EXHIBIT 52
SEVERANCE AGREEMENT
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This Severance Agreement (this "Agreement"), is made and entered into
as of December ___, 1996, by and between Xxxxxx Group International, Inc., a
Delaware corporation (the "Company"), and __________________ (the "Consultant").
WITNESSETH:
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WHEREAS, the Company is a wholly owned subsidiary of The Xxxxxx Group
Inc., a British Columbia corporation ("Parent"), and Parent, by executing the
signature page hereto, has requested that the Company enter into this Agreement;
WHEREAS, the Consultant has made and is expected to continue to make
major contributions to the short- and long-term profitability, growth and
financial strength of the Company;
WHEREAS, Parent desires that the Company take action to assure itself
of both present and future continuity of management and consulting services and
to establish certain retention bonus and severance benefits for certain of its
senior executives and consultants, including the Consultant, applicable in the
event of a Change in Control;
WHEREAS, Parent desires that the Company take action to ensure that
its senior executives and consultants are not practically disabled from
discharging their duties in respect of a proposed or actual transaction
involving a Change in Control; and
WHEREAS, Parent desires that the Company take action to provide
additional inducement for the Consultant to continue to remain in the ongoing
service of the Company.
NOW, THEREFORE, the Company and the Consultant agree as follows:
1. Certain Defined Terms: In addition to terms defined elsewhere
herein, the following terms have the following meanings when used in this
Agreement with initial capital letters:
(a) "Base Pay" means an amount equal to the compensation earned by the
Consultant in respect of services rendered to the Company and its
affiliates during the twelve months immediately preceding the month in
which a Change in Control occurs, or such higher rate as may be determined
from time to time by the Board of Directors of the Company (the "Board") or
a committee thereof.
(b) "Cause" means that, prior to any termination pursuant to Section
3(b), the Consultant shall have committed:
(i) an intentional act of fraud, embezzlement or theft in
connection with his duties or in the course of his engagement with the
Company or any Subsidiary;
(ii) intentional wrongful damage to property of the Company or
any Subsidiary;
(iii) intentional wrongful disclosure of secret processes or
confidential information of the Company or any Subsidiary; or
(iv) intentional wrongful engagement in any Competitive Activity;
and any such act shall have been materially harmful to the Company. For
purposes of this Agreement, no act or failure to act on the part of the
Consultant shall be deemed "intentional" if it was due primarily to an
error in judgment or negligence, but shall be deemed "intentional" only if
done or omitted to be done by the Consultant not in good faith and without
reasonable belief that his action or omission was in the best interest of
the Company. Notwithstanding the foregoing, the Consultant shall not be
deemed to have been terminated for "Cause" hereunder unless and until there
shall have been delivered to the Consultant a copy of a resolution duly
adopted by the affirmative vote of not less than two-thirds of the Board
then in office at a meeting of the Board called and held for such purpose,
after reasonable notice to the Consultant and an opportunity for the
Consultant, together with his counsel (if the Consultant chooses to have
counsel present at such meeting), to be heard before the Board, finding
that, in the good faith opinion of the Board, the Consultant had committed
an act constituting "Cause" as herein defined and specifying the
particulars thereof in detail. Nothing herein will limit the right of the
Consultant or his beneficiaries to contest the validity or propriety of any
such determination.
