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EXHIBIT 10.16
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of August 31, 1996, among ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc., a New York corporation ("Employer"), MCM Group, Inc.,
a Delaware corporation ("Holding"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the "Employee").
W I T N E S S E T H :
WHEREAS, on August 31, 1996, 100% of the outstanding shares of common
stock of Holding was distributed to the stockholders of record of VK/AC Holding,
Inc. on the record date for such distribution (such distribution, the
"Spin-off");
WHEREAS, in order to secure the continued services of the Employee
following the Spin-off, Employer desires to enter into an agreement embodying
the terms of such employment (the "Agreement"); and
WHEREAS, the Employee desires to accept such continued employment and
enter into such Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, Employer and the
Employee hereby agree as follows:
1. Agreement to Employ. Upon the terms and subject to the conditions of
this Agreement, Employer hereby employs the Employee and the Employee hereby
accepts employment by Employer.
2. Term; Position and Responsibilities.
(a) Term of Employment. Unless the Employee's employment shall sooner
terminate pursuant to Section 7, Employer shall employ the Employee for an
initial term commencing on the date hereof and ending on the third anniversary
thereof. Employment shall thereafter be deemed to be automatically extended,
upon the same terms and conditions, for successive periods of two years each,
unless either party, at least one year prior to the expiration of the initial
term or any extended term, shall give written notice to the other of its
intention not to renew such employment. The period during which Employee is
employed pursuant to this Agreement, including any extension thereof in
accordance with the preceding sentence, shall be referred to as the "Employment
Period".
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(b) Position and Responsibilities. During the term of the Employee's
employment hereunder, the Employee will serve as Senior Vice President of
Employer and the Employee will devote all of his skill, knowledge and working
time (except for (i) reasonable vacation time and absence for sickness or
similar disability and (ii) to the extent that it does not interfere with the
performance of the Employee's duties hereunder, (A) such reasonable time as may
be devoted to service on boards of directors and the fulfillment of civic
responsibilities, (B) reasonable time as may be necessary from time-to-time for
personal financial matters and (C) reasonable time as may be devoted to the
teaching of university courses and similar activities to enhance Employee's
professional reputation) to the conscientious performance of such duties. The
Employee represents that he is entering into this Agreement voluntarily and
that his employment hereunder and compliance by him with the terms and
conditions of this Agreement will not conflict with or result in the breach of
any agreement to which he is a party or by which he may be bound.
3. Base Salary. As compensation for the services to be performed by the
Employee hereunder, Employer will pay the Employee an annual base salary of
$123,000 during the Employment Period and, in the event that employment
hereunder is terminated by death, for one month thereafter. Employer will review
the Employee's base salary from time to time during the Employment Period and,
in the discretion of the Board of Directors of Employer ("Employer's Board"),
may increase such base salary from time to time based upon the performance of
the Employee, the financial condition of Employer, prevailing industry salary
scales and such other factors as Employer's Board shall consider relevant. (The
annual base salary payable to the Employee under this Section 3, as the same
may be increased from time to time, shall hereinafter be referred to as the
"Base Salary".) The Base Salary payable under this Section 3 shall be reduced to
the extent that the Employee elects to defer such Base Salary under the terms of
any deferred compensation or savings plan maintained or established by Employer.
Employer shall pay the Employee the Base Salary in semi-monthly installments, or
in such other installments as may be mutually agreed upon by Employer and the
Employee.
4. Incentive Compensation Arrangements.
(a) Incentive Compensation. During the Employment Period, the Employee
shall participate in Employer's incentive compensation programs for its
executive officers existing from time to time, including Employer's Special
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Compensation Arrangements, a copy of which is attached hereto as Exhibit C,
existing from time to time.
(b) Opportunity to Purchase Shares. The Employee shall be given the
opportunity to purchase up to 1,750 shares (the "Shares") of the Class C Common
Stock of Holding, par value $.01 per share (the "Common Stock"), at a purchase
price of $100 per share, but in no event shall Holding be required to offer to
sell or to sell any Shares to the Employee at any time at which making such an
offer or selling any such Shares would violate any applicable securities law.
