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EX-10Q
GENERAL FORM
AMENDMENT dated as of August ,
1995 to the AGREEMENT dated as
of , 199 , (the
"Agreement") between THE CHASE
MANHATTAN CORPORATION, a Delaware
corporation (the "Company") and
(the
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"Executive").
The Company and the Executive desire to amend the Agreement as follows:
1. Approved Change in Control. As used herein, the term "Approved Change in
Control" means any Change in Control occurring by reason of or upon the
occurrence of the transactions and events contemplated by the Merger Agreement.
"Merger Agreement" means any agreement or plan of merger or consolidation
between the Company and Chemical Banking Corporation that is approved by the
Boards of Directors of the Company and Chemical Banking Corporation on or before
September 30, 1995, as modified from time to time.
2. Good Reason. The parties hereto agree that, in the event of any Approved
Change in Control, the definition of "Good Reason" in Section 15(N) of the
Agreement, for purposes only of any such Approved Change in Control (and any
related Potential Change in Control), shall be as follows:
"Good Reason" for termination by the Executive of
the Executive's employment shall mean the
occurrence (without the Executive's express written
consent) of any one of the following acts, or
failure to act, unless, in the case of any act or
failure to act described in clause (I), (IV), (V),
(VI) or (VII) below, such act or failure to act is
corrected prior to the Date of Termination
specified in the Notice of Termination given in
respect thereof:
(I) a substantial diminution in the overall
importance of the Executive's role, as determined
by balancing (i) any increase or decrease in the
scope of the Executive's management
responsibilities against (ii) any increase or
decrease in the relative sizes of the businesses,
activities or functions (or portions thereof) for
which the Executive has responsibility; provided,
however, that none of (a) a change in the
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Executive's title or employer, (b) a change in
the Executive's position in the reporting hierarchy
and (c) a change in the Executive's
responsibilities from line to staff or vice versa,
shall, by itself, be considered Good Reason;
(II) a reduction in the Executive's Annual
Base Salary as in effect on the date hereof or as
the same may be increased from time to time;
(III) the relocation of the principal place of
the Executive's employment to a location that is
more than 50 miles from such principal place of
employment immediately prior to the Change in
Control (unless such relocation is to the New York
Metropolitan Area or from one location outside of
the United States to another location outside of
the United States);
(IV) the failure by the Company or a
subsidiary to pay to the Executive any portion of
the Executive's current compensation, or to pay to
the Executive any portion of an installment of
deferred compensation under any deferred
compensation program of the Company or a subsidiary
within seven (7) days of the date such compensation
is due;
(V) the failure by the Company or a subsidiary
to pay the Executive by February 15 following any
calendar year an annual cash bonus for such
calendar year that, in the reasonable, good faith
judgment of the Compensation Committee of the Board
of Directors of the Company or the Chairman of the
Company, fairly reflects the performance of the
Executive, any unit or units (or portions thereof)
for which the Executive was responsible and the
Company as a whole during such calendar year;
provided, however, that the Executive may not claim
that a bonus equal to or greater than the highest
annual bonus paid to the Executive for any of the
three calendar years immediately preceding the
Change in Control does not fairly and in good faith
reflect such performance;
(VI) the failure by the Company or a
subsidiary to include the Executive in any other
employee benefit or compensation plan or
arrangement on a basis reasonably comparable to
that of other executives of the Company having
responsibilities of equal importance to those of
the Executive; provided, however, that failure to
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include the Executive in a plan or arrangement
designed for a general category of positions that
does not include the Executive's position, as
determined in good faith by the Compensation
Committee of the Board of Directors of the Company
or the Chairman of the Company, shall not be
considered Good Reason; or
(VII) any purported termination of the
Executive's employment which is not effected
pursuant to a Notice of Termination satisfying the
requirements of Section 7.01; for purposes of this
Agreement, no such purported termination shall be
effective.
The Executive's right to terminate the
Executive's employment for Good Reason shall not be
affected by the Executive's incapacity due to
physical or mental illness. The Executive's
continued employment shall not constitute consent
to, or a waiver of rights with respect to, any act
or failure to act constituting Good Reason
hereunder.
3. Extension of Term with Respect to Payment of Bonuses. In the event there
shall have occurred any Approved Change in Control, the parties hereto agree
that, with respect to any calendar year more than six months of which fall
within the 24 month term of the Agreement commencing on the date of the last
such Approved Change in Control, the term of the Agreement shall be further
extended to March 1 of the next calendar year solely with respect to any Notice
of Termination given by the Executive regarding any bonus the payment or
non-payment of which constitutes Good Reason under clause (V) of the definition
of "Good Reason" set forth in Section 2 of this Amendment.
4. Waiver of Notice Not to Extend. Each party hereto waives its right under
Section 2 of the Agreement to serve notice not to extend the Agreement with
respect to the calendar year commencing January 1, 1996. The parties hereto
acknowledge and agree that the Agreement, as amended by this Amendment, shall
automatically renew for an additional one year term commencing January 1, 1996.
5. Limited Effect of Amendment. The parties hereto agree that the definition of
"Good Reason" set forth in Section 2 of this Amendment shall apply only in the
event of and with respect to an Approved Change in Control (and any related
Potential Change in Control) and that such definition of "Good Reason" shall not
apply to any other Change in Control, whether such other Change in Control
occurs before or after the Approved Change in Control. In the event such other
Change in Control shall occur,
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the provisions of Sections 2 and 3 of this Amendment shall have no effect.
6. Miscellaneous. Capitalized terms used and not defined in this Amendment have
the meanings assigned to them in the Agreement. This Amendment shall be
effective as of the date hereof, may be executed in counterparts, and shall be
governed by and construed in accordance with the laws of the State of New York.
The parties hereto have executed this Amendment as of the date first
above written.
THE CHASE MANHATTAN CORPORATION
By:
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Xxxx X. Xxxxxxx
Executive Vice President
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