PRIVILEGED AND CONFIDENTIAL
Exhibit 10(iii)(A)(11)(b)
December 17, 1998
Dear Xx. Xxxxxx:
In connection with the proposed merger between Bankers Trust and
Deutsche Bank (the "Merger") and subject to the consummation of the Merger,
Bankers Trust is happy to provide you with the following retention bonus and pay
guarantee package. For purposes of this Agreement, the term "Bankers Trust"
shall include its successors.
1. Title; Position. You shall serve as Vice Chairman and Chief Financial
Officer of Bankers Trust and Chief Financial Officer of Bankers Trust
Company, or their respective successors. You shall report to the Chief
Executive Officer of Bankers Trust and the Chief Executive Officer of
Bankers Trust Company. You shall be located in Manhattan, New York.
2. Retention Bonus. The amount of your retention bonus is $9 million.
One half of your retention bonus, equal to $4.5 million, is in cash.
Half of that amount will be paid to you on the second anniversary of the closing
of the Merger and the other half will be paid to you on the third anniversary of
the closing of the Merger, provided that you are employed on those dates. If
after the closing of the Merger and prior to the third anniversary of the
closing of the Merger your employment is terminated by Bankers Trust without
Cause (as such term is defined under the Bankers Trust Change in Control
Severance Plan in effect as of the date hereof (the "Severance Plan")), you die
or are disabled or you terminate your employment for Good Reason (in each case,
a "Qualifying Termination"), then you will be paid any unpaid portion of the
cash retention bonus within five business days after such termination. For
purposes of this Agreement, "Good Reason" shall mean:
(i) the assignment to you of any duties materially and adversely
inconsistent with your position (including, without
limitation, status, offices, titles and reporting
requirements), authority, duties or responsibilities as
contemplated by this Agreement or any other action by Bankers
Trust or its affiliates which results in a material diminution
in such position, authority, duties or responsibilities,
excluding for this purpose any action not taken in bad faith
and which is remedied by Bankers Trust or its affiliates
promptly after receipt of notice thereof given by you;
(ii) any material failure by Bankers Trust or its affiliates to
comply with any of the compensation provisions of this
Agreement, other than a failure not occurring in bad faith and
which is remedied by Bankers Trust or its affiliates promptly
after receipt of notice thereof given by you;
(iii) Bankers Trust's requiring you to be based at any office or
location except as set forth herein and except for required
travel consistent with your position; or
(iv) any failure by Bankers Trust to cause any successor to assume
this Agreement, unless such failure does not occur in bad
faith and is remedied by the Company promptly after receipt of
notice thereof given by you.
Notwithstanding the foregoing, no event action or omission shall
constitute Good Reason if (x) you shall have consented in writing thereto or (y)
you shall not, within 60 days of knowledge thereof, have given Bankers Trust
written notice of your termination on the grounds that such event, action or
omission constitutes Good Reason.
The other half of your retention bonus, initially equal to $4.5
million, may be based on the value of the Deutsche Bank common stock at the
closing of the merger and will be paid to you either in shares of Deutsche Bank
common stock or in cash. The value of the bonus at the time it is paid or
distributed to you will fluctuate with the value of the stock, provided that the
value of the payments made to you, at the time they are paid, will not be less
than 50% of the initial value of the Deutsche Bank stock on a U.S. dollar basis
on the closing of the Merger. One half of this portion of the bonus will be paid
or distributed to you on the second anniversary of the closing of the Merger and
the remaining shares will be paid or distributed to you on the third anniversary
of the closing of the Merger, provided that you are employed on those dates. If
you have a Qualifying Termination after the closing of the Merger and prior to
the third anniversary of the closing of the Merger, then you will be paid the
value of the remaining bonus in cash within five business days after such
termination, subject to the 50% floor.
