Iowa
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001-31911
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42-1447959
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $1
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AEL
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New York Stock Exchange
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Depositary Shares, each representing a 1/1,000th interest in a share of 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A
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AELPRA
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New York Stock Exchange
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Exhibit
Number
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Description
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10.1
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104
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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AMERICAN EQUITY
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INVESTMENT LIFE HOLDING COMPANY
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By:
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/s/ Renee D. Montz
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Renee D. Montz
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Executive Vice President, General Counsel & Secretary
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1.
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Resignation and Transition Period. The Executive resigns as Chief Executive Officer and President of the Company and all officer positions Executive holds in any of the Company’s subsidiaries effective on or before March 1, 2020. From March 1, 2020 through April 15, 2020 (the “Transition Period”), Executive will remain an employee of the Company. During the Transition Period, the Company will pay the Executive a semi-monthly amount of $28,125.00 in accordance with the Company’s usual payment practices, and the Executive will remain eligible for health and life insurance coverage on the same terms and conditions (including payment by Executive of his portion of the premiums) as in effect at the Company from time to time. The Executive will be entitled to receive a stay bonus in the amount of $853,125.00 for services provided to the Company from January 1, 2020 through April 15, 2020 (the “Stay Bonus”). The Stay Bonus will be paid to the Executive no later than April 25, 2020.
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2.
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Effect of Retirement.
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(a)
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As of April 16, 2020 (the “Retirement Date”), the Executive shall no longer be an employee of the Company.
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(b)
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RSUs. Subject to Sections 3 and 4 hereof, each outstanding restricted stock unit (“RSU”) granted to the Executive by the Company before the Transition Period will be treated pursuant to Section 2(e)(iii) of the relevant Performance Restricted Stock Unit Award Agreement (“Award Agreement”) between the Company and the Executive. For purposes of calculating awards under all outstanding Award Agreements as of the Retirement Date, the Executive’s employment shall be deemed to have terminated on April 16, 2020.
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(c)
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Non-Executive Chairman. Following the Retirement Date, the Executive will serve as non-executive Chairman of the Board. The Executive will be paid $30,000 per quarter for service as non-executive Chairman. Amounts paid for the Executive’s service as non-executive Chairman will be in addition to any cash retainer, meeting fees and equity awards generally paid or awarded to the Company’s directors. Executive will not receive a pro-rata equity award for the period from the Retirement Date to the date of the Company’s 2020 Annual Meeting of Shareholders.
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3.
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Release of Claims.
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4.
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Confidentiality.
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5.
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General Provisions.
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(a)
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Severability. It is the desire and intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible. In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law.
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(b)
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Notices. Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national or international courier service (including Federal Express), and addressed to the Executive at the last known address on the books of the Company or, in the case of the Company, at the Company’s principal place of business, attention of the Secretary of the Company, or to such other address as either party may specify by notice to the other actually received.
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(c)
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Successors and Assigns. This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
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(d)
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Governing Law; Captions; Amendment. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Iowa, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives.
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(e)
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Code Section 409A Compliance. The Company and the Executive each hereby affirm that it is their mutual view that the provision of payments and benefits described or referenced herein are exempt from or in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting shall be completed in a manner consistent with such view. The Company and the Executive each agree that upon the Retirement Date, the Executive shall experience a “separation from service” for purposes of Section
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(f)
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Withholding. Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all amounts that are required or authorized to be withheld, including, but not limited to, federal, state, local and foreign taxes to be withheld by applicable laws or regulations.
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(g)
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Entire Agreement. This Agreement constitutes the entire agreement between the Executive and the Company with respect to the subjects addressed herein and supersedes all prior agreements, understandings and representations, written or oral, with respect to those subjects.
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(h)
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Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and which together shall be deemed to be one and the same instrument.
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ACCEPTED AND AGREED TO:
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ACCEPTED AND AGREED TO:
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Executive
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American Equity Investment Life
Holding Company
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By:
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John M. Matovina
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By:
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Anant Bhalla
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Date:
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February 28, 2020
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Date:
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February 28, 2020
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