SEVERANCE AGREEMENT
THIS AGREEMENT between Norwest Corporation, a Delaware corporation (the
"Corporation"), and (name) ("Executive"), dated this day of ,
19 .
WITNESSETH:
WHEREAS, the Corporation wishes to attract and retain well-qualified
executive and key personnel and to assure both itself and the Executive of
continuity of management in the event of any Change of Control (as defined in
Section 2) of the Corporation;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is hereby agreed by and between the Corporation and the
Executive as follows:
1. OPERATION OF AGREEMENT. The "Effective Date of this Agreement"
(or "Effective Date") shall be the date during the Contract Period (as
defined in Section 3) on which a Change of Control occurs. Anything in this
Agreement to the contrary notwithstanding, if the Executive's employment with
the Corporation is terminated or the Executive ceases to be an officer of the
Corporation prior to the date on which a Change of Control occurs, and it is
reasonably demonstrated that such termination of employment or cessation of
status as an officer was at the request of a third party who has taken steps
reasonably calculated to effect the Change of Control, then for all purposes
of this Agreement the "Effective Date" shall mean the date immediately prior
to the date of such termination of employment or cessation of status as an
officer.
2. CHANGE OF CONTROL. For purposes of this Agreement, a "Change of
Control" shall mean:
(a) The acquisition, other than from the Corporation, by any
individual, entity or group within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of the then outstanding shares
of voting securities ordinarily having the right to vote for
the election of directors of
the Corporation, provided, however, that the following
acquisitions shall not constitute a change of control:
(i) any acquisition by the Corporation of any of its
subsidiaries, or (ii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained
by the Corporation or any of its subsidiaries; or
(b) Individuals who constitute the Board of Directors of the
Corporation as of the date of this Agreement (the
"Incumbent Board") cease for any reason to constitute at
least a majority of the Board, provided that any person
becoming a director subsequent to the date of this
Agreement whose election, or nomination for election by
the Corporation's stockholders was approved by a vote of
at least three-quarters of the directors comprising the
Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board for
purposes of this clause (b), but excluding, for this
purpose, any such individual whose initial assumption of
office is in connection with an actual or threatened
election contest relating to the election of the
directors of the Corporation (as such terms are used in
Rule 14A-11 of Regulation 14A promulgated under the
Exchange Act).
3. CONTRACT PERIOD. The "Contract Period" is the period commencing
on the date of this Agreement and ending on the earlier to occur of (i) the
third anniversary of such date; (ii) the first day of the month coinciding
with or next following the date on which the Executive qualifies for regular
retirement under the Corporation's Retirement Plan then in effect; or (iii)
the Executive's death provided, however, that commencing on the date three
years after the date of the this Agreement, and on each successive third
anniversary of such date thereafter (hereinafter referred to as the "Renewal
Date"), the Contract Period shall be automatically extended so as to
terminate on the earlier of (w) the day prior to the next Renewal Date, if
prior to such day the Executive ceases to be an elected officer of the
Corporation; (x) the first day of the month coinciding with or next following
the date on which the Executive qualifies for regular retirement under the
Corporation's Retirement Plan, then in effect; (y) the Executive's death
(unless the Effective Date occurs prior to the Executive's death); or (z) the
day prior to the next Renewal Date if at least 60 days prior to such day, the
Corporation shall give notice to the Executive that the Contract Period shall
not be
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extended, provided, however, that in no event may the Corporation terminate
this Agreement after the Effective Date.
4. CERTAIN DEFINITIONS.
(a) CAUSE. The Executive's employment will be terminated for
Cause if a majority of the Board of Directors, after the
Executive shall have been afforded a reasonable opportunity
to appear in person before the Board of Directors and to
present such evidence as the Executive deems appropriate,
determines that Cause (as defined in this Agreement) exists.
For purposes of this Agreement, "Cause" means (i) an act or
acts of fraud or misappropriation on the Executive's part
which result in or are intended to result in his substantial
personal enrichment at the expense of the Corporation; or
(ii) conviction of a felony.
