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EXHIBIT 10(x)
EMPLOYMENT AGREEMENT
AGREEMENT between The MONY Group Inc., a company organized under the
laws of the State of Delaware (the "MONY"), The Advest Group, Inc., a Delaware
corporation (the "Company") and Xxxxx X. Xxxxx (the "Executive"), dated as of
August 23, 2000 (the "Agreement Date").
To insure continuity of the senior management team the Company, the
parties wish to record in this Agreement terms which provide the Executive with
contractual rights to compensation and benefits.
The Company and the Executive agree as follows:
1. OPERATION AND TERM OF AGREEMENT
This Agreement shall be effective as of the date of the consummation of
the transactions (the "Merger Date") contemplated under the Agreement and Plan
of Merger, dated August 23, 2000, by and among MONY, MONY Acquisition Corp. and
the Company (the "Merger Agreement"), and shall continue until the Expiration
Date. The Expiration Date shall initially be the fifth anniversary of the Merger
Date, but commencing on such fifth anniversary, and each such anniversary date
thereafter, the Expiration Date shall automatically be extended by one
additional year unless, not later than 90 days prior to such anniversary date,
one of the parties provides notice to the other that it will not extend the
Expiration Date. Notwithstanding the foregoing, the provisions of Section 4
hereof shall be effective on the Agreement Date and shall remain in effect for
the periods specified therein.
2. CERTAIN DEFINITIONS
(A) PERIOD OF EMPLOYMENT. Commences on the Merger Date
and ends on the Expiration Date or the Termination
Date, whichever is earlier.
(B) TERMINATION DATE. The date which the Executive's
employment with the Company ceases.
3. EXECUTIVE'S RESPONSIBILITIES
(A) POSITION, DUTIES, RESPONSIBILITIES. The Executive
shall be an employee of the Company and shall serve
in the position of Chief Executive Officer of the
Company. The Executive shall perform all of the
duties and responsibilities normally performed and
pertinent to the office of the Chief Executive
Officer of the Company, reporting to and under the
direction of the Chief Executive Officer of MONY.
Other than with respect to reporting relationships,
the Executive shall have substantially similar
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authority, duties and responsibilities as the
Executive has immediately prior the Merger Date. The
Executive shall have the authority to administer the
bonus arrangements applicable to Company employees,
subject to the reasonable approval of the Human
Resources Committee of the Board of Directors of MONY
Life Insurance Company ("MONY Life") (or such other
entity or person designated by such committee). The
Company's principal offices shall be located in
Hartford, Connecticut.
(B) BEST EFFORTS. The Executive shall devote
substantially all of his working time, best efforts,
and undivided attention to the Company's affairs,
except for reasonable vacations or illness or
incapacity.
4. RESTRICTIVE COVENANTS
(A) NON-COMPETITION. During the period commencing on the
Merger Date through the Termination Date and for the
one-year period immediately following the Termination
Date, unless the Executive is terminated by MONY or
the Company without Cause or the Executive terminates
employment for Good Reason, the Executive shall not,
directly or indirectly, in any capacity, engage in
any business in Hartford, Connecticut which is
substantially competitive with the business then
actively conducted by the Company; provided that the
foregoing shall not preclude the Executive from
owning stock comprising less than 5% of the stock of
a public company.
(B) NONDISCLOSURE. The Executive shall not make use of,
disclose, divulge, or make accessible to any third
party any information of a confidential nature about
the Company, MONY or any of their respective
affiliates known to the Executive in the course of
his employment until such information has come into
the public domain.
(C) SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF. The
Executive agrees that the Company will suffer
irreparable injury if the provisions of this Section
4 are not honored, that damages resulting from such
injury will be incapable of being precisely measured,
and that the Company will not have any adequate
remedy at law to redress the harm which such
violation shall cause. Accordingly, the Executive
agrees that the Company shall have the rights and
remedies of specific performance and injunctive
relief, in addition to any other rights or remedies
that may be available at law or in equity, in respect
of any failure, or threatened failure, on the part of
the Executive to comply with the provisions of this
Section 4, including, but not limited to, temporary
restraining orders and temporary injunctions to
restrain any violation or threatened violation of
this Agreement by the Executive.
