Exhibit 10.12
AGREEMENT
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AGREEMENT made and entered into as of the ______ day of
___________ (the "Effective Date") by and between Piedmont
Management Company, Inc. ("Piedmont") and ________________
(________________ or the "Employee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, _____________ is currently serving as
_____________ and is an integral member of the management of
Piedmont;
WHEREAS, Piedmont wishes to encourage _________ to
remain in Piedmont's employ and has determined that this
agreement will serve that purpose;
WHEREAS, this agreement is of particular importance to
retain ___________________ service in the event of a potential or
actual change of control of Piedmont or any of its subsidiaries,
in which event there would be a critical need to retain strong
management throughout the period of any possible consolidation,
merger or other change of control;
NOW, THEREFORE, in consideration of the premises and
mutual covenants contained herein and for other good and valuable
consideration, the parties hereto agree as follows:
1. Employee's Intention
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_________________ states that, based on this agreement,
he has no present intention of resigning from Piedmont's employ.
2. Severance Pay and Benefits Upon Termination
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If _______________ employment is terminated without
cause (as defined in paragraph 4 below) either within six (6)
months before a change in control (as defined in paragraph 5
below) or within eighteen (18) months after a change in control,
he shall be entitled to the following:
(a) _______ months of severance pay (defined as
monthly base salary on date of termination), less applicable
withholdings, payable in a lump sum payment within two (2) weeks
of the Employee's termination of employment; and
(b) reimbursement for the cost of his medical coverage
for COBRA payments made by him for up to _____ months. Such
reimbursement shall be provided to the Employee within two (2)
weeks of receipt by Piedmont or its successor in interest of
evidence that ______________ paid his COBRA payment. The
Employee will not be reimbursed for medical costs for any period
during which the Employee is eligible for medical coverage from a
subsequent employer.
3. _________________ acknowledges that the severance
pay and benefits described in paragraph 2 above represent all of
the severance pay and benefits to which he is entitled as a
result of his termination, and expressly acknowledges that these
severance pay and benefits supersede and replace any other
severance or medical benefits to which he would be entitled
absent this agreement. _____________ also acknowledges that the
severance pay and benefits described above are greater than
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he would be entitled to receive absent this agreement. This
agreement does not alter the severance and other benefits ______
is entitled to receive in a situation that does not constitute a
change in control as defined in paragraph 5 below.
4. Resignation or Termination for Cause
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__________ shall not be entitled to the severance pay
and benefits provided in this agreement if he resigns from
Piedmont or is terminated for "cause", as defined below. For
purposes of this agreement, it shall be a termination for cause
if the employee (a) has committed any act of gross misconduct or
insubordination in connection with his duties; (b) has habitually
neglected his duties; (c) has committed any act of fraud,
misappropriation of funds or embezzlement in connection with his
employment; or (d) has been convicted of a felony or a crime
involving moral turpitude.
5. Change in Control
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For purposes of this agreement, a "Change in Control"
means:
(a) the loss by Piedmont of voting control of the Board
of Directors of Piedmont Management Company Inc., The Reinsurance
Corporation of New York or Lexington Management Corporation,
or
(b) a merger, consolidation or other reorganization of
Piedmont, except where the shareholders of Piedmont immediately
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prior to the consummation of any transaction continue to hold at
least a majority of the voting power of the outstanding voting
securities of the legal entity resulting from or existing after
any transaction and a majority of the members of the Board of
Directors of the legal entity resulting from or existing after a
transaction are former members of Piedmont's Board of Directors.
6. Termination of Agreement
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Either party may terminate this agreement in writing
delivered to the other party. If the Employee terminates this
agreement, such termination is effective immediately upon
receipt, by Piedmont. If Piedmont terminates this agreement,
such termination is effective upon receipt by the employee,
except that the employee remains entitled to the severance pay
and benefits provided in this agreement if he is terminated
within either six (6) months before or eighteen (18) months after
a change in control.
7. Binding Effect
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This agreement shall be binding upon and enure to the
benefit of the parties hereto and their respective legal
representatives, heirs, distributees, successors and assigns;
provided, that the rights and obligations of the employee
hereunder shall not be assignable by him.
8. Entire Agreement
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This agreement sets forth the entire agreement between
the parties with respect to the subject matter hereof,
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and supersedes any and all prior agreements between Piedmont and
the employee, whether written or oral, relating to any and all
matters covered by and contained or otherwise dealt with in this
agreement.
9. Applicable Law
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This agreement, and all of the rights and obligations
of the parties in connection with this agreement, shall be
governed by and construed in accordance with the substantive laws
of the State of New York without giving effect to principles
relating to conflicts of law.
10. Employment-At-Will
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This agreement does not alter the fact that the
relationship between Piedmont and is an
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employment-at-will, and that Piedmont may terminate ___________
and ___________ may terminate the employment relationship, at any
time for any reason at all.
IN WITNESS WHEREOF, the parties hereto have executed
this agreement as of the date and year stated above.
PIEDMONT MANAGEMENT COMPANY, INC.
By: /s/ Xxxxxx X. XxXxxxxxx
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Xxxxxx X. XxXxxxxxx
President
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