FORM OF EMPLOYMENT AGREEMENT
Exhibit 10.2
FORM OF EMPLOYMENT AGREEMENT
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We are pleased that you will be continuing your employment as a Partner of Xxxxxx Xxxxxx
Partners Group, Inc., a Delaware corporation (“TWPG Inc.”), or one or more of its subsidiaries or
affiliates (collectively with TWPG Inc., and its and their predecessors and successors, the
“Firm”), and are writing to set forth the terms and conditions of such employment. Certain
capitalized terms are defined in Section 5 hereof.
1. Employment
You will be employed by TWPG Inc., or one or more of its subsidiaries or affiliates, subject
to the terms and conditions of this Agreement for the period commencing on the date hereof and
ending on December 31, 2006 (the “Initial Employment Period”). After the Initial Employment Period
(unless otherwise agreed by you and the Firm in writing), there will be no set term of employment.
You or the Firm may terminate your employment at any time during or after the Initial Employment
Period for any reason, or for no reason, by giving not less than ninety (90) days’ prior written
notice of termination; provided, however, that the Firm may elect to place you on
paid leave for all or any part of such 90-day period; and provided further that no
advance notice need be given by the Firm to you in connection with a termination of your employment
for Cause or on account of Extended Absence.
During the Employment Period: (i) you will have such duties and responsibilities as the Firm
may from time to time determine; (ii) you will devote your entire working time, labor, skill and
energies to the business and affairs of the Firm; and (iii) you will be paid the base salary
separately communicated to you and such bonuses, if any, as the Firm may determine in its sole
discretion.
During the Employment Period, you will duly and accurately file all required income tax
returns and, if requested to do so, will certify to that effect to the Firm annually on a form
specified by the Firm.
2. Compensation
(a) Base Salary. During the Employment Period, subject to your continued employment hereunder,
you shall be paid an annualized base salary of U.S. $200,000 (or foreign currency equivalent),
payable in semi-monthly installments. Your base salary shall be subject to annual review by the
Firm.
(b) Annual Bonus. During the Employment Period, subject to your continued employment
hereunder, you may be awarded an annual bonus in an amount determined in the sole discretion of the
Compensation Committee.
(c) Long-term Incentive Compensation. During the Employment Period, subject to your continued
employment hereunder, you shall be eligible to participate in any equity incentive plan for
executives of the Firm as may be in effect from time to time, in accordance with the terms of any
such plan.
3. Employee Benefit Plans
During the Employment Period, subject to your continued employment hereunder, you shall be
eligible to participate in all employee retirement and welfare benefit plans and programs of the
type made available to the Firm’s employees generally, in accordance with their terms and as such
plans and programs may be in effect from time to time, which may include, without limitation,
savings, profit-sharing and other retirement plans or programs, 401(k), medical, dental, flexible
spending account, hospitalization, short-term and long-term disability and life insurance plans.
4. No Severance
You shall not be entitled to any severance payments or benefits upon termination of the
Employment Period.
5. Certain Definitions
As used herein, the following terms have the following meanings:
“Board” means the Board of Directors of TWPG Inc.
“Cause” means (i) your breach of this Agreement, the Partners’ Equity Agreement, the Pledge
Agreement or any other written agreement between you and the Firm, or (ii) your violation of any
Firm policy (including in respect of xxxxxxx xxxxxxx, hedging or confidential information) as in
effect from time to time.
“Compensation Committee” means the Compensation Committee of the Board, or any successor to
such committee, or any other committee of the Board appointed or designated by the Board, in each
case, composed of no fewer than two directors each of whom is a “non-employee director” within the
meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and an “outside director”
within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.
“Date of Termination” means (i) if your employment is terminated by the Firm for Cause or on
account of Extended Absence, the date of the Firm’s delivery of written notice of termination,
(ii) if your employment is terminated by the Firm other than for Cause or on account of Extended
Absence, the date that is ninety (90) days after the Firm’s delivery of written notice of
termination, or (iii) if your employment is terminated by you, the date that is ninety (90) days
after your delivery of written notice of termination, or such earlier date as may be determined by
the Firm in its sole discretion.
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“Employment Period” means the period commencing on the date hereof and ending on your Date of
Termination, and includes the Initial Employment Period.
“Extended Absence” means your absence from employment for at least 180 days in any 12-month
period as a result of your incapacity due to mental or physical illness, as determined by the Firm.
“Partners’ Equity Agreement” means the Partners’ Equity Agreement, dated as of the date
hereof, among TWPG Inc. and the individuals listed on the signature page thereto, as in effect from
time to time.
“Pledge Agreement” means the Pledge Agreement, dated as of the date hereof, between you and
TWPG Inc., as in effect from time to time.
6. Dispute Resolution
Any dispute, controversy or claim between you and the Firm, arising out of or relating to or
concerning the provisions of this Agreement, your employment with the Firm or otherwise concerning
any rights, obligations or other aspects of your employment relationship in respect of the Firm,
shall be finally resolved in accordance with the provisions of Section 3.09 of the Partners’ Equity
Agreement. Without limiting the foregoing, you acknowledge that a violation on your part of this
Agreement would cause irreparable damage to the Firm. Accordingly, you agree that the Firm will be
entitled to injunctive relief for any actual or threatened violation of this Agreement in addition
to any other remedies it may have.
7. Governing Law
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
8. Miscellaneous
This Agreement shall not supersede any other agreement, written or oral, pertaining to the
matters covered herein, except to the extent of any inconsistency between this Agreement and any
prior agreement, in which case this Agreement shall prevail. Notices hereunder shall be delivered
to the Firm at its principal executive office directed to the attention of TWPG Inc.’s General
Counsel, and to you at your last address appearing in the Firm’s employment records.
You may not, directly or indirectly (including by operation of law), assign your rights or
obligations hereunder without the prior written consent of the Chief Executive Officer of TWPG Inc.
or its successors, or such individual’s designee, and any such assignment by you in violation of
this Agreement shall be void. This Agreement shall be binding upon your permitted successors and
assigns. Without impairing your
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obligations hereunder, TWPG Inc. may at any time and from time to time assign its rights and
obligations hereunder to any of its subsidiaries or affiliates (and have such rights and
obligations reassigned to it or to any other subsidiary or affiliate). This Agreement shall inure
to the benefit of and be binding upon the Firm and its assigns. This Agreement may not be amended
or modified other than by a written agreement executed by you and TWPG Inc. or its successors, nor
may any provision hereof be waived other than by a writing executed by you or TWPG Inc. or its
successors; provided, that any waiver, amendment or modification of any of the provisions
of this Agreement shall not be effective against the Firm without the written consent of the Chief
Executive Officer of TWPG Inc. or such individual’s designee.
If any provision of this Agreement is finally held to be invalid, illegal or unenforceable
(whether in whole or in part), such provision shall be deemed modified to the extent, but only to
the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall
not be affected thereby. Except as expressly provided herein, this Agreement shall not confer on
any person other than you and the Firm any rights or remedies hereunder. The captions in this
Agreement are for convenience of reference only and shall not define or limit the provisions
hereof.
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If the foregoing is in accordance with your understanding, please kindly confirm your
acceptance and agreement by signing and returning this letter which will thereupon constitute an
agreement between you and TWPG Inc., on its behalf and on behalf of its subsidiaries and
affiliates.
| Very truly yours, XXXXXX XXXXXX PARTNERS GROUP, INC. (on its behalf, and on behalf of its subsidiaries and affiliates) |
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| By: | ||||
| Name: | ||||
| Title: | ||||
Agreed to and accepted as of
the date of this letter:
the date of this letter:
Name: |
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