Exhibit 10(o)
February 1, 1996
Xx. Xxxxxxx X. Xxxxxxx
Dear Dick:
The following is a Letter Agreement detailing the terms and conditions of
your employment as Chief Executive Officer of Xxxxxx International Corporation.
LETTER AGREEMENT
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Xxxxxx International Corporation (hereinafter sometimes referred to as the
"Company" or "Xxxxxx") agrees to employ you as Chairman of its Board of
Directors and its Chief Executive Officer effective as of November 13, 1995, and
you agree to accept such employment under the terms and conditions provided in
this Letter Agreement. In this capacity, you shall have the usual powers and
duties vested in the office of the Chairman of the Board of Directors and Chief
Executive Officer of a corporation of the size, stature, and nature of the
Company. Consistent with and subject to the ultimate authority which reposes in
the Board of Directors of the Company, you will have full authority over and the
responsibility for overall policy making and for the day-to-day operations of
the Company. In addition to the foregoing authorities and responsibilities, you
also may be given additional authority and/or responsibility as deemed
appropriate by the Board of Directors of the Company.
The terms and conditions of your employment are specified below:
1. Your employment, pursuant to this Letter Agreement, shall commence on
November 13, 1995 (the "Effective Date"), and shall terminate on December
31, 1997, unless earlier terminated pursuant to Paragraph 8. In the event
that the Company shall desire to extend the terms of this Letter Agreement
beyond December 31, 1997 it shall use its best efforts to provide you
written notice evidencing such intention at least six months prior to
December 31, 1997 (the period commencing on the Effective Date and ending
on December 31, 1997 or such later date to which the term shall have been
extended shall be hereinafter referred to as the "Employment Term")). Your
base salary for the period from November 13, 1995 through December 31, 1996
shall be $475,000 on an annualized basis. Following such period, your
salary shall be reviewed and may be increased, but in no event shall be
lower than $475,000 on an annualized basis. Except
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February 1, 1996
Page 2
as provided in Paragraph 8 of this Letter Agreement, your salary will not
be reduced below the levels stated in this Paragraph during the term of
this Letter Agreement.
2. Except as may otherwise be approved in advance by the Chairman of the
Executive Committee of the Company and except for services as an Outside
Director approved in advance by the Chairman of the Executive Committee of
the Company, during the Employment Term, you will devote your full business
time, attention and best efforts to the performance of your duties under
this Letter Agreement.
3. Assuming continued employment for the 1996 and 1997 plan years, you will be
a participant in the Management Incentive Plan or whatever other incentive
plan is established in place of the Management Incentive Plan for the
calendar years 1996 and 1997 at a target bonus of 60% of salary, and your
Management Incentive Plan bonus from the Management Incentive Plan or its
successor plan will be no less than $125,000 per year regardless of the
achievement of objectives; provided, however, that through December 31,
1995, you will continue to participate in the Management Incentive Plan
under the terms applicable to you, as in effect immediately prior to the
Effective Date. In calculating your bonus under this plan, five
measurements will be used: three financial measurements -- Net Income,
Return on Assets, and the Ratio of Non-Earning Assets, weighted 50%, 10%
and 20%, respectively; and two non-financial measurements, "quality of
assets", as determined by the Chairman of the Executive Committee of the
Company and "contribution to Fuji Group" as determined by the Chairman of
the Executive Committee each with a 10% weight will be used for the year
1996. The Company and you will agree to the specific target numbers for
the three financial measurements for 1996 and 1997 as soon as practicable,
but no later than March 4 of each such year.
4. Assuming continued employment, you will continue to be a participant in the
Long Term Incentive Plan for the 1994-1996 plan cycle, provided, however,
that through December 31, 1995 your participation in such plan will be
under the terms applicable to you immediately prior to the Effective Date.
Beginning on January 1, 1996 and throughout the remainder of the Employment
Term, your annual target bonus under this plan will be 50% of your salary.
In calculating your bonus under this plan for these years, five
measurements will be used: three financial measurements -- Net Income,
Return on Assets and the Ratio of Non-Earning Assets, weighted 50%, 10% and
20%, respectively; and two non-financial measurements -- "quality of
assets", as determined by the Chairman of the Executive Committee of the
Company, and
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February 1, 1996
Page 3
"contribution to Fuji group", as determined by the Chairman of the
Executive Committee, each with a 10% weight. Specific target numbers for
financial measurements for each year during the Employment Term will be set
using the 1995-1997 mid-range plan numbers. Such target numbers will be
communicated to you under a separate letter which will be sent to you
shortly. Assuming continued employment throughout the Employment Term, you
are guaranteed a payment for each plan year of no less than $100,000. You
will also be eligible to participate in any successor long term incentive
plans of the Company for the period that you are employed by the Company
under this Letter Agreement upon terms no less favorable than those
provided above.
