agreement, “Employment Term”, is hereby
amended to read as follows:
	 
	 	 	“The Company and Executive agree that the Company shall employ Executive on
the terms and conditions set forth herein beginning on the Effective Date
and continuing through and until December 31, 2003 or such earlier date as
of which Executive’s employment is terminated in accordance with Section 6
hereof. The “Effective Date” of this Agreement shall be August 16, 1999.”
	 
	2.	 	Subsection 2(b) of the Employment Agreement, “Duties of Executive”, is
hereby amended to read as follows:
	 
	 	 	“Executive shall diligently and to the best of his abilities assume,
perform, and discharge the duties and responsibilities of Executive Vice
President and Chief Financial Officer of the Company and certain of the CNA
Companies, as determined by the Chairman consistent with such title.
Executive shall devote substantially all of his working time to the
performance of his duties as set forth herein and shall not, without the
prior written consent of the Chairman, accept other employment or render or
perform other services, nor shall he have any direct or indirect ownership
interest in any other business which is in competition with the principal
business of the Company or its subsidiaries and its affiliates, other than
in the form of securities constituting less than five percent (5%) of the
outstanding securities of a corporation (determined by vote or value) or
ownership interests constituting less than five percent (5%) of the value of
any partnership or limited liability company. The foregoing shall not
preclude Executive from engaging in charitable, professional, and personal
investment activities, provided that, in the reasonable judgment of the
Chairman, such activities do not materially interfere with his performance
of his duties and responsibilities hereunder.”
	 
	3.	 	Subsection 3(a) of the Employment Agreement, “Salary”, is hereby amended
to read as follows:
	 
	 	 	“The Company shall pay or cause to be paid to Executive, effective as of
January 1, 2003, and continuing for the period he is employed by the Company
hereunder, an annual base salary of SEVEN HUNDRED THOUSAND DOLLARS
($700,000.00), payable not less frequently than monthly (the “Base
Compensation”). In no event shall Executive’s base salary rate be reduced to
an amount that is less than the amount specified in this paragraph, or to an
amount that is less than the amount that he was previously receiving,
without Executive’s written consent.”



 






 




	4.	 	Subsection 3(b) of the Employment
Agreement, “Incentive Compensation
Award”, is hereby amended by adding the following:
	 
	 	 	“Executive shall be entitled to an Incentive Compensation Award, in
accordance with the CNA Financial Corporation Incentive Compensation Plan
for Certain Executive Officers (the “Incentive Compensation Plan”) according
to the performance criteria and amounts established by the Incentive
Compensation Committee (the “Committee”) pursuant to the Incentive
Compensation Plan in effect for the year 2003, and payment of said award
shall otherwise be in accordance with the provisions of the Incentive
Compensation Plan, including the requirement of annual review and
certification by the Committee of the awards. To the extent that any award
is performance-based, the award shall be determined based on net operating
income as determined by the Committee.”
	 
	 	 	The foregoing amendment to Section 3(b) shall be applicable only to any
Incentive Compensation Award that both accrues, and is due and payable,
subsequent to December 31, 2002.
	 
	5.	 	Subsection 3 (c ) of the Employment Agreement, “Long-Term Incentive
Awards”, is hereby amended by adding the following:
	 
	 	 	“During the term of this Agreement, Executive shall be entitled to awards
under the CNA Financial Corporation 2000 Long Term Incentive Plan (“LTIP”)
according to the performance criteria and amounts established by the
Committee pursuant to the LTIP in effect for the year 2003, and payment of
said award shall otherwise be in accordance with the provisions of the LTIP,
including the requirement of annual review and certification by the
Committee of the awards.”
	 
	 	 	The foregoing amendment to subsection 3(c) shall be applicable only to any
such award pursuant to the LTIP that both accrues, and is due and payable,
subsequent to December 31, 2002.
	 
	6.	 	The fourth installment of 2500 shares of restricted common stock of the
Company, granted pursuant to subsection 3(d) of the Employment Agreement
and which were previously scheduled to vest on December 31, 2003, shall
now vest on December 31, 2002.
	 