(c) "Change in Control" means the occurrence during the Term of any of
the following events:
(i) Parent is merged, consolidated or reorganized into or with
another corporation or other legal person, and as a result of such
merger, consolidation or reorganization less than two-thirds of the
combined voting power of the then-outstanding securities entitled to
vote generally in the election of directors ("Voting Stock") of such
corporation or person immediately after such transaction are held in
the
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aggregate by the holders of Voting Stock of Parent immediately prior
to such transaction;
(ii) Parent sells or otherwise transfers all or substantially all
of its assets to another corporation or other legal person, and as a
result of such sale or transfer less than two-thirds of the combined
voting power of the then-outstanding Voting Stock of such corporation
or person immediately after such sale or transfer is held in the
aggregate by the holders of Voting Stock of Parent immediately prior
to such sale or transfer;
(iii) There is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), disclosing that any person (as the term "person" is
used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act),
other than Xxxxxxx X. Xxxxxx, a person including Xxxxxxx X. Xxxxxx, or
a person whose beneficial ownership of Voting Stock of Parent is
shared with Xxxxxxx X. Xxxxxx, has become the beneficial owner (as the
term "beneficial owner" is defined under Rule 13d-3 or any successor
rule or regulation promulgated under the Exchange Act) of securities
representing 25% or more of the combined voting power of the then-
outstanding Voting Stock of Parent;
(iv) Parent files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Exchange Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule, form
or report or item therein) that a change in control of Parent has
occurred or will occur in the future pursuant to any then-existing
contract or transaction; or
(v) If, during any period of two consecutive years, individuals
who at the beginning of any such period constitute the directors of
Parent cease for any reason to constitute at least a majority thereof;
provided, however, that for purposes of this clause (v) each director
who is first elected, or first nominated for election by Parent's
stockholders, by a vote of at least two-thirds of the directors of
Parent (or a committee thereof) then still in office who were
directors of Parent at the beginning of any such period will be deemed
to have been a director of Parent at the beginning of such period.
Notwithstanding the foregoing provisions of Sections 1(c)(iii) or 1(c)(iv),
unless otherwise determined in a specific case by majority vote of the
Board, a "Change
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in Control" shall not be deemed to have occurred for purposes of Section
1(c)(iii) or 1(c)(iv) solely because (A) Parent, (B) an entity in which
Parent directly or indirectly beneficially owns 50% or more of the
outstanding Voting Stock (a "Subsidiary"), or (C) any Parent-sponsored
employee stock ownership plan or any other employee benefit plan of Parent
or any Subsidiary either files or becomes obligated to file a report or a
proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form
8-K or Schedule 14A (or any successor schedule, form or report or item
therein) under the Exchange Act disclosing beneficial ownership by it of
shares of Voting Stock, whether in excess of 25% or otherwise, or because
Parent reports that a change in control of Parent has occurred or will
occur in the future by reason of such beneficial ownership.
(d) "Severance Period" means the period of time commencing on the date
of the first occurrence of a Change in Control and continuing until the
earliest of (i) the second anniversary of the occurrence of the Change in
Control or (ii) the Consultant's death; provided, however, that commencing
on each anniversary of the occurrence of the Change in Control, the
Severance Period will automatically be extended for an additional year
unless, not later than 90 calendar days prior to such anniversary date,
either the Company or the Consultant shall have given written notice to the
other that the Severance Period is not to be so extended.
(e) "Term" means the period commencing as of the date hereof and
expiring as of the later of (i) the close of business on December 31, 1998,
or (ii) the expiration of the Severance Period; provided, however, that (A)
commencing on January 1, 1998 and each January 1 thereafter, the term of
this Agreement will automatically be extended for an additional year
unless, not later than September 30 of the immediately preceding year, the
Company or the Consultant shall have given notice that it or the
Consultant, as the case may be, does not wish to have the Term extended and
(B) subject to the last sentence of Section 9, if, prior to a Change in
Control, the Consultant ceases for any reason to be a consultant,
independent contractor or employee of the Company and any Subsidiary,
thereupon without further action the Term shall be deemed to have expired
and this Agreement will immediately terminate and be of no further effect.
For purposes of this Section 1(h), the Consultant shall not be deemed to
have ceased to be a consultant, independent contractor or employee of the
Company and any Subsidiary by reason of the transfer of Consultant's
engagement between the Company and any Subsidiary, or among any
Subsidiaries.
2. Operation of Agreement: This Agreement will be effective and
binding immediately upon its execution, but, anything in this Agreement to the
contrary notwithstanding, this
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Agreement will not be operative unless and until a Change in Control occurs.
Upon the occurrence of a Change in Control at any time during the Term, without
further action, this Agreement shall become immediately operative.
