Amendment No. 1 to December 12, 2005 Grant of Freestanding Stock-Settled Stock Appreciation Rights between PICO Holdings, Inc. and Ronald Langley
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Summary
This amendment updates the terms of Ronald Langley's stock appreciation rights (SARs) granted by PICO Holdings, Inc. on December 12, 2005. Due to Langley's resignation as Chairman and employee, he agrees to exercise his SARs by December 31, 2008, after which any unexercised SARs will be cancelled. All other terms of the original grant remain unchanged. The amendment ensures compliance with tax regulations and does not extend the exercise period in a way that would trigger additional tax consequences.
EX-10.16 3 l26015aexv10w16.htm EX-10.16 EX-10.16
Exhibit 10.16
AMENDMENT NO. 1
to
December 12, 2005 Grant
of
Freestanding Stock-Settled Stock Appreciation Rights
to
December 12, 2005 Grant
of
Freestanding Stock-Settled Stock Appreciation Rights
On December 12, 2005 Ronald Langley was granted 838,356 freestanding stock-settled stock appreciation rights (“SARs”) pursuant to the PICO Holdings, Inc. 2005 Long-Term Incentive Plan.
The Grant states that the SARs have an expiration date of December 12, 2015. The Long-Term Incentive Plan states that persons eligible for grants are employees, consultants, and non-employee Directors.
Ronald Langley has announced his resignation as Chairman and as an employee of PICO Holdings, Inc. effective December 31, 2007. He will then remain on the Board as a non-employee Director at least through December 31, 2008.
Ronald Langley hereby agrees to amend the December 12, 2005 Grant by agreeing to exercise SARs on or before December 31, 2008. He agrees that after December 31, 2008 any unexercised SARs will be cancelled. No other provisions of the December 12, 2005 SAR Grant shall be changed by this Amendment No. 1.
Nothing in this Amendment No. 1 shall cause or have the effect of extending the exercise of SARs in a manner that would cause the SARs to be subject to Section 409A of the Internal Revenue Code of 1986, as amended.
| AGREED: | ||||
| /s/ Ronald Langley | ||||
| Ronald Langley | ||||
Date: May 7, 2007
| /s/ James F. Mosier | ||||
| James F. Mosier | ||||
| General Counsel and Secretary PICO Holdings, Inc. | ||||
Date: May 7, 2007
