Exhibit 10.7
FORM OF EMPLOYMENT AGREEMENT
EXECUTION COPY
XXXXXXXXX XXXXXX, LLC
August __, 1999
EMPLOYMENT AGREEMENT
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We are pleased that you will be continuing your employment as a
Principal of Xxxxxxxxx Xxxxxx, LLC, a Delaware limited liability company ("NB
LLC"), or one or more of its subsidiaries or affiliates (collectively with NB
LLC, and its and their predecessors and successors, the "FIRM"), and are writing
to set forth the terms and conditions of such employment. This Agreement shall
become effective upon the consummation of the initial public offering of the
common stock of NB LLC. Certain capitalized terms are defined in Section 2
hereof.
1. EMPLOYMENT
You will be employed by NB LLC, or one or more of its subsidiaries or
affiliates, subject to the terms and conditions of this Agreement for the period
commencing on the date hereof and ending on December 31, 2000 (the "INITIAL
EMPLOYMENT PERIOD"). After the Initial Employment Period (unless otherwise
agreed by you and the Firm in writing), there will be no set term of employment.
You or the Firm may terminate your employment at any time during or after the
Initial Employment Period for any reason, or for no reason, by giving not less
than ninety (90) days' prior written notice of termination; PROVIDED, however,
that the Firm may elect to place you on paid leave for all or any part of such
90-day period; and PROVIDED, FURTHER, that no advance notice need be given by
the Firm to you in connection with a termination of your employment for Cause or
on account of Extended Absence.
During the Employment Period: (I) you will have such duties and
responsibilities as the Firm may from time to time determine; (II) you will
devote your entire working time, labor, skill and energies to the business and
affairs of the Firm; and (III) you will be paid the base salary and bonus set
forth on Schedule A hereto.
2. CERTAIN DEFINITIONS
As used herein, the following terms have the following meanings:
"Cause" has the meaning given in the Stockholders Agreement, dated as
of the date hereof, among Xxxxxxxxx Xxxxxx Inc., a Delaware corporation
("NB INC."), and the individuals listed therein, as in effect from time to
time.
"Date of Termination" means (I) if your employment is terminated by
the Firm for Cause or on account of Extended Absence, the date of the
Firm's delivery of written notice of termination, (II) if your employment
is terminated by the Firm other than for Cause or on account of Extended
Absence, the date that is ninety (90) days after the Firm's delivery of
written notice of termination, or (III) if your employment is terminated
by you, the date that is ninety (90) days after your delivery of written
notice of termination, or such earlier date as may be determined by the
Firm in its sole discretion.
"Employment Period" means the period commencing on the date hereof
and ending on your Date of Termination, and includes the Initial
Employment Period.
"Extended Absence" means your absence from employment for at least
180 days in any 12-month period as a result of your incapacity due to
mental or physical illness, as determined by the Firm.
"Noncompetition Agreement" means the Non-Competition Agreement, dated
as of the date hereof, between NB Inc. and the Principals listed therein,
as in effect from time to time.
3. DISPUTE RESOLUTION
Any dispute, controversy or claim between you and the Firm, arising
out of or relating to or concerning the provisions of this Agreement, your
employment with the Firm or otherwise concerning any rights, obligations or
other aspects of your employment relationship in respect of the Firm, shall be
finally resolved in accordance with the provisions of Sections 3.4, 3.8, 3.9 and
3.10 of the Noncompetition Agreement. Without limiting the foregoing, you
acknowledge that a violation on your part of this Agreement would cause
irreparable damage to the Firm. Accordingly, you agree that the Firm will be
entitled to injunctive relief for any actual or threatened violation of this
Agreement in addition to any other remedies it may have.
4. GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAWS.
5. MISCELLANEOUS
This Agreement shall not supersede any other agreement, written or
oral, pertaining to the matters covered herein, except to the extent of any
inconsistency between this Agreement and any prior agreement, in which case this
Agreement shall prevail. Notices hereunder shall be delivered to the Firm at its
principal executive office directed to the attention of NB LLC's General
Counsel, and to you at your last address appearing in the Firm's employment
records.
You may not, directly or indirectly (including by operation of law),
assign your rights or obligations hereunder without the prior written consent of
NB LLC or its successors, and any such assignment by you in violation of this
Agreement shall be void. This Agreement shall be binding upon your permitted
successors and assigns. Without impairing your obligations hereunder, NB LLC may
at any time and from time to time assign its rights and obligations hereunder to
any of its subsidiaries or affiliates (and have such rights and obligations
reassigned to it or to any other subsidiary or affiliate). This Agreement shall
inure to the benefit of and be binding upon the Firm and its assigns. This
Agreement may not be amended or modified other than by a written agreement
executed by you and NB LLC or its successors, nor may any provision hereof be
waived other than by a writing executed by you or NB LLC or its successors;
PROVIDED that any waiver, amendment or modification of any of the provisions of
this Agreement shall not be effective against the Firm without the written
consent of NB LLC or such individual's designee.
If any provision of this Agreement is finally held to be invalid,
illegal or unenforceable (whether in whole or in part), such provision shall be
deemed modified to the extent, but only to the extent, of such invalidity,
illegality or unenforceability and the remaining provisions shall not be
affected thereby. Except as expressly provided herein, this Agreement shall not
confer on any person other than you and the Firm any rights or remedies
hereunder. The captions in this Agreement are for convenience of reference only
and shall not define or limit the provisions hereof.
If the foregoing is in accordance with your understanding, kindly
confirm your acceptance and agreement by signing and returning the enclosed
duplicate of this letter which will thereupon constitute an agreement between
you and NB LLC, on its behalf and on behalf of its subsidiaries and affiliates.
Very truly yours,
XXXXXXXXX XXXXXX, LLC
(on its behalf, and on behalf of its
subsidiaries and affiliates)
By:
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Name:
Title:
Agreed to and accepted as of
the date of this letter
By:
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Name:
SCHEDULE A
If the Principal is an employee of the Private Asset Management business, the
Principal shall be entitled to receive compensation in an amount determined as
follows:
(a) The Firm shall periodically allocate to the investment group of
which the Principal is a member (the "XXX GROUP") 22% of all commissions
and investment advisory fees generated by such XXX Group.
(b) The amount so allocated shall be paid as compensation to the
members of such XXX Group (including the Principal) in such proportion as
may be determined by the Principals who are members of such XXX Group or,
in the event of a dispute among such Principals, in such proportion as may
be determined by the Executive Committee of NB LLC in its sole discretion.
If the Principal is not an employee of the Private Asset Management business,
the Principal will receive an amount of compensation, as separately communicated
to the Principal based upon the recommendation of an outside consultant and
approved by the Executive Committee.