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5. COMPENSATION, PERQUISITES AND EMPLOYEE BENEFITS
(A) BASE COMPENSATION. The Executive shall receive annual
base compensation from the Company at a rate not less
than $450,000. In no event shall the Executive's base
compensation be less than the base compensation
provided herein, or any amount to which base
compensation is thereafter increased.
(B) BONUS AND INCENTIVE COMPENSATION. During the Period
of Employment, the Executive shall be entitled to
continue to participate in the Company's current
Management Incentive Plan or any successor program
thereto (the "MIP") which will provide bonus
opportunities substantially similar to those provided
immediately prior to the Merger Date and will receive
a percentage of the MIP awards consistent with the
percentage of the MIP awards made to the Executive
immediately prior to the Merger Date. The Executive
shall also be eligible to receive a bonus payment
equal to no less than 10% of the bonus pool
established pursuant to the Management Incentive Plan
established pursuant to the Merger Agreement (the
"Merger MIP"), in accordance with the terms of such
plan.
(C) EQUITY AWARDS. Effective as of the Merger Date, the
Executive shall be granted 2,000 Performance Share
Units (as such term is defined in the MONY Life Long
Term Performance Share Plan) in accordance with the
terms of such plan.
(D) PERQUISITES. During the Period of Employment, the
Executive shall be entitled to perquisites and fringe
benefits from the Company equivalent to those
generally available to officers of his rank at MONY
Life.
(E) EMPLOYEE BENEFITS. The Executive shall be entitled to
all employee benefit plans and programs in effect for
senior executive officers at the Company during the
Period of Employment ("Benefit Plans"), in accordance
with the terms of the Benefit Plans, with such
changes as may from time to time be made in
accordance with the Company's practices.
(F) RETIREE MEDICAL. The Executive shall be entitled to
receive from the Company retiree medical coverage
substantially identical to coverage in effect for
senior executive officers at MONY Life, consistent
with the terms of such coverage and such changes as
may from time to time be made in accordance with MONY
Life's practices. The Executive's service with the
Company prior to the Merger Date shall be recognized
for all purposes under the applicable retiree medical
coverage.
(G) SERP. In addition to other pension benefits to which
he may be entitled, the Executive shall be entitled
to receive from the Company supplemental retirement
benefits for a ten year period following the
Termination Date in
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an amount equal to $200,000 per annum. Such amounts
shall be payable from the general assets of the
Company.
(H) SPLIT DOLLAR LIFE INSURANCE. The Company shall
purchase a split dollar life insurance policy on
behalf of the Executive comparable to the split
dollar insurance policies in effect for senior
executives of MONY Life. The Executive shall be
obligated to pay his premiums for such policy to the
extent senior executive officers of MONY Life make
such payments.
6. DEATH
If the Executive should die during the Period of Employment, his
employment shall be deemed to have ceased on the last day of the month in which
death shall have occurred.
