Employment Agreement
EMPLOYMENT
AGREEMENT dated as of December 31, 2010 (this “Agreement”), between
ICAHN ENTERPRISES HOLDINGS L.P. (the “Company” or “Employer”) and Xx.
Xxxxxxxx Xxxxxx (“Employee”). Company
and Employee may hereinafter be referred to jointly as the "Parties." This
Agreement supersedes and replaces the employment agreement entered into by the
parties hereto dated May 1, 2008 (the “Prior Agreement”).
The
Parties to this Agreement, in consideration of the mutual covenants contained
herein, agree upon the following terms of employment of Employee by
Company:
1. Employment. Upon
the terms and conditions hereinafter set forth, the Company hereby agrees to
employ Employee and Employee hereby agrees to become so
employed. During the Term of Employment (as hereinafter defined),
Employee will be employed in the position of (i) Chief Financial Officer of the
Company, and (ii) an officer, director, advisor or agent to the Company, Icahn
Enterprises G.P. Inc., the general partner of the Company (the “General Partner”),
and/or Icahn Enterprises, L.P. (“Icahn Enterprises”),
and each of their respective direct and/or indirect subsidiaries (each of such
subsidiaries, the "Designated
Affiliates"), as such positions may be specified from time to time by the
Board of Directors of the General Partner (such board or any committee of such
board to which such board delegates its responsibilities with respect hereto
being referred to herein as the “Board”). In
such capacities Employee shall perform such duties as are specified by any of
the Board, the Company, the General Partner, Icahn Enterprises, the Designated
Affiliates and the Superiors (as defined below).
During
the Term of Employment, Employee shall (i) report to and be subject to
supervision by each of (A) the Board, (B) Chairman of the Board (the “Chairman”), (C)
President of the Company, (D) Chief Executive Officer of the Company, (D)
Principal Executive Officer of the Company, and (E) or such other persons or
entities as shall be specified by the Board from time to time (Persons
specified, and/or in the capacities set forth, in (B) through (E) of this
clause, collectively, the “Superiors”), (ii)
perform such duties for the Company and its subsidiaries and affiliates, as are
specified from time to time by the Superiors, the Company and the Board, and
shall serve in such capacities at the pleasure of, the Company and the Board,
subject to the terms hereof, (iii) devote all of his professional attention, on
a full time basis, to the business and affairs of the Company and shall use his
best efforts to advance the best interest of the Company and shall comply with
all of the policies and procedures of the Company, including, without
limitation, such policies with respect to legal reporting and compliance,
conflicts of interest, confidentiality and business ethics as are from time to
time in effect, (iv) not directly or indirectly render services to, or otherwise
act in a business or professional capacity on behalf of or for the benefit of,
any other “Person” (as defined below) as an employee, advisor, member of a board
or similar governing body, sole proprietor, independent contractor, agent,
consultant, representative or otherwise, whether or not compensated, and (v)
work in the Company’s offices located in New York City on a full time basis and
reside in New York City or its vicinity.
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The
parties acknowledge that Employee may from time to time also be requested by
Xxxx X. Icahn to act as an officer, director, advisor or agent to entities with
which he and his affiliates are involved (such entities, other than the Company,
the General Partner, Icahn Enterprises and the Designated Affiliates, are
referred to herein as the "Icahn Designated
Entities") and Employee agrees that he will do so. Employee
will not receive any additional compensation in taking on such activities and
the Company will be reimbursed by the Icahn Designated Entities based on the
time spent by Employee in such activities in accordance with the Company’s
policies.
"Person" or “person”, as used in
this Agreement, means any individual, partnership, limited partnership,
corporation, limited liability company, trust, estate, cooperative, association,
organization, proprietorship, firm, joint venture, joint stock company,
syndicate, company, committee, government or governmental subdivision or agency,
or other entity.
2. Term. The
employment under the Prior Agreement will end at the end of 2010 and the
employment period of Employee under this Agreement shall commence on January 1,
2011 and shall continue through December 31, 2011 (December 31, 2011 being the
“Expiration Date”), unless earlier terminated as set forth in this Agreement
(the “Term of
Employment”).