3. Termination Following a Change in Control: (a) In the event of
the occurrence of a Change in Control, the Consultant's engagement may be
terminated by the Company during the Severance Period and the Consultant shall
be entitled to the benefits provided by Section 4(b) unless such termination is
the result of the occurrence of one or more of the following events:
(i) The Consultant's death;
(ii) If the Consultant becomes permanently disabled and begins
actually to receive disability benefits at least equal on an
annualized basis to 60% of Base Pay pursuant to any long-term
disability plan or insurance policy that may be made available to the
Consultant by or through the Company from time to time; or
(iii) Cause.
If, during the Severance Period, the Consultant's engagement is terminated by
the Company or any Subsidiary otherwise than pursuant to Section 3(a)(i),
3(a)(ii) or 3(a)(iii), the Consultant will be entitled to the benefits provided
by Section 4(b) hereof.
(b) In the event of the occurrence of a Change in Control, the
Consultant may terminate his engagement with the Company and any
Subsidiary during the Severance Period with the right to severance
compensation as provided in Section 4(b) upon the occurrence of one or more
of the following events (regardless of whether any other reason, other than
Cause as hereinabove provided, for such termination exists or has occurred,
including without limitation other employment):
(i) Failure to elect or reelect or otherwise to maintain the
Consultant in the office or the position, or a substantially
equivalent office or position, of or with the Company and/or a
Subsidiary, as the case may be, which the Consultant held immediately
prior to a Change in Control, or the removal of the Consultant as a
director of the Company (or any successor thereto) if the Consultant
shall have been a director of the Company immediately prior to the
Change in Control;
(ii) (A) A significant adverse change in the nature or scope of
the authorities, powers, functions, responsibilities or duties
attached to the position with the Company and any Subsidiary which the
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Consultant held immediately prior to the Change in Control or (B) a
reduction in the rate at which the Consultant's Base Pay is earned or
the amount of Base Pay earned;
(iii) A determination by the Consultant (which determination
will be conclusive and binding upon the parties hereto provided it has
been made in good faith and in all events will be presumed to have
been made in good faith unless otherwise shown by the Company by clear
and convincing evidence) that a change in circumstances has occurred
following a Change in Control, including, without limitation, a change
in the scope of the business or other activities for which the
Consultant was responsible immediately prior to the Change in Control,
which has caused Consultant to suffer a substantial reduction in any
of the authorities, powers, functions, responsibilities or duties
attached to the position held by the Consultant immediately prior to
the Change in Control, which situation is not remedied within 10
calendar days after written notice to the Company from the Consultant
of such determination;
(iv) The liquidation, dissolution, merger, consolidation or
reorganization of the Company or transfer of all or substantially all
of its business and/or assets, unless the successor or successors (by
liquidation, merger, consolidation, reorganization, transfer or
otherwise) to which all or substantially all of its business and/or
assets have been transferred (directly or by operation of law) assumed
all duties and obligations of the Company under this Agreement
pursuant to Section 11(a);
(v) The Company requires the Consultant to have his principal
location of work changed, to any location which is in excess of 25
miles from the location thereof immediately prior to the Change of
Control, or requires the Consultant to travel away from his office in
the course of discharging his responsibilities or duties hereunder at
least 20% more (in terms of aggregate days in any calendar year or in
any calendar quarter when annualized for purposes of comparison to any
prior year) than was required of Consultant in any of the three full
years immediately prior to the Change of Control without, in either
case, his prior written consent; or
(vi) Without limiting the generality or effect of the foregoing,
any material breach of this Agreement by the Company or any successor
thereto.
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4. Retention Bonus and Severance Compensation: (a) If (i) the
Consultant remains engaged by the Company or any Subsidiary for 30 days
after the first occurrence of a Change in Control (the "Bonus Date") or
(ii) the Consultant's engagement with the Company or any Subsidiary is
terminated pursuant to Section 3(a)(i) or 3(a)(ii) following the first
occurrence of a Change in Control but prior to the 31st day after the first
occurrence of a Change in Control, the Company will pay to the Consultant,
within 10 business days after the Bonus Date, a lump sum payment (the
"Retention Bonus Payment") in an amount equal to the multiple set forth
under Item I on Annex A hereto times Base Pay.