7. TERMINATION
(A) CAUSE. The Company shall have the right at any time
to terminate the Executive's employment with the
Company. The termination shall be deemed to be for
"Cause" only if such termination shall be the result
of willful misconduct, gross negligence, the
conviction of Executive of a criminal offense for
violation of the securities laws or involving moral
turpitude, or a determination by the Board of
Directors of MONY (the "Board") that (i) Executive
has or is engaged in the securities industry in any
capacity, including as an employee or consultant,
that the Board has determined to be materially
detrimental to the Company or its business, and
Executive has not provided the Board with adequate
assurance that he will refrain therefrom after
written request from the Board, or (ii) Executive has
breached his obligations under Section 4 and Section
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(B) GOOD REASON. The Executive shall have the right at
any time to terminate the Executive's employment with
the Company. The termination shall be deemed to be
for "Good Reason" only if such termination shall be
the result of:
(i) a material reduction in the Executive's
annual base compensation in effect on the
Agreement Date or as such level may be
increased from time to time; the failure by
the Company to continue the Executive's
participation in the MIP or Benefit Plans as
provided in Section 5; provided that Good
Reason shall not include a reduction in the
benefits under the Benefit Plans that is the
result of (a) a program of reduction that is
generally applicable to officers of the
Company or to participants in such plans or
(b) any discretionary determination
permitted under the terms of the Benefit
Plans;
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(ii) the Company's requiring, without the written
consent of the Executive, that the Executive
be based at any office or location more than
30 miles from his regular place of business
as of the Agreement Date;
(iii) a material adverse alteration in the
Executive's position, powers, authority,
duties, or responsibilities, or removal,
during the Period of Employment, of the
Executive from the office he held as of the
Agreement Date;
(iv) the sale of all or substantially all of the
assets of the Company, or the sale of at
least 40% of the stock of the Company (other
than a sale to any affiliate of MONY);
(v) Executive not being provided with the same
authority and responsibility he had prior to
the Merger Date, or the Board of Directors
or the Chief Executive Officer of MONY or
MONY Life usurping that authority or
responsibility; or
(vi) the purchase by MONY of another broker
dealer (a) of equal or greater revenues or
(b) without the Executive's written consent,
which consent shall not be unreasonably
withheld, of lesser revenues.
(C) DISABILITY. The Period of Employment may be
terminated by the Company if the Executive shall be
rendered incapable of performing his duties to the
Company by reason of any medically determined
physical or mental impairment that can be expected to
result in death or that can be expected to last for a
period of either (i) six or more consecutive months
from the first date of the Executive's absence due to
the disability or (ii) nine months during any
twelve-month period (a "Disability").
(D) TERMINATION PROCEDURE; ARBITRATION
(1) NOTICE. (a) Notice of termination
shall be provided in writing by the Company
or the Executive, as applicable, and shall
specify the date as of which the Executive's
employment shall be deemed to have ceased,
which date shall in no event be earlier than
60 days or later than 90 days from the date
of such notice.
(b) In the event that the
Company elects to terminate the Executive's
employment for Cause, the notice shall also
state that the Executive was guilty of
conduct set forth in Section 7(A), with the
particulars thereof specified in reasonable
detail.
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(c) In the event that the
Executive elects to terminate his employment
for Good Reason, the notice shall also
specify the reason for such termination, as
set forth in Section 7(B), with the
particulars thereof specified in reasonable
detail, and shall be given, except in the
case of a continuing breach, within 10 days
after the most recent event giving rise to
Good Reason.
(2) CURE. In the case of the Executive's
allegation of Good Reason, the Company shall
be given the opportunity to cure within 30
days from its receipt of the notice, or take
all reasonable steps to that end during such
30-day period and thereafter.
(3) ARBITRATION. The Company and the Executive
will submit to arbitration in accordance
with the rules of the American Arbitration
Association before a tribunal located in New
York City, within three months of the time
it arises, any controversy, claim or
disagreement arising out of or concerning
the interpretation, application, or
enforcement of this Agreement.
The decision and award of the arbitrator is
intended to be final and binding between the
parties and shall be enforceable in any
court of competent jurisdiction. The parties
agree that, upon the issuance of an
arbitrator's decision and award, judgment in
any court of competent jurisdiction shall be
rendered on the award and entered so as to
enforce its provision.
8. CONSEQUENCES OF TERMINATION
(A) TERMINATION FOR REASON OF DEATH, DISABILITY, BY THE
COMPANY OTHER THAN FOR CAUSE, OR BY THE EXECUTIVE FOR
GOOD REASON. In the event of a termination of the
Executive's employment for reason of death or
Disability, or in the event of a termination by the
Company of the Executive's employment other than for
Cause or by the Executive for Good Reason, the
Company shall, as liquidated damages, pay to the
Executive and provide him, in lieu of all other
rights, remedies, damages and relief to which he
might otherwise be entitled under this Agreement,
with the benefits described below:
(1) SEVERANCE. A lump-sum payment in an amount
equal to the Executive's then current base
compensation and then current bonus amount
for the greater of (i) a one-year period or
(ii) the period ending on the Expiration
Date (the "Severance Period"). For purposes
hereof, the Executive's then current bonus
amount shall be based upon a 3-year average
bonus (or such shorter applicable period)
commencing with the Executive's MIP bonus
for the fiscal
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year of the Company ending in 2000 and
assuming an annual bonus for the applicable
averaging period of at least $400,000.