(b) GOOD REASON. For purposes of this Agreement, "Good Reason"
means, without the express written consent of the Executive:
(i) the assignment to the Executive of any duties
inconsistent in any substantial respect with the Executive's
position, authority or responsibilities as in effect during
the 90-day period immediately preceding the Effective Date
of this Agreement, or any other substantial adverse change
in such position (including titles), authority or
responsibilities, excluding, for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith
and which is remedied by the Corporation promptly after
receipt of notice thereof given by the Executive;
(ii) any failure by the Corporation to furnish the
Executive with compensation and benefits at a level equal to
or exceeding those received by the Executive from the
Corporation during the 90-day period preceding the Effective
Date of this Agreement, including a failure by the
Corporation to maintain its policy of paying retirement
benefits which would be payable under the Norwest
Corporation Retirement Plan but for limits imposed by the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), other than an insubstantial and
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inadvertent failure remedied by the Corporation promptly
after receipt of notice thereof given by the Executive;
(iii) the Corporation's requiring the Executive to be based
or to perform services at any office or location other than
at the Corporation's headquarters in Minneapolis, Minnesota,
except for travel reasonably required in the performance of
the Executive's responsibilities;
(iv) any failure by the Corporation to obtain the
assumption and agreement to perform this Agreement by a
successor as contemplated by Section 9(b); or
(v) any failure by the Corporation to deposit amounts which
may become payable to the Executive with the Trustee as
contemplated by Section 8.
For the purposes of this Section 4(b), any determination of
"Good Reason" made by the Executive shall be conclusive.
(c) NOTICE OF TERMINATION. Any termination of Executive's
employment after the Effective Date by the Corporation for Cause or
by the Executive for Good Reason or otherwise shall be communicated
by Notice of Termination to the other party hereto given in
accordance with Section 10(b). For purposes of this Agreement, a
"Notice of Termination" means a written notice which (i) indicates
the specific termination provision in this Agreement relied upon,
(ii) sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's
employment under the provision so indicated, and (iii) if the
termination date is other than the date of receipt of such notice,
specifies the termination date (which date shall be not more than
15 days after the giving of such notice). The failure by the
Executive or the Corporation to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing
of Good Reason or Cause shall not waive any right of the Executive
or the Corporation hereunder or preclude the Executive or the
Corporation from asserting such fact or circumstance in enforcing
the Executive's or the Corporation's right hereunder.
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(d) DATE OF TERMINATION. Date of Termination means the date of
receipt of the Notice of Termination or any later date specified
therein, as the case may be, or if the Executive's employment is
terminated by reason of death, the date of the Executive's death.
5. OBLIGATIONS OF THE CORPORATION UPON TERMINATION.
(a) GOOD REASON AND OTHER THAN FOR CAUSE OR DISABILITY. Subject
to Sections 5(c) and 5(d), if:
(i) within three years after the Effective Date of this
Agreement, the Corporation shall terminate the Executive's
employment for any reason other than for Cause or
Disability; or
(ii) within three years after the Effective Date of this
Agreement, the Executive shall terminate his employment for
Good Reason:
(I) the Corporation shall pay to the Executive in
a lump sum in cash within 30 days after the Date of
Termination, the aggregate of the amounts determined
pursuant to the following clauses (A) through (C)
inclusive;
(A) if not theretofore paid, the Executive's base
salary through the Date of Termination at the rate in
effect at the time the Notice of Termination was
given; and
(B) in lieu of any further payments to the
Executive for periods subsequent to the Date of
Termination, a lump sum payment ("Severance Payment")
in an amount equal to two times the sum of (x) the
Executive's annual base salary at the highest rate in
effect between the Effective Date of this Agreement
and the time the Notice of Termination was given, (y)
an amount equal to the annualized value of the
perquisites provided to the Executive as in effect at
the beginning of the year during which a Change of
Control occurs and (z)
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an amount equal to the highest bonus that would be
