Exhibit 10.4
AMendment to EMPLOYMENT AGREEMENT
THIS AMENDMENT, dated as of June 19, 2023 (this “Amendment”) to the employment agreement dated as of September 1, 2021 (“Employment Agreement”), by and between HERITAGE INSURANCE HOLDINGS, INC., a Delaware corporation (the “Company”), and Sharon Binnun, an individual (“Executive”).
RECITALS:
WHEREAS, the Company is a publicly-traded company engaged in the insurance and financial services industry;
WHEREAS, the Executive is currently employed by the Company and is party to the Employment Agreement, which the Company has determined to amend with this Amendment; and
WHEREAS, each party desires the Executive to continue to provide her services to and be employed by the Company following the date of this Amendment on the revised terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:
“2. Cash Incentive Plan. The Executive shall participate in the same cash incentive plan as the Company makes available to other executive employees of the Company which provides for certain annual cash incentives based on Company and individual performance criteria as determined by the Board or Compensation Committee of the Board (the “Compensation Committee”) from time to time. Any such cash incentive shall be paid at such times and in such amounts to be established by the Board or Compensation Committee from time to time. Beginning with calendar year 2023 and continuing throughout the Employment Term, the annual target cash incentive will be set at $100,000, with the ultimate potential annual cash incentive earned ranging from a threshold amount of $50,000 and a maximum of $150,000, with pro rata amounts earned between threshold and maximum. The Executive has no particular right to receive a cash incentive, and the Executive shall receive only such cash incentive, if any, as the Board may in its sole discretion determine in accordance with the performance criteria set by the Board or Compensation Committee as part of the cash incentive plan. Target incentives do not constitute a promise of payment. Executive’s actual cash incentive, if any, will depend on Company financial performance and the Board’s or Compensation Committee’s assessment of Executive’s individual performance.”
“3. Equity Awards. Pursuant and subject to the terms and conditions of the Company’s 2023 Omnibus Incentive Plan or any other equity incentive plan approved and adopted by the Board (the “Equity Plan”), as well as any agreements or award notices contemplated by the Equity Plan, the Executive shall be entitled to the following equity awards:
“4. [Reserved].”
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.
COMPANY:
HERITAGE INSURANCE HOLDINGS, INC.
By: /s/ ERNIE GARATEIX
Name: Ernie Garateix
Title: Chief Executive Officer
EXECUTIVE:
/s/ SHARON BINNUN
Sharon Binnun