{"id":40716,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/termination-agreement-cna-financial-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"termination-agreement-cna-financial-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/termination-agreement-cna-financial-corp.html","title":{"rendered":"Termination Agreement – CNA Financial Corp."},"content":{"rendered":"\n\n\n
\n

November 15, 2011<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Peter W. Wilson<\/p>\n

Dear Pete:<\/p>\n

Except as expressly set forth in this letter agreement, you and Continental
\nCasualty Company (“CNA”) hereby agree to terminate your employment agreement ,
\ndated August 24, 2006, as amended September 19, 2008 and March 11, 2010
\n(“Agreement”), when its term expires on December 31, 2011. Capitalized terms
\nused herein and not otherwise defined are as defined in the Agreement.<\/p>\n

Under this new arrangement, effective January 1, 2012, your employment
\nrelationship with CNA will be “at will” and your compensation structure would be
\nthe same or substantially similar to that currently in effect under the
\nAgreement. You would, of course, be eligible to participate in any changes CNA
\nmakes in its senior executive compensation programs.<\/p>\n

In furtherance of a mutually beneficial transition, CNA would waive your
\nobligation to comply with the non-competition covenant in Section 9 of the
\nAgreement such that it would automatically expire on January 1, 2012. In
\naddition, CNA would consent to shortening the survival periods by twelve (12)
\nmonths for all the remaining covenants specified survival periods (except for
\nthe claims assistance covenant in Section 12, which would survive in accordance
\nwith its original terms). As a result, the non-solicitation covenant in Section
\n10 and the non-interference covenant in Section 11 would expire twelve (12)
\nmonths following the date of your actual termination. Covenants with indefinite
\nsurvival periods (i.e., the confidentiality covenant under Section 7 and the
\nreturn of materials covenant in Section 13), however, would continue to remain
\nin effect in accordance with their original terms.<\/p>\n

As further consideration, CNA would extend certain of its obligations under
\nSection 6.5. Specifically, if your employment is terminated at any time between
\nJanuary 1, 2012 and December 31, 2014 by CNA Without Cause or by you for Good
\nReason (as each term is defined in the Agreement) (“Involuntary Termination”),
\nCNA would remit severance in an amount equal to the sum of one year of your
\nannual base salary in effect on the date of your Involuntary Termination, plus
\nyour then current annual target bonus, and will provide for you to continue to
\nparticipate, at active employee rates, in such health benefit plans in which you
\nare enrolled, up to a maximum of 12 months, with said period of participation to
\nrun concurrently with any period of COBRA coverage (“Severance”); provided,
\nhowever, that, if an Involuntary Termination occurs after January 1, 2015, your
\neligibility for severance pay, if any, would be governed solely by the terms of
\nthe CNA Severance Pay Plan then in effect and you would no longer be entitled to
\nSeverance.<\/p>\n

For purposes of clarification, you acknowledge and agree that any provisions
\nunder the Agreement involving Section 409A of the Internal Revenue Code shall
\nremain in effect, to the extent applicable, and the release described in Section
\n6.6 of the Agreement continues to remain a condition precedent to CNA’s
\nobligation to remit any payments or other benefits pursuant to Section 6 of the
\nAgreement, with the dates described in Section 6.6 triggered based on the date
\nof your actual termination of employment.<\/p>\n

Given that CNA is making an offer to continue your employment beyond December
\n31, 2011 under a compensation structure substantially similar to that provided
\nfor in the Agreement, it does not believe that Section 6.5 of the Agreement is
\ntriggered or that your employment should be treated as having been terminated in
\naccordance with Section 6.5 of the Agreement. By signing this letter below, you,
\non your own behalf and on behalf of your heirs, representatives, successors and
\nassigns, unconditionally agree that, in exchange for the consideration described
\nabove, the provision of this offer of continued employment satisfies the
\nobligations of CNA under Section 6.5 of the Agreement.<\/p>\n

Sincerely,<\/p>\n

\/s\/ Thomas Pontarelli<\/p>\n

Thomas Pontarelli<\/p>\n

Accepted and agreed effective as of the date first above written:<\/p>\n

\/s\/ Peter W. Wilson<\/p>\n

Peter W. Wilson<\/p>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7130],"corporate_contracts_industries":[9446],"corporate_contracts_types":[9539,9544],"class_list":["post-40716","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cna-financial-corp","corporate_contracts_industries-insurance__property","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40716","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40716"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40716"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40716"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40716"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}