payable to the Executive for the year during which
a Change in Control occurs if all criteria
necessary for payment had been satisfied (highest
bonus shall be determined solely by reference to
the maximum amount that would be payable to the
Executive if he were a participant in the EICP),
provided, however, that in no event shall the
Executive be entitled to receive under this clause
(B) more than the product obtained by multiplying
the amount determined as hereinabove provided in
this clause (B) by a fraction whose numerator shall
be the number of months (including fractions of a
month) which at the Date of Termination remain
until the first day of the month coinciding with or
next following the date on which the Executive
qualifies for regular retirement under the
Corporation's Retirement Plan then in effect and
whose denominator shall equal thirty-six (36); and
(C) until the earlier to occur of (i) the date
three years following the Date of Termination, or
(ii) the first day of the first month coinciding with
or next following the date on which the Executive
qualifies for regular retirement under the
Corporation's Retirement Plan, then in effect (the
period of time from the Date of Termination until the
earlier of (i) or (ii) is hereinafter referred to as
the "Unexpired Period"), the Corporation shall
continue to provide all benefits which the Executive
and/or his spouse is or would have been entitled to
receive under all medical, dental and group life
insurance plans and programs of the Corporation, in
each case on a basis providing the Executive or his
spouse with the opportunity to receive benefits at
least equal to the greatest benefits provided by the
Corporation for the Executive and/or his spouse under
such plans and programs if and as
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in effect at any time during the 90-day period
immediately preceding the Effective Date.
(b) CAUSE OR DISABILITY. If the Corporation shall terminate
the Executive's employment for Cause or at a time the Executive
is entitled to receive benefits under the Norwest Corporation
Long-Term Salary Continuation Plan or any plan adopted as a
substitute or replacement therefor, the Corporation shall pay to
the Executive in a lump sum in cash within 20 days after the Date
of Termination all unpaid compensation earned through the Date of
Termination.
(c) DEATH. If the Executive dies before the Effective Date of
this Agreement (as defined in paragraph 1 herein), the Corporation
shall have no obligation to make any payments under this Agreement.
If the Executive dies after the Effective Date of this Agreement,
the Corporation shall make all payments due under Section 5(a) to
the designated beneficiary of the Executive, or in the event no
beneficiary is named or living, to the Executive's estate.
(d) CERTAIN ADDITIONAL PAYMENTS BY THE CORPORATION.
(i) Anything in this Agreement to the contrary
notwithstanding, if it shall be determined that any payment
or distribution by the Corporation to or for the benefit of
the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or
otherwise (a "Payment") would impose an excise tax liability
on the Executive pursuant to Sections 1 and 4999 of the Code
and its regulations, or any interest or penalties are
incurred by the Executive with respect to such excise tax
(such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Executive shall be entitled to
receive an additional payment (a "Gross-Up Payment") in an
amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to
such taxes), including, without limitation, any income taxes
and Excise Tax imposed upon the
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Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the
Payments.
(ii) Subject to the provisions of Section 5(d)(iii),
determinations to be required under this Section 5(d),
including whether a Gross-Up Payments is required and the
amount of such Gross-Up Payment, shall be made by Xxxxxx
Xxxxxxxx & Co. or another big eight accounting firm selected
by the Executive within 5 days after the Date of Termination
("Accounting Firm") which shall provide detailed supporting
calculations both to the Corporation and to the Executive
within fifteen (15) business days of the Date of
Termination, if applicable, or such earlier time as is
requested by the Corporation. All fees and expenses of the
Accounting Firm shall be borne solely by the Corporation.
The initial Gross-Up Payment, if any, as determined pursuant
to this Section 5(d)(ii), shall be paid to the Executive
within five days of the receipt of the Accounting Firm's
determination.
If the Accounting Firm determines that no Excise Tax is
payable by the Executive, it shall furnish the Executive
with an opinion that failure to report the Excise Tax on the
Executive's applicable federal income tax return would not
result in the imposition of a negligence or similar penalty.
