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EXHIBIT 10.14
December 15, 1999
Xx. Xxxxxxx X. Xxxxxxx
000 Xxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Re: Revised Employment Terms
Dear Xxx:
As we have discussed, your employment agreement with the Company dated March 31,
1998 will expire on December 31, 1999. This letter is to summarize the terms we
have agreed to for the period beginning January 1, 2000.
BASIC TERMS
Effective January 1, 2000, you will no longer be on the Xxxx Xxxxxxxx Executive
Committee. Your title will become Chairman, Xxxx Xxxxxxxx Xxxxxxx, and you will
revert to "employment at will" status. I understand that you will likely decide
to terminate your employment at some point during the year. We agree that either
of us will give 30 days advance written notice of your intended termination
date.
SALARY
Beginning January 1, 2000, your base salary will be paid at an annualized rate
of $150,000 per year.
INCENTIVE COMPENSATION
So long as you are employed at least through March 31, 2000 and your employment
is not terminated for Cause (as defined below), you will be eligible for an
incentive bonus to be determined as follows:
- If your employment terminates between March 31 and June 30, 2000,
your bonus will be equal to a pro rata portion of the Annualized
Calculation (as defined below) less a 10% haircut.
- If your employment terminates on or after July 1, 2000, your bonus
will be equal to a pro rata portion of the Annualized Calculation.
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Xx. Xxxxxxx X. Xxxxxxx
December 15, 1999
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If you are terminated for Cause, you will not be eligible to receive a bonus.
"Cause" is defined as engaging in willful misconduct (including dishonesty or
disloyalty to the Company) that is materially injurious to the business,
reputation, regulatory status or customer or employee relations of the Company,
Xxxx Xxxxxxxx Xxxxxxx or any other Company division or affiliate.
The "Annualized Calculation" will be determined based on annual DRW net revenues
for 2000, and will range from $300,000 at the threshold to $1 million at
exceeds, with a target of $600,000, according to the following schedule:
THRESHOLD TARGET EXCEEDS
--------- ------ -------
DRW Net Revenues $170 million $210 million $250 million
Annualized Calculation $300,000 $600,000 $1,000,000
Your bonus for 2000 will be paid in February 2001, at the same time the Company
pays other incentive bonuses for the year.
STOCK OPTIONS AND DEFERRED COMPENSATION
Beginning January 1, 2000, you will no longer be eligible to receive stock
options or to participate in the deferred compensation plans.
BENEFITS
So long as you are employed by the Company, you will remain eligible for other
Company benefit programs, including the Retirement Plan, and the various health
and welfare programs.
PERQUISITES
So long as you are employed by the Company, you will continue to be provided
with an office, secretarial support and a Company car, and your Minneapolis Club
and any country club dues will continue to be paid. After termination of
employment, you will be required to either return or purchase the Company car.
Any unused portion of your Company-paid car allocation remaining as of your
termination date will be forfeited. Upon termination, please contact Xxx
Xxxxxxxx in the Corporate Services Department to work out the details with
respect to your car.
BOARD SERVICE
You agree that you will fulfill your current term as a director of Xxxx Xxxxxxxx
and, if nominated by the Board, will stand for re-election by the stockholders
to an additional one-year term at the Annual meeting to be held in the spring of
2000.
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Xx. Xxxxxxx X. Xxxxxxx
December 15, 1999
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SURVIVING PROVISIONS OF MARCH 31, 1999 AGREEMENT
Notwithstanding anything contained herein or elsewhere to the contrary, and as a
significant inducement to the Company to provide you with the compensation and
benefits outlined in this letter, you agree that the provisions of Sections 5
and 6 of your employment agreement with the Company dated March 31, 1998 will
continue to apply as though that agreement had been extended. You further agree
that beginning January 1, 2000, all references in such Sections to "the term of
this Agreement", "the period of Executive's employment with the Company
hereunder" and similar phrases, shall be interpreted to extend through the
period of your employment hereunder.
Xxx, I am deeply appreciative of your leadership through the acquisition and
integration of the Xxxx Xxxxxxxx and Xxxxxxx organizations. I have also valued
your participation on the Executive Committee and look forward to your continued
involvement with the Company as Chairman of DRW and as a director. Please let me
know if you have any questions or if there is anything we need to discuss
further. If these terms are satisfactory to you, please so indicate by signing
the enclosed copy of this agreement and returning it to me.
Sincerely,
Xxxxxx Xxxxxx
ACCEPTED AND AGREED THIS _____ DAY OF DECEMBER, 1999:
_____________________________,
Xxxxxxx X. Xxxxxxx