The terms and conditions of the Employee's purchase of any Shares, including the
right of first refusal of Holding with respect to such Shares, the right of
Holding to purchase such Shares from the Employee under certain circumstances
and the right of the Employee to require Holding to purchase such Shares under
certain circumstances, shall be set forth in a separate Management Stock
Subscription Agreement, substantially in the form attached hereto as Exhibit A,
to be entered into by Holding and the Employee.
(c) Options. Upon the purchase of the Shares pursuant to Section 4(b),
the Employee shall be granted non-qualified stock options to purchase additional
shares of the Common Stock, each such option to be granted pursuant to the terms
of the MCM Group, Inc. Stock Option Plan (the "Stock Option Plan") and to have a
ten year term, as follows: (i) Employee shall be granted options to purchase up
to an aggregate of 4,236 shares of Common Stock (or, if less, a number of shares
of Common Stock equal to the product of (x) the number of Shares purchased by
the Employee pursuant to Section 4(b), multiplied by (y) 2.42)(the Options"),
(ii) one-half of the Options shall be granted at an exercise price per share
equal to $100 (the "Initial Value Options") and the remaining one-half of such
Options shall be granted at an exercise price of $143.60 (the "Premium
Options"), (iii) one-half of the Initial Value Options and one-half of the
Premium Options shall generally become exercisable in five equal annual
installments on each of the first five anniversaries of the date of grant and
(iv) the remaining one-half of the Initial Value Options and the remaining
one-half of the Premium Options shall generally become exercisable (A) as of the
third anniversary of the date of grant, if and only if Holding and its
subsidiaries shall have achieved the maximum EBITDA target provided for under
the terms of the Option Agreement (as defined below), provided that if Holding
and its subsidiaries shall have achieved EBITDA as of such anniversary date
greater than the minimum EBITDA target specified in the Option Agreement but
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less than the maximum EBITDA target so specified, a proportionate share of the
Performance Options shall become exercisable as of such date, or (B) nine years
following the date of grant, subject, in each such case under the following
clauses (iii) and (iv), to the Employee's continuous employment through the
applicable vesting date. The terms and conditions of the Options (including
those described herein) shall be set forth in the Stock Option Plan and a
separate Management Stock Option Agreement, substantially in the form attached
hereto as Exhibit B, to be entered into by the Employee and Holding (the "Option
Agreement").
5. Employee Benefits. During the term of the Employee's employment
hereunder, employee benefits, including life, medical, dental and disability
insurance, will be provided to the Employee in accordance with programs of
Employer then available to executive employees. The Employee shall also be
entitled to participate in all of Employer's profit sharing, pension,
retirement, deferred compensation and savings plans, as the same may be amended
and in effect from time to time, at levels and having interests commensurate
with the Employee's then current period of service, compensation and position.
6. Perquisites and Expenses.
(a) General. During the term of the Employee's employment hereunder,
the Employee shall be entitled to participate in any special benefit or
perquisite program generally available from time to time to executive officers
of Employer on the terms and conditions then prevailing under such program.
(b) Business Travel, Lodging, etc. Employer shall reimburse the
Employee for reasonable travel, lodging and meal expenses incurred by him in
connection with his performance of services hereunder upon submission of
evidence, satisfactory to Employer, of the incurrence and purpose of each such
expense.
(c) Vacation and Sick Days. The Employee shall be entitled to four
weeks of paid vacation per year, or such other longer period as Employer's Board
may determine to be appropriate, without, except as permitted in the discretion
of the chairman of Employer's Board, carry-over accumulation. The Employee shall
be entitled to continue to accumulate paid sick days in accordance with the
current policies of the Employer.
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7. Termination of Employment.