(b) If, following the occurrence of a Change in Control, the Company
terminates the Consultant's engagement during the Severance Period other
than pursuant to Section 3(a), or if the Consultant terminates his
engagement pursuant to Section 3(b), the Company will pay to the
Consultant, within 10 business days after the date (the "Termination Date")
that the Consultant's engagement is terminated (the effective date of which
shall be the date of termination, or such other date that may be specified
by the Consultant if the termination is pursuant to Section 3(b)), a lump
sum payment (the "Severance Payment") in an amount equal to (A) the
multiple set forth under Item II on Annex A hereto times Base Pay minus (B)
the amount of any Retention Bonus Payment actually paid to the Consultant
pursuant to Section 4(a).
(c) Without limiting the rights of the Consultant at law or in equity,
if the Company fails to make any payment or provide any benefit required to
be made or provided hereunder on a timely basis, the Company will pay
interest on the amount or value thereof at an annualized rate of interest
equal to the so-called composite "prime rate" as quoted from time to time
during the relevant period in the Northeast Edition of The Wall Street
Journal. Such interest will be payable as it accrues on demand. Any
change in such prime rate will be effective on and as of the date of such
change.
(d) Promptly following the date hereof, Parent will (if it has not
already done so) establish a trust (the "Trust") for the purpose of
assuring the payment of amounts that may become payable to the Consultant
under Sections 4(a) and (b) together, at Parent's election, with amounts
that may become payable under other retention bonus or change-in-control
severance agreements or plans to which Parent is a party or under which
Parent is an obligor. A reputable commercial bank or trust company
selected by Parent shall serve as trustee of the Trust (the "Trustee")
pursuant to a written trust agreement between Parent and the Trustee.
Prior to the occurrence of a Change in Control,
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Parent shall deposit with the Trustee cash and/or a letter of credit in an
amount sufficient to fund all amounts which may become payable to the
Consultant under Sections 4(a) and (b), together with all amounts that may
become payable under all other retention bonus or change-in-control
severance agreements or plans that are intended to be secured by the Trust,
and shall thereafter make such additional deposits, if any, as may be
necessary to result in the Trust holding at all times a combination of cash
and/or letters of credit sufficient for the payment of all such amounts.
Any letter of credit deposited with the Trustee pursuant to this Section
4(d) shall be issued by a reputable commercial bank having combined capital
and surplus of at least $500 million, shall be irrevocable and shall
entitle the Trustee to draw all amounts payable thereunder immediately upon
the occurrence of a Change in Control. Without limiting Parent's
obligations under the preceding provisions of this Section 4(d), in the
event that Parent shall have failed to fully fund the Trust as provided
herein prior to the occurrence of a Change in Control, Parent shall do so
as promptly as practicable thereafter. All amounts required to be
deposited with the Trustee pursuant to this Section 4(d) that are so
deposited after the occurrence of a Change in Control shall be deposited
solely in the form of cash. No failure by Parent to satisfy any of its
obligations under this Section 4(d) shall limit the rights of the
Consultant hereunder. Notwithstanding the foregoing provisions of this
Section 4(d), with respect to any and all amounts which may become payable
to the Consultant under this Agreement, the Consultant shall have the
status of a general unsecured creditor of the Company and shall have no
right to, or security interest in, any assets of the Company.
(e) Notwithstanding any other provision of this Agreement to the
contrary, the parties' respective rights and obligations under this Section
4 and under Sections 5 and 8 will survive any termination or expiration of
this Agreement or the termination of the Consultant's engagement following
a Change in Control for any reason whatsoever.
