March 1, 2010
Exhibit 10.1
March 1, 2010
Xxxxx Xxxxxxx Companies
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Re: Benefits
Dear Xx. X’Xxxxx:
This letter agreement (this “Agreement”) is made as of March 1, 2010, by and between Xxxxx
Xxxxxxx Companies (“Piper”) and Brien X. X’Xxxxx (“X’Xxxxx”), in connection with the transactions
contemplated by that certain Securities Purchase Agreement, dated as of December 20, 2009, by and
among Piper, Xxxxx Xxxxxxx Newco, Inc., Advisory Research Holdings, Inc., a Delaware corporation
(the “Company”), O’Brien, TA Associates, Inc. and the other parties signatory thereto (the
“Purchase Agreement”). Capitalized terms used herein but not otherwise defined shall have the
meanings given to them in the Purchase Agreement.
This Agreement sets forth certain employee benefits that Piper agrees to provide, or to cause
its subsidiaries to provide, to O’Brien after the Closing Date.
1. Fringe Benefits. Consistent with past Company practice, Piper agrees to provide,
or to cause its subsidiaries to provide, to O’Brien during the period beginning on the Closing Date
and ending on the first anniversary of the Closing Date (a) parking expense reimbursement, (b)
automobile lease payment reimbursement, (c) reimbursement of insurance premiums for the two
insurance policies in O’Brien’s name (policy #______ and policy
#______) and (d) reimbursement of club membership dues for three club memberships. The amount
of any expenses eligible for reimbursement in any calendar year shall not affect the amount of the
expenses eligible for reimbursement in any other calendar year. The reimbursements called for
under this subsection shall be made in accordance with the usual reimbursement policies of Piper,
but in no event later than the last day of the calendar year following the calendar year in which
the expense was incurred.
2. Retiree Medical Coverage. In the event of O’Brien’s termination of employment
prior to becoming eligible for benefits under Piper’s retiree medical plan (currently age 55),
Piper agrees to provide, or cause its subsidiaries to provide, continued health insurance (medical,
dental, vision and prescription drug coverage) to O’Brien on the same terms and conditions (level
of benefits, premium cost, etc.) as provided to active employees of Piper and its subsidiaries
until such time as O’Brien becomes eligible to participate in Piper’s retiree medical plan, and at
which point O’Brien shall be eligible to participate in Piper’s retiree medical plan in accordance
with its then terms and conditions. If and to the extent necessary to comply with federal income
tax law, O’Brien may be required to recognize imputed income with respect to the value of any such
continued health insurance coverage.
3. Past Service Credit. Piper agrees to provide, or cause its subsidiaries to
provide, O’Brien with credit for years of service at Piper, the Company and Marquette Capital for
purposes of determining eligibility for retiree medical benefits under paragraph 2 and for
purposes of determining all other compensation and employee benefits to which O’Brien is or becomes
entitled.
4. Authority. Piper represents to O’Brien that Piper has full authority to enter into
this Agreement and that this Agreement shall be binding and enforceable against Piper. O’Brien
represents to Piper that O’Brien has full authority to enter into this Agreement and that this
Agreement shall be binding and enforceable against O’Brien.
5. At-Will Employment. O’Brien’s employment with Piper is not for any fixed term or
duration. Piper may terminate O’Brien’s employment with Piper at any time and for any reason, with
or without cause. O’Brien may terminate O’Brien’s employment with Piper for any reason at any
time. Nothing in this Agreement is intended to alter this at-will employment relationship, and
such at-will employment relationship may not be modified except by an express written agreement
signed by an officer of Piper and O’Brien.
6. Required Disclosures. O’Brien expressly acknowledges and agrees that this
Agreement will be disclosed as an exhibit to Piper’s Form 10-K.
7. Miscellaneous. This Agreement (a) shall be construed in accordance with the
internal laws (but not the laws of conflicts) of the State of Delaware, (b) may be executed in
multiple counterparts (including by facsimile or pdf or other electronic transmission), each of
which shall be considered an original and all of which taken together shall constitute one and the
same original Agreement, (c) may not be assigned by any party hereto except with the prior written
consent of the other parties hereto, (d) is for the benefit only of the parties hereto and may not
be enforced by any other person or entity, and (e) may be amended only by a written instrument
executed by the parties hereto. No waiver of any rights under this Agreement shall be effective
against any party to this Agreement unless set forth in a written instrument executed by such
party. The parties agree that this Agreement was drafted by the parties hereto and the result of
negotiation between sophisticated parties (each having received separate legal advice) and no rule
of construction shall be applied against any party.
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| Sincerely, | ||||||
| XXXXX XXXXXXX COMPANIES | ||||||
| By: /s/ Xxxxxx X. Xxxx | ||||||
| Name: Xxxxxx X. Xxxx | ||||||
| Its: Chairman and Chief Executive Officer | ||||||
Accepted and Agreed: |
||||||
/s/ Brien X. X’Xxxxx
|
Signature Page to Letter Agreement