3. Compensation. For
all services to be performed by Employee under this Agreement during the Term of
Employment, and in lieu of any amounts payable or that could become payable, but
unpaid, under the Prior Agreement, Employee shall be compensated in the
following manner:
(a) Base
Compensation. The Company will pay Employee a salary (the
“Base Salary”)
at an annual rate of $425,000 per full 365-day year (being approximately
$1,164.38 per day). The Base Salary shall be earned and payable in
accordance with the normal payroll practice of the Company.
(b) Bonus
Compensation. Employee will be entitled to receive a bonus
payment of $250,000 on June 30, 2011 (the “June
Bonus”) unless the employment of Employee has terminated
prior to June 30, 2011: (x) by death or Disability as contemplated in Section
5(b) below; or (y) as a result of the discharge of Employee by the Company for
“Cause” pursuant to Section 5(c) below; or (z) by Voluntary Resignation as
contemplated in Section 5 (d) below. Employee will be entitled to
receive a bonus payment of $425,000 on December 31, 2011 (the “December Bonus”)
unless the employment of Employee has terminated effective prior to December 31,
2011: (x) by death or Disability as contemplated in Section 5(b) below; or (y)
as a result of the discharge of Employee by the Company for “Cause” pursuant to
Section 5(c) below; or (z) by Voluntary Resignation as contemplated in Section 5
(d) below. The compensation payable as contemplated in this Section
3(b) is referred to herein as “Bonus
Compensation”.
(c) Special Bonus
Compensation. Employee will also be entitled to receive a
special bonus from the Company in the amount of $193,925 on July 1, 2011 (the
“Special Payment Date”), if and only if, Employee is actively employed on a full
time basis by the Company on the Special Payment Date. The
compensation payable as contemplated in the preceding sentence of this Section
3(c) is referred to herein as “Special Bonus
Compensation”.
4. Benefits/Expense
Reimbursement. Employee shall be eligible to participate in
health insurance and 401(k) plans currently available to the executives of the
Company, subject to and on a basis consistent with the terms, conditions, and
overall administration of such plans. Employee shall be entitled to
reasonable reimbursement of all reasonable business expenses incurred on behalf
of the Company, in accordance with the Company's standard policies and
procedures. Employee shall be entitled to 22 paid-time-off days per
year to be accrued and used in accordance with the Company’s standard policies
and procedures.
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5. Termination. This
Agreement shall terminate (subject to Section 9(f) below (Survival Provision))
and the Term of Employment and the employment of Employee hereunder shall end,
on the first to occur of any of the following:
(a)
The Expiration Date;
(b) The:
(i) death of Employee or (ii) determination of the Board, that Employee has
become physically or mentally incapacitated so as to be unable to perform the
essential functions of Employee’s duties to the Company for 60 consecutive days
or 80 days in any twelve-month period, (the “Disability”);
(c)
The discharge of Employee by the
Company with or without Cause; or
(d) The
resignation of Employee for any reason or no reason (the “Voluntary
Resignation”), (and without limiting the effect of such resignation,
Employee agrees to provide the Company with not less than 60 days prior written
notice of his resignation, and in any event the Company may, at its option,
declare such resignation to be effective on (x) any day following receipt of
such notice or, (y) if such notice is not received, any day following such
resignation).
The
Company may discharge Employee at any time, for any reason or no reason, with or
without Cause. As used in this Agreement, “Cause” means: (i)
dishonesty detrimental to the best interests of the Company or any of its
affiliates; (ii) conduct of Employee involving any immoral act which is
reasonably likely to impair the business or reputation of the Company or any of
its affiliates; (iii) willful disloyalty to the Company or the Board, (iv)
refusal or failure of Employee to obey the lawful directions of the Board or the
Superiors, (v) neglect of duties and responsibilities assigned to Employee, (vi)
indictment for a felony or conviction or plea of nolo contendere to a
misdemeanor (other than a traffic violation) punishable by imprisonment under
federal, state or local law, (vii)
the violation, as determined by the Board based on opinion of its counsel, by
Employee of any securities or employment laws or regulations, (viii) the use by
Employee of a controlled substance without a prescription or the use of alcohol
which impairs Employee’s ability to carry out his duties and responsibilities,
(ix) material violation by Employee of the Company’s policies and procedures or
any breach of any agreement between the Company and Employee, or (x)
embezzlement and/or misappropriation of property of the Company or any of its
affiliates, or any act involving fraud with respect to the Company or any of its
affiliates.