5. Limitation on Payments and Benefits. Notwithstanding any
provision of this Agreement to the contrary, if any amount or benefit to be paid
or provided under this Agreement (taking into account all other amounts and
benefits to be paid or provided to or for the benefit of the Consultant by the
Company or any affiliate thereof under this Agreement or otherwise as though all
such other amounts and benefits had already been so paid or provided) would be
an "Excess Parachute Payment," within the meaning of Section 280G of the United
States Internal Revenue Code of 1986, as amended (the "Code"), or any successor
provision thereto, but for the application of this sentence, then the payments
and benefits to be paid or provided under this Agreement shall be reduced to the
minimum extent necessary (but in no event to less than zero) so that no portion
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of any such payment or benefit, as so reduced, constitutes an Excess Parachute
Payment; provided, however, that the foregoing reduction shall be made only if
and to the extent that such reduction would result in an increase in the
aggregate payment and benefits to be provided, determined on an after-tax basis
(taking into account the excise tax imposed pursuant to Section 4999 of the
Code, or any successor provision thereto, any tax imposed by any comparable
provision of United States state law, and any applicable United States federal,
state and local income taxes). The determination of whether any reduction in
such payments or benefits to be provided under this Agreement is required
pursuant to the preceding sentence shall be made at the expense of the Company,
if requested by the Consultant or the Company, by the Company's independent
accountants. The fact that the Consultant's right to payments or benefits may
be reduced by reason of the limitations contained in this Section 5 shall not of
itself limit or otherwise affect any other rights of the Consultant other than
pursuant to this Agreement. In the event that any payment or benefit intended
to be provided under this Agreement is required to be reduced pursuant to this
Section 5, the Consultant shall be entitled to designate the payments and/or
benefits to be so reduced in order to give effect to this Section 5. The
Company shall provide the Consultant with all information reasonably requested
by the Consultant to permit the Consultant to make such designation. In the
event that the Consultant fails to make such designation within 5 business days
of the Bonus Date or the Termination Date, as applicable, the Company may effect
such reduction in any manner it deems appropriate.
6. Waiver by Consultant of Certain Rights: The Consultant hereby
irrevocably waives any and all rights that the Consultant may have pursuant to
any agreement (other than this Agreement), policy, plan, program or arrangement
of the Company or any affiliate (as the term "affiliate" is defined under Rule
12b-2 promulgated under the Exchange Act) of the Company in effect as of the
date hereof to receive payments and/or benefits in the nature of severance
payments or benefits.
7. No Mitigation Obligation: The Company hereby acknowledges that
it will be difficult and may be impossible for the Consultant to find reasonably
comparable work following the Termination Date. Accordingly, the payment of the
severance compensation by the Company to the Consultant in accordance with the
terms of this Agreement is hereby acknowledged by the Company to be reasonable,
and the Consultant will not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise, nor
will any profits, income, earnings or other benefits from any source whatsoever
create any mitigation, offset, reduction or any other obligation on the part of
the Consultant hereunder or otherwise.
8. Legal Fees and Expenses: It is the intent of the Company that
the Consultant not be required to incur legal fees
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and the related expenses associated with the interpretation, enforcement or
defense of Consultant's rights under this Agreement by litigation or otherwise
because the cost and expense thereof would substantially detract from the
benefits intended to be extended to the Consultant hereunder. Accordingly, if
it should appear to the Consultant that the Company has failed to comply with
any of its obligations under this Agreement or in the event that the Company or
any other person takes or threatens to take any action to declare this Agreement
void or unenforceable, or institutes any litigation or other action or
proceeding designed to deny, or to recover from, the Consultant the benefits
provided or intended to be provided to the Consultant hereunder, the Company
irrevocably authorizes the Consultant from time to time to retain counsel of
Consultant's choice, at the expense of the Company as hereafter provided, to
advise and represent the Consultant in connection with any such interpretation,
enforcement or defense, including without limitation the initiation or defense
of any litigation or other legal action, whether by or against the Company or
any Director, officer, stockholder or other person affiliated with the Company,
in any jurisdiction. Notwithstanding any existing or prior attorney-client
relationship between the Company and such counsel, the Company irrevocably
consents to the Consultant's entering into an attorney-client relationship with
such counsel, and in that connection the Company and the Consultant agree that a
confidential relationship shall exist between the Consultant and such counsel.
Without respect to whether the Consultant prevails, in whole or in part, in
connection with any of the foregoing, the Company will pay and be solely
financially responsible for any and all attorneys' and related fees and expenses
incurred by the Consultant in connection with any of the foregoing.
9. Engagement Rights: Nothing expressed or implied in this
Agreement will create any right or duty on the part of the Company or the
Consultant to have the Consultant remain in the service of the Company or any
Subsidiary prior to or following any Change in Control. Any termination of the
Consultant or the removal of the Consultant from the office or position in the
Company or any Subsidiary following the commencement of any discussion with a
third person that ultimately results in a Change in Control shall be deemed to
be a termination or removal of the Consultant after a Change in Control for
purposes of this Agreement.
