Letter Agreement Amending Change in Control Agreement Between The First American Corporation and Executive Officers
This letter agreement is between The First American Corporation and several of its executive officers. It clarifies that, in the event of any conflict between the officers' employment agreements and their change in control agreements, the terms of the employment agreements will take precedence regarding the at-will nature of employment. The agreement is acknowledged and agreed to by the named executive officers and is effective as of December 29, 2008.
Exhibit 10(hh)
December 29, 2008
You and The First American Corporation (or one if its affiliates) are parties to an employment agreement (including, without limitation, any amendments or modifications thereto or any subsequent agreement with respect to your employment, the “Employment Agreement”) and a change in control agreement (“Change In Control Agreement”). The second sentence of Section 18 of the Change In Control Agreement provides that your employment is terminable at will and that your employment may be terminated at any time. The purpose of this letter is to resolve any conflict between your Employment Agreement and your Change In Control Agreement. In addition to the other qualifications listed therein, the second sentence of Section 18 of the Change In Control Agreement shall be further subject to your Employment Agreement.
| THE FIRST AMERICAN CORPORATION | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Acknowledged and agreed: | ||
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| Name: | * | |
| * | Entered into by each of the following named executive officers: Parker S. Kennedy, Frank V. McMahon, Dennis J. Gilmore, Barry M. Sando, Curt G. Johnson and Max O. Valdes |
