Exhibit 10.15
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Xxxxxxxxx, Xxxxxx & Xxxxxxxx, Inc.
000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (212) 892-3000
October 30, 2000
Revised October 31, 2000
Xxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxx & Xxxxxxxx, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xxxx:
As you know, Credit Suisse First Boston ("CSFB") and Xxxxxxxxx, Xxxxxx &
Xxxxxxxx ("DLJ") have agreed to merge their businesses. In connection with that
merger we are pleased to offer you continuing employment with the combined
organization (the "Company"), contingent and effective upon the consummation of
the merger. If you accept this offer, your compensation for year 2000 and 2001
and your Retention Award will be as follows.
1. You will receive a Retention Award in the amount of $4,000,000, pursuant
to terms and conditions set forth in Exhibit A. The Retention Award will
be made to you in the form of phantom shares representing an unsecured
contractual right to receive an equivalent number of duly authorized and
issued shares of Credit Suisse Group ("CSG"). Definitions applicable to
this letter and to the Retention Award are set forth in Exhibit A.
2. Your total compensation for 2000 includes your annual base salary paid at
the rate currently paid by DLJ ($175,000), a cash bonus of $4,400,000,
payable when, and in the manner that the Company pays bonuses to employees
generally and an award under the 2000 DLJ Long Term Incentive Plan (the
"LTI"), which shall vest immediately and become fully payable on July 1,
2002 in the amount of $3,146,700 (representing 10,000 units), so long as
the Company has not terminated your employment for Cause. Definitions
applicable to this letter are annexed hereto as Exhibit B.
3. In addition, you will receive an additional retention award in the form of
6,356 LTI units which shall vest immediately and become fully payable on
July 1, 2002, so long as the Company has not terminated your employment
for Cause and you have not resigned your employment with the Company (or
given a notice of resignation) prior to that date.
4. The aggregate of your base salary, annual bonus and long term incentive
plan awards for 2001 shall be no less than 75% of the aggregate base
salary, annual bonus, and long term incentive plan award received or
deferred for you for 1999, and such payments are subject to all of the
Company's plans, policies, and practices as to payment of bonuses. This
guaranteed compensation amounts to $6,461,250, which represents 75% of
your 1999 aggregate compensation of $8,615,000 (base salary of $175,000,
bonus of $4,000,000, and Long Term Incentive Plan (the "LTI") of
$4,440,000). Any amounts paid to you in excess of
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the minimum shall be solely in the discretion of the Company. A portion of
the bonus you receive for 2001 may be paid in the form of a deferred award
under the Credit Suisse Group International Share Plan or a successor
equity plan (the "Share Plan"). Details of the Share Plan will be provided
to you separately. In addition, you will receive a special compensation
payment in mid April 2001 as a make whole payment for DLJ stock held for
your benefit by the Rabbi Trust in the amount of $1,850,261.
5. Notwithstanding the foregoing, you will not be entitled to receive any
base salary or bonus payment following the date upon which your active
employment with the Company terminates for any reason, (or any bonus
payment after you have given notice of your intent to terminate), unless
your employment was terminated by the Company without Cause, in which case
you shall be entitled to receive, to the extent not already paid, your
bonus for 2000 and 2001 (calculated by subtracting your annual base salary
for each applicable year from your minimum total compensation for that
year) when it otherwise would have been paid so long as you comply with
paragraph 8.
6. All amounts of compensation paid to you shall be paid subject to
applicable taxes and deductions.
7. Upon your becoming an employee of the Company you will be subject to all
rules and policies of employment applicable to employees of the Company
generally or at your level or in your position. In addition, you will be
eligible to participate in all employee benefits plans and programs of the
Company generally applicable to employees at your level and in accordance
with their terms. However, the Company will continue to provide the
following benefits from DLJ; (a) the Company will fulfill your individual
lease commitment under the Company Automobile Program, it being understood
that your lease is no more than three years, (b) the Company will provide
tax and investment advisory services through the existing internal
provider for a period of two years following the effective date of the
merger, (c) you will continue participation in the Rabbi Trust for a
period of five years from the effective date of the merger, and (d) the
Company will continue your medical coverage for life under the terms of
the January 13, 1992 letter agreement between you and DLJ.