(a) Termination Due to Death or Disability. In the event that the
Employee's employment hereunder terminates due to death or is terminated by
Employer due to the Employee's Disability (as defined below), no termination
benefits shall be payable to or in respect of the Employee except as provided in
Section 7(f)(ii). For purposes of this Agreement, "Disability" shall mean a
physical or mental disability that prevents the performance by the Employee of
his duties hereunder lasting for a continuous period of six months or longer.
The reasoned and good faith judgment of Employer's Board as to the Employee's
Disability shall be final and shall be based on such competent medical evidence
as shall be presented to it by the Employee or by any physician or group of
physicians or other competent medical experts employed by the Employee or
Employer to advise Employer's Board.
(b) Termination by Employer for Cause. The Employee's employment may be
terminated for "Cause" by Employer. "Cause" shall mean (i) the willful failure
of the Employee substantially to perform his duties hereunder (other than any
such failure due to Disability) for a period of three business days after a
written demand for substantial performance is delivered to the Employee by
Employer's Board, which written notice identifies the manner in which Employer's
Board believes that the Employee has not substantially performed his duties,
(ii) in the reasonable judgment of the Board, the Employee's engaging in willful
and serious misconduct that is injurious to Employer or any of its affiliates,
(iii) the Employee's conviction of, or entering a plea of nolo contendere to, a
crime that constitutes a felony, (iv) the violation by the Employee of any
federal or state securities law, other than an immaterial violation of a
procedural law, or (v) the willful and material breach by the Employee of any of
his material obligations hereunder, or the breach by the Employee of any written
covenant or agreement with Employer or any of its affiliates not to disclose any
information pertaining to Employer or any of its affiliates, not to compete or
interfere with Employer or any of its affiliates or with respect to any
take-along or similar covenants applicable to the Shares, Options or any other
common stock of Holding held by the Employee, including without limitation the
covenants set forth in Sections 8, 9, 10 and 11 hereof.
(c) Termination Without Cause. A termination "Without Cause" shall mean
a termination of employment by
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Employer other than due to Disability as described in Section 7(a) or Cause as
defined in Section 7(b).
(d) Termination by the Employee. The Employee may terminate his
employment for "Good Reason". "Good Reason" shall mean a termination of
employment by the Employee within 30 days following (i) any assignment to the
Employee of any duties that are significantly different from, and result in a
substantial diminution of, the duties that he is to assume on the date hereof,
(ii) the failure of Employer to obtain the assumption of this Agreement by any
successor as contemplated by Section 14 or (iii) any reduction of the Employee's
Base Salary or incentive compensation opportunity from the levels set forth in
Sections 3 and 4(a) hereof, respectively.
(e) Notice of Termination. Any termination by Employer pursuant to
Section 7(a), 7(b) or 7(c), or by the Employee pursuant to Section 7(d), shall
be communicated by a written "Notice of Termination" addressed to the other
parties to this Agreement. A "Notice of Termination" shall mean a notice stating
that the Employee's employment hereunder has been or will be terminated,
indicating the specific termination provisions in this Agreement relied upon and
setting forth in reasonable detail the facts and circumstances claimed to
provide a basis for such termination of employment.
(f) Payments Upon Certain Terminations.
