[LOGO]
XXXXXX XXXXXXX LTD.
May 29, 2001
NAME
ADDRESS 0
XXXX STATE POSTALCODE
Dear [FirstName] :
This letter will confirm the agreement between you and
Xxxxxx Xxxxxxx Inc. (the "Company") regarding certain terms and conditions
relating to your employment by the Company.
In the event that the Company terminates your employment
(as defined in Paragraph 4 Subsections (a) and (b) of the Change of Control
Employment Agreement) between the date hereof and December 31, 2003 for any
reason, other than (i) death; (ii) disability (as defined in the Company's
long-term disability plan), or (iii) conviction of, indictment for, or the entry
of a guilty plea or plea of no contest with respect to a felony offense, the
Company agrees to provide you with the following separation benefits:
1. You will continue to receive your base salary in effect
on the date of termination of employment for a period (the "Salary Continuation
Period") commencing on the date of termination and continuing until the greater
of (i) December 31, 2003 or (ii) two years from the date of termination. Such
amounts shall be paid in accordance with the normal payroll practices of the
Company. In addition, you will receive credit for both age and service during
the Salary Continuation Period under all employee benefit plans of the Company,
including the Company's pension plan and SERP, which rely on age and/or service
to determine benefit. However, all of the additional pension benefit will be
paid under the non-qualified SERP Plan.
2. You will be entitled to receive all target bonuses under
the annual and long-term segments of the Company's Incentive Compensation Plan
(or any successor similar plan which may be adopted in lieu of such Incentive
Compensation Plan) for all calendar years within the Salary Continuation Period.
Such bonuses shall be paid at the same time as payments are made to the other
participants in such Incentive Compensation Plan or successor plan.
3. During the Salary Continuation Period your coverage
under all health and welfare benefit plans (except vacation and sick leave
accrual) will be maintained by the Company. Such coverage will be at the same
levels, including relative employer and employee portions of the cost of
coverage, as with respect to similarly situated plan participants on the
commencement of the Salary Continuation Period.
CLARENDON HOUSE, 0 XXXXXX XXXXXX
XXXXXXXX, XX CX, BERMUDA
MAILING ADDRESS: PERRYVILLE CORPORATE PARK, CLINTON, NJ 08809-4000
PAGE 2
4. Upon the commencement of the Salary Continuation Period,
the Company will cause all transfer and other restrictions to be removed from
all shares of capital stock of the Company then registered in your name. In
addition, any stock options which you then hold to purchase shares of capital
stock of the Company will be immediately vested.
The benefits enumerated above (the "Additional Benefits")
will be in addition to all other benefits afforded senior executives of the
Company upon termination of employment provided, however, that if, as a result
of a termination of your employment, you receive payments and benefits pursuant
to Paragraph 6, Subsection (a), of the Change of Control Agreement between you
and the Company, dated as of May 25, 2001, as such agreement may be amended from
time to time (the "Change of Control Agreement"), you shall be entitled to no
payments or benefits pursuant to this letter agreement. In consideration of the
Company agreement to make the Additional Benefits available to you, you agree
that upon your termination of employment you will execute a waiver and release
in the form attached hereto. You agree that no payments or benefits pursuant to
this letter agreement will be made or provided until ten (10) days after your
execution of such waiver and release.
This Agreement is not intended to preclude the benefits
payable under the Change of Control Agreement of May 25, 2001, should the events
as described therein occur.
This letter agreement (a) shall be binding upon and inure
to the benefit of you and the Company and our respective successors, assigns,
heirs, estates and legal representatives, including any entity with which the
Company may merge or consolidate or to which all or substantially all of its
assets may be transferred; or any affiliate of the Company or such entity
following the transactions referred to in the immediately preceding paragraph;
and (b) shall be governed and construed in accordance with the laws of the State
of New Jersey without giving effect to the principles of conflicts of law.
If any provision of this letter agreement is held invalid
or unenforceable by any arbiter agreed to by you and the Company or by a court
of competent jurisdiction, the other provisions hereof will remain in full force
and effect. Any provision of this letter agreement so held to be invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.
PAGE 3
You hereby agree that you shall not defame, disparage, or
criticize any employee or director of the Company, or its affiliates or their
respective products or services in any medium to any person or entity.
The management and the Board of Directors of Xxxxxx Xxxxxxx
Ltd. shall use reasonable best efforts to cause the Company's officers and
directors not to defame, disparage or criticize you. Nothing herein shall limit
any confidential discussions any of the Company's officers or directors may have
with the Company's attorneys or limit any truthful statements made by you or the
Company's officers or directors in any legal proceeding or as required by law.
If the foregoing correctly sets forth your understanding of
the agreement between you and the Company with respect to the subject matter
hereof, kindly execute the enclosed copy of this letter and return it to the
undersigned in which event it shall constitute a binding agreement between you
and the Company.
Very truly yours,
Xxxxxxx X. Xxxxx
Attachment
/js
Agreed to and Accepted:
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{Name}
{Date}