5. Except as it relates to pension vesting credit all obligations under your
prior Letter Agreement with the Company dated July 31, 1987 are satisfied,
and the prior Letter Agreement is superseded by this Letter Agreement.
6. You will continue so long as you are employed by the Company to be eligible
for the executive perquisites outlined in the Company's policies. Your
annual allowance for financial counseling, tax and financial legal
assistance will be $8,000. In addition, on a one-time basis, your
allowance for expenses associated with the legal review of this Letter
Agreement will be up to $2,000. Costs including, but not limited to,
normal monthly dues and special assessments relating to your membership in
a suitable country club or tennis club of your choosing will be borne by
the Company.
7. You will continue to be covered under all Xxxxxx health, welfare, and
pension programs including the "excess IRS" supplemental coverage to which
you are now entitled. You will continue to receive credit for vesting
purposes under the Company's Retirement Plan for your years of service with
Citicorp. You will also receive a supplemental pension under the
"Supplemental Executive Retirement Plan" which, together with the benefits
you are entitled to receive under the Company's retirement plan, provides
you with a benefit equivalent to the amount you would have received under
the Company's retirement plan without regard to the annual retirement
benefit limitations of Sections 401(a)(17) and 415 of the Internal Revenue
Code, as amended from time to time.
8. (a) Your employment will terminate hereunder in the event of your
death or "permanent disability" (as defined below) during the term of
this Letter Agreement. In the event of such termination, the Company
shall pay to you or your legal representatives (as applicable) all
amounts and benefits which have
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February 1, 1996
Page 4
accrued through the date of such termination but which have not
been paid out, including, but not limited to, amounts accrued as of
the date of such termination under the Management Incentive Plan and
the Long Term Incentive Plan. In the event of a termination of your
employment pursuant to this subparagraph (a) in the midst of a plan
year, payments will be based upon performance for the entire year,
prorated based upon days to the date of termination (but in no event
less than a similarly prorated portion of your minimum guarantee).
Such amounts shall be paid in a lump sum to you or to your estate or
beneficiary (as applicable) within 45 days of the end of the year of
such termination. For purposes of this Letter Agreement "permanent
disability" shall mean a "total disability" (as such term is defined
in the Company's Long-Term Disability Plan) which total disability
shall exist for any continuous period of 180 days. Termination of
your employment hereunder pursuant to this subparagraph (a) shall be
deemed to occur on the date of your death or on a date specified by
the Company in a written notice to you stating that the Company has
determined (pursuant to the terms of the Long-Term Disability Plan)
that you have become permanently disabled.
(b) Your employment may be terminated at any time by either you or the
Company, upon a date specified in a written notice of such termination
given to the other. If (1) your employment is terminated by the
Company at its election for any reason other than for "cause", as
defined in subparagraph (c) below, or (2) your employment is
terminated by you at your election because there has been a
significant diminution of your assigned duties and responsibilities
including, without limitation, any removal of your titles as either
Chairman of the Board or Chief Executive Officer or any material
diminution of the powers associated with either of such positions
provided that in the case of a termination by you pursuant to this
clause (2) you have delivered written notice to the Company specifying
the diminution in your assigned duties which you believe justifies
such termination and the Company shall have failed to reverse the same
or to take all reasonable steps to that end within 30 days of its
receipt of such notice, then the Company will pay you severance
benefits consisting of all of the following:
(i) Amounts equal to your salary in effect at the time of your
termination through the later of (x) December 31, 1997 or (y) the
date fifteen months from the date of such termination.
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February 1, 1996
Page 5
(ii) For the year in which your employment is terminated, you will
receive a Management Incentive Plan bonus calculated as of the
end of the Plan year, based upon performance for the entire year,
prorated based upon days to the date of termination (but in no
event less than a similarly prorated portion of your minimum
guarantee). Such bonus shall be paid in a lump sum within 45
days of the end of the year of such termination. If termination
occurs prior to December 31 of any year, you will not be eligible
for an Annual Incentive Plan bonus for any subsequent year.
(iii) For the year in which your employment is terminated, you will
receive bonuses under the Long Term Incentive Plan or any
successor thereto in which you participate at the time based on
your termination date, calculated as of the end of the plan
years, based upon performance for the entire year, prorated based
upon days to the date of termination (but in no event less than a
similarly prorated portion of your minimum guarantee). Such
bonus shall be paid in a lump sum within 45 days of the end of
the year of such termination. If termination occurs prior to
December 31 of any year, you will not be eligible for a bonus
under any long term incentive plan in which you participate at
the time for any subsequent year.
(iv) You will continue to be covered for all allowable health and
welfare benefits through the later of (x) December 31, 1997 or
(y) the date fifteen months from the date of such termination and
you will receive a lump sum payment equivalent to the present
value (as reasonably determined by the Company) of the additional
benefit which you would have accrued under the Company's
retirement plans had you continued to receive benefits thereunder
from the date of termination through the last day of the benefit
continuation period described in this clause (iv).