3. Pay Guarantee. In addition, your annual base salary for each of 1999, 2000
and 2001 will not be less than $350,000 and your annual bonus will not be less
than $4,150,000 ("Annual Bonus"). At least 70% of your Annual Bonus will be paid
to you as current cash compensation. The remainder may be paid to you as a
performance incentive in or based on the value of Deutsche Bank common stock.
The initial value of that stock will be equal to the remaining amount of the
Annual Bonus (the "Initial Value"). This portion of the Annual Bonus for each
year will be paid and vested as follows: (i) 1999 - in three equal parts on each
of the first, second and third anniversaries of the Merger, (ii) 2000 - in two
equal parts on each of the second and third anniversaries of the Merger, and
(iii) 2001 - in full on the third anniversary of the Merger. The amount of the
bonus will fluctuate, based on the value of the stock, provided that the value
at the time that the bonus is paid to you will not be less than 75% of its
Initial Value on a U.S. dollar basis. Any 1999 pro rata bonus paid to you for
the period prior to the Merger will count towards this guarantee.
If you have a Qualifying Termination after the closing of the Merger
and prior to December 31, 2001, then you will be paid in cash within five
business days of the termination any unpaid compensation for the remainder of
the guarantee period at the guaranteed level (whether or not originally payable
in cash or stock) as if you had continued your employment through the end of
such period. Any deferred bonus for a year prior to the year of termination will
also vest and be paid, based on the value of Deutsche Bank stock, as described
and subject to the 75% floor set forth above, whether such Qualifying
Termination occurs before or after December 31, 2001.
4. Benefits. You shall be provided with the service credit you currently enjoy
for all purposes (other than benefit accrual) in all benefits plans in which you
participate and shall be provided with employee benefits (retirement, welfare,
etc.) no less favorable than those provided to your peer executives at Bankers
Trust.
5. Other Agreements. The foregoing benefits replace your benefits under the
Bankers Trust Change of Control Severance Plan and any other severance benefit
to which you may be entitled and this Agreement supersedes all prior agreements
between you and Bankers Trust or its affiliates; provided, however, that for a
period of one year from the date of the closing of the Merger, you shall be
entitled, if you so elect in lieu of the benefits hereunder, to terminate your
employment with Bankers Trust and Bankers Trust Company (any such termination
being deemed to be a termination for Good Reason within the meaning of such
plans and agreements) and to receive full severance benefits under such
previously existing plans and agreements in lieu of any retention and severance
benefits otherwise payable hereunder. In addition, if you have a Qualifying
Termination while you would have been protected by the Severance Plan, then
Bankers Trust guarantees that the total amount paid to you as retention bonuses
and as the payout of your pay guarantee (as described in the second paragraph of
Section 3 above) will at least equal the benefit to which you would have been
entitled under the Severance Plan or any other severance benefit to which you
are currently entitled. You will be paid the excise tax gross-up payment
described in Section 4 of the Severance Plan, to the extent you become subject
to that tax. Also, you agree that your outstanding options to acquire shares of
Bankers Trust Common Stock will be treated as provided for in the Merger
Agreement.
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6. Vesting of Existing Benefits. You agree that any amounts that would become
payable or vested upon shareholder approval of the Merger pursuant to the
Bankers Trust stock option plans and other programs in which you participate
shall not be payable or vest until consummation of the Merger.
7. Miscellaneous. Bankers Trust's obligation to make the payments provided for
in this Agreement and otherwise to perform obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which Bankers Trust or its affiliates may have against you or others.
In no event shall you be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to you under any of the
provisions of this Agreement and such amounts shall not be reduced whether or
not you obtain other employment.
If there is a dispute between you and Bankers Trust about these
commitments, then Bankers Trust will pay your reasonable legal fees if you
prevail in a substantial way in the dispute.
I am very excited about the opportunities ahead.
Sincerely,
/s/ Xxxxx X. Xxxxxx
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Bankers Trust Corporation
Name: Xxxxx X. Xxxxxx
Title: Chairman and Chief Executive
Officer
Agreed and accepted
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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