6. Obligations
of the Company in the Event of Termination. In the event of
termination of Employee’s employment hereunder, all rights of Employee under
this Agreement, including all rights to compensation, shall end and Employee
shall only be entitled to be paid the amounts set forth in this Section 6 below;
provided, that, the obligations of the Company to make any payment required
pursuant to Section 6 (other than any amounts of Employee’s Base Salary and any
amounts payable on account of accrued but unused paid-time-off days), is subject
to and conditioned upon (i) execution and delivery by Employee to the Company of
a release agreement in favor of the Company, its affiliates and their respective
officers, directors, employees, agents and equity holders in respect of
Employee’s employment with the Company and the termination thereof substantially
in a form set forth in Exhibit A, attached hereto and as then provided by the
Company to Employee, and (ii) such release agreement, once executed by Employee
and delivered to the Company, becomes irrevocable and final under the applicable
law.
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(a) For
Cause, Death, Disability and Voluntary Termination.
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A.
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If
Employee's employment is terminated prior to the Expiration Date, for
Cause or due to Employee’s death or Disability or because of a Voluntary
Resignation, Employee will then, in lieu of any other payments of any kind
(including without limitation, any severance payments) be entitled to
receive, within thirty (30) days following the date on which such
termination occurs (the “Section 6A Termination
Date”) the following:
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(1)
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Payment
of any unpaid Base Salary through the Section 6A Termination
Date;
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(2)
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Payment
for any paid-time-off days accrued and unused as of the Section 6A
Termination Date, pursuant to Company policy;
and
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(3)
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Payment
of any Bonus Compensation that Employee is entitled to receive prior to
the Section 6A Termination Date pursuant to the terms of Section 3(b), but
which amount is not yet paid to
Employee.
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B.
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Coverage
under all of Company's benefit plans and programs in which Employee is
entitled to participate under Section 4 above will terminate as of the
Section 6A Termination Date, except to the extent expressly provided in
such plans, programs, or under applicable
law.
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(b) Without
Cause Termination.
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A.
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If
Employee's employment is terminated prior to the Expiration Date, without
Cause, Employee will then, in lieu of any other payments of any kind
(including without limitation, any severance payments) be entitled to
receive, within thirty (30) days following the date on which such
termination occurs (the Section 6B Termination
Date) the following:
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(1)
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Payment
of any unpaid Base Salary through the Section 6B Termination
Date;
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(2)
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Payment
for any paid-time-off days accrued and unused as of the Section 6B
Termination Date, pursuant to Company
policy;
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(3)
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Payment
of any Special Bonus Compensation that Employee is entitled to receive
prior to the Section 6B Termination Date pursuant to the terms of Section
3(c), but which amount is not yet paid to
Employee;
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(4)
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a
continuation of the payment of amounts of Base Salary that Employee would
have earned through the lesser of (A) the period through the Expiration
Date had he continued to be employed by the Company through the Expiration
Date or (B) the period ending on the 90th
day following the Section 6B Termination Date, to be paid on the same
schedule as previously paid; and
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(5)
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on
June 30, 2011 the June Bonus (if not previously paid), and on December 31,
2011, the December Bonus.
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B.
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Coverage
under all of Company's benefit plans and programs in which Employee is
entitled to participate under Section 4 above will terminate as of the
Section 6B Termination Date, except to the extent expressly provided in
such plans, programs, or under applicable
law.