(2) MERGER MIP. A lump-sum payment in an amount
equal to the highest amount which the
Executive is eligible to receive pursuant to
the Merger MIP.
(3) EQUITY AWARDS. All outstanding equity awards
shall fully and immediately vest and all
restrictions shall lapse, and such awards
shall be exercisable for a period equal to
the later of one year or the Expiration Date
(or any such later period provided for in
the applicable equity award agreement),
subject to the terms of the applicable plan.
(4) PERQUISITES. The Executive shall continue to
receive, for the Severance Period, the
perquisites to which the Executive is
entitled under 5(D) above immediately before
the Termination Date and such other items
(such as personal computers) as the Chief
Executive Officer of MONY shall determine.
The Company shall provide the reasonable
cost of shipping personal files and other
personal property of the Executive to the
location designated by the Executive.
(5) SPLIT DOLLAR POLICY. The Company shall keep
in effect, for the life of the Executive,
the split-dollar life insurance policy
maintained for the Executive immediately
prior to the Termination Date. The Company
and the Executive shall retain their
respective obligations to pay premiums in
accordance with the terms of the policy.
(B) TERMINATION BY THE COMPANY FOR CAUSE OR BY THE
EXECUTIVE OTHER THAN FOR GOOD REASON. In the event of
a termination by the Company of the Executive's
employment for Cause or by the Executive other than
for Good Reason, the Executive shall be entitled only
to the compensation and benefits required by law upon
termination of employment and the benefits otherwise
due to the Executive under the applicable plans and
programs of the Company, and the benefits under
Sections 5(F) and (G) of this Agreement and under
Section 8(A)(5) of this Agreement.
(C) TIME OF PAYMENT. All lump-sum payments to be made by
the Company under this Section 8 shall be made within
five days after the Termination Date.
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9. ADDITIONAL PAYMENTS
(A) GROSS-UP PAYMENT. Anything in this Agreement to the
contrary notwithstanding and except as set forth
below, if it shall be determined that any amount
paid, distributed or treated as paid or distributed
by the Company or any of its affiliates to or for
Executive's benefit (whether paid or payable or
distributed or distributable pursuant to the terms of
this Agreement or otherwise, but determined without
regard to any additional payments required under this
Section 9) (a "Payment") would be subject the excise
tax imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended (the "Code") or any interest
or penalties are incurred by 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
Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that
after payment by Executive of all federal, state and
local taxes (including any interest or penalties
imposed with respect to such taxes), including,
without limitation, any income taxes (and any
interest and penalties imposed with respect thereto)
and Excise Tax imposed upon the Gross-Up Payment,
Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.
All determinations required to be made under this
Section 9, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up
Payment and the assumptions to be utilized in
arriving at such determination, shall be made by a
nationally recognized accounting firm as may be
designated by Executive (the "Accounting Firm") which
shall provide detailed supporting calculations both
to the Company and Executive within 15 business days
of the receipt of notice from Executive that there
has been a Payment, or such earlier time as is
requested by the Company. In the event that the
Accounting Firm is serving as accountant or auditor
for the individual, entity or group effecting the
change in control, Executive shall appoint another
nationally recognized accounting firm to make the
determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm
hereunder). All fees and expenses of the Accounting
Firm shall be borne by the Company. Any Gross-Up
Payment, as determined pursuant to this Section 9,
shall be paid by the Company to Executive within five
days of the receipt of the Accounting Firm's
determination. Any determination by the Accounting
Firm shall be binding upon the Company and 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 Company should have been made
("Underpayment"), consistent with the calculations
required to be made hereunder. In the event that the
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Company exhausts its remedies pursuant to Section
9(B) and 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 Company to or for Executive's benefit.