(i) In the event of a termination of the Employee's employment by
Employer Without Cause or a termination by the Employee of his employment
for Good Reason during the Employment Period, subject to Section 7(h),
Employer shall pay to the Employee (A) the sum of (1) his Base Salary, if
any, for the period from the Date of Termination and ending on the later of
(x) the last day of the Employment Period, determined without regard to this
Section 7, and (y) the first anniversary of the Date of Termination, and (2)
the excess of (I) the pro rata amount of incentive compensation for the
portion of the calendar year preceding the Employee's Date of Termination
(such portion, the "Proportionate Period"), that would have been payable to
the Employee if he had remained employed for the entire year and assuming
that all applicable targets had been met, over (II) the amount of incentive
compensation previously paid or, at the election of the Employee, deferred
for the Proportionate Period, less (B) any amount paid or to be paid to the
Employee under the terms of any
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severance plan or program of Employer, if any, as in effect on the Date
of Termination, provided that Employer may, at any time, pay to the Employee
in a single lump sum an amount equal to (x) Employer's good faith
determination of the sum of the present values of the installments of the
Base Salary remaining to be paid to the Employee pursuant to clause (A)(1)
above, and the amount determined under clause (A)(2) above not paid at that
time, in each case as of the date of such lump sum payment, calculated using
a discount rate equal to the weighted average cost of Employer's bank
indebtedness obligations outstanding on the Date of Termination or, if there
are no such obligations outstanding, one percentage point greater than the
average prime rate charged on such date by Chase Bank or such other
nationally recognized bank designated by Employer, less (y) the amount
determined under clause (B) above. If the Employee's employment shall
terminate and he is entitled to receive salary continuation payments under
this Section 7(f)(i), (1) Employer shall continue to provide to the Employee
the welfare benefits (other than disability insurance) referred to in
Section 5 for the greater of (a) the remainder of the calendar year in which
the Date of Termination occurs, or (b) six months from the Date of
Termination and (2) if the Employee's employment shall terminate hereunder
pursuant to circumstances under which he is entitled to receive payments
under this Section 7(f)(i), and the Employer has not paid a lump sum to
Employee pursuant to the proviso to the first sentence of Section 7(f)(i),
the Employee shall have an affirmative duty to seek new employment which is
suitable to his skills and training, provided that the Employee's conduct in
satisfaction of such duty shall be consistent with Section 9, unless
Employer elects to waive its rights under Section 9. If the Employee obtains
new employment, any salary continuation payments to which the Employee may
be entitled pursuant to this Section 7(f)(i) shall be reduced or cancelled
to the extent that any salary or other cash compensation from such
employment is paid or payable to or on behalf of the Employee. Any benefits
payable to the Employee under any otherwise applicable plans, policies and
practices of Employer shall not be limited by this provision.
(ii) If, during the Employment Period, the Employee's employment shall
terminate upon his death, Disability or retirement on or after age 60, or if
the Employee shall terminate his employment without Good
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Reason or if Employer shall terminate the Employee's employment for
Cause, subject to Section 7(h), Employer shall pay the Employee his full
Base Salary through the Date of Termination or, in the case of the
Employee's death, through one month following the Date of Termination, plus,
in the case of termination upon the Employee's death, Disability or
retirement on or after age 60, the excess of (x) the pro rata amount of
incentive compensation for the Proportionate Period preceding the Employee's
Date of Termination (exclusive of any time between the onset of a physical
or mental disability that prevents the performance by the Employee of his
duties hereunder and the resulting Date of Termination), that would have
been payable to the Employee if he had remained employed for the entire year
and assuming that all applicable targets had been met, over (y) the amount
of incentive compensation previously paid or, at the election of the
Employee, deferred for the Proportionate Period. Any benefits payable to or
in respect of the Employee under any otherwise applicable plans, policies
and practices of Employer shall not be limited by this provision.
(g) Date of Termination. As used in this Agreement, the term "Date of
Termination" shall mean (i) if the Employee's employment is terminated by his
death or retirement on or after age 60, the date of his death or retirement,
(ii) if the Employee's employment is terminated by the Employee without Good
Reason, the date of his termination, (iii) if the Employee's employment is
terminated by Employer for Cause, the date on which Notice of Termination is
given as contemplated by Section 7(e), and (iv) if the Employee's employment is
terminated by Employer Without Cause, due to the Employee's Disability or by the
Employee for Good Reason, 30 days after the date on which Notice of Termination
is given as contemplated by Section 7(e) or, if no such Notice is given, 30
days after the date of termination of employment.
