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PNX > SEC Filings for PNX > Form 8-K on 13-Dec-2013All Recent SEC Filings

Show all filings for PHOENIX COMPANIES INC/DE | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PHOENIX COMPANIES INC/DE


13-Dec-2013

Change in Directors or Principal Officers, Financial Statements and Exhi


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Change in Control Agreement Template for Selected Executive Officers of the Registrant; Non-Qualified Plans, Programs and Other Arrangements Incorporating Clawback Provision and Amended Change in Control Definition.

On December 12, 2013, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of The Phoenix Companies, Inc. (the "Company") approved a new template change in control agreement for select officers designated by the Committee and recommended that the Board approve the new template change in control agreement for the Company's President and Chief Executive Officer. On December 12, 2013, the Board, upon the recommendation of the Committee, approved the new template change in control agreement for the Company's President and Chief Executive Officer.

The new template change in control agreement will be effective as of January 1, 2014, with an expiration date of December 31, 2015 (the "Initial Term") and will renew automatically for successive one-year periods unless either party provides prior written notice of termination. The change in control agreements that are currently in effect will terminate on December 31, 2013.

The new template change in control agreement is substantially similar to the existing template agreement. The changes in the new agreement are as follows:
(a) the President and Chief Executive Officer will be the only executive subject to the non-compete covenants; (b) a clawback provision is incorporated into the Agreement as a result of the clawback policy approved in March 2013; and (c) the Change in Control definition is amended to increase the percentages for beneficial ownership and asset disposition from 25% to 35%.

In addition, certain non-qualified plans, programs and other arrangements covering the officers covered by/subject to this Item 5.02(e) are amended to incorporate the clawback provision and the amended change in control definition, where applicable.

The new template change in control agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

10.1 Template Change in Control Agreement, effective January 1, 2014.


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