8. You will be an employee at will and you or the Company may terminate the
employment relationship between you and the Company at any time with or
without Cause. Notwithstanding the foregoing, and effective upon the date
hereof, you agree, until February 28, 2001, to provide three months'
notice of your intent to terminate your employment with the Company and to
refrain from engaging in Competitive Activity and/or Solicitation for a
period of three months after the termination of your employment.
Thereafter you agree to provide one month's notice of your intent to
terminate your employment and to refrain from Solicitation for a period of
one month after the termination of your employment. At all times, you
agree to refrain from disclosing or using Confidential Information.
9. The options you hold in the DLJ Stock Option Plan will be fully vested
upon the signing of this Agreement, however, you agree to refrain from
exercising any options to purchase shares of DLJ that you may have until
after the consummation of the merger (expected to occur on
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or about November 3, 2000) at which point your DLJ options will be
exchanged for options to purchase CSG shares at the exchange ratio set
forth in the merger agreement and on the same terms and conditions as your
DLJ options.
10. This letter will not adversely affect any rights or obligations that you
may have with regard to investment partnerships or deferred compensation
pursuant to DLJ plans and programs which rights and obligations shall
continue to be controlled by the terms of those plans and programs. You
will be fully vested in your LBO plans for investments made or committed
to as of the effective date of the merger.
11. This letter shall be interpreted in accordance with the laws of the State
of New York (without regard for the conflicts of laws principles thereof).
Any disputes arising hereunder shall be resolved in accordance with the
Company's dispute resolution policy.
12. This letter represents the entire agreement between you and the Company
regarding your compensation for 2000 and 2001. It may not be changed or
terminated except in writing signed by the parties. It shall be binding on
the successors of DLJ and it may be assigned to CSFB after the
consummation of the merger.
Please confirm your acceptance of the foregoing by signing and returning a copy
of this letter to the undersigned not later than October 31, 2000
Yours sincerely,
/s/ Xxx X. Xxxx
------------------------
Xxx X. Xxxx
President
Agreed and accepted:
/s/ X.X. Xxxxxxx
------------------------
Signature
X.X. XXXXXXX
------------------------
Print Name
Date: 10/31/00
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Exhibit A
1. Terms
A. Conditions for Receipt of Retention Award -- Until February 28,
2001, you agree to provide 3 months' notice of your intent to terminate your
employment with the Company (as defined below) and to refrain from engaging
in Competitive Activity and/or Solicitation for a period of three months
after the termination of your employment. Thereafter you agree to provide one
month's notice of your intent to terminate your employment and to refrain
from Solicitation for a period of one month after the termination of your
employment. At all times, you agree to refrain from disclosing or using
Confidential Information.
B. Valuation - The number of phantom shares being issued to you will be
calculated by dividing the total initial value of the Award by the average
closing sale price of CSG Shares on a spot basis for the five trading days up to
and including the date of the consummation of the merger, and using the Swiss
Franc/US dollar spot rate on the date of consummation of the merger, both as
officially reported on the Swiss Exchange. You will not be entitled to dividend
equivalents or longevity premium awards in connection with these shares. In
certain locations, the Company may make arrangements for Retention Awards to be
issued by an employee trust.
C. Vesting - The retention awards will be unvested at the date of the
Award and will vest and become fully vested as follows:
Vesting Date of Vesting
Schedule
1/3 July 1, 2001
1/3 July 1, 2002
1/3 July 1, 2003
Phantom shares will be converted to CSG duly authorized and issued Shares
on a one to one basis and will be delivered to you after they vest subject to
the payment of all applicable taxes and so long as you are in compliance with
the restrictions set forth in (A) above. After delivery, shares will be entitled
to the receipt of applicable dividends. Vesting and delivery of the Retention
Award is not accelerated as a result of the consummation of the merger of the
businesses of Credit Suisse First Boston and Xxxxxxxxx, Xxxxxx & Xxxxxxxx, or
their parents, subsidiaries, and affiliates. You will be provided with details
of delivery procedures and applicable legal restrictions under separate cover.