(h) Resignation from Offices and Board Memberships. Effective as of any
Date of Termination under this Section 7 or otherwise as of the date of the
Employee's termination of employment with Employer, the Employee shall resign
from all (i) offices then held by him in Holding, Employer or any of their
respective subsidiaries and (ii) Board memberships then held by him on the
Boards of (x) Holding, Employer or any of their respective subsidiaries or (y)
any other organization with which he is affiliated by virtue of his position
with Holding, Employer or any of their respective subsidiaries. The Employee
shall execute
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all documents and instruments and take all other actions reasonably requested by
Holding or Employer to effectuate such resignations. All payments due or to
become due to the Employee pursuant to this Agreement, including any such
payments pursuant to Section 7(f), and, to the fullest extent permitted by
applicable law, pursuant to any otherwise applicable plan, policy, program or
practice of Holding, Employer or any of their respective subsidiaries shall be
subject to such resignations by the Employee and the performance by Employee of
each of his obligations under this Section 7(h).
8. Unauthorized Disclosure. During and after the term of his
employment, the Employee shall not, without the written consent of the
Employer's Board or a person authorized thereby, disclose to any person (other
than an officer, other employee or director of Employer or its affiliates, or a
person to whom disclosure is reasonably necessary or appropriate in connection
with the performance by the Employee of his duties as an executive of Employer)
any confidential or proprietary information, knowledge or data that is not
theretofore publicly known and in the public domain obtained by him while in the
employ of Employer with respect to Employer or any of its subsidiaries or
affiliates or with respect to any products, improvements, customers, methods of
distribution, sales, prices, profits, costs, contracts, suppliers, business
prospects, business methods, techniques, research, trade secrets or know-how of
Employer or any of its subsidiaries or affiliates (collectively, "Proprietary
Information"), except as may be required by law or as may be required in
connection with any judicial or administrative proceedings or inquiry.
9. Non-Competition. During the period commencing on the date hereof and
ending on the later of (i) the greater of (x) twelve months and (y) the number
of months, if any, providing the basis for calculating any termination payment
to the Employee under Section 7(f)(i) and (ii) in the event that the Employee
had, but did not exercise, the contractual right to put to Holding for
repurchase securities of Holding, the expiration of any period following
termination of the Employee's employment during which the Employee is a
beneficial owner of securities of Holding (except any time during which a
repurchase by Employer, pursuant to a repurchase commitment permitted or
required under Section 6(a) of the Management Stock Subscription Agreement is
prevented solely by the terms of Section 11(a) of the Management Stock
Subscription Agreement), the Employee shall not engage directly or indirectly
in, become employed by, serve as an agent or consultant to,
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or become a partner, principal or stockholder of any partnership, corporation
or other entity in connection with a business of such partnership, corporation
or other entity which competes with the financial information, financial
analysis or any other business of Holding, the Employer or any of their
respective subsidiaries in any geographical area in which Holding, Employer or
any of their respective subsidiaries is then engaged in such business.
10. Non-Solicitation of Employees. Except in connection with the
performance of his duties for Holding, Employer and their respective
subsidiaries during the period of the Employee's employment with Employer,
during the period of the Employee's employment and thereafter for three years
(the "Non-Solicitation Restriction Period") the Employee shall not, directly or
indirectly, for his own account or the account of any other person or entity
with which he shall become associated in any capacity, (a) solicit for
employment or employ any person who at the time of such solicitation for
employment is employed by or otherwise engaged to perform services for Holding,
Employer or any of their respective subsidiaries, regardless of whether such
employment is direct or through an entity with which such person is employed or
associated, or otherwise intentionally interfere with the relationship of
Holding, Employer or any of their respective subsidiaries with, any person or
entity who or which is at the time employed by or otherwise engaged to perform
services for Employer, including under this clause (a) any person who performs
services on behalf of Holding, Employer or any of their respective subsidiaries
as an independent agent or sales representative, or (b) induce any employee of
Holding, Employer or any of their respective subsidiaries to engage in any
activity which the Employee is prohibited from engaging in under Sections 9, 10
and 11 hereof or to terminate his employment with Holding, Employer or any of
their respective subsidiaries.