10. Withholding of Taxes: The Company may withhold from any amounts
payable under this Agreement all federal, provincial, state, city or other taxes
as the Company is required to withhold pursuant to any law or government
regulation or ruling.
11. Successors and Binding Agreement: (a) The Company will require
any successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to
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all or substantially all of the business or assets of the Company, by agreement
in form and substance satisfactory to the Consultant, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent the
Company would be required to perform if no such succession had taken place.
This Agreement will be binding upon and inure to the benefit of the Company and
any successor to the Company, including without limitation any persons acquiring
directly or indirectly all or substantially all of the business or assets of the
Company whether by purchase, merger, consolidation, reorganization or otherwise
(and such successor shall thereafter be deemed the "Company" for the purposes
of this Agreement), but will not otherwise be assignable, transferable or
delegable by the Company.
(b) This Agreement will inure to the benefit of and be enforceable by
the Consultant's personal or legal representatives, executors,
administrators, successors, heirs, distributees and legatees.
(c) This Agreement is personal in nature and neither of the parties
hereto shall, without the consent of the other, assign, transfer or
delegate this Agreement or any rights or obligations hereunder except as
expressly provided in Sections 11(a) and 11(b). Without limiting the
generality or effect of the foregoing, the Consultant's right to receive
payments hereunder will not be assignable, transferable or delegable,
whether by pledge, creation of a security interest, or otherwise, other
than by a transfer by Consultant's will or by the laws of descent and
distribution and, in the event of any attempted assignment or transfer
contrary to this Section 11(c), the Company shall have no liability to pay
any amount so attempted to be assigned, transferred or delegated.
12. Notices: For all purposes of this Agreement, all communications,
including without limitation notices, consents, requests or approvals, required
or permitted to be given hereunder will be in writing and will be deemed to have
been duly given when hand delivered or dispatched by electronic facsimile
transmission (with receipt thereof orally confirmed), or five business days
after having been mailed by registered or certified mail, return receipt
requested, postage prepaid, or three business days after having been sent by a
nationally recognized overnight courier service such as Federal Express, UPS, or
Purolator, addressed to the Company (to the attention of the Secretary of the
Company) at its principal executive office and to the Consultant at his
principal residence, or to such other address as any party may have furnished to
the other in writing and in accordance herewith, except that notices of changes
of address shall be effective only upon receipt.
13. Governing Law: The validity, interpretation, construction and
performance of this Agreement will be governed
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by and construed in accordance with the substantive laws of the State of
Delaware, without giving effect to the principles of conflict of laws thereof.
14. Validity: If any provision of this Agreement or the application
of any provision hereof to any person or circumstances is held invalid,
unenforceable or otherwise illegal, the remainder of this Agreement and the
application of such provision to any other person or circumstances will not be
affected, and the provision so held to be invalid, unenforceable or otherwise
illegal will be reformed to the extent (and only to the extent) necessary to
make it enforceable, valid or legal.
15. Miscellaneous: No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Consultant and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto or compliance with
any condition or provision of this Agreement to be performed by such other party
will be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or representations, oral
or otherwise, expressed or implied with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement. References to Sections are to references to Sections of this
Agreement.
16. Counterparts: This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
XXXXXX GROUP INTERNATIONAL, INC.
By: ______________________________
Its: ______________________________
______________________________
[Consultant]
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By signing this Agreement below, Parent (i) in its capacity as the
sole stockholder of the Company, hereby requests that the Company enter into
this Agreement and hereby authorizes the Company to execute and deliver this
Agreement and to perform its obligations hereunder and (ii) agrees with each of
the Company and the Consultant that it will timely perform all obligations to be
performed by Parent under Section 4(d).
THE XXXXXX GROUP INC.
By: ______________________________
Its: ______________________________
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Annex A
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I. Multiple of Base Pay.
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[ONE-THIRD] [ONE-HALF] times
II. Multiple of Base Pay.
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[ONE] [ONE AND ONE-HALF] times.
