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Exhibit 10.11
XXXXXXX COMPANY
ONE CONCOURSE PARKWAY, SUITE 600
ATLANTA, GEORGIA 30328
October 28, 1998
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Dear _______________:
As you know, Xxxxxxx Company (the "COMPANY") and Xxxxxxx Holdings, Inc.
("HOLDINGS") intend to consummate the transactions contemplated by the Agreement
and Plan of Merger dated as of July 16, 1998, as amended (the "MERGER
AGREEMENT"), by and among the Company, Holdings and REM Acquisition, Inc.
("BUYER"). This letter (the "AGREEMENT") is being furnished to you to provide
you with reasonable compensation for prior services rendered to the Company and
its subsidiaries in excess of previous salary and compensation paid to you,
subject to the terms and conditions specified herein. Accordingly, you (the
"MANAGEMENT EMPLOYEE") hereby agree with the Company and Holdings as follows:
1. BONUS. Subject to Section 5, upon the consummation of the Merger pursuant to
the terms of the Merger Agreement (the "SALE TRANSACTION") the Management
Employee shall be entitled to a bonus (the "BONUS") of $_______. The Bonus shall
be paid on the closing of the Sale Transaction (the "CLOSING DATE") or, if
later, the date the Company has received this letter executed by the Management
Employee.
2. COOPERATION. The Management Employee agrees that he or she shall, in his or
her capacity as a seller, officer, manager and otherwise, take or cause to be
taken all such actions as may be reasonably requested by the Company or Holdings
in order to promptly consummate the Sale Transaction, including without
limitation the tendering of stock, stock options or stock rights to the Buyer in
the Sale Transaction.
3. PROPRIETARY INFORMATION. The Management Employee agrees that he shall not,
while employed by the Company and/or Holdings and thereafter, except as
expressly authorized by the Board of Directors of the Company or a person duly
authorized thereby, disclose to any person, other than an employee or adviser of
the Company or Holdings, any trade secrets, proprietary or other confidential
information of the Company or Holdings including without limitation information
in any way relating to the Merger Agreement or transactions contemplated
thereunder. The Management Employee understands and agrees that this restriction
shall continue to apply after his or her employment terminates, regardless of
the reason for such termination.
4. WITHHOLDING. All payments made or benefits provided by the Company or
Holdings pursuant to this Agreement shall be reduced by the amount of any tax or
other amounts required
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October 28, 1998
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to be withheld by the Company or Holdings under applicable law in connection
with the Agreement or the transactions contemplated hereby, and the Management
Employee agrees to reimburse the Company or Holdings for any such withholding
tax to the extent not so deducted.
5. CONDITIONS AND VESTING. Notwithstanding any other provision of this
Agreement, the Management Employee's right to the Bonus is contingent upon (i)
the consummation of the Sale Transaction pursuant to the Merger Agreement, (ii)
the Management Employee's compliance with the terms and conditions of this
Agreement, and (iii) the consent of the holders of more than 75% of the voting
power of all outstanding stock of the Company immediately prior to the Sale
Transaction. In addition, if the Management Employee resigns or otherwise
voluntarily terminates (in each case, a "TERMINATION") his or her employment
with the Company or Holdings prior to the second anniversary of the Closing
Date, the Management Employee will be required to repay (the "REPAYMENT") to the
Company an amount equal to (A) for the period commencing on the Closing Date and
ending on the day immediately preceding the one-month anniversary of the Closing
Date, twenty percent (20%) of the Bonus, and (B) for each subsequent month
thereafter, an amount equal to that percentage of the Bonus determined by the
following formula:
.20 x Bonus X # months from Closing Date
[.20 X Bonus] MINUS [ _____________________________________________ ]
24 months
Such Repayment is to be made by the Management Employee on or prior to the date
of Termination. The Company has the right to offset any such amount of Repayment
against amounts, if any, owed by the Company or Holdings to the Management
Employee.
6. ASSIGNMENT. This Agreement shall continue for the benefit of and be binding
upon (i) the Management Employee and his or her personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees and (ii) the Company and any successor of the Company by
reorganization, merger, consolidation or liquidation and any assignee
specifically assigned this Agreement in connection with an assignment of all or
substantially all of the business or assets of the Company.
7. MISCELLANEOUS. This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof, and supersedes and replaces all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof.
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If the foregoing corresponds with your understanding of our agreement,
kindly sign this letter and return a copy to the Company, whereupon it shall
become a binding agreement among the Company, Holdings and you.
Very truly yours,
XXXXXXX COMPANY
By:___________________________
Name:
Title:
XXXXXXX HOLDINGS, INC.
By:___________________________
Name:
Title:
Accepted and agreed to:
_________________________________
Name of Management Employee:
