Exhibit 10.2
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
[Xxxxxx Xxxxxxx]
[Logo Omitted]
June 30, 2005
Re: Letter Agreement
----------------
Dear Xxxxxxx:
In light of your key role with Xxxxxx Xxxxxxx (the "Company") and
in order to mitigate the uncertainties that you may be experiencing regarding
your future with the Company, the Company wishes to offer you the following
arrangement regarding your compensation for the Company's 2005 and 2006 fiscal
years (the "Agreement").
Subject to your continued employment with the Company through the
end of the Company's 2006 fiscal year, the Company hereby agrees that the
aggregate of the annual base salary, annual bonus and long-term incentive
compensation (the "Total Compensation") payable to you by the Company during
each of the Company's 2005 and 2006 fiscal years shall be at least equal to
$16,000,000 (the "Target Compensation Amount"). Notwithstanding the foregoing,
in the event that, prior to the time at which the full amount of the Target
Compensation Amount is paid to you with respect to the Company's 2005 and 2006
fiscal years, your employment with the Company is terminated by the Company
without Cause (as defined below) or you resign for Good Reason (as defined
below), subject to your execution and non-revocation of the Company's standard
form of settlement and release agreement, you shall be entitled to payment of
the Target Compensation Amount in cash (less any amount of such compensation
already paid to you) at such time as the components of the Target Compensation
Amount would have been paid to you had you remained employed by the Company
through the date on which such amounts would otherwise have been paid to you.
In addition, your 1999 Year-end Stock Option Award and 2003 Special
Stock Option Award will continue to vest and remain exercisable for their full
10 year term. You will be provided with continued medical coverage at an
initial cost to you of $14,410 per year until you obtain alternative coverage
from another employer. You will also be treated as have attained age 55 for
purposes of determining your eligibility for participation in the Company's
SERP.
For purposes of this Agreement, "Cause" means: (a) your willful
engaging in illegal or fraudulent conduct or gross misconduct which, in each
case, is materially and demonstrably injurious to the Company, or to any
clients or customers of the Company, or either of their respective
reputations, (b) your conviction of a felony or guilty or nolo contendere plea
with respect thereto, or (c) a violation in any material respect of any
policies of the Company applicable to you which is materially and demonstrably
injurious to the Company. For purposes of this Agreement, "Good Reason" means,
without your prior written consent: (i) the relocation of your place of
employment to a location more than 50 miles from your place of employment on
the date hereof, (ii) a material reduction in your duties or authorities from
those in effect on June 24, 2005, or (iii) failure to timely pay or provide to
you any portion of the Target Compensation Amount. Anything to the contrary
notwithstanding, your resignation for any reason during the 30-day period
commencing on July 5, 2005 shall constitute "Good Reason" for all purposes of
this Agreement. Notwithstanding the fore-
[Xxxxxx Xxxxxxx]
[Logo Omitted]
going, except as provided in the immediately preceding sentence, you will not
be considered to have Good Reason to terminate your employment under this
Agreement unless and until you provide the Company with written notice of the
circumstances constituting the Good Reason and the Company fails to have cured
such circumstances within 30 business days of receipt of such notice.
You and the Company acknowledge that, except as may otherwise be
provided under any other written agreement between you and Parent or the
Company, your employment by Parent is "at will" and may be terminated by
either you or the Company and Parent at any time and for any reason.
This Agreement shall be binding upon any successor of the Company
or its businesses (whether direct or indirect, by purchase, merger,
consolidation or otherwise), in the same manner and to the same extent that
the Company would be obligated under this letter if no succession had taken
place. The term "Company," as used in this Agreement, shall mean the Company
as hereinbefore defined and any successor or assignee to the business or
assets which by reason hereof becomes bound by this Agreement.
This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without reference to its conflict of
law rules. All amounts and benefits hereunder are subject to withholding for
applicable income and payroll taxes or otherwise as required by law.
We look forward to a very promising future with you at the
Company. In order to be eligible to receive these benefits, it is important
that you sign this Agreement and return it to Xxxxx Xxxxxxxx as soon as
practicable.
Very truly yours,
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------
Accepted and Acknowledged:
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
Dated: 6/30/2005
----------
