June [__], 2006
Exhibit 10.2
June [__], 2006
«FirstName» «MiddleInitial» «LastName»
[WORK ADDRESS]
[WORK ADDRESS]
RE: Retention Bonus Program for Professional Employees
Dear «FirstName»:
As you know, Trizec Properties, Inc. (the “Company”) has entered into a definitive Agreement
and Plan of Merger for the sale of the Company (a “Company Sale”) to (the
“Purchaser”). It is expected that the date of closing of the Company Sale (the “Closing Date”)
will be during the summer months.
We have put in place this Retention Bonus Program for the benefit of certain professional
employees of the Company and its subsidiaries (the “Eligible Professional Employees”). As an
active, exempt, professional employee, you are an Eligible Professional Employee. We believe your
continuing contribution during and beyond the Company Sale is critical to the Company’s and the
Purchaser’s success. The Retention Bonus opportunity is an additional incentive to you to continue
to work with us and to maintain good job performance and a positive, professional attitude towards
your work through the Closing Date and during the transition period following the Company Sale
ending on the 90th day following the Closing Date (the “Transition End Date”). If you
remain eligible for the Retention Bonus on the Transition End Date through continued service to the
Purchase and its subsidiaries, as further described in this letter, the Purchaser will pay you the
Retention Bonus.
For Eligible Professional Employees, who continue to be eligible for the Retention Bonus on
the Transition End Date, the Retention Bonus amount is based on your years of service and on your
weekly base salary amount now, as follows:
Retention Bonus Formulation | ||
Years of Service | (In weeks of base salary) | |
Less than 3
|
3 weeks, plus 2 weeks per year of service | |
At least 3, but less than 7
|
7 weeks, plus 2 weeks per year of service | |
At least 7, but less than 10
|
9 weeks, plus 2 weeks per year of service | |
10 or more
|
11 weeks, plus 2 weeks per year of service |
For purposes of the Retention Bonus formulation, “years of service” means your most recent
continuous years and fractional years of service with the Company, the Purchaser and their
subsidiaries. Any fractional year of service shall be rounded to the nearest month.
Your Retention Bonus amount has been estimated to be «WrittenAmount» Dollars
($«Amount»). We are counting on you to continue to excel in delivering services to our
clients, and in motivating your direct reports and others in the organization.
The remainder of this letter explains the Retention Bonus Program payment terms and
conditions.
RETENTION BONUS PROGRAM
Entitlement. You will be entitled to receive the Retention Bonus described herein if (i) you
are an Eligible Professional Employee, (ii) you remain actively employed by the Purchaser and its
subsidiaries through to the Transition End Date, and (iii) through to the Transition End Date, your
conduct has not given rise to actions that would constitute “Cause.” If you are entitled to
payment of the Retention Bonus in accordance with the preceding sentence, payment will be made
within ten (10) business days of the Transition End Date.
Since the purpose of the Retention Bonus Program is to retain your services, if you resign
from the Company and all its subsidiaries or the Purchaser and all its subsidiaries (collectively,
and individually, all such entities referred to as the “Employer”) or you are discharged for Cause
by the Employer before the Transition End Date, you will not be eligible for the Retention Bonus.
However, notwithstanding any contrary provision in this letter, if the Employer terminates your
employment without Cause before the Transition End Date or you resign from all Employers for Good
Reason, you will receive payment of the Retention Bonus within ten (10) business days of your
termination of employment. (A transfer from one Employer to another is not a termination of
employment.)
For purposes of the Retention Bonus Program, “Cause” and “Good Reason” have the meaning set
forth in the Trizec Properties, Inc. Change in Control Severance Pay Plan.
Leaves of Absence. If, on the Transition End Date, you are on an approved medical or family
leave of absence from the Company, you will be eligible for the Retention Bonuses so long as you
otherwise meet the eligibility criteria described in this letter.
No Company Sale. If no Company Sale occurs by June 1, 2007, you will still receive payment of
the Retention Bonus, if you remain an employee of the Company or a subsidiary on that date.