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7. Non-Disclosure. From and after
the date hereof, during the Term of
Employment and at all times thereafter, Employee shall hold in a fiduciary
capacity for the benefit of the Company and each of its affiliates, all secret
or confidential information, knowledge or data, including, without limitation,
trade secrets, sources of supplies and materials, customer lists and their
identity, designs, production and design techniques and methods, identity of
investments or investors, identity of contemplated investments, business
opportunities, valuation models and methodologies, processes, technologies, and
any intellectual property relating to the business of the Company or its
affiliates, and their respective businesses, (“Confidential
Information”). Employee also agrees to keep confidential and
not disclose any personal information regarding any controlling Person of the
Company, including Xxxx X. Icahn, any Related Persons or any affiliates (and all
such personal information shall be deemed “Confidential Information” for the
purposes of this Agreement). If the Employee receives a request for
Confidential Information from a government agency or pursuant to a subpoena
(together with a request a “Order”), then Employee may comply with such Order,
provided, however, that
Employee shall first provide written notification to the Company of such Order
requesting disclosure, unless such notification is not permitted under the
Order. Employee shall not, without the prior written consent of the
Company (acting at the direction of the Board): (i) except to the extent
compelled pursuant to the Order or other body having jurisdiction over such
matter or based upon the advice of counsel that such disclosure is legally
required, communicate or divulge any Confidential Information to anyone other
than the Company and those designated by the Company; or, (ii) use any
Confidential Information for any purpose other than the performance of his
duties pursuant to this Agreement. Employee will assist the Company
or its designee, at the Company’s expense, in obtaining a protective order,
other appropriate remedy or other reliable assurance that confidential treatment
will be accorded any Confidential Information disclosed pursuant to the terms of
this Agreement. Employee agrees not to disparage the Company, its
officers and directors, Mr. Icahn, or Related Persons, or any affiliate of any
of the foregoing, in each case during and/or after his employment
hereunder. For the purposes of this Agreement, “Related Persons”
means: (1) Xxxx Xxxxx, any spouse and any child, stepchild, sibling or
descendant of Xxxx Xxxxx; (2) any estate of Xxxx Xxxxx or of any person referred
to in clause (1); (3) any person who receives a bequest from or beneficial
interest, in any estate under clause (2); (4) any executor, personal
administrator or trustee who holds such beneficial interest in the Company for
the benefit of, or as fiduciary for, any person under clauses (1), (2) or (3) to
the extent of such interest; (5) any Person, directly or indirectly owned or
controlled by Xxxx Xxxxx or any other person or persons identified in clauses
(1), (2), (3) or (4), and (6) any not-for-profit entity not subject to taxation
pursuant to Section 501(c)(3) of the Internal Revenue Code or any successor
provision to which Xxxx Xxxxx or any person identified in clauses (1), (2), or
(3) above contributes his beneficial interest in the Company or to which such
beneficial interest passes pursuant to such person’s will.
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Employee
agrees not to write a book or article about Mr. Icahn or Mr. Icahn’s family
members in any media and not to publish or cause to be published in any media,
any Confidential Information, and further agrees to keep confidential and not to
disclose to any third party, including, but not limited to, newspapers, authors,
publicists, journalists, bloggers, gossip columnists, producers, directors,
media personalities, and the like, any Confidential Information.
All
processes, technologies, intellectual property and inventions (collectively,
“Inventions”)
conceived, developed, invented, made or found by Employee, alone or with others,
during the Term of Employment, whether or not patentable and whether or not on
the Company’s or any of its subsidiaries’ time or with the use of the Company’s
or any of its subsidiaries’ facilities or materials, shall be the property of
the Company or its respective subsidiary, as the case may be, and shall be
promptly and fully disclosed by Employee to the Company. Employee
shall perform all acts (including, without limitations, executing and delivering
any confirmatory assignments, documents, or instruments requested by the Company
or any of its subsidiary) to vest title to any such Invention in the Company or
the applicable subsidiary and to enable to the Company or the applicable
subsidiary, at their expense, to secure and maintain domestic and/or foreign
patents or any other rights for such Inventions.
8. Non-Compete.
(a) In
addition to, and not in limitation of, all of the other terms and provisions of
this Agreement, Employee agrees that from and after the date hereof and during
the Term of Employment, Employee will comply with the provisions of Section 1
above.
(b) Employee
covenants and agrees that (unless the employment of Employee hereunder is
terminated by the Company without Cause) beginning on the date hereof and
continuing through December 31, 2011 Employee will not, either directly or
indirectly, as principal, director, agent, owner, employee, partner, investor,
shareholder (other than solely as a holder of not more than 1% of the issued and
outstanding shares of any public corporation), consultant, joint venturer,
advisor or otherwise howsoever own, operate, advise, assist, carry on or engage
in the operation of or have any financial interest in or provide, directly or
indirectly, financial assistance to or lend money to or guarantee the debts or
obligations of any Person carrying on or engaged in any business that is
competitive with the business conducted by the Company or any of its
subsidiaries during or on the date of termination of Employee’s
employment.