11. Non-Solicitation of Clients. Except in connection with the
performance of his duties for Holding, Employer and their respective
subsidiaries during the period of the Employee's employment with Employer,
during the Non-Solicitation Restriction Period, the Employee shall not solicit
or otherwise attempt to establish for himself or any other person, firm or
entity any business relationship with any person, firm or corporation which
during the twelve-month period preceding the date his employment terminates was
a customer, client or distributor of Holding, Employer or any of their
respective subsidiaries (an "Employer Client"), provided that nothing in this
Section 11 shall
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prohibit the Employee from (i) attempting to establish any business relationship
for the provision of services other than financial information or financial
analysis services or (ii) advertising or promoting his provision of services
generally to the investing public so long as such advertising does not include
direct written or oral solicitation of any Employer Clients.
12. Return of Documents. In the event of the termination of the
Employee's employment for any reason, the Employee will deliver to Employer all
non-personal documents and data of any nature pertaining to his work with
Employer, and he will not take with him any documents or data of any description
or any reproduction thereof, or any documents or data containing or pertaining
to any Proprietary Information.
13. Injunctive Relief with Respect to Covenants. The Employee
acknowledges and agrees that the covenants and obligations of the Employee with
respect to noncompetition, nonsolicitation, confidentiality and Employer
property relate to special, unique and extraordinary matter and that a violation
of any of the terms of such covenants and obligations will cause Employer
irreparable injury for which adequate remedies are not available at law.
Therefore, the Employee agrees that Employer shall be entitled to an injunction,
restraining order or such other equitable relief (without the requirement to
post bond) as a court of competent jurisdiction may deem necessary or
appropriate to restrain the Employee from committing any violation of the
covenants and obligations referred to in this Section 13. These injunctive
remedies are cumulative and in addition to any other rights and remedies
Employer may have at law or in equity.
14. Assumption of Agreement. Employer will require any successor (by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of Employer, by agreement in form and substance
reasonably satisfactory to the Employee, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that Employer
would be required to perform it if no such succession had taken place. Failure
of Employer to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the Employee to
compensation from Employer in the same amount and on the same terms as the
Employee would be entitled hereunder if Employer terminated his employment
Without Cause as contemplated by Section 7, except that for purposes of
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implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination.
15. Entire Agreement. Except as otherwise expressly provided herein,
this Agreement (including the Exhibits hereto) constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof, and all
promises, representations, understandings, arrangements and prior agreements
relating to such subject matter (including those made to or with the Employee by
any other person or entity) are merged herein and superseded hereby.
16. Indemnification. Employer agrees that it shall indemnify and hold
harmless the Employee to the fullest extent permitted by Delaware law from and
against any and all liabilities, costs, claims and expenses including without
limitation all costs and expenses incurred in defense of litigation, including
attorneys' fees, arising out of the employment of the Employee hereunder, except
to the extent arising out of or based upon the gross negligence or willful
misconduct of the Employee. Costs and expenses incurred by the Employee in
defense of litigation, including attorneys' fees, shall be paid by Employer in
advance of the final disposition of such litigation upon receipt of an
undertaking by or on behalf of the Employee to repay such amount if it shall
ultimately be determined that the Employee is not entitled to be indemnified by
Employer under this Agreement.
17. Miscellaneous.
(a) Binding Effect. This Agreement shall be binding on and inure to the
benefit of Employer and its successors and permitted assigns. This Agreement
shall also be binding on and inure to the benefit of the Employee and his heirs,
executors, administrators and legal representatives.