Program Sponsor and Administrator. The sponsor and administrator (the “Administrator”) for
this Retention Bonus Program is, prior to the Closing Date, the Company, and, on and after the
Closing Date, the Purchaser. The Administrator shall make the necessary computations and
determination of eligibility and entitlement for benefits in good faith. The Administrator is
empowered to correct errors or omissions made in determining eligibility and benefits under this
Program.
Claims Procedures. If you do not receive, but believe you are entitled to receive, a Retention
Bonus, you may submit a claim in writing to the Company’s Human Resources
Department at 00 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000; Xxxxxxx, XX 00000. If the claim is denied
(either in full or in part), you will receive a written notice explaining the specific reasons for
the denial and referring to the provisions of this Program on which the denial is based. The notice
will describe any additional information needed to support the claim. The denial notice will be
provided within ninety (90) days after the claim is received.
Appeals Procedure. If your claim is denied, you (or your duly authorized representative) may
apply in writing to the Company’s General Counsel at 00 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000; Xxxxxxx,
XX 00000 for a review of the decision denying the claim. You (or your representative) then will
have the right to review pertinent documents and to submit issues and comments in writing. The
General Counsel (or a designee) will provide written notice of the Company’s decision on review
within sixty (60) days after he or she receives a review request.
Rights and Interest. Your rights and interest under this Plan apply only to you individually.
You are not permitted to sell, transfer, anticipate, assign or otherwise dispose of any right or
interest under this agreement.
Applicable Law. The provisions of this Plan will be subject to federal law and the laws of the
State of Illinois, as applicable.
Complete Plan. This letter supersedes any prior agreements, representations, or promises of
any kind whether written, oral, express or implied between you and the Company with respect to the
subject matter of this Plan. This letter constitutes the full, complete and exclusive agreement
between you and the Company with respect to this Plan.
Severability. If any term of this Retention Bonus Program is held to be invalid, void or
unenforceable, the remainder of this Program shall remain in full force and effect and shall in no
way be affected and the parties shall use their best efforts to find an alternative way to achieve
the same result.
We look forward to your continued support and assistance during this important transition
period.
Sincerely | ||
[Contact Name] |
June [__], 2006
«FirstName» «MiddleInitial» «LastName»
[WORK ADDRESS]
[WORK ADDRESS]
RE: Retention Bonus Program for Hourly Employees
Dear «FirstName»:
As you know, Trizec Properties, Inc. (the “Company”) has entered into a definitive Agreement
and Plan of Merger for the sale of the Company (a “Company Sale”) to (the
“Purchaser”). It is expected that the date of closing of the Company Sale (the “Closing Date”)
will be during the summer months.
We have put in place this Retention Bonus Program for the benefit of certain hourly employees
of the Company and its subsidiaries (the “Eligible Hourly Employees”). As an active, non-union,
hourly employee, you are an Eligible Hourly Employee. We believe your continuing contribution
during and beyond the Company Sale is critical to the Company’s and the Purchaser’s success. The
Retention Bonus opportunity is an additional incentive to you to continue to work with us and to
maintain good job performance and a positive, professional attitude towards your work through the
Closing Date and during the transition period following the Company Sale ending on the
90th day following the Closing Date (the “Transition End Date”). If you remain eligible
for the Retention Bonus on the Transition End Date through continued service to the Purchase and
its subsidiaries, as further described in this letter, the Purchaser will pay you the Retention
Bonus.
For Eligible Hourly Employees, who continue to be eligible for the Retention Bonus on the
Transition End Date, the Retention Bonus amount is based on your years of service and on your
weekly base salary amount now, as follows:
Retention Bonus Formulation | ||
Years of Service | (In weeks of base salary) | |
Less than 3
|
3 weeks, plus 1 week per year of service | |
At least 3, but less than 7
|
7 weeks, plus 1 week per year of service | |
At least 7, but less than 10
|
9 weeks, plus 1 week per year of service | |
10 or more
|
11 weeks, plus 1 week per year of service |
For purposes of the Retention Bonus formulation, “years of service” means your most recent
continuous years and fractional years of service with the Company, the Purchaser and their
subsidiaries. Any fractional year of service shall be rounded to the nearest month.