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(c) Employee
covenants and agrees that beginning on the date hereof and continuing through
the last day of the three (3) year period following the last day of the Term of
Employment, Employee shall not directly, or indirectly, for himself or for any
other Person:
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(i)
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solicit,
interfere with or endeavor to entice away from the Company or any of its
subsidiaries or affiliates, any current or prospective customer or client,
or any Person in the habit of dealing with any of the
foregoing;
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(ii)
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attempt
to direct or solicit any current or prospective customer or client away
from the Company or any of its subsidiaries or
affiliates;
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(iii)
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interfere
with, entice away or otherwise attempt to obtain or induce the withdrawal
of any employee of the Company or any of its subsidiaries or affiliates;
or
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(iv)
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advise
any Person not to do business with the Company or any of its subsidiaries
or affiliates.
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Employee
represents to and agrees with the Company that the enforcement of the
restrictions contained in Section 7 and Section 8 (the Non-Disclosure and
Non-Compete sections respectively) would not be unduly burdensome to Employee
and that such restrictions are reasonably necessary to protect the legitimate
interests of the Company. Employee agrees that the remedy of damages
for any breach by Employee of the provisions of either of these sections may be
inadequate and that the Company shall be entitled to injunctive relief, without
posting any bond, and Employee agrees not to oppose granting of such
relief. This section constitutes an independent and separable
covenant that shall be enforceable notwithstanding any right or remedy that the
Company may have under any other provision of this Agreement or
otherwise.
9. Miscellaneous.
(a) This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all previous written (including but not
limited to, the Prior Agreement), and all previous or contemporaneous oral
negotiations, understandings, arrangements, and agreements, and may be amended,
modified or changed only by a written instrument executed by Employee and the
Company. Employee shall remain responsible for any breach of the
Prior Agreement, if any, that occurred prior to the date hereof. No
term or condition of this Agreement shall be deemed to have been waived, except
by a statement in writing signed by the party against whom enforcement of the
waiver is sought. Any written waiver shall not be deemed a continuing
waiver unless specifically stated, shall operate only as to the specific term or
condition waived and shall not constitute a waiver of such term or condition for
the future or as to any act other than that specifically waived.
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(b) This
Agreement and all of the provisions hereof shall inure to the benefit of and be
binding upon the legal representative, heirs, distributees, successors (whether
by merger, operation of law or otherwise) and assigns of the parties hereto;
provided, however, that Employee may not delegate any of Employee’s duties
hereunder, and may not assign any of Employee’s rights hereunder, and any such
purported or attempted assignment or delegation shall be null and void and of no
legal effect. In the event the Company assigns this Agreement and its
successor assumes the Company’s obligations hereunder in writing or by operation
of law, all of the references to the Company, and to the Board, shall be deemed
to be references to the Company’s successor and to the governing body of such
successor, respectively. The Company and all of its
subsidiaries shall be and be deemed to be third-party beneficiaries of this
Agreement.
(c) This
Agreement will be interpreted and the rights of the parties determined in
accordance with the laws of the United States applicable thereto and the
internal laws of the State of New York, without giving effect to the conflict of
law principles thereof. Any unresolved dispute arising out of this
Agreement shall be litigated in any court of competent jurisdiction in the
Borough of Manhattan in New York City; provided that the Company may elect to
pursue a court action to seek injunctive relief in any court of competent
jurisdiction to terminate the violation of its proprietary rights, including but
not limited to trade secrets, copyrights or trademarks. Each party
shall pay its own costs and fees in connection with any litigation
hereunder.
(d) Employee
covenants and represents that (i) he is not a party to any contract, commitment
or agreement, nor is he subject to, or bound by, any order, judgment, decree,
law, statute, ordinance, rule, regulation or other restriction of any kind or
character, which would prevent or restrict him from entering into and performing
his obligations under this Agreement, (ii) he is free to enter into the
arrangements contemplated herein, (iii) he is not subject to any agreement or
obligation that would limit his ability to act on behalf of the Company or any
of its subsidiaries, and (iv) to his knowledge is not in material breach of the
Prior Agreement.
(e) Employee
acknowledges that he has had the opportunity to obtain assistance of legal
counsel in reviewing and negotiating this Agreement.