(c) For purposes of this Letter Agreement, termination of your employment
by the Company shall be deemed to have been for "cause" only
(i) if such termination shall have been the result of fraud or
criminal conduct on your part which is materially injurious to
the financial condition or business reputation of the Company or
any of its subsidiaries or affiliates; or
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February 1, 1996
Page 6
(ii) if there has been a material and willful breach on your part of
your responsibilities or a willful failure to comply with
reasonable directives or policies of the Company's Board of
Directors; but, in each case, only if you shall have received
written notice from the Company specifying the breach or failure
to comply complained of, demanding that you remedy such breach or
failure to comply and affording you an opportunity to be heard in
connection therewith, and you either shall have failed to remedy
such alleged breach or failed to comply within 30 days from your
receipt of such written notice or shall have failed to take all
reasonable steps to that end during such 30-day period and
thereafter.
(d) (1) If your employment is terminated "for cause" as defined in
subparagraph (c) above, you will immediately be deemed to have
forfeited the right to receive any payment or benefits not paid prior
to the date of such termination (other than accrued and unpaid salary
and any prior year's Management Incentive Plan bonus earned but not
yet paid) and coverage (including, without limitation, future accrual
of service credit) under all pension and other benefit plans and all
perquisites shall cease immediately.
(2) If you terminate your employment hereunder for any reason other
than that specified in clause 2 of subparagraph (b), you will
immediately be deemed to have forfeited: (i) the right to receive
any payment under (A) the Management Incentive Plan (other than
amounts due but not yet paid) and (B) any long term incentive plan in
which you participate at the time (other than amounts due in
accordance with the terms of such plan but not yet paid) , in each
case as in effect at the date of any such termination; and (ii) salary
under Paragraph 1 above and perquisites under Paragraph 6 above for
any periods subsequent to the date of such termination; and (iii)
coverage (including, without limitation, future accrual of service
credit) under all pension and other benefit plans shall cease
immediately.
(e) In the event you and the Company do not reach a mutually acceptable
agreement regarding your employment subsequent to December 31, 1997:
(1) you will continue to receive all incentive compensation as
provided for in this Letter Agreement until December 31, 1997, (2) you
will receive amounts equal to your full salary at the then current
rate until the later of (i) December 31, 1997 and (ii) the date
fifteen months from the date the Company notifies you that it does not
intend to extend your employment, and (3) you will receive all
allowable health and welfare benefits until the later of (i) December
31, 1997 and (ii) the date fifteen months from the date the Company
notifies you that it
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February 1, 1996
Page 7
does not intend to extend your employment and you will receive a lump
sum payment equivalent to the present value (as reasonably determined
by the Company) of the additional benefit which you would have accrued
under the Company's retirement plans had you continued to receive
benefits thereunder from the date of termination through the last day
of the benefit continuation period described in this subparagraph (e).
(f) Notwithstanding any other term of this Agreement to the contrary, upon
termination of your employment for any reason, (a) you shall in all
events receive, when such amounts would otherwise be then due and
owning, (i) all amounts accrued under the Executive Deferral
Compensation Plan, (ii) all statutory rights to receive or purchase
welfare benefits, (iii) reimbursement for unreimbursed expenses in
accordance with the policies of the Company in effect as of the date
of such termination, (iv) accrued vacation pay, (v) earned pension
benefits in accordance with the applicable terms of the governing
plans, and (vi) all vested monies in 401(k) or other defined
contribution plans in accordance with the applicable terms of the
governing plans; and (b) to the extent applicable law or the general
terms of any defined contribution or benefit plan prohibits the
provision of any benefit, the Company's obligation to provide such
benefit shall cease.
9. With respect to any dispute or controversy arising under or in connection
with this Letter Agreement, the parties agree that any such dispute shall
be submitted to and determined by arbitration in Chicago, Illinois, in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and the parties agree to be bound by the decision
in any such arbitration proceeding.
10. Except as specifically provided in Paragraphs 3 and 4 above, the terms of
any of Xxxxxx'x benefit plans and incentive plans referred to in this
Letter Agreement may be changed by the Board of Directors or any of its
committees and such changes shall not be deemed to be a breach of this
Letter Agreement, except that (i) no such change shall adversely affect any
benefit accrued by you at or prior to the date of such change and (ii) no
such change shall reduce your health, welfare or pension benefits, unless
such changes are applicable to all the Company's employees.
11. The validity, interpretation, construction and performance of this Letter
Agreement shall be governed by the laws of the State of Illinois.
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February 1, 1996
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If you are in accord with the foregoing, please so indicate by
countersigning and returning the enclosed copy of this letter.
Very truly yours,
XXXXXX INTERNATIONAL CORPORATION
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Agreed:
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