Your
Retention Bonus amount has been estimated to be «WrittenAmount» Dollars
($«Amount»). We are counting on you to continue to excel in delivering services to our
clients.
The remainder of this letter explains the Retention Bonus Program payment terms and
conditions.
RETENTION BONUS PROGRAM
Entitlement. You will be entitled to receive the Retention Bonus described herein if (i) you
are an Eligible Hourly Employee, (ii) you remain actively employed by the Purchaser and its
subsidiaries through to the Transition End Date, and (iii) through to the Transition End Date, your
conduct has not given rise to actions that would constitute “Cause.” If you are entitled to
payment of the Retention Bonus in accordance with the preceding sentence, payment will be made
within ten (10) business days of the Transition End Date.
Since the purpose of the Retention Bonus Program is to retain your services, if you resign
from the Company and all its subsidiaries or the Purchaser and all its subsidiaries (collectively,
and individually, all such entities referred to as the “Employer”) or you are discharged for Cause
by the Employer before the Transition End Date, you will not be eligible for the Retention Bonus.
However, notwithstanding any contrary provision in this letter, if the Employer terminates your
employment without Cause before the Transition End Date or you resign from all Employers for Good
Reason, you will receive payment of the Retention Bonus within ten (10) business days of your
termination of employment. (A transfer from one Employer to another is not a termination of
employment.)
For purposes of the Retention Bonus Program, “Cause” and “Good Reason” have the meaning set
forth in the Trizec Properties, Inc. Change in Control Severance Pay Plan.
Leaves of Absence. If, on the Transition End Date, you are on an approved medical or family
leave of absence from the Company, you will be eligible for the Retention Bonuses so long as you
otherwise meet the eligibility criteria described in this letter.
No Company Sale. If no Company Sale occurs by June 1, 2007, you will still receive payment of
the Retention Bonus, if you remain an employee of the Company or a subsidiary on that date.
Program Sponsor and Administrator. The sponsor and administrator (the “Administrator”) for
this Retention Bonus Program is, prior to the Closing Date, the Company, and, on and after the
Closing Date, the Purchaser. The Administrator shall make the necessary computations and
determination of eligibility and entitlement for benefits in good faith. The Administrator is
empowered to correct errors or omissions made in determining eligibility and benefits under this
Program.
Claims Procedures. If you do not receive, but believe you are entitled to receive, a Retention
Bonus, you may submit a claim in writing to the Company’s Human Resources Department at 00 Xxxxx
Xxxxxxxxx Xxxxx, Xxxxx 0000; Xxxxxxx, XX 00000. If the claim is denied (either in full or in part),
you will receive a written notice explaining the specific reasons for the denial and referring to
the provisions of this Program on which the denial is based. The notice
will describe any additional information needed to support the claim. The denial notice will
be provided within ninety (90) days after the claim is received.
Appeals Procedure. If your claim is denied, you (or your duly authorized representative) may
apply in writing to the Company’s General Counsel at 00 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000; Xxxxxxx,
XX 00000 for a review of the decision denying the claim. You (or your representative) then will
have the right to review pertinent documents and to submit issues and comments in writing. The
General Counsel (or a designee) will provide written notice of the Company’s decision on review
within sixty (60) days after he or she receives a review request.
Rights and Interest. Your rights and interest under this Plan apply only to you individually.
You are not permitted to sell, transfer, anticipate, assign or otherwise dispose of any right or
interest under this agreement.
Applicable Law. The provisions of this Plan will be subject to federal law and the laws of the
State of Illinois, as applicable.
Complete Plan. This letter supersedes any prior agreements, representations, or promises of
any kind whether written, oral, express or implied between you and the Company with respect to the
subject matter of this Plan. This letter constitutes the full, complete and exclusive agreement
between you and the Company with respect to this Plan.
Severability. If any term of this Retention Bonus Program is held to be invalid, void or
unenforceable, the remainder of this Program shall remain in full force and effect and shall in no
way be affected and the parties shall use their best efforts to find an alternative way to achieve
the same result.
We look forward to your continued support and assistance during this important transition
period.
Sincerely
[Contact Name]