December 3, 2010
Xx. Xxxxxxxxxxx X. Xxxxxxx
AXA Financial, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxxx:
This letter confirms our understanding regarding the waiver of Section 10(b) of
your amended and restated employment agreement dated November 5, 2010 (the
"Agreement"). Please confirm your acceptance of the terms of this letter by
signing below.
As you know, Section 10(b) of the Agreement states that if you terminate your
employment other than for "good reason" (as defined in the Agreement) prior to
the age 65 expiration of the Agreement, you shall immediately forfeit any
unvested stock options and unvested restricted stock shares and you shall not be
entitled to any other benefits under any company plan or policy except as
required by statute. In addition, Section 10(b) provides that any vested
options then outstanding shall be exercisable at any time prior to the earlier
of the expiration of the term of the options or the thirtieth day following the
date of your termination of employment.
In light of your distinguished service, both the AXA Financial, Inc. and AXA
Equitable Life Insurance Company Boards of Directors have determined that, if
you retire in accordance with the provisions of the AXA Equitable Retirement
Plan prior to age 65, we will waive this provision of the Agreement.
Sincerely,
AXA FINANCIAL, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
Chief Financial Officer
AXA EQUITABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx Xxxxxxxx
---------------------
Xxxxxxx Xxxxxxxx
Chief Financial Officer
ACCEPTED AND AGREED TO:
/s/ Xxxxxxxxxxx Xxxxxxx
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Xxxxxxxxxxx Xxxxxxx
