EXHIBIT 10.27
XXXXXXXX FINANCIAL INC. RETENTION AGREEMENT
Xxxx X Xxxxx
0000 X Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Dear Xxxx:
We value your contributions to Xxxxxxxx Financial Inc.
("Xxxxxxxx"). As an important member of our organization, we hope we can count
on your continued support and contribution in connection with the restructuring
of Xxxxxxxx as contemplated by the Agreement and Plan of Merger dated August 30,
2002, between Xxxxxxxx Financial Inc. and Janus Capital Corporation ("Janus"),
pursuant to which merger, Janus will be merged into Xxxxxxxx, and Xxxxxxxx will
take the name Janus Capital Group Inc. (the "Restructuring"). This letter will
confirm our discussions with you concerning certain retention payments you may
be eligible to receive in connection with the Restructuring provided, among
other things, that the Restructuring is completed. In exchange for your promises
and agreements in this letter, Xxxxxxxx offers to you the following:
1. In connection with the Restructuring, your services as a
Transition Team employee are necessary to effect a smooth transition. It is
expected that your services will be needed beginning January 1, 2003, for
approximately 12 months ("Transition Period"); therefore as we previously
communicated to you, December 31, 2003, is your expected last day of employment
("Release Date").
2. Your salary during the Transition Period shall be based on
an annual salary of $310,000. You will continue to receive the benefits you have
received as a full-time employee prior to the Restructuring, including
participation in the retirement plans until you are no longer an employee. Your
salary will be paid in equal bi-weekly installments, unless the Transition
Period is reduced, in which case the remainder of your salary and benefits will
be paid on your last day of employment as a lump sum.
3. If you continue to perform services satisfactorily until
the Release Date, you also will receive a retention incentive bonus in the
amount of $310,000 ("Retention Bonus") which bonus will be paid in a lump sum on
your last day of employment once you have signed a release (a "Release") similar
to that signed by you in connection with the Severance Plan adopted in
connection with the Restructuring.
4. If you voluntarily terminate your employment more than 30
days before the Release Date, you will receive no Retention Bonus.
5. You understand and agree that if you voluntarily terminate
your employment within 30 days of your Release Date, whether the Retention Bonus
will be paid to you will be determined within the reasonable discretion of the
Xxxxxxxx Chief Executive Officer. If you are released prior to the Release Date,
you will receive your salary and benefits, including medical, dental, vision and
participation in the retirement plans through the Release Date and your
Retention Bonus on your last day of employment once you have signed a Release.
6. In consideration of Xxxxxxxx'x commitment to pay you a
Retention Bonus, you agree to perform satisfactorily any and all reasonable
duties assigned to you during the Transition Period. You understand and agree
that nothing contained in this letter agreement shall be construed as giving to
you the right to continue in the employ of Xxxxxxxx, nor as limiting Xxxxxxxx'x
right to terminate your employment at any time subject to the provisions of your
Amended and Restated Employment Agreement dated August 30, 2002 ("Employment
Agreement"). Except for adding the Retention Bonus provisions above, this letter
does not modify in any way or supercede your Employment Agreement, which shall
remain in full force and effect.
7. You also understand and agree that this letter agreement is
freely assignable by Xxxxxxxx and shall inure to the benefit of, and be binding
upon Xxxxxxxx, its successors and assigns; but, being a contract for personal
services, neither this letter agreement nor any rights shall be assigned by you.
8. You understand and agree that this letter agreement shall
be interpreted in accordance with and governed by the laws of the State of
Missouri without regard to the principles of conflicts of law which might
otherwise apply. Furthermore, you understand that no modification, amendment or
waiver of any of the provisions of this letter agreement shall be effective
unless in writing, specifically referring to this letter agreement and signed by
you and Xxxxxxxx.
Please confirm that the above and foregoing represents your
understanding of this letter agreement by signing the space provided below and
returning this letter to Xxxx Xxxxx within seven (7) calendar days.
Xxxxxxxx Financial Inc.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Title: Chairman of the Board, President
And Chief Executive Officer
Date: December 18, 2002
Agreed and Accepted:
Xxxx X. Xxxxx
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Printed Name
/s/ Xxxx X. Xxxxx
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Signature
December 31, 2002
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Date