(f) This
Agreement and all of its provisions (other than the provisions of Section 5,
Section 6, Section 7, Section 8, and Section 9 hereof, which shall survive
termination) shall terminate upon Employee ceasing to be an employee of the
Company for any reason.
(g) All
notices and other communications hereunder shall be in writing; shall be
delivered by hand delivery to the other party or mailed by registered or
certified mail, return receipt requested, postage prepaid or by a nationally
recognized courier service such as Federal Express; shall be deemed delivered
upon actual receipt; and shall be addressed as follows:
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EMPLOYMENT
AGREEMENT
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If
to the Company:
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Chairman
of the Board
000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, XX 00000
Attention: Xxxx
X. Icahn
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With
a copy to:
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000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, XX 00000
Attention:
Legal
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If
to Employee:
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At
the last known principal residence address reflected in the payroll
records of the Company, or to such other address as either party shall
have furnished to the other in writing in accordance
herewith.
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(h) All
amounts paid to Employee under or pursuant to this Agreement, including, without
limitation, the Base Salary, any Bonus Compensation, any Special Bonus
Compensation or any other compensation or benefits, whether in cash or in kind,
shall be subject to federal, state and, if applicable, local or foreign tax
withholding and deductions imposed by any one or more federal, state, local and
or foreign governments, or pursuant to any foreign or domestic applicable law,
rule or regulation.
(i) In
the event of any inconsistency between this Agreement and any other agreement,
plan, program, policy or practice (collectively, “Other Provision”) of
the Company, the terms of this Agreement shall control over such Other
Provision. Any calculation, allocation, expense, estimate or other
amount, if any, to be determined under this Agreement or for the purpose of this
Agreement (including all determinations of eligibility), for any period or
portion of a period, and any amount payable or allocable to Employee under this
Agreement for any period or portion of a period, shall be determined by the
Company, whose determination shall be final and binding on all
parties.
(j) Employee
shall not issue any press release or otherwise make any public statement or
announcement with respect to the Company or this Agreement, including without
limitation, in connection with the provision of the services hereunder, without
the prior written consent of the Company.
(k) Any
termination of Employee's employment with the Company shall constitute an
automatic resignation of Employee as an officer of the Company and each
affiliate of the Company, and an automatic resignation of Employee from the
Board (if applicable), and from the board of directors of any affiliate of the
Company, and from the board of directors or similar governing body of any
corporation, limited liability company, or other entity in which the Company or
any affiliate holds an equity interest and with respect to which board or
similar governing body Employee serves as the Company's or such affiliate's
designee or other representative.
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EMPLOYMENT
AGREEMENT
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(l) This
Agreement may be executed in two or more counterparts (and by facsimile), each
of which shall be deemed to be an original, and all of which, taken together,
shall be deemed to be one and the same instrument.
(m) Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal, or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality, or
unenforceability will not affect any provision in any other jurisdiction, but
this Agreement will be reformed, construed, and enforced in such jurisdiction as
if such invalid, illegal, or unenforceable provision had never been contained
herein except that any court having jurisdiction shall have the power to reduce
the duration, area, or scope of such invalid, illegal, or unenforceable
provision and, its reduced form, it shall be enforceable. It is the
intent of the Parties that the provisions of this Agreement be enforceable to
the fullest extent permitted by applicable law. The Parties agree
that the language of all parts of this Agreement shall in all cases be construed
as a whole, according to its fair meaning, and not strictly for or against
either Party.
(n) Following
the termination of the Term Employee will not be deemed to be employed under
this Agreement, even if the employment of Employee with the Company or its
affiliates continues.
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EMPLOYMENT
AGREEMENT
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IN WITNESS WHEREOF, the
Parties have executed the Agreement as of the day and year first shown
above.
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ICAHN
ENTERPRISES HOLDINGS L.P.
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By:
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ICAHN
ENTERPRISES G.P. INC.,
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its
general partner
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By:
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/s/ Xxxxxx X. Xxxxxxxxx | |
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
President
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EMPLOYEE:
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Name: Xxxxxxxx
Xxxxxx
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[Signature
Page to Employment Agreement Xxxxxxxx Xxxxxx: Salary: $425k; June 30
bonus, $250k; December 31 bonus, $425k; Special Transition Bonus,
$193k. Term, January 1 to December 31, 2011]
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EMPLOYMENT
AGREEMENT
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