Any determination by the Accounting Firm shall be binding
upon the Corporation and the Executive. As a result of the
uncertainty in the application of Section 4999 of the Code
at the time of the initial determination by the Accounting
Firm hereunder, it is possible that Gross-Up Payments which
will not have been made by the Corporation should have been
made ("Underpayment"), consistent with the calculations
required to be made hereunder. In the event that the
Corporation exhausts its remedies pursuant to 5(d)(iii) and
the Executive thereafter is required to make a payment of
any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Corporation to or
for the benefit of the Executive.
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(iii) The Executive shall notify the Corporation in writing
of any claim by the Internal Revenue Service that, if
successful, would require the payment by the Corporation of
the Gross-Up Payment or Underpayment. Such notification
shall be given as soon as practicable but no later then ten
(10) business days after the Executive knows of such claim
and shall apprise the Corporation of the nature of such
claim and the date on which such claim is requested to be
paid. The Executive shall not pay such claim prior to the
expiration of the 30-day period following the date on which
it gives such notice to the Corporation (or such shorter
period ending on the date that any payment of taxes with
respect to such claim is due). If the Corporation notifies
the Executive in writing prior to the expiration of such
period that it desires to contest such claim, the Executive
shall:
(aa) give the Corporation any information reasonably
requested by the Corporation relating to such claim,
(bb) take such action in connection with contesting such
claim as the Corporation shall reasonably request in writing
from time to time, including, without limitation, accepting
legal representation with respect to such claim by an
attorney reasonably selected by the Corporation,
(cc) cooperate with the Corporation in good faith in order
effectively to contest such claim,
(dd) permit the Corporation to participate in any
proceedings relating to such claim; provided, however, that
the Corporation shall bear and pay directly all costs and
expenses (including additional interest and penalties)
incurred in connection with such contest and shall indemnify
and hold the Executive harmless, on an after-tax basis for
all such costs, expenses and any Excise Tax or income tax,
including interest and penalties with respect thereto,
imposed as a result of such representation. Without
limitation on the foregoing provisions of this Section, the
Corporation shall control all proceedings taken in
connection with
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such contest and, at its sole option, may pursue or forgo
any and all administrative appeals, proceedings, hearings
and conferences with the taxing authority in respect of
such claim and may, at its sole option, either direct the
Executive to pay the tax claimed and xxx for a refund or
contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a
court of initial jurisdiction and in one or more
appellate courts, as the Corporation shall determine;
provided, however, that if the Corporation directs the
Executive to pay such claim and xxx for a refund, the
Corporation shall advance the amount of such payment to
the Executive, on an interest-free basis and shall
indemnify and hold the Executive harmless, on an
after-tax basis, from any costs, expenses, Excise Tax or
income tax, including interest or penalties with respect
thereto, imposed with respect to such advance or with
respect to any imputed income with respect to such
advance; and further provided that any extension of the
statute of limitations relating to payment of taxes for
the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited
solely to such contested amount. Furthermore, the
Corporation's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be
payable hereunder and the Executive shall be entitled to
settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other
taxing authority.
(iv) If, after the receipt by the Executive of an amount
advanced by the Corporation pursuant to Section 5(d)(iii),
the Executive becomes entitled to receive any refund with
respect to such claim, the Executive shall promptly pay to
the Corporation the amount of such refund (together with any
interest paid or credited thereon after taxes applicable
thereto). If, after the receipt by the Executive of an
amount advanced by the Corporation pursuant to Section
5(d)(iii),
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a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the
Corporation does not notify the Executive in writing of
its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such
advance shall be forgiven and shall not be required to be
repaid and the amount of such advance shall offset, to
the extent thereof, the amount of Gross-Up Payment
required to be paid.
6. NON-EXCLUSIVITY OF RIGHTS. Except as set forth in Section 5(d),
nothing in this Agreement shall prevent or limit the Executive's continuing or
future participation in any benefit, bonus, incentive or other plan, policy,
program, or practice provided by the Corporation or any of its affiliated
companies and for which the Executive may qualify, nor shall anything herein
limit or otherwise affect such rights as the Executive may have under any
employment, stock option or other agreements with the Corporation or any of its
affiliated companies. Amounts which are vested benefits or which the Executive
is otherwise entitled to receive under any plan or program of the Corporation or
any of its affiliated companies at or subsequent to the Date of Termination
shall be payable in accordance with such plan or program, except as specifically
modified hereunder.
