OTHER INFORMATION
+Added: On November 3, 2021, Citizens, Inc.
+Added: entered into an Executive Change in Leadership Agreement (the “Agreement”) with its Chief Financial Officer, Jeffery P.
+Added: Conklin, and each of the following executive officers:
+Added: Sheryl Kinlaw, Robert M.
+Added: Mauldin III and Harvey J.
+Added: Waite (each, an “Executive” and collectively, the “Executives”).
+Added: The Compensation Committee of the Board of Directors of the Company determined that the Agreement would, among other things, help retain key leadership as the Company continues its search for and ultimately transitions to a new chief executive officer.
+Added: Capitalized terms used in this Part II, Item 5 but not defined herein shall have the meaning ascribed to them in the Agreement.
+Added: The Agreement provides that if within a year of the date of the Agreement:
+Added: (i) either (a) Gerald W.
+Added: Shields, the interim President and Chief Executive Officer, is replaced by a new chief executive officer (a “Change in Leadership”), or (b) there is a Change of Control, and (ii) the Executive is terminated without Cause or the Executive terminates employment with the Company for Good Reason within one year of the Change in Leadership or Change of Control, as applicable, the Executive shall be entitled to a termination payment as follows:
+Added: reimbursement of six (6) months of COBRA continuation payments under the Company’s group health plan at cost of normal employee rate provided that Executive elects COBRA continuation coverage;
+Added: six (6) months of Executive’s then-base monthly compensation;
+Added: payment of a bonus to Executive equal to Executive’s target bonus for the year in which Executive is terminated, multiplied by a fraction, the numerator of which is the number of days in the year
+Added: September 30, 2021 | 10-Q 55
+Added: CITIZENS, INC.
+Added: Executive has been employed by the Company and the denominator of which is 365, plus, if executive is terminated before a bonus is paid for a prior fiscal year (e.g., terminated in January of a calendar year), Executive shall receive 100% of Executive’s target bonus for such other prior year if such bonus has not already been paid to Executive as of the date of termination;
+Added: the immediate vesting of any outstanding stock grants from the Company to the Executive.
+Added: The Termination Payment shall be made to the Executive in a lump sum within 30 days of termination of employment provided Executive signs a release of claims in a form acceptable to the Company on the last day of Executive’s employment with the Company.
+Added: The above summary of the Agreement is qualified by reference in its entity to the Agreement, which is attached hereto as Exhibit 10.2 , and incorporated herein by reference.
The following exhibits are filed herewith:
1 unchanged sentence
Amended and Restated Bylaws dated February 6, 2021 (incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on February 9, 2021)
−Removed: C redit Agreement between the Company and Regions Bank dated May 5, 2021 *
−Removed: Pledge and Security Agreement dated May 5, 2021 by and between Citizens, Inc., as obligor, and Regions Bank, as lender*
−Removed: Separation Agreement between the Company and James A.
−Removed: Eliasberg effective April 30, 2021 † *
+Added: Amendment to Gerald Shields consulting agreement*†
+Added: Form of Executive Change in Leadership Agreement entered into by and between the Company and each of the following:
+Added: Conklin, Sheryl Kinlaw, Robert M.
+Added: Mauldin III and Harvey J.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
6 unchanged sentences
† Indicates management contract or compensatory plan or arrangement.
−Removed: June 30, 2021 | 10-Q 52
+Added: September 30, 2021 | 10-Q 56
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
4 unchanged sentences
Vice President, Chief Financial Officer & Treasurer
−Removed: August 4, 2021
−Removed: June 30, 2021 | 10-Q 53
+Added: November 4, 2021
+Added: September 30, 2021 | 10-Q 57
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.