(B) NOTIFICATION OF CLAIMS. Executive shall notify the
Company in writing of any claim by the Internal
Revenue Service that, if successful, would require
the payment by the Company of the Gross-Up Payment.
Such notification shall be given as soon as
practicable but not later than ten business after
Executive is informed in writing of such claim and
shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be
paid. 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 Company (or such
shorter period ending on the date that any payment of
taxes with respect to such claim is due). If the
Company notifies Executive in writing prior to the
expiration of such period that it desires to contest
such claim, Executive shall:
(i) give the Company any information reasonably
requested by the Company relating to such
claim,
(ii) take such action in connection with
contesting such claim as the Company 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 Company,
(iii) cooperate with the Company in good faith in
order to effectively contest such claim, and
(iv) permit the Company to participate in any
proceeding relating to such claim;
provided, however, that the Company 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 Executive harmless, on an after-tax basis, from
any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result
of such representation and payment of costs and
expenses. Without limitation on foregoing provisions
of this Section 9, the Company shall control all
proceedings taken in connection with 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
Executive to pay the tax claimed and xxx for a refund
or contest the claim in any permissible manner, and
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 Company shall determine;
provided,
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however, that if the Company directs Executive to pay
such claim and xxx for a refund, the Company shall
advance the amount of such payment to Executive, on
an interest-free basis, and shall indemnify and hold
Executive harmless, on an after-tax basis, from any
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 Executive's taxable
year with respect to which such contested amount is
claimed to be due is limited solely to such contested
amount. Furthermore, the Company's control of the
contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder
and 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.
(C) REFUND OF CLAIMS. If, after Executive's receipt of an
amount advanced by the Company pursuant to Section
9(B), Executive becomes entitled to receive any
refund with respect to such claim, Executive shall
(subject to the Company's complying with the
requirements of Section 9(B)) promptly pay to the
Company the amount of such refund (together with any
interest paid or credited thereon after taxes
applicable thereto). If, after Executive's receipt of
an amount advanced by the Company pursuant to Section
9(B)), a determination is made that Executive shall
not be entitled to any refund with respect to such
claim and the Company does not notify 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.
10. WITHHOLDING
All payments shall be subject to the withholding of such amounts, if
any, relating to tax, excise tax, and other payroll deductions as the Company
may determine it should withhold.
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11. INDEMNIFICATION AND INSURANCE; LEGAL EXPENSES
(A) INDEMNIFICATION AND INSURANCE. The Company will
indemnify the Executive (including payment of
expenses in advance of final disposition of the
proceeding) to the fullest extent permitted by law
and the Charter and By-Laws of the Company; and the
Executive shall be entitled to the protection of any
insurance policies the Company may elect to maintain
for the benefit of its directors and officers,
against all costs, charges, and expenses whatsoever
incurred by him in connection with any action, suit,
or proceeding to which he may be made a party by
reason of his being or having been a director,
officer or employee of the Company or any of its
subsidiaries or affiliates or his serving or having
served any other enterprise as a director, officer or
employee at the request of the Company.
(B) LEGAL EXPENSES. In the event of any arbitration (or
other action under Section 4(C)) between the Company
and the Executive with respect to the subject matter
of this Agreement, the Company shall reimburse the
Executive, should the Executive prevail in any
respect, for all of his reasonable costs and expenses
relating to such arbitration including, without
limitation, reasonable attorneys' fees and expenses.
In no event shall the Executive be required to
reimburse the Company for any of the costs or
expenses relating to such arbitration.
12. NOTICES
All notices and other communications shall be in writing and shall be
sufficiently given when mailed in the continental United States by registered or
certified mail or personally delivered to the party entitled thereto at the
address stated below or to such changed address as the addressee may have given
by a similar notice:
To the Company: To the Executive:
c/o The Advest Group, Inc. Xxxxx X. Xxxxx
00 Xxxxx Xxxxx Xxxxxx c/o The Advest Group, Inc.
Xxxxxxxx, XX 00000 00 Xxxxx Xxxxx Xxxxxx
Xxxx: General Counsel Xxxxxxxx, XX 00000
With a copy to:
MONY
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
with an additional copy to the Executive at the home address listed on the
signature page hereto (or to such changed address as the Executive may have
given by a similar notice).