	7.	 	The Employment Agreement is hereby amended to add a new subsection 3(h),
as follows:
	 
	 	 	“(h) Section 162(m)
Compliance; Deferral. For avoidance of doubt, respecting
awards to Executive under subsections 3(b) and 3(c) hereof, the Committee
shall retain such discretion as may be provided under the Incentive
Compensation Plan or LTIP to satisfy Section 162(m) of the Internal Revenue
Code of 1986 (“Code”) or any successor provision. The Company may defer the
payment of any Incentive Compensation or LTIP compensation to which
Executive is entitled hereunder or otherwise to the extent necessary for it
to comply with Section 162(m) of the Code or any successor provision with
respect to deductibility of executive compensation. All such deferred
compensation will be credited to the Executive’s SES-CAP account and shall
be subject to the terms thereof.”
	 
	8.	 	Section 4 of the Employment
Agreement, “Other Benefits”, is hereby
amended so that the words “Band 540” are substituted for the words
“grade 96” in said section, and the final sentence of said section 4 is
deleted in its entirety. The portion of the amendment to Section 4 that
deletes the final sentence will only become effective at such time as the
Company implements a policy to eliminate paid vacation time for all Band
540 executives.
	 
	9.	 	Section 5 of the Employment
Agreement, “Expense Reimbursement”, is hereby
amended to read as follows:



 






 




	 	 	“Executive shall be entitled to reimbursement by the Company for all
reasonable and customary travel and other business expenses incurred by
Executive in carrying out his duties under this Agreement, in accordance
with the general reimbursement policies adopted by the Company from time to
time and applicable generally to other Band 540 executives of the Company or
its subsidiaries. The Company will pay the reasonable fees and expenses of
legal counsel to Executive in connection with negotiating the Amendment, and
personal income taxes incurred by Executive as a result of such payment.”
	 
	10.	 	The second sentence of section 6 of the Employment Agreement,
“Termination of Employment”, is hereby amended to read as follows:
	 
	 	 	“Either party may terminate Executive’s employment with the Company by
giving at least 60 days written notice to the other party effective as of
the date specified in such notice; provided, however, that no such 60-day
notice shall be required in the case of a termination for Cause (as defined
in Section 6.2) by the Company or in the case of a termination for Good
Reason (as defined in Section 6.4) by the Executive.
	 
	11.	 	The Heading “6.3
Termination for Convenience by the Company” of the
Employment Agreement is hereby amended to read “6.3 Termination by the
Company Without Cause/Termination for Convenience by the Company”.
	 
	12.	 	Subsection 6.3(a)(i) of the Employment Agreement is hereby amended to
read as follows:
	 
	 	 	“any unpaid Base Compensation; provided, however, that if the Company gives
Executive the 60-day notice of termination under Section 6.3 prior to July
1, 2003, Executive will be entitled to receive unpaid Base Compensation
through September 1, 2003,”
	 
	13.	 	Subsection 6.3(a)(i)(w) of the Employment Agreement is hereby amended to
read as follows:
	 
	 	 	"(w) $550,000.00, which was Executive’s annual rate of Base Compensation as
of the effective date of the 1999 Employment Agreement; plus"
	 
	14.	 	Subsection 6.3(b) of the Employment Agreement is hereby amended to read
as follows:
	 
	 	 	“A pro-rata portion of the amount of the Incentive Compensation Award earned
for the performance period in which the termination occurs determined by
multiplying the Incentive Compensation Award earned through the end of the
performance period in which termination occurs (as determined by actual
performance through the end of that period) by the number of days in the
performance period prior to the date of termination and dividing such
product by the number of days in the performance period; provided, however,
that if the Company gives Executive the 60-day notice of termination under
Subsection 6.3 prior to July 1, 2003, Executive’s entitlement to a pro-rata
portion of any Incentive Compensation Award shall be determined by using a
termination date of September 1, 2003. Distribution under this subsection
6.3(b) for the performance period shall be made at the normally scheduled
time for such distributions (determined without regard to the occurrence of
Executive’s date of termination).”
	 