7. FULL SETTLEMENT. The Corporation's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any setoff, counterclaim, recoupment, defense or other right which
the Corporation may have against the Executive or others or by any amounts
received by Executive from others. In no event shall the Executive be obligated
to seek other employment by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement. The Corporation agrees
to pay, to the full extent permitted by law, all legal fees and expenses which
the Executive may reasonably incur as a result of any contest (regardless of the
outcome thereof) by the Corporation or others of the validity or enforceability
of, or liability under any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by the Executive about
the amount of any payment pursuant to Section 5(d) of this Agreement), plus
interest in each case at the applicable federal rate provided for in Section
7872(f)(2) of the Code.
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8. TRUSTEE. Immediately upon execution of this Agreement, the
Corporation shall use its best efforts to establish a trust with an
institutional trustee selected by the Corporation (the "Trustee") for the
purpose of distributing payments pursuant to this Agreement. Upon written
demand by the Executive given at any time after a Change of Control occurs, the
Corporation shall deposit with the Trustee designated by the Corporation prior
to the Effective Date of this Agreement, or by the Executive in such written
demand if the Corporation has not designated the Trustee, amounts which may
become payable to the Executive pursuant to Section 5 with irrevocable
instructions to pay amounts to the Executive when due in accordance with the
terms of this Agreement. All charges of the Trustee shall be paid by the
Corporation. The Trustee shall be entitled to rely conclusively on the
Executive's or the Accounting Firm's written statement as to the fact that
payments are due under this Agreement and the amount of such payments. If the
Trustee is not notified that payments are due under this Agreement within three
years and 20 days after receipt of a deposit hereunder, all amounts deposited
with the Trustee and earnings with respect thereto shall be delivered to the
Corporation on demand.
9. SUCCESSORS.
(a) This Agreement is personal to the Executive and without the
prior written consent of the Corporation shall not be assignable by
the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's designated beneficiary or, if none,
estate.
(b) This Agreement shall inure to the benefit of and be binding
upon the Corporation and its successors. The Corporation shall
require any successor to all or substantially all of the business
and/or assets of the Corporation, whether directly or indirectly,
by purchase, merger, consolidation, acquisition of stock, or
otherwise, by an agreement in form and substance satisfactory to
the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent as the
Corporation would be required to perform if no such succession had
taken place.
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10. MISCELLANEOUS.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the state of Minnesota, without
reference to principles of conflict of laws. The captions of this
Agreement are not part of the provisions hereof and shall have no
force or effect. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties
hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or
by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
IF TO THE EXECUTIVE:
(name)
Address
City, State, Zip
IF TO THE CORPORATION:
Norwest Corporation
Sixth & Marquette
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Secretary
or to such other address as either party shall have furnished to
the other in writing in accordance herewith. Notice and
communications shall be effective when actually received by the
addressee.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any
other provision of this Agreement.
(d) The Corporation may withhold from any amounts payable under
this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or
regulation, provided, however, that such withholding shall be
consistent with the calculations made by Accounting Firm under
Section 5(d) of the Agreement.
(e) This Agreement contains the entire understanding with the
Executive with respect to the subject matter hereof.
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(f) The employment of Executive by the Corporation may be
terminated by either the Executive or the Corporation at any time
and for any reason. Nothing contained in the Agreement shall
affect such rights to terminate, provided, however, that nothing in
this Section 10(f) shall prevent the Executive from receiving any
amounts payable pursuant to Section 5 of this Agreement. However,
if prior to the Effective Date of this Agreement, (i) the
Executive's employment with the Corporation terminates, or (ii) the
Executive ceases to be an officer of the Corporation, then the
Executive shall have no further rights under this Agreement.