(b) Arbitration. Any dispute or controversy arising under or in
connection with this Agreement (except any dispute or controversy arising under
Section 8, 9, 10, 11 or 13 hereof) shall be resolved by binding arbitration. The
arbitration shall be held in the City of New York, New York and except to the
extent inconsistent with this Agreement, shall be conducted in accordance with
the Voluntary Labor Arbitration Rules of the American Arbitration Association
then in effect at the time of the arbitration, and otherwise in accordance with
principles which
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would be applied by a court of law or equity. The arbitrator shall be acceptable
to both Employer and the Employee. If the parties cannot agree on an acceptable
arbitrator, the dispute shall be heard by a panel of three arbitrators one
appointed by each of the parties and the third appointed by the other two
arbitrators. Any expense of arbitration shall be borne by the party who incurs
such expense and joint expenses shall be shared equally, provided that in the
event that the Employee prevails in any such arbitration on all disputes raised
by the Employee, Employer shall bear all expenses thereof, including those of
the Employee.
(c) Governing Law. This Agreement shall be governed by and constructed
in accordance with the laws of the State of New York.
(d) Taxes. Employer may withhold from any payments made under the
Agreement all federal, state, city or other applicable taxes as shall be
required pursuant to any law, governmental regulation or ruling.
(e) Amendments. No provisions of this Agreement may be modified, waived
or discharged unless such modification, waiver or discharge is approved by
Employer's Board or a person authorized thereby and is agreed to in writing by
the Employee and such officer as may be specifically designated by Employer's
Board. No waiver by any party hereto at any time of any breach by any other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No waiver of any provision of this Agreement shall be implied
from any course of dealing between or among the parties hereto or from any
failure by any party hereto to assert its rights hereunder on any occasion or
series of occasions.
(f) Severability. In the event that any one or more of the provisions
of this Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected thereby.
(g) Notices. Any notice or other communication required or permitted to
be delivered under this Agreement shall be (i) in writing, (ii) delivered
personally, by courier service or by certified or registered mail, first-class
postage prepaid and return receipt requested,
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(iii) deemed to have been received on the date of delivery or on the third
business day after the mailing thereof, and (iv) addressed as follows (or to
such other address as the party entitled to notice shall hereafter designate in
accordance with the terms hereof):
(A) if to Employer, to it at:
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc.
One Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
(B) if to Holding, to it at:
c/▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc.
One Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
(C) if to the Employee, to him at the address listed on
the signature page hereof.
Copies of any notices or other communications given under this Agreement shall
also be given to:
▇▇▇▇▇▇▇, Dubilier & Rice, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
and
Debevoise & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
(h) Survival. Sections 7(h), 8, 9, 10, 11, 12, 13, 14, 16 and 17 and,
if the Employee's employment terminates in a manner giving rise to a payment
under Section 7(f), Section 7(f) shall survive the termination of the
employment of the Employee hereunder.
(i) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same instrument.
14
15
(j) Headings. The section and other headings contained in this
Agreement are for the convenience of the parties only and are not intended to be
a part hereof or to affect the meaning or interpretation hereof.
IN WITNESS WHEREOF, Employer and Holding have duly executed this
Agreement by their authorized representatives and the Employee has hereunto set
his hand, in each case effective as of the date first above written.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
By:
-------------------------------
Name:
Title:
MCM GROUP, INC
By:
-------------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------------
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇. ▇-▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
15
16
Exhibit A
See Exhibit A to Exhibit 10.14
17
Exhibit B
See Exhibit B to Exhibit 10.14.
18
Exhibit C
MCM, INC.
SPECIAL COMPENSATION ARRANGEMENTS
PRODUCT MANAGERS
CORPORATEWATCH:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 3% - CORPORATEWATCH NET OPERATING
INCOME IF
ANNUALIZED NOI DOES NOT EXCEED 2.5
MILLION (BEFORE TAXES)
3.5% - CORPORATEWATCH NOI IF
ANNUALIZED NOI EQUALS OR EXCEEDS
2.5 MILLION (BEFORE TAXES)
19
ANNEX A
Annex A filed as Annex A to Exhibit 10.14.