D. Termination of Employment
(i) Voluntary Resignation: unvested retention Awards will be
forfeited; vested Awards will be delivered; in the event that a vesting
date falls
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within a notice period, a recipient will not be entitled to any shares
scheduled to vest during that period.
(ii) Death/Disability: next vesting date will be accelerated,
remaining tranches will be forfeited.
(iii) Normal Retirement: unvested retention Awards will become fully
vested and delivered.
(iv) Termination without Cause: if termination occurs before July 1,
2001, vesting accelerates for the July 1,2001 and the July 1,2002
tranches; if termination occurs on or after July 1, 2001, vesting
accelerates for the July 1, 2002 and the July 1, 2003 tranches.
(v) Termination with Cause: all Retention Awards will be forfeited
(vi) General: The grant of a Retention Award does not confer the
right to continued employment.
Any dispute under this Retention Award or otherwise will be resolved in
accordance with Credit Suisse First Boston's alternative dispute resolution
policy.
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Exhibit B
Definitions
"Cause" means, (i) a material breach by you of your obligations under this
agreement or any other written agreement between you and the Company (as defined
below); (ii) your willful and continued failure or refusal to perform
satisfactorily any duties reasonably required in the course of your employment
(other than a failure resulting from Disability); (iii) your violation in any
material respect of any compliance policy of the Company applicable to employees
of the Company, after (in the case of a violation susceptible of cure)
notification by senior management of the Company of such violation and failure
of the participant to correct such violation within 10 days of such
notification; (iv) any violation by you of federal or state securities laws or
regulations (v) the perpetration by you of a dishonest act or common law fraud
against the Company or any customer or any client thereof; (vi) your violation
of any policy applicable to employees on drugs, controlled substance, and
alcohol; or (vii) your willfully engaging in misconduct which is materially
injurious to the Company or to any customer or client of the Company, as
determined in good faith by the Company.
"Company" means the entity or entities found as a result of the combination of
the businesses of CSFB and DLJ together with their parents, subsidiaries or
affiliates.
"Disability" means termination of your employment as a consequence of being
deemed disabled under the employee benefits plans of the Company applicable to
you.
"Competitive Activity" means, with respect to any participant, that such
participant enters into any affiliation with any person, corporation,
partnership or other business entity or enterprise which engages in any activity
which is the same as, or similar to, or in competition with, a business activity
of the Company, and/or its parents, subsidiaries and affiliates including, but
not limited to, the businesses engaged in by the Equities, Investment Banking,
Fixed Income, Private Equities, Retail and Capital Markets Divisions of the
Company. For the purposes of the foregoing "affiliation" with any entity or
enterprise shall-mean any direct or indirect interest in such entity or
enterprise, whether as an officer, director, employee, partner, stockholder,
sole proprietor, trustee, consultant, agent, representative, broker, finder,
promoter, or otherwise; provided, however, that the acquisition of up to 5% for
passive investment purposes of any class of the outstanding equity, debt
securities, or other equity interest of any person, corporation, partnership or
other business entity or enterprise shall not, in and of itself, be construed as
an affiliation with such person or entity or enterprise.
"Confidential Information" means any secret, confidential or proprietary
information which belongs to the Company or which such participant learned by
reason of his or her association with the Company.
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"Normal Retirement" means retirement of a recipient from employment at age 60 or
later and a minimum length of service with the Company of three years.
"Solicitation" means with respect to participant whose employment is terminated
that such participant solicits or endeavors to entice away from the Company, or
otherwise interferes with the relationship of the Company with any person who is
employed or engaged by the Company as an employee, consultant or independent
contractor or who was associated with the Company as a customer or client at any
time during the 6 month period preceding such termination of employment with
whom the participant had dealings and/or management responsibilities.
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