EXHIBIT 10.4
This letter agreement sets out the terms under which we have agreed that you
will serve as Corporate Secretary and Senior Vice President of Xxxxxxx
Xxxxx Financial, Inc. (the Company).
1. EFFECTIVE DATE: TERM OF AGREEMENT. This agreement is effective
immediately, but you will not receive a salary or any benefits until you
begin performing services for the Company, which is anticipated to be on
October 21, 1996. The term of this agreement will be through September 30,
1998. At that time, employment will be terminable at will and not subject
to an agreement. The "at will" doctrine and many other important policies
and procedures, which will govern your employment and the below terms,
are set forth in the RJ Employee Handbook. A copy of the Handbook will be
provided for your review.
2. OFFICES AND REPORTING RESPONSIBILITIES. As Secretary of the Company, you
shall be responsible for management of the Corporate Secretary function,
including attendance at meetings of the Board of Directors and Committees
thereof, preparation of minutes, co-ordination of the corporate calendar
and other related functions.
As Senior Vice President, you shall be responsible for supervising risk
management for the Company and all subsidiaries and divisions: your
responsibilities shall include supervision of the legal department, the
compliance function, the internal audit function and other such other
duties as may be assigned to you from time to time by the Company,
consistent with your primary responsibility for supervising the risk
management function of the Company.
You shall report directly to the Chairman of the Board and Chief Executive
Officer of the Company.
3. DUTIES. You shall devote all of your business time, attention and efforts
to the business of the Company and shall serve the Company's interests
diligently and to the best of your ability. During your employment
hereunder you may: (a) serve on civic, professional and charitable boards
and committees, (b) undertake speaking engagements and (c) manage your
personal investments, so long as these activities do not interfere with
the performance of your duties as a senior executive of the Company.
4. SALARY: BONUS: OTHER BENEFITS: STOCK OPTIONS. Your salary during the
fiscal year ending September 30, 1997 will be $150,000 per year payable in
semi-monthly increments, and shall be subject to annual review thereafter
in accordance with Company policy. Upon satisfying eligibility
requirements, you shall be entitled to participate in all benefits and
programs made available to senior management of the Company to the full
extent made available to them, including (but not limited to) medical,
disability and life insurance, retirement plans, deferred compensation
plans, employee stock purchase plans, and other benefit programs.
During each year of your employment, you shall be entitled to participate
in the Bonus program for senior executives of the Company. For the fiscal
year ending September 30, 1997, you shall receive a minimum bonus of
$75,000.
Upon commencement of your employment hereunder, you shall receive options
to purchase 3,000 shares of the Company's common stock under the Company's
1992 Incentive Stock Option Plan; the exercise price shall be fixed at the
price of the Company's common stock at the close of business on the day of
the next Board of Directors meeting. The option grant shall be reflected
in a stock option agreement in the form customarily used by the Company
for senior executives. You shall be eligible for consideration for the
grant of additional options at future award dates.
5. VACATION. You shall be entitled to four weeks of paid vacation during each
year of employment and shall be eligible to take vacation during your
first year of employment.
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XXXXXXX XXXXX
FINANCIAL, INC.
6. REIMBURSEMENT OF EXPENSES. You shall be entitled to reimbursement of
expenses incurred in accordance with Company policy. You shall be
reimbursed for costs of attendance at meetings of the American Bar
Association, and for bar membership and bar association fees which are
approved in advance by the Company.
7. RIGHTS UPON TERMINATION. In the event your employment is terminated
without cause by the Company during the first year of this agreement, you
shall be entitled to receive the prompt payment of your current salary for
the balance of the term plus the $75,000 first year bonus guaranteed under
your agreement. If a termination without cause occurs during year two, you
will be entitled to the remainder of your current salary for that year.
It shall constitute termination without cause within the meaning of this
agreement if you are assigned duties materially inconsistent with those
set out in paragraph 2 above, or if you suffer any material diminution in
your title, position, authority or responsibilities.
The following shall constitute cause for termination under this agreement:
(i) any illness or other disability which makes it impossible for
you to perform your duties for a period of 120 consecutive days;
(ii) a plea of guilty or conviction of a felony offense by you;
(iii) a material breach by you of a fiduciary duty owed by you to the
Company;
(iv) violation of regulatory polices imposed by securities industry
regulators, including but not limited to the NYSE, Securities and Exchange
Commission or state securities regulators;
(v) violation of the firm's internal policies, or
(vi) the willful and gross neglect by you of the material duties required
to be performed by you under this agreement;
PROVIDED, HOWEVER that you shall be given thirty days' notice that grounds
exist for termination for "cause" under clauses (iii) or (vi) above, and a
reasonable opportunity to cure such breach or neglect.
In the event you are terminated for cause by the Company, you shall
receive no further compensation other than salary accrued to the date of
termination. Bonuses are earned only if you are still employed on the date
of distribution.
8. INDEMNIFICATION. You shall be indemnified by the Company to the fullest
extent permitted by Florida law and the Company's Certificate of
Incorporation and by-laws for any claim of damage or liability, or any
expenses incurred, which arise from actions taken by you as an officer of
the Company or any of its subsidiaries, to the same extent as the
indemnification rights made available to other senior executives of the
Company.
9. APPOINTMENT BY THE BOARD OF DIRECTORS. The Company will promptly submit to
the Board of Directors for approval your employment as Corporate Secretary
and Senior Vice President.
10. BINDING AGREEMENT. This agreement shall be binding upon the Company, its
successors and assigns.
Please confirm your agreement to these terms of employment by signing and
returning to me a copy of this letter agreement.
Very truly yours,
/s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Chairman and Chief Executive Officer
Accepted and agreed to as of the date set forth above:
/s/ XXXXX X. XXXXXXXXXX
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Xxxxx X. Xxxxxxxxxx
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XXXXXXX XXXXX
FINANCIAL, INC.