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13. NON-SOLICITATION, NON-HIRE
During the period commencing on the Merger Date through the Termination
Date and for a one-year period immediately following the Termination Date, the
Executive will not directly or indirectly (i) solicit or otherwise induce any
person employed by the Company to terminate his or her employment with the
Company, (ii) hire a current Company employee or field underwriter or (iii)
solicit the clients, or customers or active prospects of the Company other than
on behalf of the Company.
14. BUSINESS GOODWILL
For one year following the Termination Date, the parties shall make no
comments which are adverse to the other party's interests or which reflect
negatively on the other party.
15. GENERAL PROVISIONS
(A) LIMITATION. This Agreement shall not confer any right
or impose any obligation on the Executive to continue
in the employ of the Company or MONY, or limit the
right of the Company, MONY or the Executive to
terminate his employment.
(B) ASSIGNMENT OF INTEREST. No right to or interest in
any payments shall be assignable by the Executive.
(C) AMENDMENT, MODIFICATION AND WAIVER. This Agreement
may not be amended, modified, or waived unless such
amendment, modification, or waiver is agreed to in
writing signed by the Executive and by a duly
authorized officer of MONY.
(D) ENFORCEABILITY. If any provision of this Agreement
shall be determined to be invalid or unenforceable by
a court of competent jurisdiction, the remaining
provisions of this Agreement shall remain in full
force and effect to the fullest extent permitted by
law.
(E) ENTIRETY OF AGREEMENT. This Agreement and the Change
in Control Employment Agreement, dated August 23,
2000, constitute the entire agreement between the
parties relating to the subject matter hereof and
supersede all other agreements relating to the
subject matter hereof, including, without limitation,
the Employment Agreement between the Company and the
Executive dated October 1, 1997 (as amended April 1,
1999) (the "Prior Agreement"), and the Employment
Agreement, dated August 23, 2000, between MONY Life
Insurance Company ("MONY Life") and the Executive
(the "MONY Life Agreement"). MONY Life and the
Executive hereby agree that the MONY Life Agreement
is null and void and of no effect ab initio. The
Change in Control Employment Agreement will be
extended in the same manner as such agreements are
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extended for senior executive officers of MONY. If
the Merger Agreement is terminated without the Merger
Date having occurred, then this Agreement shall be
null and void and of no effect ab initio and the
Prior Agreement shall continue in effect.
(F) CONFLICT OF LAW. The validity, interpretation,
performance, and enforcement of this Agreement shall
be governed by the laws of the State of Connecticut,
without giving effect to the principles of conflict
of laws thereof.
(G) CONFIDENTIALITY. The parties will treat the terms of
this Agreement as confidential.
(H) AVAILABILITY. The Executive will make himself
available, upon request by the Company, in connection
with any proceeding, legal or regulatory, as a
witness on behalf of the Company. The Company will
pay all reasonable expenses in connection with
provision.
(I) NON-WAIVER OF BREACH. No action or inaction by the
Company shall be deemed in law or equity, to be a
waiver of any breach of this Agreement by the
Executive.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
THE MONY GROUP INC.
[SEAL]
Attest: By: ___________________________
___________________________
Secretary
THE ADVEST GROUP, INC.
[SEAL]
Attest: By: ___________________________
___________________________
Secretary
EXECUTIVE
By: ___________________________
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IN WITNESS WHEREOF, MONY Life hereby agrees and consents to the
provisions applicable to MONY Life set forth in Section 15(E) of this Agreement
as of the day and year first above written, it being understood that MONY Life
is not a party to this Agreement for purposes of any other provisions hereof.
MONY LIFE INSURANCE COMPANY
By: ____________________________
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