	15.	 	Subsection 6.3(c ) of the Employment Agreement is hereby amended to read
as follows:
	 
	 	 	“If Executive’s termination of employment occurs before the last day of the
Performance Period with respect to a Long-Term Incentive Award, Executive
(or Executive’s estate) shall be entitled to a payment with respect to the
Long-Term Incentive Award in accordance with the terms of the award, with
the amount determined as though Executive remained employed by the Company
through the end of the Performance Period, and based on actual performance
for the period, but subject to a pro rata reduction for the portion of the
Performance Period after Executive’s date of termination;



 






 




	 	 	provided, however, that if the Company gives Executive the 60-day notice of
termination under subsection 6.3 prior to July 1, 2003, Executive’s
entitlement to a pro-rata portion of any Long-Term Incentive Award shall be
determined by using a termination date of September 1, 2003. Distribution
under this subsection 6.3 (c) for the Performance Period shall be made at
the normally scheduled time for such distribution (determined without regard
to the occurrence of Executive’s date of termination).”
	 
	16.	 	Subsection 6.3(d) of the Employment Agreement is hereby amended to read
as follows:
	 
	 	 	“Any unexercised stock option held by Executive upon termination of
employment shall be fully vested on the date of termination and may be
exercised by Executive at any time up to the third anniversary of
Executive’s date of termination (but not later than the date on which such
stock option would expire if Executive had remained employed by the
Company). The provisions of this subsection 6.3(d) shall apply
notwithstanding any contrary provision in any agreement governing any stock
option award or other option or other right under the Incentive Compensation
Plan or LTIP.”
	 
	17.	 	Subsection 6.3(e) of the Employment Agreement is hereby amended by adding
the following:
	 
	 	 	“More specifically, without limiting the foregoing, Executive shall continue
to participate in such health, dental, vision, and disability plans in which
he is enrolled at the time of termination of employment for the period
during which he is entitled to receive termination payments of Base
Compensation under subsection 6.3 (a)(iii), as if he were still employed by
the Company, said period of participation to run concurrently with any
period of COBRA coverage to which Executive may be entitled; provided, to
the extent that Executive cannot participate in the Company’s health, dental
and vision plans beyond the termination of the COBRA benefit continuation
period or Executive cannot participate in the Company’s disability plan
after he ceases active employment with the Company, Executive shall be
entitled to equivalent such health, dental, vision and disability benefits
as are provided to senior executives of the Company under the Company’s
benefit plans.”
	 
	18.	 	The Employment Agreement is hereby amended to add a new subsection
6.3(f), as follows:
	 
	 	 	"(f) In addition, Executive shall be allowed to continue to receive the tax
services of Topel Forman in the tax year of termination, plus two subsequent
tax years, and to continue to receive an annual club membership allowance of
$10,000 in the year of termination and for the two calendar years following
the year in which he is terminated, the costs of which will be paid for by
the Company.”
	 
	19.	 	Subsection 6.4(b)(iii) of the Employment Agreement is hereby amended so
that the words “Executive Vice President” are substituted for the words
“Senior Vice President” in said subsection.
	 
	20.	 	Subsection 6.5 of the Employment Agreement, “Voluntary Resignation by
Executive”, is hereby amended to read as follows:
	 
	 	 	“In the event that Executive’s employment is terminated by Executive other
than pursuant to subsection 6.4 or as a direct result of his death or
Permanent Disability (as described in subsection 6.1), Executive shall
receive the same payments and other benefits set forth in subsections
6.3(a)-(f); provided, however, that if the Executive terminates his
employment pursuant to this subsection 6.5 prior to September 1, 2003,
Executive shall forfeit all of his rights to the payments set forth in
subsection 6.3(a)(iii).”
	 
