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Exhibit 10e
[REPUBLIC NEW YORK CORPORATION LETTERHEAD]
December 23, 1997
Xx. Xxxxxx X. Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxxxx:
This letter agreement confirms our agreement concerning (i) the consulting
services you shall render to Republic New York Corporation ("Republic") upon
the termination of your full-time employment with Republic, (ii) the
non-competition provisions you shall be subject to following such termination
of your full-time employment and (iii) the forfeiture provisions applicable to
certain shares of Republic common stock previously awarded to you, as well as
those that may be awarded to you in the future, pursuant to the 1985 Restricted
Stock Plan, the Restricted Stock Election Plan, the Long-Term Incentive Stock
Plan and/or any other plan which may exist in the future (collectively, the
"Restricted Shares"). The Restricted Shares that you have been previously
awarded are identified in Schedule A hereto.
1. You shall render the consulting services described herein for the
period (the "Consulting Period") beginning on the date (the
"Termination Date") on which your full-time employment with Republic
terminates and ending on the third anniversary of the Termination Date.
During the Consulting Period, you shall provide on a part-time basis
such advisory services concerning the business, affairs and management
of Republic and its subsidiaries and affiliates (collectively, the
"Republic Group") as may be requested by the Board of Directors or the
Chief Executive Officer of Republic. If at any time during the
Consulting Period, you engage in other employment, you shall not be in
breach of this Paragraph 1 provided that you do not violate the
provisions of Paragraph 2 hereof. During the Consulting Period, you
shall be entitled to receive compensation (the "Consulting Fee") of
$200,000 per annum payable monthly, plus such additional compensation
as Republic, in its sole discretion, shall determine.
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REPUBLIC NEW YORK CORPORATION
2. During the period beginning on the Termination Date and ending on
the tenth anniversary of the Termination Date, you shall not,
directly or indirectly, (a) be or become interested in or
associated with (as an officer, director, stockholder, partner,
consultant, owner, employee, agent, creditor otherwise) any
business that is then, or which then proposes to become, a
competitor of the Republic Group; provided, that the foregoing
shall not restrict you from the ownership, solely as an
investment, of securities of any business if such ownership is
(i) not as controlling person or such business, (ii) not as a
member of a group that controls such business, and (iii) not as a
direct or indirect beneficial owner of 5% or more of any class of
securities of such business, (b) induce or seek to influence any
employee of (or consultant to) the Republic Group to leave its
employ (or terminate such consultancy), (c) aid a competitor of
the Republic Group in any attempt to hire a person who shall have
been employed by, or who was a consultant to, the Republic Group
within the one-year period preceding the date of any such aid or
(d) solicit for any person other than the Republic Group any
banking or banking related business of any customer or depositor
of the Republic Group. If you breach any of the provisions of
this Paragraph 2, you shall not be entitled to the Consulting
Fee, and upon demand shall immediately repay to Republic an
amount equal to all payments of the Consulting Fee, if any, made
to you hereunder prior to Republic's discovery of such breach.
Republic's sole other remedy for your breach of the provisions of
this Paragraph 2 shall be the forfeiture of your Restricted
Shares as provided in Paragraph 3(c) hereof.
3. Your interest in the Restricted Shares shall be determined under
the provisions of this Paragraph 3, notwithstanding any provision
or term to the contrary contained in the grant of such shares or
in the Restricted Stock Plan, the Restricted Stock Election Plan
or the Long-Term Incentive Stock Plan.
a. All Restricted Shares shall remain subject to forfeiture until
vested (i.e., until they become nonforfeitable). No Restricted
Shares shall vest prior to January 15th of the year following the
year in which the Termination Date occurs. The Restricted Shares
you shall have on the Termination Date (and any additional shares
acquired pursuant to any dividend reinvestment program) shall
vest on January 15th of the year following the year in which the
Termination Date occurs and on each January 15th thereafter,
according to Schedule B hereto, until all shares vest.
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REPUBLIC NEW YORK CORPORATION
b. All Restricted Shares, if not previously forfeited, shall
immediately vest upon your death.
c. All Restricted Shares that have not previously vested shall be
immediately forfeited and returned to Republic in the event that
you breach the provisions of Paragraph 1 or 2 hereof.
Please confirm your agreement with the foregoing by signing both
copies of this letter and returning one to me.
Very truly yours,
/s/ Xxx X. Xxxxxxx
Accepted and agreed:
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Date: 12/29/97
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Schedule A
RESTRICTED STOCK ELECTION PLAN - XXXXXX X. XXXXXX
SHARES ISSUED IN 1987: 14,475
14,395
80 dividends
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14,475
SHARES ISSUED IN 1988: 403
106
99
99
99
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403 dividends
SHARES ISSUED IN 1989: 416
106
107
101
102
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416 dividends
SHARES ISSUED IN 1990: 426
99
105
102
120
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426 dividends
SHARES ISSUED IN 1991: 8,428
Stock split shares 8,008
104
100
92
124
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420 dividends
SHARES ISSUED IN 1992: 592
147
150
146
149
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592 dividends
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Schedule A
SHARES ISSUED IN 1993: 533
137
127
141
128
---
533 dividends
SHARES ISSUED IN 1994: 676
146
165
175
190
---
676 dividends
SHARES ISSUED IN 1995: 734
192
193
186
163
---
734 dividends
SHARES ISSUED IN 1996: 641
153
177
159
152
---
641 dividends
SHARES ISSUED IN 1997: 490
123
131
123
113
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490 dividends
TOTAL STOCK FROM DEFERRED COMPENSATION ($750,000): 14,395
TOTAL SHARES ISSUED AS DIVIDENDS: 5,411
TOTAL SHARES FOR STOCK SPLIT: 8,008
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TOTAL SHARES ISSUED AS RESTRICTED STOCK: 27,814
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SCHEDULE A
1985 RESTRICTED STOCK PLAN & 1995 LONG-TERM
INCENTIVE STOCK PLAN - XXXXXX X. XXXXXX
SHARES ISSUED IN 1993: 5,000
5,000 award
SHARES ISSUED IN 1994: 5,000
5,000 award
SHARES ISSUED IN 1995: 5,091
5,000 award
91 dividends
SHARES ISSUED in 1996: 3,392
3,000 award
87
95
110
100
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392 dividends
SHARES ISSUED IN 1997: 5,966
5,300 award
87
96
102
96
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381 dividends
TOTAL STOCK AWARDS: 23,300
TOTAL SHARES ISSUED AS DIVIDENDS: 864
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TOTAL SHARES ISSUED AS RESTRICTED STOCK: 24,164
TOTAL RESTRICTED STOCK UNDER ALL PLANS: 27,814
24,164
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51,978
a/o 11-4-97
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SCHEDULE B
10% of the total number of Restricted Shares Xxxxxx X. Xxxxxx shall have on the
Termination Date (and any additional shares acquired pursuant to any dividend
reinvestment program) shall vest on January 15th of the year following the year
in which the Termination Date occurs and on each January 15th thereafter, until
all shares vest.