(g) The Executive's failure to insist upon strict compliance
with any provision hereof or the failure to assert any right the
Executive or the Corporation may have hereunder shall not be deemed
to be a waiver of such provision or any other provision thereof.
(h) If, at any time prior to the Effective Date, the Executive
ceases to be an employee of the Corporation or its subsidiaries,
this Agreement shall terminate and the Executive shall have no
right to receive any payments described herein.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant
to the authorization from its Board of Directors, the Corporation has caused
these presents to be executed in its name on its behalf, and its corporate seal
to be hereunto affixed and attested by its secretary, all as of the day and year
first above written.
------------------------------------
Executive
NORWEST CORPORATION
ATTEST: By:
--------------------------------
Its:
-------------------------------
------------------------------------
Secretary
(Seal)
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DESIGNATION OF BENEFICIARY
For purposes of any and all payments due me pursuant to the Severance
Agreement entered into by me (name) and Norwest Corporation on _____________,
1995, as amended, I hereby make the following designation of beneficiary(ies):
PRIMARY BENEFICIARY(IES):
NAME DATE OF BIRTH ADDRESS RELATIONSHIP
---- ------------- ------- ------------
Unless otherwise designated on this form, all primary beneficiaries shall be
paid equal shares of the total payment.
CONTINGENT BENEFICIARY(IES): (To be paid only if no primary beneficiary is
alive at the time of payment.)
NAME DATE OF BIRTH ADDRESS RELATIONSHIP
---- ------------- ------- ------------
Unless otherwise designated, all contingent beneficiaries shall be paid equal
shares of the total payment.
I understand that the above designation of beneficiary(ies) may only be
changed by me, in writing.
DATE: Name:
----------------- -----------------------------
Type in Name: (name)
-----------------
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November 18, 1998
Xxxxx Xxxx
Group Executive Vice President
Xxxxx Fargo
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Dear Xxxxx:
I am very pleased that we were able to come to an agreement that allows you
to feel comfortable being part of the senior management of the new Xxxxx
Fargo. I'd like to recap our commitment:
- You will have a job as Group Executive Vice President. In this job you
will be responsible for California, Distribution Strategies, Telephone
Banking and Business Banking. In this job you will report directly to me.
- If during the time period from April to October 2000 you decide that you no
longer want to be a part of this organization, you may elect to leave the
company with a severance package of $1,800,000.00 payable over an 18 month
period.
- If, during the period between November 3, 1998 and October 31, 2000, Xxxxx
Fargo participates in a merger of equals or is acquired as defined in the
Xxxxx Fargo & Company Change of Control Severance Plan, you may elect to
leave the organization and participate in the original Change of Control
Severance Plan approved by the Xxxxx Fargo board in June 1998. The Plan
provides, in general, for salary continuation leave of three years (base
and bonus).
- If you were to leave under either of these circumstances, we would expect
you to sign an employee and customer non-solicitation agreement for the
period of the salary continuation leave. This agreement would restrict your
personal involvement in soliciting key Xxxxx Fargo employees to leave
employment with Xxxxx Fargo. It would not prohibit recruiting efforts by
the corporation for which you may be working during this period.
- If you remain employed by Xxxxx Fargo through October 31, 2000 and you have
earned incentive pay in the year 2000, you will be paid the incentive
earned through the last date of your active employment.
- With the approval of the compensation committee of the board, you will be
awarded an extraordinary option grant with a Black Scholes value of
$600,000 following the closing of the Norwest/Xxxxx merger. This will not
impact the option grant you would be eligible for at the next routine
option distribution to Xxxxx senior management.
- It is in our mutual interest that the terms of this agreement be kept
confidential.
All this said Xxxxx, I want to be clear that my hope is that you will come to
the end of the year 2000 wanting to be a part of the ongoing senior
management team of this corporation. I believe that we will be successful.
I know you can be a big part of that success. I am looking forward to
working together with you as we build the new Xxxxx Fargo into one of
America's great companies.
Sincerely,
Xxx Xxxxxx
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