	21.	 	Subsection 6.6 of the Employment Agreement, “Failure to Extend
Agreement”, is hereby amended to read as follows:



 






 




	 	 	“In the event that this Agreement has not been extended or renewed by mutual
agreement at the end of its term on December 31, 2003 and the employment of
Executive continues, then the following shall apply:
	 
	(a)	 	Such employment shall constitute an employment at will from month to
month. During Executive’s employment following December 31, 2003, (i) he
shall receive salary at the annual rate of 300% of his annual Base
Compensation as of December 31, 2003; (ii) the terms of this Agreement that
governed Executive’s benefits and perquisites prior to January 1, 2004 will
continue to apply, and will be in addition to Executive’s salary specified
in clause (i) above; (iii) Executive shall be entitled to payment with
respect to the Incentive Compensation Award for calendar year 2003 and LTIP
awards for the performance period ending December 31, 2003 to the extent
provided by this Agreement, but Executive will not be entitled to an
Incentive Compensation Award, or LTIP awards or any other incentive
compensation award for performance periods beginning after December 31,
2003.
	 
	(b)	 	If the Company terminates Executive’s employment following December 31,
2003, or if the Company and Executive shall not have mutually agreed to the
terms of, and entered into, a new employment prior to March 31, 2004, then
Executive’s employment shall terminate on April 1, 2004, and the Company’s
obligations shall be the same as they would have been, and Executive shall
receive the same payments and other benefits that he would have received,
had the Company terminated his employment pursuant to subsection 6.3.”
	 
	22.	 	Section 9 of the Employment
Agreement, “Competition”, is hereby amended
to read as follows:
	 
	 	 	“Executive hereby agrees that, while he is employed by the Company, and for
a period of 12 months following the date of his termination of employment
with the Company for any reason, or until December 31, 2004, whichever
occurs later, he will not, directly or indirectly, without the prior written
approval of the Chairman, enter into any business relationship (either as
principal, agent, board member, officer, consultant, stockholder, employee
or in any other capacity) with any business or other entity that at any
relevant time competes in any respect with any of the principal businesses
of the Company (a “Competitor”); provided,
however, that such prohibited
activity shall not include the ownership of less than 5% of the securities
of any corporation (determined by vote or value) or having ownership
interests constituting less than five percent (5%) of the value of any
partnership or limited liability company regardless of the business of such
corporation or other entity. Upon the written request of Executive, the
Chairman will determine whether a business or other entity constitutes a
“Competitor” for purposes of this Section 9; provided that the Chairman may
require Executive to provide such information as the Chairman reasonably
determines to be necessary to make such determination; and further provided
that the current and continuing effectiveness of such determination may be
conditioned on the accuracy of such information, and on such other factors
as the Chairman may reasonably determine.”
	 
	23.	 	Section 10 of the Employment
Agreement, “Solicitation”, is hereby amended
to read as follows:
	 
	 	 	“Executive agrees that while he is employed by the Company, and for a period
of thirty-six (36) months following his termination of employment with the
Company for any reason, he will not employ, offer to employ, engage as a
consultant, or form an association with any person who is then, or who
during the preceding one year was, an employee of the Company, nor will he
assist any other person in soliciting for employment or consultation any
person who is then, or who during the preceding one year was, an employee of
the Company.”



 






 




	24.	 	Section 11 of the Employment
Agreement, “Non-Interference”, is hereby
amended to read as follows:
	 
	 	 	“Executive agrees that while he is employed by the Company, and for a period
of thirty-six (36) months following his termination of employment with the
Company for any reason, he will not disturb or attempt to disturb any
business relationship or agreement between the Company and any other person
or entity.”
	 
	25.	 	Section 28 of the Employment Agreement, “Notices”, is hereby amended so
that the Facsimile Number for the Executive is changed to (860) 678-7591
in said section.
	 
	26.	 	Except as provided in this Amendment, all other provisions of the
Employment Agreement shall remain in full force and effect during the term
of the Amendment.



IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date
set forth herein above.




	 	 
	 	CNA FINANCIAL CORPORATION

	 
	By:

Title:	/s/ Jonathan D. Kantor

Executive Vice President, General Counsel & Secretary

	 
	 	ROBERT V. DEUTSCH
	 
	 	/s/ Robert V. Deutsch